<PAGE>

                                                                   Exhibit 10.17


                              IMPERIAL BANK TOWER



                                     LEASE

                                    Between



                          ONE TOWN CENTER ASSOCIATES,

                                 a partnership

                                      and


                           RESOURCES CONNECTION LLC,

                     a Delaware limited liability company
<PAGE>

                                     LEASE

     THIS LEASE (the "Lease") is made as of the 1st day of January, 2001,
between ONE TOWN CENTER ASSOCIATES, a California general partnership
(hereinafter called "Landlord"), and RESOURCES CONNECTION LLC, a Delaware
limited liability company (hereinafter called "Tenant").

                               LEASE OF PREMISES

     Landlord hereby leases to Tenant and Tenant hereby hires from Landlord,
subject to all of the terms and conditions hereinafter set forth, those certain
premises (hereinafter called the "Premises") shown in the floor plan(s) attached
hereto as Exhibit "A-1" and located or to be located on the floor(s) and in the
suite(s) of that certain office structure to be known as "Imperial Bank Tower,"
as constructed or to be constructed on certain land situated in the City of
Costa Mesa, County of Orange, State of California, and as more particularly
identified in Item 1 of the Basic Lease Provisions. Such land is or will be
improved with the Imperial Bank Tower and certain "common facilities" described
in Paragraph 32. The Imperial Bank Tower space and common facilities are
referred to collectively herein as "the Building" and are depicted on Exhibit
"A-2." The following Basic Lease provisions are an integral part of this Lease.
In the event of any conflict between any Basic Lease Provision and any provision
of this Lease, the Lease provision shall control.

                            BASIC LEASE PROVISIONS

1.   Building Name:      Imperial Bank Tower                    Floor: 6th
     Address:            695 Town Center Drive                  Suite: 600
                         Costa Mesa, CA  92626

2.   Rentable Area:      16,366 square feet (See Exhibit "A-3")

3.  Expense Percentage:  5.5008%

4.  Initial Basic Annual Rent:     $409,150.00 ($25.00 per square foot)
                                   subject to the provisions of Paragraph 2
                                   below.

5.   Initial Monthly Basic Rent Installments:     $34,095.83 (Approximately
                                                  $2.08 per square foot)
                                                  subject to the provisions of
                                                  Paragraph 2 below

6.   Basic Annual Rent Increase:   None

7.   Term:  Approximately 6 years and 6 months with no right to renew
            terminating on June 30, 2007.

8.   Commencement Date:            January 1, 2001, subject to the terms of
                                   Paragraph 1 below.

9.   Security Deposit:   $55,793.13; payable upon lease execution by Tenant

10.  Broker(s):     None

11.  Permitted Use:      General office use and uses ancillary thereto and any
                         other legally permitted uses consistent with the
                         character of the Building and the uses permitted by
                         Landlord by other occupants of comparable space in the
                         Building, provided such other usage will not cause
                         Landlord to violate an exclusive granted to any other
                         tenant of the Building.

12.  Space Plan Approval Date:    Not applicable


                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                       1
<PAGE>

13.  Addresses for Notices:

     If to Landlord:

     ONE TOWN CENTER ASSOCIATES
     3315 Fairview Road
     Costa Mesa, California 92626
     Attn: Imperial Bank Tower Controller

            and

     ONE TOWN CENTER ASSOCIATES
     695 Town Center Drive
     Suite 600
     Costa Mesa, California 92626
     Attn:  Property Manager

     If to Tenant:

     RESOURCES CONNECTION LLC
     695 Town Center Drive, Suite 600
     Costa Mesa, California 92626
     Attn:  Steve Giusto

14.  All payments payable under this Lease shall be sent to Landlord at the
     first address specified in Item 13 above or such other address as Landlord
     may designate.

     IN WITNESS WHEREOF, the parties hereto have executed this Lease, consisting
of the foregoing provisions and Paragraphs 1 through 48.9 which follow, together
with Exhibits"A-1" through "A-4" and "B" through "G" incorporated herein by this
reference, as of the date first above written.


ONE TOWN CENTER                            RESOURCES CONNECTION LLC,
ASSOCIATES,                                a Delaware limited liability company
a California general partnership

                                           By:  ______________________________
By:  __________________________________
          Managing Partner                 Title:  ___________________________
By:  ___________________________
          Managing Partner                 By:  ______________________________

                                           Title:  ___________________________


                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                       2
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
1.      TERM....................................................................   1
2.      BASIC ANNUAL  RENT......................................................   1
3.      ADDITIONAL RENT.........................................................   1
4.      SECURITY DEPOSIT........................................................   3
5.      REPAIRS.................................................................   4
6.      IMPROVEMENTS AND ALTERATIONS............................................   5
7.      LIENS...................................................................   7
8.      USE OF PREMISES.........................................................   7
9.      HAZARDOUS MATERIALS - See Paragraph 48.3................................   8
10.     UTILITIES AND SERVICES..................................................  12
11.     RULES AND REGULATIONS - See Paragraph 48.4..............................  14
12.     TAXES ON TENANT'S PROPERTY..............................................  14
13.     BUILDING SPACE MANAGEMENT - INTENTIONALLY OMITTED.......................  14
14.     FIRE OR CASUALTY - See Paragraph 48.5...................................  14
15.     EMINENT DOMAIN - See Paragraph 48.5.....................................  15
16.     ASSIGNMENT AND SUBLETTING - See Paragraph 48.6..........................  16
17.     ACCESS..................................................................  19
18.     SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS..  19
19.     SALE BY LANDLORD........................................................  20
20.     NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE.................  21
21.     WAIVER OF SUBROGATION...................................................  24
22.     ATTORNEYS' FEES.........................................................  24
23.     WAIVER..................................................................  24
24.     NOTICES.................................................................  25
25.     INSOLVENCY OR BANKRUPTCY................................................  25
26.     DEFAULTS AND REMEDIES...................................................  25
27.     HOLDOVER................................................................  28
28.     CONDITION OF PREMISES...................................................  29
29.     QUIET POSSESSION........................................................  29
30.     TENANT'S SIGNS..........................................................  29
31.     CONFLICT OF LAWS........................................................  29
32.     COMMON FACILITIES; PARKING..............................................  29
33.     SUCCESSORS AND ASSIGNS..................................................  30
34.     BROKERS.................................................................  30
35.     NAME....................................................................  31
36.     EXAMINATION OF LEASE....................................................  31
37.     INTEREST ON TENANT'S OBLIGATIONS; LATE CHARGE...........................  31
38.     TIME....................................................................  32
39.     DEFINED TERMS AND MARGINAL HEADINGS.....................................  32
40.     PRIOR AGREEMENTS; SEPARABILITY..........................................  32
41.     TRAFFIC AND ENERGY MANAGEMENT...........................................  32
42.     CORPORATE/PARTNERSHIP/TRUST AUTHORITY...................................  33
43.     NO LIGHT, AIR OR VIEW EASEMENT..........................................  33
44.     NON-DISCLOSURE OF LEASE TERMS...........................................  33
45.     FORCE MAJEURE...........................................................  33
46.     MISCELLANEOUS...........................................................  34
47.     GUARANTY - INTENTIONALLY OMITTED........................................  35
48.     ADDENDA.................................................................  35
</TABLE>

Exhibit "A-1"  Floor Plan(s) of Premises
Exhibit "A-2"  Plot Plan of Building
Exhibit "A-3"  Rentable Area
Exhibit "A-4"  Expansion Space
Exhibit "B"    Intentionally Omitted
Exhibit "C"    Rules and Regulations
Exhibit "D"    Tenant's Certificate
Exhibit "E"    Parking Agreement
Exhibit "F"    Sublease


                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                      -i-
<PAGE>

Exhibit "G"    Subordination; Non-Disturbance Agreement


                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                      ii
<PAGE>

     1.   TERM

     (a)  The term of this Lease shall be as shown in Item 7 of the Basic Lease
Provisions and shall commence on the date shown in Item 8 of the Basic Lease
Provision. Within thirty (30) days following the date of commencement of the
term of this Lease (the "Commencement Date"), Landlord and Tenant shall execute
a supplemental agreement, in letter form, setting forth the Commencement Date
and the Rentable Area of the Premises as specified in Item 2 of the Basic Lease
Provision or as otherwise determined pursuant to Exhibit "A-3". Notwithstanding
the foregoing, failure of Tenant to execute such supplemental agreement shall
not affect Landlord's determination of the Commencement Date and Rentable Area
of the Premises in accordance with the provisions of this Lease. From and after
mutual execution and delivery of this Lease, Tenant shall observe and perform
all obligations of the tenant pursuant to this Lease except the obligation to
pay Basic Annual Rent and Additional Rent. From and after the Commencement Date,
Tenant shall observe and perform all obligations of the tenant pursuant to this
Lease, including those requiring the payment of Basic Annual Rent and Additional
Rent.

     (b)  The Commencement Date shown in Item 8 of the Basic Lease Provisions is
an estimated date by which Landlord will deliver the Premises to Tenant. It is
understood and agreed that Tenant currently occupies the Premises pursuant to a
sublease dated March 1, 2000 (the "Sublease") with Enterprise Profit Solutions
Corporation (the "Current Tenant") as the Sublandlord. This Lease is contingent
upon Landlord securing a written Lease Termination Agreement with the Current
Tenant to terminate its lease with Landlord (the "EPS Lease") in form and
substance satisfactory to Landlord in its sole and absolute discretion. It is
the intent of the parties that the termination date for the EPS Lease shall be
the date prior to the Commencement Date for this Lease so that Tenant is not
exposed to double rent payments. If the termination date of the EPS Lease is a
date other than December 31, 2000, the Commencement Date of this Lease shall be
modified to be the day following the date of such termination. Landlord will
notify Tenant when such agreement, if any, is secured by Landlord. Upon
termination of the EPS Lease, the Sublease shall also be terminated. If Landlord
is unable to tender possession of the Premises on that date, this Lease shall
not be void or voidable, nor shall Landlord be liable for any loss or damage
resulting therefrom, except to the extent caused by Landlord's gross negligence
or willful misconduct.

     2.   BASIC ANNUAL RENT

     Tenant shall pay as Basic Annual Rent for the Premises the initial sum
shown in Item 4 of the Basic Lease Provisions, subject to adjustment as set
forth in Item 6 of the Basic Lease Provisions. The foregoing notwithstanding,
beginning upon the Commencement Date and continuing through June 30, 2002,
Tenant's obligation for the payment of Basic Annual Rent and Additional Rent
shall be the same as provided in the Sublease in lieu of the Basic Annual Rent
and Additional Rent stated in this Lease. The Sublease is attached hereto as
Exhibit "F". Beginning on July 1, 2002, the Basic Annual Rent and Additional
Rent specified herein shall be applicable as between Landlord and Tenant. The
Basic Annual Rent shall be payable in advance in equal monthly installments as
shown in Item 5 of the Basic Lease Provisions without deduction or offset,
commencing on the Commencement Date and continuing on the first day of each
calendar month thereafter. In the event the term of this Lease commences or ends
on a day other than the first or last day of a calendar month, then the Basic
Annual Rent for such partial month shall be prorated in the proportion that the
number of days this Lease is in effect during such partial month bears to the
number of days in that calendar month, and such Basic Annual Rent shall be paid
at the commencement of such partial month. The first monthly installment of
Basic Annual Rent and Additional Rent payable by Tenant pursuant to this Lease
shall be paid to Landlord concurrently with Tenant's execution and delivery of
this Lease to Landlord.

     3.   ADDITIONAL RENT


                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                       1
<PAGE>

     (a)  Subject to the provisions of Paragraph 2 above, Tenant agrees to pay
as Additional Rent for the Premises Tenant's proportionate share of all
"Operating Expenses" (as hereinafter defined) incurred by Landlord in the
operation of the Building. Tenant's proportionate share thereof (hereinafter
"Expense Percentage") shall be the percentage obtained by dividing the average
Rentable Area of the Premises for such year or portion thereof by ninety-five
percent (95%) of the total Rentable Area of the Building excluding the ground
floor ancillary retail areas (ground floor tenant spaces which do not connect to
the Building lobby), for the same period, and shall be as set forth in Item 3.A.
of the Basic Lease Provisions.

     (b)  Prior to commencement of each calendar year, Landlord shall give
Tenant a written estimate of Operating Expenses and Tenant's Expense Percentage
thereof for the ensuing year or portion thereof for which Tenant is responsible.
Tenant shall pay such estimated amount to Landlord in equal monthly
installments, in advance. Within ninety (90) days after the end of each calendar
year, Landlord shall furnish to Tenant a statement ("Statement"), reasonably
itemized pursuant to Landlord's usual form, showing in reasonable detail (i) the
amount of the actual Operating Expenses for such period in accordance with
subparagraph (d) below, (ii) any amount paid by Tenant toward its Expense
Percentage during such calendar year on an estimated basis and (iii) any revised
estimate of Tenant's obligations for its Expense Percentage for the current
calendar year. The parties shall make any payment or allowance necessary to
adjust Tenant's estimated payment to Tenant's Expense Percentage share as shown
by such annual Statement. Any amount due from Tenant shall be paid within thirty
(30) days after receipt of such Statement. Any amount due to Tenant shall be
credited against installments of Rent (as defined in subparagraph 3(g) below)
next coming due under this Paragraph 3 or, at Tenant's election or if the Term
shall have expired and no further Rent shall be due, paid to Tenant within
thirty (30) days after Landlord's receipt of Tenant's written notice of such
election.

     (c)  If at any time during any calendar year of the Lease term the
amount(s) and/or the rates for any item(s) of Operating Expenses are increased
to a rate(s) or amount(s) in excess of the rate(s) or amount(s) used in
calculating the estimated Operating Expenses for such calendar year, Tenant's
estimated share of such Operating Expenses shall be increased for the month in
which such increase becomes effective and for succeeding months by Tenant's
Expense Percentage of such increase, as applicable. In the event of such an
increase in rate or amount, Landlord shall give Tenant written notice (the
"Adjustment Notice") of the amount or estimated amount of increase, the month in
which effective, and Tenant's monthly share thereof. Commencing with the first
monthly payment of estimated Operating Expenses required to be made by Tenant
after receipt of the Adjustment Notice (the "First Adjustment Payment"), Tenant
shall pay such increase to Landlord as part of Tenant's monthly payments of
estimated Operating Expenses as provided in subparagraph (b) above. If the
effective date of the increase is prior in time to the date of the Adjustment
Notice, the First Adjustment Payment shall be increased to include the amount of
the monthly payments, if any, which would have been made had the Adjustment
Notice been received prior to the effective date of the increase.

     (d)  The term "Operating Expenses" as used herein shall, subject to the
exclusions set forth in Paragraph 48.2 below, include all costs of operation and
maintenance of the Building, as determined by generally accepted accounting
practices consistently applied and determined as if the Building were ninety
five percent (95%) occupied for an entire calendar year, and shall include the
following costs by way of illustration but not limitation: real and personal
property taxes and vehicle taxes and fees; general and special assessments;
costs and expenses incurred in contesting the amount of validity of any property
tax by appropriate proceedings; water and sewer charges; insurance premiums,
including the cost of rental insurance; the amount of any deductible payable by
Landlord with respect to damage or destruction to all or any portion of the
Building; license, permit and inspection fees; heat; light; power; intrabuilding
network cable including, without limitation, service contract fees; janitorial
and courtesy officer services (if any); fire protection; labor; salaries; air
conditioning; gardening and landscaping; maintenance and repair (including
repairs pursuant to Paragraph 5); painting; trash removal; depreciation of
operational equipment for the Building; supplies;

                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                       2
<PAGE>

materials; equipment; tools; property management costs and fees; all fees,
assessments and other amounts paid by Landlord of the type described in
Paragraph 41; the cost of any capital improvements made to the Building by
Landlord which are reasonably calculated to reduce Operating Expenses and/or are
required under any governmental law or regulation not applicable to the Building
or not in effect at the time it was constructed, such cost to be amortized over
such reasonable period as Landlord shall determine and to include a return on
capital at the rate of ten percent (10%) per annum on the unamortized balance or
at such higher rate as may have been paid by Landlord on funds borrowed for the
purpose of constructing such capital improvements; and the cost of providing a
management office at the Building; the cost of providing a manager and support
staff to operate such office and the Building. The term "property taxes" as used
herein shall include (i) all real estate taxes and personal property taxes and
other taxes, charges and assessments, unforeseen as well as foreseen, which are
levied with respect to the Building, and any improvements, fixtures and
equipment and other property of Landlord, real or personal, located in the
Building and used in connection with the operation of the Building and the land
upon which situated, (ii) any tax, surcharge or assessment which shall be levied
in addition to or in lieu of real estate or personal property taxes, other than
taxes covered by Paragraph 12, and (iii) any service or other fees collected by
governmental agencies in addition to or in lieu of property taxes for services
provided by such agencies. The term "property taxes" as used herein shall also
include any rental, excise, sales, transaction privilege, or other tax or levy,
however denominated, imposed upon or measured by the rental reserved hereunder
or on Landlord's business of leasing the Premises, excepting only net income
taxes, franchise, capital stock, succession, transfer, gift, estate or
inheritance taxes imposed by the State of California or the United States or by
their respective agencies, branches or department.

     (e)  Notwithstanding anything to the contrary contained in subparagraph (d)
immediately above, as to each specific category of expense which one or more
tenants of the Building either pays directly to third parties or actually
reimburses to Landlord (for example, separately metered utilities, property
taxes directly reimbursed to Landlord, etc.) then each such expense which is
actually paid or reimbursed shall not be included in "Operating Expenses" for
purposes of this Paragraph 3. Tenant's Operating Expense Percentages, as
appropriate, for each such category of expense shall be adjusted by excluding
from the denominator thereof the Rentable Area of all such tenants paying such
category of expense directly to third parties or actually reimbursing same
directly to Landlord. Moreover, if Tenant directly pays a third party or
actually reimburses Landlord for any such category of expense, each such
category of expenses which is paid or actually reimbursed by Tenant shall be
excluded from the determination of "Operating Expenses" for Tenant to the extent
such expense (after deduction of that portion paid or directly reimbursed by
Tenant) was incurred with respect to space in the Building actually leased to
other tenants.

     (f)  The annual determination of Operating Expenses shall be made by
Landlord and the fact that such Operating Expenses have in fact been incurred by
Landlord shall be certified by a nationally recognized firm of certified public
accountants designated by Landlord. A copy of Landlord's determination and such
certification shall be made available to Tenant upon request. Landlord's
determination and such certification shall be final and binding upon Landlord
and Tenant.

     (g)  The Basic Annual Rent, as adjusted pursuant to Paragraph 2, the
Additional Rent and all other amounts required to be paid by Tenant hereunder,
are sometimes herein collectively referred to as, and shall constitute, "rent"
within the meaning of California Civil Code Section 1951(a), and shall
collectively be referred to herein as "Rent."

     4.   SECURITY DEPOSIT

     Tenant has paid or will pay Landlord such sum(s) at such time(s) as are set
forth in Item 9 of the Basic Lease Provisions as security for the full and
faithful performance of the terms hereof by Tenant. Landlord shall not be
required to keep this security deposit separate from its general funds and
Tenant shall not be entitled to interest thereon. Each time, if any, Basic
Annual Rent increases pursuant to the provisions of this Lease (including
increases

                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                       3
<PAGE>

resulting from any expansion of the Premises), within five (5) business days
thereafter, Tenant shall pay to Landlord as an additional security deposit an
amount equal to one hundred ten percent (110%) of one twelfth (1/12) of the
difference between the new Basic Annual Rent and Additional Rent and the Basic
Annual Rent and Additional Rent in effect immediately prior to such increase. If
Tenant defaults with respect to any provision of this Lease, including but not
limited to the provisions relating to the payment of Rent, Landlord may, but
shall not be required to, use, apply or retain all or any part of this security
deposit for the payment of any Rent of any other sum in default, or for the
payment of any other amount which Landlord may spend or become obligated to
spend by reason of Tenant's default or to compensate Landlord for any other loss
or damage which Landlord may suffer by reason of Tenant's default, including
without limitation, costs and attorneys' fees incurred by Landlord to recover
possession of the Premises upon a default by Tenant hereunder. If any portion of
said deposit is so used or applied, Tenant shall, within five (5) days after
receipt of written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the security deposit to the amount of such security
deposit immediately prior to such application by Landlord and Tenant's failure
to do so shall constitute a default hereunder by Tenant. If Tenant shall fully
and faithfully perform every provision of this Lease to be performed by it, the
security deposit shall be applied against any amounts owed by Tenant to Landlord
at the expiration or termination of this Lease and any balance thereof shall be
returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's
interest hereunder) within the time specified in Civil Code Section 1950.7.

     5.   REPAIRS

     (a)  Subject to Paragraph 5(b), Landlord shall make all necessary repairs
to and maintain the structural portions of the Building, including the exterior
walls, exterior doors, windows, corridors, foundation, floor/ceiling slabs,
roof, curtain wall, exterior glass and mullions, columns, beams, shafts
(including elevator shafts), stairs, stairwells, escalators, elevator cabs,
plazas, art work, sculptures, washrooms, mechanical, electrical and telephone
closets and other common areas and public areas of the Building (collectively,
"Building Structure") and Landlord shall keep the Building in a safe, clean and
neat condition, and make all necessary repairs to and maintain all equipment
used in common with other tenants, such as elevators, plumbing, heating,
ventilating and air conditioning ("HVAC"), intrabuilding network cabling and
similar equipment (including primary and secondary loops connected to the core),
and the mechanical, electrical, life safety, plumbing and sprinkler systems
(connected to the core) ("Building Systems"), in first-class condition and
repair and shall operate the Building as a first-class office building.
Notwithstanding anything in this Lease to the contrary, Tenant shall not be
required to make any repair to, modification of, or addition to the Building
Structure and/or the Building Systems except and to the extent required because
of Tenant's use of the Premises for other than normal and customary business
office operations. Except as provided in Paragraphs 14 and 15 hereof, there
shall be no abatement of rent and no liability of Landlord by reason of any
injury to or interference with or interruption of Tenant's business arising from
the failure of any such equipment or the making of any repairs, alterations or
improvements in or to any portion of the Building or in or to fixtures,
appurtenances and equipment therein; provided, however, Landlord shall use
commercially reasonable efforts to perform such work in a manner and at such
times as will minimize any interference with Tenant's normal and customary
business operations. Tenant waives the right to make repairs at Landlord's
expense under Section 1942 of the California Civil Code, or under any law,
statute or ordinance now or hereafter in effect. Landlord shall have no
obligation to repair until a reasonable time after receipt of notice or
knowledge of the need for repair. The cost of all such work by Landlord, except
to the extent excluded by an exception to Operating Expenses, shall be included
in Operating Expenses pursuant to Paragraph 3.

     (b)  Tenant agrees that it will make all repairs to the Premises and
fixtures therein not required above to be made by Landlord and shall do all
decorating, remodeling, alteration and painting required by Tenant during the
term of this Lease. Tenant will pay for any repairs to the Premises or the
Building made necessary by any negligence or carelessness of Tenant or its
assignees, subtenants, employees of their respective agents or other persons
permitted in the

                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                       4
<PAGE>

Building by Tenant, or any of them, and will maintain the Premises, and will
leave the Premises upon termination of this Lease in a safe, clean, neat and
sanitary condition.

     (c)  Tenant's repair and maintenance obligations pursuant to Paragraph 5(b)
shall extend to any non-Building standard equipment which is either (a) in place
in or to serve solely the Premises upon execution of this Lease or (b) is
installed by or for Tenant (whether by Landlord or Tenant) to serve solely the
Premises. Such non-standard equipment includes, but is not limited to, any
supplemental heating, ventilating and air conditioning equipment (whether or not
located in the Premises), water heaters, dishwashers and refrigerators.
Moreover, Tenant's insurance and indemnification obligations pursuant to
Paragraph 20 shall extend to all such non-standard equipment and to the use and
malfunctioning of such equipment. If Landlord undertakes any repair or
maintenance obligation of Tenant pursuant to Paragraph 5(b) (such as equipment
located outside of but serving only the Premises), the cost of such repair or
maintenance shall be reimbursed by Tenant to Landlord, as Additional Rent,
within ten (10) days after Tenant's receipt of Landlord's invoice therefor.

     6.   IMPROVEMENTS AND ALTERATIONS

     (a)  Landlord shall deliver and Tenant shall accept the Premises in their
then current "AS-IS" condition. Landlord shall have no obligation to construct,
renovate, change, modify or improve the Premises in any way prior to delivery to
Tenant. Tenant shall bear all obligations concerning any modifications to the
Premises, all of which shall be conducted in accordance with the provisions of
this Lease.

     (b)  Landlord shall have the right, at any time, and without any liability
to Tenant, to change the arrangement and/or location of entrances or
passageways, doors and doorways, and corridors, elevators, stairs, toilets, and
other public parts of the Building so long as such changes do not have an
adverse effect upon Tenant's use and enjoyment of the Premises including,
without limitation, access to the Premises, and subject to Paragraph 35, and
upon giving Tenant reasonable notice thereof, to change the name, number or
designation by which the Building is commonly known.

     (c)  Tenant, at Tenant's sole cost and expense, upon ten (10) days' notice
to Landlord shall have the right to make alterations, additions or improvements
upon receipt of the prior written consent of Landlord, which consent will not be
withheld, conditioned or delayed unless the making or installation of the
alterations, additions, or improvements (i) adversely affects the Building
Structure, (ii) adversely affects the Building Systems, (iii) affects the
exterior appearance of the Building, (iv) do not comply with Applicable Laws (as
defined in Paragraph 8 below), or (v) unreasonably interfere with the normal and
customary business operations of the other tenants in the Building (individually
and collectively a "Design Problem"). All such alterations, additions and
improvements shall be made in conformity with plans therefor approved by
Landlord in writing prior to the commencement of such work and shall be
performed by a tenant improvements contractor reasonably approved by Landlord.
All such alterations, additions and improvements (except movable furniture,
furnishings, equipment and trade fixtures) shall become the property of Landlord
upon installation. All such alterations, additions or improvements shall,
however, be made by Tenant at Tenant's sole expense. Landlord may, as a
condition to the installation thereof and if such request is made concurrently
with the approval of the plans and specifications therefore, require Tenant to
remove any such alterations, additions or improvements at its sole cost and
expense, it being agreed and understood that in no event will Tenant have any
obligation to remove any such alterations unless, in Landlord's reasonable
judgment, they do not qualify as standard office-type tenant improvements and
notifies Tenant of such determination at the time Landlord approves Tenant's
plans with respect to same. Notwithstanding anything to the contrary set forth
herein, Tenant shall not be required to obtain Landlord's prior consent with
respect to any strictly cosmetic work performed within the Premises by Tenant,
such as the installation of wall coverings or floor coverings. Such alterations,
additions, and improvements to the Premises made by or for Tenant following the
date on which Tenant first occupies the Premises are collectively called
"Alterations." All such Alterations shall be made in conformity with the

                                               ---------------------------------
                                                         Landlord's     Tenant's
                                                          Initials      Initials
                                               ---------------------------------


                                               ---------------------------------

                                       5
<PAGE>

requirements of Paragraph 6 below. Once the Alterations have been completed,
such Alterations shall thereafter be included in the designation of Tenant
Improvements and shall be treated as Tenant Improvements. Upon termination of
the Lease, or, at Landlord's option, within thirty (30) days prior to the
expiration of the Lease term, Tenant shall, upon demand by Landlord, at Tenant's
sole cost and expense, forthwith remove any alterations, additions or
improvements (except those existing as of the Commencement Date of this Lease)
made by Tenant and designated by Landlord to be removed concurrently with the
approval of the plans and specifications thereof (to the extent the same do not
qualify as standard office-type tenant improvements), and repair and restore the
Premises to their original condition, reasonable wear and tear excepted. Any
personal property left on or in the Premises at the expiration or earlier
termination of this Lease shall be disposed of by Landlord in the manner
provided by law, including, without limitation, California Civil Code Section
1980 et seq. Tenant releases Landlord of and from any and all claims and
     -------
liability for damage to or destruction or loss of property left by Tenant upon
the Premises at the expiration or other termination of this Lease and Tenant
hereby indemnifies Landlord against any and all claims and liability with
respect thereto. Tenant further waives all claims to all property (and the
proceeds thereof) abandoned by Tenant and retained or disposed of by Landlord.

     (d)  Tenant shall not commence work on any alteration, addition or
improvement until and unless Landlord has received at least ten (10) days notice
that such work is to commence. Tenant shall reimburse Landlord for any actual,
reasonable and documented out-of-pocket expense incurred by consultants on
behalf of Landlord in reviewing and approving the plans and specifications for
such work or by reason of any faulty work done by Tenant or Tenant's contractors
or by reason of inadequate cleanup. Tenant or its contractors will in no event
be allowed to make any improvements to the Premises which could possibly
adversely affect any of the Building Systems or Building Structure without first
obtaining Landlord's consent, which Landlord can withhold in its sole and
absolute discretion. All work by Tenant shall be scheduled through Landlord and
shall be diligently and continuously pursued from the date of its commencement
through its completion. In addition to the foregoing, and at Landlord's option,
Tenant shall obtain a completion and/or performance bond in a form and by a
surety acceptable to Landlord and in an amount not less than one and one-half (1
1/2) times the estimated cost of such alterations, additions or improvements.

     (e)  All alterations, additions and improvements to the Premises made by
Tenant shall comply with both ADA as defined in Paragraph 8 of this Lease and
with the plans therefor approved in advance by Landlord; provided, however,
Landlord's approval or consent to any such work shall not impose any liability
upon Landlord nor shall such approval imply that Landlord has expressed any
opinion or made any warranty regarding the adequacy, sufficiency or legality of
any such improvements. Such plans and any specifications associated therewith
shall be prepared by an architect or interior designer reasonably approved in
advance by Landlord. No such work shall proceed without Landlord's prior
approval of (i) Tenant's contractor(s); (ii) certificates of insurance from a
company or companies approved by Landlord, furnished to Landlord by Tenant's
contractor, for combined single limit bodily injury and property damage
insurance covering comprehensive general liability and automobile liability, in
an amount not less than One Million Dollars ($1,000,000) per occurrence and
endorsed to show Landlord as an additional named insured, and for workers'
compensation as required by law (provided, however, nothing in this subparagraph
shall release Tenant of its other insurance obligations hereunder) and the
normal and customary contingent liability and builders risk insurance; and (iii)
detailed plans and specifications for such work. All such work by Tenant shall
be done in a first-class workmanlike manner and in conformity with all
applicable governmental requirements, with valid building permit(s) and/or all
other permits or licenses when and where required, copies of which shall be
furnished to Landlord before the work is commenced, and any work not acceptable
to any governmental authority or agency having or exercising jurisdiction over
such work, or not reasonably satisfactory to Landlord, shall be promptly
replaced and corrected at Tenant's expense. All such work shall comply with all
rules and regulations reasonably established by Landlord to ensure the safety,
cleanliness and good order of the Building and its occupants, including but not
limited to those relating to usage of elevators and loading docks, establishment
of off-Premises staging areas, disposal of

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                       6
<PAGE>

refuse and the hours of performing operations which result in the creation of
noise, dust and odors. No such alterations, additions or improvements by Tenant
shall incorporate therein any Hazardous Materials, as defined in Paragraph 9.

     (f) No antenna, satellite dish, microwave receiver or other receiving or
transmission equipment shall be installed by Tenant in or on the roof of or
about the Building or elsewhere in the common areas except with the prior
written consent of Landlord, which consent may be given or withheld by Landlord
in its sole and absolute discretion. Any such installation by Tenant shall be
only the particular equipment specifically approved by Landlord and any such
installation shall be limited to the manner and location approved by Landlord.
Any such installation shall be subject to such terms and conditions as are
provided by Landlord to Tenant at the time Landlord approves such installation.

     7.  LIENS

     Tenant shall keep the Premises and the Building free from any liens arising
out of any work performed, materials furnished, or obligations incurred by or
for Tenant. In the event that Tenant shall not, within thirty (30) days
following receipt of notice of the imposition of any such lien, cause the same
to be released of record by payment or posting of a proper lien release bond,
Landlord shall have, in addition to all other remedies provided herein and by
law, the right, but not the obligation, to cause the same to be released by such
means as it shall deem proper, including payment of or defense against the claim
giving rise to such lien. All reasonable sums paid by Landlord and all
reasonable expenses incurred by it in connection therewith shall create
automatically an obligation of Tenant to pay an equivalent amount as additional
rent, which additional rent shall be payable by Tenant within thirty (30) days
after Tenant's receipt of Landlord's demand therefor with interest at the rate
per annum determined pursuant to Paragraph 37 from date of payment by Landlord
until paid by Tenant. Tenant agrees to indemnify and hold Landlord harmless from
and against any and all claims for mechanics', materialmen's or other liens in
connection with any alterations, repairs or any work performed, materials
furnished or obligations incurred by or for Tenant. Nothing herein shall imply
any consent by Landlord to subject Landlord's estate to liability under any
mechanics' or other lien law. Tenant shall give Landlord adequate opportunity
and Landlord shall have the right to post in or on the Premises such notices of
nonresponsibility as are provided for in the mechanics lien laws of the state of
California.

     8.  USE OF PREMISES

     Tenant and any of its permitted assignees, sublessees or other occupants
(collectively "Tenant Parties") shall use the Premises only for the purpose(s)
set forth in Item 11 of the Basic Lease Provisions and shall not use or permit
the Premises to be used for any other purpose without the prior written consent
of Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed. Notwithstanding any specific use of the Premises permitted or
prohibited under Item 11 of the Basic Lease Provisions, Tenant or its assignees
or sublessees may use the Premises for any other legally permitted uses
consistent with the character of the Building and the uses permitted by Landlord
by other occupants of comparable space in the Building, provided such other
usage will not cause Landlord to violate an exclusive or other right granted to
any other tenant of the Building. Without limiting the foregoing, Tenant and the
Tenant Parties shall not permit the Premises to be used by a governmental or
quasi-governmental entity or agency (it being understood, however, that Landlord
may lease to such an entity or agency if Landlord recaptures all or any portion
of the Premises pursuant to Paragraph 16 below). Tenant shall not use or occupy
the Premises in violation of law or of the certificate of occupancy issued for
the Building, and shall, upon fifteen (15) days' written notice from Landlord,
discontinue any use of the Premises which is declared by any governmental
authority having jurisdiction to be a violation of law or of such certificate of
occupancy. Tenant shall comply promptly with any direction of any governmental
authority having jurisdiction which shall, by reason of the nature of Tenant's
use or occupancy of the Premises, impose any duty upon Tenant or Landlord with
respect to the Premises or with respect to the use or occupancy thereof. Tenant
shall not do or permit to be done anything

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                       7
<PAGE>

which will invalidate or increase the cost of any fire, extended coverage or any
other insurance policy covering the Building and/or property located therein and
shall comply with all rules, orders, regulations and requirements of the Pacific
Fire Rating Bureau or any other organization performing a similar function.
Notwithstanding Paragraph 3, Tenant shall within thirty (30) days of receipt of
an invoice therefor reimburse Landlord, as additional rent, for the full amount
of any additional premium charged for such policy by reason of Tenant's failure
to comply with the provisions of this Paragraph, together with interest thereon
from date of payment by Landlord to date of reimbursement by Tenant at the rate
per annum determined pursuant to Paragraph 37, provided Landlord shall have
first notified Tenant of any use or event done or permitted by Tenant on the
Premises which necessitated the additional insurance premium. Such demand for
reimbursement shall not be Landlord's exclusive remedy. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way
unreasonably obstruct or interfere with the rights of other tenants or occupants
of the Building, or injure or annoy them, or use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose, nor shall
Tenant cause, maintain or permit any nuisance in, or about the Premises. Tenant
shall not commit or suffer to be committed any waste in or upon the Premises.
Except as provided in Paragraph 20(j) below and in the succeeding sentence,
Landlord shall not be liable to Tenant for any other occupant's or tenant's
failure to conduct itself in accordance with the provisions of this Paragraph 8,
and Tenant shall not be released or excused from the performance of any of its
obligations under the Lease in the event of any such failure.

     Without limiting any of its other obligations pursuant to this Paragraph 8
or Paragraph 9, Tenant covenants and agrees to comply with all laws, rules,
regulations and guidelines now or hereafter applicable to the Premises
("Applicable Laws"), including by way of example and not limitation Applicable
Laws concerning physical disabilities, with respect to: (a) the disposal of
water, trash, garbage and other matter (liquid or solid) generated by Tenant,
the disposal of which is not otherwise the express obligation of Landlord under
this Lease, including, but not limited to, laws, rules, regulations and
guidelines with respect to recycling and other forms of reclamation (all of
which are herein collectively referred to as "Waste Management Requirements")
and (b) on and after the date that Tenant takes possession of the Premises,
Tenant will comply and cause the Premises to comply with the provisions,
regulations and amendments under the Americans with Disabilities Act of 1990, 42
U.S.C. Sec. 12101-12213 (hereafter referred to as "ADA") including but not
limited to all employer-employee obligations. Tenant shall comply with all
reasonable rules and regulations established by Landlord from time to time to
comply with Waste Management Requirements applicable to Landlord (i) as owner of
the Premises and (ii) in performing Landlord's obligations under this Lease, if
any. Without limiting any of its other obligations pursuant to this Paragraph 8
or Paragraph 9, Landlord covenants and agrees to comply with all Waste
Management Requirements now or hereafter applicable to the Building (other than
the Premises) and the site upon which the Building is situated ("Site").
Tenant's and Landlord's obligations under this Paragraph 8 shall survive the
expiration or termination of this Lease.

     Each party shall indemnify, defend, protect and hold the other party
harmless from and against all liability (including, without limitation,
reasonable costs, expenses and attorneys' fees) that the other party may sustain
by reason of the breaching party's breach of its obligations under this
Paragraph 8.

     9.   HAZARDOUS MATERIALS - See Paragraph 48.3

     (a)  As used in this Lease, the following words or phrases shall have the
following meanings:

          (i) "Agents" means a party's partners, officers, directors,
shareholders, employees, agents, contractors and any other third parties
entering the Building at the request or invitation of such party.

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                       8
<PAGE>

          (ii)   "Building" for purposes of this Paragraph 9 only, shall mean
the Building, the air about the Building and the soil, surface water and ground
water under the surface of the Building.

          (iii)  "H.M. Claims" means claims, liabilities, losses, actions,
environmental suits, causes of action, legal or administrative proceedings,
damages, fines, penalties, loss of rents to the extent deemed a direct damage,
liens, judgments, costs and expenses (including, without limitation, reasonable
attorneys' fees and costs of defense, and reasonable consultants', engineers'
and other professionals' fees and costs).

          (iv)   "Hazardous" means: (A) hazardous; (B) toxic; (C) reactive; (D)
corrosive; (E) ignitable; (F) carcinogenic; (G) reproductive toxic; (H) any
other attribute of a Substance now or in the future referred to in, or regulated
by, any Hazardous Materials Laws; and (I) injurious to health, safety or
welfare, the environment, the Premises or the Building.

          (v)    "Hazardous Materials" means any: (A) Substance which is
Hazardous, regardless of whether that Substance is Hazardous by itself or in
combination with any other Substance; (B) Substance which is regulated by any
Hazardous Materials Laws; (C) asbestos and asbestos-containing materials; (D)
urea formaldehyde; (E) radioactive substance; (F) flammable explosives; (G)
petroleum, including crude oil or any fraction thereof; (H) polychlorinated
biphenyls; and (I) "hazardous substances," "hazardous materials" or "hazardous
wastes" under any Hazardous Materials Laws.

          (vi)   "Hazardous Materials Laws" means: (A) any existing or future
federal, state or local law, ordinance, regulation or code which protects
health, safety or welfare, or the environment; (B) any existing or future
administrative or legal decision interpreting any such law, ordinance,
regulation or code; and (C) any common law principle which may result in H.M.
Claims against Landlord, the Premises or the Building.

          (vii)  "Permits" means any permit, authorization, license or approval
required by any applicable governmental agency.

          (viii) "Substance" means any substance, material, product, chemical,
waste, contaminant or pollutant.

          (ix)   "Use" means use, generate, manufacture, produce, store, release
and discharge.

     (b)  (i)    Without limiting the generality of Paragraph 8 of this Lease,
and except as provided in Paragraphs 9(b)(ii) and 9(b)(iii), each party
covenants and agrees that it and its Agents shall not bring into, maintain upon,
engage in any activity involving the Use of, or Use in or about the Building, or
transport to or from the Building, any Hazardous Materials. Notwithstanding the
provisions of Paragraphs 9(b)(ii) or 9(b)(iii), in no event shall either party
or its Agents release or dispose of any Hazardous Materials in, on, under or
about the Building.

          (ii)   Notwithstanding the provisions of Paragraph 9(b)(i), if Tenant
or its Agents proposes to Use any Hazardous Materials, or to install or operate
any equipment which will or may Use Hazardous Materials ("Equipment"), then
Tenant shall first obtain Landlord's prior written consent, which consent may be
given or withheld by Landlord in its reasonable, good faith judgment, within
thirty (30) days of Landlord's receipt of the last of documents or information
requested by Landlord as set forth in this Paragraph. Tenant's failure to
receive Landlord's consent within such thirty (30) day period shall be
conclusively deemed Landlord's withholding of consent. Tenant's request for
Landlord's consent shall include the following documents or information: (A) a
Hazardous Materials list pursuant to Paragraph 9(c) regarding the Hazardous
Materials Tenant proposes to Use and/or Equipment Tenant proposes to install and
operate; (B) reasonably satisfactory evidence that Tenant has obtained all
necessary Permits to Use those Hazardous Materials and/or to install and operate
the proposed Equipment; (C) reasonably satisfactory evidence that Tenant's Use
of the Hazardous Materials and/or installation and operation of the Equipment
shall comply with all applicable Hazardous

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                       9
<PAGE>

Materials Laws, Tenant's permitted use under this Lease and all restrictive
covenants encumbering the Building as of the date of this Lease; (D) reasonably
satisfactory evidence of Tenant's financial capability and responsibility for
potential H.M. Claims associated with the Use of the Hazardous Materials and/or
installation and operation of the Equipment; and (E) such other documents or
information as Landlord may reasonably request. Landlord may, at its option,
condition its consent upon any terms that Landlord, in its reasonable, good
faith judgment, deems necessary to protect itself, the public and the Building
against potential problems, H.M. Claims arising out of Tenant's Use of Hazardous
Materials and/or installation and operation of Equipment including, without
limitation, (i) changes in the insurance provisions of the Lease, and/or (ii)
installation of equipment, fixtures and/or personal property and/or alteration
of the Premises (all at Tenant's sole cost) to minimize the likelihood of a
violation of Hazardous Materials Laws as a result of Tenant's Use of the
Hazardous Materials and/or installation and operation of Equipment. Neither
Landlord's consent nor Tenant's obtaining any Permits shall relieve Tenant of
any of its obligations pursuant to this Paragraph 9. Landlord's granting of
consent to one request to Use Hazardous Materials and/or install and operate
Equipment shall not be deemed Landlord's consent to any other such request. If
Landlord grants its consent to Tenant's request, no subtenant, assignee or
successor of Tenant shall have the right to Use those Hazardous Materials or
install or operate that Equipment without again complying with the provisions of
this Paragraph 9(b)(ii).

          (iii)  Notwithstanding the provisions of Paragraphs 9(b)(i) and
9(b)(ii), Tenant may Use any Substance typically found or used in applications
of the type permitted by this Lease so long as:  (A) any such Substance is
typically found only in such quantity as is reasonably necessary for Tenant's
permitted use under Paragraph 8 of this Lease; (B) any such Substance and all
equipment necessary in connection with the Substance are Used strictly in
accordance with the manufacturers' instructions therefor; (C) no such Substance
is released or disposed of in or about the Building; (D) any such Substance and
all equipment necessary in connection with the Substance are removed from the
Building and transported for Use or disposal by Tenant in compliance with any
applicable Hazardous Materials Laws upon the expiration or earlier termination
of this Lease; and (E) Tenant and its Agents comply with all applicable
Hazardous Materials Laws.

          (iv)   Tenant shall not use or install in or about the Premises any
asbestos or asbestos-containing materials.

     (c)  Tenant shall deliver to Landlord, within thirty (30) days after
Tenant's receipt of Landlord's written request, a written list identifying any
Hazardous Materials that Tenant or its Agents then Uses or has Used within the
last twelve (12) month period in the Building except with respect to de minimis
uses permitted under Paragraph 9(b)(iii) above. Each such list shall state: (i)
the use or purpose of each such Hazardous Material; (ii) the approximate
quantity of each such Hazardous Material Used by Tenant; (iii) such other
information as Landlord may reasonably require; and (iv) Tenant's written
certification that to its actual knowledge neither Tenant nor its Agents have
released, discharged or disposed of any Hazardous Materials in or about the
Building, or transported any Hazardous Materials to or from the Building, in
violation of any applicable Hazardous Materials Laws. Landlord shall not request
Tenant to deliver a Hazardous Materials list more often than once during each
twelve (12) month period, unless Landlord reasonably believes that Tenant or its
Agents have violated the provisions of this Paragraph 9 (in which case (A)
Landlord may request such lists on a monthly basis until such violation is
cured, and (B) Tenant shall provide such lists within thirty (30) days of each
of Landlord's requests, or if an emergency exists, such lists shall be provided
within three (3) business days).

     (d)  Tenant shall furnish to Landlord copies of all notices, claims,
reports, complaints, warnings, asserted violations, documents or other
communications received or delivered by Tenant, as soon as possible and in any
event within five (5) days of such receipt or delivery, with respect to any
actual or alleged Use, disposal or transportation of Hazardous Materials in or
about the Premises, or the Building. Whether or not Tenant receives any such
notice, claim, report, complaint, warning, asserted violation, document or
communication,

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                      10
<PAGE>

Tenant shall immediately notify Landlord, orally and in writing, if Tenant or
any of its Agents knows or has reasonable cause to believe that any Hazardous
Materials, or a condition involving or resulting from the same, is present, in
Use, has been disposed of, or transported to or from the Premises or the
Building other than as previously consented to by Landlord in strict accordance
with Paragraph 9(b).

     (e)  Tenant acknowledges that it, and not Landlord, is in possession and
control of the Premises for purposes of all reporting requirements under any
Hazardous Materials Laws. If Tenant or its Agents violate any provision of this
Paragraph 9, then Tenant shall immediately notify Landlord in writing and shall
be obligated, at Tenant's sole cost, to abate, remediate, clean-up and/or remove
from the Building, and dispose of, all in compliance with all applicable
Hazardous Materials Laws, all Hazardous Materials Used by Tenant or its Agents.
Such work shall include, but not be limited to, all testing and investigation
required by any governmental authorities having jurisdiction, or otherwise
reasonably required by Landlord or Landlord's lender and preparation and
implementation of any remedial action plan required by any governmental
authorities having jurisdiction. All such work shall, in each instance, be
conducted to the satisfaction of all governmental authorities having
jurisdiction. If at any time Tenant is not complying with the provisions of this
Paragraph 9(e), then Landlord may, upon five (5) business days' notice to
Tenant, without prejudicing, limiting, releasing or waiving Landlord's rights
under this Paragraph 9, separately undertake such work, and Tenant shall
reimburse all actual and reasonable out-of-pocket costs incurred by Landlord
within thirty (30) days after receipt of an invoice therefor.

     (f)  Landlord's right of entry pursuant to Paragraph 17 shall include the
right to enter and inspect the Premises and the right to inspect Tenant's books
and records relative to Tenant's compliance with this Paragraph 9. Furthermore,
subject to Paragraph 17, Landlord may conduct such investigations and tests as
Landlord or Landlord's lender or ground lessor may reasonably require. If
Landlord determines that Tenant has violated the provisions of this Paragraph 9,
or if any applicable governmental agency requires any such inspection,
investigation or testing, then Tenant, in addition to its other obligations set
forth in this Paragraph 9, shall reimburse Landlord for all actual and
reasonable out-of-pocket costs incurred therewith within thirty (30) days after
receipt of an invoice therefor.

     (g)  (i)   Tenant shall indemnify, protect, defend (with legal counsel
acceptable to Landlord in its subjective, good faith judgment) and hold harmless
Landlord, its partners and its and their respective successors, assigns,
partners, directors, officers, shareholders, employees, agents, lenders and
ground lessors from and against any and all H.M. Claims incurred by such
indemnified persons, or any of them, in connection with, or as the result of:
(A) the presence, Use or disposal of any Hazardous Materials into or about the
Building, or the transportation of any Hazardous Materials to or from the
Building, by Tenant or its Agents; (B) any injury to or death of persons or
damage to or destruction of property resulting from the presence, Use or
disposal of any Hazardous Materials into or about the Building, or the
transportation of any Hazardous Materials to or from the Building, by Tenant or
its Agents; (C) any violation of any Hazardous Materials Laws by Tenant; and (D)
any failure of Tenant or its Agents to observe the provisions of this Paragraph
9. Payment shall not be a condition precedent to enforcement of the foregoing
indemnification provision. Tenant's obligations hereunder shall include, without
limitation, and whether foreseeable or unforeseeable, all costs of any required
or necessary testing, investigation, studies, reports, repair, clean-up,
detoxification or decontamination of the Building, and the preparation and
implementation of any closure, removal, remedial action or other required plans
in connection therewith, and shall survive the expiration or earlier termination
of the term of this Lease. For purposes of these indemnity provisions, any acts
or omissions of Tenant, its assignees, sublessees, Agents or others acting for
or on behalf of Tenant (regardless of whether they are negligent, intentional,
willful, or unlawful) shall be strictly attributable to Tenant.

          (ii) If at any time after the initiation of any suit, action,
investigation or other proceeding which could create a right of indemnification
under Paragraph 9(g)(i) the indemnified party reasonably determines that the
indemnifying party is not complying with the

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                      11
<PAGE>

provisions of Paragraph 9(g)(i), then the indemnified party may, without
prejudicing, limiting, releasing or waiving the right of indemnification
provided herein, separately defend or retain separate counsel to represent and
control the defense as to the indemnified party's interest in such suit, action,
investigation or other proceeding. The indemnifying party shall pay all actual
and reasonable out-of-pocket costs of the indemnified party's separate defense
or counsel within thirty (30) days of receipt of any invoice thereof.

     (h)   No termination, cancellation or release agreement entered into by
Landlord and Tenant shall release Tenant or Landlord from its obligations under
this Paragraph 9 unless specifically agreed to by Landlord and Tenant in writing
at the time of such agreement.

     (i)   Tenant's covenants and obligations under this Paragraph 9 shall also
apply to any assignee or sublessee of Tenant, and to any such assignee's or
sublessee's partners, officers, directors, shareholders, employees, agents,
contractors and any other third parties entering upon the Building at the
request or invitation of such assignee or sublessee.

     10.   UTILITIES AND SERVICES

     (a)   Landlord agrees to furnish or cause to be furnished to the Premises,
the utilities and services described, subject to the conditions and in
accordance with the standards set forth below ("Utilities and Services"), it
being understood that in the event of a bankruptcy proceeding by Tenant,
Landlord's obligation to supply such services and utilities shall be conditioned
upon Tenant's payment for same, as administrative rent, on a current basis:

           (i)    Landlord shall provide automatic elevator facilities Monday
     through Friday, excepting therefrom all holidays recognized by Landlord,
     hereinafter collectively referred to as "generally accepted business days,"
     from 8:00 a.m. to 6:00 p.m., and on Saturdays from 8:00 a.m. to 12:00 noon
     (collectively, "Business Hours"), and have at least one elevator available
     for use at all other times. Landlord may change, increase or decrease such
     holidays from time to time provided the holidays otherwise adopted by
     Landlord are consistent with the holidays recognized by operators of other
     first-class office buildings located in the vicinity of the Building
     ("Comparable Buildings").

           (ii)   During Business Hours (and at other times for a reasonable
     additional charge to be fixed by Landlord), Landlord shall ventilate the
     Premises and furnish HVAC when it is required for the comfortable occupancy
     of the Premises, subject to any requirements or standards relating to,
     among other things, energy conservation, imposed or established by
     governmental agencies or cooperative organizations. Landlord shall make
     available at Tenant's expense after-hours power, including light, and HVAC
     to each floor of the Building which shall be controlled by a key and
     metering system, digital control system or other central control system
     selected by Landlord. Minimum use of after-hours power, heat and air
     conditioning, the costs thereof and the prior notice required for such
     services shall be determined from time to time by Landlord and confirmed in
     writing to Tenant, as the same may change from time to time. Current
     minimum use of heat and air conditioning is two (2) hours in sequence.

          (iii)   Landlord shall, pursuant to the terms hereof, make available
     to the Premises at all times twenty-four (24) hours a day, seven (7) days a
     week, every day of the year, subject to interruptions beyond Landlord's
     control, electric current as required by the building standard office
     lighting (approximately three (3) watts per square foot) and receptacles
     (approximately one (1) watt per square foot). Subject to the foregoing, at
     all times Tenant's use of electric current shall never exceed the capacity
     of the feeders to the Building or the risers or wiring installation. Tenant
     shall not install or use or permit the installation or use of any computer
     or electronic data processing equipment other than basic office equipment
     (as reasonably determined by Landlord) in

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                      12
<PAGE>

     the Premises without the prior written consent of Landlord, which will not
     be withheld, conditioned or delayed unless a Design Problem is created.

          (iv)  Landlord shall at all times furnish reasonably necessary amounts
     of water for kitchen facilities, drinking, cleaning, other plumbing
     facilities, and lavatory purposes only.

          (v)    Landlord shall provide janitorial services to the Premises,
     comparable to those provided in Comparable Buildings, provided the Premises
     are used exclusively as offices and customary ancillary uses and are kept
     reasonably in order by Tenant. Landlord shall not be responsible or liable
     for any act or omission or commission on the part of the persons employed
     to perform said janitorial services, which shall be performed at Landlord's
     direction without interference by Tenant or Tenant's employees, agents,
     contractors, licensees, directors, officers, partners, trustees, visitors
     or invitees (collectively, "Tenant Parties"). If the Premises are not used
     exclusively as offices, Tenant or persons approved by Landlord shall keep
     the Premises clean and in order to the satisfaction of Landlord, but at
     Tenant's sole expense. No persons other than Tenant and those persons
     approved by Landlord shall be permitted to enter the Building for the
     purpose of keeping the Premises clean and in order. Tenant shall pay to
     Landlord the cost of removal of any of Tenant's refuse and rubbish, to the
     extent that the same exceeds the refuse and rubbish usually attendant upon
     the use of the Premises as offices.

          (vi)   Landlord shall replace, as necessary, the fluorescent tubes in
     the Building standard lighting fixtures installed by Landlord.  Tenant
     shall replace, as necessary, all bulbs and fluorescent tubes in non-
     building standard lighting fixtures, if any, installed in the Premises.  If
     Tenant shall fail to make any such replacement within five (5) days after
     written notice from Landlord, Landlord may make such replacement and charge
     the cost of labor and materials involved therein to Tenant, as additional
     rent.

          (vii)  Landlord shall provide at all times, subject to interruptions
     due to equipment failure, maintenance and/or repairs, intrabuilding network
     cabling to permit connection of telephone service from the Minimum Point of
     Entry as designated by Pacific Bell or other provider to the telephone
     closet located on the floor of the Building on which the Premises is
     located.

     (b)  Landlord may impose a reasonable charge for any utilities and
services, including without limitation, air conditioning, electric current and
water, required to be provided by Landlord by reason of any use of the Premises
at any time other than Business Hours or any use beyond what Landlord agrees to
furnish as described above, or special electrical, cooling and ventilating needs
created in certain areas by hybrid telephone equipment, computers and other
similar equipment or uses. At Landlord's option, separate meters for such
utilities and services may be installed for the Premises and Tenant, upon demand
therefor, shall immediately pay Landlord for the installation, maintenance and
repair of such meters.

     (c)  Tenant agrees to cooperate fully at all times with Landlord and to
abide by all reasonable, non-discriminatory regulations and requirements which
Landlord may prescribe for the proper functioning and protection of the above
utilities and services.  Tenant shall pay any excess costs as described above
within thirty (30) days following Tenant's receipt of an invoice for such
charges.

     (d)  Landlord reserves the right in its reasonable discretion to reduce,
interrupt or cease service of the Building Systems), for (i) the making of any
repairs, additions, alterations or improvements to such Building System until
said repairs, additions, alterations or improvements shall have been completed
or (ii) any accident, breakage, strikes, lockouts or other labor disturbance or
labor dispute of any character, governmental regulation, moratorium or other
governmental action, inability by exercise of reasonable diligence to obtain
electricity, water or fuel, or by any other cause beyond Landlord's reasonable
control. In such event,

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                      13
<PAGE>

Landlord shall not be liable for, and Tenant shall not be entitled to, any
abatement or reduction of rent by reason of Landlord's failure to furnish any of
the foregoing. Landlord shall not be in breach of this Lease and shall not be
liable in damages (including but not limited to any damages, compensation or
claims arising from any interruption or cessation of Tenant's business) or
otherwise for failure, stoppage or interruption of any such service, nor shall
the same be construed either as an eviction of Tenant, or work an abatement of
rent, or relieve Tenant from the operation of any covenant or agreement.
Provided, however, Landlord shall give not less than twenty-four (24) hours
advanced notice of any such work (except in emergencies, when no notice shall be
required) and Landlord shall use commercially reasonable efforts to perform such
work at such times and in a manner which will minimize any interference with
Tenant's normal and customary business operations. In the event of any failure,
stoppage or interruption thereof, however, Landlord shall use reasonable
diligence to resume service promptly where it is within Landlord's reasonable
control to do so.

     (e)  Landlord, in its sole and absolute discretion, may elect to contract
for the services of individuals that will monitor the systems and operations of
the Building.  In this connection, Landlord may also elect to station some of
these individuals in the lobby of the Building.  Such individuals are not
security personnel and will not provide protective services to any of the
tenants of the Building, including Tenant.

     (f)  Notwithstanding anything hereinabove to the contrary, Landlord
reserves the right from time to time to make reasonable and nondiscriminatory
modifications to the above standards for utilities and services.

     (g)  Tenant shall pay for all telephone service to the Premises and shall
contract directly with the providing company for such service, and Landlord
shall have no responsibilities thereto.

     11.  RULES AND REGULATIONS - See Paragraph 48.4

     Tenant agrees to abide by all rules and regulations of the Building imposed
by Landlord as set forth in Exhibit "C" attached hereto, as the same may be
changed from time to time upon reasonable notice to Tenant.  Any such change
shall be effective upon delivery of a copy thereof to Tenant.  These rules and
regulations are imposed for the cleanliness, good appearance, proper
maintenance, good order and reasonable use of the Premises and the Building, and
as may be necessary for the enjoyment of the Building by all tenants and their
clients, customers and employees.  A breach of the rules and regulations shall
not be grounds for termination of this Lease unless Tenant continues to breach
the same after ten (10) days' written notice by Landlord; provided, however,
that any such notice shall be in lieu of, and not in addition to, any notice
required under Paragraph 26, below, or Section 1161, et seq., of the California
                                                     -------
Code of Civil Procedure, as amended.  Landlord shall not be liable to Tenant for
the failure of any other tenant, its agents or employees, to conform to the
rules and regulations.


     12.  TAXES ON TENANT'S PROPERTY

     (a)  Tenant shall be liable for and pay ten (10) days before delinquency,
all taxes, levies and assessments levied against any personal property or trade
fixtures placed by Tenant in or about the Premises, and, when possible, Tenant
shall cause such personal property and trade fixtures to be assessed and billed
separately from the Building and the Premises.  If any such taxes, levies and
assessments on Tenant's personal property or trade fixtures are levied against
Landlord or Landlord's property or if the assessed value of the Building is
increased by the inclusion therein of a value placed upon such personal property
or trade fixtures of Tenant and if Landlord pays the taxes, levies and
assessments based upon such increased assessment, which Landlord shall have the
right to do regardless of the validity thereof, but only under proper protest if
requested by Tenant, Tenant shall upon demand repay to Landlord, as additional
rent, the taxes, levies and assessments so levied against Landlord, or the
proportion of such taxes, levies and assessments resulting from such increase in
the assessment, together with interest thereon from the date of payment by
Landlord to the date of reimbursement by

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                      14
<PAGE>

Tenant at the rate determined pursuant to Paragraph 37. It is provided, however,
that in any such event Tenant shall have the right, in the name of Landlord and
with Landlord's full cooperation but without any cost to Landlord, to bring suit
in any court of competent jurisdiction to recover the amount of any such taxes,
levies and assessments so paid under protest, any amount so recovered to belong
to Tenant.

     (b)  If the tenant improvements in the Premises, whether installed and/or
paid for by Landlord or Tenant and whether or not affixed to the real property
so as to become a part thereof, are assessed for real property tax purposes at a
valuation higher than the valuation at which tenant improvements conforming to
Landlord's "building standard" in other space in the Building are assessed, then
the real property taxes and assessments levied against Landlord or the Building
by reason of such excess assessed valuation shall be deemed to be taxes levied
against personal property of Tenant and shall be governed by the provisions of
subparagraph (a) above.  If the records of the County Assessor are available and
sufficiently detailed to serve as a basis for determining whether said tenant
improvements are assessed at a higher valuation than Landlord's "building
standard," such records shall be binding on both Landlord and Tenant; otherwise
the actual cost of construction shall be the basis for such determination.


     13.  BUILDING SPACE MANAGEMENT - INTENTIONALLY OMITTED

     14.  FIRE OR CASUALTY - See Paragraph 48.5

     (a)  In the event the Premises, or access to them, are wholly or partially
destroyed by fire or other casualty covered by the form of fire and extended
coverage insurance (except for any applicable deductible) maintained by
Landlord, Landlord shall rebuild, repair or restore the Premises and access
thereto to substantially the same condition as when the same were furnished to
Tenant, excluding any improvements installed by Tenant and any of Tenant's
personal property, and this Lease shall continue in full force and effect.
Within sixty (60) days of notice to Landlord of such damage or destruction,
Landlord shall provide Tenant with notice of its determination whether the
damage or destruction can be repaired within twelve (12) months of the damage or
destruction.  If any such repair is not commenced by Landlord within one hundred
eighty (180) days, subject to a Force Majeure Event, after the occurrence of
such damage or destruction or is not substantially completed by Landlord within
twelve (12) months subject to a Force Majeure Event, after the occurrence of
such damage or destruction, then in either such event Tenant may, at its option,
upon written notice to Landlord, elect to terminate this Lease as of the date of
the occurrence of such damage or destruction.  The one hundred eighty (180) day
period and twelve (12) month period referred to above may be extended for up to
three (3) months each as a result of a Force Majeure Event. In the event,
however, that the Building is so damaged or destroyed to the extent of more than
one-third (1/3) of its replacement cost, or to any substantial extent by a
casualty not so covered (including a release of Hazardous Materials), Landlord
may elect by written notice to Tenant given within sixty (60) days after the
occurrence of the casualty to terminate this Lease in lieu of so restoring the
Premises so long as Landlord makes a decision not to complete such repairs
within eighteen (18) months of the occurrence of such damage or destruction, in
which event this Lease shall terminate as of the date of the occurrence of the
casualty.  Landlord shall in no event be obligated to make any repairs or
replacement of any items other than those items installed by or at the expense
of Landlord or becoming Landlord's upon installation.  If the Premises are
rendered totally or partially untenantable for their intended purpose, rent
shall abate during the period of reconstruction in the same proportion to the
total rent as the portion of the Premises rendered untenantable bears to the
entire Premises.  Any such rental abatement shall not defeat or diminish
Landlord's rights to recover upon any rental interruption insurance maintained
by Landlord pursuant to Paragraph 20.  In no event shall Tenant be entitled to
any compensation or damages for loss of use of the whole or any part of the
Premises or for any inconvenience occasioned by any such destruction, rebuilding
or restoration of the Premises, the Building or access thereto.  Tenant waives
the provisions of California Civil Code Sections 1932(2) and 1933(4) and any
present and future laws and case decisions to the same effect.

                                                      --------------------------
                                                       Landlord's      Tenant's
                                                        Initials       Initials
                                                      --------------------------


                                                      --------------------------

                                      15
<PAGE>

     (b)     Notwithstanding anything to the contrary contained in Paragraph
14(a) above, if the Premises or the Building is wholly or partially damaged or
destroyed within the final twelve (12) months of the Term of this Lease (except
for damage or destruction to the Building which does not prevent Tenant from
conducting business operations from the Premises), either party may, at its
option, by giving the other party notice within sixty (60) days after the
occurrence of such damage or destruction, elect to terminate the Lease.
Furthermore, upon termination of this Lease pursuant to this Paragraph 14(b),
Tenant and Landlord hereby agree (except as expressly provided for otherwise in
this Lease) to release each other from any and all obligations and liabilities
with respect to the Lease except such obligations and liabilities which arise or
accrue prior to such termination.

     15.     EMINENT DOMAIN - See Paragraph 48.5

     (a)     In case the whole of the Premises, or such part thereof as shall
substantially interfere with Tenant's use and occupancy thereof, shall be taken
by any lawful power or authority by exercise of the right of eminent domain, or
sold to prevent such taking or threat of such taking, either Tenant or Landlord
may terminate this Lease effective as of the date of final judgment in such
condemnation, or as of the date possession is taken by the condemning authority,
whichever is earlier. Except as provided herein and in Paragraph 48.5, Tenant
shall not because of such taking assert any claim against Landlord or the taking
authority for any compensation because of such taking, and Landlord shall be
entitled to receive the entire amount of any award without deduction for any
estate or interest of Tenant. In the event the amount of property or the type of
estate taken shall not substantially interfere with Tenant's use of the
Premises, Landlord shall be entitled to the entire amount of the award without
deduction for any estate or interest of Tenant. In such event, Landlord shall
promptly proceed to restore the Premises to substantially their condition prior
to such partial taking, and a proportionate allowance shall be made to Tenant
for the rent corresponding to the time during which, and to the part of the
Premises of which, Tenant shall be so deprived on account of such taking and
restoration. Any such rental abatement shall not defeat or diminish Landlord's
rights to recover upon any rental interruption insurance maintained by Landlord
pursuant to Paragraph 20. Nothing contained in this Paragraph 15(a) shall be
deemed to give Landlord any interest in, or prevent Tenant from seeking any
award against the taking authority for, the taking of personal property and
fixtures belonging to Tenant or for relocation or business interruption expenses
recoverable from the taking authority or Tenant's unamortized cost of the Tenant
Improvements to the extent paid for by Tenant. Landlord may, without any
obligation to Tenant, agree to sell and/or convey to any taking authority the
Premises, the Building or any portion thereof sought by such taking authority,
free from this Lease and the rights of Tenant hereunder, without first requiring
that any action or proceeding be instituted or pursued to judgment.

     (b)     In the event of a temporary taking of the Premises or any part of
the Premises and/or of Tenant's rights to the Premises or under this Lease not
covered by Paragraph 48.5(a) below, this Lease shall not terminate. Any award
made to Landlord by reason of such temporary taking shall belong entirely to
Tenant.

     (c)     This Paragraph 15 shall be Tenant's sole and exclusive remedy in
the event of a taking or condemnation. Tenant hereby waives the benefit of
California Code of Civil Procedure Section 1265.130. Upon termination of the
Lease pursuant to this Paragraph 15, Tenant and Landlord hereby agree (except as
expressly provided for otherwise in this Lease) to release each other from any
and all obligations and liabilities with respect to the Lease except such
obligations and liabilities which arise or accrue prior to such termination.

     16.     ASSIGNMENT AND SUBLETTING - See Paragraph 48.6

     (a)     Except as set forth in Paragraph 16(g) or 48.6(b), Tenant shall
not, either voluntarily or involuntarily or by operation of law, assign, sublet,
mortgage or otherwise encumber all or any portion of its interest in this Lease
or in the Premises or permit the Premises to be occupied by anyone other than
Tenant or Tenant's employees without obtaining

                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      16
<PAGE>

the prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed and shall be granted to any sublessee or
assignee which meets the criteria set forth in subsection (f) below. Any such
attempted assignment, subletting, mortgage or other encumbrance without such
consent shall be null and void and of no effect.

     (b)     No assignment, subletting, mortgage or other encumbrance of
Tenant's interest in this Lease shall relieve Tenant of its obligation to pay
the rent and to perform all of the other obligations to be performed by Tenant
hereunder. In this connection, any such assignment, sublease or encumbrance
shall expressly provide that it is subject to the terms and provisions of this
Lease. Moreover, any subletting by Tenant of any portion of the Premises shall
be at a market rental rate and upon market terms and, if Landlord so requests,
shall require that the assignee or sublessee remit directly to Landlord, on a
monthly basis, all rent due to Tenant by said assignee or sublessee. For this
purpose, "market" shall mean a rental rate and terms comparable to the rental
rate and terms then being offered by other landlords leasing comparable space in
comparable commercial high-rise office buildings that are located within a one
(1) mile radius of the Building. In connection with any assignment or
subletting, no photographs of the Building may be used, and no rental rates may
be published, and no general circulation flyers may be mailed or otherwise
distributed. The acceptance of rent by Landlord from any other person shall not
be deemed to be a waiver by Landlord of any provision of this Lease or to be a
consent to any subletting, assignment, mortgage or other encumbrance. Consent to
one sublease, assignment, mortgage or other encumbrance shall not be deemed to
constitute consent to any subsequent attempted subletting, assignment, mortgage
or other encumbrance.

     (c)     If Tenant desires at any time to assign this Lease or to sublet the
Premises or any portion thereof, it shall first notify Landlord of its desire to
do so and shall submit in writing to Landlord (i) the name of the proposed
subtenant or assignee; (ii) the nature of the proposed subtenant's or assignee's
business to be carried on in the Premises together with a detailed description
of the proposed subtenant's or assignee's business experience and duration of
the current enterprise, (iii) the number of persons per square foot of Rentable
Area which are proposed by the subtenant or assignee to occupy the Premises,
(iv) the material terms and provisions of the proposed sublease or assignment
and the proposed effective date thereof; and (v) such financial information as
Landlord may reasonably request concerning the proposed subtenant or assignee.
The submission pursuant to clause (iv) shall include a copy of any agreement,
escrow instructions or other document which contains or memorializes the terms
and provisions of the transaction for which Landlord's consent is required.
Similarly, if Tenant desires to mortgage or encumber its interest in this Lease,
Tenant shall first supply to Landlord in writing such information as to such
transaction as may be reasonably requested by Landlord.

     (d)     "Sublet" and "sublease" shall include a sublease as to which Tenant
is sublessor and any sub-sublease or other sub-subtenancy, irrespective of the
number of tenancies and tenancy levels between the ultimate occupant and
Landlord, as to which Tenant receives any consideration, as defined in this
subparagraph, and Tenant shall require on any sublease which it executes that
Tenant receive at least fifty percent (50%) of the profit from all sub-
subtenancies, irrespective of the number of levels thereof. The term
"consideration" shall mean and include any money, services, property or any
other tangible thing of value such as payment of costs, cancellation of
indebtedness, discounts, rebates and the like but not "down-time". Any rent or
other consideration which is to be passed through to Landlord by Tenant pursuant
to this subparagraph shall be paid to Landlord promptly upon receipt by Tenant
and shall be paid in cash, irrespective of the form in which received by Tenant
from any subtenant or assignee. In the event that any rent or other
consideration received by Tenant from a subtenant or assignee is in a form other
than cash, Tenant shall pay to Landlord in cash the fair value of such
consideration.

     (e)     If Landlord does not disapprove the proposed subletting or
assignment in writing within ten (10) business days after receipt of Tenant's
request therefor, Tenant may within ninety (90) days after the expiration of
said ten (10) business day period enter into a valid assignment or sublease of
the Premises or portion thereof, upon substantially the same

                                                        ------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      17
<PAGE>

terms (without material modification) and conditions as set forth in the
information furnished by Tenant to Landlord pursuant to subparagraph (c) above.
It is provided, however, that any material change in such terms shall be subject
to Landlord's consent as provided in this Paragraph.

     (f)     Landlord shall, within ten (10) business days of receipt of such
notice, have the right to approve such proposed assignment, encumbrance or
sublease or disapprove such proposed assignment, encumbrance or sublease which
refusal shall be on reasonable grounds, it being agreed and understood that it
shall be unreasonable for Landlord to refuse its consent to an assignment or
sublease to any assignee or sublessee that is (i) comparable in quality to other
direct tenants in the Building; (ii) that will use the Premises in a manner
generally comparable to use of comparable space in the Building. Notwithstanding
the foregoing, Landlord shall be entitled to take into account the following,
all of which are agreed by Tenant to be reasonable factors for Landlord's
consideration:

             (i)    The financial strength of the proposed assignee or
     subtenant, including, but not limited to the adequacy of its working
     capital to pay all expenses anticipated in connection with any proposed
     remodeling of the Premises. Landlord may also consider the business
     experience of the proposed subtenant or assignee and the longevity of the
     current enterprise, it being understood and agreed that "start-up" ventures
     and enterprises found by Landlord to lack sufficient maturity may be
     disapproved by Landlord.

             (ii)   The proposed use of the Premises by such proposed assignee
     or subtenant and the compatibility of such proposed use within the quality
     and nature of the other uses in the Building The foregoing may include an
     analysis by Landlord of the number of persons per square foot proposed by
     the subtenant or assignee to occupy the Premises, it being understood and
     agreed that Landlord may disapprove a subtenant or assignee which
     represents an increase in population levels.

             (iii)  Any violation which the proposed use by such proposed
     assignee or subtenant would cause of any other rights granted by Landlord
     to other tenants of the Building.

             (iv)   Any adverse impact, including a greater intensity of use of
     the parking, Building mechanical, electrical or plumbing facilities or any
     other services or facilities of the Building, which may result from the
     occupancy of the Premises by the proposed subtenant or assignee.

             (v)    Whether there then exists any default by Tenant pursuant to
     this Lease beyond the expiration of any applicable notice and grace period.

             (vi)   Whether the proposed assignee or subtenant an existing
     tenant of the Building, it being understood and agreed that Landlord will
     disapprove a subletting or assignment to such an existing tenant if
     Landlord can reasonably provide such tenant's additional space
     requirements.

             (vii)  Whether the proposed assignee or subtenant is a person with
     whom Landlord is actively negotiating for space in the Building or with
     whom Landlord has negotiated during the six (6) month period ending with
     the date Landlord receives notice of such proposed assignment or
     subletting, it being understood and agreed that Landlord will disapprove a
     subletting or assignment to such potential direct tenant if Landlord can
     reasonably provide such potential direct tenant's space requirements.

             (viii) Whether the proposed assignee or subtenant is a governmental
     entity or agency, it being understood and agreed that Landlord will
     disapprove the proposed subletting or assignment as being inconsistent with
     the character of the Building.

                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      18
<PAGE>

Moreover, Landlord shall be entitled to be reasonably satisfied that each and
every covenant, condition or obligation imposed upon Tenant by this Lease and
each and every right, remedy or benefit afforded Landlord by this Lease is not
impaired or diminished by such assignment or subletting. Landlord and Tenant
acknowledge that the express standards and provisions set forth in this Lease
dealing with assignment and subletting, including those set forth in this
subparagraph (f) have been freely negotiated and are reasonable at the date
hereof taking into account Tenant's proposed use of the Premises and the nature
and quality of the Building. No withholding of consent by Landlord for any
reason deemed sufficient by Landlord shall give rise to any claim by any
proposed assignee or subtenant or entitle Tenant to terminate this Lease. In
this connection, Tenant hereby expressly waives its rights under California
Civil Code Section 1995.310(b). Moreover, approval of any assignment of Tenant's
interest shall, whether or not expressly so stated, be conditioned upon such
assignee assuming in writing all obligations of Tenant hereunder.

     (g)     Tenant may allow any person or company which is a client or
customer of Tenant or which is providing service to Tenant or one of Tenant's
clients to occupy certain portions of the Premises without such occupancy being
deemed an assignment or subleasing as long as no new demising walls are
constructed to accomplish such occupancy and as long as such relationship was
not created as a subterfuge to avoid the obligations set forth in this Paragraph
16.

     (h)     The voluntary or other surrender of this Lease by Tenant or a
mutual cancellation hereof shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subleases or subtenancies or shall
operate as an assignment to Landlord of such subleases or subtenancies. If
Tenant is a corporation which is not required under the Securities Exchange Act
of 1934 to file periodic informational reports with the Securities and Exchange
Commission, or is an unincorporated association or partnership, the transfer,
assignment or hypothecation of any stock or interest in such corporation,
association or partnership in the aggregate in excess of twenty-five percent
(25%) shall be deemed as assignment within the meaning and provisions of this
Paragraph 16. Tenant agrees to reimburse Landlord for Landlord's reasonable
costs and attorneys' fees incurred in connection with the processing and
documentation of any such requested assignment, subletting, transfer, change of
ownership or hypothecation of this Lease or Tenant's interest in and to the
Premises. If Tenant is a corporation or partnership, a sale or other transfer of
fifty percent (50%) or more of its assets, in one or more transactions, shall be
void as to Landlord without Landlord's prior written consent, which may be
withheld in Landlord's sole discretion.

     (i)     Landlord shall be permitted to hire outside contractors to review
all assignment and subletting documents and information and Tenant shall
reimburse Landlord for the reasonable cost thereof, including reasonable
attorneys' fees, on demand. Tenant shall also pay to Landlord, its
administrative fee, as established by Landlord from time to time, in connection
with Landlord's review and consideration of any such request for Landlord's
consent.

     17.     ACCESS

     Landlord reserves and shall at any time and all times upon not less than
twenty-four (24) hours advanced notice (except in cases of emergencies or for
the provision of regular services required of Landlord under this Lease such as
janitorial services, in either such case no notice being required) have the
right to enter the Premises to inspect the same, to supply janitorial service
and any other service to be provided by Landlord to Tenant hereunder, to submit
said Premises to prospective purchasers, tenants or actual or prospective
lenders, to post notices of non-responsibility, to use and maintain pipes and
conduits in and through the Premises, and to alter, improve or repair the
Premises or any other portion of the Building, all without being deemed guilty
of an eviction of Tenant and without abatement of rent, and may for that purpose
erect scaffolding and other necessary structures where reasonably required by
the character of the work to be performed, provided that the business of Tenant
shall be interfered with as little as is reasonably practicable. Landlord may
enter by means of a master key without liability to Tenant for any damage caused
by Landlord entering the Premises,
                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      19
<PAGE>

except for damage to Tenant's personal property caused by any failure of
Landlord to exercise due care. Tenant shall not disturb any notices or other
items placed by Landlord in the Premises. Tenant hereby waives any claim for
damages for any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises, and any
other loss occasioned thereby. For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding Tenant's vaults and safes, and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency in order to obtain entry to the
Premises. Any lock installed by Tenant shall be of a type and style designated
by Landlord concurrently with such installation. Any entry to the Premises
obtained by Landlord by any of said means shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a detainer of,
the Premises, or any eviction of Tenant from the Premises or any portion
thereof. No provision of this Lease shall be construed as obligating Landlord to
perform any repairs, alterations or decorations except as otherwise expressly
agreed to be performed by Landlord.

     18.     SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL
             STATEMENTS

     (a)     This Lease and the rights of Tenant hereunder, at Landlord's
election, shall be junior, subject, and subordinate to the lien of any ground or
underlying lease, mortgage, deed of trust, and other security instrument of any
kind now or hereafter covering the Premises or the Building, or any portion of
any thereof, and to any and all advances made thereunder, interest thereon or
costs incurred pursuant thereto (with respect to mortgages or deeds of trust)
and any amendments, modifications, renewals, supplements, consolidations,
replacements or extensions thereto. Such priority shall be established without
the necessity of the execution and delivery of any further instruments on the
part of Tenant to effect such subordination. Notwithstanding the foregoing,
Tenant covenants and agrees to (a) execute and deliver upon demand such further
instruments evidencing such subordination of this Lease or subordination of such
mortgage, deed of trust or ground lease as may be necessary and reasonable and
(b) supply such financial information concerning Tenant as may be reasonably
requested by any ground lessor or lender, prospective purchaser or Landlord, in
connection with such subordination, within thirty (30) days after demand.
Notwithstanding subordination by Tenant to any existing or future lienholder,
Tenant's right to quiet possession of the Premises shall not be disturbed so
long as Tenant shall pay the rent and observe and perform all of the provisions
of this Lease to be observed and performed by Tenant, unless this Lease is
terminated pursuant to specific provisions relating thereto contained herein.
Subject to Paragraph 48.9(a), in the event of the foreclosure of any such lien
or encumbrance, Tenant shall attorn to the then owner who owns or acquires title
to the Building and will recognize such owner as Landlord under this Lease.
Subject to Paragraph 48.9(a), Tenant hereby waives any right to terminate this
Lease because of any such foreclosure.

     (b)     Notwithstanding the foregoing, and without the consent of Tenant,
the holder of any mortgage or deed of trust or the beneficiary thereunder shall
have the right to elect to be subject and subordinate to this Lease, with such
subordination to be effective upon such terms and conditions as such holder or
beneficiary may direct and which are not inconsistent with the provisions of
this Paragraph 18.

     (c)     Tenant shall at any time and from time to time upon not less than
twenty (20) days prior notice by Landlord, execute, acknowledge and deliver to
Landlord a statement in writing (i) certifying that this Lease is unmodified and
in full force and effect (or if there have been modifications, that the same is
in full force and effect as modified and stating the modifications), and the
dates to which the Basic Annual Rent, Additional Rent and other charges have
been paid in advance, if any, (ii) stating whether or not to the best knowledge
of Tenant, Landlord is in default in the performance of any covenant, agreement
or condition contained in this Lease and, if so, specifying each such default of
which Tenant may have knowledge and (iii) acknowledging (if true) the accuracy
of such other facts as are reasonably included in such statement by Landlord.
Any such statement delivered pursuant to this
                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      20
<PAGE>

subparagraph may be relied upon by any prospective purchaser of the fee of the
Building or any mortgagee, ground lessor or other like encumbrancer thereof or
any assignee of any such encumbrancer upon the Building. If Tenant fails to
deliver such statement within such time, such failure shall be conclusive upon
Tenant that (A) this Lease is in full force and effect, without modification
except as may be represented by Landlord, (B) that there are no uncured defaults
in Landlord's performance, (C) that not more than one month's Basic Annual Rent
has been paid in advance and (D) that any other statements of fact reasonably
included by Landlord in the statement are correct.

     (d)     In addition, and not in lieu of the foregoing, within ten (10) days
after the Commencement Date, Tenant shall execute and deliver to Landlord a
certificate substantially in the form of Exhibit "D" attached hereto, indicating
thereon any exceptions thereto which Tenant claims to exist at that time.

     19.     SALE BY LANDLORD

     In the event of a sale, transfer or conveyance by Landlord of the Building,
the same shall operate to release Landlord from any and all liability under this
Lease arising from and after the date of such sale, transfer or conveyance.
Tenant's right to quiet possession of the Premises shall not be disturbed so
long as Tenant shall pay the rent and observe and perform all of the provisions
of this Lease to be observed and performed by Tenant, unless this Lease is
terminated pursuant to specific provisions relating thereto contained herein. If
any security deposit has been made by Tenant, Landlord may transfer the balance
of such security deposit (after lawful deductions and in accordance with
California Civil Code Section 1950.7), after notice to Tenant, to the purchaser,
and thereupon Landlord shall be discharged from any further liability with
respect thereto.

     20.     NONLIABILITY AND INDEMNIFICATION OF LANDLORD;  INSURANCE

     (a)     Landlord's Nonliability. Subject to Paragraphs 20(j) and 21 below,
             -----------------------
Landlord and its partners, and their respective partners, officers, agents and
employees shall not be liable for Tenant's loss of income or extra expense or
for any damage to Tenant's property, nor for loss of damage to property by theft
or otherwise, nor for any injury or damage which may be sustained by the person,
goods, wares, merchandise or property of Tenant, its employees, invitees or
customers or any other person in or about the Premises caused by or resulting
from any peril which may affect the Premises, including without limitation fire,
explosion, falling plaster, steam, electricity, gas, water or rain, which may
leak or flow from or into any part of the Premises, or from the breakage,
leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures of the same, whether
such damage or injury results from conditions arising upon the Premises or upon
other portions of the Building, or from other sources. Landlord shall not be
liable for any damages arising from any act or neglect of any other tenant or
occupant of the Building or any of their officers, employees, agents,
representatives, customers and invitees and Tenant hereby waives any such right
it may have against Landlord.

     (b)     Indemnification. Subject to Paragraphs 20(j) and 21 below, and to
             ---------------
the fullest extent permitted by law, Tenant shall indemnify, hold Landlord
harmless from and defend Landlord, its agents and employees against any and all
claims, losses, costs, damages, expenses or liabilities, including without
limitation reasonable attorney's fees and costs of defense (collectively,
"Claims"), for death of or any injury or damage to any person or property
whatsoever, to the extent such death, injury or damage arises from Tenant's use
of the Premises or the conduct of Tenant's business. This indemnification
provision shall not require payment as a condition precedent to recovery, and
Tenant's defense obligation hereunder shall include the obligation, upon demand,
to defend Landlord against any Claims by counsel reasonably satisfactory to
Landlord. In addition, if any person not a party to this Lease shall institute
any other type of action against Tenant in which Landlord, involuntarily and
without cause, shall be
                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      21

<PAGE>

made a party defendant and which is related to this Lease, Tenant shall
indemnify, hold Landlord harmless from and defend Landlord from all liabilities
by reason thereof.

     (c)     Tenant's Insurance. Tenant hereby agrees to maintain in full force
             ------------------
and effect at all times during the term of this Lease, at its own expense, for
the protection of Tenant and Landlord, as their interests may appear, policies
of insurance which afford the following coverages:

             (i)    Workers' Compensation coverage as required by law.

             (ii)   Comprehensive General Liability or Commercial General
     Liability Insurance with respect to the Premises and the operations on or
     on behalf of Tenant in, on or about the Premises, including but not limited
     to Blanket Contractual Liability, Broad Form Property Damage Liability
     Coverage, Personal Injury, and Fire Legal Liability, Host Liquor Liability
     protection and indemnity (if applicable) and Owned and Non-Owned Automobile
     Coverage in an amount not less than $1,000,000 per occurrence. The policy
     for such insurance shall contain the following provisions: (A) severability
     of interest; (B) cross liability; (C) an endorsement naming Landlord and
     any other mortgagees of the Building. designated in writing by Landlord as
     an additional insured; (D) an endorsement stating, in substance, "such
     insurance as is afforded by this policy for the benefit of the Landlord and
     any other additional insured shall be primary as respects to any liability
     or claims arising out of the occupancy of the Premises by the Tenant, or
     Tenant's operations and any insurance carried by Landlord, or any other
     additional insured shall be non-contributory;" (E) an endorsement
     allocating to the Premises the full amount of liability limits required by
     this Lease; (F) coverage must be on an "occurrence basis;" "Claims Made"
     forms are not acceptable; and (G) an aggregate limit of no less than
     $3,000,000 per annum available for occurrences at the Premises, if such
     policy has an aggregate limit.

             (iii)  Insurance providing protection against "All Risks" of
     physical loss, including without limitation insurance against fire, theft,
     burglary, structural collapse, sprinkler leakage, earthquake and flood (if
     required by a lender holding a security interest in the Building),
     vandalism and malicious mischief, in an amount sufficient to cover the full
     cost of replacement (with no deductible for depreciation and with the
     understanding that such amount shall be adjusted not more frequently than
     on an annual basis) of all improvements and betterments to the Premises,
     all of Tenant's fixtures, furnishings, equipment, furniture, trade fixtures
     and other personal property located or used in the Premises. All policies
     of such insurance shall contain no coinsurance or contribution provisions
     and shall name Landlord and any mortgagees of the Building designated in
     writing by Landlord, if any, as additional insureds and/or loss payable in
     accordance with such lender's or lenders' requirements. For the purposes of
     this subparagraph (iii), the Premises shall consist of the Rentable Area
     shown in the floor plan attached hereto as Exhibit "A-1," and consist of
     the cubic space spanning from the floor slab to the bottom surface of the
     floor slab of the floor immediately above the Premises (the "upper slab"),
     without any offsets or deductions for columns and other structural portions
     of the Building or vertical penetrations that are included for the special
     use of Tenant. Such cubic space shall include the plenum space which is
     bounded by the lower surface of the upper slab and the suspended ceiling of
     the Premises. The proceeds of such insurance, so long as this Lease remains
     in effect, shall be used to repair or replace the improvements, trade
     fixtures and personal property in the Premises so insured. Upon any
     termination of this Lease pursuant to Paragraph 14(a) above, the proceeds
     of such insurance relating to permanent improvements to the Premises shall
     be the property of Landlord (but excluding furniture, fixtures and
     equipment which may be removed pursuant to the terms of this Lease).

     (d)     Deductibles. Tenant may, with the written consent of Landlord,
             -----------
elect to have reasonable deductibles in connection with the policies of
insurance required to be maintained by Tenant under subparagraph (c)(iii).

                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      22
<PAGE>

     (e)     Certificates of Insurance. Tenant shall deliver to Landlord at
             -------------------------
least thirty (30) days prior to the time such insurance is first required to be
carried by Tenant, and thereafter at least thirty (30) days prior to the renewal
date or expiration of each such policy, Certificates of Insurance evidencing the
above coverage with limits not less than those specified above. Such
Certificates, with the exception of Workers' Compensation, shall add Landlord
and each of its partners, and its and their subsidiaries, affiliates, partners,
officers, directors, agents, employees, lenders and other persons or entities
designated by Landlord and having an insurable interest in the Premises as
additional insureds and shall expressly provide that the interest of same
therein shall not be affected by any breach by Tenant of any policy provision
for which such Certificates evidence coverage. Neither Landlord nor any other
person or entity named as an additional insured pursuant to this subparagraph
shall have any obligation under such policies, such as payment of premiums,
giving of notices and the like. Further, all Certificates shall expressly
provide that not less than thirty (30) days prior unqualified written notice
shall be given to Landlord or Landlord's lender in the event of material
alteration to, non-renewal of, or cancellation of the coverages evidenced by
such Certificates. Notwithstanding the foregoing, Landlord may, at any time,
from time to time, inspect and/or copy and approve any and all insurance
policies required hereunder.

     (f)     Landlord's Insurance. Landlord shall at all times during the term
             --------------------
of this Lease maintain in effect a policy or policies of "All Risk" insurance,
together with sprinkler leakage and vandalism and malicious mischief coverage,
covering one hundred percent (100%) of the full replacement cost valuation of
the Building, and Landlord's personal property including its business papers,
furniture, fixtures and equipment (collectively, "Landlord's Property"), subject
to commercially reasonable deductibles, in the event of fire, lightning,
windstorm, vandalism, malicious mischief and all other risks normally covered by
"all risk" policies carried by landlords of comparable buildings in the vicinity
of the Building. Landlord shall also obtain and keep in full force (a) a policy
of commercial general liability and property damage insurance, (b) loss of rent
insurance and (c) workers' compensation insurance, all such insurance being in
amounts and with deductibles comparable to the insurance being carried by
landlords of Comparable Buildings provided, however, that the foregoing shall
not be applicable to Landlord's lender which shall be responsible to provide
such coverage as the lender then utilizes under its insurance program for
buildings similar to the Building if such lender becomes responsible under this
Lease to provide such insurance. To the extent Landlord is constructing the
Tenant Improvements, Landlord shall (i) carry "all risk" property policy
covering the Tenant Improvements in an amount not less than one hundred percent
(100%) of the full replacement cost valuation naming Landlord's Agents as the
insured and Tenant as an additional insured to the extent of Tenant's interest
in the Tenant Improvements, (ii) cause the contractors and subcontractors to
carry a policy of contractor's liability insurance with a policy limit of
$1,000,000 and (iii) cause the its contractors and subcontractors to carry
Commercial General Liability and Comprehensive Automobile Liability Insurance,
including the ownership, maintenance and operation of any automotive equipment,
owned, hired, or non-owned in an amount not less than Five Hundred Thousand
Dollars ($500,000) for each person in one accident, and One Million Dollars
($1,000,000) for injuries sustained by two or more persons in any one accident
and property damage liability in an amount not less than One Million Dollars
($1,000,000) for each accident . Landlord may also, but shall not be required
to, maintain flood and earthquake insurance with respect to the Building, rental
interruption insurance assuring that the rent under this Lease will be paid to
Landlord for a period of not less than twelve (12) months if the Premises are
destroyed or rendered inaccessible by a risk insured against under the foregoing
coverage, and any other types of insurance that Landlord, in its business
judgment, may determine is necessary or desirable to obtain and is maintained by
landlords of Comparable Buildings. The cost of all such insurance shall be
included in the Operating Expenses to be reimbursed by Tenant to Landlord
pursuant to Paragraph 3.

     (g)     Increase in Coverage. Upon demand, Tenant shall provide Landlord,
             --------------------
at Tenant's expense, with such increased amount of existing insurance, and such
other insurance in such limits, as Landlord may reasonably require and such
other hazard insurance as the nature and condition of the Premises may require
in the sole judgment of Landlord to afford Landlord adequate protection for
risks of Tenant to be insured hereunder.

                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      23
<PAGE>

     (h)     No Co-Insurance. If on account of the failure of Tenant to comply
             ---------------
with the provisions of this Paragraph, Landlord or any additional insured is
adjudged a coinsurer by its insurance carrier, then any loss or damage Landlord
or such additional insured shall sustain by reason thereof shall be borne by
Tenant and shall be immediately paid by Tenant upon receipt of a bill therefor
and evidence of such loss.

     (i)     Insurance Limits. Landlord makes no representation that the limits
             ----------------
of liability specified to be carried by Tenant under the terms of this Lease are
adequate to protect Tenant against Tenant's undertakings under this Lease. In
the event Tenant believes that any such insurance coverage called for under this
Lease is insufficient, Tenant shall provide, at its own expense, such additional
insurance as Tenant deems adequate. In no event shall the limits of any coverage
maintained by Tenant pursuant to this Paragraph 20 be considered as limiting
Tenant's liability under this Lease.

     (j)     The Party's Negligence. Subject to the insurance, release and
             ----------------------
wavier of subrogation provisions of this Lease, nothing contained in this Lease
shall operate to relieve either party from any loss, damage, injury, liability,
claim, cost or expense which was proximately caused by its acts, omissions or
willful misconduct or that of their respective employees, agents or
representatives. In the event that Landlord and Tenant are each determined to be
negligent in connection with any occurrence, the respective parties shall bear
those portions of the liability determined by applying their respective
percentages of negligence to the total liability assessed, to the extent not
covered by the insurance coverages required under this Lease.

     (k)     General Requirements. All insurance required to be carried by
             --------------------
Tenant hereunder shall be with companies rated A:X, or better, in the then most
recent edition of Best's Insurance Guide and licensed to provide the relevant
insurance in the State of California. Such insurance shall be primary insurance
(and not "excess over") as respects Landlord and any other additional insured(s)
designated by Landlord and not contributory with any other available insurance.
All policies of such insurance shall each contain an unqualified provision that
the insurer will not cancel, deny renewal or materially amend the coverage
provided by such policy without first giving Landlord and any additional
insured(s) thirty (30) days' prior written notice. All policies and certificates
delivered by Tenant pursuant to this Paragraph shall contain liability limits
not less than those set forth herein, shall list the additional insured(s) and
shall specify all endorsements and special coverages required by this Paragraph.
Any insurance required to be maintained by Tenant may be maintained by Tenant
pursuant to so-called "blanket" policies of insurance so long as (i) the
Premises is specifically identified therein (by rider, endorsement or otherwise)
as included in the coverage provided, (ii) the limits of the policy are
applicable on a "per location" basis to the Premises and (iii) such policies
otherwise comply with the provision of this Lease. The term "term of this Lease"
shall mean, for the purposes of this Paragraph, the period commencing on the
date Tenant is given access to the Premises for any purpose through the later of
the expiration or termination of the Lease term or the date Tenant surrenders
physical possession of the Premises to Landlord. With respect to the
Comprehensive General Liability insurance required to be obtained by Tenant
under this Lease, the foregoing general requirements are subject to the specific
requirements set forth in subparagraph (c)(ii), above.

     (l)     Landlord's Self Help Right. In the event that Tenant fails to
             --------------------------
procure, maintain and/or pay for at the times and for the durations specified in
this Lease, any insurance required by this Paragraph, or fails to carry
insurance required by any governmental requirement, Landlord may (but without
obligation to do so) at any time or from time to time, and without notice,
procure such insurance and Tenant agrees to pay the sums so paid by Landlord
together with interest thereon at the interest rate set forth in Paragraph 37(a)
below, and any costs or expenses incurred by Landlord in connection therewith,
within ten (10) days following Landlord's written demand to Tenant for such
payment.

     21.     WAIVER OF SUBROGATION

                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      24
<PAGE>

     Landlord and Tenant each hereby waives any and all rights of recovery
against the other, and against any other tenant or occupant of the Building and
against the officers, employees, agents, representatives, customers and invitees
of such other party and of such other tenant or occupant of the Building for
loss of or damage to such waiving party or its property or the property of
others under its control, to the extent that such loss or damage is insured
against under any policy of insurance required to be carried by such waiving
party pursuant to the provisions of this Lease (or any other policy of insurance
carried by such waiving party in lieu thereof) at the time of such loss or
damage. The foregoing waiver shall be effective whether or not a waiving party
shall actually obtain and maintain the insurance which such waiving party is
required to obtain and maintain pursuant to this Lease (or any substitute
therefor). The policies of insurance which Landlord and Tenant are required to
maintain under this Lease shall provide that the insurance company shall waive
all right of recovery by way of subrogation against either Landlord or Tenant in
connection with any damage covered by the subject policy.

     22.     ATTORNEYS' FEES

     In the event of any legal action, litigation or arbitration proceeding
brought by either party against the other arising out of on in connection with
this Lease, the Premises or the Building or in which this Lease is asserted as a
defense, the prevailing party shall be entitled to recover from the other party
reasonable attorneys' fees incurred in such action in an amount determined by
the court, in addition to its costs incurred in such action, and such amounts
shall be included in any judgment rendered in such action or proceeding. This
provision shall survive the termination of this Lease.

     23.     WAIVER

     No waiver by Landlord or Tenant of any provision of this Lease or of any
breach by Tenant or Landlord hereunder shall be deemed to be a waiver of any
other provision hereof, or of any subsequent breach by Tenant or Landlord of the
same or any other provision. Landlord's consent to or approval of any act by
Tenant requiring Landlord's consent or approval shall not be deemed to render
unnecessary the obtaining of Landlord's consent to or approval of any subsequent
act of Tenant. Tenant's consent to or approval of any act by Landlord requiring
Tenant's consent or approval shall not be deemed to render unnecessary the
obtaining of Tenant's consent to or approval of any subsequent act of Landlord.
Furthermore, any custom or practice which may develop between the parties in the
administration of this Lease shall not be construed to waive or lessen the right
of Landlord or Tenant to insist upon the performance by Tenant or Landlord in
strict accordance with all of the terms, covenants, agreements, conditions, and
provisions of this Lease. No act or thing done by Landlord or Landlord's agents
during the term of this Lease shall be deemed an acceptance of a surrender of
the Premises, unless done in a writing signed by Landlord. Tenant's delivery of
keys to any employee or agent of Landlord shall not operate as a termination of
this Lease or a surrender of the Premises unless done pursuant to a written
agreement to such effect executed by Landlord. The acceptance of any rent by
Landlord following a breach of this Lease by Tenant shall not constitute a
waiver by Landlord of such breach (other than the failure to pay the particular
rent so accepted) or any other breach unless such waiver is expressly stated in
a writing signed by Landlord. The acceptance of any payment from a debtor in
possession, a trustee, a receiver or any other person acting on behalf of Tenant
or Tenant's estate shall not waive or cure a default under Paragraph 26(A)(vi)
or waive the provisions of Paragraphs 16 or 25.

     24.     NOTICES

     All notices, requests, payments, consents or approvals ("notices") which
Landlord or Tenant may be required, or may desire, to serve on the other shall
be in writing and may be served, by personal service or as an alternative to
personal service, by mailing the same by registered or certified mail, postage
prepaid and return receipt requested, addressed as set forth in Item 13 of the
Basic Lease Provisions, or addressed to such other address or addresses as

                                                      --------------------------
                                                        Landlord's      Tenant's
                                                        initials        initials
                                                      --------------------------


                                                      --------------------------

                                      25
<PAGE>

either Landlord or Tenant may from time to time designate to the other in the
manner provided for herein. All notices shall be deemed effective upon receipt.
If personally delivered, notices shall be deemed received at the time of
delivery. If any notice is sent by mail, the same shall be deemed delivered and
received on the date of receipt or refusal indicated on the return receipt. Any
notice provided for herein may also be sent by facsimile transmission or by any
reputable overnight courier so long as written confirmation of delivery of such
notice is obtained by the sender. In either of these cases, a confirmation copy
of such notice shall be sent by registered or certified mail, return receipt
requested, and such notice shall be deemed to be received one day after it is
sent.

     25.  INSOLVENCY OR BANKRUPTCY

     In no event shall this Lease be assigned or assignable by operation of law
and in no event shall this Lease be an asset of Tenant in any receivership,
bankruptcy, insolvency, or reorganization proceeding.

     26.  DEFAULTS AND REMEDIES

     (a)  The occurrence of any of the following shall constitute a material
default and breach of this Lease by Tenant:

        (i)   Any failure by Tenant to pay the rent or to make any other payment
     required to be made by Tenant hereunder at the time specified for payment.
     Landlord shall give Tenant three (3) days' written notice of any such
     default, which notice shall be in lieu of, and not in addition to, any
     notice required under Section 1161, et seq., of the California Code of
                                         -------
     Civil Procedure, as amended;

        (ii)  The abandonment of the Premises by Tenant. Abandonment is herein
     defined to include any absence by Tenant from the Premises for five (5)
     days or longer while Tenant is otherwise in default under this Lease;

        (iii) Any failure by Tenant to observe and perform any other provision
     of this Lease to be observed or performed by Tenant, where such failure
     continues for ten (10) days (except where a different period of time is
     specified in this Lease) after written notice by Landlord to Tenant;
     provided, however, that any such notice shall be in lieu of, and not in
     addition to, any notice required under Section 1161, et seq., of the
                                                          --------
     California Code of Civil Procedure, as amended. If the nature of such
     default is such that the same cannot reasonably be cured within such ten
     (10) day period, Tenant shall not be deemed to be in default if Tenant
     shall within such period commence such cure and thereafter diligently
     prosecute the same to completion;

         (iv) Tenant makes or has made or furnishes or has furnished any
     material warranty, representation or statement to Landlord in connection
     with this Lease, or any other agreement to which Tenant and Landlord are
     parties, which is or was false or misleading in any material respect when
     made or furnished;

          (v) Subject to the provisions of Paragraph 16(h) above, any
     substantial portion of the assets of Tenant is transferred, or any material
     obligation is incurred by Tenant, unless such transfer or obligation is
     incurred in the ordinary course of Tenant's business, or in good faith for
     fair equivalent consideration, or with Landlord's consent; and/or

         (vi) The making by Tenant of any general assignment for the benefit of
     creditors; the filing by or against Tenant of a petition to have Tenant
     adjudged a bankrupt or of a petition for reorganization or arrangement
     under any law relating to bankruptcy (unless, in the case of a petition
     filed against Tenant, the same is dismissed within sixty (60) days); the
     appointment of a trustee or receiver to take possession of substantially
     all of Tenant's assets located at the Premises or of Tenant's interest in
     this Lease, where possession is not restored to Tenant within sixty (60)
     days; the


                                      26
<PAGE>

     attachment, execution or other judicial seizure of substantially
     all of Tenant's assets located at the Premises or of Tenant's interest in
     this Lease, where such seizure is not discharged within sixty (60) days; or
     Tenant's convening of a meeting of its creditors or any class thereof for
     the purpose of effecting a moratorium upon or composition of its debts.

     (b) In the event of any such default by Tenant, then in addition to any
other remedies available to Landlord at law or in equity, Landlord shall have
the immediate option to terminate this Lease and all rights of Tenant hereunder
by giving written notice of such intention to terminate.  In the event that
Landlord shall elect to so terminate this Lease then Landlord may recover from
Tenant:

        (i)   the worth at the time of award of any unpaid rent which had been
     earned at the time of such termination; plus

        (ii)  the worth at the time of award of the amount by which the unpaid
     rent which would have been earned after termination until the time of award
     exceeds the amount of such rental loss which Tenant proves reasonably could
     have been avoided; plus

        (iii) the worth at the time of award of the amount by which the unpaid
     rent for the balance of the term of this Lease after the time of award
     exceeds the amount of such rental loss that Tenant proves reasonably could
     have been avoided; plus

        (iv)  any other amount necessary to compensate Landlord for all the
     detriment proximately caused by Tenant's failure to perform its obligations
     under this Lease or which in the ordinary course of things would be likely
     to result therefrom including any amount expended by Landlord to mitigate
     damages; plus

        (v)   the unamortized value of the Building Standard Work (as described
     in Exhibit "B") made to the Premises, calculated by reference to the length
     of the term of the Lease that would have remained had the Lease not been
     terminated; plus

        (vi)  the amount of rent, if any, that is postponed or abated, as well
     as the amount of any other rent or operating concession, any lease take
     over obligation assumed by Landlord, any lease subsidy paid by Landlord or
     any other bonus, lease cancellation payment, inducement or concession for
     Tenant's entering into this Lease; and

        (vii) at Landlord's election, such other amounts in addition to or in
     lieu of the foregoing as may be permitted from time to time by applicable
     California law.

     (c) As used in subparagraphs (b)(i) and (b)(ii) above, the "worth at the
time of award" is computed by allowing interest at the rate determined pursuant
to Paragraph 37 below.  As used in subparagraph (b)(iii) above, the "worth at
the time of award" is computed by discounting such amount at the discount rate
of the Federal Reserve Bank of San Francisco at the time of award plus one
percent (1%).

     (d) In the event of any default by Tenant, Landlord shall also have the
right, with or without terminating this Lease, to re-enter the Premises and
remove all persons and property from the Premises.  Such property may be removed
and stored in a public warehouse or elsewhere at the cost of and for the account
of Tenant, all in accordance with applicable California law.

     (e) In the event of the abandonment as defined in Paragraph 26(a)(ii)
above, of the Premises by Tenant or in the event that Landlord shall elect to
re-enter as provided above or shall take possession of the Premises pursuant to
legal proceedings or pursuant to any notice provided by law, then if Landlord
does not elect to terminate this Lease as provided in this Paragraph 26,
Landlord may from time to time, without terminating this Lease, either recover


                                      27
<PAGE>

all rental as it becomes due or relet the Premises or any part thereof for such
term or terms and at such rental or rentals and upon such other terms and
conditions as Landlord in its sole discretion may deem advisable, with the right
to make alterations and repairs to the Premises. Election by Landlord to proceed
pursuant to this subparagraph shall be made upon written notice to Tenant and
shall be deemed an election of the remedy described in California Civil Code
Section 1951.4 and, unless Landlord relets the Premises, Tenant shall have the
right to sublet or assign subject to the prior written consent of Landlord. Such
consent shall not be unreasonably withheld and shall be subject to all of the
terms and provisions of Paragraph 16.

     (f) In the event that Landlord shall elect to so relet, then rentals
received by Landlord from such reletting shall be applied:  first, to the
payment of any indebtedness other than rent due hereunder from Tenant to
Landlord; second, to the payment of any reasonable cost of such reletting;
third, to the payment of the reasonable cost of any alterations and repairs to
the Premises; fourth, to the payment of rent due and unpaid hereunder; and the
residue, if any, shall be held by Landlord and applied in payment of future
amounts as the same may become due and payable hereunder.  Should the rent for
such reletting, during any month for which the payment of rent is required
hereunder, be less than the rent payable during that month by Tenant hereunder,
then Tenant shall pay such deficiency to Landlord immediately upon demand
therefor by Landlord.  Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as ascertained, any reasonable costs
and expenses incurred by Landlord in such reletting or in making such
alterations and repairs not covered by the rentals received from such reletting.

     (g) No re-entry, removal of property or taking possession of the Premises
by Landlord pursuant to this Paragraph 26 shall be construed as an election to
terminate this Lease unless a written notice of such intention be given to
Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction.  Furthermore, neither Landlord's acts of maintenance or
preservation nor its efforts to relet nor the appointment of a receiver to
             ---                      ---
collect rents shall constitute a termination of Tenant's right to possession
unless a written notice of such intention is provided by Landlord to Tenant.
Notwithstanding any reletting without termination by Landlord because of any
default by Tenant, Landlord may at any time after such reletting elect to
terminate this Lease for any such default.

     (h) In any action for unlawful detainer commenced by Landlord against
Tenant by reason of any default hereunder, the reasonable rental value of the
Premises for the period of the unlawful detainer shall be the amount of rent
reserved in this Lease for such period, unless Landlord or Tenant shall prove to
the contrary by competent evidence.  The rights and remedies reserved to
Landlord herein, including those not specifically described, shall be cumulative
and, except as otherwise provided by California statutory law in effect at the
time, Landlord may pursue any or all of such rights and remedies, or any other
right available at law or equity, at the same time or otherwise.

     (i) All covenants and agreements to be performed by Tenant under this Lease
shall be performed by Tenant at Tenant's sole cost and expense and without any
abatement of rent. If Tenant fails to pay any sum of money, other than rent,
required to be paid by it or fails to perform any other act on its part to be
performed, and such failure continues beyond any applicable grace period set
forth in the Paragraph providing for such obligation (or if no grace period is
set forth in such Paragraph, then the applicable grace period pursuant to this
Paragraph 26), then in addition to any other remedies provided herein Landlord
may, but shall not be obligated so to do, without curing such default or waiving
or releasing Tenant from any of its obligations, make any such payment or
perform any such other act on Tenant's part, including the removal of any
offending signs. Landlord's election to make any such payment or perform any
such act on Tenant's part shall not give rise to any responsibility of Landlord
to continue making the same or similar payments or performing the same or
similar acts. Tenant shall, within thirty (30) days after written demand
therefor by Landlord, reimburse Landlord for all sums so paid by Landlord and
all necessary incidental costs, together with interest thereon at the rate
determined under Paragraph 37, accruing from the date of such payment by
Landlord;


                                      28
<PAGE>

and Landlord shall have the same rights and remedies in the event of failure by
Tenant to pay such amounts as Landlord would have in the event of a default by
Tenant in payment of rent.

     (j) Subject to the provisions of Paragraph 26(a), Tenant hereby waives, for
itself and all persons claiming by and under Tenant, all rights and privileges
which it might have had under any present or future law, to redeem the Premises
or to continue the Lease after being dispossessed or ejected from the Premises.

     27. HOLDOVER

     Tenant shall surrender possession of the Premises immediately after the
expiration of the Lease term or termination of the Lease. If Tenant or anyone
claiming under Tenant holds over after the expiration or earlier termination of
the term hereof without the express written consent of Landlord, Tenant shall
(a) become a tenant at sufferance only at the greater of (i) two hundred percent
(200%) of the Basic Annual Rent and Additional Rent then in effect, or (ii) two
hundred percent (200%) of the then current market rent in the Building (Basic
Annual Rent and Additional Rent) by reference to recent comparable transactions
entered into by Landlord and otherwise upon the terms, covenants and conditions
herein specified, so far as applicable, (b) if Tenant holds over more than
thirty (30) days, pay all damages sustained by Landlord by reason of such
holding over and (c) if Tenant holds over more than thirty (30) days, indemnify,
defend and hold Landlord harmless from and against any loss or liability
resulting from such holding over, including, but not limited to, any amounts
required to be paid to any tenant or prospective tenant who was to have occupied
the Premises after said termination or expiration and any related attorneys'
fees and brokerage commissions. Acceptance by Landlord of rent after such
expiration or earlier termination shall not constitute a consent to a holdover
hereunder, but shall create only a month-to-month tenancy terminable at the end
of any calendar month by not less than ten (10) days written notice given by
either party to the other party. Further, no payment of money by Tenant to
Landlord after the termination of this Lease by Landlord, or after the giving of
any notice of termination to Tenant by Landlord which Landlord is entitled to
give Tenant under this Lease, shall reinstate, continue or extend the term of
this Lease or shall affect any such notice given to Tenant prior to the payment
of such money, it being agreed that after the service of such notice or the
commencement of any suit by Landlord to obtain possession of the Premises,
Landlord may receive and collect when due any and all payments owed by Tenant
under the Lease, and otherwise exercise its rights and remedies. The making of
any such payments by Tenant shall not waive such notice, or in any manner affect
any pending suit or judgment obtained. The foregoing provisions of this
Paragraph are in addition to and do not affect Landlord's right of re-entry or
any other rights of Landlord hereunder or as otherwise provided by law.

     28. CONDITION OF PREMISES

     Except as expressly provided herein, Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty with
respect to the Premises or the Building or with respect to the suitability of
any part of the Building for the conduct of Tenant's business. The taking of
possession of the Premises by Tenant shall conclusively establish, except with
respect to latent defects, that the Premises and the Building were at such time
in good and sanitary order, condition and repair except with respect to non-
latent defects as to which Tenant notifies Landlord within thirty (30) days of
the taking of possession of the Premises by Tenant for the purpose of conducting
business operations. Landlord and its agents shall be responsible for the repair
of any and all structural and/or latent defects in the Premises or in the
Building during the term of this Lease as it may be extended. Tenant shall
endeavor to give prompt notice to Landlord in case of fire or accidents in the
Premises or in the Building, or of defects therein.

     29.  QUIET POSSESSION

     Upon Tenant's paying the rent hereunder and observing and performing all of
the covenants, conditions and provisions on Tenant's part to be observed and
performed hereunder,


                                      29
<PAGE>

Tenant shall have quiet possession of the Premises for the entire term hereof,
subject to all the provisions of this Lease.

     30. TENANT'S SIGNS

     (a) Tenant may, at its sole cost and expense, place its signs displaying
its logo and graphics on the entrance doors to the Premises and in hallways or
elevator lobbies on floors wholly leased by Tenant. On partial floors leased by
Tenant, Tenant, at its sole cost and expense, may place its signs on entrance
doors to the Premises provided the number, size, color, style, material and
location of such signs conform to Landlord's graphics program for the Building
and Landlord shall place directional signs to the Premises, at Tenant's expense,
at a location determined by Landlord.

     (b) Landlord at its own cost and expense shall place a directory board in
the Building lobby.  Landlord shall cause Tenant's name to be affixed thereto,
at Landlord's cost.  Any changes shall be at Tenant's cost.

     (c) Unless specifically set forth to the contrary in an addendum to this
Lease, Tenant shall not place any sign on the exterior of the Building, or
within the Building if such sign may be seen from outside of the Building or on
any Building sign monument or other device constructed for the placement of
tenant signs.

     (d) All Tenant signs installed by Landlord or Tenant shall comply with all
applicable requirements of all governmental authorities having jurisdiction and
shall be installed in a good and workmanlike manner.  Such signs shall be
maintained and kept in good repair at Tenant's sole cost and expense.

     31. CONFLICT OF LAWS

     This Lease shall be governed by and construed pursuant to the laws of the
State of California, and the venue of any action or proceeding under this Lease
shall be Orange County, California.

     32. COMMON FACILITIES; PARKING

     Tenant shall have the non-exclusive right, in common with Landlord and
other tenants and occupants of the Building and their employees, agents and
business visitors, to the use of all common facilities which constitute a part
of the Building, subject to such reasonable rules and regulations relating to
such use as Landlord may from time to time establish. Common facilities located
within the Building include any building lobby, elevators, rest rooms, stairways
and stairwells, elevator lobbies and all common entrances, corridors,
passageways and serviceways which are not located within the Premises of Tenant
or the premises of another tenant of the Building. Common facilities located
outside of the Building include landscaping, hardscaping and any fountains
adjacent to the Building, a parking structure (the "Building Parking
Structure"), all sidewalks, driveways, vehicle and pedestrian entrances and
accessways, loading docks, truck tunnels, truck parking and truck turn-around
areas, vehicle and pedestrian ramps serving the Building and any pedestrian
walkway connecting the Building and the Building Parking Structure. Landlord may
make changes at any time and from time to time to the common facilities, without
any liability to Tenant, and no such change shall entitle Tenant to any
abatement of rent. Landlord shall at all times have the sole and exclusive
control of the common facilities. To the extent that any common facilities
located outside of the Building are maintained jointly or for the common benefit
of Landlord and the owners of adjacent structures, (i) Tenant's non-exclusive
right of use of such common facilities shall be in common with Landlord, other
tenants and occupants of and visitors to the Building and the owners, tenants,
occupants of and visitors to such other structures and (ii) Operating Expenses
for purposes of Paragraph 3 shall include only that portion of the operating
expenses of such common facilities as are allocated to the Building from time to
time by agreement among Landlord and the owners of such other structures.


                                      30
<PAGE>

     Tenant shall keep all common facilities free and clear of any obstructions
created or permitted by Tenant or resulting from Tenant's operations and shall
not conduct an assembly on the common facilities without Landlord's prior
consent. Nothing herein shall affect the right of Landlord at any time to remove
any persons not authorized to use the common facilities or to prevent the use of
such facilities by unauthorized persons. Landlord reserves the right, from time
to time, to (A) make alterations in or additions to the common facilities,
including without limitation, constructing new structures or changing the
location, size, shape and/or number of the driveways, entrances, parking spaces,
parking areas, loading and unloading areas, landscape areas and walkways, (B)
close temporarily any of the common facilities of the Building for maintenance
purposes as long as reasonable access to the Premises remains available, (C)
designate property to be included in or eliminate property from the common
facilities of the Building, and (D) use the common facilities of the Building
while engaged in making alterations in or additions or repairs to the Building.

     Tenant shall purchase nine (9) reserved parking contracts for parking under
the Building during each month of the term of this Lease at prevailing rates as
established from time to time and pursuant to the Parking Agreement attached
hereto as Exhibit "E." All agreements by Tenant and Tenant's employees for
monthly usage of spaces shall be made directly with the operator of the Building
Parking Structure. Tenant's parking rights are personal to Tenant as originally
named herein and such rights may not be sublet or assigned to any other person
or entity.

     33.  SUCCESSORS AND ASSIGNS

     Except as otherwise provided in this Lease, all of the covenants,
conditions and provisions of this Lease shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.

     34.  BROKERS

     Tenant warrants that it has had no dealings with any real estate broker or
agent in connection with the negotiation of this Lease, excepting only the
broker(s) named in Item 10 of the Basic Lease Provisions, if any, and that it
knows of no other real estate broker or agent who is or might be entitled to a
commission in connection with this Lease. Landlord covenants and agrees to pay
all real estate commissions due in connection with this Lease to such named
broker(s), but only at such time(s) and in such amount(s) as are agreed in
writing between Landlord and such broker. Tenant agrees to pay and hold Landlord
harmless from and defend Landlord against any cost, expense or liability for any
compensation claimed by any broker, finder or agent employed or claiming to have
been employed by Tenant in connection with this Lease or with the negotiation of
this Lease. Landlord and Tenant acknowledge that payment shall not be a
condition precedent to recovery upon the foregoing indemnification provision.

     35.  NAME

     Tenant shall not, without the written consent of Landlord, use the name,
insignia or logotype of the Building for any purpose other than as the address
of the business to be conducted by Tenant in the Premises, and in no event shall
Tenant acquire any rights in or to such name, insignia and/or logotype.
Furthermore, Tenant shall not use any picture of the Building in its
advertising, stationery or in any other manner. Tenant shall, when referring to
the Building, refer to the Building by the name or address assigned thereto,
from time to time, by Landlord and shall refer to its location as "The Offices
of South Coast Plaza." References to the Building and its location shall not be
made by Tenant in any other manner. Landlord expressly reserves the right, in
its sole and absolute discretion, at any time to change the name, insignia,
logotype or street address of the Building without in any manner being liable to
Tenant.

     36.  EXAMINATION OF LEASE


                                      31
<PAGE>

     Submission of this instrument for examination, negotiation or signature by
Tenant does not constitute an offer to lease or a reservation of the Premises
for Tenant or an option for Tenant to lease the Premises, and it is not
effective as a Lease or otherwise until at least one counterpart, duly executed
by authorized persons of Landlord and Tenant, has been delivered to each party
thereto. Without limiting the generality of the foregoing, Tenant acknowledges
that this Lease and any material amendments hereto are subject to the approval
of Landlord's lender with respect to the Building. Promptly upon execution of
this Lease by Tenant, Landlord shall submit the same to its lender for approval.
Delivery by Landlord to Tenant of a copy of this Lease or of any amendment
hereto fully executed by Landlord and Tenant shall constitute notice to Tenant
that Landlord has obtained the approval of its lender with respect to this Lease
or such amendment.

     37.  INTEREST ON TENANT'S OBLIGATIONS; LATE CHARGE

     (a)  Any amount due from one party to another under this Lease which is not
paid when due shall bear interest at the lesser rate ("Interest Rate") of (i)
the rate publicly announced from time to time, by the largest (as measured by
deposits) state chartered bank operating in California, as its Prime Rate or its
Reference Rate or other similar benchmark, plus four percent (4%), or (ii) the
maximum rate per annum permitted by law, from the date such payment is due until
paid, but the payment of such interest shall not excuse or cure any default
under this Lease. Such rate shall remain in effect after the occurrence of any
breach or default hereunder to and until payment of the entire amount due.

     (b)  In the event Tenant is more than ten (10) days late in paying any
installment of rent due under this Lease, Tenant shall pay Landlord a late
charge equal to five percent (5%) of the delinquent installment of rent upon
Landlord sending Tenant a notice advising of its election to assess a late
charge pursuant to this Section 37(b), provided that in no event shall the
amount of such late charge be less than One Hundred Dollars ($100.00). The
parties agree that it would be impractical or extremely difficult to fix
Landlord's actual damages due to a late payment by Tenant and that the amount of
such late charge represents a reasonable estimate of the cost and expense that
would be incurred by Landlord in processing each delinquent payment of rent by
Tenant and that such late charge shall be paid to Landlord as liquidated damages
for each delinquent payment pursuant to California Civil Code Section 1671. The
parties further agree that the payment of late charges and the payment of
interest provided for in subparagraph (a) above are distinct and separate from
one another in that the payment of interest is to compensate Landlord for the
use of Landlord's money by Tenant, while the payment of a late charge is to
compensate Landlord for the additional administrative expense incurred by
Landlord in handling and processing delinquent payments. It is understood that
the payment of any late charge by Tenant and the acceptance thereof by Landlord
shall not be deemed a waiver by Landlord of its rights regarding any default by
Tenant under this Lease.

     (c)  After the second late payment in any calendar year, in addition a to
all of its other remedies, Landlord shall have the option to require that (i)
beginning with the first payment of rent next due, rent shall no longer be paid
in monthly installments but shall be payable quarterly, three (3) months in
advance and/or (ii) to require the payment of a security deposit equal to three
(3) months rent (Basic Annual Rent and Additional Rent).

     (d)  Should Tenant deliver to Landlord, at any time during the term, two
(2) or more insufficient checks, Landlord may require that all monies then and
thereafter due from Tenant be paid to Landlord by cashier's check.

     38.  TIME

     Time is of the essence of this Lease with respect to the performance of
every provision of this Lease in which time of performance is a factor.

     39.  DEFINED TERMS AND MARGINAL HEADINGS


                                      32
<PAGE>

     The words "Landlord" and "Tenant" as used herein shall each include the
plural as well as the singular and, when applicable, shall refer to actions
taken by their respective representatives. If more than one person is named as
Tenant the obligations of such persons are joint and several. The headings to
the Paragraphs of this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretations of any part hereof.

     40.  PRIOR AGREEMENTS; SEPARABILITY

     This Lease and the exhibits and any addenda hereto contain all of the
agreements of the parties hereto with respect to any matter covered or mentioned
in this Lease, and no prior agreement, understanding or representation
pertaining to any such matter shall be effective for any purpose. No provision
of this Lease may be amended or added to except by an agreement in writing
signed by the parties hereto or their respective successors in interest, and
consented to in writing by any lender designated by Landlord holding a secured
interest in the Building. No verbal agreement or implied covenant shall be held
to vary the terms hereof, any statute, law or custom to the contrary
notwithstanding. No employee or agent of Landlord shall have authority, by
letter, memorandum or other written communication, to amend, vary or delete any
provision of this Lease or any exhibit hereto, unless such written instrument
bears the signature of Landlord. If any term or provision of this Lease the
deletion of which would not adversely affect the receipt of any material benefit
by either party hereunder shall be held invalid, illegal or unenforceable to any
extent, the remainder of this Lease shall not be affected thereby and each term
and provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.

     41.  TRAFFIC AND ENERGY MANAGEMENT

     (a)  Tenant and its employees shall comply with South Coast Air Quality
Management District Rule 2202 (formerly known as Regulation 15) and any other
environmental regulation and/or program now or hereafter applicable to the
Building. Landlord and Tenant agree to cooperate and use their good faith
reasonable efforts to participate in governmentally mandated and voluntary
traffic management programs generally applicable to businesses located in Costa
Mesa, California or to the Building and, initially, shall encourage and support
van and car pooling by office workers and service employees and shall encourage
and support staggered and flexible working hours for employees to the fullest
extent permitted by the requirements of Tenant's business. Neither this
Paragraph nor any other provision in this Lease, however, is intended to or
shall create any rights or benefits in any other person, firm, company,
governmental entity or the public.

     (b)  Landlord and Tenant agree to cooperate and use their best efforts to
comply with any and all guidelines or controls imposed upon either Landlord or
Tenant by federal or state governmental organizations or by any energy
conservation association to which Landlord is a party concerning energy
management.

     (c)  All costs, fees and assessments and other charges paid by Landlord to
any governmental authority or voluntary association in connection with any
program of the types described in this Paragraph, and all costs and fees paid by
Landlord to any governmental authority, voluntary association or third party
pursuant to or to implement any such program, shall be included in Operating
Expenses for the purpose of Paragraph 3, whether or not specifically listed in
such Paragraph. Any breach by Tenant of any of its covenants in this Paragraph
41 may result in penalties or fees being assessed against Landlord or the
Building. These penalties or fees shall not be part of Operating Expenses but
instead shall be payable by Tenant on demand of Landlord.

     42.  CORPORATE/PARTNERSHIP/TRUST AUTHORITY

     Each individual executing this Lease on behalf of Landlord and Tenant
represents and warrants that the execution and delivery of this Lease on behalf
of the party for whom such person is executing is duly authorized, that he or
she is authorized to execute and deliver this Lease and that this Lease is
binding upon such party in accordance with its terms. If Tenant is


                                      33
<PAGE>

a corporation, Tenant shall, within ten (10) days after execution of this Lease,
deliver to Landlord a certified copy of a resolution of the Board of Directors
of Tenant or any executive committee thereof authorizing or ratifying the
execution of this Lease. Failure of Tenant to provide such resolution shall not,
however, relieve Tenant of its obligations pursuant to this Lease. If Tenant is
a partnership or trust, Tenant shall deliver those certificates or written
assurances from the partnership or trust as Landlord may reasonably request.

     43.  NO LIGHT, AIR OR VIEW EASEMENT

     Any diminution or shutting off of light, air or view by any structure which
may be erected on lands adjacent to the Building shall in no way affect this
Lease, abate any payment owed by Tenant under the Lease, or otherwise impose any
liability on Landlord.

     44.  NON-DISCLOSURE OF LEASE TERMS

     Landlord and Tenant agree that the terms of this Lease are confidential and
constitute proprietary information of the parties hereto. Disclosure of the
terms hereof could adversely affect the ability of Landlord to negotiate with
other tenants. Each of the parties hereto agrees that such party, and its
respective partners, officers, directors, employees, agents, real estate brokers
and sales persons and attorneys, shall not disclose the terms and conditions of
this Lease to any other person without the prior written consent of the other
party hereto except pursuant to an order of a court of competent jurisdiction.
Provided, however, that Landlord may disclose the terms hereof to any lender now
or hereafter having a lien on Landlord's interest in the Building or any portion
thereof, and either party may disclose the terms hereof to its respective
attorneys, independent accountants who review its respective financial
statements or prepare its respective tax returns, to any prospective transferee
of all or any portions of their respective interests hereunder (including a
prospective sublessee or assignee of Tenant), to any lender or prospective
lender to such party, to any governmental entity, agency or person to whom
disclosure is required by applicable law, regulation or duty of diligent inquiry
and in connection with any action brought to enforce the terms of this Lease, on
account of the breach or alleged breach hereof or to seek a judicial
determination of the rights or obligations of the parties hereunder.

///

///

     45.  FORCE MAJEURE

     Except as otherwise provided in this Lease, any covenants, conditions,
provisions or agreements on the part of Landlord or Tenant to perform any act or
thing for the benefit of the other party shall not be deemed breached if the
party from whom performance is required is unable to furnish or perform the same
by virtue of a strike, lockout, or labor trouble, fire, earthquake, explosion,
flood, hurricane, the elements, acts of God or the public enemy, action,
restrictions, limitations or interference of governmental authorities or agents,
war, invasion, insurrection, rebellion, riots, inability to obtain necessary
materials, goods, equipment, services, utilities or labor, or any other similar
cause (other than a lack of funds or capital) beyond the reasonable control of
the party from whom performance is required (each, a "Force Majeure Event"), nor
shall Tenant's rent be abated by reason of such inability on the part of
Landlord. Whenever under the provisions of this Lease, either party is required
or agrees to take certain actions, the obligation of the party from whom
performance is required shall be deemed fulfilled if such party causes such
action to be taken by any other person. Except as otherwise expressly provided
in this Lease, any Force Majeure Event shall excuse the performance of such
party for a period equal to the duration of such prevention, delay or stoppage;
provided, however, in no event shall financial incapacity excuse the performance
of either party and no such events shall excuse or delay the payments required
of either party hereunder except as specifically permitted under this Lease.

     46.  MISCELLANEOUS


                                      34
<PAGE>

     (a)  At the expiration or earlier termination of this Lease, Tenant shall
execute, acknowledge and deliver to Landlord, within five (5) days after written
demand from Landlord to Tenant, any quitclaim deed or other document which may
be reasonably requested by any reputable title insurance company to remove this
Lease as a matter affecting title to the Premises on a preliminary title report
or title policy issued with respect to the Building.

     (b)  Tenant acknowledges that the exterior demising walls of the Premises
and the area between the finished ceiling of the Premises and the slab of the
Building floor thereabove have not been leased to Tenant and the use thereof
together with the right to install, maintain, use, repair and replace pipes,
ducts, conduits and wires leading through, under or above the Premises in
locations which will not materially interfere with Tenant's use of the Premises
are hereby reserved by Landlord.

     (c)  All amounts payable hereunder shall be paid in lawful money of the
United States which shall be legal tender at the time of payment. When no other
time is stated herein for payment, payment of any amount due from Tenant to
Landlord hereunder shall be made within ten (10) days after Tenant's receipt of
Landlord's invoice or statement therefor.

     (d)  Tenant shall, upon written request by Landlord, amend this Lease in
any manner reasonably requested by any actual or prospective ground lessor of or
lender to Landlord, provided that any such amendment shall not materially impair
any rights or remedies of Tenant hereunder.

     (e)  LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT HAS HAD THE ADVICE OF
COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY UNDER THE
CONSTITUTIONS OF THE UNITED STATES AND THE STATE OF CALIFORNIA. EACH PARTY
EXPRESSLY AND KNOWINGLY WAIVES AND RELEASES ALL SUCH RIGHTS TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER
ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT'S
USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE.

     ___________________        _________________
     Landlord's Initials        Tenant's Initials

     (f)  This Lease may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.

     (g)  This Lease shall be strictly construed neither against Landlord nor
Tenant.

     (h)  Neither this Lease nor any memorandum hereof shall be recorded by
either Landlord or Tenant.

     (i)  The obligations of the indemnifying party under each and every
indemnification and hold harmless provision in this Lease shall survive the
expiration or earlier termination of this Lease to and until the last to occur
of (i) the last date permitted by law for the bringing of any claim or action
with respect to which indemnification may be claimed by the indemnified party
against the indemnifying party under such provisions or (ii) the date on which
any claim or action for which indemnification may be claimed under such
provision is fully and finally resolved and, if applicable, any compromise
thereof or judgment or award thereon is paid in full by the indemnifying party
and the indemnified party is reimbursed by the indemnifying party for any
amounts paid by the indemnified party in compromise thereof or upon a judgment
or award thereon and in defense of such action or claim, including reasonable
attorneys' fees incurred.

     (j)  In no event shall the review, approval, inspection or examination by
Landlord of any item to be reviewed, approved, inspected or examined by Landlord
under the terms of this Lease be deemed to be an approval of, or representation
or warranty as to, the adequacy,


                                      35
<PAGE>

accuracy, sufficiency or soundness of any such item or the quality or
suitability of such item for its intended use. Any such review, approval,
inspection or examination by Landlord shall be for the sole purpose of
protecting Landlord's interests in the Building under this Lease, and no third
parties shall have any rights pursuant thereto.

     (k) The obligations of Landlord herein are intended to be binding only on
the property of the entity acting as Landlord and shall not be personally
binding, nor shall any resort be had to the private properties of the general
partners thereof or any employee or agent of Landlord.  Subject to the
provisions of Paragraph 18 to the contrary, any lien obtained to enforce any
judgment obtained by Tenant against Landlord and any levy of execution thereon
shall be subject and subordinate to any lien, mortgage or deed of trust to which
Paragraph 18 applies or may apply.

     47. GUARANTY - INTENTIONALLY OMITTED

     48. ADDENDA

     The provisions in this Paragraph 48 shall supersede and override any other
provision in this Lease to the extent the same are inconsistent.

         48.1  INTENTIONALLY OMITTED

         48.2  ADDITIONAL RENT

         (a)   Notwithstanding the provisions of Paragraph 3(c) above, for the
purposes of interim adjustments of Additional Rent payments, all increases in
Operating Expenses shall be netted against all decreases in Operating Expenses
and only the net increase, if any, in Operating Expenses shall be used as the
basis for an increase in Tenant's monthly payments on account of Additional
Rent.

         (b)   Notwithstanding anything to the contrary contained in this Lease,
Operating Expenses shall not include:

               (i)   Any ground lease rental.

               (ii)  Costs of capital improvements and equipment other than as
specifically permitted pursuant to Paragraph 3(d).

               (iii) Costs incurred by Landlord for the repair of damage to the
Building to the extent that Landlord is reimbursed by insurance proceeds or any
other third party.

               (iv)  Costs, including permit, license and inspection costs,
incurred with respect to the installation of tenant or other occupant
improvements made for tenants or other occupants in the Building or incurred in
renovating or otherwise improving, decorating, painting or redecorating vacant
space for tenants or other occupants of the Building.

               (v)   Marketing costs including leasing commissions, attorneys'
fees in connection with the negotiation and preparation of letters, deal memos,
letters of intent, leases, subleases and/or assignments, space planning costs,
and other costs and expenses incurred in connection with lease, sublease and/or
assignment negotiations and transactions with present or prospective tenants or
other occupants of the Building.

               (vi)  Expenses incurred by Landlord in providing services or
benefits to other tenants, where such services or benefits are not provided to
Tenant or where such services are provided to Tenant on a direct charge basis
while provided to such other tenants with the cost thereof included in Operating
Expenses.

               (vii) Costs incurred by Landlord in disputes between Landlord and
other tenants or Tenant or in enforcing the terms of particular leases.

                                                        ------------------------
                                                         Landlord's    Tenant's
                                                          Initials     Initials
                                                        ------------------------


                                                        ------------------------

                                      36


<PAGE>

          (viii)  Overhead and profit increment paid by Landlord or to
subsidiaries or affiliates of Landlord for goods and/or services in or to the
Building to the extent the same exceeds the costs of such goods and/or services
available from unaffiliated third parties on a competitive basis.

          (ix)    Interest, principal, points and fees on debt and amortization
on any mortgage or mortgages or any other debt instrument encumbering the
Building, except as permitted for capital improvements pursuant to Paragraph
3(d).

          (x)     Landlord's general corporate overhead and general and
administrative expenses.

          (xi)    To the extent any other occupant of the Building receives
Additional Services and is not charged for such Additional Services on the same
basis as Tenant, then the cost of providing such Additional Services shall not
be included in Operating Expenses and Section 10(j) shall not, under those
circumstances only, be applicable with respect to any payments received by
Landlord in connection with the providing of those particular Additional
Services to that particular occupant.

          (xii)   Costs incurred in connection with upgrading the Building other
than the Premises to comply with handicap, life, fire and safety codes,
ordinances, statutes or other laws in effect prior to the date hereof,
including, without limitation, the ADA, including penalties or damages incurred
due to such non-compliance.

          (xiii)  Tax penalties incurred as a result of Landlord's negligence,
inability or unwillingness to make payments and/or to file any tax or
informational returns when due.

          (xiv)   Costs arising from latent defects in the Building or Building
improvements installed by Landlord or the repair of such latent defects.

          (xv)    Costs associated with the operation of the business of the
partnership or entity which constitutes Landlord as the same are distinguished
from the costs of operation of the Building, including partnership accounting
and legal matters, costs of defending any lawsuits with any mortgagee (except as
the actions of Tenant may be in issue), costs of selling, syndicating,
financing, mortgaging or hypothecating any of Landlord's interest in the
Building, costs of any disputes between Landlord and its employees (if any) not
engaged in Building operation, disputes of Landlord with Building management, or
outside fees paid in connection with disputes with other tenants.

     (c)  For the purposes of determining Operating Expenses pursuant to
Paragraph 3, the following shall pertain:

          (i)     The premiums paid by Landlord for earthquake insurance with
respect to the Building, if Landlord elects to purchase such coverage, shall be
included in Operating Expenses as provided in Paragraph 3(d).  Similarly,
amounts paid by Landlord for repairs (other than capital expenses resulting from
a casualty or an earthquake) or to settle claims as the result of coverage
deductibles maintained by Landlord shall also be included in Operating Expenses.

          (ii)    Operating Expenses shall include all increases in real
property taxes and assessments with respect to the Building, from whatever
source arising.

          (iii)   Operating Expenses shall include a management fee equal to the
lesser of three percent (3%) of all revenues received from the Building, on a
per annum basis, or such lesser fee as is actually paid by Landlord to a third
party for management of the Building.  Such fee shall be included in Operating
Expenses whether or not Landlord retains a professional management company for
the Building.  If the Building is managed by Landlord rather than a third party,
the management fee included in Operating Expenses shall be three

                                                        ------------------------
                                                         Landlord's    Tenant's
                                                          Initials     Initials
                                                        ------------------------


                                                        ------------------------

                                      37
<PAGE>

percent (3%) of gross revenues from the Building or such lesser fee as Landlord
elects to charge to the Building.

          48.3  HAZARDOUS MATERIALS

          (a)   To the best of Landlord's knowledge, no Hazardous Materials, as
defined in Paragraph 9, were incorporated into the Building in the construction
thereof in violation of any Hazardous Materials Laws.

          (b)   Landlord shall indemnify, protect, defend (with legal counsel
acceptable to Tenant in its subjective, good faith judgment) and hold harmless
Tenant and Tenant's Agents from and against any and all H.M. Claims incurred by
such indemnified persons, or any of them, in connection with, or as the result
of (A) the presence, Use or disposal of any Hazardous Materials into or about
the Building, or the transportation of any Hazardous Materials to or from the
Building, by Landlord or its Agents; (B) any injury to or death of persons or
damage to or destruction of property resulting from the presence, Use or
disposal of any Hazardous Materials into or about the Building, or the
transportation of any Hazardous Materials to or from the Building, by Landlord
or its Agents; (C) any violation of any Hazardous Materials Laws by Landlord;
and (D) any failure by Landlord or its Agents to observe the foregoing covenants
of this Paragraph 48.3(b).  Payment shall not be a condition precedent to
enforcement of the foregoing indemnification provision.  For purposes of these
indemnification provisions, any acts or omissions of Landlord, or Landlord's
Agents (regardless of whether they are negligent, intentional, willful or
unlawful) shall be strictly attributable to Landlord.  Landlord's obligations
hereunder shall be as provided in Paragraph 14 and shall include, without
limitation, and whether foreseeable or unforeseeable, all costs of any required
or necessary testing, investigation, studies, reports, repair, clean-up,
detoxification or decontamination of the Building, and the preparation and
implementation of any closure, removal, remedial action or other required plans
in connection therewith, and shall survive the expiration or earlier termination
of the term of this Lease.  In the event of any foreclosure, deed in lieu of
foreclosure or other transfer of the Building to Landlord's first mortgagee,
this indemnity and Paragraph 48.3(b) are hereby deleted from the Lease and are
without force as to such mortgagee.  However, Landlord's mortgage and any
purchaser at any foreclosure sale or similar transfer of the Building will:  (i)
comply at all times with all applicable Hazardous Materials Laws, and (ii) will
remediate or clean-up, as applicable, in accordance with Hazardous Materials
Laws all Hazardous Materials which interfere with or prevent Tenant's use or
occupancy of or access to the Premises and which are not caused by Tenant, its
agents, employees and contractors.

          48.4  RULES AND REGULATIONS

          Landlord shall not change, revise or enforce the Rules and Regulations
of the Building attached to this Lease in any unreasonable way, nor shall
Landlord enforce or change the Rules and Regulations in a discriminatory manner
or in such a way so as to interfere with Tenant's use of the Premises as
permitted under Paragraph 11 of the Basic Lease Provisions.  Landlord further
agrees that nothing in the use restrictions of this Lease or such Rules and
Regulations shall be used to prohibit the conduct of any business from the
Premises permitted by such Basic Lease Provision.  If any other tenant or
occupant of the Building fails to comply with the Rules and Regulations for the
Building, and such noncompliance unreasonably interferes with Tenant's use of
the Premises, Landlord shall use reasonable efforts to make such other tenant or
occupant comply with the Rules and Regulations.  In the event the terms and
provisions of this Lease conflict with the Rules and Regulations, the
conflicting provisions of the Lease shall control.

          48.5  RIGHT TO TERMINATE; BONUS VALUE

          (a)   In the event that Tenant is notified that, within twelve (12)
months after either:  (i) damage or destruction of the Building, the Building
Parking Structure and or Premises or any part thereof so as to materially
interfere with or prevent Tenant's use of the

                                                        ------------------------
                                                         Landlord's    Tenant's
                                                          Initials     Initials
                                                        ------------------------


                                                        ------------------------

                                      38
<PAGE>

Premises, the Building Parking Structure and/or the common areas of the
Building, or (ii) the taking of the Premises, the Building Parking Structure
and/or the common areas of the Building or any part thereof so as to materially
interfere with or prevent Tenant's use of the Premises, the Building Parking
Structure and/or the common areas of the Building by eminent domain or exercise
of other governmental authority, or (iii) the inability of Landlord to provide
services to the Premises, the Building Parking Structure and/or the common areas
of the Building so as to materially interfere with or prevent Tenant's use of
the Premises, the Building Parking Structure and/or the common areas of the
Building, or (iv) any discovery of Hazardous Materials in, on or about the
Premises, the Building Parking Structure, the Building and/or the Site not
placed in, on or about the Premises, Site and/or the Building by Tenant, that
does, considering the nature and amount of the substances involved, materially
interfere with or prevent Tenant's use of the Premises (or, as determined by a
governmental or quasi-governmental agency having jurisdiction, present a health
risk to any occupants of the Premises) (each of the items set forth in provision
(a)(i), (ii), (iii) and (iv) being referred to herein as a "Trigger Event"),
Tenant cannot be given reasonable use of, and access to, a fully repaired,
restored and safe and healthful Premises, Building Parking Structure and common
areas of the Building (except for minor "punch-list" items which will be
repaired promptly thereafter), and the utilities and services pertaining to the
Building and Premises, all sufficient for the efficient conduct of Tenant's
business therefrom, then Tenant may elect to terminate this Lease upon ten (10)
days' written notice sent to Landlord at any time within a period of forty-five
(45) days following Tenant's notification that it is extremely unlikely that
Tenant will be given the reasonable use of, and access to, a fully repaired and
restored and safe and healthful Premises within twelve (12) months after the
occurrence of a Trigger Event. Within sixty (60) days of any Trigger Event,
Landlord shall give Tenant notice of Landlord's good faith estimate of the
amount of time that will be required to give Tenant the reasonable use of and
access to a fully repaired and restored and safe and healthful Premises.

          (b)   In the event of any Trigger Event during the last year of the
Lease Term or should Tenant be prevented from using, and not use, the Premises
for its normal business operations for thirty (30) consecutive days due to the
occurrence of (i), (ii), (iii), or (iv) above, Tenant may elect to terminate
this Lease upon ten (10) days' written notice sent to Landlord following the
occurrence of (i), (ii) or (iii), and/or (iv) above and prior to the elimination
of such problem.

          (c)   In the event that the entire Premises or such portion thereof as
shall result in a termination of this Lease pursuant to Paragraph 15 shall be
taken for any public or quasi-public purpose by any lawful power or authority by
exercise of the right of appropriation, condemnation or eminent domain, or sold
to prevent such taking, Tenant, after the payment in full of any first mortgage
lien secured by the Building, shall have the right to recover from the
condemning authority one hundred percent (100%) of the "Bonus Value" of the
leasehold estate pursuant to this Lease.  For the purposes of this provision,
"Bonus Value" shall mean the difference between the rent then payable pursuant
to this Lease and the rate established by the condemning authority as an award
for condemnation purposes (but only if higher than the rent then payable
pursuant to this Lease).  Tenant shall also be entitled to recover from the
condemning authority any award or compensation attributable to the taking or
purchase of Tenant's property, chattels or trade fixtures, or attributable to
Tenant's relocation expenses.

          48.6  ASSIGNMENT AND SUBLETTING

          Notwithstanding anything to the contrary contained in Paragraph 16 of
the Lease:

          (a)   The time period for Landlord to act pursuant to Paragraph 16(e)
(Tenant's written request for a consent shall be deemed the first (1st) notice)
shall be not more than ten (10) business days after receipt by Landlord of the
last of the information provided for in Paragraph 16(c).  If Landlord fails to
act pursuant to Paragraph 16(e) within three (3) days after receiving a second
(2nd) notice from Tenant, Landlord shall be deemed to have granted its approval.

                                                        ------------------------
                                                         Landlord's    Tenant's
                                                          Initials     Initials
                                                        ------------------------


                                                        ------------------------

                                      39
<PAGE>

     (b)  Occupancy of all or part of the Premises by parent, subsidiary, or
affiliated companies of Tenant or Tenant's parent or Tenant's subsidiary shall
not be deemed an assignment or subletting provided that such parent, subsidiary
or affiliated companies were not formed as a subterfuge to avoid the obligation
of this Paragraph 48.6.  Furthermore, without limiting the generality of the
foregoing, Tenant may assign this lease at any time, or sublease all or part of
the Premises, without receipt of Landlord's consent, to any entity which
acquires all or part of Tenant, or which is acquired in whole or in part by
Tenant, or which is controlled directly or indirectly by Tenant, or which entity
controls, directly or indirectly, Tenant (any such party hereinafter referred to
as an "affiliate"), or which owns or is owned by the affiliate, so long as such
transaction was not entered into as a subterfuge to avoid the obligations and
restrictions of this Lease.  In connection with any transaction of the type
described in this Paragraph 48.6(b):

          (i)   Any sublease shall be subject to all of the terms and provisions
of this Lease and shall be terminable by Landlord upon the expiration or any
earlier termination of this Lease, including a termination by mutual agreement
of Landlord and Tenant.

          (ii)  In connection with any such assignment, the assignee shall,
within ten (10) days after receipt of written request from Landlord, execute and
deliver to Landlord a written assumption of the obligations of Tenant pursuant
to this Lease accruing from and after the effective date of the assignment and
in form and substance reasonably satisfactory to Landlord.

          (iii) No such assignment or subletting shall release Tenant from any
of the obligations of the tenant hereunder, whether accruing prior to or
subsequent to the effective date of such transaction.

          (iv)  No such transaction shall be accompanied by a change in use from
that permitted pursuant to Paragraph 11 of the Basic Lease Provisions.

          (v)   Within ten (10) days after the effective date of such
transaction, Tenant shall notify Landlord in writing of such occurrence, the
effective date thereof, the name of the assignee or subtenant, any change in the
addresses for notice pursuant to this Lease and the facts which bring such
transaction within the scope of this Paragraph 48.6(b).

     (c)  As a condition to Landlord's consent to any assignment or sublease,
Tenant shall pay Landlord, as additional Basic Annual Rent, fifty percent (50%)
of any Profits (as defined below) actually received by Tenant pursuant to such
approved assignment or sublease. Whenever Landlord is entitled to share in any
excess income resulting from an assignment or sublease of the Premises, the
following shall constitute the definition of "Profits": the gross revenue
received from the assignee or sublessee during the sublease term or during the
assignment, with respect to the space covered by the sublease or the assignment
("Transferred Space") less: (a) the gross revenue paid to Landlord by Tenant
during the period of the sublease term or during the assignment with respect to
the Transferred Space; (b) any improvement allowance or other economic
concession (planning allowance, moving expenses, etc.), paid by Tenant to
sublessee or assignee; (c) brokers' commissions; (d) attorneys' fees; or (e)
costs of advertising the space for sublease or assignment; provided, however,
under no circumstance shall Landlord be paid any Profits until Tenant has
recovered all the items set forth in subparts (a) through (e) for such
Transferred Space, it being understood that if in any year the gross revenues,
less the deductions set forth in subparts (a) through (e) above (the "Net
Revenues"), are less than any and all costs actually paid in assigning or
subletting the affected space (collectively "Transaction Costs"), the amount of
the excess Transaction Costs shall be carried over to the next year and then
deducted from Net Revenues with the procedure repeated until a Profit is
achieved.

     48.7 INTENTIONALLY OMITTED

     48.8 NOTICE; CUMULATIVE REMEDIES

                                                        ------------------------
                                                         Landlord's    Tenant's
                                                          Initials     Initials
                                                        ------------------------


                                                        ------------------------

                                      40
<PAGE>

     All references to "notice" shall mean written notice given in compliance
with Paragraph 24 of this Lease.  No remedy or election provided, allowed or
given by any provision of this Lease shall be deemed exclusive unless so
indicated, but shall, whenever possible, be cumulative with all other remedies
in law or equity.

          48.9  EXPANSION SPACE

     Tenant shall expand the size of the Premises to include the balance of the
space on the sixth (6/th/) floor of the Building as of the date upon which such
space is delivered to Tenant by Landlord (the "Expansion Space Commencement
Date") pursuant to the terms hereof.  The parties estimate that the Expansion
Space Commencement Date shall be September 6, 2001 (the "Target Date").  In
connection therewith, it is understood and agreed that Landlord may deliver the
Expansion Space to Tenant as early as three (3) months prior to the Target Date
or as late as six (6) months after the Target Date.

     (a)  Lease of Expansion Space. Landlord hereby leases to Tenant, and Tenant
          ------------------------
hereby hires from Landlord, upon the terms and conditions set forth in this
Paragraph 48.9, that certain space in the Building located on the sixth (6th)
floor which contains two thousand six hundred eighty-two (2,682) square feet of
Rentable Area (the "Expansion Space") as depicted on Exhibit "A-4" attached
hereto and made a part hereof. The term of the Lease with respect to the
Expansion Space shall commence upon the Expansion Space Commencement Date and
shall terminate on the same date as for the Premises. Within thirty (30) days
following the Expansion Space Commencement Date, Landlord and Tenant shall
execute a supplemental agreement, in letter form, setting forth the Expansion
Space Commencement Date. All terms and conditions of the Lease shall apply to
the Expansion Space as modified by this Amendment. The Premises and Expansion
Space are sometimes hereinafter referred to as the Premises.

     (b)  Payment of Rent. Basic Annual Rent for the Expansion Space shall be as
          ---------------
follows:

          (i)   From and after the earlier of (A) ninety (90) days following the
Expansion Space Commencement Date or (B) upon Tenant's occupancy of the
Expansion Space for the conduct of its usual business activities, Basic Annual
Rent for the Expansion Space shall be at the same rate per square foot of
Rentable Area as is then and thereafter applicable to the Premises.

          (ii)  In addition, Tenant shall continue to pay all Additional Rent
provided for in the Lease and after the Expansion Space Commencement Date such
Additional Rent shall be based upon the Rentable Area of the Premises including
the Expansion Space or 19,048 square feet of Rentable Area.

          (iii) Tenant shall, on or before the Expansion Space Commencement
Date, provide Landlord with an additional Security Deposit in the amount of
$3,555.67 to bring the total Security Deposit to $59,348.80.

     (c)  Improvements to the Expansion Space.  Landlord shall have no
          -----------------------------------
construction obligation concerning the Expansion Space and Tenant shall accept
the Expansion Space in its then current "AS-IS" condition.  The foregoing
notwithstanding, in the event that within six (6) months of the Expansion Space
Commencement Date, Tenant elects to undertake renovations to the Expansion
Space, Landlord shall reimburse Tenant for its expenses incurred directly in
connection with the physical renovation of the Expansion Space in an amount not
to exceed $10,825.00 (based upon 2,165 square feet of Usable Area and an
allowance of $5.00 per square foot) (the "Allowance").  The Allowance shall be
paid in whole or in part based upon paid receipts provided to Landlord by Tenant
for improvements to the Expansion Space together with such other reasonable
documentation as may be requested by Landlord.

                                                        ------------------------
                                                         Landlord's    Tenant's
                                                          Initials     Initials
                                                        ------------------------


                                                        ------------------------

                                      41
<PAGE>

   (d)    Modifications to Original Lease.  From and after the Expansion Space
          -------------------------------
Commencement Date, Tenant shall hold and occupy the Premises including the
Expansion Space upon all of the terms and conditions of the Lease as hereby
amended, except that:

          (i)   The following Basic Lease Provisions of the Lease shall be
amended to read, in their entireties, as follows:

          "2.   Rentable Area:                 19,048 square feet

          3.    Expense Percentage:            6.4023%

          4.    Initial Basic Annual Rent:     $476,200.00 ($25.00 per
                                               square foot of Rentable Area)

          5.    Initial Monthly Basic Rent     $39,683.33 (approximately $2.08
                Installments:                  per square foot of Rentable Area)

          9.    Security Deposit:              $59,348.80

          All portions of the Basic Lease Provisions of the Lease not
          specifically restated in this Paragraph shall remain in their original
          forms set forth in the Lease, and shall apply, except where superseded
          by the provisions of this Paragraph 48.9, to both the Premises and the
          Expansion Space or pursuant to the Lease."

          (ii)  Basic Lease Provisions 2, 3, 4, 5, 8 and 9 of the Lease as
originally drafted shall have no application to the Expansion Space.

          (iii) The Basic Annual Rent and Additional Rent with respect to the
Expansion Space shall be as provided in Paragraph (b) above.

   48.10  NON-DISTURBANCE

          (a)   Concurrently with their execution of this Lease, Landlord and
Tenant shall execute and acknowledge a subordination, non-disturbance and
attornment agreement in the form (the "Subordination Agreement") attached hereto
as Exhibit "G."  Promptly following the execution and delivery of this Lease,
Landlord shall submit the Subordination Agreement to the ground lessors,
mortgage holders or lien holders for the Building (each a Superior Mortgagee")
along with an executed copy of this Lease.  Landlord will use good faith efforts
to provide Tenant with the Subordination Agreement fully executed by such
Superior Mortgagee.  Said Subordination Agreement shall be in recordable form
and may be recorded at Tenant's election and expense.

                                                        ------------------------
                                                         Landlord's    Tenant's
                                                          Initials     Initials
                                                        ------------------------


                                                        ------------------------

                                      42
<PAGE>

                                 EXHIBIT "A-1"

                           FLOOR PLAN(S) OF PREMISES



                     [FLOOR PLAN OF PREMISES APPEARS HERE]





                                                    ----------------------------
                                                       Landlord's       Tenant's
                                                        Initials        Initials
                                                    ----------------------------


                                                    ----------------------------
<PAGE>

                                 EXHIBIT "A-2"

                             PLOT PLAN OF BUILDING


                     [PLOT PLAN OF BUILDING APPEARS HERE]






                                                    ----------------------------
                                                       Landlord's       Tenant's
                                                        Initials        Initials
                                                    ----------------------------


                                                    ----------------------------
<PAGE>

                                 EXHIBIT "A-3"

                                 RENTABLE AREA

     The term "Rentable Area" as used in the lease to which this exhibit is
attached (the "Lease") shall mean:

       As to each floor of the Building on which the entire space rentable to
tenants is or will be leased to one tenant (hereinafter referred to as a "Single
Tenant Floor"), Rentable Area attributable to such lease shall be the total of
(i) the entire area bounded by the inside surface of the four exterior glass
walls (or the inside surface of the permanent external wall(s) where there is no
glass) on such floor, including, all areas used for elevator lobbies, corridors,
special stairways, or elevators, rest rooms, mechanical rooms, electrical rooms
and telephone closets, without deduction for columns and other structural
portions of the Building or vertical penetrations that are included for the
special use of the tenant of such floor, (ii) a pro rata portion of any Building
lobby and (iii) any covered or enclosed common facilities which constitute a
part of the Building and which are maintained by Landlord for the common benefit
of all tenants of the Building and the area occupied by any mechanical, heating,
ventilating and air conditioning equipment which serves the Building but which
is located outside thereof which bears the same proportion to the total area of
such common facilities as the Rentable Area of such Single Tenant Floor bears to
the Rentable Area of the Building (excluding such common facilities), but
excluding one half of the area contained within the exterior walls of the
Building stairs, and excluding fire towers, vertical ducts, elevator shafts,
flues, vents, stacks and pipe shafts.

       As to each floor of the Building on which space is or will be leased to
more than one tenant, Rentable Area attributable to each such lease shall be the
total of (i) the entire area included within the premises covered by such lease,
being the area bounded by the inside surface of any exterior glass walls (or the
inside surface of the permanent exterior wall(s) where there is no glass) of the
Building bounding such premises, the exterior of all walls separating such
premises from any public corridors or other public areas on such floor, and the
centerline of all walls separating such premises from other areas leased or to
be leased to other tenants on such floor, (ii) a pro rata portion of the area
covered by the elevator lobbies, corridors, rest rooms, mechanical rooms,
electrical rooms and telephone closets situated on such floor, (iii) a pro rata
portion of the Building lobby, and (iv) that portion of the covered or enclosed
common facilities which constitute a part of the Building and which are
maintained by Landlord for the common benefit of all tenants of the Building and
the area occupied by any mechanical, heating, ventilating and air conditioning
equipment which serves the Building but which is located outside thereof which
bears the same proportion to the total area of such common facilities as the
Rentable Area of such premises bears to the Rentable Area of the Building
(excluding such common facilities), but excluding one half of the area contained
within the exterior walls of the Building stairs, and excluding fire towers,
vertical ducts, elevator shafts, flues, vents, stacks and pipe shafts.

       For the purposes of paragraphs (a) and (b) above, there shall be included
in the covered or enclosed common facilities which constitute a part of the
Building the central heating, ventilating and air conditioning plant which
services the Building and any areas which would have been included in the
Rentable Area of any floor of the Building if any architectural recesses on such
floor had not been designed and, in lieu thereof, the exterior walls of the
Building had been extended to the exterior walls of adjacent floors which have
no recesses.

       The Rentable Area of the Building shall be deemed to be 338,070 square
feet for purposes of this Lease.  The ancillary retail area of the Building
shall be deemed to be 24,893 square feet of Rentable Area for purposes of this
Lease.  Therefore, exclusive of the ancillary retail area, the Building shall be
deemed to be 313,177 square feet of Rentable Area.  The Rentable Area contained
within the Premises let pursuant to the Lease initially shall be the number of
square feet set forth in Item 2 of the Basic Lease Provisions.

                                                        ------------------------
                                                         Landlord's    Tenant's
                                                          Initials     Initials
                                                        ------------------------


                                                        ------------------------

<PAGE>

       Prior to the Commencement Date, and from time to time thereafter at
Landlord's option, Landlord's architect may determine and certify in writing to
the Tenant and Landlord the actual Rentable Area of the Premises which such
determinations and certifications shall be conclusive, and thereon Tenant's
Expense Percentage and Basic Annual Rent under the Lease shall be adjusted
accordingly.



                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------
<PAGE>

                                 EXHIBIT "A-4"

                                Expansion Space


                                    [CHART]






                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------


<PAGE>

                                  EXHIBIT "B"

                             INTENTIONALLY OMITTED






                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------

<PAGE>

                                  EXHIBIT "C"

                             RULES AND REGULATIONS

     1.  The sidewalks, entrances, lobby, passages, courts, elevators,
vestibules, stairways, corridors and halls of the Building shall not be
obstructed or used for any purpose other than ingress and egress.  The halls,
passages, entrances, lobby, elevators, stairways, balconies and roof are not for
the use of the general public, and Landlord shall in all cases retain the right
to control and prevent access thereto by all persons whose presence, in the
judgment of Landlord, shall be prejudicial to the safety, character, reputation
and interests of the Building and its tenants, provided that nothing herein
contained shall be construed to prevent such access to persons with whom Tenant
normally deals only for the purpose of conducting its business on the Premises
(such as clients, customers, office suppliers and equipment vendors, and the
like) unless such persons are engaged in illegal activities in the Building.
Neither Tenant nor any employee of Tenant shall go upon the roof of the Building
without the prior written consent of Landlord.

     2.  No awnings or other projections shall be attached to the outside walls
of the Building.  No curtains, blinds, shades or screens shall be attached to or
hung in, or used in connection with, any window or door of the Premises other
than Landlord's standard blinds.  All electric ceiling fixtures hung in offices
or spaces along the perimeter of the Building must be fluorescent, of a quality,
type, design and bulb color approved by Landlord.  Neither the interior nor the
exterior of any windows shall be coated or otherwise sunscreened without the
written consent of Landlord.  No hanging planters, television sets or other
objects shall be attached to or suspended from the ceiling by any tenant without
the prior written consent of Landlord.

     3.  Except as provided in Paragraph 30 of the Lease, no sign,
advertisement, notice or handbill shall be exhibited, distributed, painted or
affixed by Tenant on, about or from any part of the Premises or the Building
without the prior written consent of Landlord.  If Landlord shall have given
such consent at the time, whether before or after the execution of the Lease,
such consent shall in no way operate as a waiver or release of any of the
provisions hereof or of the Lease, and shall be deemed to relate only to the
particular sign, advertisement or notice so consented to by Landlord and shall
not be construed as dispensing with the necessity of obtaining the specific
written consent of Landlord with respect to each and every such sign,
advertisement or notice other than the particular sign, advertisement or notice,
as the case may be, so consented to Landlord.  In the event of the violation of
the foregoing by Tenant, Landlord may remove or stop same without any liability,
and may charge the expense incurred in such removal or stoppage to Tenant.
Interior signs on doors and directory tablets shall be inscribed, painted or
affixed for Tenant by Landlord at Tenant's expense, and shall be of a size,
color, material and style acceptable to Landlord.  The directory tablet will be
provided exclusively for the display of the names and locations of tenants only
and Landlord reserves the right to exclude any other names therefrom.  Nothing
may be placed on the exterior of corridor walls or corridor doors other than
Landlord's standard lettering.

     4.  The windows and doors that reflect or admit light and air into halls,
passageways or other public places in the Building shall not be covered or
obstructed by Tenant, nor shall any bottles, parcels or other articles be placed
on the windowsills.  Tenant shall see that the windows, transoms and doors of
the Premises are closed and securely locked before leaving the Building and must
observe strict care not to leave windows open when it rains.  Tenant shall
exercise extraordinary care and caution that all water faucets or water
apparatus are entirely shut off before Tenant or Tenant's employees leave the
Building, and that all electricity, gas or air shall likewise be carefully shut
off, so as to prevent waste or damage.  Tenant shall cooperate with Landlord in
obtaining maximum effectiveness of the cooling system by closing blinds when the
sun's rays fall directly on the windows of the Premises.  Tenant shall not
tamper with or change the setting of any thermostats or temperature



                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------




<PAGE>

control valves installed by Landlord. All lights in Tenant's premises shall be
turned off at night and on weekends and holidays when such premises are not in
use.

     5.   The toilet rooms, water and wash closets and other plumbing fixtures
shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, or other substances shall be
thrown therein.  All damages resulting from any misuse of the fixtures shall be
borne by the tenant who, or whose subtenants, assignees or any of whose
servants, employees, agents, visitors or licensees shall have caused the same.

     6.   Tenant shall not mark, paint, drill into, or in any way deface any
part of the Premises or the Building. No boring, cutting or stringing of wires
or laying of linoleum or other similar floor coverings or painting or wood
staining of fixtures or equipment shall be permitted, except with the prior
written consent of Landlord and only as Landlord may direct. The location of
telephone boxes, call boxes and other equipment affixed to any premises shall be
subject to Landlord's approval.

     7.   No bicycles, vehicles, birds or animals of any kind, other than those
assisting handicapped persons, shall be brought into or kept in or about the
Premises, and no cooking shall be done or permitted by Tenant in the Premises,
except that the preparation of coffee, tea, hot chocolate and similar items for
Tenant and its employees shall be permitted provided power shall not exceed that
amount which can be provided by a 30 amp circuit.  Tenant shall not cause or
permit any unusual or objectionable odors to be produced or permeate from its
Premises.

     8.   The Premises shall not be used for manufacturing or for the storage of
merchandise except as such storage may be incidental to the permitted use of the
Premises.  Tenant shall not occupy or permit any portion of the Premises to be
occupied as an office for a public stenographer or typist, or for the
manufacture or sale of liquor, narcotics, or tobacco (including a cigarette
vending machine for use by Tenant's employees) in any form, or as a medical
office, or as a barber or manicure shop, or as an employment bureau without the
express prior written consent of Landlord.  Tenant shall not engage or pay any
employees on the Premises except those actually working for Tenant on the
Premises nor advertise for laborers giving an address at the Premises.  The
Premises shall not be used for lodging or sleeping or for any immoral or illegal
purposes.

     9.   Tenant shall not make, or permit to be made any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises or those having business with them, whether by the use of any
musical instrument, radio, phonograph, unusual noise, or in any other way.
Tenant shall not throw anything out of doors, windows or skylights or down the
passageways.

     10.  No Tenant, or subtenant or assignee of Tenant, if any, nor any of
their servants, employees, agents, visitors or licensees shall at any time bring
or keep upon any premises any inflammable, combustible or explosive fluid,
chemical or substance except common office products in reasonable quantity
(e.g., copy toner).

     11.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by Tenant, nor shall any changes be made in existing locks
or the mechanisms thereof.  Tenant must, upon the termination of its tenancy,
restore to Landlord all keys to stores, offices, and toilet rooms, either
furnished to or otherwise procured by Tenant, and in the event of the loss of
keys so furnished, Tenant shall pay to Landlord the cost of replacing the same
or of changing the lock or locks opened by any lost key if Landlord shall deem
it necessary to make such changes.

     12.  All removals, and the carrying in or out of any safes, freight,
furniture, and bulky matter of any description must take place during the hours
which Landlord shall determine from time to time, and shall not be done without
the express written consent of Landlord.  The moving of safes and other fixtures
and bulky matter of any kind must be done upon previous notice to the manager of
the Building and under such person's supervision, and



                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------


<PAGE>

the persons employed by Tenant for such work must be acceptable to Landlord.
Landlord reserves the right to inspect all safes, freight and other bulky
articles to be brought into the Building and to exclude from the Building all
safes, freight and other bulky articles which violated any of these Rules and
Regulations or the Lease. Landlord reserves the right to prescribe the weight
and position of all safes, which must be placed upon supports approved by
Landlord to distribute the weight. No tenant shall place a load upon any floor
which exceeds the load per square foot which such floor was designed to carry
and which is allowed by law. Tenant shall be responsible for all damages
occasioned by its movement into or out of the Building of any item described in
this paragraph. All safes, freight and other bulky articles shall be taken into
and removed from the Premises solely on the freight elevator of the Building and
the freight loading and unloading areas adjacent thereto.

     13.  Tenant shall not purchase spring water, ice, towels, janitorial or
maintenance or other like services from any person or persons not approved by
Landlord and only at hours and under regulations fixed by Landlord.

     14.  Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion, tends to impair the reputation of the Building or
the desirability of the Building as an office location.  Upon written notice
from Landlord, Tenant shall refrain from or discontinue such advertising.

     15.  Landlord reserves the right to exclude from the Building from 6:00
p.m. to 8:00 a.m. on weekdays, after 12:00 noon on Saturdays and at all hours on
Sunday and legal holidays all persons who are not known to the Building
personnel and who do not present a pass to the Building approved by Landlord.
Landlord will furnish passes to persons for whom Tenant requests the same in
writing.  Tenant shall be responsible for all persons for whom it requests
passes and shall be liable to Landlord for all acts of such persons.  Landlord
shall in no case be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person.  In case of an
invasion, mob riot, public excitement or other circumstances rendering such
action advisable in Landlord's good faith, reasonable opinion, Landlord reserves
the right without any abatement of rent to require all persons to vacate the
Building and to prevent access to the Building during the continuance of the
same for the safety of Tenant and the protection of the Building and the
property in the Building, and no such action by Landlord shall entitle Tenant to
any abatement of rent.  Tenant shall observe all security regulations issued by
Landlord and shall comply with all instructions and/or directions of Building
personnel.

     16.  Any persons employed by any tenant to do janitorial work shall, while
in the Building and outside of the Premises, be subject to and under the control
and direction of the manager of the Building (but not as an agent or servant of
such manager or of Landlord), and such tenant shall be responsible for all acts
of such persons.

     17.  All doors opening onto public corridors shall be kept closed, except
when in use for ingress and egress.  Tenant shall not prop open or block open
entrance doors to the Building, service doors to the Building or elevator doors.

     18.  The requirements of tenants will be attended to only upon application
to the Office of the Building.  Employees of Landlord shall not perform any work
outside of their regular duties except under special instructions from Landlord.

     19.  Canvassing, soliciting, peddling and vending in the Building are
prohibited and Tenant shall report any such activity to Landlord and otherwise
cooperate to prevent the same.  It is understood and agreed that Landlord may
prohibit access to the Building by any solicitors, peddlers or vendors,
including without limitation, food vendors at Landlord's discretion.  Landlord
reserves the right unto itself to license Building access to any such
solicitors, peddlers and vendors.




                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------


<PAGE>

     20.  All office equipment of any electrical or mechanical nature shall be
placed by Tenant in the Premises in settings approved by Landlord to absorb or
prevent any vibration, noise and annoyance.

     21.  No air-conditioning unit or other similar apparatus shall be installed
or used by Tenant without the written consent of Landlord.

     22.  There shall not be used in any space, or in the elevators and public
halls of the Building, either by Tenant or others, any hand trucks except those
equipped with rubber tires and rubber side guards.

     23.  No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the prior written consent of
Landlord.

     24.  The scheduling of any tenant move-ins shall be subject to the
reasonable discretion of Landlord.

     25.  If Tenant desires telephone or telegraph connections, Landlord will
direct electricians as to where and how the wires are to be introduced.  No
boring or cutting for wires or otherwise shall be made without directions from
Landlord.

     26.  The term "personal goods or services vendors" as used herein means
persons who periodically enter the Building for the purpose of selling goods or
services to Tenant, other than goods or services which are used by Tenant only
for the purpose of conducting its business on the Premises.  "Personal goods or
services" include, but are not limited to, drinking water and other beverages,
food, barbering services and shoe shining services.  Landlord reserves the right
to prohibit personal goods and services vendors from access to the Building
except upon such reasonable terms and conditions, including but not limited to
the payment of a reasonable fee and provision for insurance coverage, as are
related to the safety, care and cleanliness of the Building, the preservation of
good order therein, and the relief of any financial or other burden on Landlord
occasioned by the presence of such vendors or the sale by them of personal goods
or services to Tenant or its employees.  If necessary for the accomplishment of
these purposes, Landlord may exclude a particular vendor entirely or limit the
number of vendors who may be present at any one time in the Building.

     27.  It shall be the responsibility of each tenant to provide its employees
with keys to its premises.  Landlord will under no circumstances open any
premises for any tenant or its employees.

     28.  Smoking or carrying a lighted cigar, cigarette or pipe anywhere in the
interior of the Building is prohibited.  Smoking is also prohibited in the
common areas of the Building, except for those specific areas designated in
writing by Landlord.  The location of such areas shall be determined by Landlord
in its sole discretion.  Landlord hereby reserves the right from time to time to
designate substitute smoking areas within the common areas in its sole
discretion.

     29.  No waiver of any rule or regulation by Landlord shall be effective
unless expressed in writing and signed by Landlord.  Landlord may waive any one
or more of these rules for the benefit of a particular tenant or tenants, but no
such waiver by Landlord shall be construed as a waiver of such rules in favor of
any other tenant or tenants, nor prevent Landlord from thereafter enforcing any
such rules against any or all tenants of the Building.



                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------

<PAGE>

                                  EXHIBIT "D"

                              TENANT'S CERTIFICATE

One Town Center Associates
695 Town Center Drive
Suite 600
Costa Mesa, CA 92626

Attn:  Property Management

Gentlemen:

     The undersigned does hereby state, declare, represent and warrant as
follows:

     1.  The undersigned tenant ("Tenant") has entered into a certain lease
dated ___________________, 200_ (the "Lease") with One Town Center Associates, a
California general partnership ("Landlord").  The Lease covers certain premises
commonly known as Suite ___, 695 Town Center Drive, Costa Mesa, CA 92626 (the
"Building") and more particularly described in the Lease (the "Premises").

     2.  The Lease is in full force and effect and has not been modified,
amended, supplemented or changed, except as set forth, if at all, on Exhibit "A"
attached hereto and all provisions of the Lease and the modifications,
amendments, supplements or changes set forth on Exhibit "A" attached hereto, if
any, are hereby ratified by Tenant.  If no amendments are described on Exhibit
"A," then Tenant certifies that there are no amendments, modifications,
supplements or changes to the Lease.  Such Lease and any amendments described on
Exhibit "A" constitute the entire agreement between Landlord and Tenant as to
the leasing of the Premises.

     3.  The commencement date of the Lease was ________________, 19__ (the
"Commencement Date").  Basic Annual Rent and Additional Rent in the full amounts
required by the Lease are payable from the Commencement Date except as set
forth, if at all, on Exhibit "A."  Basic Annual Rent and Additional Rent have
been paid through _______________.

     4.  Tenant has accepted possession of the Premises and is now in occupancy
thereof.

     5.  The terms of the Lease to be performed by Landlord through the date
hereof have been fully satisfied, including without limitation, all improvement
work to be performed by Landlord with respect to the Premises.  Tenant
acknowledges that such work has been completed in all respects.  Landlord has
fulfilled all of its duties of an inducement nature, and all required
contributions by Landlord to Tenant on account of improvements by Tenant to the
Premises have been paid and received.

     6.  As of this date there are no defaults by Landlord pursuant to the
Lease.  Tenant has no defenses with respect to its obligations under the Lease
and claims no setoff or counterclaim against Landlord.

     7.  Basic Annual Rent and Additional Rent have not been paid in advance of
the due dates therefor except as set forth, if at all, on Exhibit "A."  A
security deposit in the amount of $____________ is required by the Lease and has
been deposited with Landlord.  Basic Annual Rent and Additional Rent due through
the date hereof have been paid in full except as set forth, if at all, on
Exhibit "A."

     8.  Tenant has not assigned its interest in the Lease or sublet the
Premises or any portion thereof except as set forth, if at all, on Exhibit "A."



                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------

<PAGE>

     9.   Tenant is not in violation of any of its obligations nor in breach of
any of its covenants concerning the use of hazardous substances as provided for
in the Lease.

     10.  Tenant acknowledges that the Lease is subject to an assignment of
Landlord's interest therein to Landlord's lender with respect to the Building,
________________________________ ("Lender"). In connection with such assignment,
Tenant acknowledges and agrees that:

          (a) Lender may rely upon the statements contained in this Certificate
     to the same extent as if this Certificate were addressed to Lender.

          (b) No amendments, modifications, supplements or changes to the Lease
     shall be effective without the written consent of Lender.

          (c) Upon receipt of written notice from the Lender, Tenant agrees to
     make all payments of Basic Annual Rent and Additional Rent thereafter
     coming due to Lender.

          (d) Tenant shall, in writing, notify Lender of any defaults by
     Landlord pursuant to the Lease which would entitle Tenant to cancel the
     Lease or to abate the rent payable thereunder.  Such notice to Lender shall
     be given at the same time as notice is given to Landlord.

Dated:  ______________,  200__

                                  TENANT:

                                  By:     ____________________________

                                  Title:  ____________________________


                                  By:     ____________________________

                                  Title:  ____________________________




                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------

<PAGE>

                                  EXHIBIT "A"

1.  Amendments, modifications, supplements to Lease:  ______________________
    ________________________________________________________________________

(If None, so state)

2.  Rent Abatement:  _______________________________________________________
    ________________________________________________________________________

(If None, so state)

3.  Prepaid Rent:  _________________________________________________________
    ________________________________________________________________________

(If None, so state)

4.  Rent in Default:  ______________________________________________________
    ________________________________________________________________________

(If None, so state)

5.  Assignments and sublettings:  __________________________________________
    ________________________________________________________________________

(If None, so state)



                                                        ------------------------
                                                          Landlord's   Tenant's
                                                           Initials    Initials
                                                        ------------------------


                                                        ------------------------

<PAGE>

                                  EXHIBIT "E"

                               PARKING AGREEMENT

     Subject to the parking entitlements, if any, set forth in the lease to
which this Parking Agreement is attached (the "Lease"), and subject to
availability, and further subject to compliance with the following Rules and
Regulations, so long as the Lease remains in effect, Tenant or employees of
Tenant shall be entitled, on a non-exclusive basis, to purchase parking
contracts for spaces in the Building Parking Structure in an amount as
determined by Landlord.  The Building Parking Structure is depicted on Exhibit
"A-2."  All or part of any unreserved or unassigned parking spaces may be
assigned to, made available to, or reserved by Landlord for other tenants or
users of the Building, if Landlord determines that such action is necessary for
orderly and efficient parking.  Tenant shall pay a charge for the use of such
parking contracts at the monthly rental rate established for same from time to
time by Landlord or the Building Parking Structure operator.  Tenant may
validate visitor parking by such method(s) as Landlord or Landlord's parking
operator may approve, at the validation rate from time to time generally
applicable to visitor parking.  Landlord expressly reserves the right to
redesignate or modify any portion of the Building Parking Structure for other
uses or to any extent.

     The parking spaces hereunder shall be provided on an unreserved "first-
come, first-served" basis.  Tenant acknowledges that Landlord has or may arrange
for the Building Parking Structure to be operated by an independent contractor,
not affiliated with Landlord.  In such event, Tenant acknowledges that Landlord
shall have no liability for claims arising through acts or omissions of such
independent contractor.  Landlord shall have no liability whatsoever for any
damage to property or any other items located in the Building Parking Structure,
nor for any personal injuries or death arising out of any matter relating to the
Building Parking Structure, and in all events, Tenant agrees to look first to
its insurance carrier and to require that Tenant's employees look to their
respective insurance carriers for payment of any losses sustained in connection
with any use of the Building Parking Structure.  Tenant hereby waives on behalf
of its insurance carriers all rights of subrogation against Landlord or
Landlord's agents.

     All persons utilizing the Building Parking Structure shall comply with this
Parking Agreement, including any parker identification system(s) established by
Landlord's parking operator.  The following Rules and Regulations are in effect
until Landlord notifies Tenant of any change.  Landlord reserves the right to
modify and/or adopt such other reasonable and non-discriminatory rules and
regulations for the Building Parking Structure as it deems necessary.  Landlord
may refuse to permit any person who violates this Parking Agreement to park in
the Building Parking Structure.  Any violation of this Parking Agreement shall
subject the violator's car to removal from the Building Parking Structure at the
violator's expense.  Upon the termination of any person's parking privileges
under this Parking Agreement, Tenant shall cause all parker identification
devices supplied to such person by Landlord to be returned to Landlord.

                             RULES AND REGULATIONS

     1.   Building Parking Structure hours will be from 6:00 a.m. to 2:30 a.m.

     2.   Cars must be parked entirely within the stall lines painted on the
          floor.

     3.   All directional signs and arrows must be observed.

     4.   The speed limit shall be 5 miles per hour.

     5.   Parking is prohibited:

          (a)  in areas not striped for parking,

          (b)  in aisles,

          (c)  where "no parking" signs are posted,

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

          (d)  on ramps,

          (e)  in parking spaces marked as "reserved" for tenants other than
               Tenant,

          (f)  in cross hatched areas, or

          (g)  in such other areas as may be designated by Landlord or
               Landlord's parking operator.

     6.   Parking stickers or any other device or form of identification
supplied by Landlord shall remain the property of Landlord. Such parking
identification devices must be displayed as requested and may not be mutilated
in any manner. The serial number of the parking identification device may not be
obliterated. Devices are not transferable and any device in the possession of an
unauthorized holder will be void. There will be a replacement charge payable by
Tenant or a person designated by Tenant equal to the amount posted from time to
time by Landlord for loss of any parking sticker.

     7.   The monthly charge for rental of a parking space shall be payable in
advance on or prior to the first day of each month.  Failure to do so will
automatically cancel parking privileges and a late charge at the rate charged by
Landlord from time to time shall be due.  No deductions or allowances from the
monthly charge will be made for days a parker does not use the parking space
rented by him or her.

     8.   Landlord's parking operator and its employees are not authorized to
make or allow any exceptions to these Rules and Regulations.

     9.   Every parker is required to park and lock his or her own car.  All
responsibility for damage to cars or persons is assumed by the parker.

     10.  Loss or theft of parking identification devices from automobiles shall
be reported to the Landlord's parking operator immediately, and a lost or stolen
report must be filed by the customer at that time.  Any parking identification
device reported lost or stolen found on any unauthorized car will be confiscated
and the illegal holder will be subject to prosecution.  Lost or stolen devices
found by a parker must be reported to Landlord's parking operator immediately to
avoid confusion.

     11.  No more than one vehicle may be parked in any one parking space.
Washing, waxing, cleaning or servicing of any vehicle by a parker and/or his or
her agents is prohibited.

     12.  Landlord and Landlord's parking operator reserve the right to refuse
the sale of monthly stickers or other parking identification devices to any
person who willfully refuses to comply with these Rules and Regulations and all
applicable city, state or federal ordinances, laws or agreements.

     13.  Tenant shall acquaint all persons to whom Tenant assigns parking
spaces with these Rules and Regulations.

     14.  Notwithstanding anything in this Parking Agreement to the contrary,
persons who desire to rent parking spaces in the Building Parking Structure
shall be required to pay a $25.00 deposit for each magnetic parking card issued
to them by Landlord.  Such deposit shall be paid at the time the parking card is
issued.  Such deposit shall be forfeited if the parking card is lost.  Such
deposit shall be returned, without interest, at the time each such person ceases
utilizing the parking space provided by Landlord upon surrender of such person's
parking card.  Landlord reserves the right to charge an amount in excess of the
$25.00 deposit to replace lost parking cards, if such increase becomes necessary
in Landlord's reasonable judgment to prevent creation of a so-called "black
market" in parking cards.  Landlord shall post notices of any such increase(s).

     15.  Handicapped and visitor stalls shall be used only by handicapped
persons or visitors, as applicable.

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

     16.  In the event that, from time to time, the Building Parking Structure
is renovated or replaced, in whole or in part, Landlord shall have the right to
reasonably relocate Tenant's parking privileges to other parking facilities
within the vicinity of the Building on a temporary basis.

     17.  Parking on any driveways, access roads, turn-arounds and curbsides
located throughout the Building and the common areas is strictly prohibited.
Landlord shall have the right to cause any vehicles which are parked or
otherwise left unattended in such areas to be towed away at the vehicle owner's
expense.

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

                                  EXHIBIT "F"

                                   SUBLEASE

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

                                  EXHIBIT "G"

                           NON-DISTURBANCE AGREEMENT

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

RESOURCES CONNECTION LLC
695 Town Center Drive
Suite 600
Costa Mesa, CA 92626
Attn:  Steve Giusto

________________________________________________________________________________
                                                                Loan No.: 157588

                                NON-DISTURBANCE
                           AND ATTORNMENT AGREEMENT

     THIS NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is made
and entered into as of the 26th day of March, 2001 between Lincoln National Life
Insurance Company, an Indiana corporation ("Beneficiary"), and RESOURCES
CONNECTION LLC, a Delaware limited liability company ("Lessee"), with reference
to the following facts and circumstances:

     A.   Beneficiary made a loan (the "Loan") to ONE TOWN CENTER ASSOCIATES, a
California general partnership ("Lessor") secured by a deed of trust ("Deed of
Trust") covering the property commonly known as the Imperial Bank Tower, Costa
Mesa, California, which property is more particularly described on Exhibit "A"
attached hereto and incorporated herein by this reference (the "Property").
Beneficiary shall also be deemed to include any lender who succeeds to the
interest of Beneficiary hereunder and/or subsequently acquires title to the
Property pursuant to a bankruptcy proceeding involving Lessor.

     B.   Lessee and Lessor have entered into a Lease dated as of January 1,
2001, covering a portion of the Property (the "Premises") as more particularly
described therein (the "Lease").

     C.   The parties hereto each desire and hereby agree that in the event of a
foreclosure of the Deed of Trust, or in the event of a sale in lieu of such
foreclosure, or in the event that Beneficiary directly or indirectly becomes the
new landlord of the Property, Lessee shall attorn to Beneficiary, and
Beneficiary shall not disturb or terminate Lessee's interest in the Lease,
subject to and upon the terms and conditions more particularly set forth herein.

     NOW, THEREFORE, IN CONSIDERATION of the foregoing, and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1.   Acknowledgement and Agreement by Lessee.  Lessee represents, warrants,
          ---------------------------------------
covenants, acknowledges and agrees that:

          (a)  In the event Beneficiary notifies Lessee and demands that Lessee
pay its rent and all other sums due under the Lease to Beneficiary, Lessee shall
pay its rent and all other sums due under the Lease directly to Beneficiary or
as otherwise required pursuant to such notice, without the obligation to inquire
as to the authority of Beneficiary to make such demand.

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

          (b)  Lessee shall send a copy of any notice or statement claiming a
default by Landlord under the Lease to Beneficiary at the same time such notice
or statement is sent to Lessor.

          (c)  In the event of any act or omission by Lessor which would give
Lessee the right, either immediately or after the lapse of time, to terminate
the Lease or to claim a partial or total eviction, Lessee will not exercise any
such right until:  (i) it has given written notice of such act or omission to
Beneficiary, and (ii) the same period of time as provided Lessor under the Lease
to cure such act or omission shall have elapsed following such notice to
Beneficiary.  Lessee will accept cure of any Lease default by Beneficiary as
though Beneficiary is the Lessor under the Lease.

          (d)  This Agreement satisfies any condition or requirement in the
Lease relating to the granting of a non-disturbance agreement by Beneficiary.

          (e)  The Lease constitutes the full and entire agreement between
Lessor and Lessee with respect to the subject matter thereof, including, without
limitation, the rights and obligations of Lessor and Lessee with respect to the
Premises. The Lease has not been amended or modified in any manner, and there
are no other agreements, or understandings, whether written or oral, respecting
the Lease or the Premises.

     2.   Foreclosure and Sale; Attornment and Non-Disturbance.  In the event of
          ----------------------------------------------------
foreclosure of the Deed of Trust securing the Loan, or upon a sale of the
Property pursuant to the trustee's power of sale contained therein, or other
proceeding for enforcement of the Deed of Trust, or upon a transfer of the
Property by conveyance in lieu of foreclosure ("Enforcement Proceedings"), then,
so long as Lessee complies with this Agreement and is not in default under any
of the terms, covenants, or conditions of the Lease (after receipt of notice and
the expiration of all applicable cure periods), the Lease shall not terminate,
but shall continue in full force and effect as a direct lease between the
succeeding owner of the Property and Lessee, upon and subject to all of the
terms, covenants and conditions of the Lease for the remaining term of the Lease
and any renewals thereof.  After receipt by Lessee from Beneficiary or any
applicable purchaser of the Property of written notice of any Enforcement
Proceedings, Lessee will stop the payment of rent to Lessor and after receipt of
written notice of transfer of title to the Property to Beneficiary or such
purchaser, tender the applicable rent due and Lessee shall adhere to and accept
any such successor owner as lessor under the Lease, and shall be bound by and
perform all of the obligations imposed by the Lease.  Beneficiary, or any such
successor owner of the Property, will not disturb the possession of Lessee and
will perform and be bound by all of the obligations imposed on the Lessor by the
Lease; provided, however, that Beneficiary, or any purchaser at a trustee's or
sheriff's sale or any successor owner of the Property shall not be (i) liable
for any act or omission of a prior lessor (including, without limitation,
Lessor); (ii) subject to any offsets or defenses which Lessee might have against
any prior lessor (including, without limitation, Lessor); (iii) bound by any
rent or additional rent which Lessee might have paid in advance to any prior
lessor (including, without limitation, Lessor) for a period in excess of one
month (provided that Beneficiary shall be bound by payments of operating
expenses, taxes or insurance which are made on other than a monthly basis) which
Lessee might have paid in advance to any prior lessor (including, without
limitation, Lessor); (iv) bound by any agreement or modification of the Lease
which alters any obligation(s) of Lessor or Lessee, or increases any
obligation(s) of Lessor under the Lease, or shortens the term or alters the rent
payable under the Lease, or adversely affects Lessor's rights under the Lease
made without the written consent of Beneficiary or such other purchaser who has
first, in writing, notified Lessee of its interest; or (v) be liable for any
damages or other relief attributable to any latent or patent defects in
construction with respect to the Premises.  Notwithstanding anything to the
contrary contained in the Lease, in the event that Beneficiary shall succeed to
the interest of the Lessor in the Premises and for so long as Beneficiary, or an
affiliate of Beneficiary shall own the Premises, Lessee agrees that
Beneficiary's standards with respect to insurance carried on buildings owned by
Beneficiary and for buildings similar to the Building shall be deemed to satisfy
the requirements of the Lease as to the amount of insurance required to be
carried by the Lessor thereunder.  Lessee agrees, at the request of Beneficiary,
if Beneficiary so elects, and in furtherance of Lessee's and Beneficiary's
intent under this Section 2, to enter into any documentation reasonably
requested by Beneficiary to evidence

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

Lessee's reaffirmation of the Lease and Lessee's rights and obligations
thereunder; provided, however, that notwithstanding the foregoing, the
attornment of Lessee herein shall be effective and self-operative without the
execution of any further instruments upon the purchaser's succeeding to the
interest of Lessor under the Lease, whether by foreclosure, trustee's sale or
other proceeding, deed in lieu of foreclosure or otherwise.

     3.   No Obligation of Beneficiary.
          ----------------------------

          Beneficiary shall have no obligation to incur any liability with
respect to the erection or completion of any improvements in which the Premises
are located or for completion of the Premises or any improvements for Lessee's
use and occupancy, required as of the date Beneficiary succeeds to the interest
of Lessor under the Lease or the payment of any Tenant Improvement Allowance.

     4.   Conditional and Limited Amendments to the Lease.
          ------------------------------------------------

          (a)  The following provisions (collectively "amendments") will be
deemed to be part of the Lease and this Agreement and supersede any contrary
portion of the Lease and this Agreement only if the Beneficiary becomes, and
only for so long as the Beneficiary remains, either directly or indirectly, the
landlord under the Lease or of the property:

               (i)    Under Paragraph 3(f) of the Lease, Beneficiary is not
     required to use certified public accountants to provide the required
     certificates but can use its internal accounting and auditing staff.

               (ii)   Under Paragraph 48.6, Assignment and Subletting,
     Beneficiary as Landlord will have five (5) business days not three (3) days
     following the second notice within which to respond.

               (iii)  The indemnities involving Hazardous Materials (as defined
     in the Lease) in Paragraphs 20(b) and 48.3 (or otherwise contained within
     the Lease) pertaining to Landlord and/or Tenant are deleted for all
     purposes.  Provided, however, notwithstanding the foregoing, Beneficiary
     agrees to at all times operate the Building in accordance with and to
     comply with all Applicable Laws (as defined in the Lease) and to remedy and
     remediate in accordance with Applicable Laws all Hazardous Materials
     contamination not caused by or resulting from Tenant, its agents,
     contractors, employees or their respective activities at the Building which
     impairs or prevents Tenants use of or access to the Premises or the
     Building.

               (iv)   A new Section 5(c) is added to the Lease which shall
     provide as follows:

               5(c)   Subject to the other obligations and restrictions of this
          Article 5, Tenant in its use and occupancy of the Premises will comply
          with all Applicable Laws including but not limited to the Americans
          with Disability Act of 1990, 42 U.S.C. 12101 et seq. as amended
                                                       -------
          ("ADA") and will so comply with ADA in connection with, any
          alterations or additions to the Premises performed by Tenant, its
          agents or contractors, and any Tenant employer-employee obligations or
          duties under ADA.  Tenant for this purpose includes any assignee or
          subtenant of Tenant.  This provision controls over any conflicting
          provision of this Lease.

     5.   Notices. All notices hereunder shall be deemed to have been duly given
          -------
if personally delivered, or mailed by commercial courier service, or by United
States registered or certified mail, with return receipt requested, postage
prepaid as follows:

          Beneficiary:        Lincoln National Life Insurance Company
                              c/o Lincoln Investment Management Inc.
                              200 East Berry Street
                              P.O. Box 2390
                              Fort Wayne, Indiana  46801


                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

                              Attn:  Financial Services

          Lessor:             One Town Center Associates
                              3315 Fairview Road
                              Costa Mesa, California  92626
                              Attention: Center Tower Controller

          With a copy to:     One Town Center Associates
                              650 Town Center Drive, Suite 270
                              Costa Mesa, California  92626
                              Attention: Property Manager

          Lessee:             RESOURCES CONNECTION LLC
                              695 Town Center Drive
                              Suite 600
                              Costa Mesa, CA 92626
                              Attention: Steve Giusto

or at such other address as shall be given in writing to the parties hereto in
accordance with this provision.  Notice shall be deemed given two (2) business
days from time of mailing, if mailed as provided in this paragraph.

     6.   Miscellaneous.
          -------------

          (a)  This Agreement supersedes any inconsistent provision of the
Lease.

          (b)  Nothing contained in this Agreement shall be construed to
derogate from or in any way impair or affect the lien or provisions of the Deed
of Trust or the priority of the lien or charge of the Deed of Trust over the
Lease.

          (c)  Beneficiary shall have no obligations nor incur any liability
with respect to any warranties of any nature whatsoever, whether pursuant to the
Lease or otherwise, including, without limitation, any warranties respecting
use, compliance with zoning, Lessor's title, Lessor's authority, habitability,
fitness for purpose or possession. Lessee should rely solely on its own
investigation with respect to such matters.

          (d)  In the event that the Beneficiary shall acquire title to the
Premises or the Property, Beneficiary shall have no obligation, nor incur any
liability, beyond Beneficiary's then equity interest, if any, therein, without
regard to any liens or encumbrances on the Property and Lessee shall look
exclusively to such equity interest of Beneficiary for the payment and discharge
of any obligations imposed upon Beneficiary hereunder or under the Lease, and
Beneficiary is hereby released and relieved of any personal liability hereunder
and under the Lease.

          (e)  This Agreement shall inure to the benefit of the parties hereto,
and their respective heirs, successors and permitted assigns; provided, however,
that in the event of any assignment or transfer of the interest of Beneficiary,
all obligations and liabilities of Beneficiary under this Agreement shall
terminate, and thereupon all such obligations and liabilities shall be assumed
by and the responsibility of the party to whom Beneficiary's interest is
assigned or transferred; and provided further that the interest of Lessee under
this Agreement may not be assigned or transferred without the prior written
consent of Beneficiary, which consent shall not be unreasonably withheld,
delayed or conditioned.

          (f)  This Agreement shall be governed by and construed in accordance
with the laws of the State of California.

          (g)  Unless and until written demand is made by Beneficiary to Lessee
in accordance with Section 1(a) hereof, all rents and other sums payable by
Lessee under the Lease shall be payable to Lessor.

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

          (h)  This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.

          (i)  If any party commences an action against any of the other parties
arising out of or in connection with this Agreement, the prevailing party shall
be entitled to recover from the losing party reasonable attorneys' fees and
costs of such action.

          (j)  This Agreement shall not be amended, changed or modified in any
way unless in writing executed by Lessee and Beneficiary.  Lessee and
Beneficiary shall not have waived or released any of their rights hereunder
unless in writing and executed by Lessee and Beneficiary.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereof.

BENEFICIARY:

LINCOLN NATIONAL LIFE INSURANCE COMPANY,
c/o Lincoln Investment Management Inc.



By:  _____________________________
Its: _____________________________



LESSEE:

RESOURCES CONNECTION LLC,
A Delaware limited liability company



By:  _____________________________
Its: _____________________________

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------
<PAGE>

State of _________________
County of ________________

On ________________ before me, _______________________________, personally
appeared _________________________________________________________________,

/  / personally known to me - or

/  / proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted,

WITNESS my hand and official seal.



_______________________________



State of _________________
County of ________________

On ________________ before me, _______________________________, personally
appeared ____________________________________________________________________,
/  / personally known to me - or

/  / proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted,

WITNESS my hand and official seal.



_______________________________

                                                       ------------ ------------
                                                         Landlord's   Tenant's
                                                          Initials    Initials
                                                       ------------ ------------


                                                       ------------ ------------