THIS  LEASE is made as of  January 1, 1998,  by and  between  Landlord  and
Tenant.



                                   WITNESSETH:

     1. Terms and  Definitions.  For the purposes of this Lease,  the  following
terms shall have the following definitions and meanings:

     (a)  Landlord: PC OAKLAND ASSOCIATES LTD.

     (b)  Landlord's Address:

          PC Oakland Associates Ltd.
          c/o Prentiss Properties,  Ltd.
          3890 W. Northwest
          Highway, Suite 400 Dallas,
          Texas 75220
          Attn: Thomas F. August

          With a copy to:

          PC Oakland Associates Ltd.
          c/o Prentiss Properties Management, L.P.
          601 California Street, Suite 610
          San Francisco, CA 94108
          Attention: Elizabeth Hearle

          With a copy to:

          PC Oakland Associates Ltd.
          c/o Prentiss Properties Management, L.P.
          1901 Harrison Street, Suite 100
          Oakland, CA 94612
          Attention: Property Manager

     (c)  Landlord's Address for Payments:

          PC Oakland Associates Ltd.
          c/o Prentiss Properties, Ltd.
          Department 100109
          Pasadena, CA 91189-0105

     (d)  Tenant: WORLD SAVINGS AND LOAN ASSOCIATION, a Federal Savings and Loan
          Association

     (e)  Tenant's Address:

          World Savings and Loan Association
          1901 Harrison Street
          Oakland, CA 94612
          Attention: Vice President - Corporate Properties

<PAGE>


          With a copy to:

          World Savings and Loan Association
          1901 Harrison Street
          Oakland, CA 94612
          Attention: Richard A. Crane, Senior Vice President

     (f)  Floor(s)  upon which the Premises are  located:  Second (2nd)  through
          eighth (8th) floors, tenth (10th) and seventeenth (17th) floors.

     (g)  Premises:   Those  certain  premises  defined  in  Subparagraph   2(a)
          hereinbelow.

     (h)  Site: The parcel or parcels of real property  defined in  Subparagraph
          2(a) below.

     (i)  Rentable  Square Feet within  Premises:  147,665  Rentable Square Feet
          within the Building: 272,367.3

     (j)  Original Term: Ten (10) years

     (k)  Commencement Date: January 1, 1998

     (1)  Annual Basic Rent:

          Years  1  -  2  $24.00  per  Rentable  Square  Foot  per  year  (i.e.,
          $295,330.20 per month) Years 3 - 4 $24.88 per Rentable Square Foot per
          year (i.e.,  $306,158.76  per month)  Years 5 - 6 $25.82 per  Rentable
          Square Foot per year (i.e.,  $317,726.07 per month) Years 7 - 8 $26.81
          per Rentable Square Foot per year (i.e.,  $329,908.21 per month) Years
          9 - 10 $27.87 per Rentable Square Foot per year (i.e., $342,952.19 per
          month)

     (m)  Base Year: Calendar Year 1998

     (n)  Tenant's Percentage: 54.2% (i.e., 147,665/272,367.3)

     (o)  Security Deposit: none

     (p)  Permitted Use: General office purposes by Tenant and any of its
          Affiliated Companies

     (q)  Brokers: None

     (r)  Prior  Lease:  That  certain  Lease dated as of April 6, 1984,  by and
          between Landlord, as  successor-in-interest  to CF-Oakland Associates,
          Ltd., a California limited  partnership ("Prior Landlord") and Tenant,
          as such lease has been  amended,  pursuant to which  Tenant  initially
          occupied the Building.

     (s)  Affiliated  Company: A corporation,  partnership or other legal entity
          (i) controlled or under common control with Tenant or (ii) a parent of
          Tenant  or  (iii)  any  successor  to  Tenant  by  purchase,   merger,
          consolidation or  reorganization,  provided,  that if such entity is a
          successor   to   Tenant  by   purchase,   merger,   consolidation   or
          reorganization,  the  continuing or surviving  entity shall own all or
          substantially  all of the  assets of Tenant and shall have a net worth
          which is not materially less than Tenant's net worth


                                        2



<PAGE>


          immediately   preceding  such  purchase,   merger,   consolidation  or
          reorganization. As used herein (a) "parent" shall mean a company which
          owns a  majority  of  Tenant's  voting  equity;  (b)  "controlled"  or
          "subsidiary"  shall mean an entity  wholly-owned by Tenant or at least
          fifty-one percent (51%) of whose voting equity is owned by Tenant; and
          (c) "affiliate" shall mean an entity controlled,  controlling or under
          common control with Tenant.

     2.   Premises and Common Areas Leased.

     (a)  Premises.  Landlord  hereby  leases to Tenant and Tenant hereby leases
from  Landlord,  the premises,  consisting  of all of the floors  referred to in
Paragraph l(f) (the "Premises"),  in the building (the  "Building"),  located on
the parcel or parcels  of real  property  (the  "Site")  commonly  known as 1901
Harrison  Street,  Oakland,  California,  said Premises  being  agreed,  for the
purposes  of this Lease to have an area  consisting  of the  number of  rentable
square feet (as defined below and designated in Subparagraph i(i)).

     The parties  hereto  agree that said letting and hiring is upon and subject
to the terms,  covenants and conditions herein set forth and Tenant and Landlord
each covenant as a material part of the consideration for this Lease to keep and
perform each and all of said terms,  covenants  and  conditions by it to be kept
and  performed  and  that  this  Lease  is  made  upon  the  condition  of  such
performance.

     (b) Common Areas. Tenant shall have the nonexclusive right to use in common
with other  tenants in the  Building,  and subject to the Rules and  Regulations
attached hereto as Exhibit A (the "Rules and Regulations"),  the following areas
("Common Areas") appurtenant to the Premises:

          (i)  The  common   entrances,   lobbies,   elevators,   stairways  and
     accessways,  loading docks, ramps, drives and platforms and any passageways
     and  serviceways  thereto,  and  the  common  pipes,  conduits,  wires  and
     appurtenant equipment serving the Premises;

          (ii)  Parking  areas,   loading  and  unloading  areas,  trash  areas,
     roadways,  sidewalks,  walkways,  parkways,  driveways and landscaped areas
     appurtenant to the building.

     (c)  Landlord's  Rights.  Landlord  reserves  the  right  from time to time
without  unreasonable  interference  with  Tenant's  use and with prior  written
notice to Tenant if the anticipated  action will affect the Premises or Tenant's
use of same:

          (i) To  install,  use,  maintain,  repair and  replace  pipes,  ducts,
     conduits,  wires and appurtenant  meters and equipment for service to other
     parts of the Building above the ceiling surfaces, below the floor surfaces,
     within the walls and in the central core areas,  and to relocate any pipes,
     ducts, conduits, wires and appurtenant meters and equipment included in the
     Premises which are located in the Premises or located elsewhere outside the
     Premises.

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

          (iii) To use the  Common  Areas  while  engaged  in making  additional
     improvements,  repairs  or  alterations  to the  Building,  or any  portion
     thereof so long as reasonable access to the. Premises remains available;

          (iv) To do and perform such other acts and make such other  changes of
     a non-

                                        3


<PAGE>



     material  nature in, to or with respect to the Common Areas and Building as
     Landlord  may,  in the  exercise  of sound  business  judgment,  deem to be
     appropriate.

          (v) All of Landlord's  rights in this  Subparagraph (c) are subject to
     the condition  that Landlord  repair and restore to a condition  reasonably
     similar to that existing  prior to Landlord's  actions,  any portion of the
     Premises used or affected by Landlord's work or use.

     (d) Rentable Square Feet. As used in the Lease,  the term "Rentable  Square
Feet" shall be determined in  accordance  with the Building  Owners and Managers
Association method  (ANSI-Z65.11996) (the "BOMA Standard").  Landlord and Tenant
agree that the  Rentable  Square Feet of the Building and the Premises set forth
in Subparagraph l(i) shall remain fixed for the Term (as defined in Subparagraph
3(a)) unless there is a change to the  Premises or the  Building.  If there is a
change  to  the  Premises  or  the  Building,  then,  within  thirty  (30)  days
thereafter,  Landlord  and Tenant  shall meet at a mutually  convenient  time to
re-measure  the portion of the Premises or the  Building  that is the subject of
the  change,  using  the BOMA  Standard,  which  measurement  shall be deemed to
establish  the  Rentable  Square  Feet of the  portion  of the  Premises  or the
Building  that is the subject of the change as of the date of such change to the
Premises  or the  Building,  and the  amount  of  Annual  Basic  Rent,  Tenant's
Percentage  and all  other  amounts  or  provisions  of  this  Lease  which  are
calculated, determined or interpreted based upon the Rentable Square Feet of the
Premises or the Building shall be adjusted accordingly.  Landlord's  measurement
of the Building and Premises are subject to Tenant's  confirmation  on or before
June 15, 1998.

     3.   Term.

     (a) Original Term;  Termination  of Prior Lease.  The original term of this
Lease  ("Original  Term") shall be ten (10) years,  which term shall commence on
January 1, 1998 (the "Commencement  Date") and terminate at midnight on December
31, 2007 (the  "Expiration  Date"),  unless a sooner date of  termination  shall
apply as  provided  elsewhere  in this Lease.  As used in this  Lease,  the word
"Term" shall mean the Original  Term as extended,  if  applicable,  by the First
Extension Term (defined below) and, if applicable,  by the Second Extension Term
(defined below).

     (b) First Extension Right.  Subject to the provisions of this  Subparagraph
3(b),  Landlord hereby grants to Tenant the option ("First  Extension Right") to
extend  the term of this  Lease  for one (1)  period of ten (10)  years  ("First
Extension Term"),  which First Extension Term shall commence upon the expiration
of the Original Term. Tenant must deliver to Landlord irrevocable written notice
of its election to exercise the First Extension Right on or before June 30, 2006
("First Exercise  Date").  If Tenant has not exercised the First Extension Right
as of the First Exercise Date,  Landlord shall notify Tenant of Tenant's failure
to so timely  deliver a notice of  exercise  of the First  Extension  Right;  if
Tenant fails to deliver a notice of exercise of the First Extension Right within
five (5) business days following  Landlord's  delivery of such notice to Tenant,
Tenant  shall  irrevocably  be deemed to have waived its right to  exercise  the
First Extension  Right.  Subject to the provisions of  Subparagraph  3(e) below,
Tenant  shall have no right to exercise the First  Extension  Right if as of the
First  Exercise  Date  Tenant  shall  be in  default  under  this  Lease  beyond
applicable  cure  periods.  Tenant's  occupancy  of any  space  in the  Building
pursuant to the First Extension Right shall be upon the same term and conditions
as set forth in this Lease,  except where expressly  provided  otherwise in this
Lease.

     (c) Second Extension Right.  Subject to the provisions of this Subparagraph
3(c), if Tenant shall have exercised the First Extension Right,  Landlord hereby
grants to Tenant the option ("Second Extension Right") to extend the term of the
Lease for a period of ten (10) years ("Second Extension


                                        4


<PAGE>


Term"),  which Second  Extension  Term shall commence upon the expiration of the
First  Extension  Term.  Tenant must deliver to Landlord  written  notice of its
election  to  exercise  the Second  Extension  Right on or before  June 30, 2016
("Second Exercise Date"). If Tenant has not exercised the Second Extension Right
as of the Second Exercise Date, Landlord shall notify Tenant of Tenant's failure
to timely deliver a notice of exercise of the Second  Extension Right; if Tenant
fails to deliver a notice of exercise of the Second  Extension Right within five
(5) business days following Landlord's delivery of such notice to Tenant, Tenant
shall  irrevocably  be deemed to have  waived its right to  exercise  the Second
Extension Right.  Subject to the provisions of Subparagraph  3(e) below,  Tenant
shall have no right to extend the term of the Lease beyond the expiration of the
First  Extension Term if at the Second  Exercise Date Tenant shall be in default
under this Lease beyond applicable cure periods. Tenant's occupancy of any space
pursuant  to the  Second  Extension  Right  shall  be upon the  same  terms  and
conditions as set forth in this Lease, except where expressly provided otherwise
in this Lease.

     (d)  Subtenant  May Not  Exercise.  The  Extension  Rights  granted in this
Paragraph 3 to Tenant may not be exercised by any subtenant of Tenant.

     (e)  Effect of  Default.  Whenever  in this  Lease,  Tenant  shall  have an
Extension  Right or any right to lease new space,  Tenant shall not be precluded
from exercising that right if Tenant is in default  hereunder if (i) the default
shall be a monetary  default  (i.e., a failure to pay rent,  additional  rent or
other  monetary  sums) and Tenant  shall have cured the default  within five (5)
business days after written notice by Landlord to Tenant notifying Tenant of the
default; or (ii) the default shall be a non-monetary default (i.e., a failure of
performance  other than the payment of money),  and Tenant  shall have cured the
non-monetary default within the applicable time periods of Paragraph 21(a)(iii).

     (f) Days.  All  references  in this Lease to "days"  shall be  construed as
references to calendar  days,  unless another  standard,  such as business days,
shall be expressly set forth.

     (g) Termination of Prior Lease-, Rent Credit. The parties acknowledge that,
pursuant to the provisions of the Prior Lease, Tenant occupied the Premises and,
from time to time, other portions of the Building. Upon the mutual execution and
delivery of this Lease,  the Prior  Lease shall be deemed  terminated,  null and
void, and of no further force and effect, and the provisions of this Lease shall
thereafter govern the relationship  between the parties with respect to Tenant's
occupancy  of the  Premises.  Notwithstanding  the  foregoing,  Tenant  shall be
entitled  to a credit  against  Annual  Basic Rent in the amount of  $95,685.34,
which  represents the difference  between the rent due under the Prior Lease and
the rent due hereunder for the period of January 1, 1998 until May 7, 1998. Such
rent credit shall be applied against Annual Basic Rent payable hereunder for the
month of June,  1998.  Concurrently  with their mutual execution and delivery of
this Lease,  Landlord  and Tenant will  execute and deliver a Lease  Termination
Agreement in the form of Exhibit B attached hereto,  pursuant to which the Prior
Lease will be terminated  effective as of the expiration of the day  immediately
preceding the Commencement Date.

     4.  Possession.

     (a) Tenant hereby accepts the Premises in their "as-is" condition,  without
any obligation on the part of Landlord to repair, refurbish or otherwise remodel
the Premises.  Tenant acknowledges that, pursuant to the Prior Lease, Tenant has
been in occupancy of the Premises prior to the Commencement Date and is familiar
with, and has previously accepted, the improvements within the Premises.

                                        5


<PAGE>


     5. Annual Basic Rent.

     (a) Generally. Tenant agrees to pay Landlord as annual basic rental for the
Premises the Annual Basic Rent  designated  in Paragraph 1 (subject to Paragraph
3(g) above and to  adjustment  as  ,hereinafter  provided)  in twelve (12) equal
monthly  installments  as described in Paragraph 1, each in advance on the first
day of each and every  calendar  month  during  the Term.  In the event the Term
commences or ends on a day other dm the first day of a calendar month,  then the
rental for such periods shall be prorated in the  proportion  that the number of
days this Lease is in effect during such periods bears to thirty (30),  and such
rental shall be paid at the  commencement  of such periods.  In addition to said
Annual Basic Rent, Tenant agrees to pay the amount of the rental  adjustments as
and when hereinafter, provided in this Lease. Said Annual Basic Rent, additional
rent, and rental adjustments shall be paid to Landlord, without any prior demand
therefor  and without any  deduction  or offset  whatsoever  except as otherwise
specifically  provided  herein in lawful money of the United  States of America,
which shall be legal  tender at the time of payment,  at the address of Landlord
designated  in  Paragraph  I or to such other  person or at such other  place as
Landlord may from time to time designate in writing.  Further, all charges to be
paid by Tenant  hereunder,  including,  without  limitation,  payments  for real
property taxes,  insurance,  repairs, and parking shall be considered additional
rent for the  purposes  of this  Lease,  and the word "rent" in this Lease shall
include such additional rent unless the context  specifically or clearly implies
that only the Annual Basic Rent is referenced.

     (b) If Tenant shall exercise the First  Extension  Right,  the Annual Basic
Rent for the Premises for the First Extension Term shall be adjusted,  effective
as of the  commencement of the First Extension Term, to ninety-five  percent (95
%) of the Market Rate (defined below)  applicable as of the  commencement of the
First Extension Term.

     (c) If Tenant shall exercise the Second  Extension  Right, the Annual Basic
Rent for the Premises for the Second Extension Term shall be adjusted, effective
as of the commencement of the Second  Extension Term to ninety-five  percent (95
%) of the Market Rate applicable as of the  commencement of the Second Extension
Term.

     (d) As used herein, "Market Rate" shall mean the annual amount per Rentable
Square Foot that a landlord of a first-class building within the Comparison Area
(i.e.,  first-class  office  space in the Lake  Merritt and City Center  central
business district areas of Oakland,  California) with comparable vacancy factors
would  accept,  and  that  a  tenant  would  pay,  in  lease  or  lease  renewal
transactions for comparable space, for a comparable use, for a comparable period
of time, taking into.  account all then relevant factors.  'Me Market Rate shall
be determined in the following  manner:  Landlord shall notify Tenant in writing
of Landlord's good faith  determination  of the applicable  Market Rate no later
than ninety (90) calendar days prior to the date on which Tenant's obligation to
pay that Market Rate shall commence. Tenant shall have thirty (30) calendar days
to notify  Landlord  in  writing if it  disagrees  with or  disputes  Landlord's
determination  of the Market Rate. If Tenant does not give Landlord such notice,
Landlord's  determination of the Market Rate shall be controlling.  However,  if
Tenant does give Landlord such notice, then such notice will be accompanied by a
statement of Tenant's good faith  determination  of the applicable  Market Rate.
'Me parties shall,  diligently and in good faith,  negotiate in the ten (10) day
period  following  delivery  of  Tenant's  notice in an effort to agree upon the
applicable Market Rate., If after such ten (10) day period, the parties have not
reached  agreement  upon the  applicable  Market Rate,  the Market Rate shall be
determined  in the  following  manner:  Landlord  and  Tenant  shall  select one
appraiser  each,  who shall be an MAI qualified  real estate  appraiser  with at
least five (5) years  experience in the Comparison Area and who is familiar with
rental values and leasing practices in the Comparison

                                        6



<PAGE>


Area. Each party shall deliver to the other party written notice of its selected
appraiser  within five (5) business days following the parties' failure to reach
agreement on the Market Rate during the ten (10) day period described above. The
two (2)  appraisers  so  selected  shall  appoint  a third  similarly  qualified
appraiser (the "Arbitrator") within ten (10) calendar days of their appointment.
If the two (2) appraisers so selected shall fail to appoint an Arbitrator within
said  ten  (10)  calendar  day  period,  then  within  five  (5)  business  days
thereafter,  Tenant  shall  compile  a list  of  five  (5)  similarly  qualified
appraisers  and deliver same to Landlord,  from which  Landlord shall select one
(1)  appraiser  to act as the  Arbitrator  within five (5)  calendar  days after
Tenant delivers such list; and if Landlord fails to timely select from said list
of five (5)  appraisers,  Tenant  shall  have the right to select one (1) of the
five (5) listed appraisers to act as the Arbitrator.  If Tenant fails to provide
the list of five (5) appraisers as aforesaid, then Landlord shall have the right
to select the Arbitrator who shall be similarly qualified. If either Landlord or
Tenant  fails to deliver to the other  party  notice of its  selected  appraiser
within the time periods  herein  specified,  then the appraiser  selected by the
other party shall act as the Arbitrator.  Within (5) business days following the
selection of the Arbitrator,  Landlord and Tenant shall each place in a separate
sealed envelope its final good faith  determination as to the applicable  Market
Rate, and shall deliver such envelope to the Arbitrator.  In addition,  Landlord
or Tenant may  concurrently  submit to the Arbitrator  (with a copy to the other
party),  any  market  data and  additional  information  that such  party  deems
relevant to the Market Rate ("Market Data");  in such event, the other party may
submit a reply in writing  within five (5) business days  following  delivery of
such Market Data. The Arbitrator,  shall within five (5) business days following
receipt  of the  envelopes,  review the  parties'  respective  submissions.  The
determination  of the Arbitrator shall be limited solely to the issue of whether
Landlord's or Tenant's  submitted  determination of Market Rate for the Premises
is the closest to the actual Market Rate for the Premises,  as determined by the
Arbitrator.  The Arbitrator may hold a hearing if the Arbitrator,  in his or her
sole discretion,  determines that one is necessary,  provided, however, that any
such  hearing  shall not last in excess of one (1) day.  The  Arbitrator  shall,
within thirty (30) days of his or her appointment,  determine whether Landlord's
or Tenant's submitted determination of Market Rate most closely approximates the
actual Market Rate, and shall notify Landlord and Tenant of such  determination;
the Arbitrator  may not propose a "compromise"  Market Rate. The decision of the
Arbitrator  shall be  final  and  binding  upon  Landlord  and  Tenant,  and the
determination  so selected  shall be the  applicable  Annual  Basic Rent payable
during the  applicable  Extension  Term.  Landlord and Tenant shall each pay any
fees for their respective appraisers. The fees of the Arbitrator shall be shared
equally by Landlord and Tenant.

     6.   Rental Adjustment.

     (a) Definitions.  For the purposes of this Subparagraph 6(a), the following
terms are defined as follows:

          (i)  Tenant's   Percentage:   Tenant's  Percentage  as  set  forth  in
     Subparagraph  l(n),  shall mean that portion of the total  Rentable  Square
     Feet of the Building occupied by Tenant.

          (ii) Base Operating  Expenses:  Base Operating Expenses shall mean the
     amount of Operating  Expenses incurred or paid by Landlord  attributable to
     the Base Year.

          (iii)  Operating  Expenses:  Operating  Expenses  shall consist of all
     direct costs of operation and maintenance of the Building, Common Areas and
     the Site in  first-class  condition  and repair  ("Operating  Expenses") as
     determined  by  standard  accounting  practices,  calculated  assuming  the
     Building is one hundred  percent (100%)  occupied,  including the following
     costs by way of illustration,  but not limitation:  real property taxes (as
     defined in Paragraph 6(a)(iv) and excluding therefrom any increases in real
     property taxes in accordance with Paragraph 6(a)(vi));

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<PAGE>


rent  taxes or gross  receipt  taxes,  (whether  assessed  against  Landlord  or
assessed  against  Tenant and collected by Landlord,  or both);  water and sewer
charges; the net cost and expense of insurance for which Landlord is responsible
hereunder or which  Landlord or any first  mortgagee  with a lien  affecting the
Premises  reasonably  deems  necessary in  connection  with the operation of the
Building  (except that with respect to earthquake  insurance,  the cost therefor
shall be included in  Operating  Expenses  only if the  provisions  of Paragraph
18(d) are satisfied); utilities; janitorial services; security; labor; utilities
surcharges,  or any other costs other than  capital  costs  (except as permitted
below) levied, assessed or imposed by, or at the direction of, or resulting from
statutes or regulations or interpretations thereof,  promulgated by any federal,
state regional,  municipal or local government  authority in connection with the
use or occupancy of the Building or the Premises or arising out of any agreement
made with any such  authorities as part of the development of the Building;  the
cost, (capitalized at the Interest Rate (i.e., a rate of interest of 2% over the
then current "prime" or "reference" interest rate charged by the Bank of America
(or its successor) to its best  commercial  customers),  amortized in accordance
with generally  accepted  accounting  principles),  of any capital  improvements
either (i) required by a directive of or to be in compliance with a governmental
entity  or  regulation,  or (ii)  constructed  or caused  to be  constructed  or
purchased by Landlord in order to achieve,  and which in fact  achieves,  energy
efficiency  (unrelated to the normal replacement of capital  improvements due to
wear and tear there of or (iii) to repair or replace worn out or obsolete  items
or equipment;  air-conditioning;  waste disposal; heating; ventilating; elevator
maintenance;  supplies;  materials;  equipment; tools; repair and maintenance of
the  structural  portions of the  Building,  including  the  plumbing,  heating,
ventilating,  air conditioning and electrical  systems installed or furnished by
Landlord; maintenance, costs, and upkeep of all Common Areas; rental of personal
property used in maintenance;  costs and expenses of gardening and  landscaping;
maintenance of signs (other than Tenant's signs); personal property taxes levied
on or  attributable  to personal  property  used in  connection  with the entire
Building,  including the Common Areas;  reasonable  audit or verification  fees;
management  fees and costs  (including  the market  value of an  on-site  and/or
off-site  property manager and assistant  property  manager),  provided that any
such management fee shall be comparable to the management fees typically charged
by the managers of first-class,  owner managed  buildings  within the Comparison
Area; and costs and expenses of repairs,  resurfacing,  repairing,  maintenance,
painting,  lighting,  cleaning,  refuse  removal,  security  and similar  items,
including  appropriate  reasonable  reserves.   Notwithstanding  the  foregoing,
Operating  Expenses  shall not  include:  (i)  depreciation  on the  Building or
equipment   therein;   (ii)  Landlord's   executive  salaries  or  salaries  not
attributable to the operation and/or management of the Building;  (iii) the cost
of the staffing,  management and operations of the Garage  (defined in Paragraph
35(a) below) (as opposed to the costs of repair,  and  maintenance of the Garage
levels that do not relate to the parking  operation);  (iv) real estate brokers'
commissions; (v) any ground lease rental; (vi) costs of items considered capital
repairs,  replacement,  improvements  and equipment - under  generally  accepted
accounting principles consistently applied ("Capital Items") except as described
above;  (vii) rentals for items  (except when needed in  connection  with normal
repairs and maintenance of permanent  systems) which, if purchased,  rather than
rented,  would  constitute  a  "Capital  Item"  which is  specifically  excluded
pursuant to the provisions of clause (vi) of this Subparagraph 6(a)(iii); (viii)
cost  incurred  by  Landlord  for the repair of damage to the  Building,  to the
extent that Landlord is reimbursed by insurance proceeds;  (ix) costs, including
permit,  license and inspection  costs incurred with respect to, or increases in
real property taxes assessed as a direct result of, the  installation  of tenant
or other  occupants'  improvements  in the  Building  (in the case of such  real
property  taxes,  only to the extent that such  improvements  are  assessed at a
valuation  higher than the valuation at which  leasehold  improvements  in other
space in the  Building  are  assessed)  or incurred in  renovating  or otherwise
improving, decorating, painting or redecorating

                                        8



<PAGE>


vacant  space for tenants or other  occupants of the  Building;  (x) the cost of
providing above building  standard services to other tenants (which services are
not  provided  to  Tenant);  (xi) the cost of any  electric  power for which any
tenant of the Building directly  contracts with the local public service company
or for which any tenant of the Building is separately  metered or submetered and
pays Landlord directly,  provided,  however,  that if any tenant in the Building
contracts  directly for  electrical  power service or is  separately  metered or
submetered  during any portion of the relevant period,  the total electric power
cost for the  Building  shall be "grossed  up" to reflect what those costs would
have been had each such tenant in the Building  used normal  amounts of electric
power;  and  (xii)  costs of  selling,  syndicating,  financing,  mortgaging  or
hypothecating any of Landlord's  interest in the Building.  Revenue from special
services shall be credited to the account of the Building. Landlord agrees that,
except as expressly modified in this Paragraph  6(a)(iii),  the types and levels
of costs and expenses  included in Operating  Expenses  shall be  comparable  to
those included in Operating  Expenses by owners of first-class  office buildings
in the Comparison Area. Additionally,  the cost of any repair, reconditioning or
replacement  of the  Building's  curtain  wall or  exterior  windows  which,  in
accordance with generally accepted  accounting  principles,  would be an item of
expense  that  is  properly  capitalized,  will  not be  included  in  Operating
Expenses;  notwithstanding  the  foregoing to the contrary,  Landlord's  cost of
cleaning,  maintenance  and minor  works of repair  with  respect to the Bu mg s
curtain  wall and windows  will be included  within  Operating  Expenses for the
purposes of this Lease. In no event will Landlord  collect from Tenant and other
tenants in the  Building,  Operating  Expenses in excess of one hundred  percent
(100%) of the costs of operating the Building, Common Areas and Site.

     (iv) Real Property  Taxes.  As used herein,  the term "real property taxes"
shall,  subject to the provisions of Paragraphs 6(a)(v) and (vi) below,  include
any  form of  assessment,  license  fee,  license  tax,  business  license  fee,
commercial rental tax, levy, charge, penalty, tax or similar imposition, imposed
by any authority  having the direct power to tax,  including  any city,  county,
state or federal government, or any school, agricultural,  lighting, drainage or
other improvement or special assessment  district thereof,  as against any legal
or equitable  interest of Landlord in the Site or Building,  including,  but not
limited to, the following:

          (A) any tax on  Landlord's  "right" to rent or "right" to other income
     from  the  Premises  or as  against  Landlord's  business  of  leasing  the
     Premises;

          (B)  any  assessment,  tax,  fee,  levy  or  charge  in  substitution,
     partially  or  totally,  of  any  assessment,  tax,  fee,  levy  or  charge
     previously  included within the definition of real property taxes, it being
     acknowledged by Tenant and Landlord that  Proposition 13 was adopted by the
     voters of the State of California  in the June 1978 Election  ("Proposition
     13") and that assessments,  taxes,  fees, levies and charges may be imposed
     by  governmental  agencies for such  services as fire  protection,  street,
     sidewalk and road  maintenance,  refuse removal and for other  governmental
     services  formerly provided without charge to property owners or occupants.
     It is the  intention of Tenant and Landlord that all such new and increased
     assessments,  taxes,  fees,  levies  and  charges  be  included  within the
     definition of "real property taxes" for the purposes of this Lease;

          (C) any assessment,  tax, fee, levy or charge allocable to or measured
     by the area of the  Premises  or the  rent  payable  hereunder,  including,
     without irritation, any gross income tax or excise tax levied by the State,
     city or federal  government,  or any political  subdivision  thereof,  with
     respect to the receipt of such rent, or upon or with

                                        9



<PAGE>


     respect to the possession,  leasing,  operating,  management,  maintenance,
     alteration,  repair,  use or  occupancy by Tenant of the  Premises,  or any
     portion thereof;

          (D) any assessment,  tax, fee, levy or charge upon this transaction or
     any  document  to which  Tenant is a party,  creating  or  transferring  an
     interest or an estate in the Premises; and

          (E) any increase in real property  taxes  triggered by or resulting in
     any  manner  from  the  foreclosure  by  Prentiss  Properties   Acquisition
     Partners,  L.P.  ("Prentiss")  of the deed of trust secured by the Building
     and Site held by Prentiss, as  successor-in-interest  to Teachers Insurance
     and Annuity Association of America, as beneficiary,  or, alternatively,  by
     the  delivery by Landlord to Prentiss of a deed in lieu of  foreclosure  of
     said  deed of trust  (such  foreclosure  or  delivery  of a deed in lieu of
     foreclosure being referred to herein as a "Prentiss Transfer"),  so long as
     any Prentiss Transfer is consummated on or before December 31, 1998.

     (v)  Notwithstanding  any provision of this  Subparagraph 6(a) expressed or
implied to the  contrary,  "real  property  taxes" shall not include  Landlord's
federal or state income, franchise, inheritance or estate taxes.

     (vi) If,  during  the  Original  Term,  any  transfer  of the  Building  is
consummated  by  Landlord,  and as a direct  result  thereof,  the  Building  is
reassessed  for  real  estate  tax  purposes  by  the  appropriate  governmental
authority  pursuant to the terms of  Proposition 13 (the  "Reassessment"),  real
property  taxes  shall not  include  any  portion of the  Reassessment  Increase
(defined  below).  For purposes of this Paragraph  6(a)(vi) but without limiting
the  exclusions to Operating  Expenses set forth above,  the term  "Reassessment
Increase"  shall  mean  that  portion  of real  property  taxes,  as  calculated
immediately  following  the  Reassessment,  which  is  attributable  solely  and
directly to the Reassessment.  Accordingly,  but without limiting the exclusions
to Operating  Expenses set forth above, the term  "Reassessment  Increase" shall
not  include any  portion of real  property  taxes,  as  calculated  immediately
following the  Reassessment,  which (i) is attributable to the assessment of the
Building prior to the transfer in question or (ii) is attributable to any tenant
improvements  or other  construction in the Building or (iii) is attributable to
the annual inflationary increase of real property taxes which is, as of the date
of this Lease,  two percent  (2.0%),  or (iv) is  attributable to any adjustment
pursuant to Proposition 8.

     (b)  Procedure.  Prior to the  expiration of the Base Year and prior to the
expiration of each succeeding calendar year (or as soon thereafter as reasonably
practical),  Landlord  shall deliver to Tenant an estimate (the  "Estimate")  of
Operating Expenses for the immediately  succeeding  calendar year, the amount by
which such estimated  Operating  Expenses  exceeds Base Operating  Expenses (the
"Excess")  and,  thereafter  during the  calendar  year to which  such  Estimate
applies,  Tenant  shall pay to Landlord  Tenant's  Percentage  of the  estimated
Excess,  in twelve (12) equal  installments as and when Annual Basic Rent is due
hereunder. By the first day of March of each succeeding calendar year during the
term of this Lease,  or as soon  thereafter  as reasonably  practical,  Landlord
shall deliver to Tenant a statement ("Actual  Statement") wherein Landlord shall
certify  the  actual  Operating  Expenses  and actual  Excess for the  preceding
calendar year, in reasonable  detail.  If the Actual Statement reveals a greater
actual Excess than was estimated by Landlord in the applicable Estimate and paid
by Tenant as provided above,  then within thirty (30) days after delivery of the
Actual  Statement  by Landlord,  but without  waiving  Tenant's  Audit Right (as
defined in  Subparagraph  6(c)),  Tenant  shall pay a lump sum equal to Tenant's
Percentage   of  said  total  actual  Excess  less  the  total  of  the  monthly
installments of Excess which were paid by Tenant in the previous  calendar year.
If in any calendar year,  Tenant's  Percentage of the actual Excess is less than
the

                                       10


<PAGE>


amount  actually  paid by Tenant  pursuant  to this  Paragraph  6(b)  during the
preceding  calendar year, then upon receipt of Landlord's Actual Statement,  the
amount  of  such   overpayment   made  by  Tenant   shall  be  credited   toward
installment(s)  of rent next falling due or Landlord may issue a check to Tenant
for such  amount,  or, if this Lease has been  terminated,  such amount shall be
credited  against any amount which Tenant owes  Landlord  pursuant to this Lease
and, to the extent all amounts which Tenant owes Landlord pursuant to this Lease
have been paid,  Landlord shall promptly pay such amount to Tenant. Any delay or
failure by Landlord in  delivering  any estimate or  statement  pursuant to this
Paragraph  shall not  constitute a waiver of its right to require an increase in
rent nor shall it relieve  Landlord  or Tenant of their  respective  obligations
pursuant to this  Paragraph,  except that Tenant  shall not be obligated to make
any payments  based on such  estimate or statement  until thirty (30) days after
receipt of such estimate or statement.

     (c)  Audit

          (i) Provided  that Tenant is not in default  under the Lease as of the
     date of Tenant's  exercise of its Audit  Right,  within one hundred  eighty
     (180) days after receipt of an Actual Statement  ("Audit  Period"),  Tenant
     shall have the right  ("Audit  Right") to cause a  recognized  regional  or
     national accounting firm ("CPA") to inspect, examine and audit (at Tenant's
     expense,  except as set forth  below)  those  books and records of Landlord
     relating to the  determination of Operating  Expenses for the calendar year
     for which such Actual Statement was prepared. It is expressly  acknowledged
     that such audit may not be conducted  by a person or entity  engaged in the
     business of auditing building owners' books and records on a contingent fee
     basis.  Except as otherwise  provided in this Subparagraph  6(c), the audit
     shall be limited to the  determination  of the proper  amount of  Operating
     Expenses payable by Tenant for the subject calendar year.

          (ii) If the audit discloses that the amount of Excess billed to Tenant
     was  incorrect,  the  appropriate  party  shall,  within  thirty  (30) days
     following  the  date of such  determination,  pay to the  other  party  the
     deficiency or overpayment, as applicable.

          (iii)  Additionally,  if and to the extent that, by virtue of Tenant's
     exercise of the Audit Right and the subsequent audit as described herein of
     an  Actual  Statement,  it  is  determined  that  Landlord's  inclusion  or
     calculation  of any  line  item of  Operating  Expenses  is in  error  (and
     provided  that such error  resulted  in an  improper  overcharge  to Tenant
     hereunder of at least $1,000.00),  Tenant shall have the right to require a
     similar audit of Landlord's books and records for the immediately preceding
     two (2)  -calendar  years with  respect  only to the item of  inclusion  or
     calculation  which was  determined  to be in error as a result of  Tenant's
     exercise of the Audit  Right.  Tenant may  exercise  the right to so review
     such portion of the immediately preceding two (2) years' Operating Expenses
     by written  notice to  Landlord  delivered  within ten (10)  business  days
     following  determination  and  notice to  Tenant of the error in  inclusion
     and/or  computation  giving rise to Tenant's  right to so examine  previous
     years' books and records.

          (iv)  Tenant  shall keep any  information  gained  from any such audit
     confidential  and shall not disclose,  or allow the disclosure of, any such
     information  to any other party except where Tenant is legally  required to
     do so (or in the case of litigation or where such disclosure occurs as part
     of litigation between Landlord and Tenant).

          (v) The exercise by Tenant of the Audit Right shall not relieve Tenant
     of its  obligation  to pay,  prior to the  request  for an  inspection  and
     examination  of Landlord's  books and records.  or any audit,  all sums due
     hereunder, including, without limitation, any disputed Operating Expenses.

          (vi)  Failure of Tenant to notify  Landlord  in  writing  of  Tenant's
     decision to exercise

                                       11


<PAGE>


     the Audit Right within one hundred  eighty (1 80) days after  receipt of an
     Actual  Statement  shall be deemed an  irrevocable  waiver by Tenant of the
     Audit  Right as it  regards  that  Actual  Statement;  notwithstanding  the
     foregoing, Tenant's failure to exercise the Audit Right with respect to the
     Base Year within one hundred  eighty (180) days after receipt of any Actual
     Statement  with respect to the Base Year shall not be construed as a waiver
     of the Audit  Right with  respect to the Base Year,  it being  acknowledged
     that  Tenant may  exercise  the Audit  Right with  respect to the Base Year
     concurrently  with Tenant's initial  exercise of the Audit Right,  however,
     Tenant may only  exercise  the Audit Right with respect to the Base Year on
     one (1) occasion.

          (vii) No prior waiver or waivers of the Audit Right shall be deemed to
     constitute  a waiver of the Audit Right as it shall  regard  future  Actual
     Statements,  or amendments to prior Actual Statements.  Landlord shall bear
     all the costs  associated  with the Audit  Right if it is  determined  that
     Landlord's  inclusion or calculation of any line item of Operating Expenses
     is in error and provided that such error results in the improper overcharge
     to Tenant  hereunder of at least $2,000;  otherwise,  Tenant shall bear all
     the costs associated therewith.  If such audit demonstrates that Tenant has
     overpaid Operating  Expenses,  then the amount of such overpayment shall be
     credited  or  paid  to  Tenant  in  accordance   with  the   provisions  of
     Subparagraph  6(b) above  regarding  overpayment of Tenant's  Percentage of
     actual Excess.

          (viii) Nothing  contained in this Paragraph 6(c) shall be construed or
     interpreted to prevent Tenant from making informal, good faith inquiries of
     the Building's  management office,  from time to time,  regarding budgetary
     issues,  then-current  projections  regarding  Operating Expenses and other
     similar  matters,   and  Landlord  agrees  to  use  reasonable  efforts  to
     accommodate   Tenant's  periodic  questions  and  requests  for  additional
     information regarding the same.

     (d)  Determination  Following  Lease  Expiration.  Even though the Term has
expired and Tenant has vacated the  Premises,  when the final  determination  is
made of Tenant's  Percentage  of  Operating  Expenses for the year in which this
Lease  terminates,  Tenant  shall  immediately  pay any  increase  due  over the
estimated  expenses paid and  conversely any  overpayment  made in said expenses
shall be immediately rebated by Landlord to Tenant.

     7. Security Deposit. There shall be no security deposit.

     8. Use. Tenant shall use the Premises for general office purposes and other
purposes reasonably  incident thereto,  and shall not use or permit the Premises
to be used for any other purpose  without the prior written  consent of Landlord
which shall not be unreasonably withheld,  conditioned or delayed.  Tenant shall
not use or occupy the Premises in violation of any law, and shall, upon five (5)
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
any law.  Tenant shall comply 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 occupation  thereof (provided that
the foregoing  shall not be construed as a waiver of Tenant's  right, if any, to
contest  the same by  appropriate  proceedings).  Tenant  shall not do or permit
anything to be done in the Premises  which will in any way obstruct or interfere
with the rights of other tenants or occupants of the  Building,  or injure them,
or use or allow the  Premises  to be used for any  unlawful  purpose,  nor shall
Tenant  cause,  maintain or permit any  nuisance  in, on or about the  Premises.
Tenant  shall not  commit or  suffer  to be  committed  any waste in or upon the
Premises and shall keep the Premises in first class repair and appearance.


                                       12



<PAGE>


     9.  Holding  Over.  If Tenant  holds over after the  expiration  or earlier
termination of the Original Term, First Extension Term or Second Extension Term,
as applicable,  without the express  written  consent of Landlord,  Tenant shall
become a tenant  at  sufferance  only,  at a rental  rate  equal to one  hundred
percent (100%) of the Annual Basic Rent rate which is applicable to the Premises
immediately  preceding  the date of such  expiration  (subject to  adjustment as
provided in Paragraph 6 hereof and  ,prorated on a daily  basis),  and otherwise
subject to the terms,  covenants  and  conditions  herein  specified,  so far as
applicable.  Notwithstanding  the foregoing,  if such holding over continues for
more than sixty (60) days,  effective  as of the  sixty-first  (61st)  day,  the
rental  rate  payable  during  such  hold over  shall  increase  to one  hundred
twenty-five  percent  (125%) of the  Annual  Basic Rent  payable  for the period
immediately preceding such holding over plus applicable Operating Expenses.  The
acceptance  by Landlord  of rent after such  expiration  or earlier  termination
shall not constitute a holdover hereunder or result in a renewal.  The foregoing
provisions of this  Paragraph 9 are in addition to and do not affect  Landlord's
right of  re-enter  , y or any  rights of  Landlord  hereunder  or as  otherwise
provided by law. If Tenant fails to surrender the Premises  upon the  expiration
of this Lease despite  demand to do so by Landlord,  Tenant shall  indemnify and
hold Landlord harmless from all loss or liability, including without limitation,
any claim  made by any  succeeding  tenant  founded  on or  resulting  from such
failure to surrender.

     10. Taxes on Tenant's Property.

     (a) Generally.  Tenant shall be liable for, and shall pay at least ten (10)
days before  delinquency,  taxes levied  against any personal  property or trade
fixtures  placed  by  Tenant  in or about  the  Premises.  If any such  taxes on
Tenant's  personal  property or trade  fixtures are levied  against  Landlord or
Landlord's property or if the assessed value of the Premises is increased by the
inclusion  therein  of a value  placed  upon  such  personal  property  or trade
fixtures of Tenant and if Landlord,  after  written  notice to Tenant,  pays the
taxes based upon such increased assessments, which Landlord shall have the right
to do  regardless  of the validity  thereof,  but only under  proper  protest if
requested by Tenant,  Tenant shall  promptly  following  written demand repay to
Landlord the taxes levied  against  Landlord,  or the  proportion  of such taxes
resulting from such increase in the assessment; provided that in any such event,
at Tenant's sole cost and expense,  Tenant shall have the right,  in the name of
Landlord and with  Landlord's  full  cooperation,  to bring suit in any court of
competent  jurisdiction  to  recover  the amount of any such taxes so paid under
protest, any amount so recovered to belong to Tenant.

     (b) Taxes on  Improvements.  If the improvements in the Premises made after
the Commencement  Date,  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  leasehold  improvements  in other space in the Building are
assessed,  then the real property taxes and assessments  levied against Landlord
or the property 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  10(a) above.  If the records of the County Assessor
are  available  and  sufficiently  detailed to serve as a basis for  determining
whether said  improvements  are assessed at a higher  valuation than  Landlord's
other  improvements,  such records shall be binding on both Landlord and Tenant.
If the records of the County Assessor are not available or sufficiently detailed
to  serve  as a  basis  for  making  said  determination,  the  actual  cost  of
construction shall be used.


                                       13


<PAGE>


     11. Alterations.

     (a) Tenant's Changes.  Tenant may, at any time and from time to time during
the  term of this  Lease,  at its  sole  cost  and  expense,  make  alterations,
additions,   installations,   substitutions,   improvements   ,and   decorations
(hereinafter  collectively  called "changes" and, as applied to changes provided
for in this  Paragraph,  "Tenant's  Changes") in and to the Premises,  excluding
structural changes, on the following conditions, and providing such changes will
not result in a violation of or require a change in the Certificate of Occupancy
applicable to the Premises.

          (1) The outside appearance, character or use of the Building shall not
     be affected,  and no Tenant's Changes shall weaken or impair the structural
     strength or, in the opinion of Landlord, lessen the value of the Building.

          (2)  No  part  of  the  Building  outside  of the  Premises  shall  be
     physically affected.

          (3)  The  proper  functioning  of any of the  mechanical,  electrical,
     sanitary  and  other  service  systems  or  installations  of the  Building
     ("Service  Facilities")  shall not be adversely affected and there shall be
     no construction which unreasonably or materially interferes with Landlord's
     access to the Service  Facilities or unreasonably or materially  interferes
     with  the  moving  of  Landlord's  equipment  to  or  from  the  enclosures
     containing the Service Facilities.

          (4) In performing  the work  involved in making such  changes,  Tenant
     shall be bound by and observe all of the conditions and covenants contained
     in this Paragraph 11.

          (5)  All  work  shall  be done at such  times  and in such  manner  as
     Landlord from time to time may reasonably designate.

          (6) Tenant  shall not be  permitted  to install and make a part of the
     Premises any  materials,  fixtures or articles  which are subject to liens,
     conditional sales contracts or chattel mortgages.

     (b) Procedure.  Before  proceeding with any change (exclusive of changes to
items constituting Tenant's personal property),  Tenant shall submit to Landlord
mechanical,  electrical and plumbing drawings and specifications for the work to
be done,  which Tenant shall have prepared or caused to have been prepared using
consultants  selected by Tenant and  approved in writing in advance by Landlord.
Tenant shall include with such  submission  an estimate in reasonable  detail of
the aggregate  cost of such proposed  change.  Landlord  shall have the right to
review all of Tenant's  proposed  changes in this manner  regardless  of whether
Landlord's approval of the changes, as provided hereinbelow, shall ultimately be
required in order to determine whether the proposed changes shall cost 'm excess
of the Alterations Ceiling, as defined herein below. No mechanical or structural
work, except for the moving of flexible ducts or diffusers, shall be done on the
Premises without Landlord's prior written approval,  which approval shall not be
unreasonably  withheld,  conditioned  or  delayed.  Approval  by Landlord of any
change requiring  Landlord's approval may be conditioned upon Tenant's agreement
to remove,  at Landlord's  option,  the proposed changes at the end of the Term.
Landlord's  prior written  approval  shall also be required for all changes that
Landlord, in its reasonable discretion,  shall determine shall cost in excess of
the Alterations Ceiling ("Alterations  Ceiling"),  which is hereby defined to be
five thousand  dollars  ($5,000.00) for changes  involving,  electrical work and
fifty thousand dollars  ($50,000.00) for all other changes.  These amounts shall
be adjusted every five (5) years for inflation by the percentage increase in the
U.S. Department of Labor's Consumer Price Index, San Francisco-Oakland-San  Jose
area

                                       14



<PAGE>


(all items)--all  Urban  Consumers(1982-1984=100)  from the  Commencement  Date.
Landlord  shall have ten (10) business days from the date on which the plans and
specifications  for such changes  (including  Tenant's estimate of the aggregate
cost  of such  changes)  are  delivered  by  Tenant  to  Landlord  in  which  to
determine-whether  or not the proposed  changes exceed the Alterations  Ceiling,
and, if so, to deliver  Tenant  written notice  approving or  disapproving  such
changes,  which approval  shall not be  unreasonably  ,withheld,  conditioned or
delayed.  If Landlord  fails to deliver  such  notice to Tenant  within ten (10)
business day period,  Tenant  shall have the right to submit a second  notice to
Landlord,  specifying,  in bold face  print at the top of the  notice and on the
envelope  containing such notice, the following:  "NOTE: SECOND NOTICE DELIVERED
PURSUANT TO THE PROVISIONS OF  SUBPARAGRAPH  11(b) OF LEASE - FAILURE TO RESPOND
WITHIN  FIVE (5)  BUSINESS  DAYS WELL  RESULT IN DEEM[ED  APPROVAL  OF  PROPOSED
ALTERATIONS".  If,  within five (5)  business  days  following  delivery of such
second (2nd)  notice,  Landlord  fails to deliver to Tenant notice as to whether
the Tenant's Changes exceed the Alterations Ceiling and, if so, to notify Tenant
of Landlord's  approval or disapproval of such Tenant's Changes,  Landlord shall
be deemed to have approved such changes.  If Landlord shall disapprove of any of
Tenant's  plans,  Tenant  shall be advised of the reasons for this  disapproval.
Tenant  shall use  contractors  of its own  choosing to make  Tenant's  Changes;
provided that Tenant shall choose those  contractors  which shall be approved in
advance in writing by Landlord,  which approval  Landlord will not  unreasonably
withhold,  condition or delay. If the Tenant's  Changes shall not cost in excess
of fifty thousand dollars  ($50,000.00),  as adjusted for inflation as set forth
above,  Tenant  shall not be liable to  Landlord  for any of the costs  Landlord
shall have  incurred in reviewing  the  proposed  Tenant's  Changes;  but if the
Tenant's Changes shall cost in excess of fifty thousand dollars ($50,000.00), as
adjusted for inflation as set forth above, Tenant shall pay Landlord, considered
as  additional  rent  only for  enforcement  rights  under  this  Lease,  all of
Landlord's reasonable  out-of-pocket costs incurred in reviewing and supervising
the  construction  of the proposed  changes,  which  payment shall be due within
thirty (30) days of Landlord's (or Landlord's  consultants')  delivery to Tenant
of an invoice therefor setting forth Landlord's costs in reasonable detail.

     (c)  Compliance  with  Laws;  Insurance.   All  Tenant's  Changes  and  the
performance thereof shall at all times comply with (i) all laws, rules,  orders,
ordinances,   directions,  regulations  and  requirements  of  all  governmental
authorities,   agencies,  offices,   departments,   bureaus  and  boards  having
jurisdiction  thereof,  (ii) all  rules,  orders,  directions,  regulations  and
requirements of the Pacific Fire Rating Bureau, or of any similar insurance body
or bodies,  and (iii) all  reasonable  rules and  regulations  of Landlord,  and
Tenant shall cause Tenant's Changes to be performed in compliance  therewith and
in good and first class  workmanlike  manner,  using  materials and equipment at
least equal in quality and class to the original  installations of the Building.
Tenant's  Changes  shall be  performed  in such  manner  as not to  unreasonably
interfere  with the occupancy of any other tenant in the Building nor delay,  or
impose any  additional  expense upon  Landlord in the  then-current  projects of
construction,   maintenance  or  operation  of  the  Building.   Throughout  the
performance of Tenant's Changes,  Tenant, at its expense,  shall carry, or cause
to be carried,  worker's compensation insurance in statutory limits, and general
liability  insurance  for any  occurrence  in or about  the  Building,  of which
Landlord  and its  managing  agent  shall be named as parties  insured,  in such
limits  as  Landlord  may  reasonably   prescribe,   with  insurers   reasonably
satisfactory  to  Landlord.   Tenant  shall  furnish  Landlord  with  reasonably
satisfactory  evidence  that  such  insurance  is in  effect  at or  before  the
commencement  of  Tenant's  Changes  and, on request,  at  reasonable  intervals
thereafter during the continuance of Tenant's Changes.

     (d) Ownership).  All  alterations,  decorations,  additions or improvements
upon  the  Premises  made by  either  party,  including  (without  limiting  the
generality of the foregoing) all wall  covering,  paneling and the like,  shall,
unless  Landlord  elects  otherwise,  become the  property  of  Landlord  at the
expiration  of the Term,  and shall remain  upon,  and be  surrendered  with the
Premises, as a part thereof, at

                                       15



<PAGE>


the end of the Term  hereof,  except  that  Landlord  may by  written  notice to
Tenant,  given  prior to Tenant's  performance  of such work (to the extent that
Landlord has knowledge of the  anticipated  performance  of such work),  require
that Tenant,  on or before the  expiration  or sooner  termination  of the Term,
remove all partitions,  counters, railings and the like installed by Tenant, and
that Tenant  repair any damage to the Premises  arising from such removal or, at
Landlord's  option,  Tenant shall pay to the  Landlord,  'Landlord's  reasonable
costs of such removal and repair,  subject to the  provisions of this  Paragraph
11. Notwithstanding the foregoing, Tenant shall have the right to remove any and
all built-in cabinet work, computer flooring,  and any equipment relating to air
conditioning and fire protection, computer related motor generators, and UPS and
other  communication  systems that Tenant  shall have  installed in the Premises
("Specialty  Items");  provided  that  Tenant  shall  repair  any  damage to the
Premises  arising from the removal of the Specialty  Items. If Tenant shall fail
to repair the Premises to Landlord's  reasonable  satisfaction,  Landlord  shall
have the right to repair the  Premises  itself.  Tenant shall bear all the costs
associated with its removal of the Specialty Items from the Premises,  including
the cost of repairing the Premises  thereafter,  regardless of whether Tenant or
Landlord shall have caused the repairs to be made.

     (e) Tenant's  Property.  All articles of personal property and all business
and trade fixtures,  machinery and equipment,  furniture and movable  partitions
owned by Tenant or installed  by Tenant at its expense in the Premises  shall be
and  remain  the  property  of Tenant  and may be  removed by Tenant at any time
during the Term  provided  that Tenant  shall  repair any damage  caused by such
removal.  If Tenant  shall fail to remove all of its effects  from the  Premises
upon  termination of this Lease for any cause  whatsoever,  Landlord may, at its
option  after  giving  notice to  Tenant,  remove  the same in any  manner  that
Landlord shall choose,  and store said effects  without  liability to Tenant for
loss thereof, and Tenant agrees to pay Landlord upon demand any and all expenses
incurred in such removal,  including court costs and attorneys' fees and storage
charges  on such  effects  for any  length  of time  that the  same  shall be in
Landlord's  possession,  or Landlord may, at its option,  after giving notice to
Tenant, sell said effects, or any of the same, at private sale and without legal
process,  for such price as Landlord  may obtain and apply the  proceeds of such
sale upon any amounts due under this Lease from Tenant to Landlord  and upon the
expense incident to the removal and sale of said effects.

     (f) Building Changes. Landlord reserves the right at any time and from time
to time without the same constituting an actual or constructive eviction to make
such changes, alterations,  additions,  improvements, repairs or replacements in
or to the  Building  (including  the Premises if required so to do by any law or
regulation)  and the fixtures  and  equipment  thereof,  as well as in or to the
street entrances,  halls,  passages and stairways thereof,  as Landlord may deem
necessary or desirable;  provided,  however,  that  Landlord  shall not make any
changes, alterations,  additions, improvements or replacements ' that materially
and  adversely  alter the  appearance  or  operation  of the  Building.  Nothing
contained 'm this  Paragraph  11 shall be deemed to relieve  Tenant of any duty,
obligation or liability of Tenant with respect to making any repair, replacement
or improvement or complying with any law, order or requirement of any government
or other authority and nothing contained in this Paragraph 11 shall be deemed or
construed to impose upon Landlord any  obligation,  responsibility  or liability
whatsoever,  for the care,  supervision  or repair of the  Building  or any part
thereof other than as otherwise provided in this Lease.

     12. Repairs.

     (a) Tenant's Responsibility.  Tenant shall, when and if needed and whenever
reasonably  requested  by Landlord to do so, at Tenant's  sole cost and expense,
maintain and make all repairs to the Premises and every part  thereof,  to keep,
maintain  and  preserve  the  Premises  in first  class  condition  and  repair,
excepting ordinary wear and tear,  condemnation and damage due to casualty,  the
repair of which is expressly the responsibility of Landlord hereunder.  Any such
maintenance and repairs shall be

                                       16



<PAGE>


performed by  contractors  selected by Tenant and approved in advance in writing
by Landlord  (such  approval not to be  unreasonably  withheld,  conditioned  or
delayed,  provided  that the parties  agree that,  without  limiting the grounds
which might be "reasonable" for disapproving a proposed contractor, Landlord may
disapprove any contractor who is not  union-affiliated and whose presence in the
Building might,  in Landlord's  reasonable  determination,  give rise to a labor
dispute,  threatened strike, walk-out or ,similar action). Tenant shall upon the
expiration or sooner  termination of the Term surrender the Premises to Landlord
in the same condition as when received, ordinary wear and tear, condemnation and
damage due to casualty  excepted and except for all Tenant's  Changes other than
those which  Landlord has  required  Tenant to remove  pursuant to  Subparagraph
1l(d) above.

     (b) Landlord's  Responsibility.  Anything  contained in Subparagraph  12(a)
above to the contrary  notwithstanding,  Landlord  shall repair and maintain all
portions of the Building  other than space leased to tenants  including  but not
limited  to the  Common  Areas,  exterior  and the  structural  portions  of the
Building, exterior walls, foundations,  floors, roof, roof membrane and exterior
windows  as  well  as  plumbing,  heating,  ventilating,  air  conditioning  and
electrical  systems installed or furnished by Landlord in first-class  condition
and repair,  unless such  maintenance and repairs are caused in part or in whole
by the act,  neglect,  fault of or omission  of any duty by Tenant,  its agents,
servants,  employees or invitees, in which case Tenant shall pay to Landlord, as
additional rent, the reasonable cost of such  maintenance and repairs.  Landlord
shall not be liable for any failure to make any such repairs,  or to perform any
maintenance  unless  Landlord  fails to commence  such cure within ten (10) days
after  written  notice of the need of such  repairs or  maintenance  is given to
Landlord by Tenant and  thereafter  diligently  completes  such cure.  Except as
otherwise  provided in this Lease,  there shall be no  abatement  of rent and no
liability of Landlord by reason of any injury to or  interference  with Tenant's
business arising from the making of any repairs,  alterations or improvements in
or to  any  portion  of  the  Building  or the  Premises  or in or to  fixtures,
appurtenances and equipment therein.  Tenant waives the right to make repairs at
Landlord's  expense  under any law,  statute or  ordinance  now or  hereafter in
effect.

     (c) Non-Base Building Facilities.  Notwithstanding anything to the contrary
contained in  Subparagraphs  12(a) and 12(b) hereof,  Tenant shall  maintain and
repair at its sole cost and expense,  and with maintenance  contractors approved
by Landlord,  all non-base building  facilities,  including  executive lavatory,
shower and toilet  facilities,  wet bars and kitchen  facilities,  including all
plumbing  connected  to said  facilities  or systems  installed  by Tenant or on
behalf  of  Tenant  or  existing  in the  Premises  at the time of  delivery  of
possession  of the  Premises  to  Tenant by  Landlord.  The  provisions  of this
paragraph  shall not apply to the basic heating,  plumbing and air  conditioning
system provided by Landlord to all tenants of the Building.

     13. Liens.  Tenant shall not permit any mechanic's,  materialmen's or other
liens to be filed  against  the Site or any  portion of the Site nor against the
Tenant's  leasehold  interest in the Premises.  Tenant covenants and agrees that
any mechanic's  lien filed against the Premises or against the Building for work
claimed to have been done for, or  materials  claimed to have been  furnished to
Tenant,  will be discharged by Tenant, by bond or otherwise,  within twenty (20)
days after the filing thereof, at the cost and expense of Tenant. Landlord shall
have the right at all  reasonable  times to post and keep posted on the Premises
any notices which it deems necessary for protection from such liens. If any such
lien is not  discharged  or bonded by Tenant  within  twenty (20) days after any
such lien is filed,  Landlord may, without waiving its rights and remedies based
on  such  breach  of  Tenant  and  without  releasing  Tenant  from  any  of its
obligations,  cause such liens to be released by any means it shall deem proper,
including  payment in satisfaction of the claim giving rise to such lien. Tenant
shall pay to Landlord within thirty (30) days following  notice by Landlord,  as
additional  rent,  any sum paid by Landlord to remove such liens,  together with
interest at the Interest Rate from the date of such payment by Landlord.

                                       17



<PAGE>


     14.  Entry by  Landlord.  Subject to  Landlord's  agreement to minimize any
disturbance of Tenant's use of the Premises by exercise of the following rights,
Landlord reserves and shall at any and all times have the right (upon reasonable
advance  notice  [which may be  telephonic]  except in the case of emergency) to
enter the Premises to inspect the same, to supply janitor  service and any other
service to be ,provided by Landlord to Tenant hereunder, to submit said Premises
to  prospective  purchasers or tenants  during the final eighteen (18) months of
the Term  (accompanied,  in such event, by a representative of Tenant,  provided
Tenant in good faith uses reasonable efforts to cooperate with the scheduling of
any such entry),  to post  notices of  nonresponsibility,  to alter,  improve or
repair the Building as provided  above,  and without  being deemed guilty of any
eviction of Tenant and,  except as set forth below,  without  abatement of rent,
and may,  in order to carry  out such  purposes,  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.  Tenant hereby waives any claim for damages
for any  inconvenience to or interference  with Tenant's  business,  any loss of
occupancy  (other  than in the case of the loss of use of a material  portion of
the Premises  (i.e.,  2,000 Rentable Square Feet or more) for a period in excess
of five (5) business days following  notice from Tenant to Landlord of such loss
of use, in which event  Tenant  shall have the  abatement  rights  described  in
Paragraph  15(a) below) 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 other secured areas,
and  Landlord  shall have the means which  Landlord may deem proper to open said
doors in an emergency in order to obtain entry to the Premises, and any entry to
the  Premises  obtained  by  Landlord  in good  faith by any of said  means,  or
otherwise,  shall not under any  circumstances  be  construed  or deemed to be a
forcible or unlawful entry into, or a detainer of, the Premises,  or an eviction
of Tenant from the Premises or any portion  thereof,  and any damages  caused on
account thereof shall be paid by Tenant.  Landlord hereby agrees to use its best
good faith  efforts in the  exercise of its rights  under this  Paragraph  14 to
minimize any  disturbance  of Tenant's use and possession of the Premises and to
provide as much notice to Tenant as may be reasonably possible prior to any such
exercise of Landlord's rights under this Paragraph 14.

     15. Utilities and Services.

     (a) Generally.  Landlord  agrees to furnish to the Premises during Business
Hours (as defined below)  subject to the  conditions and in accordance  with the
standards set forth in the Rules and Regulations as may be amended in writing by
Landlord  from  time to time  during  the  Term and  delivered  to  Tenant,  and
otherwise in a level  comparable to the services  provided in other  first-class
office  buildings in the  Comparison  Area,  reasonable  quantities  of electric
current for normal lighting and fractional horsepower office machines, water for
lavatory and drinking purposes, heat and air conditioning required in Landlord's
reasonable  judgment for the  comfortable  use and  occupation  of the Premises,
janitorial  service in accordance  with the  specifications  attached  hereto as
Exhibit C, and elevator  service by nonattended  automatic  elevators.  Landlord
shall not be liable for,  and Tenant  shall not be entitled to any  abatement or
reduction  of rent  by  reason  of  Landlord's  failure  to  furnish  any of the
foregoing when such failure is caused by accident,  breakage,  repairs, strikes,
lockouts or other labor disturbances or labor disputes of any character,  except
as set forth  below.  Notwithstanding  the  foregoing  to the  contrary,  if (i)
Landlord  ceases to furnish any service in the Building to Tenant in a period in
excess of five (5) consecutive  business days after Tenant notifies  Landlord of
such cessation (the "Interruption Notice");  -(ii) such cessation does not arise
as a result of an act or omission  of Tenant,  Tenant's  assignees,  sublessees,
employees,  agents or  representatives;  (iii) such cessation is not caused by a
fire or other  casualty  (in which  case,  Article 19 shall  control);  (iv) the
restoration  of such service is reasonably  within the control of Landlord;  and
(v) as a result of such  cessation,  the Premises or a material  portion  (i.e.,
2,000 Rentable

                                       18



<PAGE>


Square Feet or more) thereof, is rendered  untenantable  (meaning that Tenant is
unable to use the Premise in the normal course of its  business) and Tenant,  in
fact,  ceases to use the Premises,  or a material  portion thereof (i.e.,  2,000
Rentable  Square  Feet or more),  then  Tenant  shall be  entitled to receive an
abatement of Annual Basic Rent payable  hereunder during the period beginning on
the sixth (6th) consecutive business day of such cessation and ending on the day
when the service in question has been restored.  If ,the entire Premises has not
been rendered  untenantable by the cessation in service, the amount of abatement
that Tenant is entitled to receive shall be prorated  based upon the  percentage
of the  Premises  so  rendered  untenantable  and not used by Tenant.  If Tenant
requires or utilizes more water or electric power than is considered  reasonable
or normal by  Landlord,  Landlord  may at its option  require  Tenant to pay, as
additional  rent, the cost, as fairly  determined by Landlord,  incurred by such
extraordinary usage. In addition, Landlord may install separate meter(s) for the
Premises,  at Tenant's sole expense, and Tenant thereafter shall pay all charges
of the  utility  providing  service.  Any  incandescent  light bulbs used in the
Premises  shall  be  paid  for by  Tenant;  upon  Tenant's  request,  Landlord's
personnel shall install  incandescent light bulbs or other Building  nonstandard
bulbs in the  Premises;  Tenant  agrees to pay Landlord  within thirty (30) days
after demand Landlord's cost for all such incandescent  light bulbs installed or
other Building  nonstandard  bulbs and the reasonable cost of Landlord's work of
installation with respect thereto.  Business Hours ("Business Hours") are hereby
defined to be Monday through  Friday from 8:00 A.M. to 6:00 P.M.  (excepting New
Year's  Day,  President's  Day,  Memorial  Day,  Independence  Day,  Labor  Day,
Thanksgiving and Christmas).

     (b)  After-Hours  HVAC.  Landlord shall furnish  heating,  ventilation  and
air-conditioning  ("HVAC")  during  non-Business  Hours;  provided that Tenant's
written  notice  requesting  such service shall have been  delivered to Landlord
before noon on the business day when such service is required for that  evening,
and by noon of the  preceding  business  day when such  service is required on a
Saturday,  Sunday or holiday.  Landlord's  prevailing  charge for supplying such
additional  service  shall be paid by  Tenant  which  shall be  Landlord's  then
standard  charge for providing  such  services  including,  without  limitation,
reasonable administrative and maintenance costs associated with such after-hours
use;  provided that such charge will not exceed the charges for similar services
generally applied by owners of first-class buildings within the Comparison Area.
Landlord's  charges  shall  distinguish  between the  provision of such services
thereof when the chiller  shall be on and when it shall be off.  Landlord  shall
bill Tenant on or before the last day of the month  following the month in which
such charges are incurred, and shall submit with its invoice a tabulation of the
hours and the dates on which the overtime HVAC was  furnished.  Tenant shall pay
Landlord these charges,  as additional rent, within thirty (30) calendar days of
receipt of the invoice  therefor and such other data  supporting  the charges as
Tenant may reasonably request. If Landlord shall not have billed Tenant for HVAC
charges incurred during  non-Business Hours within four (4) months after the end
of the Lease year in which Landlord  claims the charges were incurred,  Landlord
shall be conclusively presumed to have waived such charges.

     (c)  Standards.  Except for day porter  services  provided  by Tenant,  all
cleaning and  janitorial  services  for the  Building and the Premises  shall be
provided  exclusively  through  Landlord in  accordance  with Exhibit C attached
hereto.  In addition,  Landlord shall regularly inspect and maintain the cooling
tower  following  the  current  practices  of the  American  Society of Heating,
Refrigeration and Air-conditioning  Engineers. Tenant shall use its best efforts
to agree upon and  coordinate  with Landlord a plan whereby  Secured  Areas,  as
defined below, may be cleaned to the satisfaction of Landlord on a regular basis
in keeping with the standards for cleaning and janitorial services that shall be
provided throughout the rest of the Premises and the Building.

                                       19



<PAGE>


     16. Indemnification.

     (a)  Indemnity  by Tenant.  To the fullest  extent  permitted  by law,  but
subject to the  provisions  of Paragraph  18(f) below, Tenant  shall  indemnify,
defend, protect and hold harmless Landlord from and ,against any and all claims,
liabilities, losses, damages, costs and expenses (including, without limitation,
attorneys' fees and disbursements)  (collectively,  "Claims"),  arising from (i)
Tenant's use of the Premises,  the conduct of Tenant's business or any activity,
work, or thing done,  permitted or suffered by Tenant, its agents,  contractors,
employees or invitees in or about the Premises or the Site; (ii) Tenant's breach
of or default  under  this  Lease,  or (iii) any act,  omission,  negligence  or
willful  misconduct  of Tenant or its agents,  employees or invitees;  provided,
however,  Tenant's obligations under this Subparagraph 16(a) shall not extend to
any  Claims  to the  extent  the same  arise  from or are  caused  by the  acts,
omissions,   negligence  or  willful  misconduct  of  Landlord  or  its  agents,
contractors,   employees  or  invitees.  Tenant,  as  a  material  part  of  the
consideration  to  Landlord,  hereby  assumes  all risk of damage to property or
injury to persons  in,  upon or about the  Premises  from any cause  whatsoever,
except  (subject to the  provisions of Paragraph 18(f) below) to the extent that
the same is caused by the acts, omissions,  negligence or willful misconduct of,
or the  breach of or  default  under  this  Lease by,  Landlord  or its  agents,
contractors, employees or invitees.

     (b)  Indemnity by  Landlord.  To the fullest  extent  permitted by law, but
subject to the provisions of Paragraph  18(f) below,  Landlord shall  indemnify,
defend,  protect  and hold  harmless  Tenant from and against any and all Claims
arising from: (i) the acts or emissions of Landlord or its agents,  contractors,
employees or invitees in connection  with,  or on or about,  the Premises or the
Site, or any activity,  work or things done,  permitted or suffered by Landlord,
its agents,  contractors,  employees or invitees in or about the Premises or the
Site (including,  without  limitation,  any Claims caused by the breaking of the
Building's exterior windows due to defects in materials or workmanship except to
the  extent  any such  Claim is due to the acts or  omissions  of  Tenant or its
agents,  contractors,  employees or invitees);  or (ii) Landlord's  breach of or
default  under this Lease;  or (iii) any act,  omission,  negligence  or willful
misconduct  of Landlord  or its  agents,  contractors,  employees  or  invitees;
provided,  however,  Landlord's  obligations under this Subparagraph 16(b) shall
not  extend to any Claims to the extent the same arise from or are caused by the
acts,  emissions,  negligence  or willful  misconduct  of Tenant or its  agents,
contractors, employees or invitees.

     (c) Survival.  The respective obligations of Landlord and Tenant under this
Paragraph 16 shall survive the  expiration or earlier  termination of this Lease
with respect to Claims  occurring or arising on or before the date of expiration
or termination.

     17.  Damage to  Tenant's  Property.  Landlord  or its  agents  shall not be
liable- for any damage to property  entrusted to employees of the Building,  nor
for loss of or damage to any property by theft or otherwise,  nor for any injury
or damage to  persons  or  property  resulting  from  fire,  explosion,  falling
plaster, steam, gas, electricity,  water or rain which may leak from any part of
the Building or from the pipes, appliances or plumbing works therein or from the
roof,  street or  sub-surface or from any other place or resulting from dampness
or any other  patent or latent  cause  whatsoever  except  (and  subject  to the
provisions  of  Subparagraph  18(f)  below)  due to the  negligence  or  willful
misconduct  or  reckless   actions  of  Landlord,   its  employees,   agents  or
contractors.  Landlord or its agents shall not be liable for  interference  with
the light or other incorporeal hereditaments. Tenant shall give prompt notice to
Landlord in case of fire or  accidents  in the Premises or in the Building or of
defects therein or in the fixtures or equipment.

                                       20




<PAGE>


     18. Insurance

     (a) Tenant's Insurance.  Tenant, at its sole cost and expense shall, during
the entire Term hereof, obtain,  maintain and keep in full force and effect, the
following insurance:

          (i) Property insurance including fire,  extended coverage,  vandalism,
     malicious mischief and all risks (excluding  earthquake and flood) coverage
     upon property of every  description and kind owned by Tenant and located in
     the  Building or for which  Tenant is legally  liable or installed by or on
     behalf  of  Tenant  including,  without  limitation,  furniture,  fittings,
     installations,  including tenant improvements and betterments, fixtures and
     any other personal property, in an amount not. less than ninety percent (90
     %) of the full replacement cost thereof. In the event that there shall be a
     dispute  as to the  amount  which  comprises  full  replacement  cost,  the
     decision of Landlord or the mortgagees of Landlord shall be conclusive.

          (ii)  Commercial  General  Liability  Insurance,  coverage  to include
     personal   injury,    bodily   injury,    broad   form   property   damage,
     premises/operations,   owner's  protective  coverage,  blanket  contractual
     liability,  products and completed operations liability and owned/non-owned
     auto liability,  in limits not less than Two Million  Dollars  ($2,000,000)
     inclusive. Tenant's policy shall name Landlord, Landlord's property manager
     and  Landlord's  mortgagees  as  additional  insureds and shall contain the
     following provision:

               "Such  insurance  as  afforded  by this policy for the benefit of
          Landlord   shall  be  primary  as  respects  any  claims,   losses  or
          liabilities  arising  out of the use of  Premises  by the Tenant or by
          Tenant's  operation  and any  insurance  carried by Landlord  shall be
          excess and non-contributing. "

          (iii) So-called "business  interruption"  insurance in such amounts as
     will reimburse Tenant for direct or indirect loss of earnings  attributable
     to all perils  commonly  insured against by prudent tenants or attributable
     to  prevention  of access to the Premises or to the Building as a result of
     such perils.

          (iv) Workers' Compensation insurance as required by applicable law.

          (v) Any other form or forms of  insurance as Tenant or Landlord or the
     mortgagees of Landlord may reasonably require from time to time in form, in
     amounts  and for  insurance  risks  against  which a prudent  tenant  would
     protect itself.

     (b) Policy  Requirements.  All  policies  shall be taken out with  insurers
acceptable to Landlord and in form  satisfactory  from time to time to Landlord.
Tenant  agrees  that  standard  certificates  of  insurance  or, if  required by
Landlord or the mortgagees of Landlord,  certified copies of each such insurance
policy,  will be delivered to Landlord as soon as practicable  after the placing
of the required insurance, but in no event later than ten (10) days after Tenant
takes possession of all or any part of the Premises.  All policies shall contain
an undertaking by the insurers to notify Landlord and the mortgagees of Landlord
in writing not less than ten (10) days prior to any material  change,  reduction
in coverage,  cancellation,  or other termination  thereof.  Notwithstanding the
foregoing,  Tenant shall be deemed to have taken out insurance  sufficient under
this Paragraph 18 if Tenant shall decide to self-insure  with respect to any and
all insurance required hereunder,  subject to the following  conditions:  At all
times that the Tenant  shall  self-insure,  Tenant  shall be  required to have a
consolidated net worth in excess of Five Hundred

                                       21

<PAGE>

Million  Dollars  ($500,000,000)  as shown on Tenant's most recent  quarterly or
annual  financial  statements  computed in accordance  with  generally  accepted
accounting  principles  ("Net  Worth  Floor  Requirement").  Tenant  shall  give
Landlord copies of all of Tenant's  quarterly  reports and annual reports within
thirty  (30)  calendar  days of their  receipt by Tenant to permit  Landlord  to
confirm that Tenant satisfies the Net Worth Floor Requirement. If Landlord shall
ever discover,  by whatever means,  that Tenant shall have failed to satisfy the
Net  Worth  Floor   Requirement   at  any  time  that  Tenant  shall  have  been
self-insured,  Landlord  shall  have the  right by  written  notice to Tenant to
require Tenant, as if Tenant had never had the right to self-insure,  to perform
within ten (10)  calendar  days of receipt  thereof all of the acts  required of
Tenant by this Paragraph 18(b).

     (c)  Delivery  of  Insurance  Proceeds.  In  the  event  of  damage  to  or
destruction of the Building,  if the Premises shall also have been damaged, then
Tenant shall immediately pay to Landlord all of its insurance proceeds ("Related
Insurance  Proceeds"),  if any, relating to all alterations (but not to Tenant's
trade fixtures,  equipment,  furniture or other personal  property of Tenant) in
the Premises. Notwithstanding the above, if such damage is of a nature entitling
Landlord to terminate this Lease, and if Landlord  terminates this Lease, Tenant
shall not be required to pay to Landlord  any portion  ("Tenant's  Portion")  of
Related  Insurance  Proceeds that shall be attributable to the destruction of as
yet unamortized changes which Tenant shall have the burden of proving were built
out  of  Tenant's  own  separate  and  independently   identifiable  funds.  The
amortization  schedule  that shall be used in  determining,  for the purposes of
this Lease,  whether such work shall be "as yet unamortized" is the amortization
schedule  that  Tenant  shall  use in its  financial  books and  records,  which
schedule shall be kept in accord with generally accepted  accounting  principles
consistently  applied;  provided  that in no event  shall  the  schedule  exceed
fifteen (15) years.  If Landlord  terminates  this Lease  pursuant to a right of
termination as provided in Paragraph 19 as the result of damage to the Building,
and if the Premises  shall not have been  damaged,  then Tenant shall deliver to
Landlord,  in accordance with the provisions of this Lease,  the Premises itself
together with all Tenant's  Changes;  provided,  however,  that  Landlord  shall
reimburse  Tenant  for the  amount of the as yet  unamortized  cost of  Tenant's
Changes  that  actually  were paid for by Tenant from its own funds less amounts
recovered  by Tenant under its  insurance  policies  referable to said  Tenant's
Portion,  as to  which  Tenant  shall  use best  efforts  to  collect.  Landlord
acknowledges that, under the Prior Lease,  certain  improvements to the Premises
existing as of the Commencement Date may have constituted Tenant's Changes which
were  paid  for by  Tenant  and may not  have  been  fully  amortized  as of the
Commencement  Date.  For the  purposes  of this  Subparagraph  18(c),  any  such
improvements shall also be considered (partially amortized,  based upon the date
of completion of such improvements) Tenant's Changes hereunder.

     (d) Landlord's  Insurance.  Landlord  covenants and agrees that through the
Term it will insure the Building  (excluding  any property with respect to which
Tenant is obligated to insure pursuant to the provisions of  Subparagraph  18(a)
above)  against  damage  by fire and  (only if the same is  required  by a first
mortgagee  and is available at a  commercially  reasonable  cost in light of the
terms of  coverage  and in light of the  deductible)  earthquake  coverage,  and
standard  extended  coverage  perils  and  public  liability  insurance  in such
reasonable  amounts with such  reasonable  deductibles  as would be carried by a
prudent  institutional owner of a similar building in the San Francisco Bay Area
seeking to insure, among other things, coverage of the costs of repairs required
to be  performed  by Landlord  pursuant to Article 19 below.  Landlord  may, but
shall not be obliged to, take out and carry any other form or forms of insurance
as  it or  the  mortgagees  of  Landlord  may  reasonably  determine  advisable.
Notwithstanding  any  contribution by Tenant to the cost of insurance  premiums,
with respect to the Building or any  alterations  of the  Premises,  as provided
herein,  Tenant  acknowledges  that it has no right to receive any proceeds from
any such insurance  policies  carried by Landlord,  although  Landlord shall use
such proceeds in the repair and  reconstruction of the Building and the Premises
unless the provisions of Subparagraph 18(c)

                                       22



<PAGE>


above shall  apply.  Landlord  will not carry  insurance of any kind on Tenant's
furniture  or  furnishings,  or on  any  fixtures,  equipment,  improvements  or
appurtenances of Tenant under this Lease; and Landlord shall not be obligated to
repair any damage  thereto or replace the same except as  otherwise  provided in
Subparagraph 18(c) or in Paragraph 19.

     (e) Compliance with Insurance Guidelines.

          (i)  Tenant  shall  not do or permit to be done  anything  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. To Landlord's  knowledge,  Tenant's use of the Premises as of the
     Commencement  Date is not of a nature  that would  invalidate,  or cause an
     increase in the cost of, Landlord's insurance coverage.  Tenant agrees that
     it will not keep,  use,  sell or offer for sale in or upon the Premises any
     article which may be prohibited by any insurance  policy in force from time
     to time covering the Building.  In the event Tenant's  occupancy or conduct
     of business in or on the Premises, whether or not Landlord has consented to
     the same,  results in any  increase in premiums for the  insurance  carried
     from time to time by Landlord  with respect to the  Building,  Tenant shall
     pay any such  increase in premiums as  additional  rent within  thirty (30)
     days after  being  billed  therefor by  Landlord.  In  determining  whether
     increased  premiums  are a  result  of  Tenant's  use or  occupancy  of the
     Premises,  a schedule  issued by the  organization  computing the insurance
     rate on the Building or the  improvements  within the Premises  showing the
     various components of such rate shall be conclusive evidence of the several
     items and charges  which make up such rate.  Tenant shall  promptly  comply
     with all commercially reasonable requirements of the insurance authority or
     of any insurer now or hereafter in effect relating to the Premises.

          (ii) If any  insurance  policy  carried by  Landlord,  as  provided by
     Subparagraph  18(d)  above,  shall be  canceled  or  cancellation  shall be
     threatened or the coverage  thereunder reduced or threatened to be reduced,
     in any way by reason of the use or  occupation  of the Premises or any part
     thereof in violation of the  Permitted  Use by Tenant or by any assignee or
     sub-tenant  of  Tenant  or by  anyone  permitted  by  Tenant to be upon the
     Premises  and, if Tenant fails to commence to remedy the  condition  giving
     rise to  cancellation,  threatened  cancellation  or  reduction of coverage
     within two (2) business days after notice thereof and diligent complete the
     same;  Landlord  may enter upon the  Premises  and  attempt to remedy  such
     condition  and Tenant shall  forthwith pay the  reasonable  cost thereof to
     Landlord as additional rent. Landlord shall not be liable for any damage or
     injury  caused  to any  property  of Tenant  or of  others  located  in the
     Premises as a result of such  entry.  In the event that  Landlord  shall be
     unable  to remedy  such  condition,  then  Landlord  shall  have all of the
     remedies  provided  for in this  Lease in the event of a default by Tenant.
     Notwithstanding the foregoing provisions of this Subparagraph 18(e)(ii), if
     Tenant  fails to remedy as  aforesaid,  Tenant  shall be in  default of its
     obligations  hereunder and Landlord  shall have no obligation to attempt to
     remedy such default.

     (f) Any other provision of this Lease notwithstanding,  Landlord and Tenant
mutually  release and discharge  each other and waive any rights of  subrogation
accruing  from all claims and  liabilities  in  connection  with property on, or
activities  conducted  in, the  Premises  or in the  Building to the extent such
claims or liability is covered by insurance maintained by Landlord or Tenant, or
is required to be covered by insurance under this Lease.  Each insurance  policy
Landlord or Tenant  maintains  with respect  to-the  Premises or Property  shall
include a waiver of the insured's rights of subrogation against the other party.


                                       23




<PAGE>


     19. Damage or Destruction.

     (a) Generally:  Repair  Obligation and Rental  Abatement.  In the event any
portion of the Premises,  Common Areas of the Building or Building  equipment or
systems serving the Premises  ,(including all improvements  made to the Premises
by Tenant) or the Common Areas  (collectively  the "Damaged  Property") shall be
damaged by fire or other  casualty,  or by any other peril of any kind or nature
insured  against and the Damaged  Property can, in the opinion of the Landlord's
architect,  be repaired  within one hundred and eighty (180)  calendar days from
the date of the damage, and neither party shall have terminated this Lease under
Subparagraph  19(b)  nor  have  the  right  to do  so,  Landlord  shall  proceed
immediately to make such repairs as required by Subparagraph  19(c).  This Lease
shall not terminate,  but Tenant shall be entitled to a proportionate  abatement
of Annual Basic Rent and rental adjustments payable during the period commencing
on the date of the damage and ending on the date the Damaged  Property  shall be
substantially  repaired as  aforesaid  and the  Premises  shall be  delivered to
Tenant.  If Tenant  shall  reoccupy a portion of the Premises for the conduct of
business before the Damaged  Property shall be  substantially  repaired,  Tenant
shall  pay the  Annual  Basic  Rent and  rental  adjustments  allocable  to such
reoccupied portion from the date of Tenant's reoccupancy.  If the Premises would
have been  substantially  repaired but for delay caused by Tenant Delay (defined
below),  Annual Basic Rent and rental adjustments shall be payable from the date
the Premises would have been  substantially  repaired but for such Tenant Delay.
The extent to which  Annual  Basic Rent and rental  adjustments  shall be abated
shall be  determined  by how many of the  Rentable  Square Feet that make up the
Premises shall have been rendered untenantable, unfit or inaccessible for use by
Tenant during this period.  The Annual Basic Rent and rental  adjustments  shall
not be abated if,  through the acts or  omissions  of Tenant,  its  subtenant or
assignee, or its or their partners,  directors,  officers,  employees, agents or
contractors,  the Landlord (or any  mortgagee or  underlying  or ground  lessor)
shall be unable to  collect  all of the  insurance  proceeds  (including  rental
insurance) that would otherwise have been payable on account of the casualty; in
such case, any abatement shall be limited to rental insurance  proceeds actually
received.  When  required  by this  Paragraph  19,  the  opinion  of  Landlord's
architect  shall be delivered to Tenant  within thirty (30) calendar days of the
date of damage.  As used herein,  the term  "Tenant  Delay" shall mean any delay
that  Landlord  may  encounter in the  performance  of  Landlord's  construction
obligations herein solely or primarily because of any act or omission of Tenant,
Tenant's  assignees,   subtenants,   or  their  respective  agents,   employees,
contractors  or  representatives,   including,  without  limitation:  (i)  delay
attributable to the postponement of any such construction work at the request of
Tenant,  or (ii) delay by Tenant in the  submission of information or the giving
of authorization  or approvals  required with respect to any such work, or (iii)
delay  attributable  to the  failure  by Tenant to pay,  when due,  any  amounts
required  to be paid by Tenant  (including  any failure on the part of Tenant to
deliver  Related  Insurance  Proceeds).  No Tenant  Delay shall exist unless and
until Landlord  notifies Tenant of an act or situation which, if uncured,  would
constitute  Tenant Delay,  and Tenant fails to cure such act or situation within
one (1) full business day from the date of Landlord's notice.

     (b) Termination Rights. If (i) in the opinion of the Landlord's  architect,
the  Damaged  Property  cannot be repaired  within one hundred and eighty  (180)
calendar days from the date of the damage,  or (ii) in the opinion of Landlord's
architect,  the cost of repair would  exceed  thirty  percent  (30%) of the full
replacement  cost of the  Building,  either  party may  terminate  this Lease by
written  notice to the other  within sixty (60)  calendar  days from the date on
which the opinion of Landlord's  architect shall be delivered to Tenant.  Annual
Basic  Rent  and  rental  adjustments  shall  be  apportioned  as of the date of
termination  and all prepaid Annual Basic Rent and rental  adjustments  shall be
repaid.


                                       24



<PAGE>


     (c) Repaired Damages.  In the event neither party shall exercise its option
to  terminate  hereunder  or if neither  parry has the right to  terminate  this
Lease,  Landlord  shall,  with due  diligence  after  Landlord's  collection  of
substantially  all  of the  insurance  proceeds  receivable  on  account  of the
casualty (including all Related Insurance  Proceeds),  repair, alter and restore
the Damaged Property as a complete  architectural unit of substantially the same
proportionate usefulness,  design and construction as existed ,immediately prior
to the date of the damage.  In no event shall  Landlord be required to expend on
such  repair,  alteration  or  restoration  amounts  in  excess of the total net
insurance  proceeds  collected  and  retained  by  Landlord  on  account  of the
casualty.

     (d) Tenant's Second  Termination  Right.  Notwithstanding  anything in this
Lease to the  contrary,  if by  operation of this  Paragraph  19 Landlord  shall
undertake but fail to repair and restore the Damaged Property as required by the
provisions  of this  Paragraph  19 and/or  shall fail to deliver the Premises to
Tenant by the,  Termination Date, as defined  hereinbelow,  Tenant may terminate
this Lease by written  notice to Landlord  within thirty (30) days following the
Termination  Date.  In such  event,  this Lease shall  terminate  as of the date
specified  in the  notice;  Annual  Basic Rent and rental  adjustments  shall be
apportioned  as of the date of the damage;  and Landlord shall repay all prepaid
Annual Basic Rent and rental adjustments. The "Termination Date" shall initially
be that date one hundred and eighty (180) calendar days from the date of damage;
provided  that the  Termination  Date shall be postponed for so long as Landlord
shall be delayed in repair and restoration of the Damaged  Property by reason of
Force Majeure (defined below) or Tenant Delay. All references to the Termination
Date shall be to the Termination  Date as it may be postponed from time to time.
As used herein, "Force Majeure" is hereby defined to include embargo, war, fire,
flood,  earthquake,  epidemic  or other  calamity,  act of God or of the  public
enemy,  governmental  act  (including,  but not  restricted  to, any  government
priority,  preference,  requisition,   allocation,  interference,  restraint  or
seizure, or the necessity of complying with any governmental  order,  directive,
ruling or request) or by any strike or labor dispute involving Landlord,  or any
manufacturer,  supplier  or  carrier of the  machinery,  materials  or  supplies
required hereunder or by reason of any act, omission, or circumstance occasioned
by any cause  whatsoever  not  within  the  control  of the  Landlord  and which
Landlord could not, by reasonable diligence,  have avoided, which requirement of
reasonable  diligence  shall not be  construed as requiring  the  settlement  of
strikes or labor  controversies by acceding to the demands of the opposing party
or parties.

     (e) No  Damage  for  Inconvenience.  During  the  course  of any  repair or
restoration  of any portion of the Premises or of the Building  pursuant to this
Paragraph 19, no inconvenience,  loss of business or annoyance arising from such
repair  or  restoration  shall  give  rise to any  claim or right on the part of
Tenant for damages,  compensation, or additional rights to terminate this Lease.
Landlord  shall  exert  reasonable  efforts to make such  repair or  restoration
promptly and in such manner as not to cause any more inconvenience, annoyance or
loss of business  to Tenant than shall be  necessary  to  Landlord's  good faith
efforts to fulfill its obligations under this Paragraph 19.

     (f)  Uninsured  Casualty.  Notwithstanding  the above,  in the event that a
peril against which  Landlord shall have been uninsured (and was not required to
be insured) shall have damaged the Damaged  Property to the point where Landlord
shall determine, in Landlord's sole discretion, the cost to substantially repair
the Damaged  Property  would exceed five  percent (5 %) of the full  replacement
cost of the  Building,  or the repair would take longer than one hundred  eighty
(180) days, then Landlord shall have the right,  at Landlord's sole  discretion,
to terminate  this Lease without being liable to Tenant in any way for any loss,
inconvenience  or  annoyance  that Tenant may thereby  suffer by  delivering  to
Tenant  written  notice of such election with ninety (90) days after the date of
the  damage.  If Landlord  fails to deliver to Tenant  such  notice  within such
ninety (90) day period,  Landlord shall be  conclusively  deemed to have elected
not to terminate  this Lease,  and Landlord  shall proceed to repair and restore
the Damaged

                                       25



<PAGE>



 Property in accordance with this Paragraph 19.

     (g) Waiver. The provisions of California Civil Code ss. 1932, Subsection 2,
and ss. 1933, Subsection 4, are hereby waived by Tenant.

     20. Eminent Domain. 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 for any public or quasipublic  purpose by any lawful power or authority
by exercise of the right of  appropriation,  condensation or eminent domain,  or
sold to prevent such taking, either party shall have the right to terminate this
Lease  effective as of the date possession is required to be surrendered to said
authority  by  delivering  to the other party  written  notice of such  election
within thirty (30) days after the possession  date.  Tenant may assert any claim
against 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 the
conduct of Tenant's business, Landlord shall be entitled to the entire amount of
the award without  deduction  for any estate or interest of Tenant.  Unless this
Lease is terminated as provided above,  Landlord shall then promptly  proceed to
restore the Premises to substantially their same 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.
Nothing  contained  in this  Paragraph  shall be  deemed  to give  Landlord  any
interest  in any award  separately  made to Tenant  for the  taking of  personal
property and trade fixtures  belonging to Tenant or for moving costs incurred by
Tenant in relocating Tenant's business.  Notwithstanding the foregoing, Landlord
shall pay to Tenant  that  portion of any award that  shall be  attributable  to
Tenant Injuries ("Tenant  Injuries"),  which are hereby defined to be (i) moving
expenses of Tenant,  and (ii) the taking of as yet unamortized  Tenant's Changes
which,  Tenant  shall have the burden of proving,  were paid for out of Tenant's
own separate and independently  identifiable funds. However,  Landlord shall not
be  obligated  to make any  payments as provided  herein to Tenant on account of
Tenant Injuries if any of the following  conditions shall not have been met: (i)
the award must  specifically  state that a portion of it was given to compensate
Tenant Injuries, (ii) the award must specifically state how much of it was given
solely and specifically to compensate  Tenant Injuries and (iii) the award shall
not be  subject  to the  prior  lien  of any  Lender.  Landlord  shall  use  all
reasonable  efforts to assist Tenant to secure from the  condemning  authority a
separate award for Tenant Injuries.

     21. Defaults and Remedies.

     (a)  Definition  of  Default.  The  occurrence  of any  one or  more of the
following events shall constitute a default hereunder by Tenant:

          (i)  Abandonment.  The  vacation  or  abandonment  of the  Premises by
     Tenant.  Abandonment is herein  defined to include,  but is not limited to,
     any absence by Tenant from the  Premises for five (5)  consecutive  days or
     longer  while in  default  of any  provision  of this  Lease  (unless  such
     abandonment is due to casualty covered by Paragraph 19 above).

          (ii)  Monetary  Default.  The failure by Tenant to make any payment of
     rent or additional rent or any other payment  required to be made by Tenant
     hereunder,  as and when due, where such failure shall continue for a period
     of five (5) days after  written  notice  thereof  from  Landlord to Tenant;
     provided,  however,  that any such  notice  shall be in lieu of, and not in
     addition to, any notice  required under  California Code of Civil Procedure
     ss.  1161.  Landlord  shall  invoice  Tenant  for  payments  due under this
     Subparagraph 21(a)(ii) on or before ten (10) days

                                       26



<PAGE>


     prior to the  date on  which  the  payments  shall be due.  Notwithstanding
     whether   Tenant  shall  receive  an  invoice,   payments  due  under  this
     Subparagraph  21(a)(ii)  shall be due on the date on  which  they  normally
     would be due.  Notwithstanding the foregoing,  Tenant shall still be liable
     for  interest,  as provided in Paragraph 30, in the event that Tenant shall
     fail to make any  payments  due under this Lease on or by the date on which
     they are due.

          (iii)  Non-Monetary  Default.  The  failure  by Tenant to  observe  or
     perform any of the express or implied covenants or provisions of this Lease
     to be  observed  or  performed  by  Tenant,  other  than  as  specified  in
     Subparagraph  21(a)(i) or (ii) above, where such failure shall continue for
     a period of thirty (30) days after written  notice thereof from Landlord to
     Tenant;  provided,  however,  that any such notice shall be in lieu of, and
     not in addition  to, any notice  required  under  California  Code of Civil
     Procedure  ss.  1161;  provided,  further,  that if the nature of  Tenant's
     default is such that more than thirty (30) days are reasonably required for
     its cure,  then Tenant shall not be deemed to be in default if Tenant shall
     commence such cure within said thirty-day period and thereafter  diligently
     prosecute such cure to completion.

          (iv) Bankruptcy Matters.

               (1) The  making  by  Tenant  of any  general  assignment  for the
          benefit of creditors;

               (2) the filing by or against  Tenant of a petition to have Tenant
          adjudged a bankrupt or 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);

               (3) 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; or

               (4) the  attachment,  execution  or  other  judicial  seizure  of
          substantially  all of Tenant's  assets  located at the  Premises or of
          Tenant's  interest in this Lease where such seizure is not  discharged
          within sixty (60) days.

     (b)  Landlord's  Right to  Terminate.  In the event of any such  default by
Tenant,  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.  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 amounts by which the unpaid
     rent which would have been earned after termination until the time of award
     exceeds the amount of such rental loss that Tenant  proves  could have been
     reasonably avoided; plus

          (iii) the worth at the time of award of the amount by which the unpaid
     rent for -the  balance of the  then-existing  portion of the Term after the
     time of award  exceeds the amount of such  rental  loss that Tenant  proves
     could be reasonably avoided; plus

          (iv) any other  amount  necessary to  compensate  Landlord for all the
     detriment

                                       27

<PAGE>

     proximately  caused by Tenant's  failure to perform his  obligations  under
     this  Lease or which in the  ordinary  course of things  would be likely to
     result therefrom.

     As used in Subparagraphs 21(b)(i) and (ii) above, the "worth at the time of
award" is computed by allowing interest at the maximum rate permitted by law per
annum.  As used in  Subparagraph  21(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%).

     (c) Right to Keep Lease in Effect.  In the event of any  default by Tenant,
at  Landlord's  option  pursuant to  California  Civil Code ss.  1951.4,  or any
successor  statute  thereof,  this Lease shall continue in effect for so long as
Landlord does not terminate  Tenant's  right to  possession,  and Landlord shall
have the  right to  enforce  all its  rights  and  remedies  under  this  Lease,
including  the right to recover  all rent as it becomes  due,  under this Lease,
provided  that  Landlord  shall not  unreasonably  withhold  its  consent to any
proposed  assignment  of this  Lease by Tenant  or any  proposed  subletting  by
Tenant.  Acts of maintenance or preservation or efforts to relet the Premises or
the appointment of a receiver upon initiative of Landlord to protect  Landlord's
interest  under this Lease shall not  constitute a termination of Tenant's right
to  possession  unless  written  notice of  termination  is given by Landlord to
Tenant.

     (d) Right of Re-Entry. In the event of any such 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.  No re-entry or taking  possession of the
Premises by Landlord pursuant to this  Subparagraph  21(d) 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.

     (e) Rights in Event of  Bankruptcy.  In addition to, and in no way limiting
the other  remedies set forth  herein,  Landlord and Tenant agree that if Tenant
ever   becomes   the  subject  of  a  voluntary   or   involuntary   bankruptcy,
reorganization,  composition, or other similar type proceeding under the federal
bankruptcy laws, as now enacted or hereinafter amended, then:

          (i)  "Adequate  protection"  of  Landlord's  interest in the  Premises
     pursuant  to the  provisions  of  Section  361 and 363 (or their  successor
     sections) of the  Bankruptcy  Code,  11 U.S.C.  Section 101 et seq.,  (such
     Bankruptcy  Code as amended from time to time being  herein  referred to as
     the "Bankruptcy Code"),  prior to assumption and/or assignment of the Lease
     by Tenant  shall  include,  but not be  limited to all (or any part) of the
     following:

               A. the  continued  payment by Tenant of the Annual Basic Rent and
          all other  Rent due and owing  hereunder  and the  performance  of all
          other covenants and obligations hereunder by Tenant;

               B. the  furnishing of a security  deposit by Tenant in the amount
          of three (3) times the then current monthly Base Rental.

          (ii) "Adequate  assurance of future  performance" by Tenant and/or any
     assignee of Tenant  pursuant to  Bankruptcy  Code  Section 365 will include
     (but not be limited  to)  payment  of a  Security  Deposit in the amount of
     three  (3)  times  the then  current  monthly  Annual  Basic  Rent  payable
     hereunder.

          (iii) Any person or entity to which this Lease is assigned pursuant to
     the provisions of

                                       28

<PAGE>


     the Bankruptcy  Code,  shall be deemed without  further act or deed to have
     assumed all of the  obligations  of Tenant  arising under this Lease on and
     after the effective date of such assignment.  Any such assignee shall, upon
     demand  by  Landlord,   execute  and  deliver  to  Landlord  an  instrument
     confirming such assumption of liability.

          (iv)  Notwithstanding  anything  in this  Lease to the  contrary,  all
     amounts payable by Tenant to or on behalf of the Landlord under this Lease,
     whether or not expressly denominated as "Rent,' shall constitute "rent" for
     the purposes of Section 502(b) (6) of the Bankruptcy Code.

          (v) If this Lease is assigned to any person or entity  pursuant to the
     provisions  of  the   Bankruptcy   Code,   any  and  all  monies  or  other
     considerations  payable or otherwise to be delivered to Landlord (including
     Annual  Basic  Rent and other  rent  hereunder),  shall be and  remain  the
     exclusive property of Landlord and shall not constitute  property of Tenant
     or of the  bankruptcy  estate  of  Tenant.  Any and  all  monies  or  other
     considerations   constituting   Landlord's  property  under  the  preceding
     sentence not paid or delivered to Landlord shall be held in trust by Tenant
     or Tenant's  bankruptcy  estate for the  benefit of  Landlord  and shall be
     promptly paid to or turned over to Landlord.

          (vi) If Tenant  assumes  this  Lease and  proposes  to assign the same
     pursuant to the provisions of the  Bankruptcy  Code to any person or entity
     who shall have made a bona fide offer to accept an assignment of this Lease
     on  terms   acceptable  to  the  Tenant,   then  notice  of  such  proposed
     offer/assignment, setting forth: (A) the name and address of such person or
     entity,  (B) all of the terms and  conditions  of such  offer,  and (C) the
     adequate  assurance  to be provided  Landlord  to assure  such  person's or
     entity's future  performance under the Lease, shall be given to Landlord by
     Tenant no later than twenty (20) days after  receipt by Tenant,  but in any
     event no later than ten (10) days prior to the date that Tenant  shall make
     application to a court of competent jurisdiction for authority and approval
     to enter into such assumption and assignment,  and Landlord shall thereupon
     have the prior right and option,  to be exercised by notice to Tenant given
     at any time prior to the  effective  date of such proposed  assignment,  to
     accept an assignment of this Lease upon the same terms and  conditions  and
     for the same  consideration,  if any,  as the bona fide  offer made by such
     persons or entity,  less any brokerage  commission which may be payable out
     of the  consideration  to be paid by such person for the assignment of this
     Lease.

          (vii) To the extent  permitted by law,  Landlord and Tenant agree that
     this Lease is a contract under which  applicable law excuses  Landlord from
     accepting  performance  from (or  rendering  performance  to) any person or
     entity other than Tenant  within the meaning of Sections  365(c) and 365(e)
     (2) of the Bankruptcy Code.

     (f) Rights  Cumulative.  All  rights,  options  and  remedies  of  Landlord
contained in this Lease shall be construed and held to be cumulative, and no one
of them shall be  exclusive of the other,  and Landlord  shall have the right to
pursue any one or all of such  remedies or any other  remedy or relief which may
be  provided  by law,  whether  or not  stated in this  Lease.  No waiver of any
default of Tenant  hereunder shall be implied from any acceptance by Landlord of
any rent or other payments due hereunder or any omission by Landlord to take any
action on account of such default if such default  persists or is repeated,  and
no express waiver shall affect  defaults other than as specified in said waiver.
The  consent  or  approval  of  Landlord  to or of any act by  Tenant  requiring
Landlord's  consent  or  approval  shall  not  be  deemed  to  waive  or  render
unnecessary  Landlord's consent or approval to or of any subsequent similar acts
by Tenant.

                                       29



<PAGE>


     22. Assignment and Subletting.

     (a) Generally. Tenant shall not voluntarily assign or encumber its interest
in this Lease or in the  Premises,  or sublease all or any part of the Premises,
or allow any other person or entity (other than an Affiliated Company) to occupy
or use all or any part of the Premises, without first obtaining Landlord's prior
written  consent,  given or withheld in accordance  with this  Paragraph 22. Any
other  assignment,  encumbrance  or sublease  without  Landlord's  prior written
consent  shall be  voidable,  at  Landlord's  election,  and shall  constitute a
default. For purposes hereof, hi the event Tenant is a partnership, a withdrawal
or change of partners  owning more than a fifty  percent  (50%)  interest in the
partnership, or if Tenant is a corporation,  any transfer of fifty percent (50%)
of its stock,  shall  constitute a voluntary  assignment and shall be subject to
these  provisions (the foregoing shall not apply to the sale of shares of Tenant
effected  through  the  "over-the-counter"  market  or  through  any  nationally
recognized stock exchange  provided that such transfer is made for good business
purpose and not to circumvent  the need for Landlord's  consent).  No consent to
any assignment,  encumbrance,  or sublease shall  constitute a further waiver of
the provisions of this paragraph.  Notwithstanding  the foregoing,  Tenant shall
have the right, without Landlord's prior consent, but with at least fifteen (15)
days' advance  written  notice to Landlord  specifying in reasonable  detail the
transaction in question and, to sublease all or a portion of the Premises to, or
assign Tenant's interest in this Lease to, an Affiliated Company,  provided that
no such  assignment  or  sublease  shall  release  Tenant  from its  obligations
hereunder,  and  provided  further that all other terms and  conditions  of this
Paragraph 22 must be complied with in any such assignment or subletting.

     (b) Procedure.

          (i)  Preliminary  Notice.  If, at any time  during  the  Term,  Tenant
     determines  that it desires to assign its interest in the Lease (other than
     to an Affiliated  Company) or to sublease (A)  approximately  fifty percent
     (50%) or more of the Rentable Square Feet on the  seventeenth  (17th) floor
     of the  Building or (B)  substantially  all of any other  floor  within the
     Premises (except, in each case for subleases to Affiliated Companies),  for
     a term that is substantially the remainder of the Term, then, before Tenant
     commences  its  marketing  efforts,  Tenant shall send a notice to Landlord
     ("Preliminary  Notice")  describing  the space which  Tenant  desires to so
     assign or sublease and the proposed  effective  date of such  assignment or
     sublease,  which  effective  date shall be no earlier than ninety (90) days
     following the date of delivery of the  Preliminary  Notice.  Landlord shall
     have the right,  within thirty (30) days following Tenant's delivery of the
     Preliminary  Notice,  in which to elect to  recapture  the  portion  of the
     Premises,  that is the subject of the Preliminary  Notice,  effective as of
     the proposed  effective date of such  subleasing or assignment as set forth
     in  the  Preliminary  Notice  ("Recapture  Effective  Date").  If  Landlord
     exercises  such right to  recapture,  Landlord  shall  promptly  deliver to
     Tenant an amendment to this Lease  pursuant to which,  as of the  Recapture
     Effective  Date,  the  portion of the  Premises  that is the subject of the
     Preliminary Notice shall be removed from the Premises, and the Annual Basic
     Rent and Tenant's Percentage shall be appropriately adjusted to account for
     such removal and Tenant shall have no further  liability or obligation with
     respect to the portion of the  Premises  recaptured  by  Landlord.  In such
     event,  on or prior to the Recapture  Effective  Date,  Tenant shall vacate
     such  portion of the  Premises,  leaving the same  broom-clean  and free of
     Tenant's personal  property,  moveable  equipment and personnel,  and shall
     construct such demising walls and  code-required  improvements,  corridors,
     etc.,  as may be necessary to effect the  separation  of the portion of the
     Premises to be recaptured from the remainder of the Premises to be retained
     by Tenant. If, however, Landlord either elects not to exercise its right to
     recapture  as set forth  herein,  or fails to timely  notify  Tenant of its
     election,  Landlord  shall be deemed to have waived its right to  recapture
     the portion of the Premises that is the subject of the Preliminary  Notice,
     and Tenant shall be free

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<PAGE>


     thereafter,  for a period of three hundred  sixty-five  (365) days from the
     date of  delivery of the  Preliminary  Notice,  to assign or  sublease  the
     subject portion of the Premises in accordance with the procedures set forth
     in  Subparagraph   22(b)(ii)   below.  If,  following  such  three  hundred
     sixty-five  (365) day  period,  Tenant has not  entered  into a sublease or
     assignment transaction for the subject portion of the Premises,  Landlord's
     right under this Subparagraph 22(b)(i) shall again be applicable.

          (ii)  Approval/Disapproval.  If, following Landlord's waiver or deemed
     waiver of the recapture rights described in Subparagraph 22(b)(i) above, or
     if Tenant intends to engage in a sublease transaction  requiring Landlord's
     consent,  but not  meeting  the  requirements  set  forth  above  which are
     necessary to give rise to Landlord's recapture option,  Tenant shall notify
     Landlord in writing of Tenant's intent to sublease, encumber or assign this
     Lease,  including  in such  notice  the name of the  proposed  assignee  or
     sublessee,  information  concerning  the  financial  responsibility  of the
     proposed assignee or sublessee and the terms of, the proposed assignment or
     subletting.  Landlord  shall,  within  thirty  (30) days of receipt of such
     written notice,  and of such additional  information as may be requested by
     Landlord  concerning  the  proposed  assignee's  or  sublessee's  financial
     responsibility, elect one of the following:

               (A) Consent to such proposed assignment, encumbrance or sublease;
          or

               (B) Refuse such  consent,  which  refusal  shall be on reasonable
          grounds.

     (c)  Proceeds.  In the event that  Landlord  shall consent to a sublease or
assignment  under  the  provisions  of  this  Paragraph  22,  Tenant  shall  pay
Landlord's  reasonable  processing  costs and attorneys' fees incurred in giving
such consent.  If for any assignment or sublease  Tenant  receives rent or other
consideration,  either initially or over the term of the assignment or sublease,
in excess of the rent  called for  hereunder,  or, in case of the  sublease of a
portion  of the  Premises,  in  excess  of such rent  fairly  allocable  to such
portion, after appropriate  adjustments to assure that all other payments called
for hereunder are taken into account, Tenant shall pay to Landlord as additional
rent  hereunder  one-half  (1/2) of the  excess of each such  payment of rent or
other consideration  received by Tenant promptly after its receipt which exceeds
all  reasonable  costs  associated  with such sublease or  assignment  including
without limitation  unamortized tenant improvements,  brokerage  commissions and
legal costs.  Landlord's waiver or consent to any assignment or subletting shall
not  relieve  Tenant  from any  obligations  under this  Lease  except as may be
otherwise  expressly  provided in this Paragraph 22. Occupancy of all or part of
the  Premises by an  Affiliated  Company  shall not be deemed an  assignment  or
subletting.

     23.  Subordination.  Subject  to  the  condition  that  Tenant  receives  a
non-disturbance agreement as set forth below, and at the election of Landlord or
any first  mortgagee  with a lien on the  Building  or any  ground  lessor  with
respect to the  Building,  this Lease  shall be subject and  subordinate  at all
times to:  (a) all ground  leases or  underlying  leases  which may now exist or
hereafter be executed  affecting  the Building or the Site or both,  and (b) the
lien of any  mortgage  or deed of trust  which  may now  exist or  hereafter  be
executed  in any  amount  for  which  the  Building,  Site,  ground  leases,  or
underlying  leases,  or  Landlord's  interest  or estate in any of said items is
specified as security.  Notwithstanding  the foregoing,  Landlord shall have the
right to  subordinate  or cause to be  subordinated  any such  ground  leases or
underlying  leases or any such liens to this Lease. In the event that any ground
lease or underlying  lease  terminates for any reason or any mortgage or deed of
trust is  foreclosed  or a  conveyance  in lieu of  foreclosure  is made for any
reason,  Tenant shall,  notwithstanding  any subordination,  s to and become the
Tenant of the successor in interest to Landlord and Tenant's right to possession
of the  Premises  shall not be  disturbed  if Tenant  is not in  default  beyond
applicable  cure  periods and so long as Tenant shall pay the rent and all other
amounts required to be paid to Landlord pursuant to the terms hereof and observe
and perform all of the  provisions of this Lease,  unless the Lease is otherwise
terminated pursuant to its

                                       31

<PAGE>


terms.  As a condition  of  subordination,  Landlord  shall  deliver to Tenant a
non-disturbance  agreement on Landlord's  lender's (or ground lessor's) standard
form  (which   non-disturbance   agreement  will  not  materially  increase  the
obligations  of Tenant  hereunder  or  materially  reduce  the  rights of Tenant
hereunder), executed and acknowledged by such lender (or ground lessor) (and, if
required by such lender or ground lessor, by Landlord),  for Tenant's execution,
Tenant shall have the right of reasonable  approval ,of the terms and provisions
of the  non-disturbance  agreement with the Lender,  and Landlord will reimburse
Tenant for its actual reasonable  out-of-pocket attorneys' fees in the review of
such agreement.  Additionally,  concurrently  with the mutual  execution of this
Lease,   Landlord   shall  deliver  to  Tenant,   for  Tenant's   execution  and
acknowledgment,  a  Subordination  of Deed of  Trust in the  form of  Exhibit  D
attached hereto, executed and acknowledged by Prentiss. Subject to the foregoing
terms,  Tenant  covenants  and agrees to execute  and  deliver,  upon  demand by
Landlord  and in the form  requested by Tenant,  any  documents  evidencing  the
priority or  subordination  of this Lease with respect to any such ground leases
or  underlying  leases or the lien of any such mortgage or deed of trust so long
as  such  subordination  and  the  documents  do  not  materially  increase  the
obligations of Tenant hereunder or materially  reduce Tenant's rights under this
Lease.  Should Tenant fail to sign and return any such documents within ten (10)
business days of receipt, Landlord may submit a notice to Tenant, specifying, in
bold face  print at the top of the notice and on the  envelope  containing  such
notice: "NOTE: SECOND NOTICE DELIVERED PURSUANT TO PARAGRAPH 23 OF LEASE FAILURE
TO RESPOND WITHIN FIVE (5) BUSINESS DAYS MAY RESULT IN DEFAULT UNDER LEASE'. If,
within five (5) business  days  following  delivery of such second (2nd) notice,
Tenant  fails to sign and  return  such  documents,  Tenant  shall be in default
hereunder and shall additionally  indemnify,  defend,  protect and hold Landlord
harmless from and against any and all loss,  cost,  damage or liability  arising
out of such failure to timely execute and deliver such document.

     24. Estoppel Certificate.

     (a) Generally.  Within twenty (20) days following any written request which
a party may make from time to time, the other party shall execute and deliver to
the requesting  party a statement  certifying:  (i) the date of  commencement of
this Lease;  (ii) the fact that this Lease is  unmodified  and in full force and
effect (or, if there have been modifications  hereto, that this Lease is in full
force  and  effect,  as  modified,  and  stating  the  date and  nature  of such
modifications);  (iii) the date to which the rental and other sums payable under
this  Lease have been  paid;  (iv) the fact that  there are no current  defaults
under  this  Lease by either  Landlord  or Tenant  except as  specified  in such
statement;  and (v) such other  matters as may be  reasonably  requested  by the
requesting  party.  Landlord and Tenant intend that any  statement  delivered by
Tenant  pursuant  to this  Paragraph  25 may be  relied  upon by any  mortgagee,
beneficiary,  purchaser or prospective purchaser of the Building or any interest
therein,  and any such statement delivered by Landlord may be relied upon by any
lender, assignee or subtenant of Tenant.

     (b) Failure to Provide.  A party's failure to deliver such statement within
such time  shall be  conclusive  upon such  parry (i) that this Lease is in full
force and effect, without modification except as may be represented by the other
party, (ii) that there are no uncured defaults in the other party's performance,
and (iii) that not more than one (1)  month's  rental has been paid in  advance.
Should Tenant fail to deliver said statement to Landlord within twenty (20) days
of receipt, Landlord may submit a second (2nd) notice to Tenant,  specifying, in
bold face  print at the top of the notice and on the  envelope  containing  such
notice,  the following:  "NOTE:  SECOND NOTICE  DELIVERED  PURSUANT TO PARAGRAPH
24(b) OF LEASE - FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS. MAY RESULT IN
DEFAULT UNDER LEASE".  If, within five (5) business days  following  delivery of
such second  (2nd)  notice,  Tenant  fails to sign and  deliver to Landlord  the
certificate  required  hereunder,  such failure shall constitute a default under
this Lease, hereunder and shall additionally

                                       32



<PAGE>


indemnify,  defend,  protect and hold Landlord harmless from and against any and
all loss,  cost,  damage or  liability  arising  out of such  failure  to timely
execute  and  deliver  such  document.  Should  Landlord  fail  to  deliver  any
certificate required under this Paragraph 24 within twenty (20) days of receipt,
Tenant shall have the right to submit a second (2nd) notice to Landlord, special
in bold face print at the top of the notice and on the envelope  containing such
notice, the following: "NOTE: SECOND NOTICE DELIVERED PURSUANT TO THE PROVISIONS
OF SUBPARAGRAPH  24(b) OF LEASE FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS
WELL RESULT IN DEEMED  APPROVAL OF  CERTIFICATE."  If,  within five (5) business
days following  delivery of such second (2nd) notice,  Landlord fails to deliver
to Tenant an executed estoppel  certificate as required under this Paragraph 24,
then the terms conditions and statements set forth in the certificate  submitted
by Tenant  may be  relied  upon as being  true and  correct  by any  third-party
lender, assignee or subtenant of Tenant.

     25. Rules and Regulations.  Tenant shall faithfully observe and comply with
the  Rules  and   Regulations,   and  all   reasonable   and   nondiscriminatory
modifications thereof and additions thereto from time to time put into effect by
Landlord.  Landlord  shall not be  responsible  to Tenant for the  violation  or
non-performance  by any other  tenant or occupant of the Building of any of said
Rules and Regulations.

     26.  Governing Law. This Lease shall be governed by and construed  pursuant
to the laws of the State of California.

     27. 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  insure to the  benefit of the  parties  hereto  and their  respective
heirs, personal representatives, successors and assigns.

     28.  Surrender of Premises.  The voluntary or other surrender of this Lease
by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall,
at  the  option  of  Landlord,  operate  as an  assignment  to it of  any or all
subleases or subtenancies.

     29. Professional Fees. If either party should bring suit for the possession
of the Premises, for the recovery of any sum due under this Lease, or because of
the breach of any provisions of this Lease,  or for any other relief against the
other  party  hereunder,   then  all  costs  and  expenses,   including  without
limitations  actual  professional  fees such as  appraisers',  accountants'  and
attorneys'  fees,  incurred by the prevailing party therein shall be paid by the
other party,  which obligation on the part of the other party shall be deemed to
have  occurred  on the date of the  commencement  of such  action  and  shall be
enforceable whether or not the action is prosecuted to judgment.

     30.  Performance by Tenant. All covenants and agreements to be performed by
Tenant  under any of the terms of this  Lease  shall be  performed  by Tenant at
Tenant's  sole cost and expense and without  any  abatement  of rent,  except as
expressly  provided elsewhere in this Lease. If tenant shall fail to pay any sum
of money, other than rent,  required to be paid by it hereunder or shall fail to
perform any other act on its part to be  performed  hereunder,  and such failure
shall continue  beyond any applicable cure periods  following  notice thereof by
Landlord,  Landlord may, without waiving or releasing Tenant from obligations of
Tenant, but shall not be obligated to, make any such payment or perform any such
other act on Tenant's  part to be made or performed as in this Lease;  provided,
however, that if, in Landlord's reasonable, good faith judgment, such failure on
the part of Tenant may, if the same persists, constitutes an emergency, a threat
to other  persons or  property,  or would result in  substantially  greater loss
(either  financial  or with  respect  to  damaged  property),  the grace  period
provided  for  hereunder  before  Landlord  shall have the right to exercise its
rights as set forth above shall be two (2)  business  days.  All sums so paid by
Landlord and all necessary  incidental  costs together with interest  thereon at
the Interest Rate, from

                                       33



<PAGE>


the date of such  payment by  Landlord,  shall be payable to Landlord on demand.
Tenant  covenants to pay any such sums,  and Landlord shall have (in addition to
any other right or remedy of Landlord) the same rights and remedies in the event
of the non-payment  thereof by Tenant as in the case of default by Tenant in the
payment of the rent. Therefore,  if any monthly installment of Annual Basic Rent
or any other  payment due hereunder is not received by Landlord by the date when
due, it shall bear  interest at the  interest  Rate from the date on which it is
due until the date on which it is paid  regardless of whether or not a notice of
default or notice of termination has been given by Landlord.

     31.  Mortgagee  Protection.  In the  event  of any  default  on the part of
Landlord,  Tenant  will  give  notice by  registered  or  certified  mail to any
beneficiary  of a deed of trust or mortgage  covering the Premises whose address
shall have been furnished in writing to Tenant, and shall offer such beneficiary
or mortgagee a reasonable  opportunity  to cure the default,  including  time to
obtain possession of the Premises by power of sale or a judicial foreclosure, if
such should provide necessary to effect a cure.

     32.  Definition of Landlord.  The term "Landlord" as used in this Lease, so
far as covenants or obligations on the part of Landlord are concerned,  shall be
limited to mean and include  only the owner or owners,  at the time in question,
of the fee title to, or a lessee's  interest in a ground  lease of the Site.  In
the event of any transfer,  assignment  or other  conveyance or transfers of any
such title or interest,  Landlord  herein  named (and in case of any  subsequent
transfers or conveyances, the then grantor) shall be freed and relieved from and
after the date of such  transfer,  assignment  or conveyance of all liability as
respects the performance of any covenants or obligations on the part of Landlord
contained in this I-ease thereafter to be performed provided that the transferee
shall have  assumed  and agreed in writing to observe  and  perform  any and all
obligations of Landlord hereunder during its ownership of the Premises. Landlord
may transfer its interest in the Premises without the consent of Tenant and such
transfer or  subsequent  transfer  shall not be deemed a violation on Landlord's
part of any of the terms and conditions of this Lease. However, Tenant shall not
be  required  to  recognize  Landlord's  successor  unless and until it receives
written notice from Landlord of the transfer.

     33. Waiver. The waiver by either party of any breach of any term,  covenant
or  condition  herein  contained  shall  not be  deemed  to be a  waiver  of any
subsequent  breach of the same or any other term,  covenant or condition  herein
contained, nor shall any custom or practice which may become established between
the parties in the  administration of the terms hereof be deemed a waiver of, or
in any way affect,  the right of a party to insist upon the  performance  by the
other in strict  accordance with said terms.  The subsequent  acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term,  covenant  or  condition  of this  Lease,  other than the
failure  of  Tenant  to pay the  particular  rent  so  accepted,  regardless  of
Landlord's  knowledge of such preceding breach at the time of acceptance of such
rent.

     34. Identification. If more than one person executes this Lease as Landlord
or Tenant,  (a) each of them is jointly and  severally  liable for the  keeping,
observing and performing of all of the terms, covenants, conditions,  provisions
and agreements of this Lease to be kept,  observed and performed by the party on
behalf of when they execute this Lease, and (b) the term "Tenant" and "Landlord"
as applicable, as used in this Lease shall mean and include each of them jointly
and  severally  and the act of or notice  from,  or notice or refund  to, or the
signature  of,  any one or more of them,  with  respect  to the  tenancy or this
Lease,  including,  but not  limited  to, any  renewal,  extension,  expiration,
termination or modification of this Lease, shall be binding upon each and all of
the persons  executing  this Lease as Landlord or Tenant with the same force and
effect  as if each and all of them had so  acted  or so given or  received  such
notice or refund or so signed.

                                       34




<PAGE>


     35. Parking.

     (a)  Valet  Spaces.  Tenant  shall  have the right to lease up to a certain
maximum  number of parking  spaces  ("Maximum  Number") in the Building  ("Valet
Spaces") equal to the total number of spaces ,.in the Building's  parking garage
("Garage")  multiplied  by Tenant's  Percentage.  The  Maximum  Number as of the
Commencement  Date is hereby defined to be 147 (i.e., 1 space per 1,000 Rentable
Square Feet leased).

     (b)  Adjustment of Quantity of Spaces Leased.  For each year,  Tenant shall
have the option  ("Quantity  Increase  Option")  of leasing  more or fewer Valet
Spaces in the Building than  previously  leased by Tenant,  but in no event more
than the  then-applicable  Maximum Number,  as provided herein.  Tenant may only
increase  the  number of Valet  Spaces it shall  lease by a maximum  of ten (10)
Valet  Spaces  per year and the number of Valet  Spaces  leased by Tenant may be
increased  only once each  calendar  year.  Tenant  shall  exercise the Quantity
Increase  Option by notifying  Landlord in writing on or before ninety (90) days
prior to the date on which  Tenant  shall wish to  increase  the number of Valet
Spaces that Tenant shall  lease.  Tenant may decrease the number of Valet Spaces
leased by Tenant as often as  monthly  with sixty  (60)  days'  advance  written
notice to  Landlord.  Except for Valet  Space  leases  commenced  or  terminated
pursuant  to this  Paragraph,  all Valet  Space  leases  shall  commence  on the
Commencement Date and shall be coterminous with the expiration of the Term.

     (c) Parking Fee.  Tenant shall pay as a monthly parking fee ("Parking Fee")
for all Valet  Spaces it shall  lease  during  the Term,  either  (i) 80% of the
market rate that  Landlord  reasonably  determines is applicable to Valet Spaces
for  comparable  buildings  in the  Comparison  Area or (ii) if and  only if the
calculation  in clause (i) above  cannot be made due to the lack of Valet  Space
rates in such  comparable  buildings  to be used for  comparison  purposes,  one
hundred  percent  (100%) of the market rate for  non-valet  spaces that Landlord
reasonably   determines  is  applicable  for  comparable  buildings  within  the
Comparison  Area. Said Parking Fee shall be subject to change from time to time;
provided  that (i)  Landlord  must give Tenant at least sixty (60) days  advance
written notice of any adjustment in the Parking Fee together with an analysis of
the rates  charged by comparable  office  buildings in the  Comparison  Area for
similar services, if applicable, and (ii) Landlord may not so adjust the Parking
Fee payable by Tenant more than twice in any  calendar  year.  Tenant shall also
pay eighty  percent  (80%) of the  Building's  then  current  charge for parking
validations  for  Tenant's  customers  and  invitees.  The Parking Fee for Valet
Spaces  shall be deemed  additional  rent which shall be due on the first day of
every month. If Tenant shall fail to pay any Parking Fee by the first day of the
month, such unpaid sums shall bear interest at the Interest Rate.

     (d) Valet Operations,  Quality of Service. All Valet Spaces shall be run as
valet parking,  and subject to the  provisions  set forth below,  Landlord shall
have the right to determine the manner in which said valet parking service shall
be run.  Notwithstanding  the  foregoing,  Tenant  shall  have the  right,  upon
reasonable advance written notice to Landlord, to review Landlord's  established
standards for Garage operation and management, including service performance and
costs. If Tenant, in good faith, is unsatisfied with the manner of operations of
the Garage  and/or the  service  provided,  Tenant may notify  Landlord  of such
dissatisfaction,  specifying in such notice in  reasonable  detail the nature of
such  dissatisfaction.  If, at any time  during any twelve (12)  calendar  month
period,  Tenant so notifies  Landlord on two (2) or more  occasions  of Tenant's
dissatisfaction  with  respect  to a  particular  aspect of the.  operations  or
management  of, or services  afforded  in, the Garage and the problem  which was
specified  as the basis for Tenant's  dissatisfaction  is not cured or otherwise
alleviated to Tenant's  reasonable  satisfaction within a reasonable time period
after such second (2nd) notice, Tenant may, upon reasonable advance

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<PAGE>


written  notice to Landlord,  (i) require a "three party"  meeting among Tenant,
Landlord and representatives of Landlord's Garage operator,  in which event such
parties  shall meet  promptly  in a diligent,  good faith  effort to resolve any
performance  issues specified by Tenant or (ii) if Tenant reasonably  determines
that the level of  service or  specifications  for  operations  of the Garage is
below the applicable  standards for comparable  parking  facilities  provided in
comparable  buildings in the Comparison ,Area,  Tenant may require that Landlord
replace the then-existing Garage operator,  in which event Landlord,  subject to
the terms and provisions of Landlord's  then-existing  contract with such Garage
operator,  shall  use  reasonable  efforts  to  effect  the  replacement  of the
then-existing  Building  Garage  operator  with a replacement  Garage  operator.
Tenant  shall not ask to have parked in the  Building  any  vehicles  other than
automobiles,  vans,  motor driven or non-motor  driven  bicycles and fourwheeled
trucks.

     (e) Non-Valet Spaces.  Notwithstanding the foregoing, Tenant shall have the
right, as part of the Maximum Number,  to lease up to ten (10) non-valet  spaces
("Non-Valet  Spaces").  Non-Valet Spaces shall be reserved parking spaces on the
first  floor of the  parking  levels  into which  Tenant may drive its  vehicles
directly without the help of one of the Building's  parking valets.  In addition
to  the  Non-Valet  Spaces  provided  pursuant  to  the  immediately   preceding
provisions of this Subparagraph 35(e),  Landlord will provide an additional five
(5)  Non-Valet  Spaces on the first floor parking level of the Garage for use by
designated  employees of Tenant who arrive in the Garage prior to the arrival of
the  employees  of the Garage  operator;  such spaces  shall be located near the
Garage entry. With respect to such additional five (5) Non-Valet Spaces,  Tenant
acknowledges  that the Garage operator may legitimately need to move one or more
of the vehicles  parked in such spaces  during the course of any business day in
order to facilitate the Garage  operator's valet  operations  within the Garage;
accordingly,  Tenant agrees to use  reasonable,  good faith efforts to cooperate
with Landlord and the Garage operator (and to cause Tenant's employees utilizing
such five (5) spaces to similarly  cooperate),  in an effort to reach a mutually
agreeable  arrangement as to a procedure  whereby the Garage  operator will have
access to the  ignition  keys to  vehicles  parked  in such five (5)  additional
Non-Valet  Spaces, in order that such vehicles may be moved during the course of
a business  day.  Landlord  shall have the sole  authority  from time to time to
designate  which parking  spaces on the first (lst) floor of the parking  levels
shall be Non-Valet  Spaces,  which  designation  Landlord  shall  communicate to
Tenant in writing. Tenant's right to have Non-Valet Spaces shall not be assigned
without the prior written consent of Landlord,  not to be unreasonably withheld,
conditioned or delayed.  Tenant shall pay Landlord's  then-current market rental
rate, which shall be reasonably  consistent with the rates for non-valet parking
charged by other  first-class  buildings  within the  Comparison  Area, for such
Non-Valet Spaces.

     (f)  Prohibited  Activities.  Tenant shall not permit or allow any vehicles
that belong to or are controlled by Tenant or Tenant's  employees,  suppliers or
shippers to be loaded,  unloaded, or parked in areas other than those designated
by  Landlord  for such  activities.  If  Tenant  permits  or  allows  any of the
prohibited  activities described in this Subparagraph 35(f), then Landlord shall
have the right,  without  notice,  in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to Tenant, which cost shall be immediately payable upon demand by Landlord.

     (g)  Effect  of  Right to  Surrender.  If  Tenant  exercises  the  Right to
Surrender pursuant to the provisions of Paragraph 52 below,  then,  effective as
of the applicable  Surrender Date (defined  below),  the Maximum Number shall be
reduced to reflect a ratio of one (1) space per one  thousand  (1,000)  Rentable
Square Feet in the  Premises,  subject to Tenant's  right to confirm  Landlord's
measurement.

     36. Terms and Headings.  The words  "Landlord"  and "Tenant" as used herein
shall  include  the  plural as well as the  singular.  Words  used in any gender
include other genders. The Paragraph

                                       36



<PAGE>


headings  of this  Lease are not a part of this  Lease and shall  have no effect
upon the construction or interpretation of any part hereof.

     37. Examination of Lease.  Submission of this instrument for examination or
signature by Tenant does not  constitute a  reservation  of or option for Lease,
and it is not effective as a Lease or ,otherwise until execution by and delivery
to both Landlord and Tenant.

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

     39. Prior Agreements; Amendments. This Lease contains all of the agreements
of the parties  hereto with  respect to any matter  covered or mentioned in this
Lease,  and no prior  agreement  or  understanding,  oral or written  express or
implied,  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.
The  parties   acknowledge  that  all  prior  agreements,   representations  and
negotiations are deemed  superseded by the execution of this Lease to the extent
they are not incorporated herein.

     40.  Separability.  Any  provision  of this Lease  which  shall prove to be
invalid,  void or illegal in no way affects,  impairs or  invalidates  any other
provision  hereof,  and such  other  provisions  shall  remain in full force and
effect.

     41.  Recording.  Tenant may record a short  form  memorandum  of this Lease
without the consent of Landlord,  and Landlord shall execute and acknowledge the
short form Memorandum of Lease upon request of Tenant.

     42.  Limitation on Liability.  The  respective  obligations of Landlord and
Tenant under this Lease do not constitute personal obligations of the individual
partners, directors, officers or shareholders of Landlord or Tenant, as the case
may be, and neither party shall seek recourse  against the individual  partners,
directors,  officers or shareholders of the other party or any of their personal
assets for satisfaction of any liability in respect to this Lease.

     43.  Riders.  Exhibits,  plats and riders,  if any,  signed by Landlord and
Tenant and affixed to this Lease are a part hereof.

     44. Auctions. Tenant shall not conduct any auction upon the Premises or the
Building without Landlord's prior written consent.

     45. Modification for Lender. If, in connection with obtaining construction,
interim or  permanent  financing  for the  Building,  the lender  shall  request
reasonable modifications in this Lease as a condition to such financing,  Tenant
will not unreasonably  withhold,  delay or defer its consent  thereto,  provided
that such  modifications  do not increase the obligations of Tenant hereunder or
materially  adversely  affect the leasehold  interest hereby created or Tenant's
rights  hereunder.  In the event any lender shall wish to modify any of Tenant's
rights,  as  provided  by this  Paragraph  45,  Tenant  shall  have the right to
participate  in any meetings  that  Landlord  may have with any lenders  where a
modification of Tenant's rights shall be discussed.

     46. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of
a lesser amount than the rent payment  herein  stipulated  shall be deemed to be
other than on account of the rent,

                                       37



<PAGE>


nor shall any  endorsement or statement on any check or any letter  accompanying
any check or payment as rent be deemed an accord and satisfaction,  and Landlord
may accept  such check or  payment  without  prejudice  to  Landlord's  right to
recover  the  balance of such rent or pursue any other  remedy  provided in this
Lease.  Tenant agrees that each of the foregoing  covenants and agreements shall
be applicable to any covenant or agreement  either  expressly  contained in this
Lease or imposed by any statute or at common law.

     47. Financial  Statements.  At any time during the Term, Tenant shall, upon
ten (10) days prior written notice from Landlord, provide Landlord with Tenant's
most recent financial  statement and annual financial  statements of the two (2)
prior years.  Such  statement  shall be prepared in  accordance  with  generally
accepted  accounting  principles  and, if such is the normal practice of Tenant,
shall be audited by an independent certified public accountant.

     48. Quiet  Enjoyment.  Landlord  covenants and agrees with Tenant that upon
Tenant  paying the rent  required  under this Lease and paying all other charges
and performing all of the covenants and provisions aforesaid on Tenant's part to
be observed and performed  under this Lease,  Tenant shall and may peaceably and
quietly have, hold and enjoy the Premises in accordance with this Lease.

     49. Tenant as Corporation.  If Tenant executes this Lease as a corporation,
then Tenant and the persons  executing this Lease on behalf of Tenant  represent
and warrant that the  individuals  executing  this Lease on Tenant's  behalf are
duly authorized to execute and deliver this Lease on its behalf.

     50. Laws. Any and all rights granted Tenant in this Lease,  including,  but
not necessarily limited to, the rights granted Tenant in connection with Rooftop
Signs (as defined  below),  the TE (as  defined  below),  and Secured  Areas (as
defined below), shall be subject to all federal, state and municipal laws, rules
and  regulations now in effect or as they may be amended or altered from time to
time ("Law"), and in particular such of the Law as may relate to fire safety and
police protection.  Tenant agrees to comply fully and completely with the Law at
all  times  that  this  Lease  shall be in effect  (the  foregoing  shall not be
construed  as a waiver of Tenant's  right,  if any,  to contest the  validity or
application of any such Law), which compliance shall include, if required by the
Law,  altering or removing,  at Tenant's  expense,  the Rooftop Signs and TE and
restoring  the Building to the same  condition as it was in before  Tenant shall
have constructed the alterations or additions referred to herein.

     51. Lease Restriction.  Landlord hereby covenants not to lease any space on
the ground floor of the Building to any Financial  Institution  (defined below).
Additionally, if Landlord leases space in the Building above the ground floor to
a Financial  Institution,  Landlord will not provide such Financial  Institution
with  exterior  Building  signage or with  prominent  ground floor lobby signage
(other than Building-standard  signage identifying such Financial Institution on
the Building's lobby directory).  "Financial  Institution" shall mean an insured
depository  institution or other business engaged in the distribution or sale to
consumers of products with financial, savings, insurance,  investment or lending
characteristics  either  directly  or  indirectly,  through  any  mechanism  for
delivery of such  products,  including but not limited to the use of branches or
automated  teller  machines,  telephone,  video  screens  or  any  other  remote
technologies.  The term "Financial Institution" shall include but not be limited
to a stock  brokerage  company,  savings  and loan  association,  savings  bank,
commercial  bank (whether  national or state  chartered),  credit union or other
financial  institution or company engaged in the business of accepting  savings,
checking or other deposits,  selling proprietary or non-proprietary mutual funds
or insurance,  or engaging in mortgage,  consumer or commercial  lending, or any
other   financially   related  activity   permitted  by  the  Office  of  Thrift
Super-vision or any state or Federal regulatory agency or authority.

                                       38




<PAGE>


     52. Right to Surrender Space.

     (a)  Generally.  Subject to the terms and  provisions of this Paragraph 52,
Tenant shall have the right to surrender  (the "Right to Surrender") to Landlord
the entire tenth  (10th),  eighth (8th) and, seventh  (7th)  floor(s)  (each,  a
"Surrender  Floor"),  in the manner,  and  pursuant to the  schedule,  described
below.

     (b) Exercise of Right to Surrender. Tenant may surrender a Surrender Floor,
effective as of January 1, 2002, January 1, 2003 and/or January 1, 2004 (each, a
"Surrender Date"),  provided that Tenant delivers to Landlord irrevocable notice
of Tenant's  election to exercise the Right to Surrender at least  eighteen (18)
months prior to the  applicable  Surrender Date (the "Outside  Surrender  Notice
Date").  If  Tenant  fails to  deliver  a  Surrender  Notice  on or  before  the
applicable  Outside  Surrender  Notice Date,  Landlord  shall  notify  Tenant of
Tenant's  failure to so timely  deliver a Surrender  Notice;  if Tenant fails to
deliver a Surrender  Notice within five (5) business days  following  Landlord's
delivery of such notice to Tenant,  Tenant shall  irrevocably  be deemed to have
waived  its  right to  exercise  the  Right to  Surrender  with  respect  to the
applicable Surrender Date.

     (c) Effect of Exercise.  If Tenant  timely  exercises a Right to Surrender,
Landlord  shall promptly  deliver to Tenant an amendment to this Lease,  setting
forth the fact that Tenant has so exercised  the Right to Surrender and removing
from the  Premises,  effective  as of the  later to occur of (i) the  applicable
Surrender  Date and (ii)  the  date  upon  which  Tenant  actually  vacates  the
applicable Surrender Floor, leaving the same in "broom-clean" condition, free of
Tenant's personal property, equipment,  furniture and personnel. If Tenant fails
to execute such amendment within thirty (30) days following  Landlord's delivery
of the same to Tenant,  Landlord  may submit a notice to Tenant,  specifying  in
bold face  print at the top of the notice and on the  envelope  containing  such
notice, the following: "NOTE: SECOND NOTICE DELIVERED PURSUANT TO THE PROVISIONS
OF SUBPARAGRAPH 52(c)-FAILURE TO EXECUTE AND DELIVER LEASE AMENDMENT WITHIN FIVE
(5)  BUSINESS  DAYS  MAY  RESULT  IN  NULLIFICATION  OF  EXERCISE  OF  RIGHT  TO
SURRENDER." If, within five (5) business days following delivery of such notice,
Tenant fails to execute such  amendment and deliver the same to Landlord,  then,
at Landlord's option,  Tenant's exercise of the Right to Surrender shall be null
and void and of no further force or effect.

     (d)  Progression  of  Floors  Subject  to Right  to  Surrender.  If  Tenant
exercises  the Right to  Surrender,  Tenant must first  exercise such right with
respect  to the tenth  (10th)  floor of the  Building,  If,  following  Tenant's
exercise of the Right to Surrender with respect to the tenth (10th) floor of the
Building,  if  Tenant  subsequently  exercises  the  Right  to  Surrender,  such
subsequent  exercise  must be with  respect  to the  eighth  (8th)  floor of the
Building. Any other,  subsequent exercise of the Right to Surrender must be with
respect to the seventh (7th) floor of the Building.

     (e) Effect of Default.  Notwithstanding  anything to the contrary contained
in this  Paragraph 52, if Tenant is in default  beyond  applicable  cure periods
under this Lease, at the time of Tenant's exercise of the Right to Surrender, at
Landlord's option, Tenant's exercise of the Right to Surrender shall be null and
void and of no further force or effect.

                                       39


<PAGE>


     53. Right to Relocate Tenth (10th) Floor.

     (a) Generally.  Landlord shall have the right,  at any time during the Term
to substitute  the entire ninth (9th) floor of the Building for the tenth (10th)
floor of the  Building,  in  accordance  with the ,terms and  provisions of this
Paragraph 56 ("Relocation Right").

     (b)  Exercise of  Relocation  Right.  If Landlord  desires to exercise  the
Relocation  Right,  Landlord shall give Tenant at least one hundred eighty (180)
days' prior written notice ("Relocation  Notice") thereof. If Landlord exercises
the Relocation  Right,  then as of the date (the "Relocation  Date") that is the
later  to  occur  of (i) the  projected  date  of  relocation  specified  in the
Relocation  Notice and (ii) the first  (lst)  Monday that is at least sixty (60)
days following the date that Landlord  substantially  completes the improvements
to the ninth (9th) floor described in Paragraph 53(c) below (such sixty (60) day
period  [the  "Fixturing  and  Move  Period"]  to be  used  by  Tenant  for  the
installation  of cabling and  otherwise  making the ninth (9th) floor ready for,
and the  installing  of,  Tenant's  equipment,  modular  furniture  and moveable
property),  (A) the  "Premises"  shall  include  the  ninth  (9th)  floor of the
Building and the tenth (10th) floor of the Building shall no longer be deemed to
be  a  portion  of  the  Premises  hereunder,  and  all  the  terms,  covenants,
conditions, provisions and agreements of this Lease, including agreements to pay
rent (as well as Tenant's right to exercise the Right to Surrender to the extent
previously  applicable to the tenth (10th) floor),  shall continue in full force
and effect and shall apply to the portion of the  Premises  located on the ninth
(9th) floor,  and (B) Tenant shall move from the portion of the Premises located
on the  tenth  (10th)  floor of the  Building  to the ninth  (9th)  floor of the
Building,  and shall vacate and surrender possession to Landlord of such portion
of the  Premises  located on the tenth  (10th)  floor,  broom-clean  and free of
Tenant's  personnel,  equipment and property.  On or about the Relocation  Date,
Landlord  shall deliver to Tenant an amendment to this Lease,  setting forth the
fact that  Landlord has  exercised  the  Relocation  Right and removing from the
Premises,  effective  as of the  Relocation  Date,  the portion of the  Premises
located on the tenth (10th) floor, and concurrently adding to the Premises,  the
entire ninth (9th) floor of the Building.

     (c) Improvement of Ninth (9th) Floor. If Landlord  exercises the Relocation
Right,  Landlord  shall,  prior to the  commencement  of the  Fixturing and Move
Period,  at Landlord's  sole cost and expense,  improve the ninth (9th) floor of
the Building in  substantially  the same manner as the tenth (10th) floor of the
Building has, as of such date, been improved,  including similar quality, layout
and design (the commercial  availability  of like or similar  materials shall be
taken into  account in such case,  such that  Landlord  shall not be required to
duplicate  materials or finishes which are no longer readily  available,  on the
market, but may instead, with Tenant's consent [not to be unreasonably withheld,
conditioned  or  delayed]  substitute  reasonable   substitution   materials  or
finishes).  Tenant, in good faith,  shall diligently  cooperate with Landlord in
the review and  approval  of all designs for the  proposed  improvements  to the
ninth  (9th)  floor,  in an  effort  to  facilitate  the  efficient  design  and
construction  of such  improvements.  After the  substantial  completion of such
ninth (9th) floor  improvements  and issuance of a certificate of occupancy from
the City of Oakland,  and prior to the  commencement  of the  Fixturing and Move
Period,  and,  once  again  within ten (10)  business  days  following  Tenant's
occupancy  of the ninth (9th) floor of the  Building,  Landlord  and Tenant,  or
their  designated  representatives,  shall  tour the  ninth  (9th)  floor of the
Building,  together  with a  representative  of  Landlord's  general  contractor
performing  the  improvements  to the ninth (9th) floor,  to establish a list of
uncompleted  items of  construction  (the  "Relocation  Punch  List").  Upon the
establishment  of each Relocation  Punch List,  Landlord shall cause  Landlord's
contractor to complete all items shown on the  Relocation  Punch List as soon as
reasonably possible; such work shall be performed, whenever reasonably possible,
after hours or during weekends, so as to cause the least possible disturbance to
Tenant's occupancy in the use of the ninth (9th) floor of the Building.

                                       40



<PAGE>


     (d) Landlord's Reimbursement.  If Landlord exercises the Right to Relocate,
Landlord  shall  reimburse  Tenant for all direct and indirect costs of whatever
kind or nature incurred by Tenant and reasonably related to Landlord's  exercise
of the Relocation  Right.  Prior to the Relocation Date,  Tenant shall submit to
Landlord a budget,  in reasonable  detail,  identifying those costs and expenses
which  ,Tenant,  in good  faith,  expects  to incur as a  result  of  Landlord's
exercise of the Relocation Right;  Landlord shall review and approve such budget
(such approval not to be unreasonably withheld, conditioned or delayed), and, to
the extent  Landlord  reasonably  questions  any  line-item  expenses in, or the
calculation  of budgeted  amounts  contained in, such  estimate,  Landlord shall
specify  such  concerns  in  reasonable  detail in writing  to Tenant.  Promptly
following the receipt of any such notice from  Landlord,  Tenant shall meet with
Landlord in a good faith,  diligent effort to arrive at an accurate  estimate of
the cost to be  incurred  by Tenant as a result of  Landlord's  exercise  of the
Relocation  Right.  If and to the extent that the parties reach  agreement as to
the budget,  Landlord  shall,  promptly  following  receipt of any invoices from
Tenant for costs included within such approved  budget,  pay the amounts showing
in such invoices. The provisions set forth above regarding the preparation of an
approved  budget of Tenant's  cost shall not be deemed to  preclude  Tenant from
reasonably  incurring additional costs of a type, or in an amount, not contained
within  such  budget,  provided  that such costs are  reasonably  related to the
exercise by Landlord of the Relocation  Right, but rather,  are provided for the
purposes of allowing  Landlord to  accurately  budget for,  and fund  Landlord's
expenses related to such relocation.

     (e) Tenant's  Failure to  Relocate,  If Tenant fails to move into the ninth
(9th) floor during the Fixturing and Move Period and Tenant  continues to occupy
the  portion  of the  Premises  located  on the  tenth  (10th)  floor  after the
Fixturing and Move Period, then thereafter, during the period of such occupancy,
Tenant  shall  pay  Annual  Basic  Rent for the tenth  (10di)  floor at the rate
specified in Paragraph 9 above.

     (f) Landlord's Delay in Relocation.  If, following  Landlord's  exercise of
the  Relocation  Right,  Landlord  desires  to  delay  the  commencement  of the
Fixturing  and Move Period,  Landlord must deliver  written  notice to Tenant of
such delay,  and the new date of  commencement of the Fixturing and Move Period,
as specified in such notice,  which must be at least thirty (30) days  following
the date of  delivery  of such  notice.  Additionally,  if  Landlord so notifies
Tenant of a delay in the  commencement  of the  Fixturing  and Move Period,  the
parties hereby  acknowledge  that Tenant may incur  additional  costs associated
with  such  delay.  Accordingly,  in the  event of such  delay,  Landlord  shall
promptly pay all of Tenant's costs of any kind or nature  reasonably  related to
such delay upon receipt of invoices therefor.

     (g) Expiration of Relocation  Right.  If Landlord  exercises the Relocation
Right and the  commencement  of the  Fixturing  and Move  Period  does not occur
within one (1) year  following  the date of delivery of the  Relocation  Notice,
Landlord's  exercise  of the  Relocation  Right shall be null and void and of no
further  force or effect and Tenant shall have no  obligation to relocate to the
ninth (9th) floor,  provided that Landlord  shall remain  obligated to reimburse
Tenant for direct and indirect costs associated with Landlord's  exercise of the
Relocation Right.

     54. Mid-Term  Refurbishment  Allowance.  Landlord shall provide to Tenant a
refurbishment  allowance,  which may, at Tenant's option, be applied towards the
cost of  alterations  or  improvements  to the  Premises  in the amount of Seven
Hundred   Thirty-Five   Thousand   and   no/100   Dollars   ($735,000.00)   (the
"Refurbishment Allowance") on or before January 1, 2003. If, Landlord has failed
to provide  Tenant with all or any  portion of the  Refurbishment  Allowance  by
March 31,  2003,  Tenant shall have the right,  to be  exercised by  irrevocable
written  notice to  Landlord,  to  offset  against  Annual  Basic  Rent  payable
hereunder the amount of One Hundred  Eighty-Three  Thousand  Seven Hundred Fifty
and

                                       41


<PAGE>


no/100  Dollars  ($183,750.00),  applicable to the Annual Basic Rent payable for
the months of May, June, July and August of 2003.

     55. Signage.

     (a) Rooftop  Signs.  Subject to the provisions of this Paragraph 55, Tenant
shall  have  the  exclusive  right  to  erect a sign or  signs on the top of the
Building ("Rooftop Signs").  Tenant shall,  however,  have no right to erect any
Rooftop Signs on the South side of the Building. Tenant shall bear all the costs
associated  with any Rooftop Signs that Tenant shall decide to erect or may have
previously erected.  The design of all Rooftop Signs,  including their aesthetic
character, shall be subject to Landlord's prior written approval, which approval
shall not be unreasonably  withheld,  conditioned or delayed. No sign other than
Tenant's  Rooftop Signs shall be erected on the top of the Building  without the
prior written consent of Tenant.

     (b) Ground Floor  Tenant's  Signage.  All  interior  and  exterior  signage
belonging to a ground floor tenant of the Building  shall be subject to Tenant's
prior written approval, not to be unreasonably withheld.  Tenant recognizes that
a ground  floor  tenant will  probably  have some  signage on the outside of the
Building,  and Tenant hereby agrees not to withhold unreasonably its approval of
this, or of any other, sort of signage belonging to a tenant on the ground floor
of the Building.

     (c) Name Change. In the event that World Savings and Loan Association shall
change its name, World Savings and Loan Association shall have the right, at its
sole  expense,  to change  the name and  exterior  and  interior  signage of the
Building  so as to reflect its new name;  provided  that any changes in the name
and  exterior  signage of the  Building  shall not  materially  differ  from the
original design for Landlord  Signage (i.e.,  signage used by Landlord in ground
floor lobby area,  parking area, loading dock area and on the Building exterior)
that shall be presented to and approved by Tenant.

     (d) Landlord Signage. Tenant shall have reasonable approval of any proposed
material  changes to  Landlord  Signage  (except  for the  parking  area and the
loading dock area).

Notwithstanding  the  foregoing,  Landlord  shall not be  required  to submit to
Tenant for Tenant's approval, or to consult with Tenant regarding, the design of
any signage  that  Landlord or a tenant other then Tenant may wish to install on
the  interior  of  a  Multi-Tenant  Floor  in  the  Building,   the  design  and
installation  costs of which shall be the sole  responsibility of Landlord or of
that other tenant.  Tenant shall  likewise be free to install any signage Tenant
may wish to install on the interior of a Single  Tenant Floor  ("Tenant  Signage
I"), the design and installation costs of which shall be the sole responsibility
of Tenant.  Except where otherwise provided above, Tenant shall have no right to
install or display any sign, placard, picture, advertisement,  name or notice on
any part of the outside or on the inside  (visible  from the  exterior or in the
first floor lobby of the  Building)  of the Building  without the prior  written
consent  of  Landlord  ("Tenant  Signage  II").  All  Tenant  Signage H shall be
printed,  painted,  affixed or  inscribed  at the  expense of Tenant by a person
approved by Landlord,  using  materials  approved by Landlord and in a style and
format reasonably approved by Landlord.

     (e) Tenant's  Obligations  Upon  Termination.  Upon the  termination of the
Lease,  Tenant shall remove,  at Tenant's  expense,  all Rooftop  Signs,  Tenant
Signage I and Tenant Signage II (collectively  "Tenant's Signs") and restore the
Building  and Premises to the  condition  they were in before  Tenant  installed
Tenant's  Signs.  If Tenant shall fail to remove  Tenant's Signs and restore the
Building and Premises to their former condition,  Landlord shall have the right,
at Tenant's  expense,  to remove  Tenant's Signs and to restore the Building and
Premises to their former condition.

                                       42




<PAGE>


     56. Telecommunications.

     (a) Generally. Subject to the provisions of this Paragraph 56, Tenant shall
have the right to erect telecommunications transmission and reception facilities
and equipment ("TE") on the roof of the ,Building.  Landlord  acknowledges that,
pursuant to the  provisions of the Prior Lease,  Tenant has  previously  erected
certain  TE on the  Building  which  Landlord  has  approved;  such TE  shall be
governed by the  provisions of this  Paragraph 56. Tenant shall submit its plans
for changes to or for  additional  TE to Landlord for  Landlord's  prior written
approval  before  Tenant  shall  make any  changes  to or erect  additional  TE.
Landlord shall not unreasonably  withhold,  condition or delay its approval, but
Landlord may withhold its approval if Landlord shall determine that such changes
to or additional TE, if built as Tenant proposes, would either pose a structural
threat to the  Building or have an adverse  aesthetic  impact  thereupon,  which
determination of adverse aesthetic impact shall be based solely on the aesthetic
impact the  proposed  changes  to or  additional  TE would have on the  Building
without any special  consideration  being given to the aesthetic impact it would
have on any other  particular  buildings  in the area.  Tenant  agrees  that the
design of TE, both before and after it shall be built,  shall be subject to such
reasonable  aesthetic  controls as Landlord may deem it  appropriate  to impose.
Subject to the  provisions of this  Paragraph  56(a),  Landlord and Tenant agree
that each of them shall make every reasonable  effort to insure that TE shall be
built in the event that  Tenant  shall  decide  that it wants to change or erect
additional TE.

     (b)  Limitations.  If TE  shall be  built,  it  shall  be used  solely  and
exclusively by Tenant only for such purposes as a financial  institution of like
kind as Tenant would use TE for in the course of its normal  business  dealings.
Tenant shall not install any radio or  television  antenna,  loudspeaker  or any
other device on the roof or exterior walls of the Building other than TE. Tenant
shall not operate TE so as to interfere with radio or television broadcasting or
reception from or in the Building or elsewhere.

     (c) Costs;  Tenant's  Obligations U]Upon Termination.  All costs associated
with  the  (resign,  installation  and  maintenance  of  TE,  including  all  of
Landlord's reasonable  out-of-pocket costs incurred in reviewing plans submitted
to it for its approval,  shall be the sole  responsibility  of Tenant.  Upon the
termination  of this Lease,  Tenant  shall remove TE and restore the Building to
the condition  that it was in before TE was  installed.  If Tenant shall fail to
remove TE and  restore  the  Building  to its  former  condition  to  Landlord's
satisfaction,  Landlord shall have the right, at Tenant's expense, to cause this
work to be done.

                                       43



<PAGE>


     57. Building Security.

     (a) Central  Console;  Access.  Landlord  shall  provide  security  for the
Building  as  follows:  security  manpower  shall  consist of one (1)  position,
staffed on a twenty-four  (24) hour basis,  every day.  There shall be a central
console  (the  "Central  Console")  in the main floor  lobby  area.  The Central
,Console  shall be  connected  to,  and  continuously  display  data  from,  the
following  closed  circuit TV cameras:  one in the loading dock area, one in the
freight  elevator,  one at the entrance to the  Building's  below-grade  parking
area,  and one at the main floor exit  within  each of the  Building's  two fire
stairs.  The Central Console shall also be connected to motion detectors in both
fire stairs between the main and second floors and shall control, subject to the
permission of the appropriate authorities,  temporary egress restriction devices
attached to the main floor exits for both fire stairs. Access to and egress from
the  Building  and the  Building's  parking  areas  during  such off hours ("Off
Hours") as Landlord may from time to time specify in writing shall be by a "card
key" system,  which system shall have, at a minimum, an access/no-access  reader
at the Central  Console and card key  controllers  in each of two (2)  passenger
elevators.

     (b) Keys.

          (i) Tenant  shall not alter any lock or install any new or  additional
     locks or bolts in the Premises except for such locks or bolts as Tenant may
     decide to install in order to  restrict  access to  certain  limited  areas
     ("Secured  Areas") in the  Premises  which Tenant may  reasonably  conclude
     require an  extraordinary  level of protection  and security.  Tenant shall
     from time to time  identify  to  Landlord  in  writing  what areas it shall
     intend to convert to Secured  Areas,  which areas may, but not  necessarily
     shall, be the areas around Tenant's federal reserve terminal, Tenant's main
     computer,  and the like.  Landlord hereby agrees that for so long as Tenant
     or an  Affiliated  Company  shall occupy space in the Building  pursuant to
     this Lease (A) Tenant shall be the only one to have keys ("Tenant Keys") to
     the  Secured  Areas and (B) no one,  including  Landlord,  shall  enter the
     Secured Areas except upon Tenant's  invitation  and  accompanied  by a duly
     authorized  representative  of Tenant.  Notwithstanding  the above,  Tenant
     shall cause to be  delivered  to Landlord all Tenant Keys that Tenant or an
     Affiliated Company shall have had in its possession as soon as Tenant or an
     Affiliated  Company shall cease to occupy space in the Building pursuant to
     this Lease.

          (ii) Tenant shall bear the  responsibility  for all  reasonable  costs
     that  Landlord  may incur,  whether  during the Term or at the  termination
     thereof,  as a result of Tenant's having lost any Tenant Keys.  Tenant also
     hereby  agrees to assume full  liability  and to indemnify  Landlord and to
     hold Landlord harmless ("Secured Area Indemnity Promise") in the event that
     Landlord or any other tenant in the Building shall suffer loss or damage of
     any kind  whatsoever or in the event that the Building  itself shall suffer
     loss or  damage  of any kind  whatsoever  as a result  of  Tenant's  having
     established Secured Areas for which Landlord shall have no key and to which
     Landlord  cannot gain  access  except  upon being  invited and  escorted by
     Tenant.  Tenant hereby  acknowledges that Landlord would not have agreed to
     Tenant's  being able to establish  Secured  Areas in the  Premises  without
     having  received the Secured Area Indemnity  Promise as  consideration  for
     agreeing  thereto,  and nothing in this Lease shall be  construed  so as to
     modify or limit in any way the Secured Area Indemnity Promise. This Secured
     Area  Indemnity  Promise  shall be in addition  to, and shall itself not be
     interpreted so as to limit or modify,  any other promises of indemnity that
     Tenant may have given Landlord in this Lease.

                                       44


<PAGE>


     58. Notice.

     (a)  All  notices,  consents,   demands,  requests,   documents,  or  other
communications  (other than  payment of rent)  required or  permitted  hereunder
(collectively,  "notices")  shall be sent by nationally  ,recognized air express
overnight courier (with signed receipts) or by certified mail,  postage prepaid,
return receipt requested. The addresses of the parties for notices are set forth
in Paragraph 1, or any such other addresses subsequently specified by each party
in notices given pursuant to this Paragraph 58. Notices shall be deemed given on
the date of  delivery  (or the date  delivery is refused by the  addressee),  as
evidenced by the return receipt (if such notice is delivered via certified mail)
or by the signed receipt (if delivered via overnight courier).

     59. Storage Space. Landlord agrees to provide Tenant with approximately 658
aggregate Rentable Square Feet of storage space (the "Storage Space") located on
the first (lst) floor of the  Building,  which is  currently  being  utilized by
Tenant.  During the Original  Term,  Tenant shall pay Landlord,  as rent for the
Storage  Space,  the sum of $15.00  per  Rentable  Square  Foot per year  (i.e.,
$822.50 per month); such payment shall be deemed additional rent hereunder. Rent
payable by Tenant for the Storage Space during the First  Extension Term and the
Second  Extension  Term  shall  be  determined  pursuant  to the  provisions  of
Paragraph 5(d) above,  as part of the  determination  of the Market Rate payable
for the Premises during the applicable  Extension Term. Tenant acknowledges that
Landlord,  by  providing  Tenant with the Storage  Space,  is not  assuming  the
responsibility  to ensure the  security of or provide  security  for the Storage
Space,  and Tenant  hereby waives all claims  against  Landlord for damage to or
theft of any  property  stored by Tenant in the Storage  Space.  Landlord  shall
deliver  the  Storage  Space to Tenant in its  "as-is"  condition,  without  any
obligation  on the part of Landlord to remodel,  refurbish or otherwise  improve
the Storage Space.  Landlord shall have the right,  upon thirty (30) days' prior
notice to Tenant,  to relocate the Storage Space to another area or areas of the
Budding of approximately the same aggregate  Rentable Square Feet as the Storage
Space; in the event of such relocation of the Storage Space,  Landlord shall pay
Tenant's reasonable costs of moving materials stored in the Storage Space to the
replacement Storage Space. Tenant shall have the right to terminate its lease of
the Storage Space by irrevocable written notice to Landlord at least ninety (90)
days prior to the  anticipated  date of  termination  of  Tenant's  lease of the
Storage Space.

     60. Tenant's  Corporate  Existence.  Tenant agrees that it will, during the
term  of this  Lease,  (i)  remain  a  state  or  national  bank,  federally  or
state-chartered savings and loan association or savings bank or trust company or
other financial  institution  subject to supervision and examination by state or
federal  regulatory  authorities  and (ii)  will  remain  in good  standing  and
qualified to do business  under the laws of the United  States of America or the
state in which it is  organized  and the laws of the  State of  California;  and
(iii) will not dispose of all or substantially all of its assets nor consolidate
with nor merge into another  corporation  unless (A) such  disposal of assets or
merger shall,  if required,  be approved by the federal  and/or state  authority
responsible  for  regulating  Tenant;  (B) the  acquirer  of its  assets  or the
corporation  with which it shall  consolidate or into which it shall merge shall
be a  corporation,  association,  savings bank or trust  company  organized  and
existing  under the laws of the United States of America or one of the states of
the United States of America and shall be qualified or  authorized  and admitted
to do business in the State of California; (C) the consolidation or merger shall
not affect the validity or enforceability of the Lease; and (D) if Tenant is not
the surviving  entity,  the acquirer of Tenant's assets or the entity with which
Tenant shall  consolidate  or into which  Tenant  shall merge shall  deliver all
documentation,  in form and  substance  satisfactory  to Landlord  necessary  to
effect the  assumption  of all the  obligations  imposed by this Lease on Tenant
hereunder.


                                       45

<PAGE>


     61.  Payments.  Whenever this Lease shall call for Tenant to make payments,
of any kind  whatsoever,  to  Landlord,  those  payments  shall be  deemed to be
additional rent, unless otherwise expressly stated.

     62.  Tenant's ATM.  Tenant shall have the right to install one (1) ATM in a
mutually agreed ,upon location on the ground floor of the Building either on the
inside or  outside  of the  Building,  on such  terms and at such  rental as are
mutually agreed upon by Landlord and Tenant.

     63. Lobby. Landlord and Tenant acknowledge that, pursuant to the provisions
of the  Prior  Lease,  the  design of the  ground  floor  lobby of the  Building
("Lobby") was mutually approved by Landlord and Tenant.  Landlord agrees that if
Landlord contemplates the construction or performance of any material changes to
the Lobby,  Landlord  will  consult  with  Tenant in advance  and  describe  the
proposed  changes to Tenant,  and shall afford Tenant the right to provide input
into the design process for any such material change.

     64. Building Curtain Walls/Windows. The parties hereby acknowledge that, as
of the date of this Lease, Landlord is contemplating alternatives for corrective
work to be performed on the exterior of the  Building's  curtain wall and on the
Building's  exterior  window design.  Landlord  shall use reasonable  efforts to
determine the most  cost-efficient  method of performing  corrective work on the
Building's  exterior  curtain  wall and  windows in a manner that  restores  the
Building  exterior  to  a  first-class  condition  and  appearance,  and  Tenant
acknowledges  that such efforts on the part of Landlord,  if diligently  carried
out, shall constitute Landlord's compliance with its obligations to maintain the
Building in first-class  condition,  as respects the Building's curtain wall and
exterior windows, as described in this Lease. Landlord agrees to consult in good
faith with Tenant with respect to the proposed designs and methods of performing
such work, and to solicit  Tenant's  comments and input on such matters prior to
commencing such work.

     65. Design Representations.  Landlord and Tenant acknowledge that, pursuant
'to the provisions of the Prior Lease, the following Design Representations were
incorporated therein;  Landlord hereby reaffirms the Design Representations,  as
follows:

          (i) Floor slabs in the Building  were  constructed  for a live load of
     fifty (50)  pounds per square  foot plus a load of twenty  (20)  pounds per
     square foot for  partitions.  Notwithstanding  the  foregoing,  floor slabs
     within ten (10) feet of the  perimeter of the core were  constructed  for a
     live load of eighty (80) pounds per square foot.

          (ii)  The  Building's   elevator  system,  when  fully  installed  and
     operational,  was designed to meet or exceed the criteria  established  for
     the system by the Lerch,  Bates-and  Associates  report  dated  February 1,
     1984, which criteria include the following: The Building shall have six (6)
     elevators which shall travel at a speed of no less than five-hundred  (500)
     feet per minute.  The elevators shall leave the lobby of the Building at an
     average    interval    of    no    less    than    one    elevator    every
     twenty-eight-and-one-half (28.5) seconds.

          (iii) The Building's electrical system was designed to provide two (2)
     watts of power per Rentable Square Foot for the general use of tenants.  As
     regards lighting in the Building,  the electrical system was designed so as
     to conform with all  applicable (as of the date of design)  federal,  state
     and municipal laws, rules and regulations.

          (iv) Each floor of the Building has one lighting  panel with a minimum
     of twenty-four (24) breakers.

                                       46

<PAGE>



          (v) Each floor of the  Building  has two power  panels for general use
     with forty-two (42) breakers in each power panel.

          (vi)  Telephone  riser  openings in the  Building  are large enough to
     accommodate  six inch by eighteen inch (6" x 18") cable trays on the second
     (2nd) through the seventeenth (17th) floors of the Building.  Each floor of
     the Building has two (2)  telephone  equipment  rooms,  each of which rooms
     have plywood backboards.

          (vii) The  Building's  security  system  includes eight closed circuit
     television cameras, located as follows: one (1) each in stairwell #2 coming
     down from the Tower,  stairwell #4,  elevator #7,  corridor #1 13,  loading
     dock #109 and inside the PI level plus two (2) in corridor #1 12.

          (viii) The  Building's  HVAC  system is a VAV double  (i.e.,  cold and
     bypass loop) duct system with air handling units  controlled by a pneumatic
     system for each floor.

          (ix)  All  "life  safety  systems"  required  by  federal,  state  and
     municipal  laws,  rules and  regulations  in effect as of the date of their
     design have been stubbed into each floor for the use of tenants.

          (x) The Building consists of seventeen (17) floors including the lobby
     level.

               Landlord  further  agrees  that any  changes in the design of the
          Budding that would materially effect the Building's  conformity to the
          Design  Representations  shall  require the prior  written  consent of
          Tenant, which consent shall not be unreasonably withheld.

     66. Broker. Each party hereby represents and warrants to the other that, in
the  negotiation  and  execution  of this Lease,  it has not dealt with any real
estate  broker or consultant  who would have any claim for a commission,  fee or
other  compensation from the other based upon the execution and delivery of this
Lease, and each party hereto shall indemnify, defend, protect and hold the other
harmless from and against any breach of the foregoing representation.

     67. Tenant's  Approval Rights  Regarding  Property  Manager.  If during the
Term,  Landlord desires to replace the property  management  company  performing
management  services for the Building  with a new  property  management  company
(other than an affiliate  or  subsidiary  or parent of the  property  management
company managing the Building as of the Commencement Date, Prentiss  Properties,
it being agreed that any such affiliate,  subsidiary or parent shall not require
Tenant's prior approval),  Landlord shall notify Tenant of such fact, specifying
in such notice the name of the proposed  replacement property management company
("Replacement")  and a description  of - the proposed  Replacement  and the date
upon which  Landlord  proposes  to effect  such  change in  property  management
companies.  Tenant  shall  have the  right to  approve  such  Replacement,  such
approval not to be  unreasonably  withheld,  conditioned or delayed,  by written
notice delivered to Landlord within ten (10) business days following delivery of
Landlord's  notice.  If  Tenant  fails to timely  notify  Landlord  of  Tenant's
approval or  disapproval  of  Landlord's  proposed  Replacement,  Tenant will be
deemed to have approved Landlord's proposed  Replacement.  If Tenant disapproves
Landlord's proposed Replacement, Tenant shall state with specificity the reasons
for such  disapproval  (any notice of  disapproval  not  containing  a specified
rationale for and explanation of such disapproval shall be irrevocably deemed to
be a notice of Tenant's  approval) and, promptly  following delivery of Tenant's
notice of disapproval,  Landlord and Tenant (and, if necessary,  representatives
of Landlord's proposed  Replacement) will meet in a good faith, diligent attempt
to either  reach an  agreement  on either  the  grounds  upon  which  Landlord's
proposed  Replacement  would be  acceptable  to Tenant or an alternate  property
management company. If,

                                       47

<PAGE>


within  ten  (10)  business  days  following  delivery  of  Tenant's  notice  of
disapproval,  Landlord  and Tenant  have not  reached  agreement  on the matter,
Landlord shall  thereafter  have the right to require the matter to be submitted
to arbitration by written notice to Tenant, as follows:

          (i) Landlord, in its notice of arbitration,  shall specify the name of
     an independent,  ,third party,  nationally  recognized  property management
     company  or  consultant  familiar  with the  operation  and  management  of
     commercial  office  buildings  in the  Comparison  Area,  and  engaged in a
     practice related to the operation and management of office buildings for at
     least the  immediately  preceding ten (10) years.  Within five (5) business
     days  following  notice  of  such  designation,  Tenant  shall  specify  an
     additional  arbitrator,  similarly  qualified,  or agree to use  solely the
     arbitrator  specified by  Landlord;  if Tenant fails to so specify a second
     arbitrator,  or agrees to use solely the arbitrator  specified by Landlord,
     the arbitrator  specified by Landlord shall be deemed to be the "Management
     Arbitrator" (defined below).

          (ii) The two  arbitrators  selected  shall  jointly agree upon a third
     arbitrator,  similarly  qualified,  within five (5) business days following
     the  selection  of the  second  arbitrator  (said  third  arbitrator  being
     referred to herein as the "Management Arbitrator").

          (iii) Within ten (10) days  following the selection of the  Management
     Arbitrator,  Landlord  and Tenant  shall  submit such  written  statements,
     documentation,  correspondence or other material as they may deem desirable
     or  necessary  to state the  rationale  of its  proposed  Replacement.  'Me
     Management   Arbitrator  shall,  if  it  so  desires  (but  the  Management
     Arbitrator shall not be obligated to),  schedule a hearing date within five
     (5) business days of such submission,  and if such hearing is scheduled, on
     said hearing  date  Landlord  and Tenant (or their  representatives)  shall
     appear before the Management  Arbitrator to make such oral presentations as
     the  Management  Arbitrator  requests and respond to any questions that the
     Management  Arbitrator may pose regarding the issue.  The hearing shall not
     extend  beyond  one  (1) day in  length.  Within  five  (5)  business  days
     following  the  hearing  (or if no  hearing is  scheduled,  within ten (10)
     business  days  following the receipt by the  Management  Arbitrator of all
     written  statements,   documentation,   correspondence  or  other  material
     submitted to the  Management  Arbitrator  by the parties),  the  Management
     Arbitrator   shall  issue  a  written   decision  as  to  whether  Tenant's
     disapproval is reasonable or  unreasonable.  If the  Management  Arbitrator
     determines  that  Tenant's  disapproval  is  reasonable,   the  Replacement
     selected by Landlord  shall not become the manager of the  Building and the
     property  management  company  shall remain  unchanged.  If,  however,  the
     Management Arbitrator determines that Tenant's disapproval is unreasonable,
     Landlord shall be free to retain Landlord's proposed  Replacement to act as
     the property manager for the Building.  The determination of the Management
     Arbitrator  shall be final and binding and,  promptly  upon receipt of such
     determination, enter into a letter agreement consistent with the Management
     Arbitrator's determination amending the Lease.

          (iv) The costs and fees of the Management  Arbitrator  shall be shared
     equally by Landlord and Tenant.

          (v) If, during the Term,  Landlord  desires to replace the  individual
     acting  as the  Building  manager  for  the  Building  with a new  manager,
     Landlord  shall notify  Tenant of such fact,  specifying in such notice the
     name of the proposed replacement Building manager and Tenant shall have the
     right  to  approve  such  Building   manager,   such  approval  not  to  be
     unreasonably withheld,  conditioned or delayed, by written notice delivered
     to Landlord within ten (10) business days following  delivery of Landlord's
     notice.  If Tenant fails to timely notify Landlord of Tenant's  approval or
     disapproval of Landlord's  Building manager,  Tenant will be deemed to have
     approved  Landlord's  proposed  Building  manager.  If  Tenant  disapproves
     Landlord's  proposed Building manager,  Tenant shall state with specificity
     the reasons for such disapproval (any notice of disapproval not containing,
     a specified  rationale for and  explanation  of such  disapproval  shall be
     irrevocably deemed to be a notice of Tenant's approval).

                                       48
<PAGE>


          (vi) If at any time  during  the  Term,  Landlord  sells,  conveys  or
     otherwise  transfers its ownership interest in the Building,  the foregoing
     provisions of this  Paragraph 67 shall not be applicable if the  transferee
     is an  institutional  owner of office buildings who retains an experienced,
     reputable,  regionally or nationally recognized property management company
     to manage the Building.

     68. Miscellaneous Payments. During the Term, Landlord provide Tenant with a
monthly  consolidated  statement  setting forth the amount payable  hereunder by
Tenant for  miscellaneous  charges (for example,  but not by way of  limitation,
charges for after-hours air conditioning, miscellaneous parking fees (other than
those  described  in  Paragraph  35 above)  and other  costs  payable  by Tenant
hereunder exclusive of Annual Basic Rent and the amount previously  estimated by
Landlord for Operating  Expenses)  ("Miscellaneous  Charges"),  setting forth in
reasonable  detail  each item and  amount of  Miscellaneous  Charges  payable by
Tenant hereunder.  Landlord acknowledges that Tenant shall have no obligation to
pay  Miscellaneous  Charges unless such  consolidated  statement is delivered to
Tenant;  amounts set forth in such  consolidated  statement  shall be due thirty
(30) days following delivery of such consolidated statement to Tenant.

                                       49
<PAGE>


      IN WITNESS WHEREOF,  the parties have executed this Lease the day and year
first above written.

                                    LANDLORD:

                                        PC OAKLAND ASSOCIATES LTD,
                                        a California limited partnership

                                        By: Prentiss Properties WSC, Inc., A
                                            Delaware corporation general partner


                                        By:     /s/ David C. Robertson
                                        Title:  Senior vice President


                                        By:     /s/ J. Kevan Dilbeck
                                        Title:  Vice President




                                     TENANT:

                                        WORLD SAVINGS AND LOAN ASSOCIATION,
                                        a Federal Savings and Loan Association


                                        By:     /s/  Richard A. Crane
                                        Title:  Senior Vice President


                                       50
<PAGE>



                               SCHEDULED EXHIBITS


Exhibit A - Rules and Regulations

Exhibit B - Termination Agreement

Exhibit C - Janitorial Standards

Exhibit D - Subordination of Deed of Trust

<PAGE>



                                    EXHIBIT A

                              RULES AND REGULATIONS

1. No sign, placard, picture,  advertisement,  name or notice shall be installed
or displayed  on any part of the outside or inside of the  Building  without the
prior written consent of Landlord.  Landlord shall have the right to remove,  at
Tenants expense and without notice, any sign installed or displayed in violation
of this rule. All approved signs or lettering on doors,  windows and walls shall
be printed,  painted,  affixed or inscribed at the expense of Tenant by a person
chosen by  Landlord,  using  materials of  Landlord's  choice and in a style and
format approved by Landlord.

2. Tenant must use Landlord's  blinds in all exterior window offices.  No awning
shall be permitted on any part of the Premises.  Tenant shall not place anything
against or near glass partitions or doors or windows, which may appear unsightly
from outside the Premises.

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

4. The directory of the Building will be provided exclusively for the display of
the name and location of Tenants only and Landlord reserves the right to exclude
any other names therefrom.

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

6. Tenant,  upon the  termination of its tenancy,  shall deliver to Landlord the
keys of all doors which have been furnished to Tenant,  and in the event of loss
of any keys so furnished, shall pay Landlord therefor.

7 . Any  freight  elevator  shall be  available  for use by all  tenants  in the
Building,  subject to such  reasonable  scheduling as Landlord in its discretion
shall deem appropriate. No equipment,  material, furniture,  packages, supplies,
merchandise or other property will be received in the Building or carried in the
elevators  except  between such hours and in such elevators as may be designated
by Landlord.

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

<PAGE>


 9.  Tenant  shall not use or keep in the  Premises  any  kerosene,  gasoline or
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment. Tenant shall not
use or permit to be used in the Premises  any foul or noxious gas or  substance,
or permit or allow the Premises to be occupied or used in a manner  offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors or  vibrations,  nor  shall  Tenant  bring  into or keep in or  about  the
Premises any birds or animals other than those required by law (e.g., seeing eye
dogs).  Business  machines and  mechanical  equipment  belonging to Tenant which
cause noise and/or  vibration  that may be  transmitted  to the structure of the
Building  shall be placed  and  maintained  by Tenant at  Tenant's  expense,  in
setting of cork,  rubber,  or spring  type noise  and/or  vibration  eliminators
sufficient to eliminate vibration and/or noise.

10. Tenant shall not use any method of 'heating or  air-conditioning  other than
that supplied by Landlord.

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

12. Landlord  reserves the right to exclude from the building  between the hours
of 6 p.m. and 7 a.m. the following day, or such other hours as may be reasonably
established from time to time by Landlord,  and on Saturdays,  Sundays and legal
holidays,  any person unless that person is known to the persons, or employee in
charge  of the  Building  and has a pass  or is  properly  identified.  Tenant's
employees  or agents,  or anyone  else who desires to enter the  Building  after
normal business hours, may be required to provide appropriate identification and
sign in upon entry,  and sign out upon leaving,  giving the location during such
person's  time of arrival and  departure,  and shall  otherwise  comply with any
reasonable  access  control  procedures  as  Landlord  may  from  time to , time
institute  Tenant  shall be  responsible  for all persons for whom it  requests,
passes and shall be liable to Landlord  for all acts of such  persons.  Landlord
shall not be liable for damages for any error with regard to the admission to or
exclusion  from the  Building  of any  person.  Landlord  reserves  the right to
prevent access to the Building in ease of invasion, mob, riot, public excitement
or other commotion by closing the doors or by other appropriate action.

13.  Tenant shall close and lock the doors of its Premises and entirely shut off
all water faucets or other water apparatus,  and electricity,  before Tenant and
its employees leave the Premises.  Tenant shall be responsible for any damage or
injuries  sustained by other tenants or occupants of the Building or by Landlord
for noncompliance with this rule.

14. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any other  purpose  other than that for which they were  constructed
and no foreign  substance of any kind whatsoever  shall be thrown  therein.  The
expense of any breakage, stoppage or damage resulting from the violation of this
rule shall be home by the tenant who, or whose employees or invitees, shall have
caused it.

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

16.  Tenant  shall not install  any radio or  television  antenna,  loudspeaker,
cabling,  fiber or other device on the roof,  building core or exterior walls of
the Building.  Tenant shall not interfere with radio or television  broadcasting
or reception from or in the Building or elsewhere.

17.  Tenant  shall not mark,  drive nails,  screw or drill into the  partitions,
woodwork  or  plaster or in any way deface  the  Premises  or any part  thereof,
except to install  normal wall hangings.  Landlord  reserves the right to direct
electricians  as to method where and how telephone and computer  wires are to be
introduced to the Premises. Tenant shall not cut or bore holes for wires. Tenant
shall not affix any floor  covering  to the floor of the  Premises in any manner
except as approved by Landlord. Tenant shall repair any damage

                                    A-2

<PAGE>

resulting from noncompliance with this rule.

18. Canvassing,  soliciting and distribution of handbills,  or any other written
material,  and peddling in the Building  are  prohibited,  and each tenant shall
cooperate to prevent same.

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

20.  Tenant shall store all its trash and garbage  within its  Premises.  Tenant
shall not place in any trash 20. box or receptacle any material, which cannot be
disposed of in the ordinary and customary manner of trash and garbage  disposal.
All garbage and refuse  disposal  shall be made in  accordance  with  directions
issued from time to time by Landlord.

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

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

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

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

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

26.  The  requirements  of Tenant  will be  attended  to only  upon  appropriate
application to the office of the Building by authorized individual. Employees of
Landlord  shall not  perform any work or do  anything  outside of their  regular
duties  unless under  special  instructions  from  Landlord,  and no employee of
Landlord  will admit any  person  (Tenant or  otherwise)  to any office  without
specific instructions from Landlord.

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

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

29.  Landlord  reserves  the right to make such other and  reasonable  Rules and
Regulations as, in its reasonable judgment,  may from time to time be needed for
safety and  security,  for care and  cleanliness  of the  Building,  and for the
preservation of good order and operations therein,  provided that any such Rules
and  Regulations  shall not  unreasonably  interfere  with  Tenant's  use of the
Premises.  Tenant agrees to abide by all such Rules and Regulations herein above
stated and an, additional rules and regulations which are adopted.

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

                                       A-3

<PAGE>

31.  Landlord  has the right to evacuate  the  Building in event of emergency or
catastrophe or as a drill.

32. If any  governmental  license or permit shall be required for the proper and
lawful conduct of Tenant's business, Tenant before occupying the Premises, shall
procure  and  maintain  such  license  or permit  and  submit it for  landlord's
inspection.  Tenant shall at all times comply with the terms of any such license
or permit.

33. In the event of any conflict, inconsistency, or other difference between the
terms and  provisions  of these Rules and  Regulations,  as now or  hereafter in
effect  and the terms and  provisions  of any lease now or  hereafter  in effect
between  Landlord and any tenant in the Building,  Landlord shall have the right
to rely on the  term or  provision  in  either  such  lease  or such  Rules  and
Regulations  which is most  restrictive  on such  tenant and most  favorable  to
Landlord.

34.  Landlord shall not be responsible for the repair or maintenance of Tenant's
non-standard equipment used exclusively in Tenant's premises whether or not such
equipment was installed by Landlord or its agents.  Such equipment  includes but
is  not  limited  to:  dishwashers,   garbage  disposals,   hot  water  heaters,
insta-hots,  custom  lighting,  exhaust fans,  electric  screens,  electric door
closers,  HVAC heat pumps,  alarms,  transformers,  garbage compactors and water
filters.  Tenant shall  maintain such  non-standard  equipment in good operating
condition.  The  above  equipment  shall  not be  installed  without  Landlord's
approval,   which  may  be  reasonably  conditioned  upon  certain  installation
standards,  equipment  standards  or other  operational  reasons.  Landlord  may
reasonably  require  Tenant,  at Tenant's  sole expense,  to secure  appropriate
repair and maintenance contracts for its equipment.



                                      A-4

<PAGE>



                                    EXHIBIT B

                           LEASE TERMINATION AGREEMENT

     THIS  LEASE  TERMINATION  AGREEMENT  ("Agreement")  is  entered  into as of
January 1, 1998 by and between  WORLD  SAVINGS AND LOAN  ASSOCIATION,  a Federal
Savings and Loan Association ("Tenant") and PC OAKLAND ASSOCIATES, LTD.
("Landlord"),  with reference to the following  facts:

     1.  Pursuant to the terms of that  certain  Lease  dated April 6, 1984,  as
amended   (collectively,    the   "Lease"),    CF-Oakland   Associates,    Ltd.,
predecessor-in-interest  to  Landlord,  leased  to  Tenant  certain  space  (the
"Premises")  located in the building  known as 1901  Harrison  Street,  Oakland,
California (the "Building").

     2.  Pursuant  to the terms of the Lease,  the term of the Lease is fixed to
expire, if not sooner terminated, as of November 30, 2000.

     3. The parties have negotiated the terms of a new lease governing  Tenant's
occupancy of the Premises (the "New Lease").  In order to allow the New Lease to
govern  Tenant's  occupancy  of the  Premises,  the parties  mutually  desire to
terminate the Lease pursuant to the terms and conditions set forth below.

     NOW, THEREFORE,  in consideration of the mutual terms and conditions herein
contained,  the parties hereby agree as follows  (capitalized  terms used herein
but not herein defined shall have the meanings given them in the Lease):

          (a)  Termination.  The term of the Lease shall terminate and expire as
     of December 31, 1997 (the "Effective Date").

          (b)  Payments.  Tenant  shall  continue  to pay all  rentals and other
     charges under the Lease through the Effective  Date,  all of which shall be
     prorated on a per them  basis.  Any  undetermined  charges may be billed to
     Tenant  when  determined  (and  Tenant's  obligation  to pay the same shall
     survive termination of the Lease).

          (c) Survival of Indemnity Obligations.  The parties hereto agree that,
     notwithstanding  the  termination  of the Lease  described  in  Paragraph 1
     above, the parties' respective indemnity  obligations under the Lease shall
     survive such  termination  with  respect to events or acts  occurring on or
     before the Effective Date.

          (d)  Representations.  Each party  represents to the other that it has
     full power and authority to execute this Agreement.  Each party  represents
     to the  other  that it has not made  any  assignment,  sublease,  transfer,
     conveyance or other  disposition  of the Lease or any interest in the Lease
     or the Premises,  and has no knowledge of any existing or threatened claim,
     demand, obligation, liability, action or cause of action arising from or in
     any manner connected with the Lease or the Premises by any other parry.



                                       52

<PAGE>


          (e)  Miscellaneous.   Warranties,  representations,   agreements,  and
     obligations  contained in this  Agreement  shall  survive the execution and
     delivery of this  Agreement and shall survive any and all  performances  in
     accordance  with this  Agreement.  'Ibis  Agreement  may be executed in any
     number of counterparts  which together shall  constitute the Agreement.  If
     any party obtains a judgment against any other party by reason of breach of
     this Agreement,  reasonable  attorneys' fees as fixed by the court shall be
     included in such  judgment.  This  Agreement  and the terms and  provisions
     hereof  shall  inure to the  benefit  of and be  binding  upon  the  heirs,
     successors and assigns of the parties.  This  Agreement  shall be construed
     and enforced in accordance with the laws of the state in which the Property
     is located.

          IN WITNESS  WHEREOF,  Landlord and Tenant have executed this Agreement
     as of the date first above written.

                              LANDLORD:      PC OAKLAND ASSOCIATES LTD.,
                                             a California limited partnership

                              By:  Prentiss Properties WSC, Inc.,
                                   a  Delaware corporation general partner


                                        By:     /s/ David C. Robertson
                                        Title:  Senior Vice President


                                        By:     /s/ J. Kevan Dilbeck
                                        Title:  Vice President




                                     TENANT:

                                        WORLD SAVINGS AND LOAN ASSOCIATION,
                                        a Federal Savings and Loan Association


                                        By:     /s/  Richard A. Crane
                                        Its:    Senior Vice President








                                       53

<PAGE>



                                    EXHIBIT C


NOTE:Tenant hereby agrees that the standards,  services and  specifications  set
     forth herein are  intended as base levels of  performance,  which  Landlord
     agrees to  provide.  Landlord  hereby  reserves  the right to modify or add
     freely  to  anything  contained  herein  as  long  as this  base  level  of
     performance is maintenance without in any way being liable to Tenant for so
     doing.

                            JANITORIAL SPECIFICATIONS

JANITORIAL SERVICE SPECIFICATIONS FOR TENANT SUITES AND COMMON AREAS ON

A. TENANT OCCUPIED FLOORS

     1 . Nightly Services

          a.   Secure all lights as soon as possible  each night.
          b.   Vacuum all carpets.
          c.   Dust mop all resilient and  composition  floors with treated dust
               mops. Damp mop to remove spills and water stains as required.
          d.   Dust all desks and office furniture with treated dust cloths.
          e.   Papers and folders on desks are not to be moved.
          f.   Sanitize all telephone receivers.
          g.   Empty all ashtrays and ash urns. Clean and sanitize as  required.
          h.   Empty all waste paper baskets  and other  trash  containers.
          i.   Remove all trash from floors to the designated trash areas.
          j.   Remove  fingerprints,  dirt,  smudges,  graffiti,  etc., from all
               doors, frames, glass partitions,  windows, light switches, walls,
               elevator door jambs and elevator interiors.
          k.   Return  chairs and  wastebaskets  to proper  positions.
          1.   Clean, sanitize and polish drinking fountains.
          m.   Police all service stairwells.
          n.   Police all interior public corridor planters.
          o.   Dust and remove debris from all metal door thresholds.
          P.   Wipe clean smudged bright work.
          q.   Spot clean all carpets, resilient and composition floors as
               required.
          r.   Check for  burned  out  lights  and  report  them to  supervisor.
               Janitorial Supervisor to leave list of burned out lights at lobby
               guard console on a nightly basis.
          s.   Vacuum clan and dust all private stairways.

     2. Weekly Services

          a.   Dust all low reach area  including,  but not  limited  to,  chair
               rungs, structural and furniture ledges, baseboards, window sills,
               door louvers, wood paneling molding, etc.
          b.   Dust inside of all door jambs.
          c.   Clean and police all metal door thresholds.
          d.   Wipe clean and polish all bright work.
          e.   Sweep all service stairwells.
          f.   Dust all vinyl base.
          g.   Edge all carpeted areas.

<PAGE>

          h.   Move all plastic carpet  protectors  and thoroughly  vacuum under
               and around all desks and office furniture.
          i.   Clean and  spray  buff all  building  standard  resilient  and/or
               composite flooring.
          j.   Hose down upper floor terraces.

     3. Monthly Services

          a.   Dust all high reach areas including,  but not limited to, tops or
               door frames,  structural and furniture  ledges,  air conditioning
               diffusers and return grills, tops of partitions,  picture frames,
               etc.
          b.   Vacuum upholstered furniture.
          c.   Wash wastebaskets.
          d.   Dust in place all pictures and wall hangings.
          e.   Dust or vacuum all air grills.

     4. Quarterly Services

          a.   Shower-scrub  otherwise  recondition all resilient or composition
               flooring  to  provide  a  level  of  appearance  equivalent  to a
               completely refinished floor.
          b.   Wash all chair pads.

     5. Semi-Annual Services

          a.   Steam extraction  shampooing with neutralizing rinse all carpeted
               floors public areas only. Submit proposed cleaning schedule.
          b.   Clean all glass walls.
          c.   Clean all exterior glass surfaces.

     6. Annual Services

          a.   Dust ceiling surfaces, other than acoustical ceiling material.
          b.   Clean all interior faces of the exterior glass.

B. RESTROOM SERVICE SPECIFICATIONS

     1.   Nightly Services

          a.   Restock  all  restrooms  with  supplies  from the  Owner's  stock
               including  paper towels,  toilet  tissue,  seat covers,  and hand
               soap, as required.
          b.   Restock all sanitary napkin and tampon dispensers from contractor
               stock,  as required.  Supplies for and proceeds from this service
               are the sole responsibility of the Janitorial Contractor.
          c.   Wash and polish all mirrors, dispensers,  faucets,  flushometers,
               and bright work with non-scratch disinfectant cleaners.
          d.   Wash and sanitize all toilets,  toilet  seats,  urinals and sinks
               with non-scratch disinfectant cleaner. Wipe dry all sinks.
          e.   Remove stains, descale toilets, urinals and sinks as required.
          f.   Mop all restroom floors with disinfectant germicidal solution.
          g.   Empty and  sanitize  all waste and  sanitary  napkin  and  tampon
               receptacles.
          h.   Remove all restroom trash from building.
          i.   Spot clean fingerprints, marks and graffiti from walls, partition
               glass, aluminum and light switches as required.

                                       C-2

<PAGE>


          j.   Empty and damp wipe all ashtrays.

     2. Weekly Services

          a.   Dust  all low  reach  and high  reach  areas  including,  but not
               limited to, structural  ledges,  mirror tops,  partition tops and
               edges, air conditioning diffusers and return air grills.

     3. Monthly Services

          a.   Wipe down all tile walls and metal  partitions.  Partitions shall
               be left in an unstreaked condition after this work.
          b.   Clean all ventilation grills
          c.   Dust all doors and door jambs.

     4. Quarterly Services

          a.   Thoroughly  clean and  reseal  all  ceramic  tile  floors,  using
               approved sealers.

     5. Tenant's private restrooms are to receive the same services as above.

C.   MAIN FLOOR ELEVATOR LOBBIES AND PUBLIC CORRIDORS SPECIFICATIONS

     1.   Nightly Services

          a.   Thoroughly  wash all swinging and revolving glass doors exclusive
               of tenant doors.
          b.   Spot  clean all  glass,  mirrors,  and the  corridor  side of all
               windows, and glass doors to tenant premises.
          c.   Spot  clean  all  chrome  bright  work  including  swinging  door
               hardware,  kick plates, base, waste paper receptacles,  planters,
               elevator call button plates, and visible hardware on the corridor
               side of tenant entry doors.
          d.   Spot clean all interior architectural aluminum finishes including
               the  corridor  side of all tenant area window and door frames and
               base.
          e.   Spot  clean  all wall  surfaces.
          f.   Thoroughly  clean all door  saddles of dirt and  debris.
          g.   Spot clean and dust  directory  board glass and  ledges.
          h.   Spot clean, sweep and damp mop all flooring.
          i.   Empty, clean and sanitize as required all waste paper baskets and
               refuse  receptacles.  
          j.   Vacuum all carpets and minor spot clean as necessary.
          k.   Spot clean all elevator doors and frames.
          1.   Police  all  areas  for  debris  at  least  once  during  daytime
               operating hours.

     2. Weekly Services

          a.   Spot clean, sweep, mop and buff all terrazzo flooring.

     3. Monthly Services

          a.   Thoroughly clean all chrome and  architectural  aluminum interior
               finishes.

                                       C-3

<PAGE>


 D.  PASSENGER ELEVATOR CLEANING SPECIFICATIONS

     1.   Nightly Services

          a.   Spot clean  interior  stainless  steel and chrome  surface of cab
               walls and doors.
          b.   Spot clean outside surfaces of all elevator doors and frames
          c.   Spot clean elevator cab floor carpeting.
          d.   Vacuum all cab floor  carpeting  thoroughly.  Edge all  carpeting
               thoroughly.
          e.   Vacuum all elevator thresholds.

     2. Weekly Services

          a.   Thoroughly  clean  entire  interior  stainless  steel and  chrome
               surfaces  of all doors and frames  and  outside  surfaces  of all
               doors and frames.
          b.   Steel wool clean all thresholds.

     3. Monthly Services

          a.   Steam extraction  shampooing with neutralizing rinse all elevator
               cab floor carpets.
          b.   Wipe clean all elevator cab lamps.
          c.   Wipe clean entire cab ceiling.

E. EXTERIOR STRUCTURE AND GROUNDS SERVICES SPECIFICATIONS

     1. Nightly Services

          a.   Police entire perimeter of Building  including  landscaped areas,
               storm drain  grills,  and  ventilation  grills  including  public
               sidewalk.
          b.   Spot sweep  accumulations of dirt, papers and leaves in all comer
               areas where wind tends to cause a collection of debris.
          c.   Spot clean and dust all architectural  aluminum and ledges around
               entrances to Building.
          d.   Spot clean all exterior glass at Building entrances.
          e.   Lift knap on all entry  walk-off  mats as necessary  with a heavy
               bristle brush vacuum.
          f.   Empty all waste receptacles and remove trash to designated area.
          g.   Sweep sidewalk,  steps and landscaped area, walks and benches. 
          h.   Hose down Building entrances as 'instructed.

     2. Quarterly Services

          a. Machine scrub or steam clean exterior sidewalk areas.




                                       C-4

<PAGE>





         RECORDING      REQUESTED      BY,)
         AND      WHEN           RECORDED,)
         RETURN TO:                       )
                                          )
         Prentiss Properties Acquisition  )
         Partners, L.P.                   )
         1901 Harrison Street, Suite 100  )
         Oakland, CA 94612                )


                         SUBORDINATION OF DEED OF TRUST


     PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., as owner and holder of that
certain  promissory  note dated October 31, 1 986, in the principal sum of Forty
Million  Dollars  ($40,000,000)  and of a  certain  Deed of Trust  of even  date
therewith  and securing  the said Note,  recorded on October 3, 1986, in Series
No. 86-270538  Official  Records,   Alameda  County,   California  (as  amended,
increased,  renewed,  extended,  spread,  consolidated,   severed,  restated  or
otherwise  changed from time to time),  now a first lien upon the premises  more
particularly demised and described in that certain Lease dated January 1, 1998,
by and between PC Oakland Associates Ltd., a California limited partnership,  as
Lessor,  and World  Savings  and Loan  Association,  a federal  savings and loan
association,  as Lessee, (the "Lease") and upon other property, all as described
in Exhibit A attached hereto, in consideration of such leasing and of the sum of
One ($1.00) Dollar and other good and valuable  consideration,  receipt of which
is hereby acknowledged.

     DOES  hereby  covenant  and  agree  that the said  Deed of Trust is  hereby
SUBORDINATED and shall remain SUBORDINATED to the said Lease.

     EXCEPT, HOWEVER, It is nevertheless expressly agreed that the Deed of Trust
shall be prior to the Lease as to the following:

     (a)  Any prior  right,  claim and lien of the said Deed of Trust in, to and
          upon any award or other  compensation  heretofore  or  hereafter to be
          made for  taking by eminent  domain of any part of the said  premises,
          and to the  right  or  disposition  thereof  in  accordance  with  the
          provisions of the said Deed of Trust,

     (b)  The prior  right,  claim and lien of the Deed of Trust in, to and upon
          any proceeds  payable  under all  policies of fire and rent  insurance
          upon the said premises and as to the right of  disposition  thereof in
          accordance with the terms of the said Deed of Trust, and

     (c)  The lien of any  judgment or  attachment  in favor of any  creditor of
          Lessee against any interest of Lessee under the terms of the

<PAGE>



          Lease.

     This Subordination shall insure to the benefit of and shall be binding upon
the undersigned, its successors and assigns.

     This  Subordination  may be executed in counterparts each of which shall be
deemed an original but all of which together  shall  constitute one and the same
instrument.

     IN WITNESS WHEREOF, the Subordination has been duly signed and delivered by
the undersigned this, 21st day of May, 1998.


                                    LANDLORD:

                                        PC OAKLAND ASSOCIATES LTD.,
                                        a California limited partnership

                                        By: Prentiss Properties WSC, Inc.,
                                        A Delaware corporation general partner


                                        By:  /s/  J. Kevan Dilbeck
                                             Vice President

<PAGE>



                               LESSEE'S AGREEMENT



     The undersigned,  as Lessee under the lease herein  described,  does hereby
accept and agree to the terms of the foregoing Subordination,  which shall inure
to the benefit of and be binding upon the undersigned and the heirs,  executors,
administrators,   legal   representatives,   successors   and   assigns  of  the
undersigned.

                                   WORLD SAVINGS and LOAN ASSOCIATION,
                                   a federal savings and loan association


                                   By:  Richard A. Crane
                                   Its: Senior Vice President

<PAGE>



CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ALAMEDA


On May 7, 1998, before me, Melissa L. Giomi,  Notary Public personally  appeared
Richard  A.  Crane,  personally  known to me and  proved  to me on the  basis of
satisfactory  evidence to be the person(s) whose names(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 his/her/their  signatures(s)
on the  instrument  the  person(s),  or the  entity  upon  behalf  of which  the
person(s) acted, executed the instrument.

                                   WITNESS my hand and official seal,

                                   /s/  Melissa L. Giomi
                                   ---------------------
                                    Signature of Notary

MELISSA L. GIOMI
COMM. # 1169690
NOTARY PUBLIC - CALIFORNIA
ALAMEDA COUNTY
My Commission Expires JAN 16, 2002

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

                                    OPTIONAL

Though the data below is not  required by law, it may prove  valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

     CAPACITY CLAIMED BY SIGNER              DESCRIPTION OF ATTACHED DOCUMENT

        INDIVIDUAL
     X  CORPORATE OFFICER(S)

        Title:                               Title or Type of Document:
        Senior Vice President                SUBORDINATION OF DEED OF TRUST
         
                                             3 pages

                                             Date of Document:
                                             May 7, 1998

                                       

<PAGE>


CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF TEXAS

COUNTY OF DALLAS

On May 21, 1998, before me, Carol Pierce,  Notary Public personally  appeared J.
Kevan  Dilbeck,  personally  known  to me  and  proved  to me on  the  basis  of
satisfactory  evidence to be the person(s) whose names(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 his/her/their  signatures(s)
on the  instrument  the  person(s),  or the  entity  upon  behalf  of which  the
person(s) acted, executed the instrument.

                                   WITNESS my hand and official seal,

                                    /s/ Carol Pierce
                                   ---------------------
                                    Signature of Notary

CAROL PIERCE 
MY COMMISSION EXPIRES 
January 19, 2001

<PAGE>


                                    EXHIBIT B

                           LEASE TERMINATION AGREEMENT

     THIS  LEASE  TERMINATION  AGREEMENT  ("Agreement")  is  entered  into as of
January 1, 1998 by and between  WORLD  SAVINGS AND LOAN  ASSOCIATION,  a Federal
Savings and Loan Association ("Tenant") and PC OAKLAND ASSOCIATES, LTD.
("Landlord"), with reference to the following facts:

     1.  Pursuant to the terms of that  certain  Lease  dated April 6, 1984,  as
amended   (collectively,    the   "Lease"),    CF-Oakland   Associates,    Ltd.,
predecessor-in-interest  to  Landlord,  leased  to  Tenant  certain  space  (the
"Premises")  located in the building  known as 1901  Harrison  Street,  Oakland,
California (the "Building").

     2.  Pursuant  to the terms of the Lease,  the term of the Lease is fixed to
expire, if not sooner terminated, as of November 30, 2000,

     3. The parties have negotiated the terms of a new lease governing  Tenant's
occupancy of the Premises (the "New Lease").  In order to allow the New Lease to
govern  Tenant's  occupancy  of the  Premises,  the parties  mutually  desire to
terminate the Lease pursuant to the terms and conditions set forth below.

     NOW, THEREFORE,  in consideration of the mutual terms and conditions herein
contained,  the parties hereby agree as follows  (capitalized  terms used herein
but not herein defined shall have the meanings given them in the Lease):

          (a)  Termination.  The term of the Lease shall terminate and expire as
     of December 31, 1997 (the "Effective Date").

          (b)  Payments.  Tenant  shall  continue  to pay all  rentals and other
     charges under the Lease through the Effective  Date,  all of which shall be
     prorated on a per them  basis.  Any  undetermined  charges may be billed to
     Tenant  when  determined  (and  Tenant's  obligation  to pay the same shall
     survive termination of the Lease).

          (c) Survival of Indemnity Obligations.  The parties hereto agree that,
     notwithstanding  the  termination  of the Lease  described  in  Paragraph 1
     above, the parties' respective indemnity  obligations under the Lease shall
     survive such  termination  with  respect to events or acts  occurring on or
     before the Effective Date.

          (d)  Representations.  Each party  represents to the other that it has
     full power and authority to execute this A-Agreement. Each party represents
     to the  other  that it has not made  any  assignment,  sublease,  transfer,
     conveyance or other  disposition  of the Lease or any interest in the Lease
     or the Premises, and has no knowledge of any existing, or threatened claim,
     demand, obligation, liability, action or cause of action arising from or in
     any manner connected with the Lease or the Premises by any other party.

<PAGE>


          (e)  Miscellaneous.   Warranties,  representations,   agreements,  and
     obligations  contained in this  Agreement  shall  survive the execution and
     delivery of this  Agreement and shall survive any and all  performances  in
     accordance  with this  Agreement.  This  Agreement  may be  executed in any
     number of counterparts  which together shall  constitute the Agreement.  If
     any party obtains a judgment against any other party by reason of breach of
     this Agreement,  reasonable  attorneys' fees as fixed by the court shall be
     included in such  judgment.  This  Agreement  and the terms and  provisions
     hereof  shall  inure to the  benefit  of and be  binding  upon  the  heirs,
     successors and assigns of the parties.  This  Agreement  shall be construed
     and enforced in accordance with the laws of the state in which the Property
     is located.

          IN WITNESS  WHEREOF,  Landlord and Tenant have executed this Agreement
     as of the date first above written.

                                    LANDLORD:

                                        PC OAKLAND ASSOCIATES LTD,
                                        a California limited partnership

                                        By: Prentiss Properties WSC, Inc.,
                                            a Delaware corporation
                                            general partner


                                        By:     /s/ David C. Robertson
                                        Title:  Senior vice President


                                        By:     /s/ J. Kevan Dilbeck
                                        Title:  Vice President


                                     TENANT:

                                        WORLD SAVINGS AND LOAN ASSOCIATION,
                                        a Federal Savings and Loan Association

                                        By:     /s/  Richard A. Crane
                                        Its:  Senior Vice President

<PAGE>


RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

World Savings and Loan Association
1901 Harrison Street
Oakland, CA 94612
Attn: Richard A. Crane

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

                               MEMORANDUM OF LEASE


     THIS MEMORANDUM OF LEASE (the "Memorandum"), is made as of January 1, 1998,
by and between PC OAKLAND  ASSOCIATES  LTD.,  a California  limited  partnership
("Landlord"), and WORLD SAVINGS AND LOAN ASSOCIATION, a federal savings and loan
association ("Tenant"), with reference to the following facts:

     A.  Landlord and Tenant are entering  into that certain  unrecorded  Lease,
dated as of January 1, 1998 (the "Lease"),  with respect to certain Premises (as
defined  in the  Lease)  located  on the real  property  commonly  known as 1901
Harrison Street, Oakland,  California,  which real property is more particularly
described on Exhibit A attached hereto and incorporated herein by reference.

     B.  Landlord  and  Tenant  desire  to give  public  notice of the terms and
conditions of the Lease.

     NOW, THEREFORE, the parties agree as follows:

     1. Lease.  Pursuant to the Lease,  Landlord  hereby  leases to Tenant,  and
Tenant hereby leases from Landlord, the Demised Premises on all of the terms and
conditions of the Lease,  which are  incorporated  herein by  reference,  for an
initial term of ten years commencing on January 1, 1998. Tenant has the right to
extend the initial term for two (2) consecutive  additional  periods of ten (10)
years each.

     2. Lease  Restrictions.  Pursuant to the Lease,  Landlord  covenants not to
lease any space on the ground floor of the Building (as defined in the Lease) to
any Financial Institution (as defined in the Lease).  Additionally,  if Landlord
leases space in the Building above the ground floor to a Financial  Institution,
Landlord will not provide such  Financial  Institution  with  exterior  Building
signage  or  with   prominent   ground   floor   lobby   signage   (other   than
Building-standard   signage  identifying  such  Financial   Institution  on  the
Building's lobby directory).

                                     - 1 -

<PAGE>


      3. Purpose of Memorandum. The purpose of this Memorandum is to give public
notice of the Lease and the terms and  conditions  related  thereto set forth in
the Lease (including,  without limitation,  the leasing  restrictions  described
above), and for no other purpose. The provisions of this Memorandum shall not in
any way change or affect the provisions of the Lease, express reference to which
is hereby made and the terms and  conditions  of which  remain in full force and
effect.

                                    LANDLORD:

                                        PC OAKLAND ASSOCIATES LTD,
                                        a California limited partnership

                                        By: Prentiss Properties WSC, Inc.,
                                            a Delaware corporation
                                            general partner


                                        By:     /s/ David C. Robertson
                                        Title:  Senior Vice President


                                        By:     /s/ J. Kevan Dilbeck
                                        Title:  Vice President


                                     TENANT:

                                        WORLD SAVINGS AND LOAN ASSOCIATION,
                                        a Federal Savings and Loan Association

                                        By:   /s/  Richard A. Crane
                                        Its:  Senior Vice President









                                      - 2 -

<PAGE>



                                   EXHIBIT "A"

                                LEGAL DESCRIPTION



REAL  PROPERTY  in the  City of  Oakland,  County  of  Alameda,  of  California,
described as follows:

PARCEL 1:

BEGINNING at a point on the western line of Harrison Street,  distant thereon 50
feet northerly from the point of intersection  thereof with the northern line of
19th Street (formerly  Durant Street);  running thence northerly along said line
of Harrison  Street 100 feet;  thence at right angles westerly 150 feet ; thence
at right angles southerly 100 feet;  thence at right angles easterly 150 feet to
the point of beginning.

PARCEL 2:

BEGINNING  at the point of  intersection  formed by the western line of Harrison
Street and the northern line of 19th,  formerly  Durant  Street;  running thence
northerly along said line of Harrison Street fifty feet;  thence at right angles
westerly one hundred fifty feet;  thence at right angles southerly fifty feet to
the said northern line of 19th Street; and thence easterly along said last named
line one hundred fifty feet to the point of beginning.

A.P. No: 8-636-11
              -12









                                   EXHIBIT "A"

<PAGE>


STATE OF CALIFORNIA     )
                        ) ss.
County of Los Angeles   )

     On August 6, 1998,  before me, Nancy M. Tanaka,  a Notary Public in and for
the State of California, personally known to me (or proved to me on the basis of
satisfactory  evidence) to be the person whose name is  subscribed to the within
instrument, and acknowledged to me that he executed the within instrument in his
authorized  capacity and that,  by his signature on the within  instrument,  the
person or entity upon behalf of which he acted executed the within instrument.


     WITNESS my hand and official seal.

     Signature:  /s/  Nancy M. Tanaka

                                                  NANCY M. TANAKA
                                                  Commission # 1145486
                                                  Notary Public - California
                                                  Los Angeles County
                                                  My Comm. Expires Jul 3, 2000


STATE OF TEXAS   )
                 ) ss.
County of Dallas )

     On August 19, 1998, before me, Carol Pierce, a Notary Public in and for the
State of Texas, personally appeared J. Kevan Dilbeck, personally known to me (or
proved to me on the basis of satisfactory  evidence) to be the person whose name
is subscribed to the within instrument,  and acknowledged to me that he executed
the within  instrument in his authorized  capacity and that, by his signature on
the  within  instrument,  the  person  or entity  upon  behalf of which he acted
executed the within instrument.

     WITNESS my hand and official seal.


     Signature:  /s/ Carol Pierce

                                                  CAROL PIERCE
                                                  MY COMMISSION EXPIRES
                                                  January 19, 2001



12779235

<PAGE>

STATE OF CALIFORNIA   )
                      ) ss.
County of Alameda     )

     On August 4, 1998,  before me, Lesley Jones, a Notary Public in and for the
State of California,  personally appeared RICHARD A. CRANE,  personally known to
me (or  proved to me on the basis of  satisfactory  evidence)  to be the  person
whose name is subscribed to the within  instrument,  and acknowledged to me that
he executed the within  instrument in his  authorized  capacity and that, by his
signature on the within instrument, the person or entity upon behalf of which he
acted executed the within instrument.

         WITNESS my hand and official seal.

         Signature:  /s/ Lesley Jones

                                                LESLEY JONES
                                                Comm. #1119452
                                                Notary Public California
                                                Alameda County
                                                My Comm. Expires Dec. 12, 2000

12779235