Exhibit 10.9



                     * * * * * * * * * * * * * * * * * * * *

                                      LEASE


                                 BAYSHORE CENTRE


                     * * * * * * * * * * * * * * * * * * * *

                                     Between



                               PROXIM CORPORATION
                                    (Tenant)



                                       and



                 CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.
                                   (Landlord)



<PAGE>


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


               [Table of Contents appears at the end of the Lease]





                                       i
<PAGE>

                                      LEASE

      THIS  LEASE  (the  "Lease")  is dated as of May 10,  2005  (for  reference
                          -----
purposes  only)  between  CARRAMERICA  REALTY  OPERATING  PARTNERSHIP,  L.P.,  a
Delaware  limited  partnership  ("Landlord")  and the  Tenant  as  named  in the
                                  --------
Schedule  below.  The term "Project"  means the building,  the land  appurtenant
                            -------
thereto  ("Land"),  and other  improvements  located  thereon  commonly known as
           ----
"Bayshore Centre",  located in San Jose,  California.  The "Premises" means that
                                                            --------
portion  of the  Project  leased to Tenant and  described  in the  Schedule  and

outlined on Exhibits A-1 and A-2. The building in which the Premises are located
            ------------     ---
shall be referred  to herein as the  "Building".  The  following  schedule  (the
                                      --------
"Schedule")  is an integral  part of this Lease.  Terms defined in this Schedule
 --------
shall have the same meaning throughout the Lease.

                                    SCHEDULE

      1.    Tenant: PROXIM CORPORATION, a Delaware corporation

      2.    Premises: Suite 200 in the Building, which shall be comprised of (a)
            the  unhatched  portion of the first floor of the Building  shown on
            Exhibit A-1 attached  hereto and (b) the entire  second floor of the
            -----------
            Building (as outlined on Exhibit A-2 attached hereto)
                                     -----------

      3.    Building: 2115 O'Nel Drive, San Jose, California

      4.    Rentable Square Footage of the Premises:  Approximately Seventy-Four
            Thousand Nine Hundred Seventy-Nine (74,979) rentable square feet

      5.    Tenant's  Proportionate  Share: 79.03% (based upon a total of 94,874
            rentable square feet in the Building)

      6.    Lease  Deposit:  Prepaid Rent equal to  Sixty-Three  Thousand  Seven
            Hundred  Thirty-Two  and 15/100  Dollars  ($63,732.15)  and Security
            Deposit  equal to  Seventy-One  Thousand Two Hundred  Fifty  Dollars
            ($71,250.00), totaling One Hundred Thirty-Four Thousand Nine Hundred
            Eighty-Two and 15/100 Dollars ($134,982.20)

      7.    Permitted  Use:  General  office,  storage and shipping of products,
            assembly,  repair and  testing of  products,  research,  testing and
            demonstration   laboratory,   product   research  and   development,
            marketing and non-retail  sales,  customer service and support,  and
            light electronics manufacturing

      8.    Tenant's Real Estate Broker for this Lease: None

      9.    Landlord's Real Estate Broker for this Lease: None

      10.   Tenant Improvements, if any: None

      11.   Commencement Date: June 15, 2005


                                       ii
<PAGE>

            Rent Commencement Date: July 1, 2005

      12.   Term/Termination Date: The Term of this Lease shall be for three (3)
            years  commencing  on the  Commencement  Date  and  expiring  on the
            calendar  day   preceding  the  third  (3rd)   anniversary   of  the
            Commencement Date (the "Termination Date"); provided,  however, that
            if the Commencement  Date shall occur on a date other than the first
            day of a calendar month,  the Termination Date shall be the last day
            of the calendar  month in which the third (3rd)  anniversary  of the
            Commencement Date occurs.

      13.   Parking Stalls: 285 unassigned stalls

      14.   Base Rent:

================================================================================

                                                                       Monthly
                             Period                                   Base Rent
--------------------------------------------------------------------------------

Rent Commencement Date - 12th full calendar month after the Rent      $63,732.15
                        Commencement Date
--------------------------------------------------------------------------------

             13th - 24th full calendar months after                   $67,481.10
                   the Rent Commencement Date
--------------------------------------------------------------------------------

   25th full calendar month after the Rent Commencement Date -        $71,230.05
                        Termination Date
================================================================================

      15.   Reduction Option: See Section 32

Exhibit A-1 - PLAN OF THE PREMISES -FIRST FLOOR
Exhibit A-2 - PLAN OF THE PREMISES -SECOND FLOOR
Exhibit A-3 - PLAN OF THE REMAINDER PREMISES -FIRST FLOOR
Exhibit B - RULES AND REGULATIONS
Exhibit C - INTENTIONALLY OMITTED
Exhibit D -COMMENCEMENT DATE CONFIRMATION (see Section 1.1)
Exhibit E - ENVIRONMENTAL QUESTIONNAIRE
Exhibit F - GROUND LEASES AND MORTGAGES


                                      iii
<PAGE>

      1. LEASE AGREEMENT. On the terms stated in this Lease, Landlord leases the
         ---------------
Premises to Tenant,  and Tenant leases the Premises from Landlord,  for the Term
beginning on the  Commencement  Date and ending on the  Termination  Date unless
extended or sooner terminated pursuant to this Lease.

         1.1 Commencement  Date. The Commencement Date of this Lease is the date
             ------------------
set forth in the Schedule.  This Lease shall be a binding contractual obligation
effective   upon   execution  and  delivery   hereof  by  Landlord  and  Tenant,
notwithstanding  the later commencement of the Lease Term. In the event Landlord
fails  to  deliver  possession  of the  Premises  vacant  and  otherwise  in the
condition required hereunder by May 15, 2005, then Tenant may, by written notice
to Landlord  delivered at any time before  Landlord  delivers  possession of the
Premises to Tenant,  terminate this Lease. Upon any such  termination,  Landlord
shall promptly return to Tenant the Security Deposit.

         1.2 Termination  Date. The  Termination  Date of this Lease is the date
             -----------------
set forth in the Schedule.

         1.3 Early Occupancy.  During the period commencing on the date on which
             ---------------
this Lease is executed by both parties and ending on the Commencement  Date (the
"Early Occupancy  Period"),  Tenant shall be permitted to enter the Premises for
 -----------------------
the purpose of  installing  furniture,  trade  fixtures,  equipment and cabling,
preparing the Premises for  occupancy and occupying the Premises,  provided that
(a) Tenant's  early entry does not  interfere  with  Landlord's  performance  of
Landlord's  Work (as  defined in Section  3.1(a)  below),  (b) prior to Tenant's
entry  in the  Premises,  Tenant  shall  furnish  to  Landlord  certificates  of
insurance  satisfactory  to Landlord  evidencing  Tenant's  compliance  with the
requirements  of  Section  8.3 below,  and (c)  Tenant's  work  during the Early
Occupancy Period shall comply with the requirements of Section 5 below. Tenant's
occupancy of the Premises during the Early Occupancy  Period shall be subject to
all of the terms,  covenants and conditions of this Lease,  except that Landlord
agrees,  subject  to the  last  sentence  of this  Section  1.3,  that  Tenant's
obligation  to pay Base Rent,  Operating  Cost Share Rent and Tax Share Rent (as
such terms are defined in Sections 2.1(a) through 2.1(c) below) during the Early
Occupancy Period shall be waived. In addition,  Tenant shall pay the cost of all
utilities and other services  provided to the Premises prior to the Commencement
Date which are required by reason of Tenant's early occupancy.

      2. RENT.
         ----

         2.1 Types of Rent. Tenant shall pay the following Rent in the form of a
             -------------
check to Landlord at the following address:

                    CarrAmerica Realty Operating Partnership, L.P.
                    t/a Bayshore Centre
                    P.O. Box 642922
                    Pittsburgh, PA 15264-2922


                                       1
<PAGE>

or by wire transfer as follows:

              Account Name:   CarrAmerica Realty Operating Partnership, L.P.
                              t/a Bayshore Centre
              Bank Name:      PNC Bank
              Transit Number: 043-000-096
              Account Number: 1004339188
              Notification:   Lease Administration (CarrAmerica Realty Operating
                              Partnership, L.P. re Proxim Corporation)
              Telephone:      (408) 544-9660

or in such other manner as Landlord may notify Tenant.

            (a) Beginning on the Rent  Commencement  Date,  Base Rent in monthly
                                                            ---------
installments in advance, payable on or before the first day of each month of the
Term in the amount set forth on the Schedule.  Notwithstanding the foregoing, on
or before the Commencement  Date,  Tenant shall pay to Landlord the Prepaid Rent
set forth in Item 6 of the Schedule, which shall be applied to the first monthly
installment of Base Rent payable by Tenant  commencing on the Rent  Commencement
Date; provided,  however, that if the Rent Commencement Date is a day other than
the first day of a calendar month, then (i) the Prepaid Rent shall be applied to
the Base Rent for the partial month in which the Rent  Commencement  Date occurs
and the next succeeding calendar month, and (ii) the Prorated First Rent Payment
(as  defined  below)  shall be  payable  by Tenant on or before  the first  full
calendar month  following the Rent  Commencement  Date. The "Prorated First Rent
                                                             -------------------
Payment" means the remaining amount of Base Rent payable by Tenant for the first
-------
full calendar month following the Rent Commencement Date, after the Prepaid Rent
is applied as provided above.  All such prorations shall be made on the basis of
the actual number of days in the applicable month.

            (b) Beginning on the Rent  Commencement  Date,  Operating Cost Share
                                                            --------------------
Rent equal to (i) Tenant's Proportionate Share (as set forth in the Schedule) of
----
Operating  Costs for the  applicable  Fiscal Year (as defined in Section  2.3(e)
below),  plus (ii) management fees equal to three percent (3%) of the total Rent
payable under this Lease for the applicable Fiscal Year, paid monthly in advance
in an estimated  amount.  The  definition of Operating  Costs and the method for
billing and payment of Operating  Cost Share Rent are set forth in Sections 2.2,
2.3 and 2.4.

            (c) Beginning on the Rent Commencement Date, Tax Share Rent equal to
                                                         --------------
Tenant's  Proportionate  Share of Taxes for the  applicable  Fiscal  Year,  paid
monthly in advance in an estimated  amount. A definition of Taxes and the method
for billing and payment of Tax Share Rent are set forth in Sections 2.2, 2.3 and
2.4.

      As used in this Lease,  the term "Rent"  means Base Rent,  Operating  Cost
                                        ----
Share  Rent,  Tax Share Rent and all other  costs,  expenses,  liabilities,  and
amounts  which Tenant is required to pay under this Lease  ("Additional  Rent"),
                                                             ----------------
including  any interest for late payment.  Tenant's  agreement to pay Rent is an
independent covenant, with no right of setoff,  deduction or counterclaim of any
kind.


                                       2
<PAGE>

         2.2 Payment of Operating Cost Share Rent and Tax Share Rent.
             -------------------------------------------------------

            (a) Payment of Estimated Operating Cost Share Rent and Tax Share
                ------------------------------------------------------------
                Rent.
                ----

               (i) Before the Commencement Date and on or before April 1 of each
succeeding Fiscal Year, or as soon as reasonably possible  thereafter,  Landlord
shall give  Tenant  notice of  Landlord's  estimate  of the  payments to be made
pursuant to Sections 2.1(b) and 2.1(c) above for such Fiscal Year.  Landlord may
revise  these  estimates  by written  notice to Tenant  whenever it obtains more
accurate  information,  such as the final real estate tax assessment or tax rate
for the Project,  in which event subsequent  monthly payments by Tenant for such
Fiscal Year shall be based upon such revised estimate;  provided,  however, that
Landlord  may provide  such  revised  estimate no more than once in any calendar
year.

               (ii)  Within  ten (10) days  after  receiving  Landlord's  notice
regarding  the original or revised  estimate of the monthly  payments to be made
pursuant to  Sections  2.1(b) and 2.1(c)  above for a  particular  Fiscal  Year,
Tenant  shall pay  Landlord  an amount  equal to the  product of such  estimated
monthly payments (as set forth in Landlord's  notice),  multiplied by the number
of months that have  elapsed in the  applicable  Fiscal Year to the date of such
payment  including  the current  month,  minus any  payments on account  thereof
previously made by Tenant for the months elapsed. On the first day of each month
thereafter,  Tenant  shall pay Landlord the  estimated  monthly  payments as set
forth in Landlord's most recent notice, until a new estimate becomes applicable.

            (b)  Correction  of  Operating  Cost Share Rent and Tax Share  Rent.
                 --------------------------------------------------------------
Within one  hundred  fifty  (150) days after the close of each Fiscal Year or as
soon after such 150-day period as practicable,  Landlord shall deliver to Tenant
a statement of (i) Operating  Costs and Taxes for such Fiscal Year, and (ii) the
payments  made by Tenant  under  Section  2.2(a) above for such Fiscal Year (the
"Annual Expense  Statement").  If, on the basis of any Annual Expense Statement,
 -------------------------
Tenant owes an amount that is less than the estimated  payments  previously made
by Tenant for the  applicable  Fiscal Year,  Landlord,  at its  election,  shall
either promptly refund the amount of the overpayment to Tenant or, if this Lease
is still in effect,  credit such excess against Tenant's subsequent  obligations
to pay  Operating  Costs  and  Taxes.  If, on the  basis of any  Annual  Expense
Statement,  Tenant  owes an  amount  that is more  than the  estimated  payments
previously made by Tenant for the applicable  Fiscal Year,  Tenant shall pay the
deficiency to Landlord within twenty (20) days after Landlord's delivery of such
Annual Expense Statement to Tenant. The obligations of Landlord and Tenant under
this  Section to  promptly  refund any  overpayment  or pay any  deficiency,  as
appropriate, shall survive the expiration or earlier termination of this Lease.

         2.3 Definitions.
             -----------

            (a) Included Operating Costs.
                ------------------------

               (i) "Operating Costs" means any expenses, costs and disbursements
                    ---------------
of any kind other than Taxes,  paid or incurred by Landlord in  connection  with
the ownership, management,  maintenance,  operation and repair of the Project or
any part  thereof,


                                       3
<PAGE>

and of the personal property, trade fixtures, machinery,  equipment, systems and
apparatus used in connection therewith,  including,  without limitation, (1) all
costs to operate,  maintain, repair, replace,  supervise,  insure and administer
the common areas of the Project,  including,  without  limitation,  all costs of
resurfacing  and restriping the parking areas of the Project;  (2) all costs and
expenses  paid or  incurred  by Landlord in  connection  with the  obtaining  of
insurance on the Premises,  the Building  and/or the Project or any part thereof
or  interest  therein,  and any  deductibles  paid  under  policies  of any such
insurance;  (3) except for costs and expenses which are the sole  responsibility
of Tenant  pursuant  to Section  3.3(b)  below,  all costs paid or  incurred  by
Landlord to perform  Landlord's  Repair  Obligations  (as defined in pursuant to
Section 3.3(b) below),  (4) the cost of providing those services  required to be
furnished  by Landlord  under this Lease,  and (5) the cost of all  electricity,
water,  gas,  sewers,  oil  and  other  utilities  (collectively,  "Utilities"),
including any surcharges  imposed,  serving the Project or any part thereof (but
excluding  the cost of Utilities  directly  billed to Tenant or other tenants in
the  Project),  and any amounts,  taxes,  charges,  surcharges,  assessments  or
impositions levied, assessed or imposed upon the Project or any part thereof, or
upon  Tenant's  use and  occupancy  thereof,  as a result  of any  rationing  of
Utilities services or restriction on the use of Utilities  affecting the Project
or any part thereof.  Any Operating Costs that constitute  capital  expenditures
(collectively,  "Included  Capital Items") shall be amortized by Landlord,  with
interest,  over the estimated useful life of such item, and such amortized costs
shall be included in Operating Costs only for that portion of the useful life of
the Included  Capital  Item which falls within the Term,  unless the cost of the
Included Capital Item is less than Ten Thousand Dollars  ($10,000) in which case
it shall be expensed in the year in which it was incurred.

               (ii) If the  Building is occupied by more than one tenant,  then,
with respect to any costs and expenses incurred by Landlord to maintain,  repair
or replace  Systems or related  equipment that  exclusively  serve the Premises,
Tenant's Proportionate Share shall be deemed to be one hundred percent (100%).

               (iii) If the Project is not fully occupied  during any portion of
any Fiscal Year, Landlord may adjust (an "Equitable Adjustment") Operating Costs
                                          --------------------
to equal what would have been  incurred by Landlord  had the Project  been fully
occupied.  This Equitable  Adjustment  shall apply only to Operating Costs which
are variable  and  therefore  increase as  occupancy  of the Project  increases.
Landlord may incorporate the Equitable  Adjustment in its estimates of Operating
Costs.

               (iv)  If  any  tenant  of the  Project  contracts  directly  with
Landlord or a third party for any  Utilities  or services  for which Tenant pays
Landlord  pursuant to Section 2.1(b) above, the total costs of such Utilities or
services for the Project shall be "grossed up" to reflect what those costs would
have been had such  tenant(s)  not  directly  contracted  for such  Utilities or
services.

            (b) Excluded Operating Costs. Operating Costs shall not include:
                ------------------------

               (i) costs of  installing  leasehold  improvements  for tenants or
occupants or prospective tenants or occupants of the Project;


                                       4
<PAGE>

               (ii)  interest and  principal  payments on mortgages or any other
debt costs  (except as provided in Section  2.3(a) above with regard to Included
Capital Items), or rental payments on any ground lease of the Project;

               (iii) real estate brokers' leasing commissions;

               (iv) legal fees,  space  planner  fees and  advertising  expenses
incurred with regard to leasing the Project or portions thereof;

               (v) any cost or expenditure  for which Landlord is reimbursed (or
would have been reimbursed had Landlord  maintained the insurance required to be
maintained  by  Landlord  hereunder),  by  insurance  proceeds,  warranties,  or
otherwise, except by Operating Cost Share Rent;

               (vi) the  cost of any  service  furnished  to any  tenant  of the
Project which Landlord does not make available to Tenant;

               (vii) depreciation (except on any Included Capital Items);

               (viii) Operating Cost reserves;

               (ix) franchise or income taxes imposed upon  Landlord,  except to
the extent imposed in lieu of all or any part of Taxes;

               (x) costs of correcting  defects in  construction of the Building
(as opposed to the cost of normal repair,  maintenance and replacement  expected
with the construction materials and equipment installed in the Building in light
of their specifications);

               (xi) legal and auditing fees incurred for the benefit of Landlord
such as collecting  delinquent rents,  preparing tax returns and other financial
statements,  and  audits  other  than  those  incurred  in  connection  with the
preparation of reports required pursuant to Section 2.2 above;

               (xii) the wages of any employee for services not related directly
to the management, maintenance, operation and repair of the Project;

               (xiii)  fines,  penalties  and interest  incurred by Landlord for
late payment by Landlord or violations of law;

               (xiv) earthquake insurance  deductibles in excess of commercially
reasonable amounts (provided, however, that any earthquake insurance deductibles
included in Operating  Costs shall then be amortized  over the estimated  useful
life of the improvements constructed or restored with the deductible).

               (xv) any property  management  fee except as set forth in Section
2.1(b) above;


                                       5
<PAGE>

               (xvi) any costs  incurred in  connection  with any  contamination
existing on the Project as of Delivery Date or originating  from a source either
not located on the Project or which is caused or  contributed  by other  tenants
within the Project; and

               (xvii) any costs  incurred in  connection  with the repair of the
structural  parts of the  Building,  which  structural  parts  include  only the
foundation and  subflooring of the Building and the structural  condition of the
roof,  and the  exterior  walls of the  Buildings  (but  excluding  the interior
surfaces of exterior  walls and exterior and interior of all windows  (including
repairing,  resealing or replacing thereof) doors, ceiling and plateglass all of
which  shall be  maintained,  repaired  and/or  replaced  by Tenant  pursuant to
Section 3.3).

            (c) Taxes.
                -----

               (i) "Taxes" means any and all taxes,  assessments  and charges of
                    -----
any kind,  general or special,  ordinary or  extraordinary,  levied  against the
Project,  which Landlord shall pay or become obligated to pay in connection with
the  ownership,   leasing,  renting,  management,  use,  occupancy,  control  or
operation  of the  Project or of the  personal  property,  fixtures,  machinery,
equipment,  systems and  apparatus  used in  connection  therewith.  Taxes shall
include real estate taxes,  personal property taxes,  sewer rents,  water rents,
special or general  assessments,  transit taxes,  ad valorem taxes,  and any tax
levied on the rents  hereunder or the interest of Landlord under this Lease (the
"Rent Tax"). Taxes shall also include all fees and other costs and expenses paid
 --------
by Landlord in  reviewing  any Taxes and in seeking a refund or reduction of any
Taxes, whether or not the Landlord is ultimately successful;  provided, however,
that the amount  paid by Landlord  in any  calendar  year in seeking a refund or
reduction  of Taxes  shall not  exceed  the  greater  of (A)  $5,000.00,  or (B)
thirty-five  percent (35%) of the annual  savings  achieved  during that taxable
year as a result of such refund or  reassessment.  Taxes shall also  include any
assessments  or fees paid to any business  park owners  association,  or similar
entity,  which are  imposed  against  the  Project  pursuant  to any  Covenants,
Conditions  and  Restrictions  ("CC&R's")  recorded  against the Project and any
                                 ------
installments  of principal  and interest  required to pay any existing or future
general or special  assessments for public  improvements,  services or benefits,
and any increases  resulting from  reassessments  imposed in connection with any
change in ownership or new construction.

               (ii) Intentionally omitted.

               (iii) For any year,  the amount to be  included in Taxes (1) from
taxes  or  assessments  payable  in  installments,  shall be the  amount  of the
installments  (with any interest) due and payable during such year, and (2) from
all other Taxes, shall at Landlord's  election be the amount accrued,  assessed,
or  otherwise  imposed for such year or the amount due and payable in such year.
If Taxes for any period during the Term are increased  after payment thereof for
any reason, including,  without limitation,  error or reassessment by applicable
governmental  or  municipal  authorities,  and such  increase  results in Tenant
having  underpaid Tax Share Rent  hereunder,  then Tenant shall pay to Landlord,
within  thirty  (30)  days  after  demand,  the  amount  of  such  underpayment.
Similarly,  if Taxes for any period during the Term are decreased  after payment
thereof for any reason,  and such decrease results in Tenant having overpaid Tax
Share Rent  hereunder,  then Landlord  shall return to Tenant the amount of such


                                       6
<PAGE>

overpayment   within  thirty  (30)  days  after   Landlord's   receipt  of  such
overpayment.  The  obligations  of  Landlord  and Tenant  under this  Section to
promptly  refund any overpayment or pay any  deficiency,  as appropriate,  shall
survive the  expiration or earlier  termination  of this Lease.  Taxes shall not
include any net income (except Rent Tax), capital, stock, succession,  transfer,
franchise,  gift,  estate or inheritance tax, except to the extent that such tax
shall be imposed in lieu of any portion of Taxes.

               (iv)  Notwithstanding  anything to the contrary set forth in this
Lease, Tenant shall reimburse Landlord upon demand for any and all taxes payable
by Landlord (other than net income taxes) whether or not now customary or within
the  contemplation  of the  parties  hereto:  (1) imposed  upon,  measured by or
reasonably  attributable to the cost or value of Tenant's equipment,  furniture,
trade  fixtures and other  personal  property  located in the Premises or by the
cost or value of any leasehold improvements made in or to the Premises by or for
Tenant,  other than  Building-standard  improvements  made by Landlord,  if any,
regardless of whether title to such improvements shall be in Tenant or Landlord;
(2)  imposed  upon or measured by the Base Rent  payable  hereunder,  including,
without  limitation,  any gross  income  tax or excise tax levied by the city or
county in which the Project is  located,  the  federal  government  or any other
governmental  body with respect to the receipt of such rental;  (3) imposed upon
or with respect to the possession, leasing, operation, management,  maintenance,
alteration,  repair,  use or  occupancy by Tenant of the Premises or any portion
thereof; or (4) imposed upon this transaction or any document to which Tenant is
a party creating or transferring an interest or an estate in the Premises.

            (d) Intentionally omitted.

            (e) Fiscal Year. "Fiscal Year" means each calendar year during which
                -----------   ------------
any  portion  of the Term  occurs  (e.g.,  the first  Fiscal  Year  shall be the
                                    ----
calendar year during which the Commencement Date occurs).

         2.4 Computation of Base Rent and Rent Adjustments.
             ---------------------------------------------

            (a) Prorations.  If (i) the  Commencement  Date is a date other than
                ----------
January 1, (ii) the  Termination  Date is a date other than  December  31, (iii)
this Lease  terminates  early,  or (iv) the size of the  Premises  increases  or
decreases, then in each such event, the Base Rent, the Operating Cost Share Rent
and Tax Share Rent shall be equitably  adjusted to reflect such event on a basis
determined  by Landlord to be  consistent  with the  principles  underlying  the
provisions of this Section 2.

            (b) Interest Rate. Any sum due from Tenant to Landlord not paid when
                -------------
due shall bear  interest  from the date due until paid at the lesser of eighteen
percent  (18%) per annum or the maximum  rate  permitted  by law (the  "Interest
                                                                        --------
Rate").
----

            (c) Rent  Adjustments.  The square  footage of the  Premises and the
                -----------------
Building set forth in the Schedule  are deemed to be the actual  square  footage
thereof,  provided  that the  rentable  square  footage of the  Premises and the
Building may subsequently  change after the date of this Lease commensurate with
any  modifications  to  the  Building  by  Landlord,  in  which  event  Tenant's
Proportionate Share shall change  accordingly;  and provided further that


                                       7
<PAGE>

Tenant shall have the one-time  right to cause the Premises to be  remeasured by
an architect  reasonably  acceptable to Landlord and Tenant pursuant to the most
recent BOMA standards, in which event Base Rent and Tenant's Proportionate Share
shall change accordingly.  If any Operating Cost paid in one Fiscal Year relates
to more  than one  Fiscal  Year,  Landlord  may  proportionately  allocate  such
Operating Cost among the related Fiscal Years.

            (d) Books and Records.  Landlord  shall  maintain  books and records
                -----------------
reflecting the Operating Costs and Taxes in accordance with sound accounting and
management  practices.  Tenant and a certified public  accountant  employed by a
certified  public  accounting  firm and working on a  non-contingency  fee basis
shall have the right to inspect  Landlord's  records  at  Landlord's  applicable
local office or other location  designated by Landlord upon at least seventy-two
(72) hours' prior notice  during  normal  business  hours during the ninety (90)
days following  Landlord's  delivery of the Annual Expense  Statement to Tenant.
The results of any such inspection shall be kept strictly confidential by Tenant
and its agents,  and Tenant and its certified  public  accountant must agree, in
their contract for such services, to such confidentiality restrictions and shall
specifically  agree that the results  shall not be made  available  to any other
tenant of the Project (and in connection with the foregoing, prior to exercising
its  rights  hereunder,  Tenant  and its  agents  shall  sign a  confidentiality
agreement  acceptable to Landlord).  Unless Tenant sends to Landlord any written
exception  to an Annual  Expense  Statement  within said ninety (90) day period,
such Annual Expense  Statement  shall be deemed final and accepted by Tenant and
Tenant waives any other rights pursuant to applicable law to inspect  Landlord's
books and records  and/or to contest the amount of Operating  Costs and/or Taxes
due hereunder. Tenant shall pay the amount shown on any Annual Expense Statement
in the manner  prescribed  in this Lease,  whether or not Tenant  takes any such
written  exception,  without any prejudice to such exception.  If Tenant makes a
timely  exception,   Landlord  shall  cause  an  independent   certified  public
accountant  or  another  firm  with at least  five (5)  years of  experience  in
auditing the books and records of  commercial  projects  and that is  reasonably
acceptable to Landlord and Tenant to issue a final and conclusive  resolution of
Tenant's  exception.  Tenant  shall  pay the cost of such  certification  unless
Landlord's original determination of annual Operating Costs and Taxes overstated
the amounts thereof, in the aggregate,  by more than five percent (5%), in which
case Landlord shall pay for the costs of such certification.

            (e) Miscellaneous. So long as Tenant is in default of any obligation
                -------------
under this Lease,  Tenant shall not be entitled to any refund of any amount from
Landlord.  If this  Lease is  terminated  for any  reason  prior  to the  annual
determination of Operating Cost Share Rent or Tax Share Rent, either party shall
pay the full amount due to the other within  fifteen (15) days after  Landlord's
notice to Tenant of the amount when it is determined. Landlord may commingle any
payments  made with  respect to  Operating  Cost Share Rent and Tax Share  Rent,
without payment of interest.

         2.5 Additional Rent Upon Default by Tenant. Intentionally Deleted
             --------------------------------------


                                       8
<PAGE>


      3. PREPARATION AND CONDITION OF PREMISES; TENANT'S POSSESSION; REPAIRS AND
         -----------------------------------------------------------------------
MAINTENANCE.
-----------

         3.1 Condition of Premises.
             ---------------------

            (a) Except for  Landlord's  Work (as  defined  below),  Landlord  is
leasing  the  Premises  to Tenant  "as is",  without  any  obligation  to alter,
remodel,  improve,  repair  or  decorate  any  part of the  Premises;  provided,
however,  that if the  roof,  HVAC,  plumbing  and  electrical  systems  for the
Premises are not in good working order as of the Delivery Date, then, so long as
such problems are noted in writing to Landlord within the thirty (30) day period
immediately  following the Commencement Date, Landlord promptly shall repair any
such  problems  at no cost to  Tenant.  Except as set  forth in the  immediately
preceding  sentence and in Section  7.1(a) below,  Landlord  makes no express or
implied   representations  or  warranties  of  any  kind,   including,   without
limitation,  any  representation  or warranty  regarding  the  condition  of the
Premises, the Building or the Project or the suitability of any of the foregoing
for  the  conduct  of  Tenant's  business.  As  used in  this  Lease,  the  term
"Landlord's Work" means (i) the repair of the roll-up door of the Premises,  and
 ---------------
(ii) the  repair of the leak in the  ceiling  in that  portion  of the  Premises
between the first and second floors of the Building,  and the replacement of the
ceiling tiles stained by said leak.  Landlord shall perform  Landlord's Work, at
no cost to Tenant,  within  thirty  (30) days after the full  execution  of this
Lease or as soon after said thirty (30) day period as is reasonably practicable.

            (b)  Tenant,  at  its  sole  cost  and  expense,   shall  make  such
alterations  that Landlord deems  reasonably  necessary or appropriate to demise
the Premises ("Tenant's Work"). Tenant shall perform Tenant's Work within thirty
               -------------
(30) days after the full  execution  of this Lease or as soon after said  thirty
(30) day period as is  reasonably  practicable.  Tenant's Work shall comply with
the requirements of Section 5 below. In performing  Landlord's Work and Tenant's
Work,  Landlord and Tenant shall  exercise  commercially  reasonable  efforts to
minimize interference with the Work of the other party.

         3.2  Tenant's  Possession.  Subject to Section 3.1 and  Section  7.1(a)
              --------------------
below,  Tenant's  taking  possession  of any  portion of the  Premises  shall be
conclusive evidence that the Premises were in good order, repair and condition.

         3.3 Repairs and Maintenance.
             -----------------------

            (a) Tenant's Obligations.
                --------------------

               (i) Except to the extent  expressly  Landlord's  obligation under
Section 3.3(b) or Section 7.1(a) below, Tenant shall, throughout the Term at its
sole cost and  expense,  (1) keep and  maintain  the  Premises in good order and
condition,   and  repair  and  replace  every  part  thereof  ("Tenant's  Repair
                                                                ----------------
Obligations"), including, without limitation, the following: (A) glass, windows,
-----------
window frames,  window casements (including the repairing,  resealing,  cleaning
and replacing of both interior and exterior windows) and skylights; (B) interior
and  exterior  doors,  door  frames  and door  closers;  (C)  interior  lighting
(including,  without  limitation,  light bulbs and  ballasts);  (D) the Building
Systems  (as defined in Section  3.3(b)  below),  or  portions  of the  Building
Systems, that exclusively serve the Premises, including, without


                                       9
<PAGE>

limitation,  any specialty or supplemental  Building Systems installed by or for
Tenant and all heating,  ventilating and air  conditioning  ("HVAC") systems and
                                                              ----
equipment  and all  electrical  facilities  and  equipment,  including  lighting
fixtures,  lamps, fans and any exhaust equipment and systems,  electrical motors
and all other appliances and equipment of every kind and nature located in, upon
or about the Premises;  (E) all communications systems serving the Premises; (F)
all of  Tenant's  security  systems in or about or  serving  the  Premises;  (G)
Tenant's  signage;  and (H) interior  demising walls and  partitions  (including
painting and wallcoverings), equipment, floors, and any roll-up doors, ramps and
dock equipment, (2) furnish all expendables,  including light bulbs, paper goods
and soaps,  used in the Premises,  and (3) to the extent that Landlord  notifies
Tenant in writing of its  intention  to no longer  arrange for such  monitoring,
cause  the  fire  alarm  systems  serving  the  Premises  to be  monitored  by a
monitoring or protective services firm approved by Landlord in writing.

               (ii) Tenant shall also be responsible for all pest control within
the Premises,  and for all trash  removal and disposal  from the Premises.  With
respect to any HVAC  systems and  equipment  exclusively  serving the  Premises,
Tenant shall obtain HVAC systems preventive maintenance contracts with bimonthly
or monthly service in accordance with manufacturer recommendations,  which shall
be subject to the reasonable  prior written approval of Landlord and paid for by
Tenant, and which shall provide for and include  replacement of filters,  oiling
and lubricating of machinery, parts replacement,  adjustment of drive belts, oil
changes and other preventive  maintenance,  including annual maintenance of duct
work,  interior unit drains and caulking of sheet metal, and recaulking of jacks
and vents on an annual  basis.  Tenant shall have the benefit of all  warranties
available to Landlord regarding the HVAC systems and equipment.

               (iii) Tenant's  repair,  maintenance and replacement  obligations
shall be performed  under the  supervision  and subject to the prior approval of
Landlord,  and within  any  reasonable  period of time  specified  by  Landlord;
provided,   however,  that  (1)  with  respect  to  the  Building  Systems  that
exclusively serve the Premises, Landlord may elect to perform all or some of the
foregoing maintenance,  repairs and replacement itself, at Tenant's expense, and
(2) if  Tenant  fails to  perform  Tenant's  Repair  Obligations,  Landlord  may
immediately  perform  any such work at  Tenant's  expense.  Tenant  shall pay to
Landlord all costs and expenses  incurred by Landlord and required to be paid by
Tenant  under this  Section  3.3(a)  within  ten (10) days  after  receipt of an
invoice therefor.

            (b) Landlord's Obligations.
                ----------------------

               (i) Subject to the  provisions  of Sections 3.1, 9 and 10 hereof,
Landlord shall  maintain,  repair and replace the following  items  ("Landlord's
                                                                      ----------
Repair  Obligations"):  (1)  the  non-structural  portions  of the  roof  of the
-------------------
Building,  including  the roof  coverings  (provided  that  Tenant  installs  no
additional air conditioning or other equipment on the roof that damages the roof
coverings, in which event Tenant shall pay all costs resulting from the presence
of  such  additional  equipment);  (2)  the  HVAC,  plumbing,  sewer,  drainage,
electrical,  fire  protection,  elevator,  escalator,  life safety and  security
systems  and  equipment  and other  mechanical,  electrical  and  communications
systems  and  equipment  (collectively,  the  "Building  Systems")  serving  the
                                               -----------------
Premises,   the  Building  and/or  the  Project,   excluding  any  specialty  or
supplemental  Building Systems installed by or for Tenant and also excluding the
Building


                                       10
<PAGE>

Systems  (or  portions  of the  Building  Systems)  that  exclusively  serve the
Premises;  and (3) the  parking  areas of the  Project,  pavement,  landscaping,
sprinkler  systems,  sidewalks,  driveways,  curbs,  and lighting systems in the
common areas of the Project.  Landlord's  Repair  Obligations  also includes the
routine  repair and  maintenance  of the load bearing and exterior  walls of the
Building,  including,  without limitation,  any painting,  sealing, patching and
waterproofing of such walls.  Landlord shall make reasonable  efforts to provide
to  Tenant,  upon  Tenant's  request,  copies of all  warranties  applicable  to
Landlord's Repair  Obligations,  and shall use commercially  reasonable  efforts
(other than the  commencement  of any  litigation)  to enforce the terms of such
warranties  to the extent the same may serve to reduce  Tenant's  obligation  to
reimburse Landlord for costs and expenses related thereto.

               (ii) Subject to the  provisions of Sections 3.1, 9 and 10 hereof,
Landlord,  at its own cost and  expense,  agrees  to  repair  and  maintain  the
structural portions of the roof (specifically excluding the roof coverings), the
foundation,  the  footings,  the  floor  slab,  and the load  bearing  walls and
exterior walls of the Building (excluding any glass and any routine maintenance,
including, without limitation, any painting, sealing, patching and waterproofing
of such walls); provided, however, that subject to the provisions of Section 8.6
below,  any damage  arising  from the acts of Tenant or any Tenant  Parties  (as
defined in Section  8.2(a) below) shall be repaired by Landlord at Tenant's sole
expense,  and Tenant  shall pay to Landlord  all costs and  expenses of any such
repair within ten (10) days after receipt of an invoice therefor.  Landlord may,
but shall not be required to, enter the Premises at all reasonable times to make
such repairs,  alterations,  improvements or additions to the Premises or to the
Building or to any equipment located in the Building as Landlord shall desire or
deem  necessary  or as  Landlord  may  be  required  to do  by  governmental  or
quasi-governmental  authority or court order or decree.  The cost of any repairs
made by Landlord on account of Tenant's default,  or on account of the misuse or
neglect  by  Tenant  or  any  Tenant  Parties  anywhere  in the  Project,  shall
constitute  Additional Rent payable by Tenant within ten (10) days after receipt
of an invoice therefor. As a condition precedent to all of Landlord's repair and
maintenance  obligations under this Lease, Tenant must have notified Landlord of
the need of such repairs or maintenance;  provided that any  notification  shall
not affect Landlord's  obligation to perform routine periodic maintenance (e.g.,
landscape maintenance) during the Lease Term.

               (iii) Tenant  hereby waives any and all rights under and benefits
of  subsection 1 of Section 1932 and  Sections  1941 and 1942 of the  California
Civil Code and any  similar  or  successor  law,  statute  or  ordinance  now or
hereafter in effect regarding Tenant's right to make repairs and deduct the cost
of such repairs from the Rent due under this Lease.

      4. SERVICES AND  UTILITIES.  Tenant shall promptly pay, as the same become
         -----------------------
due, all charges for water, gas, electricity,  telephone,  sewer service,  waste
pick-up and any other utilities, materials and services furnished directly to or
used by Tenant on or about the  Premises  during  the Term,  including,  without
limitation, (a) meter, use and/or connection fees, hook-up fees, or standby fees
(excluding  any  connection  fees or  hook-up  fees  which  relate to making the
existing  electrical,  gas, water and sewer service available to the Premises as
of the Delivery Date), and (b) penalties for discontinued  interrupted  service.
If any utility  service is not separately  metered to the Premises,  then Tenant
shall pay its pro rata share of the cost of such utility service with all others
served  by  the  service  not  separately  metered.  However,  (i)  if  Landlord
reasonably  determines  that  Tenant is using a  disproportionate  amount of any
utility


                                       11
<PAGE>

service (whether or not separately metered), then Landlord, at its election, may
(1)  periodically  charge Tenant,  as Additional Rent, a sum equal to Landlord's
reasonable  estimate of the cost of Tenant's excess use of such utility service,
and/or (2) install, at Tenant's expense, a separate meter to measure the utility
service  supplied to the Premises,  and (ii) if Landlord  reasonably  determines
that  Tenant  is  using a  disproportionate  share  of the  electrical  capacity
available for the Building or Project (i.e.,  electrical usage in excess of that
which would typically be used for general office purposes), then, in addition to
the foregoing,  Landlord may install, at Tenant's expense,  additional equipment
to increase the electrical capacity for the Building or Project to offset excess
electrical usage by Tenant. Any interruption or cessation of utilities resulting
from any causes, including any entry for repairs pursuant to this Lease, and any
renovation, redecoration or rehabilitation of any area of the Project, shall not
render  Landlord  liable  for  damages  to  either  person  or  property  or for
interruption  or loss to Tenant's  business,  nor be construed as an eviction of
Tenant,  nor work an abatement of any portion of Rent,  nor relieve  Tenant from
fulfillment of any covenant or agreement hereof; provided,  however, that if (A)
an  interruption  of utilities  prevents Tenant from occupying all or a material
portion of the Premises for the  Permitted Use for a period of at least ten (10)
consecutive  business days and (B) such interruption was caused by the negligent
act  or  omission  of  Landlord,   then  monthly   Rent  shall   thereafter   be
proportionately  abated during the period of such interruption.  Nothing in this
Section 4 shall  limit the  parties'  rights  and  obligations  under  Section 9
hereof,  in the event of a casualty  affecting the Building or Premises.  Tenant
acknowledges and agrees that,  notwithstanding  the later occurrence of the Rent
Commencement Date,  Tenant's  obligations under this Section 4 shall commence as
of the Commencement Date.

      5. ALTERATIONS AND REPAIRS.
         -----------------------

         5.1 Landlord's Consent and Conditions.
             ---------------------------------

            (a) Except for Minor  Alterations (as defined  below),  Tenant shall
not make any  improvements  or alterations  to the Premises (the  "Alterations")
                                                                   -----------
without in each instance submitting plans and specifications for the Alterations
to Landlord and obtaining  Landlord's  prior  written  consent.  Landlord  shall
provide or withhold its consent  within ten (10) business days after  Landlord's
receipt of the plans and specifications;  provided,  however, that if the nature
of the Alterations is such that Landlord requires additional time to review such
plans  and  specifications,  then  the ten (10)  business  day  period  shall be
extended to such longer period as is reasonably necessary to complete Landlord's
review.  Tenant shall pay  Landlord's  actual  out-of-pocket  costs incurred for
review of all of the plans and all other  items  submitted  by Tenant.  Landlord
will be  deemed to be acting  reasonably  in  withholding  its  consent  for any
Alterations  which (i) impacts the base  structural  components  or the Building
Systems,  (ii) are visible from outside the Premises or (iii)  impacts any other
tenant's premises.

            As part of the  Alterations,  Landlord  agrees that Tenant  shall be
entitled to  construct  exterior  equipment  pads  located  outside the Building
leased by Tenant hereunder and one or more exterior chemical storage facilities,
provided that Tenant shall first submit to Landlord the proposed  plans for such
Alterations  and obtain  Landlord's  written  approval  of such  plans  prior to
commencing such  Alterations.  Landlord reserves the right to require Tenant, at
its sole cost and expense, to remove such exterior  Alterations upon termination
or expiration of this Lease.  Tenant  agrees and  acknowledges  that any parking
spaces  which may be taken by Tenant


                                       12
<PAGE>

in  connection  with the  construction  and  installation  of such pads shall be
deducted from Tenant's parking spaces as set forth in the Schedule.

            (b) Landlord's approval shall not be required for Alterations on the
interior  of  the  Premises  costing  less  than  Twenty-Five  Thousand  Dollars
($25,000.00) per project ("Minor Alterations"), provided that (i) Landlord would
                           -----------------
not have the right to reasonably withhold consent to the Alterations pursuant to
clauses (i) through (iii) of Section 5.1(a) above and such  Alterations  are not
visible  from  outside the  Premises;  and (ii) Tenant  provides  Landlord  with
written  notice of such  Minor  Alteration,  which  shall  include a copy of any
governmental  permits  required  to  complete  such Minor  Alteration,  prior to
commencing construction of such Minor Alteration.

            (c) Tenant shall pay for the cost of all Alterations,  including the
cost of any and all  approvals,  permits,  fees and other  charges  which may be
required as a condition of performing such Alterations.

            (d) The following requirements shall apply to all Alterations:

               (i) At least seven (7) days  before  beginning  any  Alterations,
Tenant shall furnish to Landlord (1) written notice of the expected commencement
date of the  Alterations  to  permit  Landlord  to post and  record a notice  of
nonresponsibility,   (2)  building   permits,   (3)  certificates  of  insurance
satisfactory  to  Landlord,  and,  (4) at  Landlord's  request  with  respect to
Alterations in excess of Twenty-Five Thousand Dollars ($25,000.00), security for
payment of all costs.

               (ii)  Tenant  shall  not  take any  action  which  would  violate
Landlord's  labor  contracts  or which would cause a work  stoppage,  picketing,
labor disruption or dispute,  or interfere with Landlord's or any other tenant's
or occupant's  business or with the rights and privileges of any person lawfully
in the Building ("Labor  Disturbance").  Tenant shall take the actions necessary
                  ------------------
to resolve any Labor  Disturbance,  and shall have  pickets  removed and, at the
request of Landlord,  immediately  terminate  any work in the Premises that gave
rise to the Labor Disturbance,  until Landlord gives its written consent for the
work to resume.  Tenant shall have no claim for damages against  Landlord or any
of the Landlord Parties as a result of the above actions.

               (iii)  The   Alterations   shall  be  performed  in  a  good  and
workmanlike  manner,  meeting  the  standard  for  construction  and  quality of
materials in the Building,  and shall comply with all insurance requirements and
all  applicable  laws,  ordinances,  regulations or  requirements  of the United
States of America,  the State of California,  or the ordinances,  regulations or
requirements  of the local  municipal or county  governing  body or other lawful
authorities having jurisdiction over the Project, including, without limitation,
any such laws,  ordinances,  regulations or  requirements  relating to hazardous
materials or  substances,  as those terms are defined by applicable  laws now or
hereafter in effect (collectively, "Governmental Requirements").
                                    -------------------------


                                       13
<PAGE>

               (iv) Tenant shall  perform all  Alterations  so as to minimize or
prevent disruption to other tenants, and Tenant shall comply with all reasonable
requests of Landlord in response to complaints from other tenants.

               (v) Tenant shall perform all  Alterations in compliance  with any
"Policies,  Rules and  Procedures  for  Construction  Projects"  which may be in
effect at the time the Alterations is performed.

               (vi) All  Alterations  shall be performed  only by contractors or
mechanics  approved  by  Landlord,  which  approval  shall  not be  unreasonably
withheld,  conditioned or delayed; provided,  however, that (1) Landlord may, in
its   reasonable   discretion,    specify   engineers,    general   contractors,
subcontractors,  and architects to perform work affecting the Building  Systems;
and  (2) if  Landlord  consents  to any  Alterations  that  requires  work to be
performed  outside  the  Premises,  Landlord  may elect to perform  such work at
Tenant's reasonable expense.

               (vii) Tenant shall permit Landlord to supervise all  Alterations,
including,  without limitation, the right (but not an obligation) to inspect the
construction  work during the progress  thereof,  and to require  corrections of
faulty   construction  or  any  material  deviation  from  the  plans  for  such
Alterations as approved by Landlord;  provided, however, that no such inspection
shall be deemed to create any liability on the part of Landlord, or constitute a
representation  by Landlord or any person hired to perform such  inspection that
the work so inspected conforms with such plans or complies with any Governmental
Requirements, and no such inspection shall give rise to a waiver of, or estoppel
with respect to, Landlord's continuing right at any time or from time to time to
require the  correction of any faulty work or any material  deviation  from such
plans.

               (viii) If Tenant requests that Landlord  manage any  Alterations,
then Landlord may charge a  supervisory  fee not to exceed three percent (3%) of
labor,  material,  and all other costs of the Alterations to compensate Landlord
for its management and supervision of the progress of the work.

               (ix)  Upon   completion,   Tenant  shall  furnish  Landlord  with
contractor's  affidavits and full and final statutory waivers of liens, as-built
plans and specifications,  and receipted bills covering all labor and materials,
and all other close-out documentation related to the Alterations,  including any
other  information  required  under  any  "Policies,  Rules and  Procedures  for
Construction Projects" which may be in effect at the time.

         5.2 No Liens.  Tenant has no  authority  to cause or permit any lien or
             --------
encumbrance of any kind to affect Landlord's  interest in the Project;  any such
lien or  encumbrance  shall attach to Tenant's  interest only. If any mechanic's
lien  shall be filed or claim of lien made for work or  materials  furnished  to
Tenant,  then Tenant shall at its expense within ten (10) days thereafter either
discharge  or contest the lien or claim.  If Tenant  contests the lien or claim,
then Tenant shall (a) within such ten (10) day period, provide Landlord adequate
security  for the lien or claim,  (b) contest the lien or claim in good faith by
appropriate  proceedings  that  operate  to stay  its  enforcement,  and (c) pay
promptly any final adverse judgment  entered in any such  proceeding.  If Tenant
does not comply with these  requirements,


                                       14
<PAGE>

Landlord  may  discharge  the lien or claim,  and the  amount  paid,  as well as
attorney's  fees and other  expenses  incurred  by  Landlord,  shall  constitute
Additional Rent payable by Tenant on demand.

         5.3  Ownership  of  Improvements.  All  Alterations  as defined in this
              ---------------------------
Section 5, partitions, hardware, equipment, machinery and all other improvements
and all fixtures,  except trade fixtures (which shall remain Tenant's property),
constructed  in the  Premises  by either  Landlord or Tenant,  (a) shall  become
Landlord's  property upon installation  without  compensation to Tenant,  unless
Landlord  consents  otherwise in writing,  and (b) shall,  at Landlord's  option
(which  shall be  stated at the time  Landlord  consents  to such  Alterations),
either (i) be  surrendered  to Landlord with the Premises at the  termination of
this Lease or of Tenant's right to possession,  or (ii) be removed in accordance
with  Section 14 below.  Notwithstanding  anything to the contrary  herein,  the
parties  acknowledge  and agree that  Tenant's  anechoic  chamber  shall  remain
Tenant's  property  and be treated  herein as a trade  fixture,  which  shall be
removed (and any damage caused  thereby shall be repaired) at Tenant's sole cost
and expense upon the expiration or termination of this Lease.

      6. USE OF PREMISES.
         ---------------

         6.1  Limitation  on Use.  Tenant  shall use the  Premises  only for the
              ------------------
Permitted  Use stated in the  Schedule  and  Tenant  shall not use or permit the
Premises or the Project to be used for any other purpose or purposes  whatsoever
without  the  prior  written  consent  of  Landlord,  which may be  withheld  in
Landlord's sole discretion. Tenant shall not allow any use of the Premises which
will  negatively  affect the cost of coverage  of  Landlord's  insurance  on the
Project,  unless  Tenant pays any  additional  premiums as a result of such use.
Tenant shall not allow any  inflammable or explosive  liquids or materials to be
kept on the Premises, other than those materials that are necessary for Tenant's
Permitted  Use under this Lease;  provided  that such  materials  are handled in
strict accordance with all applicable  Governmental  Requirements.  Tenant shall
not allow any use of the Premises  which would cause the value or utility of any
part of the  Premises to diminish or would  interfere  with any other  tenant or
with the  operation  of the  Project by  Landlord.  Tenant  shall not permit any
nuisance or waste upon the Premises,  or allow any offensive noise or odor in or
around the  Project.  At the end of each  business  day, or more  frequently  if
necessary,  Tenant  shall  deposit all garbage  and other trash  (excluding  any
inflammable,  explosive and/or hazardous  materials) in trash bins or containers
approved by Landlord in locations  designated  by Landlord from time to time. If
any  governmental  authority  shall deem the  Premises  to be a "place of public
accommodation"  under the Americans with  Disabilities  Act ("ADA") or any other
                                                              ---
comparable  law as a result of Tenant's  particular  use,  Tenant  shall  either
modify  its use to  cause  such  authority  to  rescind  its  designation  or be
responsible for any alterations, structural or otherwise, required to be made to
the Building or the Premises under such laws.

         6.2  Signs. Tenant  shall not place on any portion of the  Premises any
              -----
sign, placard,  lettering,  banner,  displays,  graphic, or other advertising or
communicative  material  which is  visible  from the  exterior  of the  Premises
without Landlord's prior written approval;  provided,  however,  that (i) Tenant
shall be  entitled,  on a  non-exclusive  and  proportionate  basis,  to  tenant
identification  signage on the monument serving the Building and on the crown of
the portion of the Building facing Highway 101 ("Building Signage"), except that
                                                 ----------------
so long as the


                                       15
<PAGE>

Premises  contains at least 74,979 rentable  square feet,  Tenant shall have the
sole right, on an exclusive basis, to the Building Signage;  and (ii) so long as
the Premises  contain at least  74,979  rentable  square  feet,  Tenant shall be
entitled, on a non-exclusive basis, to place Tenant's corporate name on doorways
to the Premises.  The material,  typeface,  graphic  format and  proportions  of
Tenant's signs, as well as the precise location of such signs,  shall be subject
to Landlord's approval,  which shall not be unreasonably  withheld. Any approved
signs  shall  strictly  conform  to all  Governmental  Requirements,  any CC&R's
recorded against the Project,  and Landlord's signage standards in effect at the
time,  and shall be installed and removed at Tenant's  expense.  Tenant,  at its
sole expense,  shall maintain such signs in good condition and repair during the
Term.  Prior to the expiration or earlier  termination of this Lease,  Tenant at
its sole cost shall  remove all of its  exterior  signage and repair any and all
damage  caused  to  the  Building  and/or  Project   (including  and  fading  or
discoloration)  by such signs and/or the removal of such signs from the Building
and/or Project.

         6.3 Parking.  Tenant shall have the non-exclusive  right to park in the
             -------
Project's  parking  facilities  in common with other tenants of the Project upon
terms and  conditions,  as may from  time to time be  established  by  Landlord.
Tenant agrees not to overburden the parking  facilities (i.e., use more than the
                                                         ---
number of  unassigned  parking  stalls  indicated on the Schedule) and agrees to
cooperate  with  Landlord  and other  tenants  in the  Project in the use of the
parking  facilities.  Landlord reserves the right in its discretion to determine
whether the parking  facilities are becoming  crowded and to allocate and assign
parking  passes among Tenant and the other tenants in the Project.  Tenant's use
of the parking  facilities  shall be at no charge,  provided that Landlord shall
have the right to charge  Tenant the portion that  Landlord  deems  allocable to
Tenant of any charges (e.g.,  fees or taxes) imposed by the Regional Air Quality
                       ----
Control Board or other governmental or  quasi-governmental  agency in connection
with the parking  facilities  (e.g.,  in connection with operation or use of the
                               ----
parking  facilities).  Landlord  shall not be liable to  Tenant,  nor shall this
Lease be affected,  if any parking is impaired by (or if any parking charges are
imposed as a result of) any moratorium,  initiative, referendum, law, ordinance,
regulation   or  order   passed,   issued  or  made  by  any   governmental   or
quasi-governmental  body.  Tenant shall abide by all rules and regulations which
are  prescribed  from  time to time  for the  orderly  operation  and use of the
parking facility where the parking passes are located,  including any sticker or
other  identification  system  established by Landlord,  and cooperate in seeing
that   Tenant's   employees  and  visitors  also  comply  with  such  rules  and
regulations.  Landlord  specifically  reserves  the  right to  change  the size,
configuration,  design,  layout  and all other  aspects of the  Project  parking
facility  at any time and Tenant  acknowledges  and agrees  that  Landlord  may,
without  incurring  any  liability  to Tenant and without any  abatement of Rent
under this Lease, from time to time, close-off or restrict access to the Project
parking  facility for a reasonable  period of time for purposes of permitting or
facilitating  any  such  construction,  alteration  or  improvements;  provided,
however,  that Landlord shall locate and secure alternate  parking  arrangements
for Tenant  within  walking  distance of the  Building or  otherwise  reasonably
acceptable to Tenant. Landlord may delegate its responsibilities  hereunder to a
parking  operator in which case such parking  operator shall have all the rights
of control  attributed  hereby to the Landlord;  provided,  however,  that in no
event shall  Tenant be required to pay for its  parking  rights  hereunder.  The
parking  rights  granted to Tenant  pursuant to this Section 6.3 are provided to
Tenant  solely for use by  Tenant's  own  personnel  and such  rights may not be
transferred,  assigned,  subleased or otherwise alienated by Tenant separate and
apart from


                                       16
<PAGE>

a Transfer  of this Lease  pursuant  to  Section  17 below.  Landlord  shall not
oversubscribe parking rights in the Project's parking facility.

         6.4 Prohibition  Against Use of Roof and Structure of Building.  Tenant
             ----------------------------------------------------------
shall be prohibited from using all or any portion of the roof of the Building or
any portion of the  structure of the Building  during the Term of this Lease (or
any extensions  thereof) for any purposes  (including without limitation for the
installation,   maintenance   and  repair  of  a  satellite  dish  and/or  other
telecommunications  equipment),  without Landlord's prior written consent, which
Landlord may withhold in its sole and absolute discretion,  subject, however, to
the applicable provisions of this Lease, including, without limitation,  Section
31 and Exhibit B-1.  Notwithstanding the foregoing,  Landlord shall grant Tenant
       -----------
with  reasonable  access  to the  roof  of  the  Building  as may be  reasonably
necessary to allow Tenant to perform its HVAC and other maintenance  obligations
hereunder,  provided that such access shall be subject to any  reasonable  rules
and  restrictions  that  Landlord may impose from time to time.  Nothing  herein
shall  limit or restrict  Landlord's  rights  under  Section  11.13,  or require
Landlord to obtain Tenant's consent prior to exercising such rights.

      7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.
         --------------------------------------------

         7.1 Compliance in Premises.
             ----------------------

            (a) Landlord's  Responsibilities.  As of the Commencement  Date, the
                ----------------------------
Premises shall comply in all material respects with all applicable  Governmental
Requirements  (as interpreted by applicable  governmental or  quasi-governmental
authorities as of the Commencement Date),  without regard to any specific use of
the  Premises by Tenant,  and without  regard to Tenant's  Work.  If Landlord or
Tenant  receives  written  notice from any  governmental  or  quasi-governmental
authority that any portion of the Premises violated Governmental Requirements as
of the  Commencement  Date,  Landlord  shall not be  liable  to  Tenant  for any
damages,  but Landlord,  at no cost to Tenant,  shall,  as Tenant's sole remedy,
perform  such work or take such other  action as may be  necessary  to cure such
violation,  but only to the extent that such violation  materially and adversely
affects  Tenant's  use  or  occupancy  of  the  Premises.   Notwithstanding  the
foregoing,  Landlord  shall have the right to contest any alleged  violation  in
good faith, including,  without limitation,  the right to apply for and obtain a
waiver or  deferment  of  compliance,  the right to assert any and all  defenses
allowed by law, and the right to appeal any  decisions,  judgments or rulings to
the fullest extent  permitted by law, and Landlord's  obligation to perform work
or take such other action to cure a violation  under this  Section  7.1(a) shall
apply after the exhaustion of any and all rights to appeal or contest.

            (b) Tenant's  Responsibilities.  Tenant shall,  at its sole cost and
                --------------------------
expense,  (1) comply  with all  Governmental  Requirements;  with any  occupancy
certificate  issued for the  Premises;  and with the  provisions of all recorded
documents  affecting the Premises,  insofar as any thereof relates to or affects
the  condition,  use or occupancy of the  Premises;  and (2) take all proper and
necessary  action to cause the Premises,  including  any repairs,  replacements,
alterations and improvements  thereto, to be maintained,  constructed,  used and
occupied in compliance with applicable Governmental Requirements,  including any
applicable code and ADA requirements, whether or not such requirements are based
on Tenant's use of the  Premises,  and further to assume all  responsibility  to
ensure that the Premises continues to comply with all


                                       17
<PAGE>

Governmental  Requirements,  including  applicable  code  and ADA  requirements,
throughout the Term. Tenant shall be responsible,  at its sole cost and expense,
to make all  alterations  to the  Premises  as are  required  to comply with the
governmental  rules,  regulations,  requirements or standards  described in this
Section 7.1 provided,  however, that, unless necessitated by Tenant's particular
use of the Premises or any  improvements  to or alterations of the Premises made
by or on behalf of Tenant,  Tenant  shall  have no  obligation  to make  capital
repairs or alterations to the Premises to comply with Governmental Requirements.
The judgment of any court of competent  jurisdiction  or the admission of Tenant
in any judicial action,  regardless of whether Landlord is a party thereto, that
Tenant has violated any of said  governmental  measures,  shall be conclusive of
that fact as between Landlord and Tenant.

         7.2  Compliance  in  Common  Areas.  Subject  to  reimbursement  as  an
              -----------------------------
Operating  Cost as provided in Section 2 above,  Landlord shall perform any work
required under any applicable Governmental  Requirements,  including the ADA, to
be performed  in the common  areas of the  Project,  except that Tenant shall be
solely responsible for all such compliance work which is required as a result of
Tenant's  use or  activities,  Tenant's  proposed  alterations  or  repairs,  or
Tenant's Work.  With respect to any code  compliance  work required  outside the
Premises  for which Tenant is  responsible  hereunder,  Landlord  shall have the
right to  perform  such work,  or require  that  Tenant  perform  such work with
contractors,  subcontractors, engineers and architects approved by Landlord; and
if Landlord  elects to perform  such work  outside the  Premises,  Tenant  shall
reimburse  Landlord  for the cost of such work  within  ten (10) days  following
receipt of invoices  therefor.  Landlord makes no  representations or warranties
regarding   whether  the  Project  or  the  Premises  complies  with  applicable
Governmental Requirements as of the date of this Lease.

         7.3 Rules and Regulations. Tenant shall also comply with all reasonable
             ---------------------
rules for the Project which may be established  and amended from time to time by
Landlord.  The present rules and regulations are contained in Exhibit B. Failure
                                                              ---------
by another  tenant to comply  with the rules or failure by  Landlord  to enforce
them shall not relieve Tenant of its obligation to comply with the rules or make
Landlord responsible to Tenant in any way. Landlord shall use reasonable efforts
to apply the rules and  regulations  uniformly  with  respect  to Tenant and any
other  tenants in the Project  under  leases  containing  rules and  regulations
similar to this Lease. If Tenant performs  alterations or repairs,  Tenant shall
comply with the provisions of Section 5 of this Lease.

      8. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.
         --------------------------------------------

         8.1  Waiver of Claims.  Neither Landlord nor the other Landlord Parties
              ----------------
(as  defined  below)  shall be liable to Tenant  or to any  Tenant  Parties  (as
defined  below),  and Tenant waives all claims  against  Landlord and such other
Landlord Parties, for any injury to or death of any person or for loss of use of
or damage to or  destruction  of property in or about the Premises or Project by
or from any cause whatsoever, including without limitation,  earthquake or earth
movement,  gas, fire, oil, electricity or leakage from the roof, walls, basement
or other  portion of the  Premises  or  Project,  except only to the extent such
injury,  death or damage is caused by the gross negligence or willful misconduct
of such  Landlord  Party or  Landlord's  breach  of this  Lease or except to the
extent such limitation on liability is prohibited by law. The provisions of this
Section 8.1 shall survive the  expiration or earlier  termination  of this Lease
until all claims  within


                                       18
<PAGE>

the scope of this Section 8.1 are fully,  finally,  and absolutely barred by the
applicable statutes of limitations.

         8.2 Indemnification.
             ---------------

            (a)  Subject to the waiver of  subrogation  set forth in Section 8.6
below,   Tenant  shall  indemnify,   protect,   defend  (by  counsel  reasonably
satisfactory  to  Landlord)  and  hold  harmless   Landlord  and  its  officers,
directors,  employees and agents (each, a "Landlord Party" and collectively, the
                                           --------------
"Landlord Parties"), and each of them, against any and all obligations,  losses,
 ----------------
claims,  actions  (including  remedial  or  enforcement  actions of any kind and
administrative or judicial proceedings,  suits, orders or judgments),  causes of
action,  liabilities,  penalties,  damages (including consequential and punitive
damages),  costs and expenses (including  reasonable attorneys' and consultants'
fees and expenses)  (collectively,  "Claims") arising from any of the following,
                                     ------
including,  but not limited to,  Claims  brought by or on behalf of employees of
Tenant,  with  respect to which Tenant  waives,  for the benefit of the Landlord
Parties,  any  immunity  to which  Tenant  may be  entitled  under any  worker's
compensation  laws:  (i) any  cause  in,  on or  about  the  Premises,  (ii) any
negligence or willful  misconduct of Tenant or any person or entity  claiming by
or  through  Tenant  (including  any  assignee  or  subtenant),  or any of their
respective  members,  partners,  employees,   contractors,   agents,  customers,
visitors,  licensees  or other  persons  in or about  the  Project  by reason of
Tenant's  occupancy of the Premises  (each a "Tenant  Party" and,  collectively,
                                              -------------
"Tenant Parties"), or (iii) Tenant's breach of its obligations under this Lease,
 --------------
either prior to, during,  or after the expiration of the Lease Term  (including,
without  limitation,  Tenant's  failure to surrender  the Premises in accordance
with Section 14 below); provided,  however, that Tenant's obligations under this
Section  shall be  inapplicable  to the extent such Claims  arise from the gross
negligence or willful  misconduct of such Landlord Party or Landlord's breach of
this Lease or to the extent such obligations are prohibited by applicable law.

            (b) Subject to the waivers of liability and subrogation set forth in
Sections 8.1 and 8.6,  respectively,  Landlord shall indemnify and hold harmless
Tenant,  its officers,  agents and employees  from and against all Claims to the
extent arising from the gross negligence or willful misconduct of Landlord,  its
employees, agents or contractors.

            (c) Tenant's duty to defend Landlord and the other Landlord  Parties
under this Section 8.2 is separate and independent of Tenant's duty to indemnify
the Landlord Parties.  The duty to defend includes claims for which the Landlord
Parties  may be liable  without  fault or  strictly  liable.  The duty to defend
applies  regardless  of whether  the  issues of  negligence,  liability,  fault,
default, or other obligation on the part of Tenant Parties have been determined.
The duty to defend  applies  immediately,  regardless  of whether  any  Landlord
Parties have paid any sums or incurred any detriment  arising out of or relating
(directly  or  indirectly)  to any  Claims.  The parties  expressly  intend that
Landlord  Parties shall be entitled to obtain  summary  adjudication  or summary
judgment  regarding Tenant's duty to defend the Landlord Parties at any stage of
any claim or suit within the scope of this Section.

            (d) The parties'  obligations  under this Section  shall survive the
expiration  or earlier  termination  of this Lease  until all Claims  within the
scope of this  Section  8.2 are fully,  finally,  and  absolutely  barred by the
applicable statutes of limitations.


                                       19
<PAGE>

         8.3 Tenant's  Insurance.  Tenant shall  maintain  insurance as follows,
             -------------------
with such other terms,  coverages and  insurers,  as Landlord  shall  reasonably
require from time to time:

            (a) Commercial  General  Liability  Insurance,  with (i) Contractual
Liability including the indemnification provisions contained in this Lease, (ii)
a severability  of interest  endorsement,  and (iii) limits of not less than Two
Million Dollars ($2,000,000) combined single limit per occurrence, not less than
Two Million Dollars ($2,000,000) in the aggregate for bodily injury, sickness or
death, and property damage,  and umbrella coverage of not less than Five Million
Dollars ($5,000,000).

            (b)  Special  Causes  of  Loss  (ISO  form  CP 10 30  10/00  or  its
substantive equivalent) Insurance covering the replacement cost of all leasehold
improvements, trade fixtures and personal property in or on the Premises, with a
commercially reasonable deductible.

            (c)  Business  Income  insurance  and extra  expense  coverage  with
coverage amounts that shall reimburse  Tenant for all rental,  expense and other
payment obligations of Tenant under this Lease for a period of not less than one
(1) year.

            (d) Workers'  compensation or similar  insurance in form and amounts
required  by law,  and  Employer's  Liability  with not less than the  following
limits:

                       Each Accident:            $500,000
                       Disease--Policy Limit:    $500,000
                       Disease--Each Employee:   $500,000

         Tenant's  insurance  shall  be  primary  and not  contributory  to that
carried by Landlord, its agents, or mortgagee.  Landlord, and if any, Landlord's
building manager or agent,  and, if Landlord  requests,  any Security Holder (as
defined in Section 16.1 below),  shall be named as additional insureds under the
insurance  required  of the  Tenant in Section  8.3(a),  and  Tenant's  property
insurance  policies  shall be endorsed to provide that any loss shall be payable
to Landlord and such other additional parties as Landlord may specify,  as their
respective  interests may appear. The company or companies writing any insurance
which  Tenant is required to maintain  under this Lease,  as well as the form of
such insurance,  shall at all times be subject to Landlord's  approval,  and any
such company shall be licensed to do business in the state in which the Building
is located.  Such insurance  companies  shall have a A.M. Best rating of A VI or
better.

            (e) Tenant shall cause any contractor of Tenant  performing  work on
the Premises to maintain insurance as follows, with such other terms,  coverages
and insurers, as Landlord shall reasonably require from time to time:

               (i)   Commercial   General   Liability    Insurance,    including
contractor's  liability  coverage,  contractual  liability  coverage,  completed
operations  coverage,  broad form property damage endorsement,  and contractor's
protective  liability  coverage,  to afford  protection  with  limits,  for each
occurrence,  of not less than One Million Dollars  ($1,000,000)  with respect to
personal injury, death or property damage.


                                       20
<PAGE>

               (ii)  Workers'  compensation  or  similar  insurance  in form and
amounts  required  by law,  and  Employer's  Liability  with not  less  than the
following limits:

                       Each Accident:             $500,000
                       Disease--Policy Limit:     $500,000
                       Disease--Each Employee:    $500,000

         Such insurance shall contain a waiver of subrogation provision in favor
of Landlord and its agents. Tenant's contractor's insurance shall be primary and
not  contributory  to  that  carried  by  Tenant,   Landlord,  their  agents  or
mortgagees.  Tenant and Landlord,  and if any,  Landlord's  building  manager or
agent,  and,  if  Landlord  requests,  any  Security  Holder  shall  be named as
additional insured on Tenant's contractor's insurance policies.

         8.4   Insurance   Certificates.   Tenant  shall   deliver  to  Landlord
               ------------------------
certificates evidencing all required insurance no later than five (5) days prior
to the  Commencement  Date and each renewal date. Each  certificate will provide
for thirty  (30) days prior  written  notice of  cancellation  to  Landlord  and
Tenant.

         8.5 Landlord's Insurance. Subject to reimbursement as an Operating Cost
             --------------------
in accordance  with the  provisions of Section 2 hereof,  Landlord shall procure
and  maintain in effect  throughout  the Term of this Lease  commercial  general
liability insurance,  property insurance and/or such other types of insurance as
are normally  carried by  reasonably  prudent  owners of  commercial  properties
substantially  similar to the Project.  Such coverages shall be in such amounts,
from such  companies and on such other terms and conditions as Landlord may from
time to time reasonably  determine,  and Landlord shall have the right,  but not
the obligation,  to change, cancel, decrease or increase any insurance coverages
in respect of the Building,  add additional forms of insurance as Landlord shall
deem reasonably  necessary,  and/or obtain  umbrella or other policies  covering
both the Building and other assets owned by or  associated  with Landlord or its
affiliates, in which event the cost thereof shall be equitably allocated.

         8.6 Waiver of Subrogation. Landlord and Tenant hereby waive and release
             ---------------------
any and all rights of recovery  against  the other  party,  including  officers,
employees,  agents and authorized  representatives (whether in contract or tort)
of such other party,  that arise or result from any and all loss of or damage to
any property of the waiving party  located  within or  constituting  part of the
Building,  including the  Premises,  to the extent due to a risk covered under a
standard ISO Commercial  Property insurance policy, or such additional  property
coverage  as the  waiving  party  may  carry  (with  a  commercially  reasonable
deductible),  whether  or not the party  suffering  the loss or damage  actually
carries any insurance,  recovers under any insurance or self-insures the loss or
damage.  Each party shall have their property  insurance policies issued in such
form as to waive any right of subrogation as might otherwise exist.  This mutual
waiver is in addition to any other waiver or release contained in this Lease.

      9. FIRE AND OTHER CASUALTY.
         -----------------------

         9.1 Termination.  If a fire or other casualty causes substantial damage
             -----------
to the  Premises,  Landlord  shall  engage a  registered  architect to estimate,
within one (1) month of the casualty,  to both Landlord and Tenant the amount of
time needed to restore the Premises to


                                       21
<PAGE>

tenantability,  using standard  working  methods without the payment of overtime
and other  premiums.  If the time  needed  exceeds  twelve  (12) months from the
beginning of the  restoration,  or two (2) months  therefrom if the  restoration
would begin during the last twelve (12) months of the Lease, then in the case of
damage to the Premises,  either  Landlord or Tenant may terminate this Lease, by
notice to the other  party  within  ten (10) days  after the  notifying  party's
receipt of the architect's  estimate.  If sufficient insurance proceeds will not
be  available to Landlord to cover the cost of any  restoration  to the Premises
because (i) the casualty event was not required to be insured  against  pursuant
to the  terms of this  Lease  and was not  actually  insured  against,  (ii) the
financial  inability  of  Landlord's  insurance  carrier  to make such  proceeds
available to Landlord, or (iii) Landlord's  mortgagee,  if any, has applied such
proceeds to the  indebtedness  secured by such  mortgagee  and Landlord does not
commence  restoration within one hundred eighty (180) days of the damage,  then,
Landlord may terminate this Lease by written notice to Tenant.  Any  termination
pursuant to this Section 9.1 shall be  effective  thirty (30) days from the date
of such  termination  notice and Rent shall be paid by Tenant to that date, with
an  abatement  for  any  portion  of  the  Premises   which  has  been  rendered
untenantable as a result of the casualty.  Notwithstanding any of the foregoing,
Landlord  shall not have the right to terminate  this Lease if the damage to the
Premises is relatively  minor (for example,  if the repair or restoration  would
cost less than ten percent (10%) of the replacement cost of the Premises).

         9.2  Restoration.  If a casualty  causes  damage to the Building or the
              -----------
Premises but this Lease is not  terminated  for any reason,  then subject to the
rights of any mortgagees or ground lessors, Landlord shall obtain the applicable
insurance  proceeds  and  diligently  restore the  Building  and the Premises to
substantially their prior condition,  except for modifications  required by then
applicable  Governmental  Requirements or any other  modifications to the common
areas of the Building, if any, deemed desirable by Landlord;  provided, however,
that,  within ten (10) days following notice to Tenant from Landlord (whether or
not this Lease is  terminated  pursuant  to Section  9.1  above),  Tenant  shall
irrevocably and  unconditionally  assign to Landlord (or to any party designated
by Landlord) all insurance  proceeds payable to Tenant under Tenant's  insurance
required under Section 8.3(b) above which pertain to the repair and  restoration
of  the  leasehold  improvements  in  the  Premises,   including  any  leasehold
improvements  performed  by or on behalf of Tenant  pursuant to Section 5 above;
and provided further,  that if the cost of repair and restoration by Landlord of
the  leasehold  improvements  in the  Premises  exceeds the amount of  insurance
proceeds received by Landlord from Tenant's insurance carrier,  the cost of such
repair and restoration shall be promptly paid by Tenant to Landlord,  but in any
event prior to Landlord's commencement of repair of the damage.  Notwithstanding
the  foregoing,  Landlord  shall  have no  obligation  with  respect  to, and if
Landlord  elects or is  required to perform any  restoration  hereunder,  Tenant
shall be responsible  for and shall,  repair and replace at its sole cost all of
Tenant's equipment, furniture, trade fixtures and other personal property in the
Premises,  including,  without limitation,  any telecommunications wires, cables
and related devices located in or serving the Premises.  Rent shall be abated on
a per diem basis during the restoration for any portion of the Premises which is
untenantable.  Tenant shall not be entitled to any  compensation or damages from
Landlord  for  loss of the use of the  Premises,  damage  to  Tenant's  personal
property  and trade  fixtures or any  inconvenience  occasioned  by such damage,
repair or  restoration.  Tenant  hereby  waives the  provisions of Section 1932,
Subdivision 2, and Section 1933,  Subdivision  4, of the California  Civil Code,
and the provisions of any similar law hereinafter enacted.


                                       22
<PAGE>

      10. EMINENT DOMAIN. If a part of the Project is taken by eminent domain or
          --------------
deed in lieu thereof which is so substantial that the Premises cannot reasonably
be used by Tenant for the  operation  of its  business,  then  either  party may
terminate  this Lease  effective as of the date of the taking.  Rent shall abate
from the date of the taking in proportion to any part of the Premises taken. The
entire  award for a taking of any kind  shall be paid to  Landlord,  and  Tenant
shall  have  no  right  to  share  in the  award  including  the  "bonus  value"
represented by the difference, if any, between rent payable under this Lease and
market rent for the unexpired  Term,  and Tenant shall have no right to share in
the award; provided, however, that the foregoing shall not be deemed to prohibit
Tenant from filing a separate claim at its sole cost and expense for an award or
portion  thereof  separately  designated  for (a) relocation  costs,  (b) moving
expenses or (c) personal property, trade fixtures and the unamortized portion of
the value of all Alterations performed in the Premises by Tenant during the Term
(such  amortization to be calculated on a  straight-line  basis over the Term of
this Lease,  without regard to any future  extension terms as of the date of the
taking,  and such value to be determined,  at Tenant's expense,  by an appraiser
selected by Landlord  and  approved by Tenant);  or (d) loss of or damage to the
goodwill of Tenant's  business and lost profits (but only to the extent the same
does not constitute "bonus value").  All obligations  accrued to the date of the
taking shall be performed  by the party liable to perform said  obligations,  as
set forth herein.  Tenant  hereby  waives any and all rights it might  otherwise
have pursuant to Section 1265.130 of The California Code of Civil Procedure.

      11. RIGHTS RESERVED TO LANDLORD.
          ---------------------------

         Landlord  may  exercise  at  any  time  any  of  the  following  rights
respecting the operation of the Project without liability to Tenant of any kind:

         11.1 Name.  To change the name of the Building or the  Project,  or the
              ----
street address of the Building or the suite number(s) of the Premises; provided,
however,  that so long as Tenant  leases and  occupies  more than fifty  percent
(50%) of the Building,  then Landlord may not change the name or street  address
of the Building, or the suite number(s) of the Premises,  without Tenant's prior
reasonable consent..

         11.2  Signs.  To  install,  modify  and/or  maintain  any  signs on the
               -----
exterior and in the  interior of the Building or on the Project,  and to approve
at its sole  discretion,  prior to  installation,  any of Tenant's  signs in the
Premises visible from the common areas or the exterior of the Building.

         11.3  Window  Treatments.  To  approve,  at its  discretion,  prior  to
               ------------------
installation,  any shades, blinds, ventilators or window treatments of any kind,
as well as any  lighting  within  the  Premises  that  may be  visible  from the
exterior of the Building or any interior  common area.

         11.4 Keys. To retain and use at any time passkeys to enter the Premises
              ----
or any door within the Premises. Tenant shall not alter or add any lock or bolt.

         11.5 Access.  To have access to the Premises  with  twenty-four  hours'
              ------
prior notice  (except in the case of an emergency,  in which case Landlord shall
have the right to immediate access) to inspect the Premises,  to post notices of
non-responsibility  in  connection  with  any  Alterations,   to  make  repairs,
alterations,  additions or  improvements  to the  Premises or


                                       23
<PAGE>

Building,  and to perform  any other  obligations  of  Landlord  hereunder,  all
without abatement of Rent.  Landlord shall,  subject to Tenant's compliance with
its  obligations  pursuant to this Section 11.5,  follow  Tenant's  commercially
reasonable  security  requirements in connection with any entry by Landlord into
the Premises. If Tenant requires that all persons entering the Premises shall be
attended  by a  representative  of Tenant,  Tenant  shall make a  representative
available upon 24 hours' prior telephone notice by Landlord.  In the event of an
emergency,  however,  Landlord shall use good-faith  efforts to follow  Tenant's
security  requirements,  but Landlord  will be required to give only such notice
that it in good faith believes is feasible under the  circumstances and need not
wait to be accompanied by Tenant or its employees or  representatives  (although
these parties may still accompany  Landlord if they are available and wish to do
so).

         11.6 Preparation for Reoccupancy.  To decorate,  remodel, repair, alter
              ---------------------------
or  otherwise  prepare the  Premises  for  reoccupancy  at any time after Tenant
abandons the Premises, without relieving Tenant of any obligation to pay Rent.

         11.7  Heavy Articles.  To approve the weight, size,  placement and time
               --------------
and manner of movement within the Building of any safe, central filing system or
other  heavy  article of  Tenant's  property.  Tenant  shall  move its  property
entirely at its own risk.

         11.8  Show  Premises. To show the Premises to  prospective  purchasers,
               --------------
brokers,  lenders,  mortgagees,  investors, or rating agencies at any reasonable
time,  and,  during the last  twelve  (12)  months of the Term,  to  prospective
tenants,  provided  that  Landlord  gives  prior  notice to Tenant  and does not
materially interfere with Tenant's use of the Premises.

         11.9  Relocation of Tenant.  If Tenant  exercises its Reduction  Option
               --------------------
under Section 32 below and,  thereafter during the Term of this Lease,  Landlord
receives a bona fide offer from a  third-party  to lease at least 74,979  square
feet of rentable area in the Building (the "Third-Party Space"),  which offer is
                                            -----------------
acceptable to Landlord (the "Third-Party Offer"),  Landlord may relocate Tenant,
                             -----------------
upon at least ninety (90) days' prior written notice (the "Relocation  Notice"),
                                                           ------------------
from the Premises to another  premises in any comparable  class project owned by
Landlord or its affiliates in San Jose (north of Highway 880),  Santa Clara,  or
Sunnyvale,  California (the "New Premises"), subject to, and in accordance with,
                             ------------
the following:

            (a) The Relocation  Notice will specify the terms of the Third-Party
Offer and shall  describe the proposed New  Premises,  which shall be within ten
percent (10%) of the size of the Premises described in this Lease;

            (b) The  New  Premises  must be in a  contiguous  block  within  one
building and shall,  at Landlord's  sole cost,  be reasonably  comparable to the
Premises with respect to tenant  improvements,  finishes and layout  (taking any
differences  in  configuration  between the Premises  and the New Premises  into
account);  provided,  however,  that  Landlord and Tenant agree that the "Valley
Centre  I" and  "Valley  Centre  II"  projects  in San Jose  are not  reasonably
comparable to the Premises;

            (c)  Tenant  shall,  within  (10) days of  Tenant's  receipt  of the
Relocation  Notice,  either  (i) accept the New  Premises,  (ii)  reject the New
Premises or (iii) elect to add to the


                                       24
<PAGE>

Premises  the  additional  23,755  square  feet  in  the  Building  that  Tenant
eliminated by exercising its Reduction  Option pursuant to Section 32 below (the
"Additional  Square  Footage").  If Tenant elects to add the  Additional  Square
 ---------------------------
Footage to the Premises,  the Additional  Square Footage shall be added upon the
identical economic terms and conditions set forth in the Relocation Notice (on a
per square footage basis) and, to the extent not  inconsistent  therewith,  upon
all of the terms and conditions of this Lease. Tenant's failure, within such ten
(10) day period,  either to (i) accept the New Premises or (ii) elect to add the
Additional Square Footage to the Premises hereunder, shall be deemed a rejection
of the New Premises as of the last day of the ten (10) day period, time being of
the  essence,  in which  event  Landlord  shall have the right,  exercisable  by
written  notice to Tenant (the  "Termination  Notice")  within  twenty (20) days
                                 -------------------
after  Tenant's  rejection,  to cancel and terminate  this Lease on the date set
forth in the  Termination  Notice (which date shall be not less than ninety (90)
days  nor  more  than  one  hundred  twenty  (120)  days  after  the date of the
Termination  Notice),  provided that, prior to the termination date set forth in
the  Termination  Notice,  Landlord  shall pay to Tenant the sum of Two  Hundred
Fifty-Six Thousand One Hundred Twenty Dollars  ($256,120.00) in consideration of
Tenant's moving costs. If Tenant accepts the New Premises, Tenant shall relocate
to the New Premises on the date designated by Landlord in the Relocation Notice.
If Tenant elects to add the Additional  Square  Footage,  Landlord shall deliver
possession  of  the  Additional  Square  Footage  to  Tenant  on the  terms  and
conditions set forth in the Relocation Notice;  provided,  however, that Tenant,
at its sole cost and  expense,  shall make such  alterations  that Tenant  deems
reasonably  necessary or appropriate to create access between the  then-Premises
and the Additional Square Footage, and access from the Additional Square Footage
to the freight elevator in the dock area;

            (d)  The  physical   relocation  and   re-installation  of  Tenant's
furniture,  trade  fixtures,  equipment and other  personal  property to the New
Premises (including  re-cabling and re-wiring) shall be performed by Landlord at
its sole cost;

            (e)  Tenant  shall   cooperate   with  Landlord  to  facilitate  the
relocation,  including  supervising the movement of files or fragile  equipment,
designating  new  locations  for  furniture,  equipment  and new  telephone  and
electrical outlets, and determining the color of paint in the New Premises;

            (f) All  reasonable  costs  incurred  by  Tenant  as a result of the
relocation,  including, without limitation, costs incurred in changing addresses
on stationery,  business cards, directories,  advertising, and other such items,
shall be paid by Landlord;

            (g) If the New  Premises  is a  different  square  footage  than the
Premises  described in this Lease,  (i) the Base Rent shall be adjusted to a sum
computed by  multiplying  the Base Rent specified in the Schedule by a fraction,
the  numerator  of which  shall be the total  number  of square  feet in the New
Premises,  and the denominator of which shall be the total number of square feet
in the Premises before relocation, provided, however, in no event shall the Base
Rent hereunder be increased as a result of such  relocation  (i.e.,  even if the
New  Premises  contains  more than 51,224  square  feet,  the Base Rent  payable
hereunder shall not exceed the amounts set forth in Item 14 of the Schedule) and
(ii) Tenant's Proportionate Share shall be appropriately adjusted, provided that
the amount of Operating Costs payable by Tenant with respect to the New Premises
shall not exceed the  Operating  Costs that would have been  payable  under this
Lease absent such relocation;


                                       25
<PAGE>

            (h) If  requested  by Landlord,  Tenant  shall  promptly  execute an
amendment to this Lease  confirming the relocation of Tenant to the New Premises
and the adjustment of Base Rent and Tenant's Proportionate Share, if any; and

            (i) Tenant's  failure to surrender  the Premises and relocate to the
New Premises as required  hereunder,  or Tenant's  interference  with Landlord's
physical relocation of Tenant's furniture,  trade fixtures,  equipment and other
personal  property to the New  Premises,  shall  constitute  an Event of Default
hereunder.

         11.10  Use of  Lockbox. To  designate  a lockbox  collection  agent for
                ---------------
collections  of amounts due Landlord.  In that case, the date of payment of Rent
or other sums shall be the date of the  agent's  receipt of such  payment or the
date of  actual  collection  if  payment  is made  in the  form of a  negotiable
instrument thereafter  dishonored upon presentment.  However, if there exists an
uncured Event of Default  under this Lease,  Landlord may reject any payment for
all purposes as of the date of receipt or actual collection by mailing to Tenant
within a reasonable  time after such receipt or  collection a check equal to the
amount sent by Tenant.

         11.11 Repairs and  Alterations.  To make repairs or  alterations to the
               ------------------------
Project and in doing so transport any required material through the Premises, to
close  entrances,  doors,  corridors,  elevators  and  other  facilities  in the
Project, to open any ceiling in the Premises, or to temporarily suspend services
or use of common areas in the Building. Landlord may perform any such repairs or
alterations  during ordinary business hours,  except that Tenant may require any
work in the Premises to be done after business hours if Tenant pays Landlord for
overtime and any other expenses incurred.  Landlord may do or permit any work on
any nearby building, land, street, alley or way.

         11.12  Building  Services.  To install,  use and  maintain  through the
                ------------------
Premises,  pipes, conduits, wires and ducts serving the Building,  provided that
such  installation,  use and maintenance  does not  unreasonably  interfere with
Tenant's use of the Premises.

         11.13  Use of Roof.  To  install,  operate,  maintain  and  repair  any
                -----------
satellite  dish,  antennae,  equipment,  or  other  facility  on the roof of the
Building or to use the roof of the Building in any other manner, or to allow any
entity  selected by Landlord to  undertake  the  foregoing,  provided  that such
installation,  operation,  maintenance,  repair  or use  does  not  unreasonably
interfere with Tenant's use of the Premises.

         11.14 CC&Rs.  Landlord, at any time, may promulgate and record a set of
               -----
CC&Rs which will govern the access, parking, design, signage and other rights of
the tenants in the Project, so long as such CC&Rs do not impose any material new
payment  obligation  on Tenant  or  require  Tenant  to  modify  any of the then
existing improvements.

         11.15 Other  Actions.  To take any other  action which  Landlord  deems
               --------------
reasonable in connection with the operation,  maintenance or preservation of the
Building and the Project.

      12. EVENTS OF DEFAULT.
          -----------------


                                       26
<PAGE>

         12.1  Tenant's  Default.  The  occurrence  of any  one or  more  of the
               -----------------
following events (each, an "Event of Default") shall constitute a breach of this
                            ----------------
Lease by Tenant:

            (a) Tenant fails to pay any Rent when due and such failure continues
for five (5) days or more following Landlord's notice of such failure.

            (b)  Tenant  fails to  perform  its  obligations  under  Section  17
(Assignment and Sublease), or Section 28 (Hazardous Substances).

            (c) Tenant abandons the Premises.

            (d) Tenant fails to perform any  obligation  to Landlord  under this
Lease other than those described in Sections 12.1(a),  12.1(b) or 12.1(c) above,
and such  failure  continues  for thirty  (30) days after  written  notice  from
Landlord or Landlord's  agent,  except that if Tenant begins to cure its failure
within the thirty (30) day period but cannot reasonably complete its cure within
such period, then, so long as Tenant continues to diligently attempt to cure its
failure,  the thirty (30) day period  shall be  extended  to one hundred  twenty
(120) days,  or such lesser  period as is  reasonably  necessary to complete the
cure.

            (e) One of the following credit defaults occurs:

               (i) Tenant (or any guarantor of Tenant's  obligations  hereunder)
commences  any  proceeding  under any law  relating to  bankruptcy,  insolvency,
reorganization or relief of debts, or seeks appointment of a receiver,  trustee,
custodian or other similar official for the Tenant (or the guarantor) or for any
substantial  part of its property,  or any such proceeding is commenced  against
Tenant (or the guarantor) and either remains  undismissed  for a period of sixty
(60) days or results in the entry of an order for relief  against Tenant (or the
guarantor) which is not fully stayed within seven (7) days after entry;

               (ii) Tenant (or any guarantor of Tenant's obligations  hereunder)
becomes bankrupt, does not generally pay its debts as they become due, or admits
in writing its inability to pay its debts, or makes a general assignment for the
benefit of creditors;

               (iii) Any third party obtains a levy or attachment  under process
of law against Tenant's leasehold interest.

            Tenant  acknowledges and agrees that,  notwithstanding the foregoing
provisions of this Section 12, that any notices required to be given by Landlord
under this  Section 12 shall,  in each case,  be in lieu of, and not in addition
to, any notice  required  under  Section  1161 of the  California  Code of Civil
Procedure,  and shall be deemed to satisfy the requirement,  if any, that notice
be given pursuant to such section.

            12.2  Landlord  Defaults. Landlord shall be in default  hereunder if
                  ------------------
Landlord has not begun and pursued  with  reasonable  diligence  the cure of any
failure of Landlord to meet its  obligations  hereunder  within thirty (30) days
after the  receipt by  Landlord  of written  notice  from  Tenant of the alleged
failure to perform.  In no event shall  Tenant  have the right to  terminate  or
rescind  this  Lease as a result of  Landlord's  default as to any  covenant  or
agreement  contained  in this  Lease.  Tenant  hereby  waives  such  remedies of
termination and rescission and hereby agrees


                                       27
<PAGE>

that  Tenant's  remedies for default  hereunder and for breach of any promise or
inducement  shall  be  limited  to a suit  for  damages  and/or  injunction.  In
addition,  Tenant  hereby  covenants  that,  prior to the  exercise  of any such
remedies,  Tenant will give notice and a reasonable  time to cure any default by
Landlord  to any holder of a mortgage  or deed of trust  encumbering  Landlord's
interest in the Project of which Tenant has been given notice.

            12.3 Force Majeure. Notwithstanding anything contained in this Lease
                 -------------
to the contrary,  neither party shall be in default hereunder to the extent such
party is unable to perform any of its  obligations on account of any prevention,
delay,  stoppage due to strikes,  lockouts,  inclement weather,  labor disputes,
inability to obtain labor,  materials,  fuels, energy or reasonable  substitutes
therefor, governmental restrictions, regulations, controls, actions or inaction,
civil commotion,  fire or other acts of god, national emergency,  acts of war or
terrorism or any other cause of any kind beyond its reasonable  control  (except
financial  inability)  ("Force  Majeure");   provided,   however,  that  nothing
contained in this  Section  12.3 shall  relieve  Tenant from the  obligation  to
timely pay Rent under this Lease,

      13. LANDLORD REMEDIES. UPON ANY EVENT OF DEFAULT BY TENANT, 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:

         13.1  Termination  of Lease.  Landlord may elect by notice to Tenant to
               ---------------------
terminate  this Lease,  in which  event,  Tenant  shall  immediately  vacate the
Premises and deliver possession to Landlord.

         13.2  Civil Code Section 1951.4 Remedy. Even though Tenant has breached
               --------------------------------
this Lease, this Lease shall continue in effect for so long as Landlord does not
terminate  Tenant's  right to  possession,  and  Landlord  shall have all of its
rights and  remedies,  including the right,  pursuant to  California  Civil Code
Section  1951.4,  to recover  all rent as it becomes  due under this  Lease,  if
Tenant  has  the  right  to  sublet  or  assign,   subject  only  to  reasonable
limitations.  Acts of  maintenance  or  preservation  or  efforts  to relet  the
Premises or the appointment of a receiver upon initiative of Landlord to protect
Landlord's  interest  under this Lease shall not  constitute  a  termination  of
Tenant's  right to possession  unless  written notice of termination is given by
Landlord to Tenant.

         13.3  Lease  Termination  Damages. If Landlord elects to terminate this
               ---------------------------
Lease,  then this Lease shall terminate on the date for termination set forth in
such notice. Tenant shall immediately vacate the Premises and deliver possession
to Landlord,  and Landlord may  repossess the Premises and may, at Tenant's sole
cost,  remove  any of  Tenant's  signs  and any of its other  property,  without
relinquishing  its right to receive Rent or any other right against  Tenant.  On
termination, Landlord has the right to recover from Tenant as damages:

            (a) The worth at the time of award of unpaid Rent and other sums due
and payable which had been earned at the time of termination; plus


                                       28
<PAGE>

            (b) The worth at the time of award of the amount by which the unpaid
Rent and  other  sums  due and  payable  which  would  have  been  earned  after
termination  until the time of award  exceeds  the amount of such Rent loss that
Tenant proves could have been reasonably avoided; plus

            (c) The worth at the time of award of the amount by which the unpaid
Rent and other sums due and  payable  for the balance of the Term after the time
of award  exceeds  the  amount of such Rent loss  that  Tenant  proves  could be
reasonably avoided; plus

            (d) Any other amount  necessary to  compensate  Landlord for all the
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, any costs or expenses incurred
by Landlord:  (i) in retaking  possession of the Premises;  (ii) in maintaining,
repairing,    preserving,    restoring,   replacing,   cleaning,   altering   or
rehabilitating  the  Premises or any portion  thereof,  including  such acts for
reletting to a new tenant or tenants; (iii) for leasing commissions; or (iv) for
any other costs necessary or appropriate to relet the Premises; plus

            (e) At Landlord's election,  such other amounts in addition to or in
lieu of the  foregoing as may be permitted  from time to time by the laws of the
State of California.

         The "worth at the time of award" of the amounts referred to in Sections
13.3(a) and 13.3(b) is computed by allowing interest at the Interest Rate on the
unpaid rent and other sums due and payable from the termination date through the
date of award.  The  "worth at the time of award" of the amount  referred  to in
Section  13.3(c) is computed by discounting  such amount at the discount rate of
the Federal  Reserve Bank of San Francisco at the time of award plus one percent
(1%).  Tenant waives  redemption or relief from forfeiture under California Code
of Civil Procedure  Sections 1174 and 1179, or under any other present or future
law, if Tenant is evicted or Landlord takes possession of the Premises by reason
of any Event of Default by Tenant hereunder.

         13.4 Landlord's Remedies  Cumulative.  All of Landlord's remedies under
              -------------------------------
this Lease shall be in addition to all other  remedies  Landlord may have at law
or in equity, including,  without limitation, the remedy described in California
Civil Code Section 1951.4 (pursuant to which Landlord may continue this Lease in
effect after Tenant's  breach and abandonment and recover rent as it becomes due
if Tenant  has the right to sublet or assign the  Lease,  subject to  reasonable
limitations). Waiver by Landlord of any breach of any obligation by Tenant shall
be effective  only if it is in writing,  and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation. The possession of
Tenant's funds, negotiation of Tenant's negotiable instruments, or acceptance of
Tenant's  payment by Landlord or its agents shall not constitute a waiver of any
breach by Tenant, and if such possession, negotiation or acceptance occurs after
Landlord's  notice to Tenant,  or termination of this Lease or of Tenant's right
to possession, such possession,  negotiation or acceptance shall not affect such
notice or termination. Acceptance of payment by Landlord after commencement of a
legal proceeding or final judgment shall not affect such proceeding or judgment.
Landlord  may  advance  such  monies and take such other  actions  for  Tenant's
account as reasonably may be required to cure or


                                       29
<PAGE>

mitigate any default by Tenant.  Tenant shall immediately reimburse Landlord for
any such  advance,  and such sums shall bear interest at the Interest Rate until
paid.

         13.5  WAIVER OF TRIAL BY JURY. TO THE EXTENT  PERMITTED  BY  APPLICABLE
               -----------------------
LAW,  EACH PARTY WAIVES TRIAL BY JURY IF ANY LEGAL  PROCEEDING IS BROUGHT BY THE
OTHER IN CONNECTION  WITH THIS LEASE.  EACH PARTY SHALL BRING ANY ACTION AGAINST
THE OTHER IN  CONNECTION  WITH THIS LEASE IN A FEDERAL OR STATE COURT LOCATED IN
CALIFORNIA, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO
HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE
OR  INCONVENIENT  FORUM.  THE  PROVISIONS OF THIS SECTION 13.5 SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.

      14.  SURRENDER.  Upon the expiration or earlier  termination of this Lease
           ---------
for any reason, Tenant shall surrender the Premises to Landlord in its condition
existing as of the date Landlord delivers  possession of the Premises to Tenant,
normal  wear and tear and damage by fire or other  casualty  excepted,  with all
interior  walls  repaired  and  repainted  if marked  or  damaged,  all  carpets
shampooed and cleaned,  all broken,  marred or nonconforming  acoustical ceiling
tiles  replaced,  all windows  washed,  the plumbing and electrical  systems and
lighting in good order and repair,  including  replacement  of any burned out or
broken light bulbs or ballasts,  the HVAC  equipment  serviced and repaired by a
reputable  and licensed  service  firm  acceptable  to Landlord,  and all floors
cleaned and waxed, all to the reasonable satisfaction of Landlord.  Tenant shall
remove  from the  Premises  and the  Project  all of  Tenant's  trade  fixtures,
furniture,  moveable equipment and other personal property,  and any Alterations
which Landlord  elects to be removed  pursuant to Section 5.3, and shall restore
the Premises to its condition prior to their  installation,  including,  without
limitation, repairing all damage caused by the installation or removal of any of
the foregoing items. If Tenant does not timely remove such property, then Tenant
shall be  conclusively  presumed to have, at Landlord's  election:  (a) conveyed
such property to Landlord  without  compensation or (b) abandoned such property,
and  Landlord may dispose of or store any part thereof in any manner at Tenant's
sole cost,  without waiving  Landlord's  right to claim from Tenant all expenses
arising out of Tenant's failure to remove the property, and without liability to
Tenant or any other  person.  Landlord  shall have no duty to be a bailee of any
such personal property.  If Landlord elects to consider such property abandoned,
Tenant  shall be liable to  Landlord  for the costs of: (i)  removal of any such
Alterations or personal property, (ii) storage, transportation,  and disposition
of the same,  and (iii) repair and  restoration  of the Premises,  together with
interest thereon at the Interest Rate from the date of expenditure by Landlord.

      15.  HOLDOVER.  Tenant shall have no right to holdover  possession  of the
           --------
Premises after the  expiration or  termination of this Lease without  Landlord's
prior  written  consent  which  Landlord  may  withhold in its sole and absolute
discretion.  If, however,  Tenant retains possession of any part of the Premises
after the Term,  Tenant shall become a tenant at sufferance only, for the entire
Premises  upon all of the  terms of this  Lease as might be  applicable  to such
tenancy,  except that Tenant  shall pay Base Rent at one hundred  fifty  percent
(150%) of the rate in effect  immediately prior to such holdover (without regard
to any  abatements of Rent on account of casualty or  otherwise),  computed on a
monthly  basis for each full or partial  month  Tenant  remains  in  possession.
Tenant shall also protect, defend, indemnify and hold Landlord


                                       30
<PAGE>

harmless from and against all Claims  resulting  from such  failure,  including,
without  limiting  the  generality  of the  foregoing,  any  claims  made by any
succeeding tenant founded upon such failure to surrender and any lost profits to
Landlord  resulting  therefrom.  No  acceptance  of Rent or  other  payments  by
Landlord under these holdover provisions shall operate as a waiver of Landlord's
right to regain possession or any other of Landlord's remedies.

      16. SUBORDINATION TO GROUND LEASES AND MORTGAGES.
          --------------------------------------------

         16.1  Subordination.  Subject to the  provisions of Section 16.6 below,
               -------------
this  Lease  shall be  subordinate  to any  present  or future  ground  lease or
mortgage  respecting  the Project,  and any  amendments  to such ground lease or
mortgage,  at the  election  of the  ground  lessor or  mortgagee  (a  "Security
                                                                        --------
Holder"),  as the case may be,  effected  by  notice  to  Tenant  in the  manner
------
provided in this Lease. The  subordination  shall be effective upon such notice,
but at the request of Landlord or such Security Holder,  Tenant shall within ten
(10) days after the  request,  execute and deliver to the  requesting  party any
reasonable  documents provided to evidence the subordination.  Any mortgagee has
the right, at its sole option,  to subordinate its mortgage to the terms of this
Lease, without notice to, nor the consent of, Tenant.

         16.2  Termination of Ground Lease or  Foreclosure  of Mortgage.  If any
               --------------------------------------------------------
ground lease is terminated or mortgage foreclosed or deed in lieu of foreclosure
given and the Security  Holder or purchaser at a foreclosure  sale shall thereby
become the owner of the Project,  Tenant shall attorn to such Security Holder or
purchaser  without  any  deduction  or setoff by Tenant,  and this  Lease  shall
continue in effect as a direct lease between Tenant and such Security  Holder or
purchaser.  The Security  Holder or purchaser  shall be liable as Landlord  only
during the time such  Security  Holder or purchaser is the owner of the Project.
At the request of Landlord or any  Security  Holder,  Tenant  shall  execute and
deliver  within ten (10) days after the request any  document  furnished  by the
requesting party to evidence Tenant's agreement to attorn.

         16.3 Security Deposit. Any Security Holder shall be responsible for the
              ----------------
return  of any  security  deposit  by Tenant  only to the  extent  the  security
deposit, if any, is received by such Security Holder.

         16.4  Notice  and Right to Cure.  The  Project is subject to any ground
               -------------------------
lease and mortgage  identified  with the name and address of the Security Holder
in  Exhibit  F to this  Lease (as the same may be  amended  from time to time by
written notice to Tenant). Tenant agrees to send by registered or certified mail
to any Security Holder identified in a notice from Landlord to Tenant, a copy of
any notice of default sent by Tenant to Landlord. If Landlord fails to cure such
default  within the  required  time period  under this Lease,  but any  Security
Holder  begins to cure  within  ten (10) days after  such  period  and  proceeds
diligently  to complete  such cure,  then such  Security  Holder shall have such
additional  time as is  necessary  to  complete  such cure,  including  any time
necessary to obtain  possession if  possession is necessary to cure,  and Tenant
shall not begin to enforce its remedies so long as the cure is being  diligently
pursued.

         16.5  Definitions. As used in this Section 16, "mortgage" shall include
               -----------
"trust  deed"  and  "deed  of  trust";   "mortgagee"  shall  include  "trustee",
"beneficiary"  and the  mortgagee  of any ground  lessee;  and "ground  lessor",
"mortgagee",  and "purchaser at a foreclosure sale" shall include, in each case,
all of its successors and assigns, however remote.


                                       31
<PAGE>

         16.6  Non-Disturbance  Agreement. With respect to any present or future
               --------------------------
ground  lease or  mortgage to which this Lease  shall be  subordinate,  Landlord
shall, as a condition to such  subordination,  obtain from the Security  Holder,
for the benefit of Tenant, a non-disturbance agreement, in the customary form of
such  Security  Holder,  that (i) except to the extent  necessary to protect the
Security Holder in the event of circumstances in which its security is impaired,
will not effect an amendment to this Lease which materially  increases  Tenant's
obligations  or  materially  diminishes  Tenant's  rights  hereunder,  and  (ii)
provides  generally  that as long as Tenant is not in default  under this Lease,
this Lease will not be terminated if such Security  Holder acquires title to the
Project by reason of  foreclosure  proceedings,  acceptance of a deed in lieu of
foreclosure, or termination of the leasehold interest of Landlord, provided that
Tenant  attorns to such  Security  Holder in  accordance  with its  commercially
reasonable  requirements.  Tenant shall bear all costs and  expenses  (including
attorneys'  fees) in connection with a  non-disturbance  agreement  described in
this Section.

      17. ASSIGNMENT AND SUBLEASE.
          -----------------------

         17.1  In General. Tenant shall not,  without  Landlord's  prior written
               ----------
consent,  in each  case:  (a) make or  allow  any  assignment  or  transfer,  by
operation of law or otherwise,  of any part of Tenant's  interest in this Lease,
(b) sublet any part of the Premises,  or (c) permit anyone other than Tenant and
its  employees  to occupy any part of the  Premises  (all of the  foregoing  are
hereinafter sometimes referred to individually as a "Transfer", and collectively
                                                     --------
as "Transfers",  any person to whom any Transfer is made or sought to be made is
    ---------
hereinafter sometimes referred to as a "Transferee",  and any person by whom any
                                        ----------
Transfer is made or sought to be made is hereinafter  sometimes referred to as a
"Transferor").  Tenant shall remain  primarily liable for all of its obligations
 ----------
under this Lease,  notwithstanding any Transfer.  No consent granted by Landlord
shall be deemed to be a consent to any subsequent Transfer. Tenant shall pay all
of Landlord's attorneys' fees and other expenses incurred in connection with any
consent  requested  by Tenant  or in  considering  any  proposed  Transfer.  Any
Transfer without Landlord's prior written consent shall be void. If Tenant shall
assign this Lease or sublet or otherwise  Transfer the Premises,  or any portion
thereof to any party other than a Permitted  Transferee (as defined below),  any
rights of Tenant to renew this Lease, to extend the Term or to lease  additional
space in the Project shall be  extinguished  thereby and will not be transferred
to the Transferee, all such rights being personal to the Tenant named herein. In
addition,  Tenant shall not, without  Landlord's  prior written  consent,  which
Landlord may withhold in its reasonable discretion, mortgage, pledge or encumber
this Lease, the term or estate hereby granted or any interest hereunder.

         17.2  Landlord's  Consent. Landlord will not unreasonably  withhold its
               -------------------
consent  to any  proposed  Transfer.  It shall be  reasonable  for  Landlord  to
withhold  its consent to any  Transfer if (a) an Event of Default  exists  under
this  Lease,  (b) the  proposed  Transferee  is a tenant  in the  Project  or an
affiliate  of such a  tenant  or a  party  that  Landlord  has  identified  as a
prospective tenant in the Project, (c) the financial  responsibility,  nature of
business,  and  character  of the  proposed  Transferee  are not all  reasonably
satisfactory to Landlord, (d) in the reasonable judgment of Landlord the purpose
for which the Transferee  intends to use the Premises (or a portion  thereof) is
not in keeping with Landlord's standards for the Building or are in violation of
the terms of this Lease or any other leases in the Project,  or (e) the proposed
Transferee is a


                                       32
<PAGE>

government  entity,  The foregoing shall not exclude any other  reasonable basis
for Landlord to withhold its consent.

         17.3  Procedure. Tenant shall notify Landlord of any proposed  Transfer
               ---------
at least thirty (30) days prior to its proposed effective date. The notice shall
include  the  name  and  address  of  the  proposed  Transferee,  its  corporate
affiliates  in the  case of a  corporation  and its  partners  in the  case of a
partnership, a description of the portion of the Premises that is subject to the
Transfer (the "Transfer  Premises"),  a calculation of the Transfer  Premium (as
               ------------------
defined in Section  17.5 below)  payable in  connection  with the  Transfer,  an
executed copy of the proposed Transfer agreement,  and sufficient information to
permit Landlord to determine the financial  responsibility  and character of the
proposed Transferee  (including,  without limitation,  the most recent financial
statements for the proposed Transferee).  As a condition to the effectiveness of
any  assignment  of this  Lease,  the  assignee  shall  execute  and  deliver to
Landlord,  prior  to the  effective  date  of the  assignment,  a  consent  form
satisfactory to Landlord providing for, among other things, an assumption of all
of  the  obligations  of  Tenant  under  this  Lease.  As  a  condition  to  the
effectiveness  of any other  Transfer,  Transferee  shall execute and deliver to
Landlord,  prior  to the  effective  date  of  such  Transfer,  a  consent  form
satisfactory to Landlord,  providing,  among other things,  (a) the Transferee's
obligation to indemnify  Landlord and the other Landlord Parties consistent with
Tenant's  indemnification   obligations  in  Section  8.2  above,  and  (b)  the
Transferee's  agreement that any such Transfer shall be subordinate  and subject
to the  provisions of this Lease,  and if this Lease shall be terminated  during
the term of any such Transfer,  Landlord shall have the right to: (i) treat such
Transfer as cancelled and  repossess the Transfer  Premises by any lawful means,
or (ii)  require that the  Transferee  attorn to and  recognize  Landlord as its
landlord  under any such  Transfer.  If Tenant  shall  default  and fail to cure
within the time  permitted for cure under  Section 12 above,  Landlord is hereby
irrevocably  authorized,  as Tenant's agent and attorney-in-fact,  to direct any
Transferee  to make all  payments  under  or in  connection  with  the  Transfer
directly to Landlord  (which Landlord shall apply towards  Tenant's  obligations
under this Lease) until such default is cured.

         17.4 Change of Management or Ownership. Any direct or indirect transfer
              ---------------------------------
of 50% or more of the ownership interest in Tenant (a "Change of Control") shall
                                                       -----------------
constitute an assignment  of this Lease,  provided that the foregoing  shall not
apply so long as Tenant's  stock is publicly held and traded  through a national
stock exchange or NASDAQ.

         17.5  Permitted Transfers. Notwithstanding  anything to the contrary in
               -------------------
this Section 17, if an Event of Default  does not then exist,  Tenant may assign
this  Lease or sublet  any  portion of the  Premises  (hereinafter  collectively
referred to as a "Permitted  Transfer") to (a) a parent or subsidiary of Tenant,
                  -------------------
or an entity under  common  control with  Tenant,  (b) any  successor  entity to
Tenant  by  way of  merger,  consolidation  or  other  non-bankruptcy  corporate
reorganization,  or (c) an entity  which  acquires all or  substantially  all of
Tenant's  assets  or  stock   (collectively,   "Permitted   Transferees",   and,
                                                -----------------------
individually,  a  "Permitted  Transferee"),  and  Tenant  may engage in a deemed
                   ---------------------
assignment of this Lease by means of a Change of Control as set forth in Section
17.4  above;  provided  that (i) at least ten (10)  business  days  prior to the
Transfer,  Tenant notifies Landlord of such Transfer, and supplies Landlord with
any documents or  information  reasonably  requested by Landlord  regarding such
Transfer or Permitted Transferee,  including,  but not limited to, copies of the
sublease or instrument of assignment and copies of documents establishing to the
reasonable  satisfaction  of Landlord  that the  transaction  in question


                                       33
<PAGE>

is one permitted under this Section 17.5, (ii) except in the case of a Change of
Control or if such  assumption  occurs by  operation  of law,  Tenant  furnishes
Landlord, at least ten (10) business days prior to the Transfer,  with a written
document executed by the proposed Permitted  Transferee in which, in the case of
an assignment,  such entity assumes all of Tenant's obligations under this Lease
with  respect to the  Transfer  Premises,  and, in the case of a sublease,  such
entity agrees to sublease the Transfer Premises subject to this Lease,  (iii) in
the case of a Transfer  pursuant to clause (b) above,  the successor entity must
have a net worth  (computed in accordance  with  generally  accepted  accounting
principles,  except that intangible assets such as goodwill, patents, copyrights
and trademarks,  as well as any acquisition-related  reserves, shall be excluded
in the  calculation  ("Net Worth")) at the time of the Transfer that is at least
                       ---------
equal to the Net Worth of Tenant  immediately  prior to such Transfer,  and (iv)
any such proposed  Transfer is made for a good faith operating  business purpose
and not,  whether in a single  transaction  or in a series of  transactions,  be
entered into as a subterfuge to evade the obligations and restrictions  relating
to Transfers set forth in this Section 17.

         17.6 Transfer Premium.
              ----------------

            (a) If Landlord consents to a Transfer, as a condition thereto which
the parties hereby agree is  reasonable,  Landlord shall be entitled to receive,
as  Additional  Rent  hereunder,  fifty  percent  (50%) of any Transfer  Premium
derived from such Transfer.  As used herein,  the term "Transfer  Premium" means
                                                        -----------------
(i) (A) in the case of an  assignment,  any  consideration  (including,  without
limitation,  payment for leasehold improvements) paid by the assignee on account
of  such  assignment,  and (B) in the  case of any  other  Transfer,  all  rent,
additional rent or other  consideration paid by the Transferee to the Transferor
pursuant to such Transfer in excess of the base rent and additional rent payable
by such Transferor during the term of the Transfer on a per rentable square foot
basis minus (ii) any brokerage  commissions (not to exceed commissions typically
paid in the market at the time of such  subletting or assignment) and reasonable
attorneys'   fees  paid  by   Transferor   in   connection   with  the  Transfer
(collectively, "Recoverable Expenses"), unless the deduction of such Recoverable
                --------------------
Expenses is waived by Transferor pursuant to Section 17.6(b) below. For purposes
of  calculating  the  Transfer  Premium  in  connection  with  a  sublease,  the
Recoverable Expenses shall be deducted, on an amortized basis, without interest,
over the term of the  sublease.  Payment of the portion of the Transfer  Premium
due Landlord hereunder shall be a joint and several obligation of Tenant and the
Transferee,  and shall be made to  Landlord  as  follows:  (1) in the case of an
assignment,  the Transferor shall pay the portion of the Transfer Premium due to
Landlord  within ten (10) days after the Transferor  receives the  consideration
described in clause (i)(A) above; and (2) in the case of any other Transfer,  on
the first day of each month  during  the term of the  Transfer,  the  Transferee
shall pay directly to Landlord  fifty  percent  (50%) of the amount by which the
rent,  additional rent or other  consideration  due from the Transferee for such
month exceeds (x) the base rent and  additional  rent payable by the  applicable
Transferor for said month which is allocable to the Transfer Premises,  plus (y)
the amortized  amount of Recoverable  Expenses  allocated to such month,  unless
such Recoverable  Expenses are waived by Transferor pursuant to Section 17.6(b).
This Section 17.6 shall not apply to a Transfer to a Permitted Transferee.

            (b) Within  sixty (60) days after  request by  Landlord,  Transferor
shall provide Landlord a written  statement,  together with reasonably  detailed
invoices  therefor,  certifying  the total  amount of  Recoverable  Expenses  in
connection with any Transfer and


                                       34
<PAGE>

Tenant's  calculation of the Transfer  Premium.  If Transferor  fails to provide
such  statement  and  invoices  to  Landlord  within the sixty (60) day  period,
Transferor shall be deemed to have waived the deduction of Recoverable  Expenses
in determining the Transfer Premium. Landlord or its authorized  representatives
shall have the right at all  reasonable  times to audit the books,  records  and
papers of Tenant,  and any other Transferor,  relating to a Transfer,  and shall
have the right to make copies thereof.  If the Transfer  Premium  respecting any
Transfer shall be found to be  understated,  Tenant shall,  within ten (10) days
after demand,  pay the deficiency;  and, if understated by more than two percent
(2%), Tenant shall pay Landlord's costs of such audit.

         17.7 Recapture. In the case of a proposed assignment of this Lease or a
              ---------
proposed  sublease of all of the Premises for substantially the remainder of the
Term  (i.e.,  less  than  six  (6)  months  remain  at the  end of the  proposed
sublease),  in  either  case to any party  other  than a  Permitted  Transferee,
Landlord  may  terminate  this  Lease  by  giving  Tenant  written  notice  (the
"Recapture  Notice")  within  thirty (30) days after  Landlord's  receipt of the
 -----------------
proposed fully executed  Transfer  agreement  submitted by Tenant for Landlord's
consent.  Such  termination  shall be effective as of the  termination  date set
forth in Landlord's Recapture Notice, and all obligations of Landlord and Tenant
under this Lease shall  expire as of such  termination  date,  except those that
expressly survive any termination of this Lease.

         17.8 Tenant Remedies.  Notwithstanding anything to the contrary in this
              ---------------
Lease, if Tenant claims that Landlord has  unreasonably  withheld or delayed its
consent  under this Section 17 or otherwise  has breached or acted  unreasonably
under this Section 17, Tenant's sole remedy shall be declaratory judgment and an
injunction for the relief sought or damages,  and Tenant hereby waives all other
remedies,  including,  without  limitation,  any right provided under California
Civil Code Section 1995.310 or other applicable laws to terminate this Lease..

      18.  CONVEYANCE  BY LANDLORD.  If Landlord  shall at any time transfer its
           -----------------------
interest  in the  Project or this Lease,  Landlord  shall be  released  from any
obligations  occurring  after such transfer,  except the obligation to return to
Tenant any security  deposit not delivered to its  transferee,  and Tenant shall
look solely to Landlord's  successors for performance of such obligations.  This
Lease shall not be affected by any such transfer.

      19.  ESTOPPEL  CERTIFICATE.  Each party shall,  within ten (10) days after
           ---------------------
receiving a request from the other party,  execute,  acknowledge  in  recordable
form,  and deliver to the other  party or its  designee a  certificate  stating,
subject to a specific statement of any applicable exceptions, that this Lease as
amended  to date is in full force and  effect,  that  Tenant is paying  Rent and
other charges on a current  basis,  and that to the best of the knowledge of the
certifying  party,  the other party has committed no uncured defaults and has no
offsets or claims.  The certifying  party may also be required to state the date
of commencement of payment of Rent, the Commencement Date, the Termination Date,
the Base  Rent,  the  current  Operating  Cost  Share  Rent and Tax  Share  Rent
estimates,  the status of any improvements required to be completed by Landlord,
the amount of any security deposit,  and such other matters as may be reasonably
requested. Tenant's failure to execute or deliver an estoppel certificate in the
required  time period  shall  constitute  an  acknowledgment  by Tenant that the
statements  included in the estoppel  certificate are true and correct,  without
exception.


                                       35
<PAGE>

      20.  SECURITY  DEPOSIT.  Tenant shall  deposit  with  Landlord on the date
           -----------------
Tenant  executes and delivers  this Lease the cash sum set forth in the Schedule
for the  Security  Deposit.  The Security  Deposit  shall be held by Landlord as
security for the faithful  performance by Tenant of all of its obligations under
this Lease.

         20.1  Application  of Security  Deposit.  Tenant agrees that, if Tenant
               ---------------------------------
fails to pay any Rent,  or otherwise  defaults  with respect to any provision of
this Lease,  Landlord may (but shall not be obligated to), and without prejudice
to any other  remedy  available  to  Landlord,  use,  apply or retain all or any
portion of the  Security  Deposit  for the payment of any Rent in default or for
the payment of any other sum to which Landlord may become obligated by reason of
Tenant's  default,  or to  compensate  Landlord  for any  loss or  damage  which
Landlord may suffer thereby, including, without limitation,  prospective damages
and damages  recoverable  pursuant to California  Civil Code Section 1951.2.  If
Landlord uses or applies all or any portion of the Security  Deposit as provided
above, Tenant shall,  within three (3) days after demand therefor,  deposit cash
with  Landlord in an amount  sufficient  to restore the Security  Deposit to the
full amount thereof,  and Tenant's failure to do so shall, at Landlord's option,
be an Event of Default under this Lease with no  opportunity  to cure. If Tenant
performs all of Tenant's obligations hereunder, the Security Deposit, or so much
thereof as has not  theretofore  been applied by Landlord,  shall be returned to
Tenant (or, at  Landlord's  option,  to the last  assignee,  if any, of Tenant's
interest  hereunder) within thirty (30) days following the later to occur of (a)
the expiration of the Term of this Lease or (b) Tenant's  vacation and surrender
of the Premises in accordance with the requirements of this Lease. Tenant waives
the  provisions  of  California  Civil Code  Section  1950.7,  or any similar or
successor  laws now or hereinafter  in effect,  that restrict  Landlord's use or
application of the Deposit,  or that provide specific time periods for return of
the Deposit.  Landlord shall not be deemed to hold the Security Deposit in trust
nor be required to keep the Security  Deposit  separate from its general  funds,
and Tenant shall not be entitled to any interest on the  Security  Deposit.  The
Security  Deposit  shall not be  construed  as an  advance  payment  of Rent nor
liquidated  damages,  and if  Landlord's  claims  hereunder  exceed the Security
Deposit, Tenant shall remain liable for the balance of such claims.

         20.2  Transfer of Security Deposit. If Landlord  transfers its interest
               ----------------------------
in the Project or this Lease,  Landlord shall  transfer the Security  Deposit to
its transferee. Upon such transfer, Landlord shall have no further obligation to
return the Security  Deposit to Tenant,  and Tenant's right to the return of the
Security Deposit shall apply solely against Landlord's transferee.

      21. Intentionally omitted.
          ---------------------

      22. NOTICES. All notices,  consents,  approvals and similar communications
          -------
to be given by one  party  to the  other  under  this  Lease,  shall be given in
writing, mailed or personally delivered as follows:


                                       36
<PAGE>

      22.1 Landlord. To Landlord as follows:
           --------

           CarrAmerica Realty Operating Partnership, L.P.
           1810 Gateway Drive, Suite 150
           San Mateo, CA 94404
           Attn: Market Officer

           with a copy to:

           CarrAmerica Realty Operating Partnership, L.P.
           1850 K Street, N.W., Suite 500
           Washington, D.C. 20006
           Attn: Lease Administration

      or to such other person at such other address as Landlord may designate by
notice to Tenant.

      22.2 Tenant. To Tenant as follows:
           ------

           Before the Commencement Date:

           Proxim Corporation
           935 Stewart Drive
           Sunnyvale, CA 94085
           Attn: Chief Financial Officer

           And

           Attn:  General Counsel



           After the Commencement Date:

           Proxim Corporation
           2115 O'Nel Drive
           San Jose, CA 95131
           Attn: Chief Financial Officer

           And Attn:  General Counsel

      or to such other person at such other  address as Tenant may  designate by
notice to Landlord.

      Mailed  notices  shall be sent by United  States  certified or  registered
mail, or by a reputable  national  overnight  courier service,  postage prepaid.
Mailed  notices  shall be  deemed to have been  given on the  earlier  of actual
delivery or three (3) business  days after  posting in the


                                       37
<PAGE>

United  States mail in the case of  registered  or certified  mail,  and one (1)
business day in the case of overnight courier.

      23.  QUIET  POSSESSION.  So  long  as  Tenant  shall  perform  all  of its
           -----------------
obligations  under this Lease,  Tenant shall enjoy peaceful and quiet possession
of the Premises against any party claiming through the Landlord,  subject to all
of the terms of this Lease.

      24. REAL ESTATE BROKERS. Tenant represents to Landlord that Tenant has not
          -------------------
dealt with any real  estate  broker  with  respect to this Lease  except for any
broker(s) listed in the Schedule,  and no other broker is in any way entitled to
any broker's fee or other  payment in connection  with this Lease.  Tenant shall
indemnify  and defend  Landlord  against any Claims by any other broker or third
party for any payment of any kind in connection with this Lease.

      25. MISCELLANEOUS.
          -------------

         25.1  Successors  and  Assigns.  Subject  to  the  limits  on  Tenant's
               ------------------------
assignment  contained  in Section  17,  the  provisions  of this Lease  shall be
binding upon and inure to the benefit of all  successors and assigns of Landlord
and Tenant.

         25.2  Date  Payments  Are Due. Except for payments to be made by Tenant
               -----------------------
under this Lease which are due upon  demand or are due in advance  (such as Base
Rent), and except as otherwise  expressly  provided in this Lease,  Tenant shall
pay to Landlord  any amount for which  Landlord  renders a statement  of account
within thirty (30) days after  Tenant's  receipt of Landlord's  statement.  25.3
Meaning  of  "Landlord",  "Re-Entry",  "including"  and  "Affiliate".  The  term
"Landlord" means only the owner of the Project and the lessor's interest in this
Lease from time to time. The words  "re-entry" and "re-enter" are not restricted
to their technical legal meaning.  The words "including" and similar words shall
mean "without  limitation." The word  "affiliate"  shall mean a person or entity
controlling,  controlled by or under common control with the applicable  entity.
"Control" shall mean the power directly or indirectly, by contract or otherwise,
to direct the management and policies of the applicable entity.

         25.4  Time of the Essence. Time is of the essence of each  provision of
               -------------------
this Lease.

         25.5  No Option. The  submission  of this Lease to Tenant for review or
               ---------
execution  does not create an option or  constitute  an offer to Tenant to lease
the Premises on the terms and  conditions  contained  herein or a reservation of
the  Premises  in favor of  Tenant,  and this Lease  shall not become  effective
unless and until it has been executed and delivered by both Landlord and Tenant.

         25.6  Severability.  If any provision of this Lease is determined to be
               ------------
invalid,  illegal or unenforceable,  then such provision will be enforced to the
maximum extent possible and the other provisions will remain fully effective and
enforceable.

         25.7 Governing Law. This Lease shall be governed in all respects by the
              -------------
laws of the  state in which  the  Project  is  located,  without  regard  to the
principles of conflicts of laws.


                                       38
<PAGE>

         25.8  Lease Modification. Tenant agrees to modify this Lease in any way
               ------------------
requested  by a mortgagee  which does not cause  increased  expense to Tenant or
otherwise materially adversely affect Tenant's interests under this Lease.

         25.9 No Oral  Modification.  No  modification  of this  Lease  shall be
              ---------------------
effective unless it is a written modification signed by both parties.

         25.10  Landlord's  Right to  Cure.  If  Tenant  fails  to  perform  any
                --------------------------
obligations  under this Lease,  Landlord  may cure any such  failure on Tenant's
behalf and any  expenses  incurred  shall  constitute  Additional  Rent due from
Tenant on demand by Landlord.

         25.11 Captions. The captions used in this Lease shall have no effect on
               --------
the construction of this Lease.

         25.12  Authority. Landlord and Tenant each represents to the other that
                ---------
it has full power and authority to execute and perform this Lease.

         25.13  Landlord's  Enforcement of Remedies. Landlord may enforce any of
                -----------------------------------
its remedies under this Lease either in its own name or through an agent.

         25.14  Entire  Agreement.  This  Lease,  together  with  all  Exhibits,
                -----------------
constitutes the entire  agreement  between the parties.  No  representations  or
agreements of any kind have been made by either party which are not contained in
this Lease.

         25.15  Landlord's  Title. Landlord's title shall always be paramount to
                -----------------
the  interest of Tenant,  and nothing in this Lease shall  empower  Tenant to do
anything which might in any way impair Landlord's title.

         25.16  Light and Air Rights. Landlord  does not grant in this Lease any
                --------------------
rights to light and air in connection with Project. Landlord reserves to itself,
the  Project,  the  Building  below  the  improved  floor  of each  floor of the
Premises,  the  Building  above the ceiling of each floor of the  Premises,  the
exterior of the Premises and the areas on the same floor  outside the  Premises,
along with the areas  within the  Premises  required  for the  installation  and
repair of utility  lines and other items  required to serve other tenants of the
Building.

         25.17  Singular  and  Plural;  Joint and  Several  Liability.  Wherever
                ---------------------
appropriate in this Lease, a singular term shall be construed to mean the plural
where necessary, and a plural term the singular. For example, if at any time two
parties shall constitute  Landlord or Tenant, then the relevant term shall refer
to both  parties  together.  If more than one  individual  or  entity  comprises
Tenant,  the  obligations  imposed on each  individual or entity that  comprises
Tenant under this Lease shall be joint and several.

         25.18  No  Recording  by Tenant. Tenant  shall not record in any public
                ------------------------
records any memorandum or any portion of this Lease.

         25.19  Exclusivity. Landlord does not grant to Tenant in this Lease any
                -----------
exclusive right except the right to occupy the Premises.


                                       39
<PAGE>

         25.20 No Construction  Against Drafting Party. The rule of construction
               ---------------------------------------
that ambiguities are resolved against the drafting party shall not apply to this
Lease.

         25.21  Survival. The waivers of claims or rights,  the releases and the
                --------
obligations  of  Landlord  and Tenant  under this Lease to  indemnify,  protect,
defend and hold  harmless  the other  shall  survive the  expiration  or earlier
termination of this Lease,  and so shall all other  obligations or agreements of
Landlord or Tenant  hereunder  which by their terms  survive the  expiration  or
earlier termination of this Lease.

         25.22  Rent Not Based on Income. No Rent or other payment in respect of
                ------------------------
the  Premises  shall be based in any way upon net  income  or  profits  from the
Premises.  Tenant may not enter into or permit any  sublease or license or other
agreement in connection  with the Premises  which provides for a rental or other
payment based on net income or profit.

         25.23  Building Manager and Service Providers. Landlord may perform any
                --------------------------------------
of its obligations under this Lease through its employees or third parties hired
by the Landlord.

         25.24  Late Charge and Interest on Late Payments. Without  limiting the
                -----------------------------------------
provisions of Section 12.1,  if Tenant fails to pay any  installment  of Rent or
other  charge  to be paid by  Tenant  pursuant  to this  Lease  within  five (5)
business  days after the same becomes due and  payable,  then Tenant shall pay a
late  charge  equal to the  greater of five  percent  (5%) of the amount of such
payment or $250.  In addition,  interest  shall be paid by Tenant to Landlord on
any late  payments of Rent from the date due until paid at the rate  provided in
Section 2.4(b).  Such late charge and interest shall constitute  Additional Rent
due and payable by Tenant to Landlord upon the date of payment of the delinquent
payment referenced above.

         25.25  Tenant's  Financial  Statements.  Within  ten  (10)  days  after
                -------------------------------
Landlord's written request therefor (which may be made only in connection with a
default by Tenant or a bona fide sale,  financing or other  similar  transaction
involving  the Project),  Tenant shall  deliver to Landlord the current  audited
annual  and  quarterly  financial  statements  of  Tenant,  and  annual  audited
financial  statements of the two (2) years prior to the current year's financial
statements,  all  prepared in  accordance  with  generally  accepted  accounting
principles  consistently applied. Such statements shall be certified by Tenant's
chief financial officer;  provided,  however, that Tenant shall submit financial
statements that are audited by a certified public  accountant if such statements
are available.  Notwithstanding the foregoing, (a) as long as Tenant's financial
statements  are  readily  available  over the  Internet  or  otherwise  publicly
available,  Tenant shall not be obligated to deliver them to Landlord hereunder,
and (b) as long as Tenant's stock is publicly held and traded, Tenant shall only
be required to deliver to Landlord publicly available statements. Landlord shall
exercise  commercially  reasonable efforts to keep all such financial statements
confidential,  provided  that  Landlord  may  disclose  the same to  existing or
prospective lenders, investors, partners, purchasers or other persons reasonably
having a need to review such financial statements.

         25.26   Attorneys'  Fees.  In  any   arbitration,   quasi-judicial   or
                 ----------------
administrative proceedings or any action in any court of competent jurisdiction,
brought by either party to enforce any covenant or any of such party's rights or
remedies under this Lease,  including any action for declaratory  relief, or any
action to collect  any  payments  required  under  this Lease or to


                                       40
<PAGE>

quiet title against the other party,  the prevailing  party shall be entitled to
reasonable  attorneys'  fees  and  all  costs,  expenses  and  disbursements  in
connection  with such action,  including the costs of reasonable  investigation,
preparation and professional or expert consultation,  which sums may be included
in any  judgment  or decree  entered in such  action in favor of the  prevailing
party.  In  addition,  Tenant  shall pay the  attorneys'  fees and  other  costs
Landlord  incurs in enforcing  this Lease where an action or  proceeding  is not
brought.

         25.27  Other  Improvements.  If  portions  of the  Project or  property
                -------------------
adjacent to the Project (collectively, the "Other Improvements") are owned by an
                                            ------------------
entity other than  Landlord,  then, so long as Tenant's  rights under this Lease
(including,  without  limitation,  Tenant's use and occupancy of, and access to,
the  Premises,  parking  areas,  and/or  Project) are not  materially  impaired,
impeded, or otherwise  materially and adversely  affected,  or Tenant's costs or
expenses payable under this Lease materially increased, Landlord, at its option,
may  enter  into an  agreement  with the  owner or  owners  of any of the  Other
Improvements  to  provide  (a) for  reciprocal  rights  of  access,  use  and/or
enjoyment  of the  Project  and the  Other  Improvements,  (b)  for  the  common
management,  operation,  maintenance,  improvement  and/or  repair of all or any
portion of the Project and all or any portion of the Other Improvements, (c) for
the  allocation  of a  portion  of  Operating  Costs  and  Taxes  to  the  Other
Improvements and the allocation of a portion of the operating expenses and taxes
for the Other Improvements to the Project, (d) for the use or improvement of the
Other  Improvements  and/or the  Project  in  connection  with the  improvement,
construction,  and/or excavation of the Other  Improvements  and/or the Project,
and (e) for any other matter which  Landlord  deems  appropriate  or  necessary.
Nothing  contained  herein  shall be deemed or  construed  to limit or otherwise
affect  Landlord's  right to sell all or any portion of the Project or any other
of Landlord's rights described in this Lease.

         25.28  Security. Landlord shall be the sole determinant of the type and
                --------
amount of  security  services  to be  provided  to the  Project,  if any. In all
events,  Landlord  shall not be liable to Tenant,  and Tenant  hereby waives any
claim against  Landlord,  for (a) any  unauthorized  or criminal  entry of third
parties  into the  Premises,  the  Building  or the  Project,  (b) any damage to
persons, or (c) any loss of property in and about the Premises,  the Building or
the Project,  by or from any  unauthorized  or criminal  acts of third  parties,
regardless  of any action,  inaction,  failure,  breakdown,  malfunction  and/or
insufficiency of the security services provided by Landlord.

         25.29 Consents. Except where expressly provided herein to the contrary,
               --------
whenever a party's  consent or approval is required  hereunder,  such consent or
approval shall not be unreasonably withheld, delayed or conditioned.

      26. UNRELATED  BUSINESS  INCOME.  If Landlord is advised by its counsel at
          ---------------------------
any time that any part of the  payments by Tenant to  Landlord  under this Lease
may be  characterized  as  unrelated  business  income  under the United  States
Internal  Revenue  Code and its  regulations,  then Tenant  shall enter into any
amendment  proposed by Landlord to avoid such income,  so long as the  amendment
does not require  Tenant to make more  payments or accept  fewer  services  from
Landlord, than this Lease provides.

      27. BUILDING  RENOVATIONS.  It is specifically  understood and agreed that
          ---------------------
Landlord has made no  representation or warranty to Tenant and has no obligation
and has made no  promises  to  alter,  remodel,  improve,  renovate,  repair  or
decorate the Premises, Building, or


                                       41
<PAGE>

any part thereof and that no  representations  respecting  the  condition of the
Premises  or the  Building  have  been  made by  Landlord  to  Tenant  except as
specifically set forth herein. However, Tenant hereby acknowledges that Landlord
may during the Lease Term renovate, improve, alter, or modify (collectively, the
"Renovations")  the Project,  the Building and/or the Premises including without
limitation the parking structure, common areas, systems and equipment, roof, and
structural  portions  of  the  same,  which  Renovations  may  include,  without
limitation,  (a) installing  sprinklers in the Building  common areas and tenant
spaces,  (b)  modifying  the  common  areas and  tenant  spaces  to comply  with
Governmental  Requirements,  including  regulations  relating to the  physically
disabled,  seismic  conditions,  and  building  safety  and  security,  and  (c)
installing  new floor  covering,  lighting,  and wall  coverings in the Building
common areas, and in connection with any Renovations,  Landlord may, among other
things, erect scaffolding or other necessary  structures in the Building,  limit
or eliminate access to portions of the Project, including portions of the common
areas,  or perform work in the Building,  which work may create  noise,  dust or
leave debris in the Building.  Tenant hereby  agrees that such  Renovations  and
Landlord's  actions  in  connection  with  such  Renovations  shall  in  no  way
constitute a constructive eviction of Tenant nor entitle Tenant to any abatement
of Rent.  Landlord shall have no  responsibility  or for any reason be liable to
Tenant  for any  direct or  indirect  injury to or  interference  with  Tenant's
business  arising  from the  Renovations,  nor shall  Tenant be  entitled to any
compensation  or damages  from  Landlord for loss of the use of the whole or any
part of the Premises or of Tenant's personal property or improvements  resulting
from the Renovations or Landlord's  actions in connection with such Renovations,
or for  any  inconvenience  or  annoyance  occasioned  by  such  Renovations  or
Landlord's  actions.  Notwithstanding  any provisions to the contrary  contained
herein, Landlord shall use commercially reasonable efforts in the performance of
any Renovations to minimize  interference  with the conduct of Tenant's business
in the Premises and Tenant's parking rights hereunder;  and, with respect to any
Renovations  which could interfere with the conduct of Tenant's  business in the
Premises or Tenant's  parking rights  hereunder,  Landlord shall,  except in the
event of an  emergency,  provide  Tenant with at least  twenty-four  (24) hours'
prior  notice  (which  may be  verbal  and/or  be sent  by  e-mail  to  Tenant's
facilities manager).

      28. HAZARDOUS SUBSTANCES.
          --------------------

         28.1 Prohibition Against Hazardous Substances.
              ----------------------------------------

            (a) Except  for de minimis  quantities  of general  office  supplies
customarily  used by office  tenants in the ordinary  course of their  business,
such as copier  toner,  liquid paper,  glue,  ink and cleaning  solvents  (which
supplies  Tenant agrees to use in compliance  with all  applicable  Governmental
Requirements)  and except as  provided in Section  6.1 above,  Tenant  shall not
cause or permit any Hazardous Substances to be brought upon,  produced,  stored,
used,  discharged or disposed of in or near the Project by Tenant or its agents,
employees,  contractors or invitees  without  Landlord's  prior written consent,
which Landlord may give or withhold in its reasonable but sole  discretion.  Any
handling,  transportation,  storage, treatment, disposal or use of any Hazardous
Substances in or about the Project by Tenant, its agents, employees, contractors
or invitees shall strictly comply with all applicable Governmental Requirements.
Tenant shall be solely  responsible for obtaining and complying with all permits
necessary for the maintenance and operation of its business,  including, without
limitation,  all  permits  governing  the  use,  handling,  storage,  treatment,
transport,   discharge  and  disposal  of


                                       42
<PAGE>

Hazardous Substances.  Tenant shall indemnify, defend and hold Landlord harmless
from and against any Claims (including, without limitation,  diminution in value
of the Premises or the Project,  damages for the loss or  restriction  on use of
leasable space or of any amenity of the Premises or the Project, damages arising
from any adverse impact on marketing of space in the Project, Remedial Work, and
sums paid in  settlement  of claims)  which result from or arise out of the use,
storage,  treatment,  transportation,  release,  or  disposal  of any  Hazardous
Substances on or about the Project by Tenant or any Tenant Parties.

            (b) Landlord  shall have the right,  at any time,  but not more than
two (2) times in any calendar  year (unless  Landlord  has  reasonable  cause to
believe  that  Tenant has failed to fully  comply  with the  provisions  of this
Section 28, or unless required by any lender or governmental agency), to inspect
the Premises and conduct tests and investigations to determine whether Tenant is
in compliance  with the provisions of this Section 28. The  reasonable  costs of
all such  inspections,  tests  and  investigations  required  by any  lender  or
governmental agency as a result of Tenant's handling,  use, storage,  treatment,
transportation or disposal of any Hazardous  Substances shall be borne solely by
Tenant. The foregoing rights granted to Landlord shall not, however,  create (i)
a duty on Landlord's part to inspect,  test,  investigate,  monitor or otherwise
observe  the  Premises  or the  activities  of Tenant or any  Tenant  Party with
respect  to  Hazardous  Substances,  including,  but not  limited  to,  Tenant's
operation, use or remediation thereof, or (ii) liability on the part of Landlord
or any Landlord  Party for Tenant's  use,  storage,  treatment,  transportation,
release,  or disposal of any  Hazardous  Substances,  it being  understood  that
Tenant shall be solely responsible for all liability in connection therewith.

         28.2 Landlord Notification. Tenant shall promptly provide Landlord with
              ---------------------
complete  copies of all documents,  correspondence  and other written  materials
directed to or from, or relating to, Tenant concerning  environmental  issues at
the Premises or the Project, including,  without limitation,  documents relating
to the  release,  potential  release,  investigation,  compliance,  cleanup  and
abatement of  Hazardous  Substances,  and any claims,  causes of action or other
legal  documents  related  to  same.  Within   twenty-four  (24)  hours  of  any
unauthorized  release,  spill or discharge of Hazardous  Substances,  in, on, or
about the Premises or Project by Tenant or its employees, agents, contractors or
invitees,  Tenant shall provide written notice to Landlord fully  describing the
event.  Tenant  shall  also  provide  Landlord  with a copy of any  document  or
correspondence submitted by or on behalf of Tenant to any regulatory agency as a
result of or in connection with the  unauthorized  release,  spill or discharge.
Within  twenty-four  (24) hours of receipt by Tenant of any  warning,  notice of
violation,  permit  suspension  or  similar  disciplinary  measure  relating  to
Tenant's actual or alleged failure to comply with any  environmental  law, rule,
regulation,  ordinance  or  permit,  Tenant  shall  provide  written  notice  to
Landlord.

         28.3  Remedial  Work.  If  any  investigation  or  monitoring  of  site
               --------------
conditions or any clean-up, containment,  restoration, removal or remediation of
Hazardous  Substances  (collectively,  "Remedial  Work") is  required  under any
                                        --------------
Governmental  Requirements due to the use, storage,  treatment,  transportation,
release,  or disposal  of any  Hazardous  Substances  on or about the Project by
Tenant or any Tenant Parties, then Tenant shall perform or cause to be performed
the Remedial Work in compliance with Governmental Requirements or, at Landlord's
option,  Landlord may cause such  Remedial Work to be performed and Tenant shall
reimburse  Landlord for the  reasonable  costs  thereof  within thirty (30) days
after demand therefor.  All


                                       43
<PAGE>

Remedial Work performed by Tenant shall be performed by one or more contractors,
selected by Tenant and approved in advance in writing by Landlord, and under the
supervision of a consulting  engineer selected by Tenant and approved in advance
in writing by Landlord.  All costs and expenses of such  Remedial  Work shall be
paid  by  Tenant,   including,   without   limitation,   the   charges  of  such
contractor(s),  the consulting engineer and Landlord's reasonable attorneys' and
experts' fees and costs incurred in connection with monitoring or review of such
Remedial Work.

         28.4  Environmental  Questionnaire.  Prior to  execution of this Lease,
               ----------------------------
Tenant  shall  complete,  execute  and  deliver  to  Landlord  an  Environmental
Questionnaire   and   Disclosure   Statement.    The   completed   Environmental
Questionnaire shall be deemed incorporated into this Lease for all purposes, and
Landlord shall be entitled to rely fully on the information  contained  therein.
Tenant  shall  immediately  update and  resubmit to Landlord  the  Environmental
Questionnaire if changes occur in the nature, content,  handling,  storage, use,
treatment,  transport,  discharge,  or  disposal  of  the  Hazardous  Substances
described  therein.  Attached  hereto as  Exhibit  E is a form of  Environmental
                                          ----------
Questionnaire to be executed in accordance with the foregoing provision.

         28.5 Survival. Tenant's obligations under this Section 28 shall survive
              --------
the expiration or earlier  termination of this Lease until all Claims within the
scope of this  Section  28 are  fully,  finally,  and  absolutely  barred by the
applicable  statutes of  limitations.  If it is  determined by Landlord that the
condition of all or any portion of the Premises,  the Building or the Project is
not in compliance  with the  provisions of this Section 28,  including,  but not
limited  to all  applicable  Governmental  Requirements  relating  to  Hazardous
Substances,  at the  expiration  or  earlier  termination  of this  Lease,  then
Landlord, in its sole discretion,  may require Tenant to hold over possession of
the  Premises  until  Tenant can  surrender  the  Premises  to  Landlord  in the
condition  required  under  Section  14 above  and in full  compliance  with the
provisions of this Section 28. The burden of proof under this Section 28.5 shall
be upon  Tenant.  For  purposes of Section 14, the term  "normal  wear and tear"
shall not include any  deterioration in the condition or diminution of the value
of any  portion  of the  Premises,  the  Building  or the  Project in any manner
whatsoever  related  directly or  indirectly to Hazardous  Substances.  Any such
holdover by Tenant shall be with Landlord's  consent,  will not be terminable by
Tenant in any event or circumstance  and will otherwise be subject to Section 15
above.

         28.6 Definition of "Hazardous Substances". "Hazardous Substances" means
              -----------------------------------    --------------------
any  hazardous  or toxic  substances,  materials  or waste  which  are or become
regulated by any local government  authority,  the state in which the Project is
located or the United States government, including those substances described in
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource  Conservation and
                                         -- ----
Recovery Act, as amended,  42 U.S.C.  Section 6901 et seq., any other applicable
                                                   -- ----
federal, state or local law, and the regulations adopted under these laws.

         28.7 Landlord's Obligations.
              ----------------------

            (a) In the event  Remedial Work is required  under any  Governmental
Requirements to be performed in the Premises as a result of Hazardous Substances
that are located in the Premises prior to the Commencement Date,  Landlord shall
not be liable to Tenant


                                       44
<PAGE>

for damages, but Landlord,  as Tenant's sole remedy, shall, except to the extent
arising from the use, storage, treatment, transportation, release or disposal of
any  Hazardous  Substances  on or about the  Project  by  Tenant  or any  Tenant
Parties,  perform or cause to be performed,  at no cost to Tenant,  the Remedial
Work in compliance  with  Governmental  Requirements.  Landlord's  obligation to
perform the Remedial Work hereunder  shall apply after the exhaustion of any and
all rights Landlord may have to appeal or contest.

            (b)  Landlord  shall  indemnify  and hold Tenant  harmless  from any
Claims to the extent any such Claim  results from or arises out of the negligent
use, storage, treatment,  transportation,  release, or disposal of any Hazardous
Substances  on or about the  Project by  Landlord,  its  agents,  employees,  or
contractors  or relating to  contamination  due to any hydraulic oil released to
the Land  prior to the  Delivery  Date as a direct  result of the  installation,
maintenance  or operation  of the  elevators  within the Project,  except to the
extent such Claim arises by reason of any negligent or intentional misconduct by
Tenant or any Tenant Parties. Landlord's liability under the foregoing indemnity
(i) is personal to Tenant and may not be assigned to or relied upon by any third
party  other  than a  Permitted  Transferee  without  Landlord's  prior  written
consent, which may be withheld in Landlord's sole and absolute discretion,  (ii)
is limited to Tenant's  actual,  out of pocket costs incurred in connection with
complying with any order of any applicable state or federal agencies relating to
the  remediation,  removal,  disposal  or  monitoring  ("Compliance  Order")  of
                                                         -----------------
Hazardous  Substances  on or about the Project as a result of the use,  storage,
treatment,  transportation,  release,  or  disposal  by  Landlord,  its  agents,
employees or contractors or relating to  contamination  due to any hydraulic oil
released  to the Land  prior to the  Delivery  Date as a  direct  result  of the
installation,  maintenance or operation of the elevators within the Project, and
to reasonable  consultants  fees and costs and  reasonable  attorneys'  fees and
costs  incurred in defending  against a proposed  Compliance  Order,  so long as
Landlord  may select the  attorney to defend  Tenant and have sole  authority to
make all settlement and other decisions in regard to the proceedings,  including
the decision whether to challenge the Compliance Order (and any related order or
action)  by  appeal or court  challenge,  and (iii)  specifically  excludes  any
claims, costs, damages or losses for personal injury,  property damage, punitive
damages,  damage to business, lost profits, or consequential damages incurred by
Tenant or any third party.

      29.  EXCULPATION.  Landlord  shall have no personal  liability  under this
           -----------
Lease;  its liability shall be limited solely and exclusively to the interest of
Landlord in the Project.  In no event shall  Landlord's  liability extend to any
other property or assets of Landlord, nor shall any officer, director, employee,
agent,  shareholder,  partner,  member or  beneficiary of Landlord be personally
liable for any of Landlord's obligations  hereunder.  Further, in no event shall
Landlord be liable under any circumstances for any consequential  damages or for
injury or damage to, or interference with, Tenant's business,  including but not
limited to, loss of profits,  loss of rents or other revenues,  loss of business
opportunity, loss of goodwill, or loss of use, however occurring.

      30.  COMMUNICATIONS  AND COMPUTER  LINES.  Tenant may  install,  maintain,
           -----------------------------------
replace,  remove  or  use  any  communications  or  computer  wires  and  cables
(collectively,  the "Lines") at the Project in or serving the Premises, provided
                     -----
that  (a)  Tenant  shall  obtain  Landlord's  prior  written  consent,   use  an
experienced and qualified contractor approved in writing by Landlord, and comply
with  all of the  other  provisions  of  this  Lease,  (b)  the  Lines  therefor
(including riser cables) shall be appropriately  insulated to prevent  excessive
electromagnetic


                                       45
<PAGE>

fields or radiation,  and shall be surrounded by a protective conduit reasonably
acceptable  to Landlord,  (c) any new or existing  Lines  servicing the Premises
shall comply with all  Governmental  Requirements,  and (d) Tenant shall pay all
costs in connection with the foregoing.  Landlord  reserves the right to require
that  Tenant  remove  any Lines  located in or serving  the  Premises  which are
installed  in  violation  of  these  provisions,  or  which  are at any  time in
violation  of  any  Governmental   Requirements  or  represent  a  dangerous  or
potentially  dangerous  condition.  In addition,  Landlord reserves the right to
require that Tenant remove any or all Lines installed by or for Tenant within or
serving  the  Premises  upon  expiration  or sooner  termination  of this Lease,
provided  Landlord notifies Tenant prior to or within thirty (30) days following
such  expiration  or sooner  termination.  Any Lines not  required to be removed
pursuant to this Section  shall,  at Landlord's  option,  become the property of
Landlord (without payment by Landlord).  If Tenant fails to remove such Lines as
required by Landlord, or violates any other provision of this Section,  Landlord
may, after ten (10) days' written notice to Tenant,  remove such Lines or remedy
such other violation,  at Tenant's expense  (without  limiting  Landlord's other
remedies available under this Lease or Governmental Requirements).

      31. SATELLITE DISH.
          --------------

         31.1 Grant of License.  Subject to the applicable  terms and conditions
              ----------------
contained in this Lease (including, without limitation, Section 5 above and this
Section), Tenant shall have a non-exclusive license (the "License"), to install,
                                                          -------
operate,  maintain  and use,  during the Term,  (a) one (1)  satellite  dish and
twenty-five (25) radio frequency  antennae to service  Tenant's  business in the
Premises  (collectively,  the "Satellite Dish") on the open space of the roof of
the Building in a location  reasonably  designated by Landlord  (the  "Satellite
                                                                       ---------
Dish Roof Area");  and (b) connections for the Satellite Dish for (i) electrical
--------------
wiring to the Building's  existing  electrical  supply and (ii) cable or similar
connection  necessary  to  connect  the  Satellite  Dish with  Tenant's  related
equipment  located  in the  Premises.  The  routes or paths for such  wiring and
connections  shall be through  the  Building's  existing  risers,  conduits  and
shafts,  subject to  reasonable  space  limitations  and  Landlord's  reasonable
requirements  for use of such  areas,  and in all events  subject to  Landlord's
reasonable  approval of plans and  installation  pursuant to other provisions of
this Lease,  including,  without  limitation,  Section 30 above (such  routes or
paths are  collectively  referred to as the "Cable Path" and all such electrical
                                             ----------
and other  connections are referred to collectively as the  "Connections").  The
                                                             -----------
Satellite Dish and Connections are collectively referred to as the "Equipment".
                                                                    ---------

         31.2  Interference.  Without  limiting  the  generality  of  any  other
               ------------
provision hereof, Tenant shall install,  maintain and operate the Equipment in a
manner so as to not cause any  electrical,  electromagnetic,  radio frequency or
other material interference with the use and operation of any: (a) television or
radio  equipment  in or about the  Building;  (b)  present or future  electronic
control  system for any of the Building's  operating  services  and/or  Building
Systems or the  operation of the elevators in the  Building;  (c)  transmitting,
receiving  or  master  television,   telecommunications  or  microwave  antennae
equipment  currently or hereafter located in any portion of the Project;  or (d)
radio  communication  system  now or  hereafter  used or  desired  to be used by
Landlord or any other  licensee or tenant of  Landlord.  Upon notice of any such
interference,  Tenant shall immediately  cooperate with Landlord to identify the
source  of the  interference  and  shall,  within  twenty-four  (24)  hours,  if
requested  by  Landlord,  cease all  operations  of the  Equipment  (except  for
intermittent  testing as  approved  by  Landlord,  which


                                       46
<PAGE>

approval shall not be  unreasonably  withheld) until the  interference  has been
corrected to the reasonable  satisfaction of Landlord,  unless Tenant reasonably
establishes  prior to the expiration of such  twenty-four  (24) hour period that
the  interference  is not  caused by the  Equipment,  in which  case  Tenant may
operate  its  Equipment  pursuant to the terms of this  Lease.  Tenant  shall be
responsible for all costs associated with any tests deemed reasonably  necessary
to resolve any and all  interference  as set forth in this Section.  If any such
interference  caused by Tenant has not been corrected within ten (10) days after
notice to  Tenant,  Landlord  may (i)  require  Tenant to  remove  the  specific
Equipment  causing such  interference,  or (ii)  eliminate the  interference  at
Tenant's expense.  If the equipment of any other party causes  interference with
the  Equipment,  Tenant  shall  reasonably  cooperate  with such other  party to
resolve such interference in a mutually acceptable manner.

         31.3  Roof  Repairs. In the event  Landlord  desires  to  perform  roof
               -------------
repairs and/or roof replacements to the Building (the "Roof Repairs"),  Landlord
shall  give  Tenant at least ten (10)  days'  prior  written  notice of the date
Landlord  intends  to  commence  such Roof  Repairs  (except  in the event of an
emergency,  in which event Landlord shall furnish Tenant with reasonable  notice
in light of the  circumstances).  Tenant shall,  within ten (10) days  following
receipt of such notice,  undertake such measures as it deems suitable to protect
the  Equipment  from  interference  by  Landlord,  its  agents,  contractors  or
employees, in the course of any Roof Repairs.

         31.4  Rules and Regulations. Without limiting the applicable provisions
               ---------------------
of this Lease,  Tenant's use of the roof of the  Building for the  installation,
operation,  maintenance  and use of the Equipment  shall be subject to the terms
and  conditions  contained  in the Rooftop Work Rules and  Regulations  attached
hereto as Exhibit B-1.
          -----------

      32. REDUCTION OPTION.

         32.1 Exercise of Reduction Option.  Subject to the terms and conditions
              ----------------------------
contained  herein,  Tenant  shall  have a one (1)  time  right  (the  "Reduction
                                                                       ---------
Option") to reduce the size of the Premises to 51,224  rentable  square feet, so
------
that the  Premises  subject to this Lease  shall be that  space  comprising  the
entirety of the second  floor of the Building as  identified  on Exhibit A-2 and
                                                                 -----------
the portion of the first  floor of the  Building  single  hatched on Exhibit A-3
                                                                     -----------
attached hereto (collectively,  the "Remainder Premises").  The Reduction Option
                                     ------------------
shall be  exercisable  only by giving  Landlord  unconditional  and  irrevocable
written notice ("Reduction Notice") thereof within one hundred twenty (120) days
                 ----------------
after Tenant's  execution of this Lease.  If Tenant fails to timely exercise the
Reduction  Option,  Tenant's  exercise of the Reduction Option shall be null and
void.  In  addition,  Tenant's  exercise  of  the  Reduction  Option  shall,  at
Landlord's  election,  be null and void if any Event of Default by Tenant  under
this Lease exists on the date of Landlord's receipt of Tenant's Reduction Notice
or at any time thereafter prior to the Surrender Date (as hereafter defined). If
Tenant exercises the Reduction Option, the reduction in the size of the Premises
shall be effective as of the date that is thirty (30) days after the date of the
Reduction Notice (the "Surrender  Date"), and Tenant shall surrender the portion
                       ---------------
of the Premises  other than the  Remainder  Premises (the  "Deletion  Space") to
                                                            ---------------
Landlord in the  condition  required  pursuant to Section 14 hereof on or before
the Surrender Date. If Tenant fails to so vacate and surrender possession of the
Deletion Space on the Surrender  Date, the provisions of Section 15 hereof shall
apply to Tenant's  continued  occupancy.  At  Landlord's  request,  Tenant shall



                                       47
<PAGE>

promptly execute an amendment to this Lease to reflect the reduction in the size
of  the  Premises   (including   proportionate   reductions  in  Base  Rent  and
Proportionate Share).

         32.2  Personal to Tenant. The Reduction  Option is personal to, and may
               ------------------
be  exercised  only by, the  original  named  Tenant  hereunder  or a  Permitted
Transferee.  If Tenant  assigns  this Lease or sublets all or any portion of the
Premises  other  than to a  Permitted  Transferee,  then  immediately  upon such
assignment or subletting,  Tenant's right to exercise the Reduction Option shall
simultaneously  terminate and be of no further  force or effect.  No assignee or
subtenant other than a Permitted Transferee shall have any right to exercise the
Reduction Option.

         32.3 If Tenant exercises the Reduction Option, then, within thirty (30)
days after the Surrender Date, Tenant, at its sole cost and expense,  shall make
such alterations that (i) Landlord deems reasonably  necessary or appropriate to
demise the Remainder  Premises,  and (ii)Tenant  deems  reasonably  necessary or
appropriate to create access from the Remainder Premises to the freight elevator
in the dock area. Such alterations shall comply with the requirements of Section
5 above.


                                       48
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Lease.

LANDLORD:

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:      CarrAmerica Realty Corporation,
         a Maryland corporation, its general partner

         By:
            --------------------------------------------------
                  Christopher Peatross
                  Managing Director

Date of Execution:
                  --------------------------------------------

TENANT:

PROXIM CORPORATION,
a Delaware corporation

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------
        [chairman, president or vice-president]

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------
        [secretary, assistant secretary,
        chief financial officer or assistant treasurer]

Date of Execution:
                  --------------------------------------------


                                       49
<PAGE>


                                   EXHIBIT A-1

                      FLOOR PLAN OF PREMISES - FIRST FLOOR

               [See unhatched portion of the attached floor plan]


<PAGE>

                                   EXHIBIT A-2

                      FLOOR PLAN OF PREMISES - SECOND FLOOR

                                 [See Attached]


<PAGE>


                                   EXHIBIT A-3

                 FLOOR PLAN OF REMAINDER PREMISES - FIRST FLOOR

             [See single hatched portion of the attached floor plan]


<PAGE>

                                    EXHIBIT B

                              RULES AND REGULATIONS

      1.Tenant shall not place anything, or allow anything to be placed near the
glass of any window,  door, partition or wall which may, in Landlord's judgment,
appear unsightly from outside of the Project.

      2. The sidewalks,  exits and entrances  located in the common areas of the
Project  shall not be  obstructed  by Tenant or used by Tenant for any  purposes
other than for ingress to and egress from the  Premises.  Tenant  shall lend its
full cooperation to keep such areas free from all obstruction and in a clean and
sightly  condition and shall move all supplies,  furniture and equipment as soon
as  received  directly to the  Premises  and move all such items and waste being
taken from the Premises  (other than waste  customarily  removed by employees of
the  Building)  directly to the shipping  platform at or about the time arranged
for removal therefrom.

      3. Tenant shall not bring upon, use or keep in the Premises or the Project
any kerosene,  gasoline or inflammable or combustible fluid or material,  or any
other articles deemed hazardous to persons or property.

      4. Landlord shall have sole power to direct  electricians  as to where and
how  telephone  and other wires are to be  introduced.  No boring or cutting for
wires is to be allowed without Landlord's prior written consent. The location of
telephones,  call boxes and other office equipment affixed to the Premises shall
be subject to Landlord's prior approval.

      5. No additional locks shall be placed upon any doors, windows or transoms
in or to the Premises.  Tenant shall not change  existing locks or the mechanism
thereof.  Upon  termination  of the Lease,  Tenant shall deliver to Landlord all
keys and passes for  offices,  rooms,  parking lot and toilet  rooms which shall
have been furnished  Tenant. If the keys so furnished are lost, Tenant shall pay
Landlord therefor. Tenant shall not make, or cause to be made, any such keys and
shall order all such keys solely from  Landlord  and shall pay  Landlord for any
keys in addition to the two sets of keys  originally  furnished  by Landlord for
each lock.

      6. Tenant shall not install linoleum, tile, carpet or other floor covering
so that the same  shall be affixed  to the floor of the  Premises  in any manner
except as approved by Landlord.

      7. No furniture,  packages,  supplies,  equipment or  merchandise  will be
received in the Project,  except  between such hours as shall be  designated  by
Landlord.

      8. Without Landlord's prior written consent, Tenant shall not use the name
of the Project or any picture of the Project in connection with, or in promoting
or advertising the business of, Tenant, except Tenant may use the address of the
Project as the address of its business.

      9. Tenant  assumes full  responsibility  for  protecting the Premises from
theft, robbery and pilferage, which may arise from a cause other than Landlord's
negligence,  which includes keeping doors locked and other means of entry to the
Premises closed and secured.


                               Exhibit B, Page 1
<PAGE>

      10.  Peddlers,  solicitors  and beggars shall be reported to the office of
the Project or as Landlord otherwise requests.

      11. Tenant shall not  advertise the business,  profession or activities of
Tenant  conducted  in the  Project in any manner  which  violates  the letter or
spirit  of  any  code  of  ethics  adopted  by  any  recognized  association  or
organization pertaining to such business, profession or activities.

      12.  Tenant  shall  not make or permit  any  noise,  vibration  or odor to
emanate  from the  Premises,  or do  anything  therein  tending  to  create,  or
maintain, a nuisance.

      13. Tenant  acknowledges  that Building  security problems may occur which
may require  the  employment  of extreme  security  measures  in the  day-to-day
operation of the Project.

      Accordingly:

         (a) Landlord  may, at any time,  or from time to time, or for regularly
scheduled time periods,  as deemed  advisable by Landlord and/or its agents,  in
their sole discretion,  require that persons entering or leaving the Building or
the Project  identify  themselves to watchmen or other  employees  designated by
Landlord, by registration, identification or otherwise.

         (b) Tenant agrees that it and its employees will  cooperate  fully with
Project employees in the implementation of any and all security procedures.

         (c)  Such  security  measures  shall  be  the  sole  responsibility  of
Landlord, and Tenant shall have no liability for any action taken by Landlord in
connection  therewith,  it being  understood  that  Landlord is not  required to
provide any security  procedures  and shall have no liability  for such security
procedures or the lack thereof.

      14. Tenant shall not disturb the quiet enjoyment of any other tenant.

      15.  Landlord  may  retain  a  pass  key to the  Premises  and be  allowed
admittance  thereto at all times to enable its  representatives  to examine  the
Premises  from time to time and to exhibit the same and  Landlord  may place and
keep on the windows and doors of the Premises at any time signs  advertising the
Premises for Rent.

      16. No equipment, mechanical ventilators, awnings, special shades or other
forms of window covering shall be permitted either inside or outside the windows
of the Premises without  Landlord's prior written consent,  and then only at the
expense and risk of Tenant,  and they shall be of such shape,  color,  material,
quality, design and make as may be approved by Landlord.

      17. Tenant shall not during the term of this Lease canvas or solicit other
tenants of the Building for any purpose.

      18. Tenant shall not install or operate any phonograph,  musical or sound-
producing  instrument or device,  radio receiver or transmitter,  TV receiver or
transmitter,  or


                               Exhibit B, Page 2
<PAGE>

similar  device in the  Building,  nor install or operate any  antenna,  aerial,
wires or other  equipment  inside or  outside  the  Building,  nor  operate  any
electrical  device from which may emanate  electrical  waves which may interfere
with or impair radio or  television  broadcasting  or  reception  from or in the
Building  or  elsewhere,  without  in each  instance  Landlord's  prior  written
approval. The use thereof, if permitted, shall be subject to control by Landlord
to the end that others shall not be disturbed.

      19. Tenant shall promptly remove all rubbish and waste from the Premises.

      20. Tenant shall not exhibit,  sell or offer for sale, rent or exchange in
the  Premises or at the  Project any  article,  thing or service,  except  those
ordinarily  embraced  within the use of the  Premises  specified in Section 6 of
this Lease, without Landlord's prior written consent.

      21.  Tenant  shall not  overload  any floors in the Premises or any public
corridors or elevators in the Building.

      22. Tenant shall not do any painting in the Premises,  or mark, paint, cut
or drill into,  drive nails or screws into, or in any way deface any part of the
Premises or the Building,  outside or inside,  without  Landlord's prior written
consent.

      23.  Whenever  Landlord's  consent,  approval or  satisfaction is required
under these Rules set forth in this Exhibit B, then unless otherwise stated, any
such consent, approval or satisfaction must be obtained in advance, such consent
or approval may be granted or withheld in Landlord's reasonable discretion,  and
Landlord's satisfaction shall be determined in its reasonable judgment.

      24. Tenant and its employees shall cooperate in all fire drills  conducted
by Landlord in the Building.


                               Exhibit B, Page 3
<PAGE>

                                   EXHIBIT B-1

                       ROOFTOP WORK RULES AND REGULATIONS

      1. Roof Area.  Tenant shall accept the Satellite  Dish Roof Area and Cable
         ---------
Path in their  condition and  "as-built"  configuration  existing on the date of
delivery to Tenant.  Landlord has made no  representations  or promise as to the
suitability or effectiveness of any part of the roof for Tenant's  proposed use,
or as to any Governmental  Requirements  applicable to Tenant's proposed use, or
as to the condition of (or alteration or improvement of) the Satellite Dish Roof
Area or the Cable Path.

      2. Rooftop  Installation  Work.  Installation  of the Equipment  ("Rooftop
         ---------------------------                                     -------
Installation  Work") must be performed in a good and  workmanlike  manner and in
------------------
accordance with all Governmental Requirements and CC&Rs, and shall be subject to
(a) obtaining  Landlord's  prior written  approval of plans and  specifications,
which approval shall not be unreasonably  withheld,  and Tenant acknowledges and
agrees that,  without  limiting the  generality  of the  foregoing,  it shall be
reasonable  for  Landlord to  disapprove  any  Equipment if it exceeds roof load
limitations,  or if it exceeds  the height of the roof  parapet;  (b)  obtaining
Landlord's  prior  written  approval  of  Tenant's  contractor  for the  Rooftop
Installation  Work,  and such  contractor  must  provide  evidence of  insurance
reasonably  satisfactory  to Landlord  prior to commencing  work in or about the
Building;  and (c) all  additional  requirements  under the Lease  that apply to
Alterations  by Tenant.  The plans and  specifications  for the Equipment  shall
include, without limitation,  the design, size and features thereof and mounting
structure, floor and power load requirements,  cabling installations,  the means
of affixing or mounting the Equipment, and the means of connecting the Equipment
to the  Building's  electrical  system  and to the  Premises.  The giving of any
approval by Landlord shall not eliminate any of Tenant's  obligations  under the
Lease, including, without limitation, Tenant's obligation to obtain all required
permits and to comply with all Governmental  Requirements.  Tenant agrees to pay
Landlord's  cost of review and approval of the plans and  specifications  within
thirty (30) days after receipt of an invoice therefor.

      3.  General  Requirements.  Tenant's  use of the roof of the  Building  is
          ---------------------
subject to the following general requirements:

         (a) Tenant shall provide Landlord with reasonable  advance notice prior
to commencing installation of the Equipment or other work on or to the Equipment
from time to time, and agrees to afford  Landlord the  opportunity to be present
for all such work, provided that only subsequent notice within a reasonable time
shall be required in the case of an emergency that presents an immediate danger.
Tenant shall  reimburse  Landlord  for the cost of any  Landlord  representative
being  present for the  performance  of such work within  thirty (30) days after
receipt of an invoice therefor.

         (b) After the initial  installation of any Equipment,  Tenant shall not
make any alteration,  addition or improvement  thereto,  without first obtaining
Landlord's  prior  written  approval;  and any such  alterations,  additions  or
improvements  shall be subject to all the conditions and restrictions that apply
to the original Equipment,  including,  without limitation, the requirement that
Tenant furnish Landlord with detailed plans and  specifications  relating to the
proposed alterations, additions or improvements.


                               Exhibit B, Page 4
<PAGE>

         (c) Landlord shall allow Tenant  reasonable  access to the roof for the
purposes of installation,  maintenance and repair of the Equipment during normal
business hours upon Tenant's  reasonable advance request,  subject to reasonable
rules and restrictions of Landlord.

         (d) Tenant,  at its expense,  shall at all times keep the  Equipment in
good order,  condition  and repair,  and the  Equipment  location  and the areas
immediately  surrounding  same neat and clean.  With  respect to all  operations
relating to the  Equipment,  Tenant  shall  conduct its business and control its
agents,  employees and invitees in such manner as not to create any nuisance, or
interfere with, annoy or disturb any other licensee or tenant of the Building or
Landlord in its operation of the Building.

      4.  Services.  Tenant  may  connect  to and  use the  Building's  existing
          --------
electrical  supply,  but Tenant shall be  responsible  for the cost of supplying
electricity to the Equipment,  including without limitation,  electricity usage,
installation,  maintenance  and repair of any  Connections  and of any  separate
meter required by Landlord.  Electric  usage shall be determined,  at Landlord's
option,  either (a) by meter  installed  by Landlord  at Tenant's  sole cost and
expense,  or (b) by Landlord's  reasonable  estimate.  Tenant shall pay Landlord
monthly,   within  thirty  (30)  days  after  being  billed  therefor,  for  all
electricity  used by  Tenant  or any  Tenant  Parties  in  connection  with  the
operation of the Equipment.

      5.  Roof  Damage.  Any  damage  to the roof or any  other  portion  of the
          ------------
Building resulting from Tenant's  installation,  operation,  use, maintenance or
removal of the Equipment, including without limitation, leakage, water damage or
damage to the roof membrane, shall be repaired by Landlord at Tenant's sole cost
and  expense.  Tenant  shall  reimburse  Landlord  for any costs and expenses so
incurred by Landlord  within thirty (30) days after  Landlord's  written request
and  copies of  invoices  therefor.  Tenant  shall,  at  Tenant's  sole cost and
expense, provide protection to the roof membrane as Landlord may reasonably deem
necessary  so that such  membrane is not  damaged in  connection  with  Tenant's
installation, operation, use, maintenance or removal of Equipment.

      6. Compliance With Governmental Requirements. Tenant, at its sole cost and
         -----------------------------------------
expense, shall comply with all Governmental Requirements and CC&Rs applicable to
the  installation,  maintenance,  operation,  use and removal of the  Equipment.
Without limiting the generality of the foregoing,  Tenant,  at its sole cost and
expense, shall be responsible for obtaining,  if required, any building permits,
and any licenses or permits which may be required by the Federal  Communications
Commission  (FCC),  the  Federal  Aviation  Administration  (FAA)  or any  other
governmental  authority having  jurisdiction  over the Equipment or the Building
and shall provide copies of the same to Landlord. If necessary,  Landlord agrees
reasonably  to cooperate  with  Tenant,  at Tenant's  sole cost and expense,  to
obtain any appropriate licenses or permits.

      7. Radio Frequency Emitting  Equipment.  To the extent Tenant is operating
         -----------------------------------
radio  frequency (RF) emitting  equipment on the roof of or inside the Building,
Tenant shall cooperate  generally with Landlord and other carriers such that the
Building's  rooftop  shall  be and  remain  in  compliance  with all  rules  and
regulations of the U.S. Occupational Safety and Health  Administration  ("OSHA")
                                                                          ----
and the FCC  relating to  guidelines  for human  exposure to radio  frequency or
electromagnetic  emission levels, as may be issued from time to time,  including
but


                               Exhibit B, Page 5
<PAGE>

not limited to the rules and  regulations  adopted in FCC document OET 65 (which
rules and  regulations  have also been  adopted  by OSHA).  If  Landlord  in its
reasonable  judgment  believes  that  the  Equipment,  either  by  itself  or in
conjunction  with other  equipment in or on the Building,  may exceed  permitted
emission levels, then Tenant shall (a) promptly upon Landlord's written request,
deliver to  Landlord a  reasonably  acceptable  certification  or survey  report
demonstrating  that the Building's  rooftop is in compliance with all applicable
FCC and OSHA rules and regulations (a "Rooftop  Survey"),  and (b) to the extent
                                       ---------------
Tenant's  equipment or the operation  thereof directly or indirectly  causes the
Building's  rooftop (or any section  thereof) not to be in compliance  with such
rules and  regulations,  promptly remedy any such  non-compliance  in accordance
with Landlord's  reasonable directions and at Tenant's sole cost and expense. If
Tenant  (i)  relocates  or makes any change to the  Equipment  or (ii) makes any
change to any equipment or operation thereof that directly or indirectly affects
the operation of the Equipment,  Landlord may, at its option, require that a new
Rooftop Survey be conducted at Tenant's sole cost and expense by a firm approved
by Landlord in its reasonable discretion.

      8.  Temporary  Removal;  Relocation.  Tenant,  at its sole expense,  shall
          -------------------------------
remove or relocate the  Equipment  on a temporary  basis and upon ten (10) days'
written  notice from  Landlord at any time Landlord  determines  such removal or
relocation is reasonably  necessary or appropriate for the  expeditious  repair,
replacement,  alteration, improvement or additions to or of the roof or any area
of the Cable Path, or to access any such areas for Building  needs. In addition,
Landlord  reserves  the  right to  require  that the  Equipment  be  permanently
relocated on not less than thirty (30) days' prior  written  notice,  to another
location on the roof as Landlord shall reasonably designate.

      9.  Termination;  Equipment As Property of Tenant.  Upon the expiration or
          ---------------------------------------------
earlier  termination  of the Lease,  Tenant  shall  immediately  cease using the
Satellite Dish Roof Area and Cable Path and shall,  at its own cost and expense,
remove the Equipment and restore the Satellite Dish Roof Area and areas affected
by the cabling  installations to the condition in which they were found prior to
the  installation  of the  Equipment,  reasonable  wear and tear  excepted.  The
Equipment shall be considered personal property of Tenant; provided, however, if
Tenant fails timely to remove the  Equipment,  it shall be deemed  abandoned and
may be claimed by Landlord  or removed  and  disposed of by Landlord at Tenant's
expense.

      10.  Landlord   Exculpation.   Tenant  assumes  full   responsibility  for
           ----------------------
protecting  from theft or damage the  Equipment and any other tools or equipment
that Tenant may use in connection with the installation, operation, use, repair,
maintenance  or removal of the  Equipment,  assumes  all risk of theft,  loss or
damage, and waives any Claim with respect thereto against Landlord and the other
Landlord Parties. Further, in no event shall Landlord or any Landlord Parties be
liable under any circumstances  for any  consequential  damages or for injury or
damage to, or interference with,  Tenant's  business,  including but not limited
to,  loss  of  profits,  loss of  rents  or  other  revenues,  loss of  business
opportunity,  loss of goodwill or loss of use,  resulting  from damage to or any
failure or interruption of use of the Equipment, however occurring.


                               Exhibit B, Page 6
<PAGE>


      11. Insurance; Indemnity.
          --------------------

         (a) Tenant shall cause the insurance policies required to be maintained
pursuant to Section 8 of the Lease to cover the Equipment and any Claims arising
in  connection  with  the  presence,  use,  operation,   installation,   repair,
maintenance, or removal of the Equipment.

         (b)  Tenant  hereby  agrees  to  protect,  defend,  indemnify  and hold
Landlord and the other  Landlord  Parties,  and each of them,  harmless from and
against  any and all  Claims  arising  from or  connected  in any way  with  the
Equipment  or the  operations  of Tenant or any  Tenant  Parties  in  connection
therewith  (except,  with respect to any Landlord Party, to the extent caused by
the gross negligence or willful or criminal misconduct of such Landlord Party or
otherwise   prohibited  by  Governmental   Requirements),   including,   without
limitation,  (i) all foreseeable and unforeseeable  consequential  damages, (ii)
any violation of Governmental  Requirements,  and (iii) any personal injuries or
property damage. The foregoing indemnity shall survive the expiration or earlier
termination of the Lease.

      12.  Rights  Personal to Tenant.  Tenant's  rights under Section 31 of the
           --------------------------
Lease are  personal  to the  original  named  Tenant  therein,  and shall not be
transferable or assignable,  whether  voluntarily or  involuntarily,  whether by
operation of law or otherwise,  either in  connection  with an assignment of the
Lease, or a sublease of all or part of the Premises,  or otherwise to any person
or entity that has satisfied the  requirements  of Section 17 of the Lease.  Any
purported transfer of any license hereunder shall be void and a material default
under the Lease.


                               Exhibit B, Page 7
<PAGE>



                                    EXHIBIT C

                              INTENTIONALLY OMITTED





                               Exhibit C, Page 1
<PAGE>

                                    EXHIBIT D

                         COMMENCEMENT DATE CONFIRMATION

      THIS CONFIRMATION AGREEMENT is entered into as of _______________ __, 20__
by and  between  CarrAmerica  Realty  Operating  Partnership,  L.P.,  a Delaware
limited partnership ("Landlord"), and PROXIM CORPORATION, a Delaware corporation
("Tenant"),  with  respect to that  certain  Lease dated as of May 10, 2005 (the
"Lease")  respecting  certain premises (the "Premises")  located in the building
known as 2115 O'Nel Drive, San Jose, California.

      Pursuant to Section 1.1 of the Lease,  Landlord and Tenant hereby  confirm
and  agree   that  the   Commencement   Date  (as   defined  in  the  Lease)  is
________________  __,  20___ and that the  Termination  Date (as  defined in the
Lease) is _______________ __, 20__.

      This  Confirmation  Agreement  supplements,  and  shall be a part of,  the
Lease.

      IN WITNESS  WHEREOF,  Landlord and Tenant have executed and delivered this
Confirmation Agreement as of the day and year first above written.

LANDLORD:

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:      CarrAmerica Realty Corporation,
         a Maryland corporation, its general partner

         By:
            --------------------------------------------------
                  Christopher Peatross
                  Managing Director

Date of Execution:
                  --------------------------------------------

TENANT:

PROXIM CORPORATION,
a Delaware corporation

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------
Date of Execution:
                  --------------------------------------------


                               Exhibit D, Page 1
<PAGE>

                                    EXHIBIT E

                           ENVIRONMENTAL QUESTIONNAIRE

      As a new tenant of the  Project,  answer  based upon:  (1) any existing or
previous operations of the same kind which Tenant has conducted  elsewhere,  and
(2)  Tenant's  plans  for  the  new  space.  For  each  answer,   specify  which
operation(s) you are describing.

1. Solid Waste.
   -----------

      a. Does the facility have an EPA Hazardous Waste generator number?

      b. Does the facility produce Hazardous Waste? Other chemical waste?

      c. Describe each type of waste generated (whether or not hazardous).

      d. If the facility  produces  hazardous waste, is it classified as a large
quantity  generator,  small  quantity  generator or  conditionally  exempt small
quantity generator?

      e. Are hazardous waste manifests maintained for three years on site?

      f. Please identify the waste disposal contractor.

2. Wastewater.
   ----------

      a.  Does the  facility  produce  any  "process  wastewater,"  meaning  any
wastewater that has come in contact with chemicals or other materials in process
(essentially, any discharge of water other than from sinks and toilets)?

      b. If so, please describe each type of process wastewater produced.

      c. Is any water discharged down the floor drains?

      d. Does the facility have a permit for its wastewater discharges?

3. Air Emissions.
   -------------

      a. Does the facility emit any chemicals or wastes into the air?

      b. Does the facility have an air permit?

      c.  Does  the  facility  treat  any of its air  emissions  to  remove  air
pollutants?

      d. Describe the ventilation system for the facility.


                               Exhibit E, Page 1
<PAGE>

4. General.
   -------

      a. Has the facility  ever been charged with any  violation of, or found in
violation of any environmental requirements? If yes, please describe.

      b. Are you  aware  of any  testing  of soil or  groundwater  to  determine
whether  any  contamination  exists in or around  the  facility?  If so,  please
provide results.

      c.  Please  describe  any  hazardous  materials  present  on  site,  their
respective quantities and the containment measures for those materials.



                               Exhibit E, Page 2
<PAGE>


                                    EXHIBIT F

                           GROUND LEASES OR MORTGAGES


                                      None






                               Exhibit F, Page 1
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

1.   LEASE AGREEMENT...........................................................1
2.   RENT......................................................................1
3.   PREPARATION AND CONDITION OF PREMISES; TENANT'S POSSESSION;
     REPAIRS AND MAINTENANCE...................................................9
4.   SERVICES AND UTILITIES...................................................11
5.   ALTERATIONS AND REPAIRS..................................................12
6.   USE OF PREMISES..........................................................15
7.   GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.............................17
8.   WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.............................18
9.   FIRE AND OTHER CASUALTY..................................................21
10.  EMINENT DOMAIN...........................................................23
11.  RIGHTS RESERVED TO LANDLORD..............................................23
12.  EVENTS OF DEFAULT........................................................26
13.  LANDLORD REMEDIES........................................................28
14.  SURRENDER................................................................30
15.  HOLDOVER.................................................................30
16.  SUBORDINATION TO GROUND LEASES AND MORTGAGES.............................31
17.  ASSIGNMENT AND SUBLEASE..................................................32
18.  CONVEYANCE BY LANDLORD...................................................35
19.  ESTOPPEL CERTIFICATE.....................................................35
20.  SECURITY DEPOSIT.........................................................36
21.  Intentionally omitted....................................................36
22.  NOTICES..................................................................36
23.  QUIET POSSESSION.........................................................38
24.  REAL ESTATE BROKERS......................................................38
25.  MISCELLANEOUS............................................................38
26.  UNRELATED BUSINESS INCOME................................................41
27.  BUILDING RENOVATIONS.....................................................41
28.  HAZARDOUS SUBSTANCES.....................................................42
29.  EXCULPATION..............................................................45
30.  COMMUNICATIONS AND COMPUTER LINES........................................45
31.  SATELLITE DISH...........................................................46
32.  REDUCTION OPTION.........................................................47


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