<PAGE>
                                                                   Exhibit 10.69


                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

                                 LEASE AGREEMENT

      THIS LEASE, made this 19TH DAY OF JULY, 2001, between WESTPORT JOINT
VENTURE, A CALIFORNIA JOINT VENTURE, hereinafter called Landlord, and GUPTA
TECHNOLOGIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY, hereinafter called
Tenant.

                                   WITNESSETH:

      Landlord hereby leases to Tenant and Tenant hereby hires and takes from
Landlord those certain premises (the "Premises") outlined in Red on Exhibit A,
attached hereto and incorporated herein by this reference thereto more
particularly described as follows:

A portion of that certain 48,384+ or - square foot, two-story building located
at 975 ISLAND DRIVE, SUITE 102, REDWOOD CITY, CALIFORNIA 94065, consisting of
approximately 6,319+ or - SQUARE FEET ON THE FIRST FLOOR OF THE BUILDING. Said
Premises is more particularly shown within the area outlined in Red on Exhibit A
attached hereto. The entire parcel, of which the Premises is a part, is shown
within the area outlined in Green on Exhibit A attached. The Premises IS LEASED
ON AN "AS-IS" BASIS, in its present condition, and in the configuration as shown
in Red on Exhibit B attached hereto.

As used herein the Complex shall mean and include all of the land outlined in
Green and described in Exhibit A attached hereto, common area private roads
within the Complex, and all of the buildings, improvements, fixtures and
equipment now or hereafter situated on said land. The gross leasable area of the
building shall be measured from outside of exterior walls to outside of exterior
walls, and shall include any atriums, covered entrances or egresses and covered
building loading areas.

      Said letting and hiring is upon and subject to the terms, covenants and
conditions hereinafter set forth and Tenant covenants as a material part of the
consideration for this Lease to perform and observe each and all of said terms,
covenants and conditions. This Lease is made upon the conditions of such
performance and observance.

      1. USE. Tenant shall use the Premises only in conformance with applicable
governmental laws, regulations, rules and ordinances for the purpose of general
office and storage uses necessary for Tenant to conduct Tenant's business,
provided that such uses shall be in accordance with all current and future
applicable governmental laws and ordinances and zoning restrictions, and for no
other purpose. Tenant shall not do or permit to be done in or about the Premises
or the Complex nor bring or keep or permit to be brought or kept in or about the
Premises or the Complex anything which is prohibited by or will in any way
increase the existing rate of (or otherwise affect) fire or any insurance
covering the Complex or any part thereof, or any of its contents, or will cause
a cancellation of any insurance covering the Complex or any part thereof, or any
of its contents. Tenant shall not do or permit to be done anything in, on or
about the Premises or the Complex which will in any way obstruct or interfere
with the rights of other tenants or occupants of the Complex or injure or annoy
them, or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises or the Complex. No sale by auction
shall be permitted on the Premises. Tenant shall not place any loads upon the
floors, walls, or ceiling which endanger the structure, or place any harmful
fluids or other materials in the drainage system of the building, or overload
existing electrical or other mechanical systems. No waste materials or refuse
shall be dumped upon or permitted to remain upon any part of the Premises or
outside of the building in which the Premises are a part, except in trash
containers placed inside exterior enclosures designated by Landlord for that
purpose or inside of the building proper where designated by Landlord. No
materials, supplies, equipment, finished products or semi-finished products, raw
materials or articles of any nature shall be stored upon or permitted to remain
outside the Premises or on any portion of the common area of the Complex. Tenant
shall not place anything or allow anything to be placed near the glass of any
window, door partition or wall which may appear unsightly from outside the
Premises. No loudspeaker or other device, system or apparatus which can be heard
outside the Premises shall be used in or at the Premises without the prior
written consent of Landlord. Tenant shall not commit or suffer to be committed
any waste in or upon the Premises. Tenant shall indemnify, defend and hold
Landlord harmless against any loss, expense, damage, reasonable attorneys' fees,
or liability arising out of failure of Tenant to comply with any applicable law
for which Tenant is obligated to comply under the terms of this Lease. Tenant
shall comply with any covenant, condition, or restriction ("CC&R's") affecting
the Premises. There

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<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

are no CC&R's affecting the Premises at the time of Lease execution. In the
event CC&R's are subsequently implemented, Landlord shall provide a copy of said
CC&R's to Tenant. The provisions of this Paragraph are for the benefit of
Landlord only and shall not be construed to be for the benefit of any Tenant or
occupant of the Complex.

      2. TERM

      A.    The Term of this Lease shall be for a period of FIVE (5) YEARS
(unless sooner terminated as hereinafter provided) and, subject to Paragraphs
2B, 2C and 3, SHALL COMMENCE ON THE 1ST DAY OF SEPTEMBER, 2001 (THE
"COMMENCEMENT DATE") AND END ON THE 31ST DAY OF AUGUST, 2006.

      B.    Possession of the Premises shall be tendered by Landlord to Tenant
and the Term of the Lease shall commence on September 1, 2001 or as otherwise
agreed in writing.

      C.    Lease Contingent Upon Landlord Obtaining Termination Agreement with
Current Tenant: This Lease is subject to and conditional upon Landlord obtaining
from Centura Corporation ("Centura"), the current tenant occupying the Premises
leased hereunder, a Termination Agreement related to the Premises satisfactory
to Landlord on or before August 31, 2001. In the event Landlord is unable to
obtain said satisfactory Termination Agreement on or before August 31, 2001,
this Lease Agreement shall, at Landlord's option (a) be rescinded, or (b) the
Commencement Date hereof shall be modified to reflect the date Landlord so
obtains said satisfactory Termination Agreement and receives possession of the
Premises hereunder free and clear of Centura's occupancy; provided, however,
that said period of delay caused by Centura shall not extend beyond October 31,
2001. In the event this Lease does not commence by November 1, 2001 (subject
only to the delays covered in Paragraph 3) this Lease shall be automatically
rescinded.

      It is agreed in the event said Lease commences on a date other than the
first day of the month the Term of the Lease will be extended to account for the
number of days in the partial month. The Basic Rent during the resulting partial
month will be pro-rated (for the number of days in the partial month) at the
Basic Rent rate scheduled for the projected Commencement Date as shown in
Paragraph 4A.

      3. POSSESSION. If Landlord, for any reason whatsoever, cannot deliver
possession of said Premises to Tenant at the commencement of the said Term, as
hereinbefore specified, this Lease shall not be void or voidable; no obligation
of Tenant shall be affected thereby; nor shall Landlord or Landlord's agents be
liable to Tenant for any loss or damage resulting therefrom; but in that event
the commencement and termination dates of the Lease, and all other dates
affected thereby shall be revised to conform to the date of Landlord's delivery
of possession, as specified in Paragraph 2B above. The above is, however,
subject to the provision that the period of delay of delivery of the Premises
shall not exceed sixty (60) days from the Commencement Date herein (except those
delays caused by Acts of God, strikes, war, utilities, governmental bodies,
weather, unavailable materials, and delays beyond Landlord's control shall be
excluded in calculating such period) in which instance Tenant, at its option,
may, by written notice to Landlord, terminate this Lease; provided Tenant
submits said notice to Landlord prior to the expiration of said 60 day period.

      4. RENT

      A.    Basic Rent. Tenant agrees to pay to Landlord at such place as
Landlord may designate without deduction, offset, prior notice, or demand, and
Landlord agrees to accept as Basic Rent for the Leased Premises the total sum of
ONE MILLION ONE HUNDRED EIGHTEEN THOUSAND FOUR HUNDRED SIXTY THREEAND NO/100
Dollars ($1,118,463.00)in lawful money of the United States of America, payable
as follows:

      Upon Tenant's execution of this Lease, the sum of SEVENTEEN THOUSAND THREE
HUNDRED SEVENTY SEVEN AND 25/100 DOLLARS ($17,377.25) shall be due, representing
the Basic Rent for the period of September 1, 2001 through September 30, 2001.

      On October 1, 2001, the sum of SEVENTEEN THOUSAND THREE HUNDRED SEVENTY
SEVEN AND 25/100 DOLLARS ($17,377.25) shall be due, and a like sum due on the
first day of each month thereafter, through and including August 1, 2002.

      On September 1, 2002, the sum of EIGHTEEN THOUSAND NINE AND 15/100 DOLLARS
($ 18,009.15) shall be due, and a like sum due on the first day of each month
thereafter, through and including August 1, 2003.

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<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

      On September 1, 2003, the sum of EIGHTEEN THOUSAND SIX HUNDRED FORTY ONE
AND 05/100 DOLLARS ($18,641.05) shall be due, and a like sum due on the first
day of each month thereafter, through and including August 1, 2004.

      On September 1, 2004, the sum of NINETEEN THOUSAND TWO HUNDRED SEVENTY TWO
AND 95/100 DOLLARS ($19,272.95) shall be due, and a like sum due on the first
day of each month thereafter, through and including August 1, 2005.

      On September 1, 2005, the sum of NINETEEN THOUSAND NINE HUNDRED FOUR AND
85/100 DOLLARS ($19,904.85) shall be due, and a like sum due on the first day of
each month thereafter, through and including August 1, 2006; or until the entire
aggregate sum of ONE MILLION ONE HUNDRED EIGHTEEN THOUSAND FOUR HUNDRED SIXTY
THREEAND NO/100 DOLLARS ($1,118,463.00)has been paid.

      B.    Time for Payment. Full monthly Rent is due in advance on the first
day of each calendar month. In the event that the Term of this Lease commences
on a date other than the first day of a calendar month, on the date of
commencement of the Term hereof Tenant shall pay to Landlord as Rent for the
period from such date of commencement to the first day of the next succeeding
calendar month that proportion of the monthly Rent hereunder for the number of
days between such date of commencement and the first day of the next succeeding
calendar month. In the event that the Term of this Lease for any reason ends on
a date other than the last day of a calendar month, on the first day of the last
calendar month of the Term hereof Tenant shall pay to Landlord as Rent for the
period from said first day of said last calendar month to and including the last
day of the Term hereof that proportion of the monthly Rent hereunder for the
number of days between said first day of said last calendar month and the last
day of the Term hereof.

      C.    Late Charge. Notwithstanding any other provision of this Lease, if
Tenant is in default in the payment of Rent as set forth in this Paragraph 4
when due, or any part thereof, Tenant agrees to pay Landlord, in addition to the
delinquent Rent due, a late charge for each Rent payment in default ten (10)
days. Said late charge shall equal ten percent (10%) of each Rent payment so in
default.

      D.    Additional Rent. Beginning with the Commencement Date of the Term of
this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in
addition to the Basic Rent and as Additional Rent the following:

            (a)   Tenant's proportionate share of all Taxes relating to the
Complex and Premises as set forth in Paragraph 13, and

            (b)   Tenant's proportionate share of all insurance premiums and
deductibles relating to the Complex and Premises, as set forth in Paragraph 17,
and

            (c)   Tenant's proportionate share of expenses for the operation,
management, maintenance, and repair of the Building (including common areas of
the Building) and Common Areas of the Complex in which the Premises are located
as set forth in Paragraph 7, and

            (d)   All charges, costs and expenses, which Tenant is required to
pay hereunder, together with all interest and penalties, costs and expenses
including reasonable attorneys' fees and legal expenses, that may accrue thereto
in the event of Tenant's failure to pay such amounts, and all damages,
reasonable costs and expenses which Landlord may incur by reason of default of
Tenant or failure on Tenant's part to comply with the terms of this Lease. In
the event of nonpayment by Tenant of Additional Rent, Landlord shall have all
the rights and remedies with respect thereto as Landlord has for nonpayment of
Rent.

      The Additional Rent due hereunder shall be paid to Landlord or Landlord's
agent (i) within five days for taxes and insurance and within thirty (30) days
for all other Additional Rent items after presentation of invoice from Landlord
or Landlord's agent setting forth such Additional Rent (notwithstanding anything
to the contrary herein, Landlord shall not be required to submit ongoing monthly
statements to Tenant reflecting amounts owed as Additional Rent) and/or (ii) at
the option of Landlord, Tenant shall pay to Landlord monthly, in advance,
Tenant's prorata share of an amount estimated by Landlord to be Landlord's
approximate average monthly expenditure for such Additional Rent items, which
estimated amount shall be reconciled within one hundred twenty (120) days of the
end of each calendar year or more frequently if

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<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

Landlord elects to do so at Landlord's sole and absolute discretion as compared
to Landlord's actual expenditure for said Additional Rent items, with Tenant
paying to Landlord, upon demand, any amount of actual expenses expended by
Landlord in excess of said estimated amount, or Landlord crediting to Tenant
(providing Landlord may withhold any amount thereof required to cure Tenant's
default in the performance of any of the terms, covenants and conditions of this
Lease) any amount of estimated payments made by Tenant in excess of Landlord's
actual expenditures for said Additional Rent Items. Within thirty (30) days
after receipt of Landlord's reconciliation, Tenant shall have the right, at
Tenant's sole expense, to audit, at a mutually convenient time at Landlord's
office, Landlord's records specifically limited to the foregoing expenses. Such
audit must be conducted by Tenant or an independent nationally recognized
accounting firm that is not being compensated by Tenant or other third party on
a contingency fee basis. Tenant shall submit to Landlord a complete copy of said
audit at no expense to Landlord and a written notice stating the results of said
audit, and if such notice by Tenant and the respective audit reveals that
Landlord has overcharged Tenant, and the audit is not challenged by Landlord,
the amount overcharged shall be credited to Tenant's account within thirty (30)
days after completion of Landlord's review and approval of said audit.

      E.    Fixed Management Fee. Beginning with the Commencement Date of the
Term of this Lease, Tenant shall pay to Landlord, in addition to the Basic Rent
and Additional Rent, a fixed monthly management fee ("Management Fee") equal to
three percent (3%) of the Basic Rent due for each month during the Lease Term.
Said Management Fee shall be paid by Tenant to A&P Property Management Company
at 2560 Mission College Blvd., Suite 101, Santa Clara, California 95054.

      The reference to "Rent" in this Paragraph 4 includes Basic Rent,
Additional Rent, and fixed Management Fee. The respective obligations of
Landlord and Tenant under this Paragraph shall survive the expiration or other
termination of the Term of this Lease, and if the Term hereof shall expire or
shall otherwise terminate on a day other than the last day of a calendar year,
the actual Additional Rent incurred for the calendar year in which the Term
hereof expires or otherwise terminates shall be determined and settled on the
basis of the statement of actual Additional Rent for such calendar year and
shall be prorated in the proportion which the number of days in such calendar
year preceding such expiration or termination bears to 365.

      F.    Place of Payment of Rent. All Rent hereunder shall be paid to
Landlord at the office of Landlord at: WESTPORT JOINT VENTURE, 2560 MISSION
COLLEGE BLVD., SUITE 101, SANTA CLARA, CA 95054, or to such other person or to
such other place as Landlord may from time to time designate in writing.

      G.    Security Deposit. Concurrently with Tenant's execution of this
Lease, Tenant shall deposit with Landlord the sum of THIRTY NINE THOUSAND EIGHT
HUNDRED NINE AND 70/100 Dollars ($39,809.70). Said sum shall be held by Landlord
as a Security Deposit for the faithful performance by Tenant of all of the
terms, covenants, and conditions of this Lease to be kept and performed by
Tenant during the Term hereof. If Tenant defaults with respect to any provision
of this Lease, including, but not limited to, the provisions relating to the
payment of Rent and any of the monetary sums due herewith, Landlord may (but
shall not be required to) use, apply or retain all or any part of this Security
Deposit for the payment of any other amount which Landlord may spend by reason
of Tenant's default or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant's default. If any portion of said
Deposit is so used or applied, Tenant shall, within ten (10) days after written
demand therefor, deposit cash with Landlord in the amount sufficient to restore
the Security Deposit to its original amount. Tenant's failure to do so shall be
a material breach of this Lease. Landlord shall not be required to keep this
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on such Deposit. If Tenant fully and faithfully performs
every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant (or at Landlord's option, to the
last assignee of tenant's interest hereunder) at the expiration of the Lease
Term and after Tenant has vacated the Premises; provided, however, that Landlord
may withhold therefrom the amount necessary to cover the cost of restoration of
the Premises if Tenant fails to do so as required under Lease Paragraph 8 and to
cure any then uncured default by Tenant under this Lease. In the event of
termination of Landlord's interest in this Lease, Landlord shall transfer said
Deposit to Landlord's successor in interest whereupon Tenant agrees to release
Landlord from liability for the return of such Deposit or the accounting
therefor.

      5. RULES AND REGULATIONS AND COMMON AREA. Subject to the terms and
conditions of this Lease and such Rules and Regulations as Landlord may from
time to time prescribe, Tenant and Tenant's employees, invitees and customers
shall, in common with other occupants of the Complex in

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                                  Page 4 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

which the Premises are located, and their respective employees, invitees and
customers, and others entitled to the use thereof, have the non-exclusive right
to use the access roads, parking areas, and facilities provided and designated
by Landlord for the general use and convenience of the occupants of the Complex
in which the Premises are located, which areas and facilities are referred to
herein as "Common Area". This right shall terminate upon the termination of this
Lease. Landlord reserves the right from time to time to make changes in the
shape, size, location, amount and extent of Common Area. Landlord further
reserves the right to promulgate such reasonable Rules and Regulations relating
to the use of the Common Area, and any part or parts thereof, as Landlord may
deem appropriate for the best interests of the occupants of the Complex. The
Rules and Regulations shall be binding upon Tenant upon delivery of a copy of
them to Tenant, and Tenant shall abide by them and cooperate in their
observance. Such Rules and Regulations may be amended by Landlord from time to
time, with or without advance notice, and all amendments shall be effective upon
delivery of a copy to Tenant. Landlord shall not be responsible to Tenant for
the non-performance by any other tenant or occupant of the Complex of any of
said Rules and Regulations.

      Landlord shall operate, manage, and maintain the Common Area. The manner
in which the Common Area shall be maintained and the expenditures for such
maintenance shall be at the discretion of Landlord.

      6. PARKING. Tenant shall have the right to use with other tenants or
occupants of the Complex twenty eight (28) parking spaces in the common parking
areas of the Complex. Tenant agrees that Tenant, Tenant's employees, agents,
representatives and/or invitees shall not use parking spaces in excess of said
28 spaces allocated to Tenant hereunder. Landlord shall have the right, at
Landlord's sole discretion, to specifically designate the location of Tenant's
parking spaces within the common parking areas of the Complex in the event of a
dispute among the tenants occupying the building and/or Complex referred to
herein, in which event Tenant agrees that Tenant, Tenant's employees, agents,
representatives and/or invitees shall not use any parking spaces other than
those parking spaces specifically designated by Landlord for Tenant's use. Said
parking spaces, if specifically designated by Landlord to Tenant, may be
relocated by Landlord at any time, and from time to time, Landlord reserves the
right, at Landlord's sole discretion, to rescind any specific designation of
parking spaces, thereby returning Tenant's parking spaces to the common parking
area. Landlord shall give Tenant written notice of any change in Tenant's
parking spaces. Tenant shall not, at any time, park or permit to be parked, any
trucks or vehicles adjacent to the loading areas so as to interfere in any way
with the use of such areas, nor shall Tenant at any time park or permit the
parking of Tenant's trucks or other vehicles or the trucks and vehicles of
Tenant's suppliers or others, in any portion of the common area not designated
by Landlord for such use by Tenant. Tenant shall not park nor permit to be
parked, any inoperative vehicles or equipment on any portion of the common
parking area or other common areas of the Complex. Tenant agrees to assume
responsibility for compliance by its employees with the parking provisions
contained herein. If Tenant or its employees park in other than such designated
parking areas, then Landlord may charge Tenant, as an additional charge, and
Tenant agrees to pay, Ten Dollars ($10.00) per day for each day or partial day
each such vehicle is parked in any area other than that designated. Tenant
hereby authorizes Landlord at Tenant's sole expense to tow away from the Complex
any vehicle belonging to Tenant or Tenant's employees parked in violation of
these provisions, or to attach violation stickers or notices to such vehicles.
Tenant shall use the parking spaces for vehicle parking only and shall not use
the parking areas for storage.

      7. EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS
OF THE COMPLEX. As Additional Rent and in accordance with Paragraph 4D of this
Lease, Tenant shall pay to Landlord Tenant's proportionate share (i) calculated
on a square footage basis (Tenant's proportionate share as a percentage of the
Building is 13.06% (6,319 square foot Leased, Premises divided by 48,384 square
foot Building) or (ii) other equitable basis (as calculated by Landlord) of all
expenses of operation, management, maintenance and repair of the Common Areas of
the Complex including, but not limited to, license, permit, and inspection fees;
security; utility charges associated with exterior landscaping and lighting
(including water and sewer charges); all charges incurred in the maintenance and
replacement of landscaped areas, lakes, private roads within the Complex and
roads with reciprocal easement areas, parking lots and paved areas (including
repair, replacement, resealing and restriping), sidewalks, driveways;
maintenance, repair, and replacement of all fixtures and electrical, mechanical
and plumbing systems; structural elements and exterior surfaces of the
buildings; salaries and employees benefits of personnel and payroll taxes
applicable thereto; supplies, materials, equipment and tools; the cost of
capital expenditures which have the effect of reducing operating expenses,
provided, however, that in the event Landlord makes such capital improvements,
Landlord may amortize its investment in said improvements (together with
interest at the rate of fifteen percent (15%) per annum on the unamortized
balance) as an operating expense in accordance with standard accounting
practices, provided, that such amortization is not at a rate greater than the
anticipated savings in the operating expenses.

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                                  Page 5 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

      "Additional Rent" as used herein shall not include Landlord's debt
repayments, interest on charges; expenses directly or indirectly incurred by
Landlord for the benefit of any other tenant; cost for the installation of
partitioning or any other tenant improvements; cost of attracting tenants;
depreciation; interest, or executive salaries.

As Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant
shall pay its proportionate share (i) calculated on a square footage basis
(Tenant's proportionate share as a percentage of the Building is 13.06% (6,319
square foot Leased, Premises divided by 48,384 square foot Building) or (ii)
other equitable basis (as calculated by Landlord) of the cost of operation
(including common utilities), management, maintenance, and repair of the
building (including structural and common areas such as lobbies, restrooms,
janitor's closets, hallways, elevators, mechanical and telephone rooms,
stairwells, entrances, spaces above the ceilings and janitorization of said
common areas) in which the Premises are located. The maintenance items herein
referred to include, but are not limited to, all windows, window frames, plate
glass, glazing, truck doors, main plumbing systems of the building (such as
water drain lines, sinks, toilets, faucets, drains, showers and water
fountains), main electrical systems (such as panels and conduits), heating and
air-conditioning systems (such as compressors, fans, air handlers, ducts,
boilers, heaters), structural elements and exterior surfaces of the building;
store fronts, roof, downspouts, building common area interiors (such as wall
coverings, window coverings, floor coverings and partitioning), ceilings,
building exterior doors, skylights (if any), automatic fire extinguishing
systems, and elevators (if any); license, permit and inspection fees; security,
supplies, materials, equipment and tools; the cost of capital expenditures which
have the effect of reducing operating expenses, provided, however, that in the
event Landlord makes such capital improvements, Landlord may amortize its
investment in said improvements (together with interest at the rate of fifteen
(15%) percent per annum on the unamortized balance) as an operating expense in
accordance with standard accounting practices, provided, that such amortization
is not at a rate greater than the anticipated savings in the operating expenses.
Tenant hereby waives all rights hereunder, and benefits of, subsection 1 of
Section 1932 and Sections 1941 and 1942 of the California Civil Code and under
any similar law, statute or ordinance now or hereafter in effect.

      8. ACCEPTANCE AND SURRENDER OF PREMISES. By entry hereunder, Tenant
accepts the Premises as being in good and sanitary order, condition and repair
and accepts the building and improvements included in the Premises in their
present condition and without representation or warranty by Landlord as to the
condition of such building or as to the use or occupancy which may be made
thereof. Any exceptions to the foregoing must be by written agreement executed
by Landlord and Tenant. Tenant agrees on the last day of the Lease Term, or on
the sooner termination of this Lease, to surrender the Premises promptly and
peaceably to Landlord in good condition and repair (damage by Acts of God, fire,
normal wear and tear excepted), with all interior walls painted, or cleaned so
that they appear freshly painted, and repaired or replaced, if damaged; all
floors cleaned and waxed; all carpets cleaned and shampooed; all broken, marred
or nonconforming acoustical ceiling tiles replaced; all windows washed; the air
conditioning and heating systems serviced by a reputable and licensed service
firm and in good operating condition (provided the maintenance of such equipment
has been the Tenant's responsibility during the Term of this Lease) and repair;
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
lawn and shrubs in good condition including the replacement of any dead or
damaged plantings; the sidewalk, driveways and parking areas in good order,
condition and repair; together with all alterations, additions, and improvements
which may have been made, in, to, or on the Premises (except moveable trade
fixtures installed at the expense of Tenant) except that Tenant shall ascertain
from Landlord within thirty (30) days before the end of the Term of this Lease
whether Landlord desires to have the Premises or any part or parts thereof
restored to their condition and configuration as when the Premises were
delivered to Tenant and if Landlord shall so desire, then Tenant shall restore
said Premises or such part or parts thereof before the end of this Lease at
Tenant's sole cost and expense. Tenant, on or before the end of the Term or
sooner termination of this Lease, shall remove all of Tenant's personal property
and trade fixtures from the Premises, and all property not so removed on or
before the end of the Term or sooner termination of this Lease shall be deemed
abandoned by Tenant and title to same shall thereupon pass to Landlord without
compensation to Tenant. Landlord may, upon termination of this Lease, remove all
moveable furniture and equipment so abandoned by Tenant, at Tenant's sole cost,
and repair any damage caused by such removal at Tenant's sole cost. If the
Premises be not surrendered at the end of the Term or sooner termination of this
Lease, Tenant shall indemnify Landlord against loss or liability resulting from
the delay by Tenant in so surrendering the Premises including, without
limitation, any claims made by any succeeding Tenant founded on such delay.
Nothing contained herein shall be construed as an extension of the Term hereof
or as a consent of Landlord to any holding over by Tenant. The voluntary or
other surrender of this Lease or the Premises by Tenant or a mutual cancellation
of this Lease shall not work

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                                  Page 6 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

as a merger and, at the option of Landlord, shall either terminate all or any
existing subleases or subtenancies or operate as an assignment to Landlord of
all or any such subleases or subtenancies.

      9. "AS-IS" BASIS. It is hereby agreed that the Premises leased hereunder
is leased strictly on an "as-is" basis and in its present condition, and in the
configuration as shown on Exhibit B attached hereto, and by reference made a
part hereof. It is specifically agreed between the parties that Landlord shall
not be required to make, nor be responsible for any cost, in connection with any
repair, restoration, and/or improvement to the Premises in order for this Lease
to commence, or thereafter, throughout the Term of this Lease. Notwithstanding
anything to the contrary within this Lease, Landlord makes no warranty or
representation of any kind or nature whatsoever as to the condition or repair of
the Premises, nor as to the use or occupancy which may be made thereof.

      10. ALTERATIONS AND ADDITIONS. Tenant shall not make, or suffer to be
made, any alteration or addition to the Premises, or any part thereof, without
the written consent of Landlord first had and obtained by Tenant (such consent
not to be unreasonably withheld), but at the cost of Tenant, and any addition
to, or alteration of, the Premises, except moveable furniture and trade
fixtures, shall at once become a part of the Premises and belong to Landlord.
Landlord reserves the right to approve all contractors and mechanics proposed by
Tenant to make such alterations and additions. As a condition to Landlord
granting its consent to any alterations, Tenant shall deliver plans and
specifications for Landlord's review and approval, and within five business days
of completion of said alterations, Tenant shall deliver to Landlord an original
1/8" scaled sepia or an other electronic format as solely determined by
Landlord. Tenant shall retain title to all moveable furniture and trade fixtures
placed in the Premises. All heating, lighting, electrical, air conditioning,
security systems, floor to ceiling partitioning, drapery, carpeting, and floor
installations made by Tenant, together with all property that has become an
integral part of the Premises, shall not be deemed trade fixtures. Tenant agrees
that it will not proceed to make such alteration or additions, without having
obtained consent from Landlord to do so, and until five (5) days from the
receipt of such consent, in order that Landlord may post appropriate notices to
avoid any liability to contractors or material suppliers for payment for
Tenant's improvements. Tenant will at all times permit such notices to be posted
and to remain posted until the completion of work. Tenant shall, if required by
Landlord, secure at Tenant's own cost and expense, a completion and lien
indemnity bond, satisfactory to Landlord, for such work. Tenant further
covenants and agrees that any mechanic's lien filed against the Premises for
work claimed to have been done for, or materials claimed to have been furnished
to Tenant, will be discharged by Tenant, by bond or otherwise, within ten (10)
days after notice of filing thereof, at the cost and expense of Tenant. Any
exceptions to the foregoing must be made in writing and executed by both
Landlord and Tenant. Notwithstanding anything to the contrary herein, under no
circumstances shall Tenant be authorized to penetrate the soil to a depth that
exceeds three and one-half feet from the uppermost surface of the soil.

      11. TENANT MAINTENANCE. Tenant shall, at its sole cost and expense, keep
and maintain the Premises (including appurtenances) and every part thereof in a
high standard of maintenance and repair, and in good and sanitary condition.
Tenant's maintenance and repair responsibilities herein referred to include, but
are not limited to, janitorization, plumbing systems within the non-common areas
of the Premises (such as water and drain lines, sinks), electrical systems
within the non-common areas of the Premises (such as outlets, lighting fixtures,
lamps, bulbs, tubes, ballasts), heating and air-conditioning controls within the
non-common areas of the Premises (such as mixing boxes, thermostats, time
clocks, supply and return grills), non-common elevators (if any), and all
interior improvements within the Premises including but not limited to: wall
coverings, window coverings, acoustical ceilings, vinyl tile, carpeting,
partitioning, doors (both interior and exterior, including closing mechanisms,
latches, locks), skylights (if any), automatic fire extinguishing systems, and
all other interior improvements of any nature whatsoever. Tenant agrees to
provide carpet shields under all rolling chairs or to otherwise be responsible
for wear and tear of the carpet caused by such rolling chairs if such wear and
tear exceeds that caused by normal foot traffic in surrounding areas. Areas of
excessive wear shall be replaced at Tenant's sole expense upon Lease
termination. Tenant hereby waives all rights hereunder, and benefits of,
subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil
Code and under any similar law, statute or ordinance now or hereafter in effect.

      12. UTILITIES OF THE BUILDING IN WHICH THE PREMISES ARE LOCATED. As
Additional Rent and in accordance with Paragraph 4D of this Lease Tenant shall
pay its proportionate share (i) calculated on a square footage basis (Tenant's
proportionate share as a percentage of the Building is 13.06% (6,319 square foot
Leased, Premises divided by 48,384 square foot Building) or (ii) other equitable
basis (as calculated by Landlord) of the cost of all utility charges such as
water, gas, electricity, sewer service, waste pick-up and any other utilities,
materials or services furnished directly to the building in which the

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                                  Page 7 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

Premises are located, including, without limitation, any temporary or permanent
utility surcharge or other exactions whether or not hereinafter imposed.

Landlord shall not be liable for and Tenant shall not be entitled to any
abatement or reduction of rent by reason of any interruption or failure of
utility services to the Premises when such interruption or failure is caused by
accident, breakage, repair, strikes, lockouts, or other labor disturbances or
labor disputes of any nature, or by any other cause, similar or dissimilar,
beyond the reasonable control of Landlord.

Provided that Tenant is not in default in the performance or observance of any
of the terms, covenants or conditions of this Lease to be performed or observed
by it, Landlord shall furnish to the Premises between the hours of 8:00 am and
6:00 pm, Mondays through Fridays (holidays excepted) and subject to the rules
and regulations of the Common Area hereinbefore referred to, reasonable
quantities of water, gas and electricity suitable for the intended use of the
Premises and heat and air-conditioning required in Landlord's judgment for the
comfortable use and occupation of the Premises for such purposes. Tenant agrees
that at all times it will cooperate fully with Landlord and abide by all
regulations and requirements that Landlord may prescribe for the proper
functioning and protection of the building heating, ventilating and
air-conditioning systems. Whenever heat generating machines, equipment, or any
other devices (including exhaust fans) are used in the Premises by Tenant which
affect the temperature or otherwise maintained by the air-conditioning system,
Landlord shall have the right to install supplementary air-conditioning units in
the Premises and the cost thereof, including the cost of installation and the
cost of operation and maintenance thereof, shall be paid by Tenant to Landlord
upon demand by Landlord. Tenant will not, without the written consent of
Landlord, use any apparatus or device in the Premises (including, without
limitation), electronic data processing machines or machines using current in
excess of 110 Volts which will in any way increase the amount of electricity,
gas, water or air-conditioning usually furnished or supplied to premises being
used as general office space, or connect with electric current (except through
existing electrical outlets in the Premises), or with gas or water pipes any
apparatus or device for the purposes of using electric current, gas, or water.
If Tenant shall require water, gas, or electric current in excess of that
usually furnished or supplied to premises being used as general office space,
Tenant shall first obtain the written consent of Landlord, which consent shall
not be unreasonably withheld and Landlord may cause an electric current, gas or
water meter to be installed in the Premises in order to measure the amount of
electric current, gas or water consumed for any such excess use. The cost of any
such meter and of the installation, maintenance and repair thereof, all charges
for such excess water, gas and electric current consumed (as shown by such
meters and at the rates then charged by the furnishing public utility); and any
additional expense incurred by Landlord in keeping account of electric current,
gas, or water so consumed shall be paid by Tenant, and Tenant agrees to pay
Landlord therefor promptly upon demand by Landlord.

      13. TAXES.

      A.    As Additional Rent and in accordance with Paragraph 4D of this
Lease, Tenant shall pay to Landlord, monthly in advance or as they become due,
pursuant to statements submitted by Landlord, Tenant's proportionate share (i)
calculated on a square footage basis (Tenant's proportionate share as a
percentage of the Building is 13.06% (6,319 square foot Leased, Premises divided
by 48,384 square foot Building) or (ii) other equitable basis, (as calculated by
Landlord) of all Real Property Taxes relating to the Premises accruing with
respect to the Premises during the Term of this Lease and the Extended Term (if
any). The term "Real Estate Taxes" shall also include supplemental taxes related
to the period of Tenant's Lease Term whenever levied, including any such taxes
that may be levied after the Lease Term has expired. The term "Real Property
Taxes", as used herein, shall mean (i) all taxes, assessments, levies and other
charges of any kind or nature whatsoever, general and special, foreseen and
unforeseen (including all installments of principal and interest required to pay
any general or special assessments for public improvements and any increases
resulting from reassessments caused by any change in ownership of the Premises)
now or hereafter imposed by any governmental or quasi-governmental authority or
special district having the direct or indirect power to tax or levy assessments,
which are levied or assessed against, or with respect to the value, occupancy or
use of, all or any portion of the Complex (as now constructed or as may at any
time hereafter be constructed, altered, or otherwise changed) or Landlord's
interest therein; any improvements located within the Complex (regardless of
ownership); the fixtures, equipment and other property of Landlord, real or
personal, that are an integral part of and located in the Complex; or parking
areas, public utilities, or energy within the Complex; (ii) all charges, levies
or fees imposed by reason of environmental regulation or other governmental
control of the Complex and (iii) all costs and fees (including reasonable
attorneys' fees) incurred by Landlord in reasonably contesting any Real Property
Tax and in negotiating with public authorities as to any Real Property Tax. If
at any time during the Term of this Lease the taxation or assessment of the
Complex prevailing as of the Commencement Date of this Lease shall be altered so
that in

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                                  Page 8 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

lieu of or in addition to any Real Property Tax described above there shall be
levied, assessed or imposed (whether by reason of a change in the method of
taxation or assessment, creation of a new tax or charge, or any other cause) an
alternate or additional tax or charge (i) on the value, use or occupancy of the
Complex o Landlord's interest therein or (ii) on or measured by the gross
receipts, income or rentals from the Complex, on Landlord's business of leasing
the Complex, or computed in any manner with respect to the operation of the
Complex, then any such tax or charge, however designated, shall be included
within the meaning of the term "Real Property Taxes" for purposes of this Lease.
If any Real Property Tax is based upon property or rents unrelated to the
Complex, then only that part of such Real Property Tax that is fairly allocable
to the Complex shall be included within the meaning of the term "Real Property
Taxes." Notwithstanding the foregoing, the term "Real Property Taxes" shall not
include estate, inheritance, gift or franchise taxes of Landlord or the federal
or state net income tax imposed on Landlord's income from all sources.

            Taxes on Tenant's Property.

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

      (b) If the Tenant improvements in the Premises, whether installed, and/or
paid for by Landlord or Tenant and whether or not affixed to the real property
so as to become a part thereof, are assessed for real property tax purposes at a
valuation higher than the valuation at which standard office improvements in
other space in the Complex are assessed, then the real property taxes and
assessments levied against the Landlord or the Complex by reason of such excess
assessed valuation shall be deemed to be taxies levied against personal property
of the Tenant and shall be governed by the provisions of 13B(a) above. If the
records of the County Assessor are available and sufficiently detailed to serve
as a basis for determining whether said Tenant improvements are assessed at a
higher valuation than standard office space improvements in other space in the
Complex, such records shall be binding on both the Landlord and the Tenant. If
the records of the County Assessor are not available or sufficiently detailed to
serve as a basis for making said determination, the actual cost of construction
shall be used.

      14.ASSESSMENT CREDITS. The demised property herein may be subject to a
special assessment levied by the City of Redwood City as part of an Improvement
District. As a part of said special assessment proceedings (if any), additional
bonds were or may be sold and assessments were or may be levied to provide for
construction contingencies and reserve funds. Interest shall be earned on such
funds created for contingencies and on reserve funds which will be credited for
the benefit of said assessment district. To the extent surpluses are created in
said district through unused contingency funds, interest earnings or reserve
funds, such surpluses shall be deemed the property of Landlord. Notwithstanding
that such surpluses may be credited on assessments otherwise due against the
Leased Premises, Tenant shall pay to Landlord, as Additional Rent if, and at the
time of any such credit of surpluses, an amount equal to all such surpluses so
credited net of any payment Tenant may have made to specifically cover the
funding of the contingencies and/or reserve funds. For example: if (i) the
property is subject to an annual assessment of $ 1,000.00, and (ii) a surplus of
$200.00 is credited towards the current year's assessment which reduces the
assessment amount shown on the property tax bill from $1,000.00 to $800.00,
Tenant shall, upon receipt of notice from Landlord, pay to Landlord said $200.00
credit as Additional Rent.

      15.LIABILITY INSURANCE. Tenant, at Tenant's expense, agrees to keep in
force during the Term of this Lease a policy of commercial general liability
insurance with combined single limit coverage of not less than Two Million
Dollars ($2,000,000) per occurrence for injuries to or death of persons
occurring in, on, or about the Premises or the Complex and property damage. Such
insurance shall be primary and noncontributory as respects any insurance carried
by Landlord. The policy or polices affecting such insurance, certificates of
insurance of which shall be furnished to Landlord, shall name Landlord as
additional insureds, and shall insure any liability of Landlord, contingent or
otherwise, as respects acts or omissions of Tenant, its agents, employees or
invitees or otherwise by any conduct or transactions of any of said persons in

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                                  Page 9 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

or about or concerning the Premises, including any failure of Tenant to observe
or perform any of its obligations hereunder; shall be issued by an insurance
company admitted to transact business in the State of California; and shall
provide that the insurance effected thereby shall not be canceled, except upon
thirty (30) days' prior written notice to Landlord. A certificate of insurance
of said policy shall be delivered to Landlord. If, during the Term of this
Lease, in the considered opinion of Landlord's Lender, insurance advisor, or
counsel, the amount of insurance described in this Paragraph 15 is not adequate,
Tenant agrees to increase said coverage to such reasonable amount as Landlord's
Lender, insurance advisor, or counsel shall deem adequate.

      16.TENANT'S PERSONAL PROPERTY INSURANCE AND WORKMAN'S COMPENSATION
INSURANCE. Tenant shall maintain a policy or policies of fire and property
damage insurance in "all risk" form with a sprinkler leakage endorsement
insuring the personal property, inventory, trade fixtures, and leasehold
improvements within the Leased Premises for the full replacement value thereof.
The proceeds from any of such policies shall be used for the repair or
replacement of such items so insured.

      Tenant shall also maintain a policy or policies of workman's compensation
insurance and any other employee benefit insurance sufficient to comply with all
laws.

      17.PROPERTY INSURANCE. Landlord shall purchase and keep in force, and as
Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall
pay to Landlord (or Landlord's agent if so directed by Landlord) Tenant's
proportionate (i) calculated on a square footage basis (Tenant's proportionate
share as a percentage of the Building is 13.06% (6,319 square foot Leased,
Premises divided by 48,384 square foot Building) or (ii) other equitable basis
(as calculated by Landlord) of the deductibles on insurance claims and the cost
of, policy or policies of insurance covering loss or damage to the Premises and
Complex (excluding routine maintenance and repairs and incidental damage or
destruction caused by accidents or vandalism for which Tenant is responsible
under Paragraph 11) in the amount of the full replacement value thereof,
providing protection against those perils included within the classification of
"all risks" insurance and flood and/or earthquake insurance, if available, plus
a policy of rental income insurance in the amount of one hundred (100%) percent
of twelve (12) months Basic Rent, plus sums paid as Additional Rent and any
deductibles related thereto. If such insurance cost is increased due to Tenant's
use of the Premises or the Complex, Tenant agrees to pay to Landlord the full
cost of such increase. Tenant shall have no interest in nor any right to the
proceeds of any insurance procured by Landlord for the Complex.

      In addition and notwithstanding anything to the contrary in this Paragraph
17, each party to this Lease hereby waives all rights of recovery against the
other party or its officer, employees, agents and representatives for loss or
damage to its property or the property of others under its control, arising from
any cause insured against under the fire and extended coverage (excluding,
however, any loss resulting from Hazardous Material contamination of the
Property) required to be maintained by the terms of this Lease Agreement to the
extent full reimbursement of the loss/claim is received by the insured party.
Each party required to carry property insurance hereunder shall cause the policy
evidencing such insurance to include a provision permitting such release of
liability ("waiver of subrogation endorsement") provided, however, that if the
insurance policy of either releasing party prohibits such waiver, then this
waiver shall not take effect until consent to such waiver is obtained; provided,
however, that if the insurance policy of either releasing party prohibits such
waiver, then this waiver shall not take effect until consent to such waiver is
obtained. If such waiver is so prohibited, the insured party affected shall
promptly notify the other party thereof. In the event the waivers are issued to
the parties and are not valid under current policies and/or subsequent insurance
policies, the non-complying party will provide, to the other party, 30 days
advance notification of the cancellation of the subrogation waiver, in which
case neither party will provide such subrogation waiver thereafter and this
Paragraph will be null and void. The foregoing waiver of subrogation shall not
include any loss resulting from Hazardous Material contamination of the Property
or any insurance coverage relating thereto.

      18. INDEMNIFICATION. Landlord shall not be liable to Tenant and Tenant
hereby waives all claims against Landlord for any injury to or death of any
person or damage to or destruction of property in or about the Premises or the
Complex by or from any cause whatsoever, including, without limitation, gas,
fire, oil, electricity or leakage of any character from the roof, walls,
basement or other portion of the Premises or the Complex but excluding, however,
the willful misconduct or negligence of Landlord, its agents, servants,
employees, invitees or contractors of which negligence Landlord has knowledge
and reasonable time to correct. Except as to injury to persons or damage to
property to the extent arising from the willful misconduct or the negligence of
Landlord, its agents, servants, employees, invitees, or contractors, Tenant
shall hold Landlord harmless from and defend Landlord against any and all
expenses, including reasonable

                                                            Initial:____________
Multi Tenant/Complex

                                    10 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

attorneys' fees, in connection therewith, arising out of any injury to or death
of any person or damage to or destruction of property occurring in, on or about
the Premises, or any part thereof, from any cause whatsoever, accruing and/or
occurring during the Term of this Lease.

      19. COMPLIANCE. Tenant, at its sole cost and expense, shall promptly
comply with all laws, statutes, ordinances and governmental rules, regulations
or requirements now or hereafter in effect; with the requirements of any board
of fire underwriters or other similar body now or hereafter constituted; and
with any direction or occupancy certificate issued pursuant to law by any public
officer; provided, however, that no such failure shall be deemed a breach of the
provisions if Tenant, immediately upon notification, commences to remedy or
rectify said failure. The judgment of any court of competent jurisdiction or the
admission of Tenant in any action against Tenant, whether Landlord be a party
thereto or not, that Tenant has violated any such law, statute, ordinance or
governmental rule, regulation, requirement, direction or provision, shall be
conclusive of that fact as between Landlord and Tenant. Tenant shall, at its
sole cost and expense, comply with any and all requirements pertaining to said
Premises, of any insurance organization or company, necessary for the
maintenance of reasonable fire and public liability insurance covering
requirements pertaining to said Premises.

      20. LIENS. Tenant shall keep the Premises free from any liens arising out
of any work performed, materials furnished or obligation incurred by Tenant. In
the event that Tenant shall not, within ten (10) days following notice of the
imposition of such lien, cause the same to be released of record, Landlord shall
have, in addition to all other remedies provided herein and by law, the right,
but no obligation, to cause the same to be released by such means as it shall
deem proper, including payment of the claim giving rise to such lien. All sums
paid by Landlord for such purpose, and all expenses incurred by it in connection
therewith, shall be payable to Landlord by Tenant on demand with interest at the
prime rate of interest as quote by the Bank of America.

      21. ASSIGNMENT AND SUBLETTING.

          A. Tenant shall not assign, transfer, or hypothecate the leasehold
estate under this Lease, or any interest therein, and shall not sublet the
Premises, or any part thereof, or any right or privilege appurtenant thereto, or
suffer any other person or entity to occupy or use the Premises, or any portion
thereof, without, in each case, the prior written consent of Landlord which
consent will not be unreasonably withheld. As a condition for granting this
consent to any assignment, transfer, or subletting, Landlord shall require that
(i) the sublease be a TRIPLE NET SUBLEASE and that the basic rent due under any
such sublease be no less than the then current market rent with annual increases
at the then prevailing market rent, (ii) that the sublease shall not provide for
subtenant to have an option to extend the term of the sublease or an option to
expand the sublet space, and (iii) Tenant pay Landlord monthly throughout the
term of any approved sublease, as Additional Rent (and therefore subject to the
terms of Paragraph 4.C ("Late Charge") and 24 ("Bankruptcy and Default"), all
rents and/or additional consideration due Tenant from its assignees,
transferees, or subtenants in excess of the Rent payable by Tenant to Landlord
hereunder for the assigned, transferred and/or subleased space ("Excess Rent").
Tenant shall, by thirty (30) days written notice, advise Landlord of its intent
to assign or transfer Tenant's interest in the Lease or sublet the Premises or
any portion thereof for any part of the Term hereof. Within thirty (30) days
after receipt of said written notice, Landlord may, in its sole discretion,
elect to terminate this Lease as to the portion of the Premises described in
Tenant's notice on the date specified in Tenant's notice by giving written
notice of such election to terminate. If no such notice to terminate is given to
Tenant within said thirty (30) day period, Tenant may proceed to locate an
acceptable sublessee, assignee, or other transferee for presentment to Landlord
for Landlord's approval, all in accordance with the terms, covenants, and
conditions of this Paragraph 21. If Tenant intends to sublet the entire Premises
and Landlord elects to terminate this Lease, this Lease shall be terminated on
the date specified in Tenant's notice. If, however, this Lease shall terminate
pursuant to the foregoing with respect to less than all the Premises, the Rent,
as defined and reserved hereinabove shall be adjusted on a pro rata basis to the
number of square feet retained by Tenant, and this Lease as so amended shall
continue in full force and effect. In the event Tenant is allowed to assign,
transfer or sublet the whole or any part of the Premises, with the prior written
consent of Landlord, no assignee, transferee or subtenant shall assign or
transfer this Lease, either in whole or in part, or sublet the whole or any part
of the Premises, without also having obtained the prior written consent of
Landlord. A consent of Landlord to one assignment, transfer, hypothecation,
subletting, occupation or use by any other person shall not release Tenant from
any of Tenant's obligations hereunder or be deemed to be a consent to any
subsequent similar or dissimilar assignment, transfer, hypothecation,
subletting, occupation or use by any other person. Any such assignment,
transfer,

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                                  Page 11 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

hypothecation, subletting, occupation or use without such consent shall be void
and shall constitute a breach of this Lease by Tenant and shall, at the option
of Landlord exercised by written notice to Tenant, terminate this Lease. The
leasehold estate under this Lease shall not, nor shall any interest therein, be
assignable for any purpose by operation of law without the written consent of
Landlord. As a condition to its consent, Landlord shall require Tenant to pay
all expenses in connection with the sublease and/or assignment, and Landlord
shall require Tenant's subtenant, assignee or transferee (or other assignees or
transferees) to assume in writing all of the obligations under this Lease and
for Tenant to remain liable to Landlord under the Lease. Notwithstanding the
above, in no event shall Landlord consent to a sub-sublease.

      B. Notwithstanding the foregoing, Landlord and Tenant agree that it shall
not be unreasonable for Landlord to refuse to consent to a proposed assignment,
sublease or other transfer ("Proposed Transfer") if the Premises or any other
portion of the Property would become subject to additional or different
Government Requirements as a direct or indirect consequence of the Proposed
Transfer and/or the Proposed Transferee's use and occupancy of the Premises and
the Property. However, Landlord may, in its sole discretion, consent to such a
Proposed Transfer where Landlord is indemnified by Tenant and (i) Subtenant or
(ii) Assignee, in form and substance satisfactory to Landlord's counsel, by
Tenant and/or Proposed Transferee from and against any and all costs, expenses,
obligations and liability arising out of the Proposed Transfer and/or the
Proposed Transferee's use and occupancy of the Premises and the Property.

      C. Any and all sublease agreement(s) between Tenant and any and all
subtenant(s) (which agreements must be consented to by Landlord, pursuant to the
requirements of this Lease) shall contain the following language:

            "If Landlord and Tenant jointly and voluntarily elect, for any
      reason whatsoever, to terminate the Master Lease prior to the scheduled
      Master Lease termination date, then, if Landlord so elects, this Sublease
      (if then still in effect) shall terminate concurrently with the
      termination of the Master Lease. Subtenant expressly acknowledges and
      agrees that (1) the voluntary termination of the Master Lease by Landlord
      and Tenant and the resulting termination of this Sublease shall not give
      Subtenant any right or power to make any legal or equitable claim against
      Landlord, including without limitation any claim for interference with
      contract or interference with prospective economic advantage, and (2)
      Subtenant hereby waives any and all rights it may have under law or at
      equity against Landlord to challenge such an early termination of the
      Sublease, and unconditionally releases and relieves Landlord, and its
      officers, directors, employees and agents, from any and all claims,
      demands, and/or causes of action whatsoever (collectively, "Claims"),
      whether such matters are known or unknown, latent or apparent, suspected
      or unsuspected, foreseeable or unforeseeable, which Subtenant may have
      arising out of or in connection with any such early termination of this
      Sublease. Subtenant knowingly and intentionally waives any and all
      protection which is or may be given by Section 1542 of the California
      Civil Code which provides as follows: "A general release does not extend
      to claims which the creditor does not know or suspect to exist in his
      favor at the time of executing the release, which if known by him must
      have materially affected his settlement with debtor.

            The term of this Sublease is therefore subject to early termination.
      Subtenant's initials here below evidence (a) Subtenant's consideration of
      and agreement to this early termination provision, (b) Subtenant's
      acknowledgment that, in determining the net benefits to be derived by
      Subtenant under the terms of this Sublease, Subtenant has anticipated the
      potential for early termination, and (c) Subtenant's agreement to the
      general waiver and release of Claims above.

                      Initials: ____________             Initials:
                                Subtenant                          Tenant

            22. SUBORDINATION AND MORTGAGES. In the event Landlord's title or
      leasehold interest is now or hereafter encumbered by a deed of trust, upon
      the interest of Landlord in the land and buildings in which the demised
      Premises are located, to secure a loan from a lender (hereinafter referred
      to as "Lender") to Landlord, Tenant shall, at the request of Landlord or
      Lender, execute in writing an agreement (in form reasonably acceptable to
      Tenant), subordinating its rights under this Lease to the lien of such
      deed of trust,

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                                  Page 12 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

or, if so requested, agreeing that the lien of Lender's deed of trust shall be
or remain subject and subordinate to the rights of Tenant under this Lease.
Notwithstanding any such subordination, Tenant's possession under this Lease
shall not be disturbed if Tenant is not in default and so long as Tenant shall
pay all Rent and observe and perform all of the provisions set forth in this
Lease and any subordination agreement shall reflect the agreement of the Lender
to the same.

      23. ENTRY BY LANDLORD. Landlord reserves, and shall at all reasonable
times after at least twenty four (24) hours notice (except in emergencies) have
the right to enter the Premises to inspect them; to perform any services to be
provided by Landlord hereunder; to make repairs or provide any services to a
contiguous tenant(s) (if any); to submit the Premises to prospective purchasers,
mortgagers or tenants; to post notices of non-responsibility; and to alter,
improve or repair the Premises and any portion of the Complex, all without
abatement of Rent, and may erect scaffolding and other necessary structures in
or through the Premises where reasonably required by the character of the work
to be performed; provided, however that the business of Tenant shall be
interfered with to the least extent that is reasonably practical. Landlord shall
also have the right at any time to change the arrangement or location of
entrances or passageways, doors and doorways, and corridors, elevators, stairs,
toilets or other public parts of the Complex and to change the name, number or
designation by which the Complex is commonly known, and none of the foregoing
shall be deemed an actual or constructive eviction of Tenant, or shall entitle
Tenant to any reduction of Rent hereunder. Any entry to the Premises by Landlord
for the purposes provided for herein shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into or a detainer of the
Premises or an eviction, actual or constructive, of Tenant from the Premises or
any portion thereof.

      24. BANKRUPTCY AND DEFAULT. The commencement of a bankruptcy action or
liquidation action or reorganization action or insolvency action or an
assignment of or by Tenant for the benefit of creditors, or any similar action
undertaken by Tenant, or the insolvency of Tenant, shall, at Landlord's option,
constitute a breach of this Lease by Tenant. If the trustee or receiver
appointed to serve during a bankruptcy, liquidation, reorganization, insolvency
or similar action elects to reject Tenant's unexpired Lease, the trustee or
receiver shall notify Landlord in writing of its election within thirty (30 days
after an order for relief in a liquidation action or within thirty (30) days
after the commencement of any action.

      Within thirty (30) days after the court approval of the assumption of this
Lease, the trustee or receiver shall cure (or provide adequate assurance to the
reasonable satisfaction of Landlord that the trustee or receiver shall cure) any
and all previous defaults under the unexpired Lease and shall compensate
Landlord for all actual pecuniary loss and shall provide adequate assurance of
future performance under said Lease to the reasonable satisfaction of Landlord.
Adequate assurance of future performance, as used herein, includes, but shall
not be limited to: (i) assurance of source and payment of Rent, and other
consideration due under this Lease; (ii) assurance that the assumption or
assignment of this Lease will not breach substantially any provision, such as
radius, location, use, or exclusivity provision, in any agreement relating to
the above described Premises.

      Nothing contained in this section shall affect the existing right of
Landlord to refuse to accept an assignment upon commencement of or in connection
with a bankruptcy, liquidation, reorganization or insolvency action or an
assignment of Tenant for the benefit of creditors or other similar act. Nothing
contained in this Lease shall be construed as giving or granting or creating an
equity in the demised Premises to Tenant. In no event shall the leasehold estate
under this Lease, or any interest therein, be assigned by voluntary or
involuntary bankruptcy proceeding without the prior written consent of Landlord.
In no event shall this Lease or any rights or privileges hereunder be an asset
of Tenant under any bankruptcy, insolvency or reorganization proceedings.

      The failure to perform or honor any covenant, condition or representation
made under this Lease shall constitute a default under this Lease by Tenant upon
expiration of the appropriate grace period hereinafter provided. Tenant shall
have a period of five (5) days from the date of written notice from Landlord
within which to cure any default in the payment of Rent or adjustment thereto.
Tenant shall have a period of thirty (30) days from the date of written notice
from Landlord within which to cure any other non-monetary default under this
Lease; provided, however, that with respect to non-monetary defaults not
involving Tenant's failure to pay Basic Rent or Additional Rent, Tenant shall
not be in default if (i) more than thirty (30) days is required to cure such
non-monetary default and (ii) Tenant commences cure of such default as soon as
reasonably practicable after receiving written notice of such default from
Landlord and thereafter continuously and with due diligence prosecutes such cure
to completion. Upon an uncured default

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                                  Page 13 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

of this Lease by Tenant, Landlord shall have the following rights and remedies
in addition to any other rights or remedies available to Landlord at law or in
equity:

      (a) The rights and remedies provided for by California Civil Code Section
1951.2 including but not limited to, recovery of the worth at the time of award
of the amount by which the unpaid Rent for the balance of the Term after the
time of award exceeds the amount of rental loss for the same period that Tenant
proves could be reasonably avoided, as computed pursuant to subsection (b) of
said Section 1951.2. Any proof by Tenant under subparagraphs (2) and (3) of
Section 1951.2 of the California Civil Code of the amount of rental loss that
could be reasonably avoided shall be made in the following manner: Landlord and
Tenant shall each select a licensed real estate broker in the business of
renting property of the same type and use as the Premises and in the same
geographic vicinity. Such two real estate brokers shall select a third licensed
real estate broker, and the three licensed real estate brokers so selected shall
determine the amount of the Rent loss that could be reasonably avoided from the
balance of the Term of this Lease after the time of award. The decision of the
majority of said licensed real estate brokers shall be final and binding upon
the parties hereto.

      (b) The rights and remedies provided by California Civil Code Section
which allows Landlord to continue the Lease in effect and to enforce all of its
rights and remedies under this Lease, including the right to recover Rent as it
becomes due, for so long as Landlord does not terminate Tenant's right to
possession; acts of maintenance or preservation, efforts to relet the Premises,
or the appointment of a receiver upon Landlord's initiative to protect its
interest under this Lease shall not constitute a termination of Tenant's right
to possession.

      (c) The right to recover that portion of any leasing commission paid by
Lessor in connection with this Lease applicable to the unexpired Term of this
Lease.

      (d) The right to terminate this Lease by giving notice to Tenant in
accordance with applicable law.

      (e) To the extent permitted by law, the right and power to enter the
Premises and remove therefrom all persons and property, to store such property
in a public warehouse or elsewhere at the cost of and for the account of Tenant,
and to sell such property and apply such proceeds therefrom pursuant to
applicable California law. Landlord may from time to time sublet the Premises or
any part thereof for such term or terms (which may extend beyond the Term of
this Lease) and at such Rent and such other terms as Landlord in its reasonable
sole discretion may deem advisable, with the right to make alterations and
repairs to the Premises. Upon each subletting, (i) Tenant shall be immediately
liable to pay Landlord, in addition to indebtedness other than Rent due
hereunder, the reasonable cost of such subletting, including, but not limited
to, reasonable attorneys' fees, and any real estate commissions actually paid,
and the cost of such reasonable alterations and repairs incurred by Landlord and
the amount, if any, by which the Rent hereunder for the period of such
subletting (to the extent such period does not exceed the Term hereof) exceeds
the amount to be paid as Rent for the Premises for such period or (ii) at the
option of Landlord, rents received from such subletting shall be applied first
to payment of indebtedness other than Rent due hereunder from Tenant to
Landlord; second, to the payment of any costs of such subletting and of such
alterations and repairs; third, to payment of Rent due and unpaid hereunder; and
the residue, if any, shall be held by Landlord and applied in payment of future
Rent as the same becomes due hereunder. If Tenant has been credited with any
Rent to be received by such subletting under option (i) and such Rent shall not
be promptly paid to Landlord by the subtenant(s), or if such rentals received
from such subletting under option (ii) during any month be less than that to be
paid during the month by Tenant hereunder, Tenant shall pay any such deficiency
to Landlord. Such deficiency shall be calculated and paid monthly. No taking
possession of the Premises by Landlord shall be construed as an election on its
part to terminate this Lease unless a written notice of such intention be given
to Tenant. Notwithstanding any such subletting without termination, Landlord may
at any time hereafter elect to terminate this Lease for such previous breach.

      (f) The right to have a receiver appointed for Tenant upon application by
Landlord, to take possession of the Premises and to apply any rental collected
from the Premises and to exercise all other rights and remedies granted to
Landlord pursuant to subparagraph (e) above.

      25. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any
time during the Term of this Lease and if Tenant shall abandon, vacate or
surrender said Premises, or be dispossessed by the process of law, or otherwise,
any personal property belonging to Tenant and left on the Premises shall be.

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                                  Page 14 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

deemed to be abandoned, at the option of Landlord, except such property as may
be mortgaged to Landlord. Notwithstanding the above, Tenant shall not be in
default under the Lease if it leaves all or any part of Premises vacant so long
as (i) Tenant is performing all of its other obligations under the Lease
including the obligation to pay Rent (ii) Tenant provides on-site security
during normal business hours for those parts of the Premises left vacant, (iii)
such vacancy does not materially and adversely affect the validity or coverage
of any policy of insurance carried by Landlord with respect to the Premises, and
(iv) the utilities and heating and ventilation systems are operated and
maintained to the extent necessary to prevent damage to the Premises or its
systems.

      26. DESTRUCTION. In the event the Premises are destroyed in whole or in
part from any cause, except for routine maintenance and repairs and incidental
damage and destruction caused from vandalism and accidents for which Tenant is
responsible under Paragraph 11, Landlord may, at its option:

      (a)   Rebuild or restore the Premises to their condition prior to the
damage or destruction, or

      (b)   Terminate this Lease (providing that the Premises is damaged to the
extent of 33 1/3% or more of the replacement cost, exclusive of footings,
foundations and floor slabs).

      If Landlord does not give Tenant notice in writing within thirty (30) days
from the destruction of the Premises of its election to either rebuild and
restore them, or to terminate this Lease, Landlord shall be deemed to have
elected to rebuild or restore them, in which event Landlord agrees, at its
expense except for any deductible, which is the responsibility of the Tenant,
promptly to rebuild or restore the Premises to their condition prior to the
damage or destruction. Tenant shall be entitled to a reduction in Rent from the
date of such damage or destruction, provided Tenant is not using any portion of
such damaged area, while such repair is being made in the proportion that the
area of the Premises rendered untenantable by such damage bears to the total
area of the Premises. If Landlord initially estimates that the rebuilding or
restoration will exceed 180 days (or 60 days during the last twelve months of
the Lease Term) or if Landlord does not complete the rebuilding or restoration
within one hundred eighty (180) days (or 60 days during the last twelve months
of the Lease Term) following the date of destruction (such period of time to be
extended for delays caused by the fault or neglect of Tenant or because of Acts
of God, acts of public agencies, labor disputes, strikes, fires, freight
embargos, rainy or stormy weather, inability to obtain materials, supplies or
fuels, acts of contractors or subcontractors, or delay of the contractors or
subcontractors due to such causes or other contingencies beyond the control of
Landlord), then Tenant shall have the right to terminate this Lease by giving
written notice to Landlord within five days following the date Tenant receives
Landlord's written notice stating that the restoration will exceed 180 days (or
60 days during the last twelve months of the Lease Term). Regardless of whether
Landlord and/or Tenant elects to terminate the Lease early as provided herein,
Tenant shall remain liable for the insurance deductible as it relates to the
Leased Premises. Notwithstanding anything herein to the contrary, Landlord's
obligation to rebuild or restore shall be limited to the building and interior
improvements constructed by Landlord as they existed as of the Commencement Date
of the Lease and shall not include restoration of Tenant's trade fixtures,
equipment, merchandise, or any improvements, alterations or additions made by
Tenant to the Premises, which Tenant shall forthwith replace or fully repair at
Tenant's sole cost and expense provided this Lease is not canceled according to
the provisions above.

      Unless this Lease is terminated pursuant to the foregoing provisions, this
Lease shall remain in full force and effect. Tenant hereby expressly waives the
provision of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of the
California Civil Code.

      In any event that the building in which the Premises are situated is
damaged or destroyed to the extent of not less than 33 1/3% of the replacement
cost thereof, Landlord may elect to terminate this Lease, whether the Premises
be injured or not. Notwithstanding anything to the contrary herein, Landlord may
terminate this lease in the event of an uninsured event or if insurance proceeds
are insufficient to cover one hundred percent of the rebuilding costs net of the
deductible.

      27. EMINENT DOMAIN. If all or any part of the Premises shall be taken by
any public or quasi-public authority under the power of eminent domain or
conveyance in lieu thereof, this Lease shall terminate as to any portion of the
Premises so taken or conveyed on the date when title vests in the condemnor, and
Landlord shall be entitled to any and all payment, income, rent, award, or any
interest therein whatsoever which may be paid or made in connection with such
taking or conveyance, and Tenant shall have no claim against Landlord or
otherwise for the value of any unexpired Term of this Lease. Notwithstanding the

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                                  Page 15 of 23

<PAGE>
                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

foregoing sentence, any compensation specifically awarded Tenant for loss of
business, Tenant's personal property, moving costs or loss of goodwill, shall be
and remain the property of Tenant.

      If (i) any action or proceeding is commenced for such taking of the
Premises or any part thereof, or if Landlord is advised in writing by any entity
or body having the right or power of condemnation of its intention to condemn
the Premises or any part thereof, or (ii) any of the foregoing events occur with
respect to the taking of any space in the Complex not leased hereby, or if any
such spaces so taken or conveyed in lieu of such taking and Landlord shall
decide to discontinue the use and operation of the Complex, or decide to
demolish, alter or rebuild the Complex, then in any such events Landlord shall
have the right to terminate this Lease by giving Tenant written notice thereof
within sixty (60) days of the date of receipt of said written advice, or
commencement of said action or proceeding, or taking conveyance, which
termination shall take place as of the first to occur of the last day of the
calendar month next following the month in which such notice is given or the
date on which title to the Premises shall vest in the condemnor.

      In the event of such a partial taking or conveyance of the Premises, if
the portion of the Premises taken or conveyed is so substantial that the Tenant
can no longer reasonably conduct its business, Tenant shall have the privilege
of terminating this Lease within sixty (60) days from the date of such taking or
conveyance, upon written notice to the Landlord of its intention so to do, and
upon giving of such notice this Lease shall terminate on the last day of the
calendar month next following the month in which such notice is given, upon
payment by Tenant of the Rent from the date of such taking or conveyance to the
date of termination.

      If a portion of the Premises be taken by condemnation or conveyance in
lieu thereof and neither Landlord nor Tenant shall terminate this Lease as
provided herein, this Lease shall continue in full force and effect as to the
part of the Premises not so taken or conveyed, and the Rent herein shall be
apportioned as of the date of such taking or conveyance so that thereafter the
Rent to be paid by Tenant shall be in the ratio that the area of the portion of
the Premises not so taken or conveyed bears to the total area of the Premises
prior to such taking.

      28. SALE OR CONVEYANCE BY LANDLORD. In the event of a sale or conveyance
of the Premises or any interest therein, by any owner of the reversion then
constituting Landlord, the transferor shall thereby be released from any further
liability upon any of the terms, covenants or conditions (express or implied)
herein contained in favor of Tenant, and in such event, insofar as such transfer
is concerned, Tenant agrees to look solely to the responsibility of the
successor in interest of such transferor in and to the Complex and this Lease.
This Lease shall not be affected by any such sale or conveyance, and Tenant
agrees to attorn to the successor in interest of such transferor.

      29. ATTORNMENT TO LENDER OR THIRD PARTY. In the event the interest of
Landlord in the land and buildings in which the Leased Premises are located
(whether such interest of Landlord is a fee title interest or a leasehold
interest) is encumbered by deed of trust, and such interest is acquired by the
lender or any third party through judicial foreclosure or by exercise of a power
of sale at private trustee's foreclosure sale, Tenant hereby agrees to attorn to
the purchaser at any such judicial foreclosure or foreclosure sale and to
recognize such purchaser as the Landlord under this Lease. In the event the lien
of the deed of trust securing the loan from a Lender to Landlord is prior and
paramount to the Lease, this Lease shall nonetheless continue in full force and
effect for the remainder of the unexpired Term hereof, at the same rental herein
reserved and upon all the other terms, conditions and covenants herein
contained.

      30. HOLDING OVER. Any holding over by Tenant after expiration or other
termination of the Term of this Lease with the written consent of Landlord
delivered to Tenant shall not constitute a renewal or extension of the Lease or
give Tenant any rights in or to the Leased Premises except as expressly provided
in this Lease. Any holding over after the expiration or other termination of the
Term of this Lease, with the consent of Landlord, shall be construed to be a
tenancy from month to month, on the same terms and conditions herein specified
insofar as applicable except that the monthly Basic Rent shall be increased to
an amount equal to two hundred (200%) percent of the monthly Basic Rent required
during the last month of the Lease term; provided, however, that the monthly
Rent shall be prorated based on the actual number of days in the month for any
partial month of the holding over.

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                                  Page 16 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

      31. CERTIFICATE OF ESTOPPEL. Tenant shall within ten (10) days of receipt
of prior written notice from Landlord execute, acknowledge and deliver to
Landlord a statement in writing (i) certifying that this Lease is unmodified and
in full force and effect (or, if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is in full force
and effect) and the date to which the Rent and other charges are paid in
advance, if any, and (ii) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or specifying
such defaults, if any, are claimed. Any such statement may be conclusively
relied upon by any prospective purchaser or encumbrancer of the Premises.
Tenant's failure to deliver such statement within such time shall be conclusive
upon Tenant that this Lease is in full force and effect, without modification
except as may be represented by Landlord; that there are no uncured defaults in
Landlord's performance, and that not more than one month's Rent has been paid in
advance.

      32.CONSTRUCTION CHANGES. It is understood that the description of the
Premises and the location of ductwork, plumbing and other facilities therein are
subject to such minor changes as Landlord or Landlord's architect determines to
be desirable in the course of construction of the Premises, and no such changes
or any changes in plans for any other portions of the Complex shall affect this
Lease or entitle Tenant to any reduction of Rent hereunder or result in any
liability of Landlord to Tenant. Landlord does not guarantee the accuracy of any
drawings supplied to Tenant and verification of the accuracy of such drawings
rests with Tenant.

      33. RIGHT OF LANDLORD TO PERFORM. All terms, covenants and conditions of
this Lease to be performed or observed by Tenant shall be performed or observed
by Tenant at Tenant's sole cost and expense and without any reduction of rent.
If Tenant shall fail to pay any sum of money, or other Rent, required to be paid
by it hereunder and such failure shall continue for five (5) days after written
notice thereof by Landlord or shall fail to perform any other term of covenant
hereunder on its part to be performed, and such failure shall continue for
thirty (30) days after written notice thereof by Landlord (or such longer grace
period as shall be provided under Paragraph 24), Landlord, without waiving or
releasing Tenant from any obligation of Tenant hereunder, may, but shall not be
obliged to, make any such payment or perform any such other term or covenant on
Tenant's part to be performed. All sums so paid by Landlord and all necessary
costs of such performance by Landlord together with interest thereon at the rate
of the prime rate of interest per annum as quoted by the Bank of America from
the date of such payment or performance by Landlord, shall be paid (and Tenant
covenants to make such payment) to Landlord within five (5) business days after
demand by Landlord, and Landlord shall have (in addition to any other right or
remedy of Landlord) the same rights and remedies in the event of nonpayment by
Tenant as in the case of failure by Tenant in the payment of Rent hereunder.

      34. ATTORNEYS' FEES.

      A. In the event that Landlord should bring suit for the possession of the
Premises, for the recovery of any sum due under this Lease, or because of the
breach of any provision of this Lease, or for any other relief against Tenant
hereunder, then all costs and expenses, including reasonable attorneys' fees,
incurred by Landlord therein shall be paid by Tenant, which obligation on the
part of Tenant shall be deemed to have accrued on the date of the commencement
of such action and shall be enforceable whether or not the action is prosecuted
to judgment.

      B. Should Landlord be named as a defendant in any suit brought against
Tenant in connection with or arising out of Tenant's occupancy hereunder, Tenant
shall pay to Landlord its costs and expenses incurred in such suit, including
reasonable attorney's fees.

      35. WAIVER. The waiver by either party of the other party's failure to
perform or observe any term, covenant or condition herein contained to be
performed or observed by such waiving party shall not be deemed to be a waiver
of such term, covenant or condition or of any subsequent failure of the party
failing to perform or observe the same or any other such term, covenant or
condition therein contained, and no custom or practice which may develop between
the parties hereto during the Term hereof shall be deemed a waiver of, or in any
way affect, the right of either party to insist upon performance and observance
by the other party in strict accordance with the terms hereof.

      36. NOTICES. All notices, demands, requests, advices or designations which
may be or are required to be given by either party to the other hereunder shall
be in writing. All notices, demands, requests, advices or designations by
Landlord to Tenant shall be sufficiently given, made or delivered if personally

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                                  Page 17 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

served on Tenant by leaving the same at the Premises or if sent by United States
certified or registered mail, postage prepaid or by a reputable same day or
overnight courier service addressed to Tenant at the Premises. As an
accommodation to Tenant, Landlord will also send a copy of all notices to:
Kleeblatt, Galler, Abramson, Zakim & Davidson LLC, Attn: Jack Zakim, 25 Main
Street, Hackensack, NJ 07601; however, Tenant acknowledges and agrees that any
notice delivered to Tenant's main address listed above shall be considered to be
delivered to the Tenant, regardless of whether or not said notice is submitted
and/or received at the secondary address. All notices, demands, requests,
advices or designations by Tenant to Landlord shall be sent by United States
certified or registered mail, postage prepaid, addressed to Landlord at its
offices at: WESTPORT JOINT VENTURE, 2560 MISSION COLLEGE BLVD., SUITE 101, SANTA
CLARA, CA 95054. Each notice, request, demand, advice or designation referred to
in this Paragraph shall be deemed received on the date of the personal service
or receipt or refusal to accept receipt of the mailing thereof in the manner
herein provided, as the case may be. Either party shall have the right, upon ten
(10) days written notice to the other, to change the address as noted herein;
however, Landlord shall send Tenant notices to only one address of Tenant as
identified above.

      37. EXAMINATION OF LEASE. Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or option for a lease,
and this instrument is not effective as a lease or otherwise until its execution
and delivery by both Landlord and Tenant.

      38. DEFAULT BY LANDLORD. Landlord shall not be in default unless Landlord
fails to perform obligations required of Landlord within a reasonable time, but
in no event earlier than (30) days after written notice by Tenant to Landlord
and to the holder of any first mortgage or deed of trust covering the Premises
whose name and address shall have heretofore been furnished to Tenant in
writing, specifying wherein Landlord has failed to perform such obligations;
provided, however, that if the nature of Landlord's obligations is such that
more than thirty (30) days are required for performance, then Landlord shall not
be in default if Landlord commences performance within such thirty (30) day
period and thereafter diligently prosecutes the same to completion.

      39. CORPORATE AUTHORITY. If Tenant is a corporation (or a partnership),
each individual executing this Lease on behalf of said corporation (or
partnership) represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of said corporation (or partnership) in accordance
with the by-laws of said corporation (or partnership in accordance with the
partnership agreement) and that this Lease is binding upon said corporation (or
partnership) in accordance with its terms. If Tenant is a corporation, Tenant
shall, within thirty (30) days after execution of this Lease, deliver to
Landlord a certified copy of the resolution of the Board of Directors of said
corporation authorizing or ratifying the specific execution of this Lease by the
individual executing said Lease. In lieu of said corporate resolution, Tenant
may provide Landlord with an outside legal opinion stating that the party
executing this Lease on behalf of Tenant is authorized to do so by the Board of
Directors.

      40. LIMITATION OF LIABILITY. In consideration of the benefits accruing
hereunder, Tenant and all successors and assigns covenant and agree that, in the
event of any actual or alleged failure, breach or default hereunder by Landlord:

      (a)   the sole and exclusive remedy shall be against Landlord's interest
in the Premises leased herein;

      (b)   no partner of Landlord shall be sued or named as a party in any suit
or action (except as may be necessary to secure jurisdiction of the
partnership);

      (c)   no service of process shall be made against any partner of Landlord
(except as may be necessary to secure jurisdiction of the partnership);

      (d)   no partner of Landlord shall be required to answer or otherwise
plead to any service of process;

      (e)   no judgment will be taken against any partner of Landlord;

      (f)   any judgment taken against any partner of Landlord may be vacated
and set aside at any time without hearing;

      (g)   no writ of execution will ever be levied against the assets of any
partner of Landlord;

Multi Tenant/Complex                                          Initial:__________

                                 Page 18 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

      (h)   these covenants and agreements are enforceable both by Landlord and
also by any partner of Landlord.

      Tenant agrees that each of the foregoing covenants and agreements shall be
applicable to any covenant or agreement either expressly contained in this Lease
or imposed by statute or at common law.

      41. SIGNS. No sign, placard, picture, advertisement, name or notice shall
be inscribed, displayed or printed or affixed on or to any part of the outside
of the Building or any exterior windows of the Building without the written
consent of Landlord first had and obtained and Landlord shall have the right to
remove any such sign, placard, picture, advertisement, name or notice without
notice to Tenant and at the expense of Tenant. If Tenant is allowed to print or
affix or in any way place a sign in, on, or about the Premises, upon expiration
or other sooner termination of this Lease, Tenant at Tenant's sole cost and
expense shall both remove such sign and repair all damage in such a manner as to
restore all aspects of the appearance of the Premises to the condition prior to
the placement of said sign.

      All approved signs or lettering on outside shall be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved of by
Landlord.

      Tenant shall not place anything or allow anything to be placed near the
glass of any window, door partition or wall which may appear unsightly from
outside the Premises.

      42. CONSENT. Whenever the consent of one party to the other is required
hereunder, such consent shall not be unreasonably withheld.

      43. AUTHORITY TO EXECUTE. The parties executing this Lease Agreement
hereby warrant and represent that they are properly authorized to execute this
Lease Agreement and bind the parties on behalf of whom they execute this Lease
Agreement and to all of the terms, covenants and conditions of this Lease
Agreement as they relate to the respective parties hereto.

      44. HAZARDOUS MATERIALS: Landlord and Tenant agree as follows with respect
to the existence or use of "Hazardous Materials" (as defined herein) on, in,
under or about the Premises and real property located beneath said Premises and
the Common Areas of the Complex (hereinafter collectively referred to as the
"Property"):

      A.    As used herein, the term "Hazardous Materials" shall mean any
material, waste, chemical, mixture or byproduct which is or hereafter is
defined, listed or designated under Environmental Laws (defined below) as a
pollutant, or as a contaminant, or as a toxic or hazardous substance, waste or
material, or any other unwholesome, hazardous, toxic, biohazardous, or
radioactive material, waste, chemical, mixture or byproduct, or which is listed,
regulated or restricted by any Environmental Law (including, without limitation,
petroleum hydrocarbons or any distillates or derivatives or fractions thereof,
polychlorinated biphenyls, or asbestos). As used herein, the term "Environmental
Laws" shall mean any applicable Federal, State of California or local government
law (including common law), statute, regulation, rule, ordinance, permit,
license, order, requirement, agreement, or approval, or any determination,
judgment, directive, or order of any executive or judicial authority at any
level of Federal, State of California or local government (whether now existing
or subsequently adopted or promulgated) relating to pollution or the protection
of the environment, ecology, natural resources, or public health and safety.

      B.    Tenant shall obtain Landlord's written consent, which may be
withheld in Landlord's discretion, prior to the occurrence of any Tenant's
Hazardous Materials Activities (defined below); provided, however, that
Landlord's consent shall not be required for normal use in compliance with
applicable Environmental Laws of customary household and office supplies (Tenant
shall first provide Landlord with a list of said materials use), such as mild
cleaners, lubricants and copier toner. As used herein, the term "Tenant's
Hazardous Materials Activities" shall mean any and all use, handling,
generation, storage, disposal, treatment, transportation, release, discharge, or
emission of any Hazardous Materials on, in, beneath, to, from, at or about the
Property, in connection with Tenant's use of the Property, or by Tenant or by
any of Tenant's agents, employees, contractors, vendors, invitees, visitors or
its future subtenants or assignees. Tenant agrees that any and all Tenant's
Hazardous Materials Activities shall be conducted in strict, full compliance
with applicable Environmental Laws at Tenant's expense, and shall not result in
any contamination of the Property or the environment. Tenant shall not discharge
any Hazardous Materials in the plumbing, sewer and/or storm drains in the
Premises and/or Complex. Tenant agrees to provide Landlord

Multi Tenant/Complex                                        Initial:____________

                                  Page 19 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

with prompt written notice of any spill or release of Hazardous Materials at the
Property during the term of the Lease of which Tenant becomes aware, and further
agrees to provide Landlord with prompt written notice of any violation of
Environmental Laws in connection with Tenant's Hazardous Materials Activities of
which Tenant becomes aware. If Tenant's Hazardous Materials Activities involve
Hazardous Materials other than normal use of customary household and office
supplies, Tenant also agrees at Tenant's expense: (i) to install such Hazardous
Materials monitoring, storage and containment devices as Landlord reasonably
deems necessary (Landlord shall have no obligation to evaluate the need for any
such installation or to require any such installation); (ii) provide Landlord
with a written inventory of such Hazardous Materials, including an update of
same each year upon the anniversary date of the Commencement Date of the Lease
("Anniversary Date"); and (iii) on each Anniversary Date, to retain a qualified
environmental consultant, acceptable to Landlord, to evaluate whether Tenant is
in compliance with all applicable Environmental Laws with respect to Tenant's
Hazardous Materials Activities. Tenant, at its expense, shall submit to Landlord
a report from such environmental consultant which discusses the environmental
consultant's findings within two (2) months of each Anniversary Date. Tenant, at
its expense, shall promptly undertake and complete any and all steps necessary,
and in full compliance with applicable Environmental Laws, to fully correct any
and all problems or deficiencies identified by the environmental consultant, and
promptly provide Landlord with documentation of all such corrections.

      C.    Prior to termination or expiration of the Lease, Tenant, at its
expense, shall (i) properly remove from the Property all Hazardous Materials
which come to be located at the Property in connection with Tenant's Hazardous
Materials Activities, and (ii) fully comply with and complete all facility
closure requirements of applicable Environmental Laws regarding Tenant's
Hazardous Materials Activities, including but not limited to (x) properly
restoring and repairing the Property to the extent damaged by such closure
activities, and (y) obtaining from the local Fire Department or other
appropriate governmental authority with jurisdiction a written concurrence that
closure has been completed in compliance with applicable Environmental Laws.
Tenant shall promptly provide Landlord with copies of any claims, notices, work
plans, data and reports prepared, received or submitted in connection with any
such closure activities.

      D.    If Landlord, in its sole discretion, believes that the Property has
become contaminated as a result of Tenant's Hazardous Materials Activities,
Landlord in addition to any other rights it may have under this Lease or under
Environmental Laws or other laws, may enter upon the Property and conduct
inspection, sampling and analysis, including but not limited to obtaining and
analyzing samples of soil and groundwater, for the purpose of determining the
nature and extent of such contamination. Tenant shall promptly reimburse
Landlord for the costs of such an investigation, including but not limited to
reasonable attorneys' fees Landlord incurs with respect to such investigation,
that discloses Hazardous Materials contamination for which Tenant is liable
under this Lease. Except as may be required of Tenant by applicable
Environmental Laws, Tenant shall not perform any sampling, testing, or drilling
to identify the presence of any Hazardous Materials at the Property, without
Landlord's prior written consent which may be withheld in Landlord's discretion.
Tenant shall promptly provide Landlord with copies of any claims, notices, work
plans, data and reports prepared, received or submitted in connection with any
sampling, testing or drilling performed pursuant to the preceding sentence.

      E.    Tenant shall indemnify, defend (with legal counsel acceptable to
Landlord, whose consent shall not unreasonably be withheld) and hold harmless
Landlord, its employees, assigns, successors, successors-in-interest, agents and
representatives from and against any and all claims (including but not limited
to third party claims from a private party or a government authority),
liabilities, obligations, losses, causes of action, demands, governmental
proceedings or directives, fines, penalties, expenses, costs (including but not
limited to reasonable attorneys', consultants' and other experts' fees and
costs), and damages, which arise from or relate to: (i) Tenant's Hazardous
Materials Activities; (ii) any Hazardous Materials contamination caused by
Tenant prior to the Commencement Date of the Lease; or (iii) the breach of any
obligation of Tenant under this Paragraph 44 (collectively, "Tenant's
Environmental Indemnification"). Tenant's Environmental Indemnification shall
include but is not limited to the obligation to promptly and fully reimburse
Landlord for losses in or reductions to rental income, and diminution in fair
market value of the Property. Tenant's Environmental Indemnification shall
further include but is not limited to the obligation to diligently and properly
implement to completion, at Tenant's expense, any and all environmental
investigation, removal, remediation, monitoring, reporting, closure activities,
or other environmental response action (collectively, "Response Actions").
Tenant shall promptly provide Landlord with copies of any claims, notices, work
plans, data and reports prepared, received or submitted in connection with any
Response Actions.

Multi Tenant/Complex                                        Initial:____________

                                 Page 20 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

      F.    Landlord hereby informs Tenant, and Tenant hereby acknowledges, that
the Premises and adjacent properties overlie a former solid waste landfill site
commonly known as the Westport Landfill ("Former Landfill"). Landlord further
informs Tenant, and Tenant hereby acknowledges, that (i) prior testing has
detected the presence of low levels of certain volatile and semi-volatile
organic compounds and other contaminants in the groundwater, in the leachate
from the landfilled solid waste, and/or in certain surface waters of the
Property, as more fully described in Section 2.3.2 of the report entitled
"Revised Discharge Monitoring Plan, Westport Landfill Site, Redwood City,
California" prepared by Geomatrix Consultants, dated May 1996 ("Discharge
Plan"), (ii) methane gas is or may be generated by the landfilled solid waste
(item "i" immediately preceding and this item "ii" are hereafter collectively
referred to as the "Landfill Contamination"), and (iii) the Premises and the
Former Landfill are subject to the California Regional Water Quality Control
Board's ("Regional Board") Waste Discharge Requirements Order No. 94-181 (the
"Order"). The Order is attached hereto as Exhibit C. As evidenced by their
initials set forth immediately below, Tenant acknowledges that Landlord has
provided Tenant with copies of the environmental reports listed on Exhibit D,
and Tenant acknowledges that Tenant and Tenant's experts (if any) have had ample
opportunity to review such reports and that Tenant has satisfied itself as to
the environmental conditions of the Property and the suitability of such
conditions for Tenant's intended use of the Property.

            Initial: ____________ Initial: _______________
                     Tenant                Landlord

      G.    Landlord shall indemnify, defend, and hold harmless Tenant against
any and all claims asserted by third parties (excluding any agents, employees,
contractors, vendors, invitees, visitors, future subtenants and assignees of
Tenant, and excluding any other parties related to Tenant), including all
liabilities, judgments, damages, suits, orders, government directives, costs and
expenses in connection with such claims, which arise from (i) the Landfill
Contamination, or (ii) the Order, as may be amended ("Landlord's Environmental
Indemnity"); provided however that Landlord's Environmental Indemnity shall be
subject to the following limitations and conditions:

      (1)   Landlord's Environmental Indemnity shall not apply to any economic
            or consequential damages suffered by Tenant, including but not
            limited to loss of business or profits.

      (2)   Landlord's Environmental Indemnity shall not apply, without
            limitation, to any releases caused by Tenant's Hazardous Materials
            Activities.

      (3)   Tenant acknowledges that Landlord must comply with the Order, as may
            be amended, and with directives of government authorities including
            the Regional Board, with respect to the Contamination and the Former
            Landfill. Tenant further acknowledges that groundwater monitoring
            wells, methane recovery wells and equipment, and other environmental
            control devices are located on and about the Premises and may be
            modified or added to during the term of the Lease (collectively,
            "Environmental Equipment"), and that environmental investigation,
            monitoring, closure and post-closure activities (collectively,
            "Environmental Activities") will be performed on the Premises during
            the term of the Lease. Tenant shall allow Landlord, and any other
            party named as a discharger under the Order, as may be amended, and
            their respective agents, consultants and contractors, and agents of
            governmental environmental authorities with jurisdiction
            ("Government Representatives") to enter the Premises to access the
            Environmental Equipment and to perform Environmental Activities
            during the term of the Lease, provided that Tenant's use and
            occupancy of the Premises shall not unreasonably be disturbed.

      (4)   Tenant and Landlord shall reasonably cooperate with each other
            regarding any Environmental Activities to be performed, and
            regarding any Environmental Equipment to be installed, maintained,
            or removed on the Premises during the term of the Lease.

      (5)   Tenant shall be responsible at its expense for repairing any
            Environmental Equipment damaged due to the negligence of Tenant or
            Tenant's agents, employees, contractors, vendors, invitees,
            visitors, future subtenants or assignees (such terms "invitees" and
            "visitors" as used in this Paragraph shall not include Landlord or
            any other party named as a discharger under the Order as may be
            amended, or any of their respective agents, consultants or
            contractors, or any Government Representatives).

Multi Tenant/Complex                                        Initial:____________

                                  Page 21 of 23

<PAGE>

                                                        BUILDING: Westport 5
                                                        PROPERTY: 30-0105
                                                        UNIT:     3
                                                        LEASE ID: 0105-GUPT01-01

It is agreed that the Tenant's responsibilities related to Hazardous Materials
will survive the expiration or termination of this Lease and that Landlord may
obtain specific performance of Tenant's responsibilities under this Paragraph
44.

      45.BROKERS. Tenant represents and warrants that it has not dealt with any
real estate brokers, agents, or finders in connection with the original Term of
this Lease, and knows of no real estate broker, agent or finder who is entitled
to a commission ("Lease Commission") in connection with this Lease. Tenant
agrees to defend, protect, indemnify and hold Landlord harmless from and against
all claims for brokerage commissions, finder's fees, and other compensation made
by any broker, agent, or finder as consequence of the Tenant's actions or
dealings with such broker, agent or finder. The parties hereto acknowledge that
Landlord will not pay a Lease Commission to any broker related to the original
Term of this Lease, or in the event this Lease is extended or the square footage
leased hereunder is increased for any reason whatsoever.

      46.MISCELLANEOUS AND GENERAL PROVISIONS.

      A.    Use of Building Name. Tenant shall not, without the written consent
of Landlord, use the name of the building for any purpose other than as the
address of the business conducted by Tenant in the Premises.

      B.    Choice of Law; Severability. This Lease shall in all respects be
governed by and construed in accordance with the laws of the State of
California. If any provision of this Lease shall be invalid, unenforceable or
ineffective for any reason whatsoever, all other provisions hereof shall be and
remain in full force and effect.

      C.    Definition of Terms. The term "Premises" includes the space leased
hereby and any improvements now or hereafter installed therein or attached
thereto. The term "Landlord" or any pronoun used in place thereof includes the
plural as well as the singular and the successors and assigns of Landlord. The
term "Tenant" or any pronoun used in place thereof includes the plural as well
as the singular and individuals, firms, associations, partnerships and
corporations, and their and each of their respective heirs, executors,
administrators, successors and permitted assigns, according to the context
hereof, and the provisions of this Lease shall inure to the benefit of and bind
such heirs, executors, administrators, successors and permitted assigns.

      The term "person" includes the plural as well as the singular and
individuals, firms, associations, partnerships and corporations. Words used in
any gender include other genders. If there be more than one Tenant the
obligations of Tenant hereunder are joint and several. The paragraph headings of
this Lease are for convenience of reference only and shall have no effect upon
the construction or interpretation of any provisions hereof.

      D.    Time Of Essence. Time is of the essence of this Lease and of each
and all of its provisions.

      E.    Quitclaim. At the expiration or earlier termination of this Lease,
Tenant shall execute, acknowledge and deliver to Landlord, within ten (10) days
after written demand from Landlord to Tenant, any quitclaim deed or other
document required by any reputable title company, licensed to operate in the
State of California, to remove the cloud or encumbrance created by this Lease
from the real property of which Tenant's Premises are a part.

      F.    Incorporation of Prior Agreements; Amendments. This instrument along
with any exhibits and attachments hereto constitutes the entire agreement
between Landlord and Tenant relative to the Premises and this agreement and the
exhibits and attachments may be altered, amended or revoked only by an
instrument in writing signed by both Landlord and Tenant. Landlord and Tenant
agree hereby that all prior or contemporaneous oral agreements between and among
themselves and their agents or representatives relative to the leasing of the
Premises are merged in or revoked by this agreement.

      G.    Recording. Neither Landlord nor Tenant shall record this Lease or a
short form memorandum hereof without the consent of the other.

      H.    Amendments for Financing. Tenant further agrees to execute any
reasonable amendments required by a lender to enable Landlord to obtain
financing, so long as Tenant's rights hereunder are not substantially affected.

Multi Tenant/Complex                                        initial:____________

                                 Page 22 of 23


<PAGE>

                                                  BUILDING:     Westport 5
                                                  PROPERTY:     30-0105
                                                  UNIT:         3
                                                  LEASE ID:     0105-GUPT01-01

      I. Clauses, Plats and Riders. Clauses, plats and riders, if any, signed by
Landlord and Tenant and endorsed on or affixed to this Lease are a part hereof.

      J. Diminution of Light, Air or View. Tenant covenants and agrees that no
diminution or shutting off of light, air or view by any structure which may be
hereafter erected (whether or not by Landlord) shall in any way affect this
Lease, entitle Tenant to any reduction of Rent hereunder or result in any
liability of Landlord to Tenant.

      IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this
Lease as of the day and year last written below.

LANDLORD:                               TENANT:

WESTPORT JOINT VENTURE                  GUPTA TECHNOLOGIES, LLC
a California joint venture              a Delaware Limited liability Company

JOHN ARRILLAGA SURVIVOR'S TRUST         By /s/ John Tiomno
                                           -------------------------
                                        John Tiomno VP, Corp. Real Estate

By /s/ John Arrillaga                   Print or Type Name/Title
   ----------------------
John Arrillaga, Trustee

Date:9/10/01                            Date:8/27/01

PEERY PRIVATE INVESTMENT
COMPANY WP, I.P.
a California limited partnership

By:/s/ Richard T. Peery
   ----------------------
Richard T.Peery,Trustee of the
Richard T.Peery Separate Property
Trust dated 7/20/77, as its General
Partner

Date: 9/12/01

PEERY PRIVATE INVESTMENT
COMPANY WP, I.P.
a California limited partnership

By: /s/ Richard T. Peery
    --------------------
Richard T.Peery,Trustee of the
Richard T.Peery Separate Property
Trust dated 7/20/77, as its General
Partner

Date: 9/12/01

Multi Tenant/Complex                                       Initial:_____________

                                 Page 23 of 23
<PAGE>
[FLOOR PLAN]

                              WESTPORT OFFICE PARK
                            REDWOOD CITY, CALIFORNIA
                               PEERY & ARRILLAGA

The private road section of Island Drive between Parcel I (outlined in Green)
and Parcel II (outlined in Orange) has a reciprocal ingress and egress easement
for the benefit of Parcel I and parcel II.

EXHIBIT A TO LEASE AGREEMENT DATED JULY 19, 2001 BY AND BETWEEN WESTPORT JOINT
VENTURE, AS LANDLORD, AND GUPTA TECHNOLOGIES, LLC, AS TENANT.

                                                            Initial: ___________

<PAGE>

COMMON AREA                                                          THIRD PARTY

[FLOOR PLAN]

EXHIBIT A TO LEASE AGREEMENT DATED JULY 19, 2001 BY AND BETWEEN WESTPORT JOINT
VENTURE, AS LANDLORD, AND GUPTA TECHNOLOGIES, LLC, AS TENANT.

                                                           Initial: ____________

<PAGE>
       EXHIBIT D TO LEASE AGREEMENT DATED JULY 19, 2001 BETWEEN WESTPORT
          JOINT VENTURE, AS LANDLORD, AND GUPTA TECHNOLOGIES, LLC, AS
                                    TENANT.

                           HAZARDOUS MATERIALS REPORTS
                               PROVIDED TO TENANT

1)    Applicability of Chemrisk Assessment for the Westport Site, Dated October
      1989, to Currently Proposed Site Development Plan - Report dated June 28,
      1994, prepared by ChemRisk

2)    Draft Supplemental Environmental Impact Report for Westport Development
      Project dated October 1989, Prepared by McLaren

3)    Revised Discharge Monitoring Plan for Westport Landfill Site Dated May
      1996 prepared by Geomatrix Consultants

                                                              Initial:__________