LEASE
BY AND BETWEEN
Augustine Partners LLC,
a California limited liability company
as Landlord
and
The Vantive Corporation,
a Delaware corporation
as Tenant
June 22, 1998


LEASE
THIS LEASE, dated June 22, 1998, for reference purposes 
only, is made by and between AUGUSTINE PARTNERS LLC, a 
California limited liability company ("Landlord") and THE 
VANTIVE CORPORATION, a Delaware corporation ("Tenant"), to be 
effective and binding upon the parties as of the date the 
last of the designated signatories to this Lease shall have 
executed this Lease (the "Effective Date of this Lease").
ARTICLE 1

REFERENCE
1.1 References.  All references in this Lease (subject to 
any further clarifications contained in this Lease) to the 
following terms shall have the following meaning or refer 
to the respective address, person, date, time period, 
amount, percentage, calendar year or fiscal year as below 
set forth:
Tenant's Address for Notice:    The Vantive Corporation
        2455 Augustine Drive
        Santa Clara, CA 95054
        Attention: Real Estate 
& Legal

Tenant's Representative:        Mona Wyckoff
Landlord's Address for Notices: c/o Menlo Equities LLC
        525 University Avenue
        Suite 100
        Palo Alto, California  
94301
Landlord's Representative:      Henry Bullock/Richard 
Holmstrom
Phone Number:   (650) 326-9300
Intended Commencement Date:     October 15, 1998.
Intended Term:  Seven (7) years
Lease Expiration Date:  October 31, 2005, 
unless earlier  terminated by Landlord  in accordance with the  terms o
 Lease, or extended by Tenant  pursuant to Article 15.




Options to Renew:       One (1) option to renew 
for a term of five (5) 
years.
First Month's Prepaid Rent:     $26,129.03 [plus 
estimated triple-net 
expenses]
(prorated)
Tenant's Security Deposit:      $202,500.00
Late Charge Amount:     Five Percent (5%) of 
the Delinquent Amount
Tenant's Required Liability 
Coverage:       $3,000,000 Combined 
Single Limit
Tenant's Broker(s):     Cushman & Wakefield
Landlord's Broker(s):   BT Commercial
Property:  That certain real  property situated in  the City of Santa  
County of Santa  Clara, State of  California
 as  presently improved with  one (1) building(the 
"Building"), which real  property is shown on  the Site Plan attached  
 as Exhibit "A"  and is commonly known  as or otherwise
  described as follows:  2525 Augustine Drive,
Santa Clara,  California.

'Outside Areas:       
The "Outside Areas" shall mean all areas within the Property which are 
outside the Building, such as pedestrian walkways, parking areas,
 landscaped area, open areas and enclosed trash disposal areas.



Leased Premises:  All the interior space  within the Building,  includi
stairwells  connecting walkways,  and atriums, consisting of approximat
square feet and, for  purposes of this Lease,  agreed to contain said  
feet. 


Base Monthly Rent:            
The term "Base Monthly Rent" shall mean the following:
        Period  Base Monthly Rent
        10/15/98-10/31/98       $26,129.03 (prorated)
        11/1/98-1/31/99        $101,250.00
        2/1/99-5/31/99         $151,875.00
        6/1/99-10/31/99        $202,500.00
        11/1/99-10/31/00        $209,588.00
        11/1/00-10/31/01        $216,923.00
        11/1/01-10/31/02        $224,515.00
        11/1/02-10/31/03        $232,373.00
        11/1/03-10/31/04        $240,506.00
        11/1/04-10/31/05        $248,924.00

  Base monthly rent shall  also include the  monthly payment amount  fo
Additional  Allowance, if any, calculated pursuant to  the Work Letter 
 attached hereto as  Exhibit B. Use:    General office use,
as  Exhibit B. Use:    General office use,  including Software  develop
sales training, and other  related purposes (other  than manufacturing
or  any use involving
Hazardous Materials). Exhibits:       The term "Exhibits"  shall mean t
this Lease which are  described as follows:

  Exhibit "A" - Site Plan showing the Property 
 and delineating the Building in which the Leased Premises are located.
        Exhibit "B" Work Letter
        Exhibit "C" Form of Estoppel



ARTICLE 2

LEASED PREMISES, TERM AND POSSESSION
2.1 Demise Of Leased Premises.  Landlord hereby leases to 
Tenant and Tenant hereby leases from Landlord for Tenant's 
own use in the conduct of Tenant's business and not for 
purposes of speculating in real estate, for the Lease Term 
and upon the terms and subject to the conditions of this 
Lease, that certain interior space described in Article 1 
as the Leased Premises, reserving and excepting to Landlord 
the right to fifty percent (50%) of all assignment 
consideration and excess rentals as provided in Article 7 
below.  Tenant's lease of the Leased Premises, together 
with the appurtenant right to use the Outside Areas as 
described in Paragraph 2.2 below, shall be conditioned upon 
and be subject to the continuing compliance by Tenant with 
(i) all the terms and conditions of this Lease, (ii) all 
Laws governing the use of the Leased Premises and the 
Property, (iii) all Private Restrictions, easements and 
other matters now of public record respecting the use of 
the Leased Premises and Property, and (iv) all reasonable 
rules and regulations from time to time established by 
Landlord.
2.2 Right To Use Outside Areas.  As an appurtenant right 
to Tenant's right to the use and occupancy of the Leased 
Premises, Tenant shall have the right to use the Outside 
Areas in conjunction with its use of the Leased Premises 
solely for the purposes for which they were designated and 
intended and for no other purposes whatsoever.  Tenant's 
right to so use the Outside Areas shall be subject to the 
limitations on such use as set forth in Article 1 and shall 
terminate concurrently with any termination of this Lease.
2.3 Lease Commencement Date And Lease Term.  Subject to 
Paragraph 2.4 below, the term of this Lease shall begin, 
and the Lease Commencement Date shall be deemed to have 
occurred, on the Intended Commencement Date, as set forth 
in Article 1 (the "Lease Commencement Date").  The term of 
this Lease shall in all events end on the Lease Expiration 
Date (as set forth in Article 1).  The Lease Term shall be 
that period of time commencing on the Lease Commencement 
Date and ending on the Lease Expiration Date (the "Lease 
Term").  The parties intend that this Lease shall be 
effective and binding on the parties as of the Effective 
Date of the Lease; provided, however, each of Landlord's 
and Tenant's rights and obligations hereunder shall be 
conditioned upon the close of escrow whereupon Landlord 
acquires fee title to the Property.
2.4 Delivery Of Possession.  Landlord shall deliver to 
Tenant possession of the Leased Premises on the Lease 
Commencement Date in its "as-is" condition as of the 
Effective Date of this Lease, except for the removal of the 
personal property, trade fixtures, equipment and other 
property of Computer Associates International, and except 
for any modifications, alterations, improvements, fixtures, 
or personal property, made, installed or brought onto the 
Leased Premises by Tenant.  If Landlord is unable to so 
deliver possession of the Leased Premises to Tenant on or 
before the Intended Commencement Date, Landlord shall not 
be in default under this Lease, nor shall this Lease be 
void, voidable or cancelable by Tenant until the lapse of 
ninety (90) days after the Intended Commencement Date (the 
"delivery grace period"); however, if Landlord's inability 
to so deliver the Leased Premises to Tenant is caused by 
the existing tenant's hold over in the Leased Premises 
beyond the term of its current lease or by Landlord's gross 
negligence or willful misconduct, the Lease Commencement 
Date shall not be deemed to have occurred until the actual 
date of delivery.  Additionally, the delivery grace period 
above set forth shall be extended for such number of days 
as Landlord may be delayed in delivering possession of the 
Leased Premises to Tenant by reason of Force Majeure or the 
action or inaction of Tenant.  If Landlord is unable to 
deliver possession of the Leased Premises in the agreed 
condition to Tenant within the described delivery grace 
period (including any extension thereof by reason of Force 
Majeure or the actions or inactions of Tenant), then 
Tenant's sole remedy shall be to terminate this Lease, and 
in no event shall Landlord be liable in damages to Tenant 
for such delay.  Tenant may not terminate this Lease at any 
time after the date Landlord notifies Tenant that the 
Leased Premises have been put into the agreed condition and 
are available for delivery to Tenant, unless Landlord's 
notice is not given in good faith.
2.5 Performance Of Improvement Work; Acceptance Of 
Possession.  Landlord shall, pursuant to the work letter 
attached to and made a part of this Lease (the "Work 
Letter"), perform the work and make the installations in 
the Leased Premises substantially as set forth in the Work 
Letter (such work and installations hereinafter referred to 
as the "Improvement Work").  Such Improvement Work shall be 
performed after the Lease Commencement Date.  Landlord 
shall deliver in good working order the roof, exterior 
walls, foundation and all existing plumbing, lighting, 
heating, ventilating and air conditioning systems within 
the Leased Premises.  It is agreed that by occupying the 
Leased Premises, Tenant formally accepts same and 
acknowledges that the Leased Premises are in the condition 
called for hereunder, subject to notification of defects or 
notification of non-compliance with applicable Laws (only 
if such non-compliance is not allowed pursuant to 
"grandfather" clauses in such Laws) in the Leased Premises 
specified by Tenant by a notice to Landlord in writing 
which notice shall have been given prior to Tenant's 
occupancy of any part of the Leased Premises or shall be 
deemed waived.
2.6 Surrender Of Possession.  Immediately prior to the 
expiration or upon the sooner termination of this Lease, 
Tenant shall remove all of Tenant's signs from the exterior 
of the Building and shall remove all of Tenant's equipment, 
trade fixtures, furniture, supplies, wall decorations and 
other personal property from within the Leased Premises, 
the Building and the Outside Areas, and shall vacate and 
surrender the Leased Premises, the Building, the Outside 
Areas and the Property to Landlord in the same condition, 
broom clean, as existed at the Lease Commencement Date, 
reasonable wear and tear excepted.  Tenant shall repair all 
damage to the Leased Premises, the exterior of the Building 
and the Outside Areas caused by Tenant's removal of 
Tenant's property.  Tenant shall patch and refinish, to 
Landlord's reasonable satisfaction, all penetrations made 
by Tenant or its employees to the floor, walls, ceiling or 
roof of the Leased Premises, whether such penetrations were 
made with Landlord's approval or not.  Tenant shall repair 
or replace all stained or damaged ceiling tiles, wall 
coverings and floor coverings to the reasonable 
satisfaction of Landlord.  Tenant shall repair all damage 
caused by Tenant to the exterior surface of the Building 
and the paved surfaces of the Outside Areas and, where 
necessary, replace or resurface same.  Additionally, to the 
extent that Landlord shall have notified Tenant in writing 
at the time Tenant requested Landlord's consent to the 
improvements that Landlord desired to have certain 
improvements removed at the expiration or sooner 
termination of the Lease, Tenant shall, upon the expiration 
or sooner termination of the Lease, remove any such 
improvements constructed or installed by Landlord or Tenant 
and repair all damage caused by such removal.  If the 
Leased Premises, the Building, the Outside Areas and the 
Property are not surrendered to Landlord in the condition 
required by this paragraph at the expiration or sooner 
termination of this Lease, Landlord may, at Tenant's 
expense, so remove Tenant's signs, property and/or 
improvements not so removed and make such repairs and 
replacements not so made or hire, at Tenant's expense, 
independent contractors to perform such work.  Tenant shall 
be liable to Landlord for all costs incurred by Landlord in 
returning the Leased Premises, the Building and the Outside 
Areas to the required condition, together with interest on 
all costs so incurred from the date paid by Landlord at the 
then maximum rate of interest not prohibited or made 
usurious by law until paid.  Tenant shall pay to Landlord 
the amount of all costs so incurred plus such interest 
thereon, within ten (10) days of Landlord's billing Tenant 
for same.  Tenant shall indemnify Landlord against loss or 
liability resulting from delay by Tenant in surrendering 
the Leased Premises, including, without limitation, any 
claims made by any succeeding Tenant or any losses to 
Landlord with respect to lost opportunities to lease to 
succeeding tenants.
ARTICLE 3

RENT, LATE CHARGES AND SECURITY DEPOSITS
3.1 Base Monthly Rent.  Commencing on the Lease 
Commencement Date (as determined pursuant to Paragraph 2.3 
above) and continuing throughout the Lease Term, Tenant 
shall pay to Landlord, without prior demand therefor, in 
advance on the first day of each calendar month, the amount 
set forth as "Base Monthly Rent" in Article 1 (the "Base 
Monthly Rent").
3.2 Additional Rent.  Commencing on the Lease 
Commencement Date (as determined pursuant to Paragraph 2.3 
above) and continuing throughout the Lease Term, in 
addition to the Base Monthly Rent and to the extent not 
required by Landlord to be contracted for and paid directly 
by Tenant, Tenant shall pay to Landlord as additional rent 
(the "Additional Rent") the following amounts:
(a) An amount equal to all Property Operating 
Expenses (as defined in Article 13) incurred by Landlord.  
Payment shall be made by whichever of the following methods 
(or combination of methods) is (are) from time to time 
designated by Landlord:
(i) Landlord may forward invoices or bills 
for such expenses to Tenant no later than twenty (20) days 
before such invoices or bills are due, and Tenant shall, no 
later than ten (10) days prior to the due date, pay such 
invoices or bills and deliver satisfactory evidence of such 
payment to Landlord, and/or
(ii) Landlord may bill to Tenant, on a 
periodic basis not more frequently than monthly, the amount 
of such expenses (or group of expenses) as paid or incurred 
by Landlord, and Tenant shall pay to Landlord the amount of 
such expenses within ten days after receipt of a written 
bill therefor from Landlord, and/or
(iii) Landlord may deliver to Tenant Landlord's 
reasonable estimate of any given expense (such as 
Landlord's Insurance Costs or Real Property Taxes), or 
group of expenses, which it anticipates will be paid or 
incurred for the ensuing calendar or fiscal year, as 
Landlord may determine, and Tenant shall pay to Landlord an 
amount equal to the estimated amount of such expenses for 
such year in equal monthly installments during such year 
with the installments of Base Monthly Rent.
Landlord reserves the right to change from time to time the 
methods of billing Tenant for any given expense or group of 
expenses or the periodic basis on which such expenses are 
billed.  
(b) Landlord's share of the consideration received 
by Tenant upon certain assignments and sublettings as 
required by Article 7.
(c) Any legal fees and costs that Tenant is 
obligated to pay or reimburse to Landlord pursuant to 
Article 13; and
(d) Any other charges or reimbursements due 
Landlord from Tenant pursuant to the terms of this Lease.
Notwithstanding the foregoing, Landlord may elect by 
written notice to Tenant to have Tenant pay Real Property 
Taxes or any portion thereof directly to the applicable 
taxing authority, in which case Tenant shall make such 
payments and deliver satisfactory evidence of payment to 
Landlord no later than ten (10) days before such Real 
Property Taxes become delinquent.
3.3 Year-End Adjustments.  If Landlord shall have elected 
to bill Tenant for the Property Operating Expenses (or any 
group of such expenses) on an estimated basis in accordance 
with the provisions of Paragraph 3.2(a)(iii) above, 
Landlord shall furnish to Tenant within three months 
following the end of the applicable calendar or fiscal 
year, as the case may be, a statement setting forth (i) the 
amount of such expenses paid or incurred during the just 
ended calendar or fiscal year, as appropriate, and (ii) the 
amount that Tenant has paid to Landlord for credit against 
such expenses for such period.  If Tenant shall have paid 
more than its obligation for such expenses for the stated 
period, Landlord shall, at its election, either (i) credit 
the amount of such overpayment toward the next ensuing 
payment or payments of Additional Rent that would otherwise 
be due or (ii) refund in cash to Tenant the amount of such 
overpayment.  If such year-end statement shall show that 
Tenant did not pay its obligation for such expenses in 
full, then Tenant shall pay to Landlord the amount of such 
underpayment within ten days from Landlord's billing of 
same to Tenant.  The provisions of this Paragraph shall 
survive the expiration or sooner termination of this Lease.
3.4 Late Charge, And Interest On Rent In Default.  Tenant 
acknowledges that the late payment by Tenant of any monthly 
installment of Base Monthly Rent or any Additional Rent 
will cause Landlord to incur certain costs and expenses not 
contemplated under this Lease, the exact amounts of which 
are extremely difficult or impractical to fix.  Such costs 
and expenses will include without limitation, 
administration and collection costs and processing and 
accounting expenses.  Therefor, if any installment of Base 
Monthly Rent is not received by Landlord from Tenant within 
ten calendar days after the same becomes due, Tenant shall 
immediately pay to Landlord a late charge in an amount 
equal to the amount set forth in Article 1 as the "Late 
Charge Amount," and if any Additional Rent is not received 
by Landlord within ten calendar days after same becomes 
due, Tenant shall immediately pay to Landlord a late charge 
in an amount equal to 5% of the Additional Rent not so 
paid.  Landlord and Tenant agree that this late charge 
represents a reasonable estimate of such costs and expenses 
and is fair compensation to Landlord for the anticipated 
loss Landlord would suffer by reason of Tenant's failure to 
make timely payment.  In no event shall this provision for 
a late charge be deemed to grant to Tenant a grace period 
or extension of time within which to pay any rental 
installment or prevent Landlord from exercising any right 
or remedy available to Landlord upon Tenant's failure to 
pay each rental installment due under this Lease when due, 
including the right to terminate this Lease.  If any rent 
remains delinquent for a period in excess of 10 calendar 
days, then, in addition to such late charge, Tenant shall 
pay to Landlord interest on any rent that is not so paid 
from said tenth day at the then maximum rate of interest 
not prohibited or made usurious by Law until paid.
3.5 Payment Of Rent.  Except as specifically provided 
otherwise in this Lease, all rent shall be paid in lawful 
money of the United States, without any abatement, 
reduction or offset for any reason whatsoever, to Landlord 
at such address as Landlord may designate from time to 
time.  Tenant's obligation to pay Base Monthly Rent and all 
Additional Rent shall be appropriately prorated at the 
commencement and expiration of the Lease Term.  The failure 
by Tenant to pay any Additional Rent as required pursuant 
to this Lease when due shall be treated the same as a 
failure by Tenant to pay Base Monthly Rent when due, and 
Landlord shall have the same rights and remedies against 
Tenant as Landlord would have had Tenant failed to pay the 
Base Monthly Rent when due.
3.6 Prepaid Rent.  Tenant shall, upon execution of this 
Lease, pay to Landlord the amount set forth in Article 1 as 
"First Month's Prepaid Rent" as prepayment of rent for 
credit against the first payment of Base Monthly Rent due 
hereunder.
3.7 Security Deposit.  Tenant has deposited with Landlord 
the amount set forth in Article 1 as the "Security Deposit" 
as security for the performance by Tenant of the terms of 
this Lease to be performed by Tenant, and not as prepayment 
of rent.  Landlord may apply such portion or portions of 
the Security Deposit as are reasonably necessary for the 
following purposes: (i) to remedy any default by Tenant in 
the payment of Base Monthly Rent or Additional Rent or a 
late charge or interest on defaulted rent, or any other 
monetary payment obligation of Tenant under this Lease; 
(ii) to repair damage to the Leased Premises, the Building 
or the Outside Areas caused or permitted to occur by 
Tenant; (iii) to clean and restore and repair the Leased 
Premises, the Building or the Outside Areas following their 
surrender to Landlord if not surrendered in the condition 
required pursuant to the provisions of Article 2, and (iv) 
to remedy any other default of Tenant to the extent 
permitted by Law including, without limitation, paying in 
full on Tenant's behalf any sums claimed by materialmen or 
contractors of Tenant to be owing to them by Tenant for 
work done or improvements made at Tenant's request to the 
Leased Premises.  In this regard, Tenant hereby waives any 
restriction on the uses to which the Security Deposit may 
be applied as contained in Section 1950.7(c) of the 
California Civil Code and/or any successor statute.  In the 
event the Security Deposit or any portion thereof is so 
used, Tenant shall pay to Landlord, promptly upon demand, 
an amount in cash sufficient to restore the Security 
Deposit to the full original sum.  If Tenant fails to 
promptly restore the Security Deposit and if Tenant shall 
have paid to Landlord any sums as "Last Month's Prepaid 
Rent," Landlord may, in addition to any other remedy 
Landlord may have under this Lease, reduce the amount of 
Tenant's Last Month's Prepaid Rent by transferring all or 
portions of such Last Month's Prepaid Rent to Tenant's 
Security Deposit until such Security Deposit is restored to 
the amount set forth in Article 1.  Landlord shall not be 
deemed a trustee of the Security Deposit.  Landlord may use 
the Security Deposit in Landlord's ordinary business and 
shall not be required to segregate it from Landlord's 
general accounts.  Tenant shall not be entitled to any 
interest on the Security Deposit.  If Landlord transfers 
the Building or the Property during the Lease Term, 
Landlord may pay the Security Deposit to any subsequent 
owner in conformity with the provisions of Section 1950.7 
of the California Civil Code and/or any successor statute, 
in which event the transferring landlord shall be released 
from all liability for the return of the Security Deposit.  
Tenant specifically grants to Landlord (and Tenant hereby 
waives the provisions of California Civil Code Section 
1950.7 to the contrary) a period of ninety days following a 
surrender of the Leased Premises by Tenant to Landlord 
within which to inspect the Leased Premises, make required 
restorations and repairs, receive and verify workmen's 
billings therefor, and prepare a final accounting with 
respect to the Security Deposit.  In no event shall the 
Security Deposit or any portion thereof, be considered 
prepaid rent.  Notwithstanding the foregoing, in the event 
Tenant achieves a Standard & Poor's investment grade credit 
rating of BBB- or higher, the Security Deposit shall be 
returned to Tenant within thirty (30) days of Tenant's 
written request therefor after such achievement.
ARTICLE 4

USE OF LEASED PREMISES AND OUTSIDE AREA
4.1 Permitted Use.  Tenant shall be entitled to use the 
Leased Premises solely for the "Permitted Use" as set forth 
in Article 1 and for no other purpose whatsoever.  Tenant 
shall continuously and without interruption use the Leased 
Premises for such purpose for the entire Lease Term.  Any 
discontinuance of such use for a period of sixty 
consecutive calendar days shall be, at Landlord's election, 
a default by Tenant under the terms of this Lease.  Tenant 
shall have the right to use the Outside Areas in 
conjunction with its Permitted Use of the Leased Premises 
solely for the purposes for which they were designed and 
intended and for no other purposes whatsoever.
4.2 General Limitations On Use.  Tenant shall not do or 
permit anything to be done in or about the Leased Premises, 
the Building, the Outside Areas or the Property which does 
or could (i) jeopardize the structural integrity of the 
Building or (ii) cause damage to any part of the Leased 
Premises, the Building, the Outside Areas or the Property.  
Tenant shall not operate any equipment within the Leased 
Premises which does or could (i) injure, vibrate or shake 
the Leased Premises or the Building, (ii) damage, overload 
or impair the efficient operation of any electrical, 
plumbing, heating, ventilating or air conditioning systems 
within or servicing the Leased Premises or the Building, or 
(iii) damage or impair the efficient operation of the 
sprinkler system (if any) within or servicing the Leased 
Premises or the Building.  Tenant shall not install or 
affix any equipment or antennas on or make any penetrations 
of or cuts in the exterior walls, ceilings or floors or 
roof of the Building or the Leased Premises without 
Landlord's consent, which consent shall not be unreasonably 
withheld.  Any such installation shall be at Tenant's sole 
cost and expense and only in strict compliance with 
Landlord's approval using a person approved by Landlord to 
install the same.  Tenant shall not place any loads upon 
the floors, walls, ceiling or roof systems which could 
endanger the structural integrity of the Building or damage 
its floors, foundations or supporting structural 
components.  Tenant shall not place any explosive, 
flammable or harmful fluids or other waste materials in the 
drainage systems of the Leased Premises, the Building, the 
Outside Areas or the Property.  Tenant shall not drain or 
discharge any fluids in the landscaped areas or across the 
paved areas of the Property.  Tenant shall not use any of 
the Outside Areas for the storage of its materials, 
supplies, inventory or equipment and all such materials, 
supplies, inventory or equipment shall at all times be 
stored within the Leased Premises.  Tenant shall not commit 
nor permit to be committed any waste in or about the Leased 
Premises, the Building, the Outside Areas or the Property.
4.3 Noise And Emissions.  All noise generated by Tenant 
in its use of the Leased Premises shall be confined or 
muffled so that it does not interfere with the businesses 
of or annoy the occupants and/or users of adjacent 
properties.  All dust, fumes, odors and other emissions 
generated by Tenant's use of the Leased Premises shall be 
sufficiently dissipated in accordance with sound 
environmental practice and exhausted from the Leased 
Premises in such a manner so as not to interfere with the 
businesses of or annoy the occupants and/or users of 
adjacent properties, or cause any damage to the Leased 
Premises, the Building, the Outside Areas or the Property 
or any component part thereof or the property of adjacent 
property owners.
4.4 Trash Disposal.  Landlord shall provide trash 
enclosure areas outside the Leased Premises sufficient for 
the interim disposal of all reasonable amounts of its 
trash, garbage and waste.  Landlord shall provide trash 
bins or other adequate garbage disposal facilities for 
Tenant's use and cause the  removal of such reasonable 
amounts of trash, garbage and waste on a regular basis of 
not more than once per week.  Tenant shall ensure that all 
such trash, garbage and waste temporarily stored in such 
areas is stored in such a manner so that it is completely 
within such areas, is not visible from outside of such 
areas, and is generally in sanitary condition.
4.5 Parking.  Tenant shall have the non-exclusive use of 
3.75 parking spaces per 1,000 square feet of space actually 
occupied by Tenant, which parking spaces shall be within 
the parking areas shown with cross-hatching on the Site 
Plan attached as Exhibit A, provided that Landlord may 
redesignate such parking area as long as such redesignation 
does not decrease the number of parking spaces by more than 
five percent (5%).  Tenant shall not, at any time, park or 
permit to be parked any recreational vehicles, inoperative 
vehicles or equipment in the Outside Areas or on any 
portion of the Property.  Tenant agrees to assume 
responsibility for compliance by its employees and invitees 
with the parking provisions contained herein.  If Tenant or 
its employees park any vehicle within the Property in 
violation of these provisions, then Landlord may, upon 
prior written notice to Tenant giving Tenant one (1) day 
(or any applicable statutory notice period, if longer than 
one (1) day) to remove such vehicle(s), in addition to any 
other remedies Landlord may have under this Lease, charge 
Tenant, as Additional Rent, and Tenant agrees to pay, as 
Additional Rent, One Hundred Dollars ($100) per day for 
each day or partial day that each such vehicle is so parked 
within the Property.
4.6 Signs.  Tenant shall not place or install on or 
within any portion of the Leased Premises, the exterior of 
the Building, the Outside Areas or the Property any sign, 
advertisement, banner, placard, or picture which is visible 
from the exterior of the Leased Premises.  Tenant may place 
on the exterior of the Building a business identification 
sign which is visible from the exterior of the Leased 
Premises and one monument sign in the area of the Property 
adjacent to Highway 101, provided the sign is on the same 
legal parcel as the Leased Premises, and provided Landlord 
shall have approved in writing and in its reasonable 
discretion the size, content, design, method of attachment 
and material to be used in the making of such sign.  
Landlord shall designate the location of the monument sign 
in its sole discretion at any location visible from Highway 
101. Any sign, once approved by Landlord, shall be 
installed at Tenant's sole cost and expense and only in 
strict compliance with Landlord's approval, using a person 
approved by Landlord to install same and shall comply with 
all requirements of the City of Santa Clara.  Landlord may 
remove any signs (which have not been approved in writing 
by Landlord), advertisements, banners, placards or pictures 
so placed by Tenant on or within the Leased Premises, the 
exterior of the Building, the Outside Areas or the Property 
and charge to Tenant the cost of such removal, together 
with any costs incurred by Landlord to repair any damage 
caused thereby, including any cost incurred to restore the 
surface (upon which such sign was so affixed) to its 
original condition.  Tenant shall remove all of Tenant's 
signs, repair any damage caused thereby, and restore the 
surface upon which the sign was affixed to its original 
condition, all to Landlord's reasonable satisfaction, upon 
the termination of this Lease.
4.7 Compliance With Laws And Private Restrictions.  
Subject to the terms of Section 6.3, Tenant shall abide by 
and shall promptly observe and comply with, at its sole 
cost and expense, all Laws and Private Restrictions 
respecting the use and occupancy of the Leased Premises, 
the Building, the Outside Areas or the Property including, 
without limitation, all Laws governing the use and/or 
disposal of Hazardous Materials (other than Hazardous 
Materials which were present on the Property prior to 
Tenant's possession of the Leased Premises, which migrated 
from an off-site source or which are a result of Landlord's 
activities on the Premises), and shall defend with 
competent counsel, indemnify and hold Landlord harmless 
from any claims, damages or liability resulting from 
Tenant's failure to so abide, observe, or comply.  Tenant's 
obligations hereunder shall survive the expiration or 
sooner termination of this Lease.
4.8 Compliance With Insurance Requirements.  With respect 
to any insurance policies required or permitted to be 
carried by Landlord in accordance with the provision of 
this Lease, copies of which have been or will, upon 
Tenant's written request therefor, be provided to Tenant, 
Tenant shall not conduct nor permit any other person to 
conduct any activities nor keep, store or use (or allow any 
other person to keep, store or use) any item or thing 
within the Leased Premises, the Building, the Outside Areas 
or the Property which (i) is prohibited under the terms of 
any such policies, (ii) could result in the termination of 
the coverage afforded under any of such policies, (iii) 
could give to the insurance carrier the right to cancel any 
of such policies, or (iv) could cause an increase in the 
rates (over standard rates) charged for the coverage 
afforded under any of such policies.  Tenant shall comply 
with all requirements of any insurance company, insurance 
underwriter, or Board of Fire Underwriters which are 
necessary to maintain, at standard rates, the insurance 
coverages carried by either Landlord or Tenant pursuant to 
this Lease.
4.9 Landlord's Right To Enter.  Landlord and its agents 
shall have the right to enter the Leased Premises during 
normal business hours after giving Tenant reasonable notice 
and subject to Tenant's reasonable security measures for 
the purpose of (i) inspecting the same; (ii) showing the 
Leased Premises to prospective purchasers, mortgagees or 
tenants; (iii) making necessary alterations, additions or 
repairs; and (iv) performing any of Tenant's obligations 
when Tenant has failed to do so.  Landlord shall have the 
right to enter the Leased Premises during normal business 
hours (or as otherwise agreed), subject to Tenant's 
reasonable security measures, for purposes of supplying any 
maintenance or services agreed to be supplied by Landlord.  
Landlord shall have the right to enter the Outside Areas 
during normal business hours for purposes of (i) inspecting 
the exterior of the Building and the Outside Areas; (ii) 
posting notices of nonresponsibility (and for such purposes 
Tenant shall provide Landlord at least thirty days' prior 
written notice of any work to be performed on the Leased 
Premises); and (iii) supplying any services to be provided 
by Landlord.  Any entry into the Leased Premises or the 
Outside Areas obtained by Landlord in accordance with this 
paragraph shall not under any circumstances be construed or 
deemed to be a forcible or unlawful entry into, or a 
detainer of, the Leased Premises, or an eviction, actual or 
constructive of Tenant from the Leased Premises or any 
portion thereof.
4.10 Use Of Outside Areas.  Tenant, in its use of the 
Outside Areas, shall at all times keep the Outside Areas 
free and clear of all materials, equipment, inoperable 
vehicles, and other items which are not specifically 
permitted by Landlord to be stored or located thereon by 
Tenant.  If, in the opinion of Landlord, unauthorized 
persons are using any of the Outside Areas by reason of, or 
under claim of, the express or implied authority or consent 
of Tenant, then Tenant, upon demand of Landlord, shall 
restrain, to the fullest extent then allowed by Law, such 
unauthorized use, and shall initiate such appropriate 
proceedings as may be required to so restrain such use.
4.11 Environmental Protection. Tenant's obligations under 
this Section 4.11 shall survive the expiration or 
termination of this Lease.
(a) As used herein, the term "Hazardous Materials" 
shall mean any toxic or hazardous substance, material or 
waste or any pollutant or infectious or radioactive 
material, including but not limited to those substances, 
materials or wastes regulated now or in the future under 
any of the following statutes or regulations and any and 
all of those substances included within the definitions of 
"hazardous substances," "hazardous materials," "hazardous 
waste," "hazardous chemical substance or mixture," 
"imminently hazardous chemical substance or mixture," 
"toxic substances," "hazardous air pollutant," "toxic 
pollutant," or "solid waste" in the (a) Comprehensive 
Environmental Response, Compensation and Liability Act of 
1990 ("CERCLA" or "Superfund"), as amended by the Superfund 
Amendments and Reauthorization Act of 1986 ("SARA"), 42 
U.S.C.   9601 et seq., (b) Resource Conservation and 
Recovery Act of 1976 ("RCRA"), 42 U.S.C.   6901 et seq., 
(c) Federal Water Pollution Control Act ("FSPCA"), 33 
U.S.C.   1251 et seq., (d) Clean Air Act ("CAA"), 42 U.S.C. 
  7401 et seq., (e) Toxic Substances Control Act ("TSCA"), 
14 U.S.C.   2601 et seq., (f) Hazardous Materials 
Transportation Act, 49 U.S.C.   1801, et seq., (g) 
Carpenter-Presley-Tanner Hazardous Substance Account Act 
("California Superfund"), Cal. Health & Safety Code   25300 
et seq., (h) California Hazardous Waste Control Act, Cal. 
Health & Safety code   25100 et seq., (i) Porter-Cologne 
Water Quality Control Act ("Porter-Cologne Act"), Cal. 
Water Code   13000 et seq., (j) Hazardous Waste Disposal 
Land Use Law, Cal. Health & Safety codes   25220 et seq., 
(k) Safe Drinking Water and Toxic Enforcement Act of 1986 
("Proposition 65"), Cal. Health & Safety code   25249.5 
et seq., (l) Hazardous Substances Underground Storage Tank 
Law, Cal. Health & Safety code   25280 et seq., (m) Air 
Resources Law, Cal. Health & Safety Code   39000 et seq., 
and (n) regulations promulgated pursuant to said laws or 
any replacement thereof, or as similar terms are defined in 
the federal, state and local laws, statutes, regulations, 
orders or rules.  Hazardous Materials shall also mean any 
and all other biohazardous wastes and substances, materials 
and wastes which are, or in the future become, regulated 
under applicable Laws for the protection of health or the 
environment, or which are classified as hazardous or toxic 
substances, materials or wastes, pollutants or 
contaminants, as defined, listed or regulated by any 
federal, state or local law, regulation or order or by 
common law decision, including, without limitation, (i) 
trichloroethylene, tetrachloroethylene, perchloroethylene 
and other chlorinated solvents, (ii) any petroleum products 
or fractions thereof, (iii) asbestos, (iv) polychlorinted 
biphenyls, (v) flammable explosives, (vi) urea 
formaldehyde, (vii) radioactive materials and waste, and 
(viii) materials and wastes that are harmful to or may 
threaten human health, ecology or the environment.
(b) Notwithstanding anything to the contrary in this 
Lease, Tenant, at its sole cost, shall comply with all Laws 
relating to the storage, use and disposal of Hazardous 
Materials; provided, however, that Tenant shall not be 
responsible for contamination of the Leased Premises by 
Hazardous Materials existing as of the date the Leased 
Premises are delivered to Tenant (whether before or after 
the Lease Commencement Date) or contamination of the Leased 
Premises by Hazardous Materials which have migrated from an 
off-site source, or which are a result of Landlord's 
activities on the Leased Premises, unless caused by Tenant.  
Tenant shall not store, use or dispose of any Hazardous 
Materials except for small quantities of standard household 
or office products used and disposed of in compliance with 
all applicable Laws and except for those Hazardous 
Materials listed in a Hazardous Materials management plan 
("HMMP") which Tenant shall deliver to Landlord upon 
execution of this Lease and update at least annually with 
Landlord ("Permitted Materials") which may be used, stored 
and disposed of provided (i) such Permitted Materials are 
used, stored, transported, and disposed of in strict 
compliance with applicable laws, (ii) such Permitted 
Materials shall be limited to the materials listed on and 
may be used only in the quantities specified in the HMMP, 
and (iii) Tenant shall provide Landlord with copies of all 
material safety data sheets and other documentation 
required under applicable Laws in connection with Tenant's 
use of Permitted Materials as and when such documentation 
is provided to any regulatory authority having 
jurisdiction, in no event shall Tenant cause or permit to 
be discharged into the plumbing or sewage system of the 
Building or onto the land underlying or adjacent to the 
Building any Hazardous Materials.  Tenant shall be solely 
responsible for and shall defend, indemnify, and hold 
Landlord and its agents harmless from and against all 
claims, costs and liabilities, including attorneys' fees 
and costs, arising out of or in connection with Tenant's 
storage, use and/or disposal of Hazardous Materials.  If 
the presence of Hazardous Materials on the Leased Premises 
caused or permitted by Tenant results in contamination or 
deterioration of water or soil, then Tenant shall promptly 
take any and all action necessary to clean up such 
contamination, but the foregoing shall in no event be 
deemed to constitute permission by Landlord to allow the 
presence of such Hazardous Materials.  At any time prior to 
the expiration of the Lease Term if Tenant has a reasonable 
basis to suspect that there has been any release or the 
presence of Hazardous Materials in the ground or ground 
water on the Leased Premises which did not exist upon 
commencement of the Lease Term, Tenant shall have the right 
to conduct appropriate tests of water and soil and to 
deliver to Landlord the results of such tests to 
demonstrate that no contamination in excess of permitted 
levels has occurred as a result of Tenant's use of the 
Leased Premises.  Tenant shall further be solely 
responsible for, and shall defend, indemnify, and hold 
Landlord and its agents harmless from and against all 
claims, costs and liabilities, including attorneys' fees 
and costs, arising out of or in connection with any 
removal, cleanup and restoration work and materials 
required hereunder to return the Leased Premises and any 
other property of whatever nature to their condition 
existing prior to the appearance of the Hazardous 
Materials.
(c) Upon termination or expiration of the Lease, 
Tenant at its sole expense shall cause all Hazardous 
Materials placed in or about the Leased Premises, the 
Building and/or the Property by Tenant, its agents, 
contractors, or invitees, and all installations (whether 
interior or exterior) made by or on behalf of Tenant 
relating to the storage, use, disposal or transportation of 
Hazardous Materials to be removed from the property and 
transported for use, storage or disposal in accordance and 
compliance with all Laws and other requirements respecting 
Hazardous Materials used or permitted to be used by Tenant.  
Tenant shall apply for and shall obtain from all 
appropriate regulatory authorities (including any 
applicable fire department or regional water quality 
control board) all permits, approvals and clearances 
necessary for the closure of the Property and shall take 
all other actions as may be required to complete the 
closure of the Building and the Property.  In addition, 
prior to vacating the Leased Premises, Tenant shall 
undertake and submit to Landlord an environmental site 
assessment from an environmental consulting company 
reasonably acceptable to Landlord which site assessment 
shall evidence Tenant's compliance with this 
Paragraph 4.11.
(d) At any time prior to expiration of the Lease term, 
subject to reasonable prior notice (not less than forty-
eight (48) hours) and Tenant's reasonable security 
requirements and provided such activities do not 
unreasonably interfere with the conduct of Tenant's 
business at the Leased Premises, Landlord shall have the 
right to enter in and upon the Property, Building and 
Leased Premises in order to conduct appropriate tests of 
water and soil to determine whether levels of any Hazardous 
Materials in excess of legally permissible levels has 
occurred as a result of Tenant's use thereof.  Landlord 
shall furnish copies of all such test results and reports 
to Tenant and, at Tenant's option and cost, shall permit 
split sampling for testing and analysis by Tenant.  Such 
testing shall be at Tenant's expense if Landlord has a 
reasonable basis for suspecting and confirms the presence 
of Hazardous Materials in the soil or surface or ground 
water in, on, under, or about the Property, the Building or 
the Leased Premises, which has been caused by or resulted 
from the activities of Tenant, its agents, contractors, or 
invitees.
(e) Landlord may voluntarily cooperate in a reasonable 
manner with the efforts of all governmental agencies in 
reducing actual or potential environmental damage.  Tenant 
shall not be entitled to terminate this Lease or to any 
reduction in or abatement of rent by reason of such 
compliance or cooperation.  Tenant agrees at all times to 
cooperate fully with the requirements and recommendations 
of governmental agencies regulating, or otherwise involved 
in, the protection of the environment.
4.12 Rules And Regulations.  In the event The Vantive 
Corporation is no longer the sole tenant of the Leased 
Premises, Landlord shall have the right from time to time 
to establish reasonable rules and regulations and/or 
amendments or additions thereto respecting the use of the 
Leased Premises and the Outside Areas for the care and 
orderly management of the Property.  Upon delivery to 
Tenant of a copy of such rules and regulations or any 
amendments or additions thereto, Tenant shall comply with 
such rules and regulations.  A violation by Tenant of any 
of such rules and regulations shall constitute a default by 
Tenant under this Lease.  If there is a conflict between 
the rules and regulations and any of the provisions of this 
Lease, the provisions of this Lease shall prevail.  
Landlord shall not be responsible or liable to Tenant for 
the violation of such rules and regulations by any other 
tenant of the Property.
ARTICLE 5

REPAIRS, MAINTENANCE, SERVICES AND UTILITIES
5.1 Repair And Maintenance.  Except in the case of damage 
to or destruction of the Leased Premises, the Building, the 
Outside Areas or the Property caused by an act of God or 
other peril, in which case the provisions of Article 10 
shall control, the parties shall have the following 
obligations and responsibilities with respect to the repair 
and maintenance of the Leased Premises, the Building, the 
Outside Areas, and the Property.
5.2 Tenant's Obligations.    Except as specifically set 
forth in clause (b) below Tenant shall, at all times during 
the Lease Term and at its sole cost and expense, regularly 
clean and continuously keep and maintain in good order, 
condition and repair the Leased Premises and every part 
thereof including, without limiting the generality of the 
foregoing, (i) all interior walls, floors and ceilings, 
(ii) all windows, doors and skylights, (iii) all electrical 
wiring, conduits, connectors and fixtures, (iv) all 
plumbing, pipes, sinks, toilets, faucets and drains, (v) 
all lighting fixtures, bulbs and lamps, and (vi) all 
entranceways to the Leased Premises.  Tenant shall, at all 
times during the Lease Term, keep in a clean and safe 
condition the Outside Areas.  Tenant shall, at its sole 
cost and expense, repair all damage to the Leased Premises, 
the Building, the Outside Areas or the Property caused by 
the activities of Tenant, its employees, invitees or 
contractors promptly following written notice from Landlord 
to so repair such damages.  If Tenant shall fail to perform 
the required maintenance or fail to make repairs required 
of it pursuant to this paragraph within a reasonable period 
of time following notice from Landlord to do so, then 
Landlord may, at its election and without waiving any other 
remedy it may otherwise have under this Lease or at law, 
perform such maintenance or make such repairs and charge to 
Tenant, as Additional Rent, the costs so incurred by 
Landlord for same.  All glass within or a part of the 
Leased Premises, both interior and exterior, is at the sole 
risk of Tenant and any broken glass shall promptly be 
replaced by Tenant at Tenant's expense with glass of the 
same kind, size and quality.
(b) Landlord's Obligation.  Landlord shall, at all 
times during the Lease Term, maintain in good condition and 
repair the foundation, roof, load-bearing and exterior 
walls of the Building, the sanitary sewer systems, all 
heating, ventilating and air conditioning equipment.  
Landlord shall maintain the Outside Areas and shall sweep 
and clean the driveways and parking areas.  Landlord shall 
charge to Tenant, as Additional Rent pursuant to Article 3 
(to the extent permitted pursuant to Article 3 and Section 
13.12), the costs incurred by Landlord in performing such 
maintenance and/or making such repairs.
5.3 Utilities.  Tenant shall arrange at its sole cost and 
expense and in its own name, for the supply of gas and 
electricity to the Leased Premises.  In the event that such 
services are not separately metered, Tenant shall, at its 
sole expense, cause such meters to be installed.  Landlord 
shall maintain the water meter(s) in its own name; 
provided, however, that if at any time during the Lease 
Term Landlord shall require Tenant to put the water service 
in Tenant's name, Tenant shall do so at Tenant's sole cost.  
Tenant shall be responsible for determining if the local 
supplier of water, gas and electricity can supply the needs 
of Tenant and whether or not the existing water, gas and 
electrical distribution systems within the Building and the 
Leased Premises are adequate for Tenant's needs.  Tenant 
shall be responsible for determining if the existing 
sanitary and storm sewer systems now servicing the Leased 
Premises and the Property are adequate for Tenant's needs.  
Tenant shall pay all charges for water, gas, electricity 
and storm and sanitary sewer services as so supplied to the 
Leased Premises, irrespective of whether or not the 
services are maintained in Landlord's or Tenant's name.
5.4 Security.  Tenant acknowledges that Landlord has not 
undertaken any duty whatsoever to provide security for the 
Leased Premises, the Building, the Outside Areas or the 
Property and, accordingly, Landlord is not responsible for 
the security of same or the protection of Tenant's property 
or Tenant's employees, invitees or contractors.  To the 
extent Tenant determines that such security or protection 
services are advisable or necessary, Tenant shall arrange 
for and pay the costs of providing same.
5.5 Energy And Resource Consumption.  Landlord may 
voluntarily cooperate in a reasonable manner with the 
efforts of governmental agencies and/or utility suppliers 
in reducing energy or other resource consumption within the 
Property.  Tenant shall not be entitled to terminate this 
Lease or to any reduction in or abatement of rent by reason 
of such compliance or cooperation.  Tenant agrees at all 
times to cooperate fully with Landlord and to abide by all 
reasonable rules established by Landlord (i) in order to 
maximize the efficient operation of the electrical, 
heating, ventilating and air conditioning systems and all 
other energy or other resource consumption systems with the 
Property and/or (ii) in order to comply with the 
requirements and recommendations of utility suppliers and 
governmental agencies regulating the consumption of energy 
and/or other resources.
5.6 Limitation Of Landlord's Liability.  Landlord shall 
not be liable to Tenant for injury to Tenant, its 
employees, agents, invitees or contractors, damage to 
Tenant's property or loss of Tenant's business or profits, 
nor shall Tenant be entitled to terminate this Lease or to 
any reduction in or abatement of rent by reason of (i) 
Landlord's failure to provide security services or systems 
within the Property for the protection of the Leased 
Premises, the Building or the Outside Areas, or the 
protection of Tenant's property or Tenant's employees, 
invitees, agents or contractors, or (ii) Landlord's failure 
to perform any maintenance or repairs to the Leased 
Premises, the Building, the Outside Areas or the Property 
until Tenant shall have first notified Landlord, in 
writing, of the need for such maintenance or repairs, and 
then only after Landlord shall have had a reasonable period 
of time following its receipt of such notice within which 
to perform such maintenance or repairs, or (iii) any 
failure, interruption, rationing or other curtailment in 
the supply of water, electric current, gas or other utility 
service to the Leased Premises, the Building, the Outside 
Areas or the Property from whatever cause (other than 
Landlord's sole active negligence or willful misconduct), 
or (iv) the unauthorized intrusion or entry into the Leased 
Premises by third parties (other than Landlord).
ARTICLE 6

ALTERATIONS AND IMPROVEMENTS
6.1 By Tenant.  Tenant shall not make any alterations to 
or modifications of the Leased Premises or construct any 
improvements within the Leased Premises until Landlord 
shall have first approved, in writing, the plans and 
specifications therefor, which approval may be withheld in 
Landlord's reasonable discretion.  All such modifications, 
alterations or improvements, once so approved, shall be 
made, constructed or installed by Tenant at Tenant's 
expense (including all permit fees and governmental charges 
related thereto), using a licensed contractor first 
approved by Landlord, in substantial compliance with the 
Landlord-approved plans and specifications therefor.  All 
work undertaken by Tenant shall be done in accordance with 
all Laws and in a good and workmanlike manner using new 
materials of good quality.  Tenant shall not commence the 
making of any such modifications or alterations or the 
construction of any such improvements until (i) all 
required governmental approvals and permits shall have been 
obtained, (ii) all requirements regarding insurance imposed 
by this Lease have been satisfied, (iii) Tenant shall have 
given Landlord at lease five business days prior written 
notice of its intention to commence such work so that 
Landlord may post and file notices of non-responsibility, 
and (iv) if requested by Landlord, Tenant shall have 
obtained contingent liability and broad form builder's risk 
insurance in an amount satisfactory to Landlord in its 
reasonable discretion to cover any perils relating to the 
proposed work not covered by insurance carried by Tenant 
pursuant to Article 9.  In no event shall Tenant make any 
modification, alterations or improvements whatsoever to the 
Outside Areas or the exterior or structural components of 
the Building including, without limitation, any cuts or 
penetrations in the floor, roof or exterior walls of the 
Leased Premises, without the prior written consent of 
Landlord in accordance with Section 4.2.  As used in this 
Article, the term "modifications, alterations and/or 
improvements" shall include, without limitation, the 
installation of additional electrical outlets, overhead 
lighting fixtures, drains, sinks, partitions, doorways, or 
the like.  Notwithstanding the foregoing, Tenant, without 
Landlord's prior written consent, shall be permitted to 
make non-structural alterations to the Building, provided 
that:  (a) such alterations do not exceed $10,000 
individually or $100,000 in the aggregate, (b) Tenant shall 
timely provide Landlord the notice required pursuant to 
Paragraph 4.9 above, (c) Tenant shall notify Landlord in 
writing within thirty (30) days of completion of the 
alteration and deliver to Landlord a set of the plans and 
specifications therefor, either "as built" or marked to 
show construction changes made, and (d) Tenant shall, upon 
Landlord's request, remove the alteration at the 
termination of the Lease and restore the Leased Premises to 
their condition prior to such alteration.
6.2 Ownership Of Improvements.  All modifications, 
alterations and improvements made or added to the Leased 
Premises by Tenant (other than the Tenant Improvements, 
Tenant's inventory, equipment, movable furniture, wall 
decorations and trade fixtures) shall be deemed real 
property and a part of the Leased Premises, but shall 
remain the property of Tenant during the Lease.  Any such 
modifications, alterations or improvements, once completed, 
shall not be altered or removed from the Leased Premises 
during the Lease Term without Landlord's written approval 
first obtained in accordance with the provisions of 
Paragraph 6.1 above.  At the expiration or sooner 
termination of this Lease, all such modifications, 
alterations and improvements other than Tenant's inventory, 
equipment, movable furniture, wall decorations and trade 
fixtures, shall automatically become the property of 
Landlord and shall be surrendered to Landlord as part of 
the Leased Premises as required pursuant to Article 2, 
unless Landlord shall require Tenant to remove any of such 
modifications, alterations or improvements in accordance 
with the provisions of Article 2, in which case Tenant 
shall so remove same.  Landlord shall have no obligations 
to reimburse Tenant for all or any portion of the cost or 
value of any such modifications, alterations or 
improvements so surrendered to Landlord.  All 
modifications, alterations or improvements which are 
installed or constructed on or attached to the Leased 
Premises by Landlord and/or at Landlord's expense, and all 
Tenant Improvements constructed with the Tenant Improvement 
Allowance shall be deemed real property and a part of the 
Leased Premises and shall be property of Landlord at all 
times.  All lighting, plumbing, electrical, heating, 
ventilating and air conditioning fixtures, partitioning, 
window coverings, wall coverings and floor coverings 
installed by Tenant shall be deemed improvements to the 
Leased Premises and not trade fixtures of Tenant.
6.3 Alterations Required By Law.  Tenant shall make all 
modifications, alterations and improvements to the Leased 
Premises, at its sole cost, that are required by any Law 
because of (i) Tenant's use or occupancy of the Leased 
Premises, the Building, the Outside Areas or the Property, 
(ii) Tenant's application for any permit or governmental 
approval, or (iii) Tenant's making of any modifications, 
alterations or improvements to or within the Leased 
Premises.  If Landlord shall, at any time during the Lease 
Term, be required by any governmental authority to make any 
modifications, alterations or improvements to the Building 
or the Property, the cost incurred by Landlord in making 
such modifications, alterations or improvements, including 
interest at a rate equal to the greater of (a) 12%, or 
(b) the sum of that rate quoted by Wells Fargo Bank, N.T. & 
S.A. from time to time as its prime rate, plus two percent 
(2%) ("Wells Prime Plus Two"), shall be amortized by 
Landlord over the useful life of such modifications, 
alterations or improvements, as determined in accordance 
with generally accepted accounting principles, and the 
monthly amortized cost of such modifications, alterations 
and improvements as so amortized shall be considered a 
Property Maintenance Cost.  Notwithstanding the foregoing, 
Landlord shall not include in Property Maintenance Costs 
the cost of modifications, alterations or improvements to 
Building or the Property if such are required by a 
governmental authority solely as a result of Landlord's 
Separate Work (as defined in the Work Letter attached as 
Exhibit B).
6.4 Liens.  Tenant shall keep the Property and every part 
thereof free from any lien, and shall pay when due all 
bills arising out of any work performed, materials 
furnished, or obligations incurred by Tenant, its agents, 
employees or contractors relating to the Property.  If any 
such claim of lien is recorded against Tenant's interest in 
this Lease, the Property or any part thereof, Tenant shall 
bond against, discharge or otherwise cause such lien to be 
entirely released within ten days after the same has been 
recorded.  Tenant's failure to do so shall be conclusively 
deemed a material default under the terms of this Lease.
ARTICLE 7

ASSIGNMENT AND SUBLETTING BY TENANT
7.1 By Tenant.  Tenant shall not sublet the Leased 
Premises or any portion thereof or assign its interest in 
this Lease, whether voluntarily or by operation of Law, 
without Landlord's prior written consent which shall not be 
unreasonably withheld.  Any attempted subletting or 
assignment without Landlord's prior written consent, at 
Landlord's election, shall constitute a default by Tenant 
under the terms of this Lease. The acceptance of rent by 
Landlord from any person or entity other than Tenant, or 
the acceptance of rent by Landlord from Tenant with 
knowledge of a violation of the provisions of this 
paragraph, shall not be deemed to be a waiver by Landlord 
of any provision of this Article or this Lease or to be a 
consent to any subletting by Tenant or any assignment of 
Tenant's interest in this Lease.  Without limiting the 
circumstances in which it may be reasonable for Landlord to 
withhold its consent to an assignment or subletting, 
Landlord and Tenant acknowledge that it shall be reasonable 
for Landlord to withhold its consent in the following 
instances:
(a) the proposed assignee or sublessee is a 
governmental agency;
(b) in Landlord's reasonable judgment, the use of 
the Leased Premises by the proposed assignee or sublessee 
would involve occupancy by other than primarily general 
office or software engineering personnel, would entail any 
alterations which would lessen the value of the leasehold 
improvements in the Leased Premises, or would require 
increased services by Landlord;
(c) in Landlord's reasonable judgment, the 
financial worth of the proposed assignee is less than that 
of Tenant or does not meet the credit standards applied by 
Landlord; 
(d) the proposed assignee or sublessee (or any of 
its affiliates) has been in material default under a lease, 
has been in litigation with a previous landlord, or in the 
ten years prior to the assignment or sublease has filed for 
bankruptcy protection, has been the subject of an 
involuntary bankruptcy, or has been adjudged insolvent;
(e) Landlord has experienced a previous default by 
or is in litigation with the proposed assignee or 
sublessee;
(f) in Landlord's reasonable judgment, the Leased 
Premises, or the relevant part thereof, will be used in a 
manner that will violate any negative covenant as to use 
contained in this Lease;
(g) the use of the Leased Premises by the proposed 
assignee or sublessee will violate any applicable law, 
ordinance or regulation, or the proposed assignee or 
sublessee will use or store Hazardous Materials;
(h) the proposed assignee or sublessee is, as of 
the date of this Lease, a tenant in the Building;
(i) the proposed assignment or sublease fails to 
include all of the terms and provisions required to be 
included therein pursuant to this Article 7;
(j) Tenant is in default of any obligation of 
Tenant under this Lease, or Tenant has defaulted under this 
Lease on three or more occasions during the 12 months 
preceding the date that Tenant shall request consent; or
(k) in the case of a subletting of less than the 
entire Leased Premises, if the subletting would result in 
the division of the Leased Premises into more than two 
subparcels or would require improvements to be made outside 
of the Leased Premises.
7.2 Merger, Reorganization, or Sale of Assets.  Any 
dissolution, merger, consolidation or other reorganization 
of Tenant, or the sale or other transfer in the aggregate 
over the Lease Term of a controlling percentage of the 
capital stock of Tenant, or the sale or transfer of all or 
a substantial portion of the assets of Tenant, shall be 
deemed a voluntary assignment of Tenant's interest in this 
Lease except that any public offering of capital stock or 
sales of stock (other than a block trade) through an over-
the-counter market or recognized national or international 
exchange shall not be included in determining whether a 
controlling percentage of the capital stock of Tenant has 
been transferred.  The phrase "controlling percentage" 
means the ownership of and the right to vote stock 
possessing more than fifty percent of the total combined 
voting power of all classes of Tenant's capital stock 
issued, outstanding and entitled to vote for the election 
of directors.  If Tenant is a partnership, a withdrawal or 
change, voluntary, involuntary or by operation of Law, of 
any general partner, or the dissolution of the partnership, 
shall be deemed a voluntary assignment of Tenant's interest 
in this Lease.  Notwithstanding the foregoing, Tenant may, 
without Landlord's prior written consent and without being 
subject to any of the provisions of this Article 7, 
including without limitation, Landlord's right to recapture 
any portion of the Leased Premises, sublet the Leased 
Premises or assign this Lease to (individually, a 
"Permitted Assignee," collectively, "Permitted Assignees"): 
(i) a subsidiary, affiliate, division, corporation or joint 
venture controlling, controlled by or under common control 
with Tenant; or (ii) a successor corporation related to 
Tenant by merger, consolidation, nonbankruptcy 
reorganization, or government action; provided that any 
Permitted Assignee under (i) or (ii) above has a net worth 
equal to or greater than Tenant and does not have any 
contingent or off-balance sheet liabilities that make it 
less credit worthy than Tenant.
7.3 Landlord's Election.  If Tenant shall desire to 
assign its interest under the Lease or to sublet the Leased 
Premises, Tenant must first notify Landlord, in writing, of 
its intent to so assign or sublet, at least thirty (30) 
days in advance of the date it intends to so assign its 
interest in this Lease or sublet the Leased Premises but 
not sooner than one hundred eighty days in advance of such 
date, specifying in detail the terms of such proposed 
assignment or subletting, including the name of the 
proposed assignee or sublessee, the property assignee's or 
sublessee's intended use of the Leased Premises, current 
financial statements (including a balance sheet, income 
statement and statement of cash flow, all prepared in 
accordance with generally accepted accounting principles) 
of such proposed assignee or sublessee, the form of 
documents to be used in effectuating such assignment or 
subletting and such other information as Landlord may 
reasonably request. Landlord shall have a period of ten 
(10) business days following receipt of such notice and the 
required information within which to do one of the 
following: (i) consent to such requested assignment or 
subletting subject to Tenant's compliance with the 
conditions set forth in Paragraph 7.4 below, or (ii) refuse 
to so consent to such requested assignment or subletting, 
provided that such consent shall not be unreasonably 
refused, or (iii) terminate this Lease as to the portion 
(including all) of the Leased Premises that is the subject 
of the proposed assignment or subletting; provided however, 
if for any proposed sublease, the term of the sublease is 
less than two (2) years in length and the term of the 
sublease expires more than two (2) years prior to the end 
of the original Lease Term, then Landlord shall not have 
the right to terminate this Lease as provided herein.  
During such ten (10) business day period, Tenant covenants 
and agrees to supply to Landlord, upon request, all 
necessary or relevant information which Landlord may 
reasonably request respecting such proposed assignment or 
subletting and/or the proposed assignee or sublessee.
7.4 Conditions To Landlord's Consent.  If Landlord elects 
to consent, or shall have been ordered to so consent by a 
court of competent jurisdiction, to such requested 
assignment or subletting, such consent shall be expressly 
conditioned upon the occurrence of each of the conditions 
below set forth, and any purported assignment or subletting 
made or ordered prior to the full and complete satisfaction 
of each of the following conditions shall be void and, at 
the election of Landlord, which election may be exercised 
at any time following such a purported assignment or 
subletting but prior to the satisfaction of each of the 
stated conditions, shall constitute a material default by 
Tenant under this Lease until cured by satisfying in full 
each such condition by the assignee or sublessee.  The 
conditions are as follows:
(a) Landlord having approved in form and substance 
the assignment or sublease agreement and any ancillary 
documents, which approval shall not be unreasonably 
withheld by Landlord if the requirements of this Article 7 
are otherwise complied with.
(b) Each such sublessee or assignee having agreed, 
in writing satisfactory to Landlord and its counsel and for 
the benefit of Landlord, to assume, to be bound by, and to 
perform the obligations of this Lease to be performed by 
Tenant which relate to space being subleased.
(c) Tenant having fully and completely performed 
all of its obligations under the terms of this Lease 
through and including the date of such assignment or 
subletting.
(d) Tenant having reimbursed to Landlord all 
reasonable costs and reasonable attorneys' fees incurred by 
Landlord in conjunction with the processing and 
documentation of any such requested subletting or 
assignment.
(e) Tenant having delivered to Landlord a complete 
and fully-executed duplicate original of such sublease 
agreement or assignment agreement (as applicable) and all 
related agreements.
(f) Tenant having paid, or having agreed in writing 
to pay as to future payments, to Landlord fifty percent 
(50%) of all assignment consideration or excess rentals to 
be paid to Tenant or to any other on Tenant's behalf or for 
Tenant's benefit for such assignment or subletting as 
follows:
(i) If Tenant assigns its interest under this 
Lease and if all or a portion of the consideration for such 
assignment is to be paid by the assignee at the time of the 
assignment, that Tenant shall have paid to Landlord and 
Landlord shall have received an amount equal to fifty 
percent (50%) of the assignment consideration so paid or to 
be paid (whichever is the greater) at the time of the 
assignment by the assignee; or
(ii) If Tenant assigns its interest under this 
Lease and if Tenant is to receive all or a portion of the 
consideration for such assignment in future installments, 
that Tenant and Tenant's assignee shall have entered into a 
written agreement with and for the benefit of Landlord 
satisfactory to Landlord and its counsel whereby Tenant and 
Tenant's assignee jointly agree to pay to Landlord an 
amount equal to fifty percent (50%) of all such future 
assignment consideration installments to be paid by such 
assignee as and when such assignment consideration is so 
paid.
(iii) If Tenant subleases the Leased Premises, 
that Tenant and Tenant's sublessee shall have entered into 
a written agreement with and for the benefit of Landlord 
satisfactory to Landlord and its counsel whereby Tenant and 
Tenant's sublessee jointly agree to pay to Landlord fifty 
percent (50%) of all excess rentals to be paid by such 
sublessee as and when such excess rentals are so paid.
7.5 Assignment Consideration And Excess Rentals Defined.  
For purposes of this Article, including any amendment to 
this Article by way of addendum or other writing, the term 
"assignment consideration" shall mean all consideration to 
be paid by the assignee to Tenant or to any other party on 
Tenant's behalf or for Tenant's benefit as consideration 
for such assignment, without deduction for any commissions 
paid by Tenant or any other costs or expenses (including, 
without limitation, tenant improvements, capital 
improvements, building upgrades, permit fees, attorneys' 
fees, and other consultants' fees) incurred by Tenant in 
connection with such assignment, and the term "excess 
rentals" shall mean all consideration to be paid by the 
sublessee to Tenant or to any other party on Tenant's 
behalf or for Tenant's benefit for the sublease of the 
Leased Premises in excess of the rent due to Landlord under 
the terms of this Lease for the same period, after 
deduction for any reasonable third party leasing 
commissions and any reasonably necessary tenant 
improvements paid for by Tenant but without deductions for 
any other costs or expenses (including, without limitation, 
building upgrades, permit fees, attorneys' fees, and other 
consultants' fees) incurred by Tenant in connection with 
such sublease.  Tenant agrees that the portion of any 
assignment consideration and/or excess rentals arising from 
any assignment or subletting by Tenant which is to be paid 
to Landlord pursuant to this Article now is and shall then 
be the property of Landlord and not the property of Tenant.
7.6 Payments.  All payments required by this Article to 
be made to Landlord shall be made in cash in full as and 
when they become due.  At the time Tenant, Tenant's 
assignee or sublessee makes each such payment to Landlord, 
Tenant or Tenant's assignee or sublessee, as the case may 
be, shall deliver to Landlord an itemized statement in 
reasonable detail showing the method by which the amount 
due Landlord was calculated and certified by the party 
making such payment as true and correct.
7.7 Good Faith.  The rights granted to Tenant by this 
Article are granted in consideration of Tenant's express 
covenant that all pertinent allocations which are made by 
Tenant between the rental value of the Leased Premises and 
the value of any of Tenant's personal property which may be 
conveyed or leased generally concurrently with and which 
may reasonably be considered a part of the same transaction 
as the permitted assignment or subletting shall be made 
fairly, honestly and in good faith.  If Tenant shall breach 
this covenant, Landlord may immediately declare Tenant to 
be in default under the terms of this Lease and terminate 
this Lease and/or exercise any other rights and remedies 
Landlord would have under the terms of this Lease in the 
case of a material default by Tenant under this Lease.
7.8 Effect Of Landlord's Consent.  No subletting or 
assignment, even with the consent of Landlord, shall 
relieve Tenant of its personal and primary obligation to 
pay rent and to perform all of the other obligations to be 
performed by Tenant hereunder.  Consent by Landlord to one 
or more assignments of Tenant's interest in this Lease or 
to one or more sublettings of the Leased Premises shall not 
be deemed to be a consent to any subsequent assignment or 
subletting.  If Landlord shall have been ordered by a court 
of competent jurisdiction to consent to a requested 
assignment or subletting, or such an assignment or 
subletting shall have been ordered by a court of competent 
jurisdiction over the objection of Landlord, such 
assignment or subletting shall not be binding between the 
assignee (or sublessee) and Landlord until such time as all 
conditions set forth in Paragraph 7.4 above have been fully 
satisfied (to the extent not then satisfied) by the 
assignee or sublessee, including, without limitation, the 
payment to Landlord of all agreed assignment considerations 
and/or excess rentals then due Landlord.
ARTICLE 8

LIMITATION ON LANDLORD'S LIABILITY AND INDEMNITY
8.1 Limitation On Landlord's Liability And Release.  
Landlord shall not be liable to Tenant for, and Tenant 
hereby releases Landlord and its partners, principals, 
members, officers, agents, employees, lenders, attorneys, 
and consultants from, any and all liability, whether in 
contract, tort or on any other basis, for any injury to or 
any damage sustained by Tenant, Tenant's agents, employees, 
contractors or invitees, any damage to Tenant's property, 
or any loss to Tenant's business, loss of Tenant's profits 
or other financial loss of Tenant resulting from or 
attributable to the condition of, the management of, the 
repair or maintenance of, the protection of, the supply of 
services or utilities to, the damage in or destruction of 
the Leased Premises, the Building, the Property or the 
Outside Areas, including without limitation (i) the 
failure, interruption, rationing or other curtailment or 
cessation in the supply of electricity, water, gas or other 
utility service to the Property, the Building or the Leased 
Premises; (ii) the vandalism or forcible entry into the 
Building or the Leased Premises; (iii) the penetration of 
water into or onto any portion of the Leased Premises; (iv) 
the failure to provide security and/or adequate lighting in 
or about the Property, the Building or the Leased Premises, 
(v) the existence of any design or construction defects 
within the Property, the Building or the Leased Premises; 
(vi) the failure of any mechanical systems to function 
properly (such as the HVAC systems); (vii) the blockage of 
access to any portion of the Property, the Building or the 
Leased Premises, except that Tenant does not so release 
Landlord from such liability to the extent such damage was 
proximately caused by Landlord's gross negligence, willful 
misconduct, or Landlord's failure to perform an obligation 
expressly undertaken pursuant to this Lease after a 
reasonable period of time shall have lapsed following 
receipt of written notice from Tenant to so perform such 
obligation.  In this regard, Tenant acknowledges that it is 
fully apprised of the provisions of Law relating to 
releases, and particularly to those provisions contained in 
Section 1542 of the California Civil Code which reads as 
follows:
"A general release does not extend to claims 
which the creditor does not know or suspect to 
exist in his favor at the time of executing the 
release, which if known by him must have 
materially affected his settlement with the 
debtor."
Notwithstanding such statutory provision, and for the 
purpose of implementing a full and complete release and 
discharge, Tenant hereby (i) waives the benefit of such 
statutory provision and (ii) acknowledges that, subject to 
the exceptions specifically set forth herein, the release 
and discharge set forth in this paragraph is a full and 
complete settlement and release and discharge of all claims 
and is intended to include in its effect, without 
limitation, all claims which Tenant, as of the date hereof, 
does not know of or suspect to exist in its favor.
8.2 Tenant's Indemnification Of Landlord.  Tenant shall 
indemnify, defend and hold harmless Landlord with competent 
counsel reasonably satisfactory to Landlord any claims made 
or legal actions filed or threatened against Landlord with 
respect to the violation of any Law, or the death, bodily 
injury, personal injury, property damage, or interference 
with contractual or property rights suffered by any third 
party occurring within the Leased Premises or resulting 
from Tenant's use or occupancy of the Leased Premises, the 
Building or the Outside Areas, or resulting from Tenant's 
activities in or about the Leased Premises, the Building, 
the Outside Areas or the Property, and Tenant shall 
indemnify and hold Landlord, Landlord's partners, 
principals, members, employees, agents and contractors 
harmless from any loss liability, penalties, or expense 
whatsoever (including any loss attributable to vacant space 
which otherwise would have been leased, but for such 
activities) resulting therefrom, except to the extent 
proximately caused by the gross negligence or willful 
misconduct of Landlord or Landlord's failure to perform an 
obligation expressly undertaken pursuant to this Lease 
after a reasonable period of time shall have lapsed 
following receipt of written notice from Tenant to so 
perform such obligation.  This indemnity agreement shall 
survive until the latter to occur of (i) the date of the 
expiration, or sooner termination, of this Lease, or (ii) 
the date Tenant actually vacates the Leased Premises.
8.3 Landlord's Indemnification Of Tenant.  Landlord shall 
indemnify defend, and hold harmless Tenant with competent 
counsel satisfactory to Tenant any claims made or legal 
actions filed or threatened against Tenant (to the extent 
proximately caused by the gross negligence or willful 
misconduct of Landlord or Landlord's failure to perform an 
obligation expressly undertaken pursuant to this Lease 
after a reasonable period of time shall have lapsed 
following receipt of written notice from Landlord to so 
perform such obligation) with respect to the violation of 
any Law, or the death, bodily injury, personal injury, 
property damage, or interference with contractual or 
property rights suffered by any third party.
ARTICLE 9

INSURANCE
9.1 Tenant's Insurance.  Tenant shall maintain insurance 
complying with all of the following:
(a) Tenant shall procure, pay for and keep in full 
force and effect, at all times during the Lease Term, the 
following:
(i) Comprehensive general liability insurance 
insuring Tenant against liability for personal injury, 
bodily injury, death and damage to property occurring 
within the Leased Premises, or resulting from Tenant's use 
or occupancy of the Leased Premises, the Building, the 
Outside Areas or the Property, or resulting from Tenant's 
activities in or about the Leased Premises or the Property, 
with coverage in an amount equal to Tenant's Required 
Liability Coverage (as set forth in Article 1), which 
insurance shall contain a "broad form liability" 
endorsement insuring Tenant's performance of Tenant's 
obligations to indemnify Landlord as contained in this 
Lease.
(ii) Fire and property damage insurance in so-
called "fire and extended coverage" form insuring Tenant 
against loss from physical damage to Tenant's personal 
property, inventory, trade fixtures and improvements within 
the Leased Premises with coverage for the full actual 
replacement cost thereof;
(iii) Plate glass insurance, at actual 
replacement cost;
(iv) Pressure vessel insurance, if applicable;
(v) Product liability insurance (including, 
without limitation, if food and/or beverages are 
distributed, sold and/or consumed within the Leased 
Premises, to the extent obtainable, coverage for liability 
arising out of the distribution, sale, use or consumption 
of food and/or beverages (including alcoholic beverages, if 
applicable) at the Leased Premises for not less than 
Tenant's Required Liability Coverage (as set forth in 
Article 1);
(vi) Workers' compensation insurance and any 
other employee benefit insurance sufficient to comply with 
all laws; and
(vii) With respect to making of alterations or 
the construction of improvements or the like undertaken by 
Tenant, contingent liability and builder's risk insurance, 
in an amount and with coverage reasonably satisfactory to 
Landlord.
(b) Each policy of liability insurance required to 
be carried by Tenant pursuant to this paragraph or actually 
carried by Tenant with respect to the Leased Premises or 
the Property: (i) shall, except with respect to insurance 
required by subparagraph (a)(vi) above, name Landlord, and 
such others as are designated by Landlord, as additional 
insureds; (ii) shall be primary insurance providing that 
the insurer shall be liable for the full amount of the 
loss, up to and including the total amount of liability set 
forth in the declaration of coverage, without the right of 
contribution from or prior payment by any other insurance 
coverage of Landlord; (iii) shall be in a form satisfactory 
to Landlord; (iv) shall be carried with companies 
reasonably acceptable to Landlord with Best's ratings of at 
least A and XI; (v) shall provide that such policy shall 
not be subject to cancellation, lapse or change except 
after at least thirty days prior written notice to 
Landlord, and (vi) shall contain a so-called "severability" 
or "cross liability" endorsement.  Each policy of property 
insurance maintained by Tenant with respect to the Leased 
Premises or the Property or any property therein (i) shall 
provide that such policy shall not be subject to 
cancellation, lapse or change except after at least thirty 
days prior written notice to Landlord and (ii) shall 
contain a waiver and/or a permission to waive by the 
insurer of any right of subrogation against Landlord, its 
partners, principals, members, officers, employees, agents 
and contractors, which might arise by reason of any payment 
under such policy or by reason of any act or omission of 
Landlord, its partners, principals, members, officers, 
employees, agents and contractors.
(c) Prior to the time Tenant or any of its 
contractors enters the Leased Premises, Tenant shall 
deliver to Landlord, with respect to each policy of 
insurance required to be carried by Tenant pursuant to this 
Article, a copy of such policy (appropriately authenticated 
by the insurer as having been issued, premium paid) or a 
certificate of the insurer certifying in form satisfactory 
to Landlord that a policy has been issued, premium paid, 
providing the coverage required by this Paragraph and 
containing the provisions specified herein.  With respect 
to each renewal or replacement of any such insurance, the 
requirements of this Paragraph must be complied with not 
less than thirty days prior to the expiration or 
cancellation of the policies being renewed or replaced.  
Landlord may, at any time and from time to time, inspect 
and/or copy any and all insurance policies required to be 
carried by Tenant pursuant to this Article.  If Landlord's 
Lender, insurance broker, advisor or counsel reasonably 
determines at any time that the amount of coverage set 
forth in Paragraph 9.1(a) for any policy of insurance 
Tenant is required to carry pursuant to this Article is not 
adequate, then Tenant shall increase the amount of coverage 
for such insurance to such greater amount as Landlord's 
Lender, insurance broker, advisor or counsel reasonably 
deems adequate.
9.2 Landlord's Insurance.  With respect to insurance 
maintained by Landlord:
(a) Landlord shall maintain, as the minimum 
coverage required of it by this Lease, fire and property 
damage insurance in so-called "fire and extended coverage" 
form insuring Landlord (and such others as Landlord may 
designate) against loss from physical damage to the 
Building with coverage of not less than one hundred percent 
(100%) of the full actual replacement cost thereof and 
against loss of rents for a period of not less than six 
months.  Such fire and property damage insurance, at 
Landlord's election but without any requirements on 
Landlord's behalf to do so, (i) may be written in so-called 
"all risk" form, excluding only those perils commonly 
excluded from such coverage by Landlord's then property 
damage insurer; (ii) may provide coverage for physical 
damage to the improvements so insured for up to the entire 
full actual replacement cost thereof; (iii) may be endorsed 
to cover loss or damage caused by any additional perils 
against which Landlord may elect to insure, including 
earthquake and/or flood; and/or (iv) may provide coverage 
for loss of rents for a period of up to twelve months.  
Landlord shall not be required to cause such insurance to 
cover any of Tenant's personal property, inventory, and 
trade fixtures, or any modifications, alterations or 
improvements made or constructed by Tenant to or within the 
Leased Premises.  Landlord shall use commercially 
reasonable efforts to obtain such insurance at competitive 
rates.
(b) Landlord shall maintain comprehensive general 
liability insurance insuring Landlord (and such others as 
are designated by Landlord) against liability for personal 
injury, bodily injury, death, and damage to property 
occurring in, on or about, or resulting from the use or 
occupancy of the Property, or any portion thereof, with 
combined single limit coverage of at least Three Million 
Dollars ($3,000,000).  Landlord may carry such greater 
coverage as Landlord or Landlord's Lender, insurance 
broker, advisor or counsel may from time to time determine 
is reasonably necessary for the adequate protection of 
Landlord and the Property.
(c) Landlord may maintain any other insurance which 
in the opinion of its insurance broker, advisor or legal 
counsel is prudent in carry under the given circumstances, 
provided such insurance is commonly carried by owners of 
property similarly situated and operating under similar 
circumstances.
9.3 Mutual Waiver Of Subrogation.  Landlord hereby 
releases Tenant, and Tenant hereby releases Landlord, 
together with each of their respective partners, 
principals, members, officers, agents, employees and 
servants, from any and all liability for loss, damage or 
injury to the property of the other in or about the Leased 
Premises or the Property which is caused by or results from 
a peril or event or happening which is covered by insurance 
actually carried and in force at the time of the loss; 
provided, however, that such waiver shall be effective only 
to the extent permitted by the insurance pertaining to such 
loss.
ARTICLE 10

DAMAGE TO LEASED PREMISES
10.1 Landlord's Duty To Restore.  If the Leased Premises, 
the Building or the Outside Area are damaged by any peril 
after the Effective Date of this Lease, Landlord shall 
restore the same, as and when required by this paragraph, 
unless this Lease is terminated by Landlord pursuant to 
Paragraph 10.3 or by Tenant pursuant to Paragraph 10.4.  If 
this Lease is not so terminated, then upon the issuance of 
all necessary governmental permits, Landlord shall commence 
and diligently prosecute to completion the restoration of 
the Leased Premises, the Building or the Outside Area, as 
the case may be, to the extent then allowed by law, to 
substantially the same condition in which it existed as of 
the Lease Commencement Date.  Landlord's obligation to 
restore shall be limited to actual receipt of insurance 
proceeds and to the improvements constructed by Landlord.  
Landlord shall have no obligation to restore any 
Improvements made by Tenant to the Leased Premises or any 
of Tenant's personal property, inventory or trade fixtures.  
Upon completion of the restoration by Landlord, Tenant 
shall forthwith replace or fully repair all of Tenant's 
personal property, inventory, trade fixtures and other 
improvements constructed by Tenant to like or similar 
conditions as existed at the time immediately prior to such 
damage or destruction.
10.2 Insurance Proceeds.  All insurance proceeds available 
from the fire and property damage insurance carried by 
Landlord shall be paid to and become the property of 
Landlord.  If this Lease is terminated pursuant to either 
Paragraph 10.3 or 10.4, all insurance proceeds available 
from insurance carried by Tenant which cover loss of 
property that is Landlord's property or would become 
Landlord's property on termination of this Lease shall be 
paid to and become the property of Landlord, and the 
remainder of such proceeds shall be paid to and become the 
property of Tenant.  If this Lease is not terminated 
pursuant to either Paragraph 10.3 or 10.4, all insurance 
proceeds available from insurance carried by Tenant which 
cover loss to property that is Landlord's property shall be 
paid to and become the property of Landlord, and all 
proceeds available from such insurance which cover loss to 
property which would only become the property of Landlord 
upon the termination of this Lease shall be paid to and 
remain the property of Tenant.  The determination of 
Landlord's property and Tenant's property shall be made 
pursuant to Paragraph 6.2.
10.3 Landlord's Right To Terminate.  Landlord shall have 
the option to terminate this Lease in the event any of the 
following occurs, which option may be exercised only by 
delivery to Tenant of a written notice of election to 
terminate within thirty (30) days after the date of such 
damage or destruction:
(a) The Building is damaged by any peril covered by 
valid and collectible insurance actually carried by 
Landlord and in force at the time of such damage or 
destruction (an "insured peril") to such an extent that the 
estimated cost to restore the Building exceeds the lesser 
of (i) the insurance proceeds available from insurance 
actually carried by Landlord, or (ii) fifty percent of the 
then actual replacement cost thereof;
(b) The Building is damaged by an uninsured peril, 
which peril Landlord was not required to insure against 
pursuant to the provisions of Article 9 of this Lease;
(c) The Building is damaged by any peril and, 
because of the laws then in force, the Building (i) cannot 
be restored at reasonable cost or (ii) if restored, cannot 
be used for the same use being made thereof before such 
damage;
provided, however, in the event Landlord elects to 
terminate the Lease because of a shortfall of funds, as may 
be permitted herein, Tenant shall have fifteen (15) days 
from the date it receives notice from Landlord of such 
termination to elect to pay such shortfall, at Tenant's 
sole cost and expense, in which case Landlord shall not 
terminate the Lease.
10.4 Tenant's Right To Terminate.  If the Leased Premises, 
the Building or the Outside Area are damaged by any peril 
and Landlord does not elect to terminate this Lease or is 
not entitled to terminate this Lease pursuant to this 
Article, then as soon as reasonably practicable, Landlord 
shall furnish Tenant with the written opinion of Landlord's 
architect or construction consultant as to when the 
restoration work required of Landlord may be complete.  
Tenant shall have the option to terminate this Lease in the 
event any of the following occurs, which option may be 
exercised only by delivery to Landlord of a written notice 
of election to terminate within seven days after Tenant 
receives from Landlord the estimate of the time needed to 
complete such restoration:
(a) If the time estimated to substantially complete 
the restoration exceeds nine (9) months from and after the 
date the architect's or construction consultant's written 
opinion is delivered; or
(b) If the damage occurred within twelve months of 
the last day of the Lease Term and the time estimated to 
substantially complete the restoration exceeds one hundred 
thirty-five (135) days from and after the date such 
restoration is commenced.
10.5 Tenant's Waiver.  Landlord and Tenant agree that the 
provisions of Paragraph 10.4 above, captioned "Tenant's 
Right To Terminate", are intended to supersede and replace 
the provisions contained in California Civil Code, Section 
1932, Subdivision 2, and California Civil Code, Section 
1934, and accordingly, Tenant hereby waives the provisions 
of such Civil Code Sections and the provisions of any 
successor Civil Code Sections or similar laws hereinafter 
enacted.
10.6 Abatement Of Rent.  In the event of damage to the 
Leased Premises which does not result in the termination of 
this Lease, the Base Monthly Rent (and any Additional Rent) 
shall be temporarily abated during the period of 
restoration in proportion in the degree to which Tenant's 
use of the Leased Premises is impaired by such damage.
ARTICLE 11

CONDEMNATION
11.1 Tenant's Right To Terminate.  Except as otherwise 
provided in Paragraph 11.4 below regarding temporary 
takings, Tenant shall have the option to terminate this 
Lease if, as a result of any taking, (i) all of the Leased 
Premises is taken, or (ii) twenty-five percent (25%) or 
more of the Leased Premises is taken and the part of the 
Leased Premises that remains cannot, within a reasonable 
period of time, be made reasonably suitable for the 
continued operation of Tenant's business.  Tenant must 
exercise such option within a reasonable period of time, to 
be effective on the later to occur of (i) the date that 
possession of that portion of the Leased Premises that is 
condemned is taken by the condemnor or (ii) the date Tenant 
vacated the Leased Premises.
11.2 Landlord's Right To Terminate.  Except as otherwise 
provided in Paragraph 11.4 below regarding temporary 
takings, Landlord shall have the option to terminate this 
Lease if, as a result of any taking, (i) all of the Leased 
Premises is taken, (ii) twenty-five percent (25%) or more 
of the Leased Premises is taken and the part of the Leased 
Premises that remains cannot, within a reasonable period of 
time, be made reasonably suitable for the continued 
operation of Tenant's business, or (iii) because of the 
laws then in force, the Leased Premises may not be used for 
the same use being made before such taking, whether or not 
restored as required by Paragraph 11.3 below.  Any such 
option to terminate by Landlord must be exercised within a 
reasonable period of time, to be effective as of the date 
possession is taken by the condemnor.
11.3 Restoration.  If any part of the Leased Premises or 
the Building is taken and this Lease is not terminated, 
then Landlord shall, to the extent not prohibited by laws 
then in force, repair any damage occasioned thereby to the 
remainder thereof to a condition reasonably suitable for 
Tenant's continued operations and otherwise, to the extent 
practicable, in the manner and to the extent provided in 
Paragraph 10.1.
11.4 Temporary Taking.  If a portion of the Leased 
Premises is temporarily taken for a period of one year or 
less and such period does not extend beyond the Lease 
Expiration Date, this Lease shall remain in effect.  If any 
portion of the Leased Premises is temporarily taken for a 
period which exceeds one year or which extends beyond the 
Lease Expiration Date, then the rights of Landlord and 
Tenant shall be determined in accordance with 
Paragraphs 11.1 and 11.2 above.
11.5 Division Of Condemnation Award.  Any award made for 
any taking of the Property, the Building, or the Leased 
Premises, or any portion thereof, shall belong to and be 
paid to Landlord, and Tenant hereby assigns to Landlord all 
of its right, title and interest in any such award; 
provided, however, that Tenant shall be entitled to receive 
any portion of the award that is made specifically (i) for 
the taking of personal property, inventory or trade 
fixtures belonging to Tenant, (ii) for the interruption of 
Tenant's business or its moving costs, or (iii) for the 
value of any leasehold improvements installed and paid for 
by Tenant.  The rights of Landlord and Tenant regarding any 
condemnation shall be determined as provided in this 
Article, and each party hereby waives the provisions of 
Section 1265.130 of the California Code of Civil Procedure, 
and the provisions of any similar law hereinafter enacted, 
allowing either party to petition the Supreme Court to 
terminate this Lease and/or otherwise allocate condemnation 
awards between Landlord and Tenant in the event of a taking 
of the Leased Premises.
11.6 Abatement Of Rent.  In the event of a taking of the 
Leased Premises which does not result in a termination of 
this Lease (other than a temporary taking), then, as of the 
date possession is taken by the condemning authority, the 
Base Monthly Rent shall be reduced in the same proportion 
that the area of that part of the Leased Premises so taken 
(less any addition to the area of the Leased Premises by 
reason of any reconstruction) bears to the area of the 
Leased Premises immediately prior to such taking.
11.7 Taking Defined.  The term "taking" or "taken" as used 
in this Article 11 shall mean any transfer or conveyance of 
all or any portion of the Property to a public or quasi-
public agency or other entity having the power of eminent 
domain pursuant to or as a result of the exercise of such 
power by such an agency, including any inverse condemnation 
and/or any sale or transfer by Landlord of all or any 
portion of the Property to such an agency under threat of 
condemnation or the exercise of such power.
ARTICLE 12

DEFAULT AND REMEDIES
12.1 Events Of Tenant's Default.  Tenant shall be in 
default of its obligations under this Lease if any of the 
following events occur:
(a) Tenant shall have failed to pay Base Monthly 
Rent or any Additional Rent when due; provided, however, 
that once but only once in any twelve (12) month period 
during the Lease Term, Tenant shall be entitled to written 
notice of non-receipt of Base Monthly Rent or Additional 
Rent from Landlord, and Tenant shall not be in default for 
such delinquency if such installment of Base Monthly Rent 
or Additional Rent is received by Landlord within five (5) 
business days after Tenant's receipt of such notice from 
Landlord; or
(b) Tenant shall have done or permitted to be done 
any act, use or thing in its use, occupancy or possession 
of the Leased Premises or the Building or the Outside Areas 
which is prohibited by the terms of this Lease; or
(c) Tenant shall have failed to perform any term, 
covenant or condition of this Lease (except those requiring 
the payment of Base Monthly Rent or Additional Rent, which 
failures shall be governed by subparagraph (a) above) 
within thirty (30) days after written notice from Landlord 
to Tenant specifying the nature of such failure and 
requesting Tenant to perform same; or
(d) Tenant shall have sublet the Leased Premises or 
assigned or encumbered its interest in this Lease in 
violation of the provisions contained in Article 7, whether 
voluntarily or by operation of law; or
(e) Tenant shall have abandoned the Leased 
Premises; or
(f) Tenant or any Guarantor of this Lease shall 
have permitted or suffered the sequestration or attachment 
of, or execution on, or the appointment of a custodian or 
receiver with respect to, all or any substantial part of 
the property or assets of Tenant (or such Guarantor) or any 
property or asset essential to the conduct of Tenant's (or 
such Guarantor's) business, and Tenant (or such Guarantor) 
shall have failed to obtain a return or release of the same 
within thirty days thereafter, or prior to sale pursuant to 
such sequestration, attachment or levy, whichever is 
earlier; or
(g) Tenant or any Guarantor of this Lease shall 
have made a general assignment of all or a substantial part 
of its assets for the benefit of its creditors; or
(h) Tenant or any Guarantor of this Lease shall 
have allowed (or sought) to have entered against it a 
decree or order which:  (i) grants or constitutes an order 
for relief, appointment of a trustee, or condemnation or a 
reorganization plan under the bankruptcy laws of the United 
States; (ii) approves as properly filed a petition seeking 
liquidation or reorganization under said bankruptcy laws or 
any other debtor's relief law or similar statute of the 
United States or any state thereof; or (iii) otherwise 
directs the winding up or liquidation of Tenant; provided, 
however, if any decree or order was entered without 
Tenant's consent or over Tenant's objection, Landlord may 
not terminate this Lease pursuant to this Subparagraph if 
such decree or order is rescinded or reversed within thirty 
days after its original entry; or
(i) Tenant or any Guarantor of this Lease shall 
have availed itself of the protection of any debtor's 
relief law, moratorium law or other similar law which does 
not require the prior entry of a decree or order.
12.2 Landlord's Remedies.  In the event of any default by 
Tenant, and without limiting Landlord's right to 
indemnification as provided in Article 8.2, Landlord shall 
have the following remedies, in addition to all other 
rights and remedies provided by law or otherwise provided 
in this Lease, to which Landlord may resort cumulatively, 
or in the alternative:
(a) Landlord may, at Landlord's election, keep this 
Lease in effect and enforce, by an action at law or in 
equity, all of its rights and remedies under this Lease 
including, without limitation, (i) the right to recover the 
rent and other sums as they become due by appropriate legal 
action, (ii) the right to make payments required by Tenant, 
or perform Tenant's obligations and be reimbursed by Tenant 
for the cost thereof with interest at the then maximum rate 
of interest not prohibited by law from the date the sum is 
paid by Landlord until Landlord is reimbursed by Tenant, 
and (iii) the remedies of injunctive relief and specific 
performance to prevent Tenant from violating the terms of 
this Lease and/or to compel Tenant to perform its 
obligations under this Lease, as the case may be.
(b) Landlord may, at Landlord's election, terminate 
this Lease by giving Tenant written notice of termination, 
in which event this Lease shall terminate on the date set 
forth for termination in such notice.  Any termination 
under this subparagraph shall not relieve Tenant from its 
obligation to pay to Landlord all Base Monthly Rent and 
Additional Rent then or thereafter due, or any other sums 
due or thereafter accruing to Landlord, or from any claim 
against Tenant for damages previously accrued or then or 
thereafter accruing.  In no event shall any one or more of 
the following actions by Landlord, in the absence of a 
written election by Landlord to terminate this Lease 
constitute a termination of this Lease:
(i) Appointment of a receiver or keeper in 
order to protect Landlord's interest hereunder;
(ii) Consent to any subletting of the Leased 
Premises or assignment of this Lease by Tenant, whether 
pursuant to the provisions hereof or otherwise; or 
(iii) Any action taken by Landlord or its 
partners, principals, members, officers, agents, employees, 
or servants, which is intended to mitigate the adverse 
effects of any breach of this Lease by Tenant, including, 
without limitation, any action taken to maintain and 
preserve the Leased Premises on any action taken to relet 
the Leased Premises or any portion thereof for the account 
at Tenant and in the name of Tenant.
(c) In the event Tenant breaches this Lease and 
abandons the Leased Premises, Landlord may terminate this 
Lease, but this Lease shall not terminate unless Landlord 
gives Tenant written notice of termination.  If Landlord 
does not terminate this Lease by giving written notice of 
termination, Landlord may enforce all its rights and 
remedies under this Lease, including the right and remedies 
provided by California Civil Code Section 1951.4 ("lessor 
may continue lease in effect after lessee's breach and 
abandonment and recover rent as it becomes due, if lessee 
has right to sublet or assign, subject only to reasonable 
limitations"), as in effect on the Effective Date of this 
Lease.
(d) In the event Landlord terminates this Lease, 
Landlord shall be entitled, at Landlord's election, to the 
rights and remedies provided in California Civil Code 
Section 1951.2, as in effect on the Effective Date of this 
Lease.  For purposes of computing damages pursuant to 
Section 1951.2, an interest rate equal to the maximum rate 
of interest then not prohibited by law shall be used where 
permitted.  Such damages shall include, without limitation:
(i) The worth at the time of award of the 
amount by which the unpaid rent for the balance of the term 
after the time of award exceeds the amount of such rental 
loss that Tenant proves could be reasonably avoided, 
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; and 
(ii) Any other amount necessary to compensate 
Landlord for all detriment proximately caused by Tenant's 
failure to perform Tenant's obligations under this Lease, 
or which in the ordinary course of things would be likely 
to result therefrom, including without limitation, the 
following:  (i) expenses for cleaning, repairing or 
restoring the Leased Premises, (ii) expenses for altering, 
remodeling or otherwise improving the Leased Premises for 
the purpose of reletting, including removal of existing 
leasehold improvements and/or installation of additional 
leasehold improvements (regardless of how the same is 
funded, including reduction of rent, a direct payment or 
allowance to a new tenant, or otherwise), (iii) broker's 
fees allocable to the remainder of the term of this Lease, 
advertising costs and other expenses of reletting the 
Leased Premises; (iv) costs of carrying and maintaining the 
Leased Premises, such as taxes, insurance premiums, utility 
charges and security precautions, (v) expenses incurred in 
removing, disposing of and/or storing any of Tenant's 
personal property, inventory or trade fixtures remaining 
therein; (vi) reasonable attorney's fees, expert witness 
fees, court costs and other reasonable expenses incurred by 
Landlord (but not limited to taxable costs) in retaking 
possession of the Leased Premises, establishing damages 
hereunder, and releasing the Leased Premises; and (vii) any 
other expenses, costs or damages otherwise incurred or 
suffered as a result of Tenant's default.
12.3 Landlord's Default And Tenant's Remedies.  In the 
event Landlord fails to perform its obligations under this 
Lease, Landlord shall nevertheless not be in default under 
the terms of this Lease until such time as Tenant shall 
have first given Landlord written notice specifying the 
nature of such failure to perform its obligations, and then 
only after Landlord shall have had thirty (30) days 
following its receipt of such notice within which to 
perform such obligations; provided that, if longer than 
thirty (30) days is reasonably required in order to perform 
such obligations, Landlord shall have such longer period.  
In the event of Landlord's default as above set forth, 
then, and only then, Tenant may then proceed in equity or 
at law to compel Landlord to perform its obligations and/or 
to recover damages proximately caused by such failure to 
perform (except as and to the extent Tenant has waived its 
right to damages as provided in this Lease).
12.4 Limitation Of Tenant's Recourse.  Tenant's recourse 
shall be limited to Landlord's interest in the Property, or 
the net proceeds from the sale thereof.  In addition, if 
Landlord is a corporation, trust, partnership, joint 
venture, limited liability company, unincorporated 
association, or other form of business entity, Tenant 
agrees that (i) the obligations of Landlord under this 
Lease shall not constitute personal obligations of the 
officers, directors, trustees, partners, joint venturers, 
members, owners, stockholders, or other principals of such 
business entity, and (ii) Tenant shall have no recourse to 
the assets of such officers, directors, trustees, partners, 
joint venturers, members, owners, stockholders or 
principals.  Additionally, if Landlord is a partnership or 
limited liability company, then Tenant covenants and 
agrees:
(a) No partner or member of Landlord shall be sued 
or named as a party in any suit or action brought by Tenant 
with respect to any alleged breach of this Lease (except to 
the extent necessary to secure jurisdiction over the 
partnership and then only for that sole purpose);
(b) No service of process shall be made against any 
partner or member of Landlord except for the sole purpose 
of securing jurisdiction over the partnership; and 
(c) No writ of execution will ever be levied 
against the assets of any partner or member of Landlord 
other than to the extent of his or her interest in the 
assets of the partnership or limited liability company 
constituting Landlord.
Tenant further agrees that each of the foregoing covenants 
and agreements shall be enforceable by Landlord and by any 
partner or member of Landlord and shall be applicable to 
any actual or alleged misrepresentation or nondisclosure 
made regarding this Lease or the Leased Premises or any 
actual or alleged failure, default or breach of any 
covenant or agreement either expressly or implicitly 
contained in this Lease or imposed by statute or at common 
law.
12.5 Tenant's Waiver.  Landlord and Tenant agree that the 
provisions of Paragraph 12.3 above are intended to 
supersede and replace the provisions of California Civil 
Code Sections 1932(1), 1941 and 1942, and accordingly, 
Tenant hereby waives the provisions of California Civil 
Code Sections 1932(1), 1941 and 1942 and/or any similar or 
successor law regarding Tenant's right to terminate this 
Lease or to make repairs and deduct the expenses of such 
repairs from the rent due under this Lease.
ARTICLE 13

GENERAL PROVISIONS
13.1 Taxes On Tenant's Property.  Tenant shall pay before 
delinquency any and all taxes, assessments, license fees, 
use fees, permit fees and public charges of whatever nature 
or description levied, assessed or imposed against Tenant 
or Landlord by a governmental agency arising out of, caused 
by reason of or based upon Tenant's estate in this Lease, 
Tenant's ownership of property, improvements made by Tenant 
to the Leased Premises or the Outside Areas, improvements 
made by Landlord for Tenant's use within the Leased 
Premises or the Outside Areas, Tenant's use (or estimated 
use) of public facilities or services or Tenant's 
consumption (or estimated consumption) of public utilities, 
energy, water or other resources (collectively, "Tenant's 
Interest").  Upon demand by Landlord, Tenant shall furnish 
Landlord with satisfactory evidence of these payments.  If 
any such taxes, assessments, fees or public charges are 
levied against Landlord, Landlord's property, the Building 
or the Property, or if the assessed value of the Building 
or the Property is increased by the inclusion therein of a 
value placed upon Tenant's Interest, regardless of the 
validity thereof, Landlord shall have the right to require 
Tenant to pay such taxes, and if not paid and satisfactory 
evidence of payment delivered to Landlord at least ten days 
prior to delinquency, then Landlord shall have the right to 
pay such taxes on Tenant's behalf and to invoice Tenant for 
the same.  Tenant shall, within the earlier to occur of (a) 
thirty (30) days of the date it receives an invoice from 
Landlord setting forth the amount of such taxes, 
assessments, fees, or public charge so levied, or (b) the 
due date of such invoice, pay to Landlord, as Additional 
Rent, the amount set forth in such invoice.  Failure by 
Tenant to pay the amount so invoiced within such time 
period shall be conclusively deemed a default by Tenant 
under this Lease.  Tenant shall have the right to bring 
suit in any court of competent jurisdiction to recover from 
the taxing authority the amount of any such taxes, 
assessments, fees or public charges so paid.
13.2 Holding Over.  This Lease shall terminate without 
further notice on the Lease Expiration Date (as set forth 
in Article 1).  Any holding over by Tenant after expiration 
of the Lease Term shall neither constitute a renewal nor 
extension of this Lease nor give Tenant any rights in or to 
the Leased Premises except as expressly provided in this 
Paragraph.  Any such holding over to which Landlord has 
consented shall be construed to be a tenancy from month to 
month, on the same terms and conditions herein specified 
insofar as applicable, except that the Base Monthly Rent 
shall be increased to an amount equal to one hundred fifty 
percent (150%) of the Base Monthly Rent payable during the 
last full month immediately preceding such holding over.
13.3 Subordination To Mortgages.  This Lease is subject to 
and subordinate to all ground leases, mortgages and deeds 
of trust which affect the Building or the Property and 
which are of public record as of the Effective Date of this 
Lease and which are of public record as of the date 
Landlord acquires fee title to the Property, or which my 
operation of law, have priority over this Lease, and to all 
renewals, modifications, consolidations, replacements and 
extensions thereof; provided, however, that Landlord, 
within sixty (60) days following the date it acquires fee 
title to the Property shall make commercially reasonable 
efforts to provided Tenant with a Subordination, 
Nondisturbance and Attornment Agreement from any ground 
lessors or lenders holding such ground leases, mortgages or 
deeds of trust.  If the lessor under any such ground lease 
or any lender holding any such mortgage or deed of trust 
shall advise Landlord that it desires or requires this 
Lease to be made prior and superior thereto, then, upon 
written request of Landlord to Tenant, Tenant shall 
promptly execute, acknowledge and deliver any and all 
customary or reasonable documents or instruments which 
Landlord and such lessor or lender deems necessary or 
desirable to make this Lease prior thereto.  Tenant hereby 
consents to Landlord's ground leasing the land underlying 
the Building or the Property and/or encumbering the 
Building or the Property as security for future loans on 
such terms as Landlord shall desire, all of which future 
ground leases, mortgages or deeds of trust shall be subject 
to and subordinate to this Lease.  However, if any lessor 
under any such future ground lease or any lender holding 
such future mortgage or deed of trust shall desire or 
require that this Lease be made subject to and subordinate 
to such future ground lease, mortgage or deed of trust, 
then Tenant agrees, within ten days after Landlord's 
written request therefor, to execute, acknowledge and 
deliver to Landlord any and all documents or instruments 
requested by Landlord or by such lessor or lender as may be 
necessary or proper to assure the subordination of this 
Lease to such future ground lease, mortgage or deed of 
trust, but only if such lessor or lender agrees to 
recognize Tenant's rights under this Lease and agrees not 
to disturb Tenant's quiet possession of the Leased Premises 
so long as Tenant is not in default under this Lease.  If 
Landlord assigns the Lease as security for a loan, Tenant 
agrees to execute such documents as are reasonably 
requested by the lender and to provide reasonable 
provisions in the Lease protecting such lender's security 
interest which are customarily required by institutional 
lenders making loans secured by a deed of trust, and which 
do not increase Tenant's monetary obligations hereunder or 
materially increase Tenant's nonmonetary obligations 
hereunder.
13.4 Tenant's Attornment Upon Foreclosure.  Tenant shall, 
upon request, attorn (i) to any purchaser of the Building 
or the Property at any foreclosure sale or private sale 
conducted pursuant to any security instruments encumbering 
the Building or the Property, (ii) to any grantee or 
transferee designated in any deed given in lieu of 
foreclosure of any security interest encumbering the 
Building or the Property, or (iii) to the lessor under an 
underlying ground lease of the land underlying the Building 
or the Property, should such ground lease be terminated; 
provided that such purchaser, grantee or lessor recognizes 
Tenant's rights under this Lease.
13.5 Mortgagee Protection.  In the event of any default on 
the part of Landlord, Tenant will give notice by registered 
mail to any Lender or lessor under any underlying ground 
lease who shall have requested, in writing, to Tenant that 
it be provided with such notice, and Tenant shall offer 
such Lender or lessor a reasonable opportunity to cure the 
default, including time to obtain possession of the Leased 
Premises by power of sale or judicial foreclosure or other 
appropriate legal proceedings if reasonably necessary to 
effect a cure (other than for maintenance or repair 
obligations).
13.6 Estoppel Certificate.  Tenant will, following any 
request by Landlord, promptly execute and deliver to 
Landlord an estoppel certificate in the form attached as 
Exhibit C, (i) certifying that this Lease is unmodified and 
in full force and effect, or, if modified, stating the 
nature of such modification and certifying that this Lease, 
as so modified, is in full force and effect, (ii) stating 
the date to which the rent and other charges are paid in 
advance, if any, (iii) acknowledging that there are not, to 
Tenant's knowledge, any uncured defaults on the part of 
Landlord hereunder, or specifying such defaults if any are 
claimed, and (iv) certifying such other information about 
this Lease as may be reasonably requested by Landlord, its 
Lender or prospective lenders, investors or purchasers of 
the Building or the Property.  Tenant's failure to execute 
and deliver such estoppel certificate within ten days after 
Landlord's request therefor shall be a material default by 
Tenant under this Lease, and Landlord shall have all of the 
rights and remedies available to Landlord as Landlord would 
otherwise have in the case of any other material default by 
Tenant, including the right to terminate this Lease and sue 
for damages proximately caused thereby, it being agreed and 
understood by Tenant that Tenant's failure to so deliver 
such estoppel certificate in a timely manner could result 
in Landlord being unable to perform committed obligations 
to other third parties which were made by Landlord in 
reliance upon this covenant of Tenant.  Landlord and Tenant 
intend that any statement delivered pursuant to this 
paragraph may be relied upon by any Lender or purchaser or 
prospective Lender or purchaser of the Building, the 
Property, or any interest in them.  Landlord will, 
following any request by Tenant, promptly execute and 
deliver to Tenant an estoppel certificate in the form 
attached as Exhibit C, (i) certifying that this Lease is 
unmodified and in full force and effect, or, if modified, 
stating the nature of such modification and certifying that 
this Lease, as so modified, is in full force and effect, 
(ii) stating the date to which the rent and other charges 
are paid in advance, if any, (iii) acknowledging that there 
are not, to Landlord's knowledge (without any duty of 
inquiry), any uncured defaults on the part of Tenant 
hereunder, or specifying such defaults if any are claimed, 
and (iv) certifying such other information about this Lease 
as may be reasonably requested by Tenant.
13.7 Tenant's Financial Information.  Tenant shall, within 
ten business days after Landlord's request therefor, 
deliver to Landlord a copy of Tenant's (and any 
guarantor's) current financial statements (including a 
balance sheet, income statement and statement of cash flow, 
all prepared in accordance with generally accepted 
accounting principles) and any such other information 
reasonably requested by Landlord regarding Tenant's 
financial condition.  Landlord shall be entitled to 
disclose such financial statements or other information to 
its Lender, to any present or prospective principal of or 
investor in Landlord, or to any prospective Lender or 
purchaser of the Building, the Property, or any portion 
thereof or interest therein.  Any such financial statement 
or other information which is marked "confidential" or 
"company secrets" (or is otherwise similarly marked by 
Tenant) shall be confidential and shall not be disclosed by 
Landlord to any third party except as specifically provided 
in this paragraph, unless the same becomes a part of the 
public domain without the fault of Landlord.
13.8 Transfer By Landlord.  Landlord and its successors in 
interest shall have the right to transfer their interest in 
the Building, the Property, or any portion thereof at any 
time and to any person or entity.  In the event of any such 
transfer, the Landlord originally named herein (and in the 
case of any subsequent transfer, the transferor), from the 
date of such transfer (i) shall be automatically relieved, 
without any further act by any person or entity, of all 
liability for the performance of the obligations of the 
Landlord hereunder which may accrue after the date of such 
transfer, if its transferee agrees to assume and perform 
all such obligations of the Landlord hereunder and 
(ii) shall be relieved of all liability for the performance 
of the obligations of the Landlord hereunder which have 
accrued before the date of transfer if its transferee 
agrees to assume and perform all such prior obligations of 
the Landlord hereunder.  Tenant shall attorn to any such 
transferee.  After the date of any such transfer, the term 
"Landlord" as used herein shall mean the transferee of such 
interest in the Building or the Property.
13.9 Force Majeure.  The obligations of each of the 
parties under this Lease (other than the obligations to pay 
money) shall be temporarily excused if such party is 
prevented or delayed in performing such obligations by 
reason of any strikes, lockouts or labor disputes; 
government restrictions, regulations, controls, action or 
inaction; civil commotion; or extraordinary weather, fire 
or other acts of God.
13.10 Notices.  Any notice required or desired to be given 
by a party regarding this Lease shall be in writing and 
shall be personally served, or in lieu of personal service 
may be given by reputable overnight courier service, 
postage prepaid, addressed to the other party as follows:
If to Landlord: Augustine Partners LLC
        c/o Menlo Equities LLC
        525 University Avenue, Suite 100
        Palo Alto, California  94301
        Attention:  Henry Bullock/Richard 
Holmstrom
with a copy to: Cooley Godward LLP
        One Maritime Plaza, 20th Floor
        San Francisco, California  94111
        Attention:  Paul Churchill
If to Tenant:   The Vantive Corporation
        2455 Augustine Drive
        Santa Clara, California  95054
        Attention:  Real Estate & Legal
Any notice given in accordance with the foregoing shall be 
deemed received upon actual receipt or refusal to accept 
delivery.
13.11 Attorneys' Fees.  In the event any party shall bring 
any action, arbitration proceeding or legal proceeding 
alleging a breach of any provision of this Lease, to 
recover rent, to terminate this Lease, or to enforce, 
protect, determine or establish any term or covenant of 
this Lease or rights or duties hereunder of either party, 
the prevailing party shall be entitled to recover from the 
non-prevailing party as a part of such action or 
proceeding, or in a separate action for that purpose 
brought within one year from the determination of such 
proceeding, reasonable attorneys' fees, expert witness 
fees, court costs and other reasonable expenses incurred by 
the prevailing party.
13.12 Definitions.  Any term that is given a special 
meaning by any provision in this Lease shall, unless 
otherwise specifically stated, have such meaning wherever 
used in this Lease or in any Addenda or amendment hereto.  
In addition to the terms defined in Article 1, the 
following terms shall have the following meanings:
(a) Real Property Taxes.  The term "Real Property 
Tax" or "Real Property Taxes" shall each mean (i) all 
taxes, assessments, levies and other charges of any kind or 
nature whatsoever, general and special, foreseen and 
unforeseen (including all instruments of principal and 
interest required to pay any general or special assessments 
for public improvements and any increases resulting from 
reassessments caused by any change in ownership or new 
construction), now or hereafter imposed by any governmental 
or quasi-governmental authority or special district having 
the direct or indirect power to tax or levy assessments, 
which are levied or assessed for whatever reason against 
the Property or any portion thereof, or Landlord's interest 
herein, or the fixtures, equipment and other property of 
Landlord that is an integral part of the Property and 
located thereon, or Landlord's business of owning, leasing 
or managing the Property or the gross receipts, income or 
rentals from the Property, (ii) all charges, levies or fees 
imposed by any governmental authority against Landlord by 
reason of or based upon the use of or number of parking 
spaces within the Property, the amount of public services 
or public utilities used or consumed (e.g. water, gas, 
electricity, sewage or waste water disposal) at the 
Property, the number of person employed by tenants of the 
Property, the size (whether measured in area, volume, 
number of tenants or whatever) or the value of the 
Property, or the type of use or uses conducted within the 
Property, and all costs and fees (including attorneys' 
fees) reasonably incurred by Landlord in contesting any 
Real Property Tax and in negotiating with public 
authorities as to any Real Property Tax.  If, at any time 
during the Lease Term, the taxation or assessment of the 
Property prevailing as of the Effective Date of this Lease 
shall be altered so that in lieu of or in addition to any 
the Real Property Tax described above there shall be 
levied, awarded or imposed (whether by reason of a change 
in the method of taxation or assessment, creation of a new 
tax or charge, or any other cause) an alternate, 
substitute, or additional use or charge (i) on the value, 
size, use or occupancy of the Property or Landlord's 
interest therein or (ii) on or measured by the gross 
receipts, income or rentals from the Property, or on 
Landlord's business of owning, leasing or managing the 
Property or (iii) computed in any manner with respect to 
the operation of the Property, then any such tax or charge, 
however designated, shall be included within the meaning of 
the terms "Real Property Tax" or "Real Property Taxes" for 
purposes of this Lease.  If any Real Property Tax is partly 
based upon property or rents unrelated to the Property, 
then only that part of such Real Property Tax that is 
fairly allocable to the Property shall be included within 
the meaning of the terms "Real Property Tax" or "Real 
Property Taxes."  Notwithstanding the foregoing, the terms 
"Real Property Tax" or "Real Property Taxes" shall not 
include estate, inheritance, transfer, gift or franchise 
taxes of Landlord or the federal or state income tax 
imposed on Landlord's income from all sources, or tax 
penalties provided that Tenant has paid taxes or reimbursed 
Landlord within the time periods required in this Lease.
(b) Landlord's Insurance Costs.  The term 
"Landlord's Insurance Costs" shall mean the costs to 
Landlord to carry and maintain the policies of fire and 
property damage insurance for the Building and the Property 
and general liability and any other insurance required or 
permitted to be carried by Landlord pursuant to Article 9, 
together with any deductible amounts paid by Landlord upon 
the occurrence of any insured casualty or loss; provided 
that any deductible amounts paid by Landlord in the event 
of a loss from an earthquake shall be amortized over ten 
(10) years at the rate of ten percent (10%) or Landlord's 
cost of capital, whichever is higher.
(c) Property Maintenance Costs.  The term "Property 
Maintenance Costs" shall mean all costs and expenses 
(except Landlord's Insurance Costs and Real Property Taxes) 
paid or incurred by Landlord in protecting, operating, 
maintaining, repairing and preserving the Property and all 
parts thereof, including without limitation, (i) property 
management fees of three percent (3%) of all Base Monthly 
Rent and Additional Rent from the Property, (ii) the 
amortizing portion of any costs incurred by Landlord in the 
making of any modification, alteration or improvement 
required by any governmental authority as set forth in 
Article 6, amortized over the useful life of such 
modification, alteration or improvement, which are so 
amortized during the Lease Term, and (iii) such other costs 
as may be paid or incurred with respect to operating, 
maintaining, and preserving the Property, such as repairing 
and resurfacing the exterior surfaces of the Building 
(other than the roof structure, but including the roof 
membrane), repairing and resurfacing paved areas, and 
repairing and replacing, when necessary, electrical, 
plumbing, heating, ventilating and air conditioning systems 
serving the Building, providing trash enclosures, trash 
bins and trash service; provided, however, the cost of any 
capital improvement or repair (as defined in accordance 
with generally accepted accounting principles) shall be 
amortized over the useful life of such improvement or 
repair and Tenant shall be responsible for the amortizing 
portion of such cost during the Lease Term.  "Property 
Maintenance Costs" shall not include the following (except 
to the extent any of the following costs are incurred by 
Landlord as a result of Tenant's failure to perform its 
obligations hereunder or are otherwise caused by Tenant): 
Landlord's debt service on any financing related to the 
Building or the Property; franchise, excess profits or 
revenue tax, excise tax or inheritance tax, gift tax, gains 
tax, franchise tax, corporation tax, capital levy transfer, 
estate, succession, income taxes payable by Landlord; 
salaries, benefits and related costs of Landlord's off-site 
administrative personnel (other than the management fee); 
costs of utility usage for utility services separately 
metered in the name of Tenant; the cost of any work 
(including the cost of permits, licenses and inspections) 
performed (such as preparing space for occupancy, including 
painting and decorating) or services provided (such as 
separately metered electricity) for Tenant at Tenant's 
cost; the cost of any items for which Landlord is actually 
reimbursed by insurance proceeds, or condemnation awards; 
costs associated with financing or refinancing personal 
property associated with the Leased Premises; interest, 
principal and amortization payments on any debt, bad debt 
loss, points and financing fees, cost to service a loan, 
depreciation, or rental under any ground lease or other 
underlying lease; interest, fines or penalties incurred by 
reason of Landlord's failure to perform an obligation 
hereunder; real estate brokerage commissions, moving 
expenses, design or engineering fees, rental concessions or 
credits, allowances, lease assumptions, lease cancellation 
fees or other costs in each case incurred in procuring 
other tenants or other occupants, or any fee in lieu of 
commissions; advertising, promotional and marketing 
expenses; expenses for repairs or maintenance (to the 
extent Landlord is fully reimbursed thereunder) which are 
covered by warranties, guarantees or service contracts and 
any reserves for repairs, maintenance or replacement; costs 
incurred by Landlord by reason of the willful misconduct or 
gross negligence of Landlord or its agents, invitees, 
employees or contractors, including costs associated with 
death or injury to persons, damage to or loss of property 
(other than the cost of insurance to cover same); costs to 
remediate Hazardous Materials contamination (other than 
asbestos abatement required in connection with a capital 
repair or replacement which is otherwise properly included 
in Property Operating Expenses) which existed on the 
Property prior to the Lease Commencement Date, which 
migrated from an off-site source, or which is caused by 
Landlord's activities on the Property, unless caused by 
Tenant; or capital expenditures to repair or replace the 
roof structure, the exterior load bearing walls or the 
foundation.
(d) Property Operating Expenses.  The term 
"Property Operating Expenses" shall mean and include all 
Real Property Taxes, plus all Landlord's Insurance Costs, 
plus all Property Maintenance Costs.
(e) Law.  The term "Law" shall mean any judicial 
decisions and any statute, constitution, ordinance, 
resolution, regulation, rule, administrative order, or 
other requirements of any municipal, county, state, 
federal, or other governmental agency or authority having 
jurisdiction over the parties to this Lease, the Leased 
Premises, the Building or the Property, or any of them, in 
effect either at the Effective Date of this Lease or at any 
time during the Lease Term, including, without limitation, 
any regulation, order, or policy of any quasi-official 
entity or body (e.g. a board of fire examiners or a public 
utility or special district).
(f) Lender.  The term "Lender" shall mean the 
holder of any promissory note or other evidence of 
indebtedness secured by the Property or any portion 
thereof.
(g) Private Restrictions.  The term "Private 
Restrictions" shall mean (as they may exist from time to 
time) any and all covenants, conditions and restrictions, 
private agreements, easements, and any other recorded 
documents or instruments affecting the use of the Property, 
the Building, the Leased Premises, or the Outside Areas.
(h) Rent.  The term "Rent" shall mean collectively 
Base Monthly Rent and all Additional Rent.
13.13 General Waivers.  One party's consent to or approval 
of any act by the other party requiring the first party's 
consent or approval shall not be deemed to waive or render 
unnecessary the first party's consent to or approval of any 
subsequent similar act by the other party.  No waiver of 
any provision hereof, or any waiver of any breach of any 
provision hereof, shall be effective unless in writing and 
signed by the waiving party.  The receipt by Landlord of 
any rent or payment with or without knowledge of the breach 
of any other provision hereof shall not be deemed a waiver 
of any such breach.  No waiver of any provision of this 
Lease shall be deemed a continuing waiver unless such 
waiver specifically states so in writing and is signed by 
both Landlord and Tenant.  No delay or omission in the 
exercise of any right or remedy accruing to either party 
upon any breach by the other party under this Lease shall 
impair such right or remedy or be construed as a waiver of 
any such breach theretofore or thereafter occurring.  The 
waiver by either party of any breach of any provision of 
this Lease shall not be deemed to be a waiver of any 
subsequent breach of the same or any other provisions 
herein contained.
13.14 Miscellaneous.  Should any provisions of this Lease 
prove to be invalid or illegal, such invalidity or 
illegality shall in no way affect, impair or invalidate any 
other provisions hereof, and such remaining provisions 
shall remain in full force and effect.  Time is of the 
essence with respect to the performance of every provision 
of this Lease in which time of performance is a factor.  
Any copy of this Lease which is executed by the parties 
shall be deemed an original for all purposes.  This Lease 
shall, subject to the provisions regarding assignment, 
apply to and bind the respective heirs, successors, 
executors, administrators and assigns of Landlord and 
Tenant.  The term "party" shall mean Landlord or Tenant as 
the context implies.  If Tenant consists of more than one 
person or entity, then all members of Tenant shall be 
jointly and severally liable hereunder.   This Lease shall 
be construed and enforced in accordance with the Laws of 
the State in which the Leased Premises are located.  The 
captions in this Lease are for convenience only and shall 
not be construed in the construction or interpretation of 
any provision hereof.  When the context of this Lease 
requires, the neuter gender includes the masculine, the 
feminine, a partnership, corporation, limited liability 
company, joint venture, or other form of business entity, 
and the singular includes the plural.  The terms "must," 
"shall," "will," and "agree" are mandatory.  The term "may" 
is permissive.  When a party is required to do something by 
this Lease, it shall do so at its sole cost and expense 
without right of reimbursement from the other party unless 
specific provision is made therefor.  Where Landlord's 
consent is required hereunder, the consent of any Lender 
shall also be required.  Landlord and Tenant shall both be 
deemed to have drafted this Lease, and the rule of 
construction that a document is to be construed against the 
drafting party shall not be employed in the construction or 
interpretation of this Lease.  Where Tenant is obligated 
not to perform any act or is not permitted to perform any 
act, Tenant is also obligated to restrain any others 
reasonably within its control, including agents, invitees, 
contractors, subcontractors and employees, from performing 
such act.  Landlord shall not become or be deemed a partner 
or a joint venturer with Tenant by reason of any of the 
provisions of this Lease.
13.15 Cooperation.  Notwithstanding anything to the 
contrary contained herein, Tenant consents to and agrees to 
fully cooperate with Landlord and Landlord's agents, 
employees and contractors in Landlord's efforts, if any, to 
improve the Property and divide the Property into separate 
legal parcels, which efforts may include, without 
limitation, the elimination of landscaping and addition of 
parking spaces, the restriping or reconfiguration of the 
parking areas, modification of the loading dock area of the 
Building, application for building permits and other 
development approvals, parcelization of the Property and 
construction of buildings.  Tenant agrees to execute such 
documents and take such actions as reasonably necessary to 
assist Landlord with such efforts and actions.  Tenant 
agrees that such efforts and actions of Landlord shall not 
constitute constructive eviction of Tenant from the 
Property or Leased Premises.  Following any parcelization 
of the Property, Landlord and Tenant agree to amend this 
Lease to conform the descriptions of the Property, Site 
Plan, and Outside Areas, and, subject to Section 4.5, the 
parking areas contained herein to the parcelization and 
reconfiguration.  Landlord agrees to minimize the 
disruption of Tenant's use of the Leased Premises, the 
Building, the Outside Areas and the Property to the extent 
reasonable, given Landlord's efforts and actions described 
herein.  Landlord reserves the right to relocate Tenant's 
parking areas from that shown on Exhibit A or provide 
alternative parking arrangements as may be necessary or 
reasonable. 
ARTICLE 14

CORPORATE AUTHORITY
BROKERS AND ENTIRE AGREEMENT
14.1 Corporate Authority.  If Tenant is a corporation, 
each individual executing this Lease on behalf of such 
corporation represents and warrants that Tenant is validly 
formed and duly authorized and existing, that Tenant is 
qualified to do business in the State in which the Leased 
Premises are located, that Tenant has the full right and 
legal authority to enter into this Lease, and that he or 
she is duly authorized to execute and deliver this Lease on 
behalf of Tenant in accordance with its terms.  Tenant 
shall, within thirty days after execution of this Lease, 
deliver to Landlord a certified copy of the resolution of 
its board of directors authorizing or ratifying the 
execution of this Lease and if Tenant fails to do so, 
Landlord at its sole election may elect to terminate this 
Lease.
14.2 Brokerage Commissions.  Tenant and Landlord each 
represent, warrant and agree that they have not had any 
dealings with any real estate broker(s), leasing agent(s), 
finder(s) or salesmen, other than the Brokers (as named in 
Article 1) with respect to the lease by it of the Leased 
Premises pursuant to this Lease, and that Landlord will 
assume all obligations with respect to such Broker that 
Landlord retained and Tenant will assume all obligations 
and responsibility with respect to the payment of such 
Broker that Tenant retained.   Each of Landlord and Tenant 
will indemnify, defend with competent counsel, and hold the 
other harmless from any liability for the payment of any 
real estate brokerage commissions, leasing commissions or 
finder's fees claimed by any other real estate broker(s), 
leasing agent(s), finder(s), or salesmen due to the other 
party's breach of the representations, warranties and 
covenants made by such party in this Section 14.2.
14.3 Entire Agreement.  This Lease and the Exhibits (as 
described in Article 1), which Exhibits are by this 
reference incorporated herein, constitute the entire 
agreement between the parties, and there are no other 
agreements, understandings or representations between the 
parties relating to the lease by Landlord of the Leased 
Premises to Tenant, except as expressed herein.  No 
subsequent changes, modifications or additions to this 
Lease shall be binding upon the parties unless in writing 
and signed by both Landlord and Tenant.
14.4 Landlord's Representations.  Tenant acknowledges that 
neither Landlord nor any of its agents made any 
representations or warranties respecting the Property, the 
Building or the Leased Premises, upon which Tenant relied 
in entering into the Lease, which are not expressly set 
forth in this Lease.  Tenant further acknowledges that 
neither Landlord nor any of its agents made any 
representations as to (i) whether the Leased Premises may 
be used for Tenant's intended use under existing Law, or 
(ii) the suitability of the Leased Premises for the conduct 
of Tenant's business, or (iii) the exact square footage of 
the Leased Premises, and that Tenant relies solely upon its 
own investigations with respect to such matters.  Tenant 
expressly waives any and all claims for damage by reason of 
any statement, representation, warranty, promise or other 
agreement of Landlord or Landlord's agent(s), if any, not 
contained in this Lease or in any Exhibit attached hereto.
ARTICLE 15

OPTIONS TO EXTEND
15.1 So long as The Vantive Corporation (or a Permitted 
Assignee) is the Tenant hereunder and occupies the entirety 
of the Leased Premises as of its exercise of its option to 
extend, and subject to the condition set forth in 
clause (b) below, Tenant shall have one option to extend 
the term of this Lease with respect to the entirety of the 
Leased Premises, for a period of five (5) years from the 
expiration of the Lease Term (the "Extension Period"), 
subject to the following conditions:
(a) The option to extend shall be exercised, if at 
all, by notice of exercise given to Landlord by Tenant not 
more than twelve (12) months nor less than nine (9) months 
prior to the expiration of the Lease Term.
(b) Anything herein to the contrary 
notwithstanding, if Tenant is in default under any of the 
terms, covenants or conditions of this Lease, either at the 
time Tenant exercises the extension option or on the 
commencement date of the Extension Period, Landlord shall 
have, in addition to all of Landlord's other rights and 
remedies provided in this Lease, the right to terminate 
such option to extend upon notice to Tenant.
15.2 In the event the option is exercised in a timely 
fashion, the Lease shall be extended for the term of the 
Extension Period upon all of the terms and conditions of 
this Lease, provided that the Base Monthly Rent for the 
Extension Period shall be the "Fair Market Rent" for the 
Leased Premises, taking into account buildings of similar 
quality and location, increased by three and one half 
percent (3.5%) at the end of each twelve (12) month period 
during the Extension Period.  For purposes hereof, "Fair 
Market Rent" shall mean the Base Monthly Rent determined 
pursuant to the process described below.  In no event, 
however, shall any adjustment of Base Monthly Rent pursuant 
to this paragraph result in a decrease of the Base Monthly 
Rent for the Leased Premises below the amount due from 
Tenant for the preceding portion of the initial Lease Term 
for which Base Monthly Rent had been fixed.
15.3 Within 30 days after receipt of Tenant's notice of 
exercise, Landlord shall notify Tenant in writing of 
Landlord's estimate of the Base Monthly Rent for the 
Extension Period, based on the provisions of Paragraph 15.2 
above.  Within 30 days after receipt of such notice from 
Landlord, Tenant shall have the right either to (i) accept 
Landlord's statement of Base Monthly Rent as the Base 
Monthly Rent for the Extension Period; or (ii) elect to 
arbitrate Landlord's estimate of Fair Market Rent, such 
arbitration to be conducted pursuant to the provisions 
hereof.  Failure on the part of Tenant to require 
arbitration of Fair Market Rent within such 30-day period 
shall constitute acceptance of the Base Monthly Rent for 
the Extension Period as calculated by Landlord.  If Tenant 
elects arbitration, the arbitration shall be concluded 
within 90 days after the date of Tenant's election, subject 
to extension for an additional 30-day period if a third 
arbitrator is required and does not act in a timely manner.  
To the extent that arbitration has not been completed prior 
to the expiration of any preceding period for which Base 
Monthly Rent has been determined, Tenant shall pay Base 
Monthly Rent at the rate calculated by Landlord, with the 
potential for an adjustment to be made (retroactive to the 
start of the Extension Period) once Fair Market Rent is 
ultimately determined by arbitration.
15.4 In the event of arbitration, the judgment or the 
award rendered in any such arbitration may be entered in 
any court having jurisdiction and shall be final and 
binding between the parties. The arbitration shall be 
conducted and determined in the City and County of 
San Francisco in accordance with the then prevailing rules 
of the American Arbitration Association or its successor 
for arbitration of commercial disputes except to the extent 
that the procedures mandated by such rules shall be 
modified as follows:
(a) Tenant shall make demand for arbitration in 
writing within 30 days after service of Landlord's 
determination of Fair Market Rent given under 
Paragraph 15.3 above, specifying therein the name and 
address of the person to act as the arbitrator on its 
behalf.  The arbitrator shall be qualified as a real estate 
appraiser familiar with the Fair Market Rent of similar 
industrial, research and development, or office space in 
the Silicon Valley area who would qualify as an expert 
witness over objection to give opinion testimony addressed 
to the issue in a court of competent jurisdiction.  Failure 
on the part of Tenant to make a proper demand in a timely 
manner for such arbitration shall constitute a waiver of 
the right thereto.  Within 15 days after the service of the 
demand for arbitration, Landlord shall give notice to 
Tenant, specifying the name and address of the person 
designated by Landlord to act as arbitrator on its behalf 
who shall be similarly qualified.  If Landlord fails to 
notify Tenant of the appointment of its arbitrator, within 
or by the time above specified, then the arbitrator 
appointed by Tenant shall be the arbitrator to determine 
the issue.
(b) In the event that two arbitrators are chosen 
pursuant to Paragraph 15.4(a) above, the arbitrators so 
chosen shall, within 15 days after the second arbitrator is 
appointed determine the Fair Market Rent.  If the two 
arbitrators shall be unable to agree upon a determination 
of Fair Market Rent within such 15-day period, the Fair 
Market Rent shall be set at the straight average of the two 
separate determinations.  Such average shall constitute the 
decision of the arbitrators and be final and binding upon 
the parties.
(c) In the event of a failure, refusal or inability 
of any arbitrator to act, his successor shall be appointed 
by him.  Any decision in which the arbitrator appointed by 
Landlord and the arbitrator appointed by Tenant concur 
shall be binding and conclusive upon the parties.  Each 
party shall pay the fee and expenses of its respective 
arbitrator and both shall share the fee and expenses of the 
third arbitrator, if any, and the attorneys' fees and 
expenses of counsel for the respective parties and of 
witnesses shall be paid by the respective party engaging 
such counsel or calling such witnesses.
(d) The arbitrators shall have the right to consult 
experts and competent authorities to obtain factual 
information or evidence pertaining to a determination of 
Fair Market Rent, but any such consultation shall be made 
in the presence of both parties with full right on their 
part to cross-examine.  The arbitrators shall render their 
decision and award in writing with counterpart copies to 
each party.  The arbitrators shall have no power to modify 
the provisions of this Lease.
ARTICLE 16

EXPANSION OPTION AND RIGHTS OF FIRST OFFER
16.1 So long as The Vantive Corporation (or a Permitted 
Assignee) is the Tenant hereunder and occupies the entirety 
of the Leased Premises as of its exercise of the option 
granted herein, and subject to the condition set forth in 
clause (c) below, Tenant shall have one option to lease 
from Landlord (the "Expansion Option"), in whole floor 
increments, space in the proposed 60,000 square foot 
building (the "New Building") which may be built on the 
Property, subject to the following conditions:  
(a) The Expansion Option shall be exercised, if at 
all, by notice of exercise given to Landlord by Tenant not 
more than three (3) months following the commencement of 
site improvement work for construction of the New Building;
(b) Tenant's notice of exercise of its Expansion 
Option shall specify that it will lease the entire New 
Building or if Tenant elects to lease less than the entire 
New Building, shall specify the number of floors Tenant has 
elected to lease.  Landlord shall thereafter designate 
which floors of the New Building shall be leased to Tenant.
(c) Anything herein to the contrary 
notwithstanding, if Tenant is in default under any of the 
terms, covenants or conditions of this Lease at the time 
Tenant exercises the Expansion Option, Landlord shall have, 
in addition to all of Landlord's other rights and remedies 
provided in this Lease, the right to terminate such 
Expansion Option upon notice to Tenant.
16.2 In the event the Expansion Option is exercised in a 
timely fashion, Landlord and Tenant shall enter into a new 
lease for the space to be leased to Tenant in the New 
Building, which lease shall be upon all of the terms and 
conditions of this Lease (other than the right to install a 
monument sign) and which Lease shall be coterminous with 
this Lease, provided, however, that the Base Monthly Rent 
for the New Building shall be $2.50 per square foot for the 
first twelve (12) months of the lease term and shall be 
increased by three and one half percent (3.5%) at the end 
of the first twelve (12) months and at the end of each 
twelve (12) month period thereafter.  Landlord shall be 
obligated to deliver a "cold shell" to Tenant and shall be 
obligated to provide a $25 per square foot tenant 
improvement allowance.  
16.3 In the event Tenant fails to exercise the Expansion 
Option as set forth above, Tenant shall have the right to 
make the first offer to lease from Landlord any block of 
space in the New Building, as such blocks of space become 
available (after the initial rental following the 
construction of the New Building), within five (5) business 
days of notice from Landlord that such space is available, 
which offer Landlord may accept or reject in its sole and 
absolute discretion.  
16.4 In the event Landlord acquires the property and 
improvements located immediately to the North of the 
Property commonly known as 2575 Augustine Drive, Santa 
Clara, California(the "Adjacent Building"), Tenant shall 
have the right to make the first offer to lease from 
Landlord the entirety of the Adjacent Building within five 
(5) business days of notice from Landlord that such space 
is available, which offer Landlord may accept or reject in 
its sole and absolute discretion.
ARTICLE 17

TELEPHONE SERVICE
Notwithstanding any other provision of this Lease to 
the contrary:
(a) So long as the entirety of the Leased Premises 
is leased to Tenant:
(i) Landlord shall have no responsibility for 
providing to Tenant any telephone equipment, including 
wiring, within the Leased Premises or for providing 
telephone service or connections from the utility to the 
Leased Premises; and 
(ii) Landlord makes no warranty as to the 
quality, continuity or availability of the 
telecommunications services in the Building, and Tenant 
hereby waives any claim against Landlord for any actual or 
consequential damages (including damages for loss of 
business) in the event Tenant's telecommunications services 
in any way are interrupted, damaged or rendered less 
effective, except to the extent caused by the grossly 
negligent or willful act or omission by Landlord, its 
agents or employees.  Tenant accepts the telephone 
equipment (including, without limitation, the INC, as 
defined below) in its "AS-IS" condition, and Tenant shall 
be solely responsible for contracting with a reliable third 
party vendor to assume responsibility for the maintenance 
and repair thereof (which contract shall contain provisions 
requiring such vendor to inspect the INC periodically (the 
frequency of such inspections to be determined by such 
vendor based on its experience and professional judgment), 
and requiring such vendor to meet local and federal 
requirements for telecommunications material and 
workmanship).  Landlord shall not be liable to Tenant and 
Tenant waives all claims against Landlord whatsoever, 
whether for personal injury, property damage, loss of use 
of the Leased Premises, or otherwise, due to the 
interruption or failure of telephone services to the Leased 
Premises.  Tenant hereby holds Landlord harmless and agrees 
to indemnify, protect and defend Landlord from and against 
any liability for any damage, loss or expense due to any 
failure or interruption of telephone service to the Leased 
Premises for any reason.
(b) At such time as the entirety of the Leased 
Premise is no longer leased to Tenant, Landlord shall in 
its sole discretion have the right, by written notice to 
Tenant, to elect to assume limited responsibility for INC, 
as provided below, and upon such assumption of 
responsibility by Landlord, this subparagraph (b) shall 
apply prospectively.
(i) Landlord shall provide Tenant access to 
such quantity of pairs in the Building intra-building 
network cable ("INC") as is determined to be available by 
Landlord in its reasonable discretion.  Tenant's access to 
the INC shall be solely by arrangements made by Tenant, as 
Tenant may elect, directly with Pacific Bell or Landlord 
(or such vendor as Landlord may designate), and Tenant 
shall pay all reasonable charges as may be imposed in 
connection therewith.  Pacific Bell's charges shall be 
deemed to be reasonable.  Subject to the foregoing, 
Landlord shall have no responsibility for providing to 
Tenant any telephone equipment, including wiring, within 
the Leased Premises or for providing telephone service or 
connections from the utility to the Leased Premises, except 
as required by law.
(ii) Tenant shall not alter, modify, add to or 
disturb any telephone wiring in the Leased Premises or 
elsewhere in the Building without the Landlord's prior 
written consent.  Tenant shall be liable to Landlord for 
any damage to the telephone wiring in the Building due to 
the act, negligent or otherwise, of Tenant or any employee, 
contractor or other agent of Tenant.  Tenant shall have no 
access to the telephone closets within the Building, except 
in the manner and under procedures established by Landlord.  
Tenant shall promptly notify Landlord of any actual or 
suspected failure of telephone service to the Leased 
Premises.
(iii) All costs incurred by Landlord for the 
installation, maintenance, repair and replacement of 
telephone wiring in the Building shall be a Property 
Maintenance Cost.
(iv) Landlord makes no warranty as to the 
quality, continuity or availability of the 
telecommunications services in the Building, and Tenant 
hereby waives any claim against Landlord for any actual or 
consequential damages (including damages for loss of 
business) in the event Tenant's telecommunications services 
in any way are interrupted, damaged or rendered less 
effective, except to the extent caused by the grossly 
negligent or willful act or omission by Landlord, its 
agents or employees.  Tenant acknowledges that Landlord 
meets its duty of care to Tenant with respect to the 
Building INC by contracting with a reliable third party 
vendor to assume responsibility for the maintenance and 
repair thereof (which contract shall contain provisions 
requiring such vendor to inspect the INC periodically (the 
frequency of such inspections to be determined by such 
vendor based on its experience and professional judgment), 
and requiring such vendor to meet local and federal 
requirements for telecommunications material and 
workmanship).  Subject to the foregoing, Landlord shall not 
be liable to Tenant and Tenant waives all claims against 
Landlord whatsoever, whether for personal injury, property 
damage, loss of use of the Leased Premises, or otherwise, 
due to the interruption or failure of telephone services to 
the Leased Premises.  Tenant hereby holds Landlord harmless 
and agrees to indemnify, protect and defend Landlord from 
and against any liability for any damage, loss or expense 
due to any failure or interruption of telephone service to 
the Leased Premises for any reason.  Tenant agrees to 
obtain loss of rental insurance adequate to cover any 
damage, loss or expense occasioned by the interruption of 
telephone service.
IN WITNESS WHEREOF, Landlord and Tenant have executed 
this Lease as of the respective dates below set forth with 
the intent to be legally bound thereby as of the Effective 
Date of this Lease first above set forth.
LANDLORD:
AUGUSTINE PARTNERS LLC,
a California limited 
liability company
By:     Menlo Equities 
LLC, a
        California 
limited liability 
company,
        its Manager
Dated:                  By:             
                                Member

TENANT:
THE VANTIVE CORPORATION,
a Delaware corporation

Dated:          By:             
Title: President
Dated:          By:             
Title: Chief Financial 
Officer


EXHIBIT A
SITE PLAN


EXHIBIT B
WORK LETTER

THIS WORK LETTER, dated June 22, 1998, is entered 
into by and between AUGUSTINE PARTNERS LLC, a California 
limited liability company ("Landlord"), and THE VANTIVE 
CORPORATION, a Delaware corporation ("Tenant").  On or 
about the date hereof, Landlord and Tenant entered into 
that certain Lease (the "Lease") for certain premises 
(the "Leased Premises") commonly known as 2525 Augustine 
Drive, Santa Clara, California.  This Work Letter sets 
forth the agreement of Landlord and Tenant with respect 
to the improvements to be constructed in the Leased 
Premises.  All defined terms used herein shall have the 
meaning set forth in the Lease, unless otherwise defined 
in this Work Letter.
1.      Construction of Tenant Improvements. 
(a)     Landlord shall, through a general 
contractor proposed by Landlord and approved by Tenant 
(the "Contractor") furnish and install within the Leased 
Premises, certain items of general construction (the 
"Tenant Improvements") to be determined in the manner 
described in Paragraph 2 below.  Landlord shall cause 
the Tenant Improvements to be constructed by the 
Contractor in accordance with the plans and 
specifications to be approved by Landlord and Tenant 
pursuant to Paragraph 2 below.  The quantities, 
character and manner of installation of all of the 
Tenant Improvements shall be subject to the limitations 
imposed by any applicable governmental regulations 
relating to conservation of energy and by applicable 
building codes and regulations and, subject thereto, 
Landlord shall cause all such work to be done by 
Contractor in accordance with all applicable 
governmental codes and regulations and pursuant to all 
applicable building permits required therefore.  In 
addition, Tenant agrees that the Tenant Improvements 
shall not require Landlord to perform work which would 
(i) require changes to structural components of the 
Building or the exterior design of the Building; (ii) 
require any material modification to the Building's 
mechanical or electrical systems; or (iii) be 
incompatible with the Building plans filed with the City 
of Santa Clara.  If any of the Tenant Improvements are 
specialized improvements particular to Tenant's use of 
the Leased Premises, Landlord may require that such 
Tenant Improvements be removed at the expiration or 
earlier termination of the Lease, in which case Landlord 
shall notify Tenant in writing upon delivery to Tenant 
of the Working Drawings (pursuant to Section3 below).
        (b)     Landlord shall enter into a 
construction contract with the Contractor for the 
construction of the Tenant Improvements in a form 
reasonably approved by Tenant, which approval shall not 
be unreasonably withheld and shall be for a contract 
price acceptable to both Landlord and Tenant; provided, 
however, that if the cost of constructing the Tenant 
Improvements shall be less than the amount of the Tenant 
Improvement Allowance (as defined below), Landlord shall 
not be required to obtain Tenant's approval as to the 
cost of such construction.  The construction contract 
for the Tenant Improvements shall contain warranties of 
a nature customary in the marketplace that shall be 
assignable to and enforceable by Tenant against the 
Contractor and shall require that the Contractor 
designate Tenant as an additional insured as to all 
insurance to be carried by the Contractor (including 
public liability insurance in an amount of at least 
$2,000,000) in connection with the construction of the 
Tenant Improvements.
2.      Space Planning.
(a) Landlord and Tenant acknowledge and 
agree that Tenant shall prepare for Landlord's approval 
comprehensive space planning documents (once approved by 
Landlord, the "Space Planning Documents"), which Space 
Planning Documents shall be delivered to Landlord no 
later than August 15, 1998.  Tenant agrees that such 
space planning documents shall be, sufficient to enable 
Landlord's architect and engineers to prepare the 
Working Drawings (as defined below).
(b) All planning and interior design 
services relating to furniture and equipment, such as 
selection of colors, finishes, fixtures, furnishings or 
floor coverings, will not be included in the cost of the 
Tenant Improvements, shall be subject to prior written 
approval of Landlord, and shall be timely delivered so 
as not to impede the design and construction of the 
Tenant Improvements.
(c) Upon execution of the Lease and this 
Work Letter by Tenant and receipt by Landlord of the 
Space Planning Documents, Landlord shall be authorized 
to cause its architect and engineers to prepare the 
Working Drawings.
3.      Approval of Working Drawings.
(a) Landlord and Tenant acknowledge that 
Landlord shall retain Habitec as architect ("Landlord's 
Architect") to prepare all architectural plans and 
specifications and shall retain engineers to prepare all 
engineering plans and specifications required for the 
construction of the Tenant Improvements in conformance 
with the base building and tenant improvement standard 
specifications of the Building (the "Working Drawings"), 
which Working Drawings shall be delivered to Tenant no 
later than September 15, 1998, and to prepare drawings 
and specifications for Changes (as defined below), if 
any, requested or required pursuant to paragraph 5 
below.
(b) Landlord shall submit the completed 
Working Drawings to Tenant for Tenant's approval.  
Tenant will provide written approval of the Working 
Drawings within five business days after such 
submission.  If Tenant disapproves any part of the 
submission, the disapproval shall include written 
instructions adequate for Landlord's architect and 
engineers to revise the Working Drawings.  Such 
revisions shall be subject to Landlord's approval, which 
shall not be unreasonably withheld.  Tenant will finally 
approve the revised Working Drawings within three 
business days after submission thereof to Tenant.  If 
Tenant's instructions necessitate (i) revisions to the 
Working Drawings (as originally submitted) which do not 
conform with the Space Planning Documents, or (ii) a 
change of scope relative to the Space Planning 
Documents, the costs incurred by Landlord as a result of 
such instructions (including, without limitation, the 
cost of revising the Working Drawings) shall be promptly 
borne and paid by Tenant upon demand by Landlord.  If 
Tenant's instructions necessitate revisions that are 
required for the Working Drawings to conform to the 
Space Planning Documents, the costs incurred for such 
revisions shall be borne by Landlord.
(c) If Tenant fails to approve the Working 
Drawings or the required Working Drawings within the 
applicable periods set forth in subparagraph 3(b) above, 
then (A) Landlord shall not be obligated to commence 
construction of the Tenant Improvements until such 
approval is given (and all other permits and approvals 
have been obtained), (B) Tenant shall be responsible for 
any resulting delay, and the cost of such delay, in 
Landlord's completion of the Tenant Improvements, and 
(C) any such delay shall be deemed a Tenant Delay (as 
defined below).
(d) After the Lease Commencement Date, and 
upon Tenant's approval of the Working Drawings and 
receipt of all other necessary permits and approvals, 
Landlord shall cause the Contractor to proceed with the 
construction of the Tenant Improvements in accordance 
with the Working Drawings.
4.      Cost of Tenant Improvements.  Unless 
specified otherwise herein, Landlord shall bear and pay 
the cost of the Tenant Improvements (which cost shall 
include, without limitation, the costs of construction, 
the cost of permits and permit expediting, the costs of 
code compliance work, if such work is required as a 
result of, or is a condition imposed by appropriate 
governmental authorities for, construction of the Tenant 
Improvements, and all architectural and engineering 
services obtained by Landlord in connection with the 
Tenant Improvements, the Contractor's fees, Landlord's 
fee for construction administration in an amount which 
shall not exceed three percent (3%) of hard costs, 
utilities, and Landlord's Insurance Costs (including, 
without limitation, course of construction insurance), 
from the date of this Work Letter until the Lease 
Commencement Date up to a maximum of $450,000.00 (the 
"Tenant Improvement Allowance").  The Tenant Improvement 
Allowance shall be utilized only for building 
improvements to the Building, and not for signage, 
furniture costs, any third party consulting or 
contracting fees, any telecom/cabling costs, or any 
other purpose.  Tenant shall bear and pay the cost of 
the Tenant Improvements (including but not limited to 
all of the foregoing fees and costs) in excess of the 
Tenant Improvement Allowance, if  any.  The cost of the 
Tenant Improvements shall exclude the cost of furniture, 
fixtures and inventory and other items of Tenant's Work 
(as defined below).  Tenant shall have the right to 
elect to increase the Tenant Improvement Allowance by up 
to an additional $450,000.00 (the "Additional 
Allowance"), subject to the following terms and 
conditions:  (i) Tenant shall make such election, if at 
all, no later than August 15, 1998; (ii) such amount 
shall be paid to Landlord in equal monthly installments 
over the seven (7) year Lease Term with interest at 10%, 
as additional Base Monthly Rent in the manner specified 
by Article 3 of the Lease; and (iii) the Additional 
Allowance shall otherwise constitute a part of the 
Tenant Improvement Allowance and shall be subject to the 
restrictions and conditions on such Tenant Improvement 
Allowance provided in this Work Letter.  Notwithstanding 
anything to the contrary contained herein or in the 
Lease, Landlord shall be responsible at its sole cost 
and expense for the incremental costs incurred by either 
Landlord or Tenant for asbestos removal within the 
interior of the Leased Premises required solely as a 
result of the construction of the Tenant Improvements.
5.      Changes.
(a) Any request by Tenant for a change in 
the Tenant Improvements after approval of the Working 
Drawings (a "Change") shall be accompanied by all 
information necessary to clearly identify and explain 
the proposed Change.  As soon as practicable after 
receipt of such an Estimate Request form, Landlord shall 
notify Tenant of the estimated cost of such Change as 
well as the estimated increase in construction time 
caused by the Change, if any.  Tenant shall approve in 
writing such estimates within two days after receipt of 
Landlord's notice.  Upon receipt of such written 
request, Landlord shall be authorized to cause the 
Contractor to proceed with the implementation of the 
requested Change.
(b) The increased cost and time, as 
determined by Landlord, of all Changes, including the 
cost of architectural and engineering services required 
to revise the Working Drawings to reflect such Changes, 
the Contractor's overhead and fee, and Landlord's fee 
for construction administration services, shall be 
treated as costs of the Tenant Improvements, and shall 
be as determined by Landlord upon completion of the 
Tenant Improvements, subject only to Landlord's 
furnishing to Tenant appropriate back-up information 
from the Contractor concerning the increased costs and 
increased construction time.
6.      Tenant's Work.  Landlord and Tenant 
acknowledge and agree that certain work required for 
Tenant's occupancy of the Leased Premises, including but 
not limited to the procurement and installation of 
furniture, fixtures, equipment, artwork and interior 
signage are beyond the scope of the Tenant Improvements 
and shall be performed by Tenant or its contractors at 
Tenant's sole cost and expense.  All such work 
("Tenant's Work") shall be subject to Landlord's prior 
written approval, which shall not be unreasonably 
withheld.  Tenant shall adopt a construction schedule 
for Tenant's Work in conformance with the Contractor's 
schedule, and shall perform Tenant's Work in such a way 
as not to hinder or delay the operations of Landlord or 
the Contractor in the Building.  Any costs incurred by 
Landlord as a result of any interference with Landlord's 
operations by Tenant or its contractors shall be 
promptly paid by Tenant to Landlord upon demand.  
Landlord shall make all reasonable efforts to notify 
Tenant of any such interference of which Landlord has 
actual knowledge, but failure to provide such notice 
shall in no way limit Landlord's right to demand payment 
for such costs.  Tenant's contractors shall be subject 
to Landlord's prior written approval, and to the 
administrative supervision of the Contractor.  Tenant's 
Work shall comply with all of the following 
requirements:
(a) Tenant's Work shall not proceed until 
Landlord has approved in writing:  (i) Tenant's 
contractors, (ii) proof of the amount and coverage of 
public liability and property damage insurance carried 
by Tenant's contractors in the form of an endorsed 
insurance certificate naming Landlord, the Contractor, 
and the agents of Landlord and the Contractor as 
additional insureds, in an amount not less than two 
million dollars, and (iii) complete and detailed plans 
and specifications for Tenant's Work.
(b) Tenant's Work shall be performed in 
conformity with a valid permit when required, a copy of 
which shall be furnished to Landlord before such work is 
commenced.  In any event, all Tenant's Work shall comply 
with all applicable laws, codes and ordinances of any 
governmental entity having jurisdiction over the 
Building.  Landlord shall have no responsibility for 
Tenant's failure to comply with such applicable laws.  
Any and all delay in obtaining a certificate of 
occupancy due to Tenant's vendors is the responsibility 
of Tenant and shall be a Tenant Delay.
(c) In connection with Tenant's Work 
(e.g., delivering or installing furniture or equipment 
to the second floor of the Leased Premises), Tenant or 
its contractors shall arrange for any necessary hoisting 
or elevator service with Landlord (if needed, beyond 
existing elevator service) and shall pay such reasonable 
costs for such services as may be charged by Landlord.
(d) Tenant shall promptly pay Landlord 
upon demand for any extra expense incurred by Landlord 
by reason of faulty work done by Tenant or its 
contractors, by reason of damage to existing work caused 
by Tenant or its contractors, or by reason of inadequate 
cleanup by Tenant or its contractors.
7.      Completion; Tenant Delay.
(a) Landlord shall complete the Tenant 
Improvements in accordance with a schedule to be 
developed by Landlord and reasonably approved by Tenant 
prior to the commencement of construction.  After 
completion of the Tenant Improvements (as certified by 
Landlord's Architect), Tenant shall have ten (10) days 
to inspect the Tenant Improvements and develop a punch 
list of items for completion prior to any obligation for 
Tenant to accept the Tenant Improvements and pay any 
sums due from Tenant in connection with such work, to 
the extent the cost of such work is in excess of the 
Tenant Improvement Allowance.  After such ten (10) day 
period, if Tenant shall not have provided such a 
punchlist, Tenant shall be deemed to have accepted the 
Leased Premises as being in the condition called for 
hereunder.
(b) "Tenant Delay" shall mean:
(i) Tenant's failure to furnish the 
information, instructions and plans required in 
paragraph 3 or approve the Working Drawings, within the 
applicable time periods specified in paragraph 3; or
(ii) Any changes in the scope of the 
Tenant Improvements from that set forth in the Space 
Planning Documents, or any Changes to the Working 
Drawings requested by Tenant after approval thereof 
pursuant to paragraph 5 (including without limitation 
Tenant Changes which are requested but not subsequently 
approved by Tenant pursuant to paragraph 5); or
(iii) Any interruption or interference 
in Landlord's construction of the Tenant Improvements 
caused by Tenant, its contractors or its vendors; or
(iv) Tenant's failure to timely pay 
any amounts which Tenant is obligated to pay under this 
Work Letter; or
(v) Any other act, neglect, failure 
or omission of Tenant, its agents, employees or 
contractors (items (i) through (v) above being 
collectively referred to as "Tenant Delays").
8.      Landlord's Separate Work.  Subject to 
Section 13.15 of the Lease, Landlord may, at its own 
cost and expense, and at any time, perform such work 
(other than the Tenant Improvements) in the Outside 
Areas, on the exterior of the Building, or elsewhere on 
the Property, as Landlord deems necessary or desirable 
in its sole and absolute discretion ("Landlord's 
Separate Work").  Landlord's Separate Work shall include 
necessary code compliance work, if such work is required 
as a result of, or is a condition imposed by appropriate 
governmental authorities for, construction of Landlord's 
Separate Work.  Landlord's Separate Work shall not 
include any work that is Tenant's responsibility under 
this Lease, but which may be done by Landlord on 
Tenant's behalf. 


IN WITNESS WHEREOF, Landlord and Tenant have executed 
this Work Letter as of the respective dates set forth 
below.
LANDLORD:
AUGUSTINE PARTNERS LLC,
a California limited 
liability company
By:     Menlo Equities 
LLC, a
        California 
limited liability 
company,
        its Manager
Dated:                  By:             
                                Member
TENANT:
THE VANTIVE CORPORATION,
a Delaware 
corporation

Dated:          By:             
Title: President
Dated:                                                  By:            
                Title: Chief 
Financial Officer




EXHIBIT C
FORM OF ESTOPPEL

The undersigned, _________________________ 
[("Landlord")/,("Tenant")], hereby certifies to 
_________________________, as follows:

        1.      Attached hereto is a true, correct and 
complete copy of that certain lease dated 
____________________, 19_____, between Landlord and 
Tenant (the "Lease"), which demises premises which are 
located at 2525 Augustine Drive, Santa Clara, 
California.  The Lease is now in full force and effect 
and has not been amended, modified or supplemented, 
except as set forth in Paragraph 4 below.

        2.      The term of the Lease commenced on 
___________________, 19__.

        3.      The term of the Lease shall expire on 
________________, 19__.

        4.      The Lease has: (Initial one)

(  )    not been amended, modified, 
supplemented, extended, renewed or 
assigned.

(  )    been amended, modified, supplemented, 
extended, renewed or assigned by the 
following described agreements, copies 
of which are attached hereto:

        5.      Tenant has accepted and is now in possession 
of said Leased Premises.

        6.      Tenant and Landlord acknowledge that the 
Lease will be assigned to _________________ and that no 
modification, adjustment, revision or cancellation of 
the Lease or amendments thereto shall be effective 
unless written consent of ____________________ is 
obtained, and that until further notice, payments under 
the Lease may continue as heretofore.

        7.      The amount of current monthly rent is 
$________; current monthly parking charges are 
$___________.

        8.      The amount of security deposits (if any) is 
$______________.  No other security deposits have been 
made.

        9.      Tenant is paying the full lease rental, 
which has been paid in full as of the date hereof.  No 
rent under the Lease has been paid for more than thirty 
(30) days in advance of its due date.

        10.     All work required to be performed by 
Landlord under the Lease has been completed.

        11.     To the knowledge of the undersigned, there 
are no defaults on the part of the Landlord or Tenant 
under the Lease.

        12.     Tenant has no defense as to its obligations 
under the Lease and claims no set-off or counterclaim 
against Landlord.

        13.      Tenant has no right to any concession 
(rental or otherwise) or similar compensation in 
connection with renting the space it occupies, except as 
provided in the Lease.

        14.     All provisions of the Lease and the 
amendments thereto (if any) referred to above are hereby 
ratified.

The foregoing certification is made with the knowledge 
that ___________________ is about to [fund a loan to 
Landlord/purchase the property from Landlord], and that 
___________________ is relying upon the representations 
herein made in [funding such loan/purchasing the 
property].

Dated: June 22, 1998

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