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                                                                   EXHIBIT 10.10

                                    SUBLEASE
                    555 TWIN DOLPHIN DRIVE, REDWOOD CITY, CA

This Sublease (Sublease"), dated APRIL 1, 2001 (the "Execution Date"), is
entered into by and between Inktomi Corporation ("Sublandlord"), and e-centives,
Inc. ("Subtenant").

1.       BASIC SUBLEASE PROVISIONS

     1.1  PREMISES: The Premises under this Sublease consist of approximately
          30,724 rentable square feet located on the second floor of the
          building commonly known as 555 Twin Dolphin Drive (`Building"), which
          is located in Redwood City, CA. The Premises demised under this
          Sublease constitute the entire premises demised pursuant to the Master
          Lease and are depicted on EXHIBIT B-I to the Master Lease.

     1.2  MASTER LANDLORD: Spieker Properties, LP

     1.3  MASTER LEASE: Lease dated February 7, 2000, entered into by
          Sublandlord, as tenant, and Master Landlord, as landlord, a copy of
          which is attached hereto as EXHIBIT A.

     1.4  TERM: Approximately 9 years and 3 months after the Commencement Date,
          beginning on the Commencement Date and ending on the Expiration Date
          unless terminated earlier in accordance with the terms and conditions
          of this Sublease.

     1.5  COMMENCEMENT DATE: April 1, 2001 or the Execution Date, whichever
          occurs earlier.

     1.6  EXPIRATION DATE: June 30, 2010.

     1.7  BASE RENT: $132,236 per month, subject to adjustment as set forth in
          Section 19 below.

     1.8  SUBTENANT'S SHARE: 100 percent.

     1.9  SUBTENANT'S USE: General Office use.

     1.10 SUBTENANT'S ADDRESS:

              Prior to the Commencement Date:  6901 Rockledge, Drive
                                               Bethesda, MD 20817

              After the Commencement Date:     555 Twin Dolphin Drive, Suite 200
                                               Redwood City, CA 94065

              SUBLANDLORD'S ADDRESS:           4100 East 3rd Avenue, Foster
                                               City, CA 94404

     1.11 SECURITY DEPOSIT. $1,007,282 as provided in Section 18.3 below.


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     1.12 BROKERS: For Sublandlord: NONE

                   For Subtenant:   NONE

     1.13 DEFINITIONS: Each of the terms in the Basic Sublease Provisions are
          used in this Sublease as defined terms and have the meanings given in
          such sections. Other capitalized words and phrases for which no
          definition is given in this Sublease shall have the meanings given
          them in the Master Lease. Unless otherwise indicated, all section
          references are to the sections of this Sublease.

2.   DEMISE OF PREMISES

     2.1  Sublandlord hereby subleases the Premises to Subtenant, and Subtenant
          hereby subleases the Premises from Sublandlord, on and subject to the
          terms and conditions of this Sublease.

     2.2  Sublandlord hereby grants to Subtenant the right to use up to 3.3
          unreserved parking spaces per 1000 rentable square feet in the parking
          area designated for Sublandlord's use, pursuant to the terms and
          conditions of the Master Lease.

     2.3  Sublandlord reserves the right, on reasonable prior notice and at
          reasonable times, to inspect the Premises, or to exhibit the Premises
          to persons having a legitimate interest at any time during the Term.

3.   TERM

     3.1  The Term shall commence on the Commencement Date which shall be the
          later of (i) the Estimated Commencement Date, (ii) the date
          Sublandlord delivers possession of the Premises to Subtenant, or (iii)
          the date that the Master Landlord gives its written consent to this
          Sublease. Subtenant shall, upon request by Sublandlord, execute and
          deliver a certificate setting forth the actual Commencement Date.

     3.2  If for any reason Sublandlord cannot deliver possession of the
          Premises to Subtenant by the Estimated Commencement Date, Sublandlord
          shall not be liable therefor, nor shall such failure affect the
          validity of this Sublease or the obligations of Subtenant hereunder,
          or extend the Expiration Date, but in such case the Commencement Date
          will not occur and Subtenant shall not be obligated to pay Rent until
          possession of the Premises is tendered to Subtenant.

     3.3  The Term shall end on the Expiration Date. However, the Sublease may
          be terminated prior to the Expiration Date if the Master Lease is
          terminated for any cause whatsoever (and Master Landlord does not
          require Subtenant to attorn) or as provided elsewhere in this
          Sublease, and the Term shall end on such earlier termination.

4.   RENT

     4.1  The consideration payable by Subtenant for the Premises shall consist
          of the Base Rent under Section 4.2, the Additional Rent under Section
          4.3 and the Other Charges

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          under Section 4.4. Base Rent, Additional Rent and Other Charges are
          collectively referred to as "Rent." Subtenant's covenant to pay Rent
          shall be independent of every other covenant in this Sublease.

     4.2  Beginning on the Commencement Date and continuing thereafter on the
          first day of each month during the Term, Subtenant shall pay to
          Sublandlord in advance, and without notice, demand, deduction or
          offset, the monthly Base Rent specified in the Basic Sublease
          Provisions. Base Rent for any partial month will be prorated, based on
          a thirty (30) day month. Subtenant shall pay the first full month's
          Rent on the Execution Date, and if the Commencement Date is not the
          first day of the month, then Subtenant shall pay the prorated Rent for
          the first partial month on the Commencement Date.

     4.3  Throughout the Term, Subtenant also shall pay as "Additional Rent" an
          amount equal to Subtenant's Share (as specified in the Basic Sublease
          Provisions) of all additional rent payable by Sublandlord under the
          Master Lease, insofar as applicable to the period encompassed by the
          Term, to reimburse Master Landlord for taxes, insurance, operating
          expenses, common area maintenance charges, management fees, capital
          expenditures for required repairs or improvements, and/or other
          expenses incurred by Master Landlord in connection with the Building
          (collectively, "Master Lease Pass Through Costs"). To the extent
          Master Lease Pass Through Costs are payable on a monthly estimated
          basis, the Additional Rent in respect thereto shall be paid as and
          when Base Rent is due based on Master Landlord's estimates; and upon
          any reconciliation of estimated and actual Master Lease Pass Through
          Costs, the corresponding Additional Rent shall be adjusted between
          Sublandlord and Subtenant (with appropriate reimbursements or
          additional payments) within twenty (20) days after delivery to
          Subtenant of any reconciliation statement under the Master Lease. For
          purposes of calculating Additional Rent, Sublandlord shall be entitled
          to rely conclusively on Master Landlord's determination of estimated
          and actual Master Lease Pass Through Costs.

     4.4  Throughout the Term, Subtenant also shall pay within five (5) days
          after written notice from Sublandlord any other fees, charges or other
          sums due under the Master Lease (collectively, "Other Charges"). To
          the extent that utility consumption costs, including without
          limitation, electric and other charges incurred in connection with
          lighting, and providing electrical power and heating, ventilating and
          air conditioning service to the Premises are separately metered and
          billed directly to Subtenant, Subtenant shall be responsible for
          paying all such costs before delinquency as Other Charges. To the
          extent such utilities are not separately metered to the Premises and
          billed separately from Additional Rent, Subtenant shall pay such Other
          Charges prior to delinquency. Other Charges also include: (a) excess
          or after hours electrical service or heating, ventilating or air
          conditioning service supplied to the Premises; (b) services or
          benefits supplied to the Premises at Subtenant's request (or with
          Subtenant's acquiescence) for which Master Landlord reserves any right
          to impose a fee or charge separate from the Master Lease Pass Through
          Costs and actually imposes such fees or charges; (c) to reimburse
          Master Landlord for taxes on personal property, equipment and fixtures
          located in or about the Premises during the Term; (d) to pay for any
          damage to the Building resulting from the act or omission of


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          Subtenant or Subtenant's agents, employees or invitees; and (e)
          damages recoverable due to a default under the Master Lease which is
          the result of any Default or failure of performance by Subtenant under
          this Sublease.

     4.5  All Rent shall be paid to Sublandlord, or to such other person or such
          other place as Sublandlord may from time to time designate in writing.
          If any Rent is not paid when due, Subtenant shall pay a late charge to
          Sublandlord equal to all interest and late charges as Sublandlord
          would sustain under the Master Lease in the case of delinquent payment
          of any rent due under the Master Lease. Neither demand for, nor
          receipt of, any late charge called for under this Sublease shall (i)
          operate to waive any default by Subtenant or provide a substitute for
          Subtenant's full and timely performance of the obligation to pay Rent,
          or (ii) limit the exercise of any other right or remedy Sublandlord
          may have under this Sublease in case of Subtenant's Default.

     4.6  In the event of any casualty or condemnation affecting the Premises,
          Rent payable by Subtenant shall be proportionately abated, but only as
          to the portion of the Premises damaged or taken; and only to the
          extent that any amounts payable by Sublandlord under the Master Lease
          (the "Master Lease Rent") is abated or reduced with respect to the
          Premises. Subtenant shall have no right to terminate the Sublease in
          connection with any casualty or condemnation except to the extent that
          the Master Lease also is terminated as to the Premises or any material
          portion thereof.

5.   POSSESSION AND USE

     5.1  Except as otherwise expressly provided herein, Sublandlord subleases
          the Premises to Subtenant strictly in their present "as-is" and "with
          all faults" condition. Sublandlord represents that to Sublandlord's
          actual knowledge (but without duty of inquiry), the systems and
          equipment serving the Premises are in good working order and condition
          as of the Execution Date. Subtenant, by acceptance of possession of
          the Premises, conclusively acknowledges the Premises to be in good
          order and repair and in a tenantable condition.

     5.2  The Premises shall be used and occupied solely for Subtenant's Use as
          specified in the Basic Sublease Provisions. Subtenant shall not use or
          suffer or permit the Premises to be used for any other purpose except
          with Master Landlord's and Sublandlord's discretionary consent.

6.   SUBTENANT'S UTILITY, MAINTENANCE AND REPAIR OBLIGATIONS

     6.1  Subtenant shall be responsible for and shall pay before delinquency
          for all maintenance, repairs and replacements to the Premises and its
          equipment, to the extent Sublandlord is obligated to perform the same
          under the Master Lease.

     6.2  Subtenant shall comply with all laws and ordinances, and all orders,
          rules and regulations of all governmental authorities and of all
          insurance bodies and their fire prevention engineers at any time in
          force, applicable to the Premises or to Subtenant's particular use or
          manner of use thereof, to the extent Sublandlord is obligated to
          perform the same under the Master Lease.


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     6.3  Subtenant shall protect, defend, indemnify and hold Sublandlord
          harmless from all liability, loss, cost, damage, liens, costs or
          expenses imposed on Sublandlord or which Sublandlord may sustain or
          incur from Subtenant's failure to perform its obligations under this
          Section 6.

7.   SUBTENANT'S INSURANCE AND INDEMNITY

     7.1  Throughout the Term, Subtenant shall procure and maintain, at its own
          cost and expense, such commercial general liability insurance as is
          required to be carried by Sublandlord under the Master Lease, naming
          Sublandlord and Master Landlord, as an insured in the manner required
          therein, and such property insurance as is required to be carried by
          Sublandlord under the Master Lease to the extent such property
          insurance pertains to the Premises. If the Master Lease requires
          Sublandlord to insure leasehold improvements or alterations, then
          Subtenant shall insure such leasehold improvements, which are located
          in the Premises, as well as alterations in the Premises made by
          Subtenant. Subtenant shall furnish to Sublandlord a certificate of
          Subtenant's insurance required under this Section 7.l on or before the
          Commencement Date.

     7.2  Subtenant waives claims against Sublandlord for damage to property
          owned by Subtenant where such damage is covered under any policy of
          property damage insurance maintained (or required by this Sublease to
          be maintained) by Subtenant, unless such damage is caused solely by
          Sublandlord's gross negligence or willful misconduct. Subtenant hereby
          waives claims against Master Landlord and Sublandlord for death,
          injury, loss or damage of every kind and nature, if and to the extent
          that Sublandlord waives or releases such claims against Master
          Landlord under the Master Lease. Subtenant agrees to obtain, for the
          benefit of Master Landlord and Sublandlord, such waivers of
          subrogation rights from its insurer as are required of Sublandlord
          under the Master Lease.

     7.3  Subtenant agrees to protect, defend, indemnify and hold Sublandlord
          harmless from all losses, damages, liabilities and expenses which
          Sublandlord may incur, or for which Sublandlord may be liable to
          Master Landlord, arising from the acts or omissions of Subtenant, or
          any events occurring in or about the Premises during the Term, which
          are the subject matter of any indemnity or hold harmless of
          Sublandlord to Master Landlord under the Master Lease. Subtenant's
          obligations to protect, defend, indemnify and hold harmless
          Sublandlord under this Section 7.3 are in no way conditioned upon
          either (a) Subtenant's acts or omissions being a cause of any
          underlying claim, demand, action, loss or damage, or (b) Sublandlord
          being free of negligence or wrongful conduct in connection therewith;
          provided, however, that Subtenant shall not be required to indemnify
          or hold Sublandlord harmless to the extent it is established that
          Sublandlord's gross negligence or willful misconduct is the sole cause
          of any claim, demand, action, loss or damage.

8.   ASSIGNMENT OR SUBLETTING

     8.1  Except with the prior written consent of Master Landlord and
          Sublandlord, Subtenant shall not (a) assign, convey or mortgage this
          Sublease or any interest under it; (b)


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          allow any transfer thereof or any lien upon Subtenant's interest by
          operation of law; (c) further sublet the Premises or any part thereof
          or (d) permit the occupancy of the Premises or any part thereof by
          anyone other than Subtenant. Sublandlord's consent to an assignment of
          this Sublease shall not be unreasonably withheld, but Sublandlord may
          withhold consent to a further sublease of all or any part of the
          Premises in Sublandlord's sole discretion. If Sublandlord consents to
          any assignment of this Sublease or further subletting of the Premises,
          Sublandlord shall use reasonable efforts to obtain the consent of
          Master Landlord. All costs of obtaining Master Landlord's consent
          shall be borne by Subtenant.

     8.2  No permitted assignment shall be effective and no permitted sublease
          shall commence unless and until any default by Subtenant hereunder has
          been cured. No permitted subletting shall relieve Subtenant from
          Subtenant's obligations and agreements under this Sublease and
          Subtenant shall continue to be liable as a principal and not as a
          guarantor or surety, to the same extent as though no subletting had
          been made.

     8.3  Sublandlord shall have the same rights as are afforded Landlord under
          the Master Lease to terminate this Sublease and recapture the Premises
          in lieu of consenting to an assignment or sublease and, in connection
          with any assignment or sublease Sublandlord has approved, to receive
          all consideration payable thereunder which is in excess of the Rent
          payable under this Sublease.

9.   ALTERATIONS

     9.1  Subtenant shall not make any alterations in or additions to the
          Premises ("Alterations") if to do so would constitute a default under
          the Master Lease (without regard to any requirement of notice or cure
          period). If Subtenant's proposed Alterations would not constitute a
          default under the Master Lease, Sublandlord's consent thereto shall
          nonetheless be required, but Sublandlord's consent to such Alterations
          shall not be unreasonably withheld, and if Sublandlord consents
          thereto, Sublandlord shall use reasonable efforts to obtain the
          consent of Master Landlord if such consent is required under the
          Master Lease. If Alterations by Subtenant are permitted or consented
          to, Subtenant shall comply with all of the covenants of Sublandlord
          contained in the Master Lease pertaining to the performance of such
          Alterations. In addition, Subtenant shall indemnify, defend and hold
          harmless Sublandlord against liability, loss, cost, damage, liens and
          expense imposed on Sublandlord arising out of the performance of
          Alterations by Subtenant.

     9.2  Any permitted Alterations shall be made at Subtenant's sole cost and
          expense, including any cost to comply with applicable laws and
          regulations and any management or supervision fee charged by Master
          Landlord.

10.  CASUALTY OR EMINENT DOMAIN

     10.1 In the event of a fire or other casualty affecting the Building or the
          Premises, or of a taking of all or a part of the Building or the
          Premises under the power of eminent

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          domain, Sublandlord shall be entitled to exercise any right it may
          have to terminate the Master Lease without first obtaining the consent
          or approval of Subtenant.

     10.2 If the Master Lease imposes on Sublandlord the obligation to repair or
          restore leasehold improvements or alterations within the Premises,
          Subtenant shall be responsible for all such repair or restoration.

11.  SURRENDER

     11.1 On the Expiration Date, or upon the earlier termination of the
          Sublease or of Subtenant's right to possession of the Premises,
          Subtenant will at once surrender and deliver up the Premises, together
          with all improvements thereon, to Sublandlord in good condition and
          repair, reasonable wear and tear excepted; conditions existing because
          of Subtenant's failure to perform maintenance, repairs or replacements
          as required of Subtenant under this Sublease shall not be deemed
          "reasonable wear and tear." Said improvements shall include all
          plumbing, lighting, electrical, heating, cooling and ventilating
          fixtures and equipment. Subtenant shall surrender to Sublandlord all
          keys to the Premises and make known to Sublandlord the combination of
          all combination locks which Subtenant is permitted to leave on the
          Premises.

     11.2 If Subtenant performs any Alterations, Subtenant shall be obligated to
          remove such Alterations and restore the Premises to the condition
          existing on the Commencement Date (or on such earlier date as
          Subtenant first entered the Premises) if the Master Lease requires
          such removal and restoration by Sublandlord. Subtenant shall remove
          all other Alterations and all Subtenant Property (as defined in
          Section 11.4 below). Any remaining Alterations in or upon the Premises
          made by Subtenant, and any other remaining Subtenant Property shall
          become a part of and shall remain upon the Premises upon such
          termination without compensation, allowance or credit to Subtenant.
          Said right shall be exercisable by Sublandlord's giving written notice
          thereof to Subtenant not less than twenty (20) days prior to such
          Expiration Date or more than twenty (20) days after any earlier
          termination. Subtenant shall repair any damage occasioned by such
          removal or restoration. If Sublandlord or Master Landlord requires
          removal of any Alteration made by Subtenant, or a portion thereof, and
          Subtenant does not make such removal in accordance with this Section,
          Sublandlord may remove the same (and repair any damage occasioned
          thereby), and dispose thereof, or at its election, warehouse the same.
          Subtenant shall pay the reasonable costs of such removal, repair and
          warehousing on demand.

     11.3 As between Sublandlord and Subtenant, Subtenant shall not be required
          to remove any alterations performed by Sublandlord prior to the
          Commencement Date or to restore the Premises to their condition prior
          to Sublandlord's making of such alterations. If Sublandlord is
          required under the Master Lease to remove any alterations performed by
          Sublandlord prior to the Commencement Date, Subtenant shall permit
          Sublandlord to enter the Premises for a reasonable period of time,
          subject to such conditions as Subtenant may reasonably impose, for the
          purpose of removing such alterations and restoring the Premises as
          required by the Master Lease. However, if either Sublandlord or
          Subtenant reasonably determines that Sublandlord's entry


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          prior to the Expiration Date is not compatible with Subtenant's
          continued use of the Premises, then either party may terminate this
          Lease upon not less than ten (10) days written notice to the other,
          with such termination to be effective on the date of Sublandlord's
          re-entry into the Premises for the purpose of removing such
          alterations and restoring the Premises.

     11.4 On the Expiration Date, or upon the earlier termination of the
          Sublease or of Subtenant's right to possession of the Premises,
          Subtenant shall remove Subtenant's articles of personal property and
          fixtures incident to Subtenant's business ("Subtenant's Property");
          provided, however that Subtenant shall repair any injury or damage to
          the Premises which may result from such removal, and shall restore the
          Premises to the same condition as prior to the installation thereof,
          reasonable wear and tear excepted. If Subtenant does not remove
          Subtenant's Property from the Premises on or before the Expiration
          Date or the earlier termination of this Sublease, Sublandlord may, at
          its option, remove the same (and repair any damage occasioned thereby
          and restore the Premises as aforesaid) and dispose thereof or
          warehouse the same, and Subtenant shall pay the reasonable cost of
          such removal, repair, restoration or warehousing to Sublandlord on
          demand, or Sublandlord may treat said Subtenant's Property as having
          been conveyed to Sublandlord with this Sublease acting as a bill of
          sale therefor, without further payment or credit by Sublandlord to
          Subtenant.

12.  HOLDING OVER.

     12.1 Subtenant has no right to occupy the Premises or any portion thereof
          after the Expiration Date or after the termination of this Sublease or
          of Subtenant's right to possession hereunder. In the event Subtenant
          or any party claiming by, through or under Subtenant holds over,
          Sublandlord may exercise any and all remedies available to it at law
          or in equity to recover possession of the Premises, and to recover
          damages, including without limitation, damages payable by Sublandlord
          to Master Landlord by reason of such holdover.

     12.2 Without limiting Sublandlord's rights under Section 12.1, for each and
          every month or partial month that Subtenant or any party claiming by,
          through or under Subtenant remains in occupancy of all or any portion
          of the Premises after the Expiration Date or after the earlier
          termination of this Sublease or of Subtenant's right to possession,
          Subtenant shall pay, as minimum damages and not as a penalty, monthly
          rental at a rate equal to double the rate of Rent payable by Subtenant
          hereunder immediately prior to the Expiration Date or the earlier
          termination of this Sublease or of Subtenant's right to possession.
          The acceptance by Sublandlord of any lesser sum shall be construed as
          payment on account and not in satisfaction of damages for such holding
          over.

13.  ENCUMBERING TITLE

     13.1 Subtenant shall not do any act which in any way encumbers the title of
          Master Landlord in and to the Building nor shall the interest or
          estate of Master Landlord or Sublandlord be in any way subject to any
          claim by way of lien or encumbrance, whether by operation of law or by
          virtue of any express or implied contract by

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          Subtenant, or by reason of any other act or omission of Subtenant. Any
          claim to, or lien upon, the Premises or, the Building arising from any
          act or omission of Subtenant shall accrue only against the
          subleasehold estate of Subtenant and shall be subject and subordinate
          to the paramount title and rights of Master Landlord in and to the
          Building and the interest of Sublandlord in the Master Lease Premises.

     13.2 Without limiting the generality of Section 13.1, Subtenant shall not
          permit the Premises or the Building to become subject to any
          mechanics', laborers' or materialmen's lien on account of labor or
          material furnished to Subtenant or claimed to have been furnished to
          Subtenant in connection with work of any character performed or
          claimed to have been performed on the Premises by, or at the direction
          or sufferance of, Subtenant.

14.  SUBTENANT'S DEFAULT

     14.1 Any one or more of following events shall be considered a "Default" by
          Subtenant, as such term is used in this Sublease:

          14.1.1  Subtenant shall be adjudged an involuntary bankrupt, or a
                  decree or order approving, as properly filed, a petition or
                  answer filed against Subtenant asking reorganization of
                  Subtenant under the Federal bankruptcy laws as now or
                  hereafter amended, or under the laws of any State, shall be
                  entered, and any such decree or judgment or order shall not
                  have been vacated or stayed or set aside within thirty (30)
                  days from the date of the entry or granting thereof; or

          14.1.2  Subtenant shall file, or admit the jurisdiction of the court
                  and the material allegations contained in, any petition in
                  bankruptcy, or any petition pursuant or purporting to be
                  pursuant to the Federal Bankruptcy laws now or hereafter
                  amended, or Subtenant shall institute any proceedings for
                  relief of Subtenant under any bankruptcy or insolvency laws
                  or any laws relating to the relief of debtors, readjustment
                  of indebtedness, re-organization, arrangements, composition
                  or extension; or

          14.1.3  Subtenant shall make any assignment for the benefit of
                  creditors or shall apply for or consent to the appointment
                  of a receiver for Subtenant or any of the property of
                  Subtenant; or

          14.1.4  Subtenant shall admit in writing its inability to pay its
                  debts as they become due; or

          14.1.5  A decree or order appointing a receiver of the property of
                  Subtenant shall be made and such decree or order shall not
                  have been vacated, stayed or set aside within fifteen (15)
                  days from the date of entry or granting thereof; or


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          14.1.6  Subtenant shall vacate or abandon the Premises during the
                  Term, other than with the consent of Sublandlord, or assign
                  this Sublease or further sublet the Premises other than in
                  strict accordance with Section 8; or

          14.1.7  Subtenant fails to make any payment of Rent as and when the
                  same is due and payable, provided, however, that upon two
                  occasions during every twelve (12) months of the Term,
                  Tenant shall receive notice from Sublandlord of delinquency
                  in the payment of Rent and Subtenant shall have a three (3)
                  day cure period from the date of delivery of such notice
                  before Tenant is in default; or

          14.1.8  Subtenant fails to secure insurance or to provide proper
                  evidence of insurance as set forth in Section 7 of this
                  Sublease or fails to keep the Premises or the Building free
                  of lien claims as set forth in Section 13 of this Sublease
                  and either such failure continues for more than fifteen (15)
                  days after written notice thereof to Subtenant, with such
                  fifteen (15) days subject to extension by Sublandlord in the
                  event Sublandlord agrees that more than fifteen (15) days
                  are reasonably required to cure, and so long as Subtenant
                  diligently pursues such cure, provided further than in no
                  event shall a cure period exceed sixty (60) days; or

          14.1.9  Subtenant, by its act or omission, causes an event or
                  condition under the Master Lease which either is a default
                  thereunder or, subject only to the delivery of any required
                  notice or passage of any cure or grace period, would
                  constitute a default thereunder; or

          14.1.10 Subtenant fails to fulfill, keep, observe or perform any of
                  the other covenants and obligations herein contained to be
                  fulfilled, kept, observed and performed by Subtenant, and
                  such failure continues for more than fifteen (15) days after
                  notice thereof in writing to Subtenant.

     14.2 Upon the occurrence of any one or more Default(s), Sublandlord may
          exercise any remedy against Subtenant which Master Landlord may
          exercise for default by Sublandlord under the Master Lease. Without
          limiting the generality of the foregoing, Sublandlord may exercise the
          damage remedies available under California Civil Code Sections 1951.2
          and 1951.4 or any similar or successor statute which provides that a
          lessor may continue a lease in effect and recover damages as they
          become due.

15.  PROVISIONS REGARDING MASTER LEASE

     15.1 This Sublease and all rights of the parties hereunder, are subject and
          subordinate to all of the terms, covenants and conditions of the
          Master Lease, except that Sections 2, 3, 6.A, 7.E., 7.F, 40 and 41 of
          the Master Lease shall be excluded. Each party agrees that it will
          not, by its act or omission to act, cause a default under the Master
          Lease. In furtherance of the foregoing, the parties hereby
          acknowledge, each to the other, that it is not practical in this
          Sublease to enumerate all of the rights and obligations of the various
          parties under the Master Lease and specifically to allocate those
          rights and obligations in this Sublease. Accordingly, in order to
          afford to Subtenant the benefits


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          of this Sublease and of those provisions of the Master Lease which by
          their nature are intended to benefit the party in possession of the
          Premises, and in order to protect Sublandlord against a Default by
          Subtenant which might cause a default by Sublandlord under the Master
          Lease, Sublandlord and Subtenant covenant and agree as set forth in
          Sections 15.2 through 15.9 below.

     15.2 Subtenant shall timely pay all Rent as and when due under this
          Sublease and Sublandlord shall pay, as and when due, all Master Lease
          Rent.

     15.3 Except as otherwise expressly provided in this Sublease, Sublandlord
          shall perform its covenants and obligations under the Master Lease
          which do not require for their performance possession of the Premises
          and which are not otherwise to be performed hereunder by Subtenant on
          behalf of Sublandlord.

     15.4 Except as otherwise expressly provided in this Sublease, Subtenant
          shall perform all affirmative covenants and shall refrain from
          performing any act which is prohibited by the negative covenants of
          the Master Lease, where the obligation to perform or refrain from
          performing is by its nature imposed upon the party in possession of
          the Premises. If practicable, Subtenant shall perform affirmative
          covenants which are also covenants of Sublandlord under the Master
          Lease at least five (5) days prior to the date when Sublandlord's
          performance is required under the Master Lease. Sublandlord shall have
          the right to enter the Premises to cure any Default by Subtenant for
          its failure to act in accordance with this Section.

     15.5 Except as otherwise expressly provided in this Sublease, so long as
          Subtenant is not in Default, Sublandlord shall not agree to an
          amendment to the Master Lease which materially adversely effects
          Subtenant's occupancy of the Premises, unless Sublandlord shall first
          obtain Subtenant's prior written approval to such amendment (which
          approval shall not be unreasonable withheld). However, it is expressly
          agreed that: (a) the foregoing shall not prevent Sublandlord from
          entering into any agreement or amendment with Master Landlord which
          terminates the Master Lease with respect to the Premises in lieu of
          Master Landlord granting its consent to this Sublease; (b) if without
          the fault of Sublandlord the Master Lease should terminate prior to
          the Expiration Date, Sublandlord shall have no liability to Subtenant;
          and (c) to the extent the Master Lease grants Sublandlord any
          discretionary right to terminate the Master Lease, whether due to
          casualty, condemnation, or otherwise, Sublandlord shall be entitled to
          exercise or not exercise such right in its sole and absolute
          discretion. Subject to the limitations expressed above or elsewhere in
          this Sublease, so long as Subtenant is not in Default, Subtenant's
          quiet and peaceable enjoyment of the Premises shall not be disturbed
          or interfered with by Sublandlord, or by any person claiming by,
          through, or under Sublandlord.

     15.6 Sublandlord grants to Subtenant the right, so long as Subtenant is not
          in Default, to receive all of the services and benefits with respect
          to the Premises which are to be provided by Master Landlord under the
          Master Lease. Sublandlord shall have no duty to perform any
          obligations of Master Landlord which are, by their nature, the
          obligation of an owner or manager of real property. By way of
          illustration and not limitation, Sublandlord shall not be required to
          provide any services (including

                                       11

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          janitorial, utilities, HVAC service, security, or use of common areas
          or parking facilities) or to perform any maintenance or repairs which
          Master Landlord is or may be required to provide or perform under the
          Master Lease. Sublandlord shall have no responsibility for or be
          liable to Subtenant for any default, failure or delay on the part of
          Master Landlord in the performance or observance by Master Landlord of
          any of its obligations under the Master Lease, nor shall such default
          by Master Landlord affect this Sublease or waive or defer the
          performance of any of Subtenant's obligations under this Sublease,
          including without limitation the obligation to pay Rent; and Subtenant
          hereby expressly waives the provisions of any statute, ordinance or
          judicial decision, now or hereafter in effect, which would give
          Subtenant the right to make repairs at the expense of Sublandlord, or
          to claim any actual or constructive eviction by virtue of any
          interruption in access, services or utilities to, or any failure to
          make repairs in or to, the Premises or the Building. Notwithstanding
          the foregoing, the parties do contemplate that Master Landlord will,
          in fact, perform its obligations under the Master Lease and in the
          event of any default or failure of such performance by Master
          Landlord, Sublandlord agrees that it will, upon notice from Subtenant,
          make demand upon Master Landlord to perform its obligations under the
          Master Lease and, provided that Subtenant specifically agrees to pay
          all costs and expenses of Sublandlord and provides Sublandlord with
          security reasonably satisfactory to Sublandlord to pay such costs and
          expenses, Sublandlord will take appropriate legal action to enforce
          the Master Lease.

     15.7 Any non-liability, release, limitation of liability, indemnity or hold
          harmless provision in the Master Lease for the benefit of Master
          Landlord shall be deemed to apply under this Sublease and inure to the
          benefit of both Sublandlord and Master Landlord.

     15.8 If Subtenant desires to take any action which requires the consent of
          Master Landlord under the terms of the Master Lease, then,
          notwithstanding anything to the contrary herein: (a) Sublandlord,
          independently, shall have the same rights of approval or disapproval
          as Master Landlord has under the Master Lease; (b) Subtenant shall not
          take any such action until it obtains the consent of both Sublandlord
          (whose consent shall not be unreasonably withheld) and Master
          Landlord; and (c) Subtenant shall request that Sublandlord obtain
          Master Landlord's consent on Subtenant's behalf and Sublandlord shall
          use commercially reasonable efforts to obtain such consent. Subtenant
          shall pay all costs reasonably incurred by Sublandlord in seeking or
          procuring Master Landlord's consent. Any approval or consent required
          of Sublandlord conclusively shall be deemed reasonably withheld if
          approval or consent also is required of the Master Landlord, and
          Master Landlord fails to give Master Landlord's approval or consent.

     15.9 Subtenant shall protect, defend, indemnify and hold harmless
          Sublandlord from any and all liability, damages, liabilities, claims
          proceedings, actions, demands and costs (including reasonable
          attorneys' fees) resulting, directly or indirectly, from Subtenant's
          Default under the Sublease.

16.  MASTER LANDLORD'S CONSENT

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<Page>


     16.1 This Sublease and the obligations of the parties hereunder are
          expressly conditioned upon Sublandlord's obtaining prior written
          consent hereto by Master Landlord. Subtenant shall promptly deliver to
          Sublandlord any information reasonably requested by Master Landlord
          (in connection with Master Landlord's approval of this Sublease) with
          respect to the nature and operation of Subtenant's business and/or the
          financial condition of Subtenant.

     16.2 Sublandlord and Subtenant hereby agree, for the benefit of Master
          Landlord, that this Sublease and Master Landlord's consent hereto
          shall not (a) create privity of contract between Master Landlord and
          Subtenant; (b) be deemed to have amended the Master Lease in any
          regard (unless Master Landlord shall have expressly agreed writing to
          such amendment); or (c) be construed as a waiver of Master Landlord's
          right to consent to any assignment of the Master Lease by Sublandlord
          or any further subletting of the Premises, or as a waiver of Master
          Landlord's right to consent to any assignment by Subtenant of this
          Sublease or any sub-subletting of the Premises or any part thereof.
          Master Landlord's consent shall, however, be deemed to evidence Master
          Landlord's agreement that Subtenant shall be entitled to waiver of
          claims and of the right of subrogation for damage to Master Landlord's
          property if and to the extent that the Master Lease provides such
          waivers for the benefit of Sublandlord.

     16.3 If Master Landlord fails to consent to this Sublease within thirty
          (30) days after the Execution Date, either party shall have the right
          to terminate this Sublease by giving written notice thereof to the
          other at any time thereafter, but before Master Landlord grants such
          consent.

17.  NOTICES

     17.1 All notices which may or are required to be given by either party to
          the other shall be in writing and shall be deemed given when received
          or refused if personally delivered, or if sent by United States
          registered or certified mail, postage prepaid, return receipt
          requested, or if sent by a nationally recognized overnight commercial
          courier service providing receipted delivery, in any such case (a) if
          to Subtenant, addressed to Subtenant at the address specified in the
          Basic Sublease Provisions or at such other place as Subtenant may from
          time to time designate by notice in writing to Sublandlord (provided,
          however, if Subtenant has abandoned the Premises, any such notice may
          be properly sent to Subtenant's agent for service of process), or (b)
          if for Sublandlord, addressed to Sublandlord at the address specified
          in the Basic Sublease Provisions or at such other place as Sublandlord
          may from time to time designate by notice in waiting to Subtenant.
          Each party agrees promptly to deliver a copy of any notice, demand,
          request, consent or approval received from Master Landlord.

     17.2 Any notice delivered by Sublandlord in connection with, or as a
          precondition to, a Default by Subtenant shall be in lieu of and not in
          addition to any notice to pay rent or notice to perform covenant
          required under law.

18.  MISCELLANEOUS


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     18.1 Sublandlord, as the tenant under the Master Lease identified in
          Section 1.3 above, represents and warrants to Subtenant that: (a)
          EXHIBIT A to this Sublease is a full and complete copy of the Master
          Lease; (b) the Master Lease, as of the Execution Date, is in full
          force and effect and constitutes the entire agreement of Master
          Landlord and Sublandlord relating to the lease of the Premises, and
          (c) to the actual knowledge of Sublandlord (without duty of inquiry),
          there exists no event of default under the Master Lease and there
          exists no event which would constitute an event of default under the
          Master Lease but for the giving of any required notice and passage of
          any applicable grace or cure period; (d) the person or persons
          executing this Sublease for Sublandlord are fully authorized to so act
          and no other action is required to bind Sublandlord to this Sublease;
          (e) Sublandlord has the right and power to execute and deliver this
          Sublease and to perform its obligations hereunder, subject only to
          Master Landlord's consent and (f) this Sublease constitutes the legal,
          valid and binding agreement of Sublandlord and is enforceable in
          accordance with its terms.

     18.2 Subtenant represents and warrants to Sublandlord that: (a) Subtenant
          is familiar with the provisions of the Master Lease insofar as they
          pertain to the Premises and Subtenant's use and occupation thereof
          under this Sublease; (b) Subtenant has the right and power to execute
          and deliver this Sublease and to perform its obligations hereunder;
          (c) the person or persons executing this Sublease for Subtenant are
          fully authorized to so act and no other action is required to bind
          Subtenant to this Sublease; (d) Subtenant is duly organized and in
          good standing in its state of formation and is authorized to conduct
          business in the state where the Premises are located and (e) this
          Sublease constitutes the legal, valid and binding agreement of
          Subtenant and is enforceable in accordance with its terms.

     18.3 The Security Deposit to be presented by Subtenant for this Sublease
          shall be in the form of an unconditional, irrevocable letter of credit
          ("LOC") to be delivered by Subtenant to Sublandlord as soon as
          possible and before the Commencement Date for an initial term
          extending thirty (30) days beyond the expiration date of this Sublease
          or any extension thereto. The form of the LOC shall be acceptable to
          Sublandlord and shall be issued by an LOC bank selected by Subtenant
          and approved by Sublandlord. The LOC shall expressly state that it
          shall survive termination of this Sublease until Master Landlord has
          returned Sublandlord's Security Deposit and Letter of Credit provided
          by Sublandlord under the Master Lease. An LOC bank is a bank that
          accepts deposits, maintains accounts, has a local office that will
          negotiate a letter of credit, and the deposits of which are insured by
          the Federal Deposit Insurance Corporation. Subtenant shall pay all
          expenses, points, or fees incurred by Subtenant in obtaining the LOC.
          The LOC shall not be mortgaged, assigned or encumbered in any manner
          whatsoever by Subtenant without the prior written consent of
          Sublandlord. Subtenant understands and acknowledges that Sublandlord
          has the right to transfer or mortgage its interest in the Lease and
          that in the event of any such transfer or mortgage, Sublandlord shall
          have the right to transfer or assign the LOC to the transferee or
          mortgagee, and in the event of such transfer, Subtenant shall look to
          such transferee or mortgagee for the return of the LOC.

     18.4 On the Execution Date, Subtenant shall deposit with Sublandlord the
          Security Deposit in the amount specified in the Basic Sublease
          Provisions, as security for the full and


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<Page>

          faithful performance of every provision of this Sublease to be
          performed by Subtenant. If Subtenant Defaults with respect to any
          provision of this Sublease, including but not limited to the
          provisions relating to the payment of Rent, Sublandlord may use, apply
          or retain all or any part of the Security Deposit for the payment of
          any Rent or any other amount which Sublandlord may spend or become
          obligated to spend by reason of Subtenant's Default, to repair damages
          to any part of the Premises or the Building, to clean the Premises or
          to compensate Sublandlord for any other loss or damage which
          Sublandlord may suffer by reason of Subtenant's Default. Sublandlord
          shall not be required to keep the Security Deposit separate from its
          general funds, and Subtenant shall not be entitled to interest on the
          Security Deposit. If Subtenant shall fully and faithfully perform
          every provision of this Sublease to be performed by it, the Security
          Deposit or any balance thereof shall be returned to Subtenant within
          three weeks of the Expiration Date or such earlier termination of this
          Sublease.

     18.5 Subtenant agrees to comply with all rules and regulations that Master
          Landlord has made or may hereafter from time to time make for the
          Building. Sublandlord shall not be liable in any way for damage caused
          by the non-observance by any of the other tenants of such similar
          covenants in their leases or of such rules and regulations.

     18.6 Each party warrants to the other that it has had no dealings with any
          broker or agent in connection with this Sublease, except those Brokers
          specified in the Basic Sublease Provisions. Each party covenants to
          protect, defend, indemnify and hold harmless the other party from and
          against any and all costs (including reasonable attorneys' fees),
          expense or liability for any compensation, commission and charges
          claimed by any broker or other agent, other than the Brokers, with
          respect to this Sublease or the negotiation thereof on behalf of such
          party.

     18.7 Sublandlord shall not be deemed in default with respect to any of the
          terms, covenants and conditions of this Sublease on Sublandlord's part
          to be performed, if Sublandlord's failure to timely perform same is
          due in whole or in part to any strike, lockout, labor trouble (whether
          legal or illegal), civil disorder, failure of power, restrictive
          governmental laws and regulations, riots, insurrections, war,
          shortages accidents, casualties, acts of God, acts caused directly by
          Subtenant or Subtenant's agents, employees and invitees or any other
          cause beyond that reasonable control of Sublandlord.

     18.8 On the Commencement Date, Subtenant shall reimburse Sublandlord for
          any fees or consideration which Sublandlord is required to pay to
          Master Landlord under the Master Lease on account of its consideration
          of Sublandlord's request to enter into this Sublease.

     18.9 During the Term, Subtenant shall be allowed to use the furniture
          systems which are located in the Premises and described in EXHIBIT B
          to this Sublease (the "Furniture"). The Furniture is made available
          for Subtenant's use on an "as is" and "with all faults" basis, and
          Sublandlord shall have no obligation to alter or repair the Furniture
          in anticipation of Subtenant's use. No separate charge shall be
          payable for Subtenant's use of the Furniture, but such right of use
          shall end upon the Expiration Date or the


                                       15

<Page>

          earlier termination of this Sublease or Subtenant's right to
          possession of the Premises. During the Term, Subtenant shall (a)
          insure the Furniture against loss, (b) maintain the Furniture in good
          condition and repair, (c) not remove the Furniture from the Premises
          except with Sublandlord's consent, and (d) bear all risk of loss to
          the Furniture.

19.  RENT ADJUSTMENT

         Rent for the Premises shall increase annually as follows: Months 25-36
         of the Master Lease $141,965 plus Operating Expenses as set forth
         above, Months 37-48 of the Master Lease $147,050 plus Operating
         Expenses as set forth above, Months 49-60 of the Master Lease $152,288
         plus Operating Expenses as set forth above, Months 61-72 of the Master
         Lease $157,682 plus Operating Expenses as set forth above, Months 73-84
         of the Master Lease $163,239 plus Operating Expenses as set forth
         above, Months 85-96 of the Master Lease $168,962 plus Operating
         Expenses as set forth above, Months 97-108 of the Master Lease $174,856
         plus Operating Expenses as set forth above, and Months 109-120 of the
         Master Lease $180,928 plus Operating Expenses as set forth above.

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease on the
dates set forth below, intending to be bound hereby.

<Table>
<S>                                                          <C>
SUBLANDLORD:                                                 SUBTENANT:

                                                             e-centives, Inc.
                                                             a Delaware corporation
By: /s/ JERRY KENNELLY
   ---------------------------------------------
    Name: Jerry Kennelly
    Its:  Executive Vice President and Chief               By: /s/ KAMRAN AMJADI
          Financial Officer                                    ---------------------------------
                                                               Name: Kamran Amjadi
Date: March 28, 2001                                           Its:  Chairman and Chief Executive
     -------------------------------------------                     Officer

                                                           Date:  March 28, 2001
                                                                  ------------------------------
                                                                  [MUST BE CEO, CHAIRMAN OF THE BOARD,
                                                                  PRESIDENT OR VICE PRESIDENT]

</Table>

                                       16

<Page>

                                    EXHIBIT A

                                  MASTER LEASE



                                       17

<Page>

                                    EXHIBIT B

                                    FURNITURE



                                       18