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                                                                  EXHIBIT 10.7.1

                         STANDARD OFFICE LEASE - GROSS
                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                                     [LOGO]

1.   Basic Lease Provisions ("Basic Lease Provisions")

     1.1  Parties: This Lease, dated, for reference purposes only, January 18,
                                                                   ----------
2000, is made by and between SCOTT BOULEVARD ASSOCIATES, (herein called
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"Lessor") and NASSDA CORPORATION, doing business under the name of NASSDA
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CORPORATION, (herein called "Lessee").
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     1.2  Premises: Suite Numbers(s) 110,     floors, consisting of
                                     ---  ---
approximately 4,825 feet, more or less, as defined in paragraph 2 and as shown
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on Exhibit "A" hereto (the "Premises").
     1.3  Building: Commonly described as being located at 2975 Scott Boulevard,
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in the City of Santa Clara, County of Santa Clara, State of California, as more
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particularly described in Exhibit N/A hereto, and as defined in paragraph 2.
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     1.4  Use: Office, sales marketing, research and development, and other
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legally related uses, subject to paragraph 6.
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     1.5  Term: Three (3) years commencing February 19, 2000 or sooner
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("Commencement Date") and ending February 28, 2003, as defined in paragraph 3.
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     1.6  Base Rent: FOURTEEN THOUSAND FOUR HUNDRED SEVENTY-FIVE DOLLARS
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($14,475) per month, payable on the 1st day of each month, per paragraph 4.1
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     .
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     1.7  Base Rent Increase: On March 1, 2001 and March 1, 2002 the monthly
                                 -------------------------------
Base Rent payable under paragraph 1.6 above shall be adjusted as provided in
paragraph 4.3 below.
     1.8  Rent Paid Upon Execution: FOURTEEN THOUSAND FOUR HUNDRED SEVENTY-FIVE
                                    -------------------------------------------
DOLLARS ($14,475) for      .
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     1.9  Security Deposit: TWENTY-EIGHT THOUSAND NINE HUNDRED FIFTY DOLLARS
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($28,950). Security Deposit will be reduced to an amount equal to one (1)
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month's rent, provided that Lessee shows evidence of venture capital funding in
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the amount of at least ONE MILLION DOLLARS ($1,000,000), and Lessee is not in
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default of the terms of the Lease.
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     1.10 Lessee's Share of Operating Expense Increase: 22.2% as defined in
                                                        ----
paragraph 4.2.

2.   Premises, Parking and Common Areas.
      2.1  Premises: The Premises are a portion of a building, herein sometimes
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions. "Building" shall include adjacent parking structures used in
connection therewith. The Premises, the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon or thereunder, are herein collectively referred to as the "Office
Building Project." Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions set forth herein,
the real property referred to in the Basic Lease Provisions, paragraph 1.2, as
the "Premises", including rights to the Common Areas as hereinafter specified.
      2.2  Vehicle Parking: So long as Lessee is not in default, and subject to
the rules and regulations attached hereto, and as established by Lessor from
time to time, Lessee shall be entitled to rent and use 20 parking spaces in the
                                                       --
Office Building Project.
          2.2.1 If Lessee commits, permits or allows any of the prohibited
activities described in the Lease or the rules then in effect, then Lessor shall
have the right, without notice, in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.
          2.2.2 The monthly parking rate per parking space will be $0 per month.
                                                                    -
      2.3  Common Areas - Definition. The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Office Building Project that are provided and designated by the Lessor
from time to time for the general non-exclusive use of Lessor, Lessee and of
other lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, including but not limited to common
entrances,lobbies, corridors, stairways and stairwells, public restrooms,
elevators,escalators, parking areas to the extent not otherwise prohibited by
this Lease, loading and unloading areas, trash areas, roadways, sidewalks,
walkways, parkways, ramps, driveways, landscaped areas and decorative walls.
      2.4  Common Areas - Rules and Regulations. Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit B with respect
to the Office Building Project and Common Areas, and to cause its employees,
suppliers, shippers, customers, and invitees to so abide and conform. Lessor or
person(s) as Lessor may appoint shall have the exclusive control and management
such other of the Common Areas and shall have the right, from time to time,
to modify,amend and enforce said rules and regulations. Lessor shall not be
responsible toLessee for the non-compliance with said rules and regulations by
other lessees, their agents, employees and invitees of the Office Building
Project.
      2.5  Common Areas - Changes. Lessor shall have the right, in Lessor's sole
discretion, from time to time:
          (a)   To make changes to the Building interior and exterior and Common
Areas, including, without limitation, changes in the location, size shape,
number, and appearance thereof, including but not limited to the lobbies,
windows,stairways, air shafts, elevators, escalators, restrooms, driveways,
parking spaces, parking areas, loading and unloading areas, ingress, egress,
entrances, direction of traffic, decorative walls, landscaped areas and
walkways; provided,however, Lessor shall at all times provide the parking
facilities required by applicable law;
          (b)   To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;
          (c)   To designate other land and improvements outside the boundaries
of the Office Building Project to be a part of the Common Areas, provided that
such other land and improvements have a reasonable and functional relationship
to the Office Building Project;
          (d)   To add additional buildings and improvements to the Common
Areas;
          (e)   To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project, or any
portion thereof;
          (f)   To do and perform such other acts and make such other changes
in, to or with respect to the Common Areas and Office Building Project as Lessor
may, in the exercise of sound business judgment deem to be appropriate.

3.   Term.
      3.1  Term. The term and Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

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      3.1   Term. The term and Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

      3.2   Delay In Possession.  Notwithstanding said Commencement Date, if for
any reason Lessor cannot deliver possession of the Premises to Lessee on said
date and subject to paragraph 3.2.2, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or
the obligations of Lessee hereunder or extend the term hereof; but in such case,
Lessee shall not be obligated to pay rent or perform any other obligation of
Lessee under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement
Date, as the same may be extended under the terms of a Work Letter executed by
Lessor and Lessee, Lessee may, at Lessee's option, by notice in writing to
Lessor within ten (10) days thereafter, cancel this Lease, in which event the
parties shall be discharged from all obligations hereunder; provided, however,
that, as to Lessee's obligations, Lessee first reimburses Lessor for all costs
incurred for Non-Standard Improvements and, as to Lessor's obligations, Lessor
shall return any money previously deposited by Lessee (less any offsets due
Lessor for Non-Standard Improvements; and provided further, that if such
written notice by Lessee is not received by Lessor within said ten (10) day
period, Lessee's right to cancel this Lease hereunder shall terminate and be of
no further force or effect.

            3.2.1   Possession Tendered - Defined. Possession of the Premises
shall be deemed tendered to Lessee ("Tender of Possession") when (1) the
improvements to be provided by Lessor under this Lease are substantially
completed, (2) the Building utilities are ready for use in the Premises, (3)
Leases has reasonable access to the Premises, and (4) ten (10) days shall have
expired following advance written notice to Lessee of the occurence of the
matters described in (1), (2) and (3), above of this paragraph 3.2.1.

            3.2.2   Delays Caused by Lessee. There shall be no abatement of
rent, and the sixty (60) day period following the Commencement Date before which
Lessee's right to cancel this Lease accrues under paragraph 3.2, shall be deemed
extended to the extent of any delays caused by acts or omissions of Lessee,
Lessee's agents, employees and contractors.

      3.3   Early Possession. If Lessee occupies the Premises prior to said
Commencement Date, such occupancy shall be subject to all provisions of this
Lease, such occupancy shall not change the termination date, and Lessee shall
pay rent for such occupancy.

      3.4   Uncertain Commencement. In the event commencement of the Lease term
is defined as the completion of the improvements, Lessee and Lessor shall
execute an amendment to this Lease establishing the date of Tender of Possession
(as defined in paragraph 3.2.1) or the actual taking of possession by Lessee,
whichever first occurs, as the Commencement Date.

4. Rent.

      4.1   Base Rent. Subject to adjustment as hereinafter provided in
paragraph 4.3, and except as may be otherwise expressly provided in this Lease,
Lessee shall pay to Lessor the Base Rent for the Premises set forth in paragraph
1.6 of the Basic Lease Provisions, without offset or deduction. Lessee shall pay
Lessor upon execution hereof the advance Base Rent described in paragraph 1.8 of
the Basic Lease Provisions. Rent for any period during the term hereof which is
for less than one month shall be prorated based upon the actual number of days
of the calendar month involved. Rent shall be payable in lawful money of the
United States to Lessor at the address stated herein or to such other persons or
at such other places as Lessor may designate in writing.

      4.2   Operating Expense Increase. Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, Lessee's Share, as hereinafter
defined, of the amount by which all Operating Expenses, as hereinafter defined,
for each Comparison Year exceeds the amount of all Operating Expenses for the
Base Year, such excess being hereinafter referred to as the "Operating Expense
Increase", in accordance with the following provisions:

            (a)   "Lessee's Share" is defined, for purposes of this Lease, as
the percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which
percentage has been determined by dividing the approximate square footage of
the Premises by the total approximate square footage of the rentable space
contained in the Office Building Project. It is understood and agreed that the
square footage figures set forth in the Basic Lease Provisions are
approximations which Lessor and Lessee agree are reasonable and shall not be
subject to revision except in connection with an actual change in the size of
the Premises or a change in the space available for lease in the Office
Building Project.

            (b)   "Base Year" is defined as the calendar year in which the
Lease term commences.

            (c)   "Comparison Year" is defined as each calendar year during the
term of this Lease subsequent to the Base Year; provided, however, Lessee
shall have no obligation to pay a share of the Operating Expense Increase
applicable to the first twelve (12) months of the Lease Term (other than such as
are mandated by a governmental authority, as to which government mandated
expenses Lessee shall pay Lessee's Share, notwithstanding they occur during the
first (12) months). Lessee's Share of the Operating Expense Increase for the
first and last Comparison Years of the Lease Term shall be prorated according to
that portion of such Comparison Year as to which Lessee is responsible for a
share of such increase.

            (d)   "Operating Expenses" is defined, for purposes of this Lease,
to include all costs, if any, incurred by Lessor in the exercise of its
reasonable discretion, for:

                  (I)   The operation, repair, maintenance, and replacement,
in neat, clean, safe, good order and condition, of the Office Building Project,
including but not limited to, the following:

                        (aa)  The Common Areas, including their surfaces,
coverings, decorative items, carpets, drapes and window coverings, and including
parking areas, loading and unloading areas, trash areas, roadways, sidewalks,
walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers,
irrigation systems, Common Area lighting facilities, building exteriors and
roofs, fences and gates;

                        (bb)  All heating, air conditioning, plumbing,
electrical systems, life safety equipment, telecommunication and other
equipment  used in common by, or for the benefit of, lessees or occupants of
the Office Building Project, including elevators and escalators, tenant
directories, fire detection systems including sprinkler system maintenance and
repair.

                  (II)  Trash disposal, janitorial and security services;

                  (III) Any other service to be provided by Lessor that is
elsewhere in this Lease stated to be an "Operating Expense";

                  (IV)  The cost of the premiums for the liability and property
insurance policies to be maintained by Lessor under paragraph 8 hereof;

                  (V)   The amount of the real property taxes to be paid by
Lessor under paragraph 10.1 hereof;

                  (VI)  The cost of water, sewer, gas, electricity, and other
publicly mandated services to the Office Building Project;

                  (VII) Labor, salaries, and applicable fringe benefits and
costs, materials, supplies and tools, used in maintaining and/or cleaning the
Office Building Project and accounting and a management fee attributable to the
operation of the Office Building Project;

                  (VIII) Replacing and/or adding improvements mandated by any
governmental agency and any repairs or removals necessitated thereby amortized
over its useful life according to Federal Income tex regulations or guidelines
for depreciation thereof (including interest on the unamortized balance as is
then reasonable in the judgement of Lessor's accountants);

                  (IX)  Replacement of equipment or improvements that have a
useful life for depreciation purposes according to Federal Income tax guidelines
of five (5) years or less, as amortized over such life.

            (e)   Operating Expenses shall not include the costs of replacements
of equipment or improvements that have a useful life for Federal income tax
purposes in excess of five (5) years unless it is of the type described in
paragraph 4.2(d)(viii), in which case their cost shall be included as above
provided.

            (f)   Operating Expenses shall not include any expenses paid by any
lessee directly to third parties, or as to which Lessor is otherwise reimbursed
by any third party, other tenant, or by insurance proceeds.

            (g)   Lessee's Share of Operating Expense Increase shall be payable
by Lessee within ten (10) days after a reasonably detailed statement of actual
expenses is presented to Lessee by Lessor. At Lessor's option, however, an
amount may be estimated by Lessor from time to time in advance of Lessee's Share
of the Operating Expense Increase for any Comparison Year, and the same shall
be payable monthly or quarterly, as Lessor shall designate, during each
Comparison Year of the Lease term, on the same day as the Base Rent is due
hereunder. In the event that Lessee pays Lessor's estimate of Lessee's Share of
Operating Expense Increase as aforesaid, Lessor shall deliver to Lessee within
sixty (60) days after the expiration of each Comparison Year a reasonably
detailed statement showing Lessee's Share of the actual Operating Expense
Increase incurred during such year. If Lessee's payments under this paragraph
4.2(g) during said Comparison Year exceed Lessee's Share as indicated on said
statement, Lessee shall be entitled to credit the amount of such overpayment
against Lessee's Share of Operating Expense Increase next falling due. If
Lessee's payments under this paragraph during said Comparison Year were less
than Lessee's Share as indicated on said statement, Lessee shall pay to Lessor
the amount of the deficiency within ten (10) days after delivery by Lessor to
Lessee of said statement. Lessor and Lessee shall forthwith adjust between them
by cash payment any balance determined to exist with respect to that portion of
the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases, notwithstanding that the Lease term may have terminated before the
end of such Comparison Year.

      4.3   Rent Increase.

            4.3.1  At the times set forth in paragraph 1.7 of the Basic Lease
Provisions, the monthly Base Rent payable under paragraph 4.1 of this Lease
shall

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be adjusted by the increase, if any, in the Consumer Price Index of the Bureau
of Labor Statistics of the Department of Labor for All Urban Consumers,
(1967=100), "All Items," for the city nearest the location of the Building,
herein referred to as "C.P.I.," since the date of this Lease.

           4.3.2 The monthly Base Rent payable pursuant to paragraph 4.3.1 shall
be calculated as follows: the Base Rent payable for the first month of the term
of this Lease, as set forth in paragraph 4.1 of this Lease, shall be multiplied
by a fraction the numerator of which shall be the C.P.I. of the calendar month
during which the adjustment is to take effect, and the denominator of which
shall be the calendar month in which the original Lease term commences. The sum
so calculated shall constitute the new monthly Base Rent hereunder, but, in no
event, shall such new monthly Base Rent be less than the Base Rent payable for
the month immediately preceding the date for the rent adjustment.

           4.3.3 In the event the compilation and/or publication of the C.P.I.
shall be transferred to any other governmental department or bureau or agency
or shall be discontinued, then the index most nearly the same as the C.P.I.
shall be used to make such calculations. In the event the Lessor and Lessee
cannot agree on such alternative index, then the matter shall be submitted for
decision to the American Arbitration Association in the county in which the
Premises are located, in accordance with the then rules of said association and
the decision of the arbitrators shall be binding upon the parties,
notwithstanding one party failing to appear after due notice of the proceeding.
The cost of said Arbitrators shall be paid equally by Lessor and Lessee.

           4.3.4 Lessee shall continue to pay the rent at the rate previously in
effect until the increase, if any, is determined. Within five (5) days following
the date on which the increase is determined, Lessee shall make such payment to
Lessor as will bring the increased rental current, commencing with the effective
date of such increase through the date of any rental instalments then due.
Thereafter the rental shall be paid at the increased rate.

           4.3.5 At such time as the amount of any change in the rental required
by this Lease is known or determined, Lessor and Lessee shall execute an
amendment to this Lease setting forth such change.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder, or otherwise defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby. If Lessor so uses or applies all or any portion of
said deposit, Lessee shall within ten (10) days after written demand therefor
deposit cash with Lessor in an amount sufficient to restore said deposit to the
full amount then required of Lessee. If the monthly Base Rent shall, from time
to time, increase during the term of this Lease, Lessee shall, at the time of
such increase, deposit with Lessor additional money as a security deposit so
that the total amount of the security deposit held by Lessor shall at all times
bear the same proportion to the then current Base Rent as the initial security
deposit bears to the initial Base Rent set forth in paragraph 1.6 of the Basic
Lease Provisions. Lessor shall not be required to keep said security deposit
separate from its general accounts. If Lessee performs all of Lessee's
obligations hereunder, said deposit, or so much thereof as has not heretofore
been applied by Lessor, shall be returned, without payment of interest or other
increment for its use, to Lessee (or, at Lessor's option, to the last assignee,
if any, of Lessee's interest hereunder) at the expiration of the term hereof,
and after Lessee has vacated the Premises. No trust relationship is created
herein between Lessor and Lessee with respect to said Security Deposit.

6.   Use.

     6.1   Use. The Premises shall be used and occupied only for the purpose set
forth in paragraph 1.4 of the Basic Lease Provisions or any other use which is
reasonably comparable to that use and for no other purpose.

     6.2   Compliance with Law.

           (a) Lessor warrants to Lessee that the Premises, in the state
existing on the date that the Lease term commences, but without regard to
alterations or improvements made by Lessee or the use for which Lessee will
occupy the Premises, does not violate any covenants or restrictions of record,
or any applicable building code, regulation or ordinance in effect on such Lease
term Commencement Date. In the event it is determined that this warranty has
been violated, then it shall be the obligation of the Lessor, after written
notice from Lessee, to promptly, at Lessor's sole cost and expense, rectify any
such violation.

           (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's
expense, promptly comply with all applicable statutes, ordinances, rules,
regulations, orders, covenants and restrictions of record, and requirements of
any fire insurance underwriters or rating bureaus, now in effect or which may
hereafter come into effect, whether or not they reflect a change in policy from
that now existing, during the term or any part of the term hereof, relating in
any manner to the Premises and the occupation and use by Lessee of the Premises.
Lessee shall conduct its business in a lawful manner and shall not use or permit
the use of the Premises or the Common Areas in any manner that will tend to
create waste or a nuisance or shall tend to disturb other occupants of the
Office Building Project.

     6.3   Condition of Premises.

           (a) Lessor shall deliver the Premises to Lessee in a clean condition
on the Lease Commencement Date (unless Lessee is already in possession) and
Lessor warrants to Lessee that the plumbing, lighting, air conditioning, and
heating system in the Premises shall be in good operating condition. In the
event that it is determined that this warranty has been violated, then it shall
be the obligation of Lessor, after receipt of written notice from Lessee setting
forth with specificity the nature of the violation, to promptly, at Lessor's
sole cost, rectify such violation.

           (b) Except as otherwise provided in this Lease, Lessee hereby accepts
the Premises and the Office Building Project in their condition existing as of
the Lease Commencement Date or the date that Lessee takes possession of the
Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas, or Office Building Project for the conduct of Lessee's
business.

7.   Maintenance, Repairs, Alterations and Common Area Services.

     7.1   Lessor's Obligations. Lessor shall keep the Office Building Project,
including the Premises, interior and exterior walls, roof, and common areas, and
the equipment whether used exclusively for the Premises or in common with other
premises, in good condition and repair; provided, however, Lessor shall not be
obligated to paint, repair or replace wall coverings, or to repair or replace
any improvements that are not ordinarily a part of the Building or are above
then Building standards. Except as provided in paragraph 9.5, there shall be no
abatement of rent or liability of Lessee on account of any injury or
interference with Lessee's business with respect to any improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to terminate this Lease because of Lessor's failure to keep the
Premises in good order, condition and repair.

     7.2   Lessee's Obligations.

           (a) Notwithstanding Lessor's obligation to keep the Premises in good
condition and repair, Lessee shall be responsible for payment of the cost
thereof to Lessor as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises, to the extent such cost is attributable to
causes beyond normal wear and tear. Lessee shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above then Building standards. Lessor may, at its option, upon reasonable
notice, elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder.

           (b) On the last day of the term hereof, or on any sooner termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary wear and tear excepted, clean and free of debris. Any damage or
deterioration of the Premises shall not be deemed ordinary wear and tear if the
same could have been prevented by good maintenance practices by Lessee. Lessee
shall repair any damage to the Premises occasioned by the installation or
removal of Lessee's trade fixtures, alterations, furnishings and equipment.
Except as otherwise stated in this Lease, Lessee shall leave the air lines,
power panels, electrical distribution systems, lighting fixtures, air
conditioning, window coverings, wall coverings, carpets, wall panelling,
ceilings and plumbing on the Premises and in good operating condition.

     7.3   Alterations and Additions.

           (a) Lessee shall not, without Lessor's prior written consent make any
alterations, improvements, additions, Utility Installations or repairs in, on or
about the Premises, or the Office Building Project. As used in this paragraph
7.3 the term "Utility Installation" shall mean carpeting, window and wall
coverings, power panels, electrical distribution systems, lighting fixtures, air
conditioning, plumbing, and telephone and telecommunication wiring and



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equipment. At the expiration of the term, Lessor may require the removal of any
or all of said alterations, improvements, additions or Utility Installations,
and the restoration of the Premises and the Office Building Project to their
prior condition, at Lessee's expense. Should Lessor permit Lessee to make its
own alterations, improvements, additions or Utility Installations, Lessee shall
use only such contractor as has been expressly approved by Lessor, and Lessor
may require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien
and completion bond in an amount equal to one and one-half times the estimated
cost of such improvements, to insure Lessor against any liability for mechanic's
and materialmen's liens and to insure completion of the work. Should Lessee make
any alterations, improvements, additions or Utility installations without the
prior approval of Lessor, or use a contractor not expressly approved by Lessor,
Lessor may, at any time during the term of this Lease, require that Lessee
remove any part or all of the same.

           (b) Any alterations, improvements, additions or Utility Installations
in or about the Premises or the Office Building Project that Lessee shall desire
to make shall be presented to Lessor in written form, with proposed detailed
plans. If Lessor shall give its consent to Lessee's making such alteration,
improvement, addition or Utility Installation, the consent shall be deemed
conditioned upon Lessee acquiring a permit to do so from the applicable
governmental agencies, furnishing a copy thereof to Lessor prior to the
commencement of the work, and compliance by Lessee with all conditions of said
permit in a prompt and expeditious manner.

           (c) Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use in
the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises, the Building or the Office Building
Project, or any interest therein.

           (d) Lessee shall give Lessor not less than ten (10) days' notice
prior to the commencement of any work in the Premises by Lessee, and Lessor
shall have the right to post notices of non-responsibility in or on the Premises
or the Building as provided by law. If Lessee shall, in good faith, contest the
validity of any such lien, claim or demand, then Lessee shall, at its sole
expense defend itself and Lessor against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, the Building or the Office Building
Project, upon the condition that if Lessor shall require, Lessee shall furnish
to Lessor a surety bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In additon, Lessor may require Lessee to
pay Lessor's reasonable attorneys fees and costs in participating in such action
if Lessor shall decide it is to Lessor's best interest so to do.

           (e) All alterations, improvements, additions and Utility
Installations (whether or not such Utility Installations constitute trade
fixtures of Lessee), which may be made to the Premises by Lessee, including but
not limited to, floor coverings, panelings, doors, drapes, built-ins, moldings,
sound attenuation, and lighting and telephone or communication systems, conduit,
wiring and outlets, shall be made and done in a good and workmanlike manner and
of good and sufficient quality and materials and shall be the property of Lessor
and remain upon and be surrendered with the Premises at the expiraion of the
Lease term, unless Lessor requires their removal pursuant to paragraph 7.3(a).
Provided Lessee is not in default, notwithstanding the provisions of this
paragraph 7.3(e), Lessee's personal property and equipment, other than that
which is affixed to the Premises so that it cannot be removed without material
damage to the Premises or the Building, and other than Utility Installations,
shall remain the propety of Lessee and may be removed by Lessee subject to the
provisions of paragraph 7.2.

           (f) Lessee shall provide Lessor with as-built plans and
specifications for alterations, improvements, additions or Utility
Installations.

     7.4   Utility Additions. Lessor reserves the right to install new or
additional utility facilities throughtout the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical
systems, communication systems, and fire protection and detection systems, so
long as such installations do not unreasonably interfere with Lessee's use of
the Premises.

8.   Insurance; Indemnity.

     8.1 Liability Insurance - Lessee. Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive
General Liability Insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an
amount of not less than $1,000,000 per occurrence of bodily injury and property
damage combined or in a greater amount as reasonably determined by Lessor and
shall insure Lessee with Lessor as an additional insured against liability
arising out of the use, occupancy or maintenance of the Premises. Compliance
with the above requirement shall not, however, limit the liability of Lessee
hereunder.

     8.2 Liability Insurance - Lessor. Lessor shall obtain and keep in force
during the term of this Lease a policy of Combined Single Limit Bodily Injury
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor deems advisable from time to time, insuring Lessor, but not Lessee,
against liability arising out of the ownership, use, occupancy or maintenance of
the Office Building Project in an amount not less than $5,000,000.00 per
occurrence.

    8.3 Property Insurance - Lessee. Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease for the benefit of Lessee,
replacement cost fire and extended coverage insurance, with vandalism and
malicious mischief, sprinkler leakage and earthquake sprinkler leakage
endorsements, in an amount sufficient to cover not less than 100% of the full
replacement cost, as the same may exist from time to time, of all of Lessee's
personal property, fixtures, equipment and tenant improvements.

     8.4 Property Insurance - Lessor. Lessor shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Lessee's  personal
property, fixtures, equipment or tenant improvements, in the amount of the full
replacement cost thereof, as the same may exist from time to time, utilizing
Insurance Services Office standard form, or equivalent, providing protection
against all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, plate glass, and such other perils as
Lessor deems advisable or may be required by a lender having a lien on the
Office Building Project. In addition, Lessor shall obtain and keep in force,
during the term of this Lease, a policy of rental value insurance covering a
period of one year, with loss payable to Lessor, which insurance shall also
cover all Operating Expenses for said period. Lessee will not be named in any
such policies carried by Lessor and shall have no right to any proceeds
therefrom. The policies required by these paragraphs 8.2 and 8.4 shall contain
such deductibles as Lessor or the aforesaid lender may determine. In the event
that the Premises shall suffer an insured loss as defined in paragraph 9.1(f)
hereof, the deductible amounts under the applicable insurance policies shall be
deemed an Operating Expense. Lessee shall not do or permit to be done anything
which shall invalidate the insurance policies carried by Lessor. Lessee shall
pay the entirety of any increase in the property insurance premium for Office
Building Project over what it was immediately prior to the commencement of the
term of this Lease if the increase is specified by Lessor's insurance carrier as
being caused by the nature of Lessee's occupancy or any act or omission of
Lessee.

     8.5 Insurance Policies. Lessee shall deliver to Lessor copies of liability
insurance policies required under paragraph 8.1 or certificates evidencing the
existence and amounts of such insurance within seven (7) days after the
Commencement Date of this Lease. No such policy shall be cancelable or subject
to reduction of coverage or other modification except after thirty (30) days
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to
the expiration of such policies, furnish Lessor with renewals thereof.

     8.6 Waiver of Subrogation. Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other,
for direct or consequential loss or damage arising out of or incident to the
perils covered by property insurance carried by such party, whether due to the
negligence of Lessor or Lessee or their agents, employees, contractors and/or
invitees. If necessary all property insurance policies required under this
Lesase shall be endorsed to so provide.

     8.7 Indemnity. Lessee shall  indemnify and hold harmless Lessor and its
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all claims for damage to the person or property of anyone or any entity
arising from Lessee's use of the Office Building Project, or from the conduct of
Lessee's business or from any activity, work or things done, permitted or
suffered by lessee in or about the Premises or elsewhere and shall further
indemnify and hold harmless Lessor from and against any and all claims, costs
and expenses arising from any breach or default in the performance of any
obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any act or omission of Lessee, or any of Lessee's agents,
contractors, employees or invitees, and from and against all costs, attorney's
fees, expenses and liabilities incurred by Lessor as the result of any such
use, conduct, activity, work, things done, permitted or suffered, breach,
default or negligence, and in dealing reasonably therewith, including but not
limited to the defense or pursuit of any claim or any action or proceeding
involved therein; and in case any action or proceeding be brought against Lessor
by reason of any such matter, Lessee upon notice from Lessor shall defend the
same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so indemnified. Lessee, as a material part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.

     8.8   Exemption of Lessor from Liability. Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for loss of or damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other

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person in or about the Premises or the Office Building Project, nor shall Lessor
be liable for injury to the person of Lessee, Lessee's employees, agents or
contractors, whether such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project, or of the equipment, fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible, Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building Project, nor from the failure of Lessor to enforce
the provisions of any other lease of any other lessee of the Office Building
Project.
     8.9   No Representation of Adequate Coverage. Lessor makes no
representation that the limits or forms of coverage of insurance specified in
this paragraph 8 are adequate to cover Lessee's property or obligations under
this Lease.

9.  Damage or Destruction.
     9.1   Definitions.
           (a)   "Premises Damage" shall mean if the Premises are damaged or
destroyed to any extent.
           (b)   "Premises Building Partial Damage" shall mean if the Building
of which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is less than fifty percent (50%) of the then Replacement Cost of
the Building.
           (c)   "Premises Building Total Destruction" shall mean if the
Building of which the Premises are a part is damaged or destroyed to the extent
that the cost to repair is fifty percent (50%) or more of the then Replacement
Cost of the Building.
           (d)   "Office Building Project Buildings" shall mean all of the
buildings on the Office Building Project site.
           (e)   "Office Building Project Buildings Total Destruction" shall
mean if the Office Building Project Buildings are damaged or destroyed to the
extent that the cost to repair is fifty percent (50%) or more of the then
Replacement Cost of the Office Building Project Buildings.
           (f)   "Insured Loss" shall mean damage or destruction which was
caused by an event required to be covered by the insurance described in
paragraph 8. The fact that an Insured Loss has a deductible amount shall not
make the loss an uninsured loss.
           (g)   "Replacement Cost" shall mean the amount of money necessary to
be spent in order to repair or rebuild the damaged area to the condition that
existed immediately prior to the damage occurring, excluding all improvements
made by lessees, other than those installed by Lessor at Lessee's expense.
     9.2   Premises Damage; Premises Building Partial Damage.
           (a)   Insured Loss: Subject to the provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is an
Insured Loss and which falls into the classification of either Premises Damage
or Premises Building Partial Damage, then Lessor shall, as soon as reasonably
possible and to the extent the required materials and labor are readily
available through usual commercial channels, at Lessor's expense, repair such
damage (but not Lessee's fixtures, equipment or tenant improvements originally
paid for by Lessee) to its condition existing at the time of the damage, and
this Lease shall continue in full force and effect.
           (b)   Uninsured Loss: Subject to the provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is not
an Insured Loss and which falls within the classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), which
damage prevents Lessee from making any substantial use of the Premises, Lessor
may at Lessor's option either (i) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) give written notice to Lessee within thirty (30) days
after the date of the occurrence of such damage of Lessor's intention to cancel
and terminate this Lease as of the date of the occurrence of such damage, in
which event this Lease shall terminate as of the date of the occurrence of such
damage.
     9.3   Premises Building Total Destruction; Office Building Project Total
Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time
during the term of this Lease there is damage, whether or not it is an Insured
Loss, which falls into the classifications of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction, then Lessor may
at Lessor's option either (i) repair such damage or destruction as soon as
reasonably possible at Lessor's expense (to the extent the required materials
are readily available through usual commercial channels) to its condition
existing at the time of the damage, but not Lessee's fixtures, equipment or
tenant improvements, and this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within thirty (30) days after the date of
occurrence of such damage of Lessor's intention to cancel and terminate this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.
     9.4   Damage Near End of Term.
           (a)   Subject to paragraph 9.4(b), if at any time during the last
twelve (12) months of the term of this Lease there is substantial damage to the
Premises, Lessor may at Lessor's option cancel and terminate this Lease as of
the date of occurrence of such damage by giving written notice to Lessee of
Lessor's election to do so within 30 days after the date of occurrence of such
damage.
           (b)   Notwithstanding paragraph 9.4(a), in the event that Lessee has
an option to extend or renew this Lease, and the time within which said option
may be exercised has not yet expired, Lessee shall exercise such option, if it
is to be exercised at all, no later than twenty (20) days after the occurrence
of an Insured Loss falling within the classification of Premises Damage during
the last twelve (12) months of the term of this Lease. If Lessee duly exercises
such option during said twenty (20) day period, Lessor shall, at Lessor's
expense, repair such damage, but not Lessee's fixtures, equipment or tenant
improvements, as soon as reasonably possible and this Lease shall continue in
full force and effect. If Lessee fails to exercise such option during said
twenty (20) day period, then Lessor may at Lessor's option terminate and cancel
this Lease as of the expiration of said twenty (20) day period by giving
written notice to Lessee of Lessor's election to do so within ten (10) days
after the expiration of said twenty (20) day period, notwithstanding any term or
provision in the grant of option to the contrary.
     9.5   Abatement of Rent; Lessee's Remedies.
           (a)   In the event Lessor repairs or restores the Building or
Premises pursuant to the provisions of this paragraph 9, and any part of the
Premises are not usable (including loss of use due to loss of access or
essential services), the rent payable hereunder (including Lessee's Share of
Operating Expense Increase) for the period during which such damage, repair or
restoration continues shall be abated, provided (1) the damage was not the
result of the negligence of Lessee, and (2) such abatement shall only be to the
extent the operation and profitability of Lessee's business as operated from the
Premises is adversely affected. Except for said abatement of rent, if any,
Lessee shall have no claim against Lessor for any damage suffered by reason of
any such damage, destruction, repair or restoration.
           (b)   If Lessor shall be obligated to repair or restore the Premises
or the Building under the provisions of this Paragraph 9 and shall not commence
such repair or restoration within ninety (90) days after such occurrence, or if
Lessor shall not complete the restoration and repair within six (6) months after
such occurrence, Lessee may at Lessee's option cancel and terminate this Lease
by giving Lessor written notice of Lessee's election to do so at any time prior
to the commencement or completion, respectively, of such repair or restoration.
In such event this Lease shall terminate as of the date of such notice.
           (c)   Lessee agrees to cooperate with Lessor in connection with any
such restoration and repair, including but not limited to the approval and/or
execution of plans and specifications required.
     9.6  Termination - Advance Payments. Upon termination of this Lease
pursuant to this paragraph 9, an equitable adjustment shall be made concerning
advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition, return to Lessee so much of Lessee's security deposit as has not
theretofore been applied by Lessor.
     9.7  Waiver. Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

10. Real Property Taxes.
     10.1 Payment of Taxes. Lessor shall pay the real property tax, as defined
in paragraph 10.3, applicable to the Office Building Project subject to
reimbursement by Lessee of Lessee's Share of such taxes in accordance with the
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

     10.2 Additional Improvements. Lessee shall not be responsible for paying
any increase in real property tax specified in the tax assessor's records and
work sheets as being caused by additional improvements placed upon the Office
Building Project by other lessees or by Lessor for the exclusive enjoyment of
any other lessee. Lessee shall, however, pay to Lessor at the time that
Operating Expenses are payable under paragraph 4.2(c) the entirety of any
increase in real property tax if assessed solely by reason of additional
improvements placed upon the Premises by Lessee or at Lessee's request.


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10.3 Definition of "Real Property Tax". As used herein, the term "real property
tax" shall include any form of real estate tax or assessment, general, special,
ordinary or extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on the Office Building Project or any portion thereof
by any authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary,
fire, street, drainage or other improvement district thereof, as against any
legal or equitable interest of Lessor in the Office Building Project or in any
portion thereof, as against Lessor's right to rent or other income therefrom,
and as against Lessor's business of leasing the Office Building Project. The
term "real property tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, any tax, fee, levy,
assessment or charge hereinabove included within the definition of "real
property tax", or (ii) the nature of which was hereinbefore included within the
definition of "real property tax", or (iii) which is imposed for a service or
right not charged prior to June 1, 1978 or, if previously charged, has been
increased since June 1, 1978, or (iv) which is imposed as a result of a change
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such change of
ownership, or (v) which is Imposed by reason of this transaction, any
modifications or changes hereto, or any transfers hereof.

     10.4  Joint Assessment. If the improvements or property, the taxes for
which are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not
separately assessed, Lessee's portion of that tax shall be equitably determined
by Lessor from the respective valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may
be reasonably available. Lessor's reasonable determination thereof, in good
faith, shall be conclusive.

     10.5  Personal Property Taxes.

           (a)  Lessee shall pay prior to delinquency all taxes assessed against
and levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere.

           (b)  If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to
Lessee within ten (10) days after receipt of a written statement setting forth
the taxes applicable to Lessee's property.


11.  Utilities.

     11.1 Services Provided by Lessor. Lessor shall provided heating,
ventilation, air conditioning, and janitorial service as reasonably required,
reasonable amounts of electricity for normal lighting and office machines, water
for reasonable and normal drinking and lavatory use, and replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures.

     11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas,
heat, light, power, telephone and other utilities and services specially or
exclusively supplied and/or metered exclusively to the Premises or to Lessee,
together with any taxes thereon. If any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable proportion to be determined by Lessor of all charges jointly metered
with other premises in the Building.

     11.3  Hours of Service. Said services and utilities shall be provided
during generally accepted business days and hours or such other days or hours as
may hereafter be set forth. Utilities and services required at other times shall
be subject to advance request and reimbursement by Lessee to Lessor of the cost
thereof.

     11.4 Excess Usage by Lessee. Lessee shall not make connection to the
utilities except by or through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power, or suffer or permit any act that causes extra burden upon the
utilities or services, including but not limited to security services, over
standard office usage for the Office Building Project. Lessor shall require
Lessee to reimburse Lessor for any excess expenses or costs that may arise out
of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion,
install at Lessee's expense supplemental equipment and/or separate metering
applicable to Lessee's excess usage or loading.

     11.5 Interruptions. There shall be no abatement of rent and Lessor shall
not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair or other cause beyond Lessor's
reasonable control or in cooperation with governmental request or directions.


12.  Assignment and Subletting.

     12.1  Lessor's Consent Required. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in the Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold. Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under
paragraph 13.1. "Transfer" within the meaning of this paragraph 12 shall include
the transfers aggregating: (a) if Lessee is a corporation, more than twenty-five
percent(25%) of the voting stock of such corporation, or (b) if Lessee is a
partnership, more than twenty-five percent(25%)  of the profit and loss
participation in such partnership.

     12.2  Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1
hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee, or to any corporation resulting from the
merger or consolidation with Lessee, or to any person or entity which acquires
all the assets of Lessee as a going concern of the business that is being
conducted on the Premises, all of which are referred to as "Lessee Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and assumption. Any such assignment
shall not, in any way, affect or limit the liability of Lessee under the terms
of this Lease even if after such assignment or subletting the terms of this
Lease are materially changed or altered without the consent of Lessee, the
consent of whom shall not be necessary.

     12.3  Terms and Conditions Applicable to Assignment and Subletting.

           (a)  Regardless of Lessor's consent, no assignment or subletting
shall release Lessee of Lessee's obligation hereunder or alter the primary
liability of Lessee to pay the rent and other sums due Lessor hereunder
including Lessee's Share of Operating Expense Increase, and to perform all other
obligations to be performed by Lessee hereunder.

           (b)  Lessor may accept rent from any person other than Lessee pending
approval or disapproval of such assignment.

           (c)  Neither a delay in the approval or disapproval of such
assignment or subletting, nor the acceptance of rent, shall constitute a waiver
or estoppel of Lessor's right to exercise its remedies for the breach of any of
the terms or conditions of this paragraph 12 or this Lease.

           (d)  If Lessee's obligation under this Lease have been guaranteed by
third parties, then an assignment or sublease, and Lessor's consent thereto,
shall not be effective unless said guarantors give their written consent to
such sublease and the terms thereof.

           (e)  The consent by Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent sublettings and assignments of the sublease or
any amendments of modifications thereto without notifyng Lessee or anyone else
liable on the Lease or sublease and without obtaining their consent and such
action shall not relieve such persons from liability under this Lease or said
sublease; however, such persons shall not be responsible to the extent any such
amendment or modification enlarges or increases the obligations of the Lessee or
sublessee under this Lease or such sublease.

           (f)  In the event of any default under this Lease, Lessor may proceed
directly against Lessee, any guarantors or anyone else responsible for the
performance of this Lease, including the sublessee, without first exhausting
Lessor's remedies against any other person or entity responsible therefor to
Lessor, or any security held by Lessor or Lessee.

           (g)  Lessor's written consent to any assignment or subletting of the
Premises by Lessee shall not constitute an acknowledgment that no default then
exists under this Lease of the obligations to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing default, except as may be
otherwise stated by Lessor at the time.

           (h)  The discovery of the fact that any financial statement relied
upon by Lessor in giving its consent to an assignment or subletting was
materially false shall, at Lessor's election, render Lessor's said consent null
and void.

     12.4  Additional Terms and Conditions Applicable to Subletting. Regardless
of Lessor's consent, the following terms and conditions shall apply to any
subletting by Lessee of all or any part of the Premises and shall be deemed
included in all subleases under this Lease whether or not expressly incorporated
therein:

           (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income arising from any sublease heretofore or
hereafter made by Lessee, and Lessor may collect such rent and income and apply
same toward Lessee's obligations under this Lease; provided, however, that until
a default shall occur in the performance of Lessee's obligations under this
Lease, Lessee may receive, collect and enjoy the rents accruing under such
sublease. Lessor shall not, by reason of this or any other assignment of such
sublease to Lessor nor by reason of the collection of the rents from a


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sublessee, be deemed liable to the sublessee for any failure of Lessee to
perform and comply with any of Lessee's obligations to such sublessee under such
sublease. Lessee hereby irrevocably authorizes and directs any such sublessee,
upon receipt of a written notice from Lessor stating that a default exists in
the performance of Lessee's obligations under this Lease, to pay to Lessor the
rents due and to become due under the sublease. Lessee agrees that such
sublessee shall have the right to rely upon any such statement and request from
Lessor, and that such sublessee shall pay such rents to Lessor without an
obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Lessee to the contrary Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so paid by said sublessee to Lessor.
           (b) No sublease entered into by Lessee shall be effective unless and
until it has been approved in writing by Lessor. In entering into any sublease,
Lessee shall use only such form of sublease as is satisfactory to Lessor, and
once approved by Lessor, such sublease shall not be changed or modified without
Lessor's prior written consent. Any sublease shall, by reason of entering into a
sublease under this Lease, be deemed for the benefit of Lessor, to have assumed
and agreed to conform and comply with each and every obligation herein to be
performed by Lessee other than such obligations as are contrary to or
inconsistent with provisions contained in a sublease to which Lessor has
expressly consented in writing.
           (c) In the event Lessee shall default in the performance of its
obligations under this Lease, Lessor at its option and without any obligation to
do so, may require any sublessee to attorn to Lessor, in which event Lessor
shall undertake the obligations of Lessee under such sublease from the time of
the exercise of said option to the termination of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit
paid by such sublessee to Lessee or for any other prior defaults of Lessee under
such sublease.
           (d) No sublessee shall further assign or sublet all or any part of
the Premises without Lessor's prior written consent.
           (e) With respect to any subletting to which Lessor has consented,
Lessor agrees to deliver a copy of any notice of default by Lessee to the
sublessee. Such sublessee shall have the right to cure a default of Lessee
within three (3) days after service of said notice of default upon such
sublessee, and the sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.
     12.5  Lessor's Expenses. In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act Lessee proposes to do
then Lessee shall pay Lessor's reasonable costs and expenses incurred in
connection therewith, including attorneys', architects', engineers' or other
consultants' fees.
     12.6  Conditions to Consent. Lessor reserves the right to condition any
approval to assign or sublet upon Lessor's determination that (a) the proposed
assignee or sublessee shall conduct a business on the Premises of a quality
substantially equal to that of Lessee and consistent with the general character
of the other occupants of the Office Building Project and not in violation of
any exclusives or rights then held by other tenants, and (b) the proposed
assignee or sublessee be at least as financially responsible as Lessee was
expected to be at the time of the execution of this Lease or of such assignment
or subletting, whichever is greater.

13.  Default; Remedies.
     13.1  Default. The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Lessee:
           (a)   The vacation or abandonment of the Premises by Lessee. Vacation
of the Premises shall include the failure to occupy the Premises for a
continuous period of sixty (60) days or more, whether or not the rent is paid.
           (b)   The breach by Lessee of any of the covenants, conditions or
provisions of paragraphs 7.3(a), (b) or (d)(alterations), 12.1 (assignment or
subletting), 13.1(a)(vacation or abandonment), 13.1(e)(insolvency),
13.1(f)(false statement), 16(a)(estoppel certificate), 30(b)(subordination), 33
(auctions), or 41.1 (easements), all of which are hereby deemed to be material,
non-curable defaults without the necessity of any notice by Lessor to Lessee
thereof.
           (c)   The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due, where such
failure shall continue for a period of three (3) days after written notice
thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes
such Notice to Pay Rent or Quit shall also constitute the notice required by
this subparagraph.
           (d)   The failure by Lessee to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed by
Lessee other than those referenced in subparagraphs (b) and (c), above, where
such failure shall continue for a period of thirty (30) days after written
notice thereof from Lessor to Lessee; provided, however, that if the nature of
Lessee's noncompliance is such that more than thirty (30) days are reasonably
required for its cure, then Lessee shall not be deemed to be in default if
Lessee commenced such cure within said thirty (30) day period and thereafter
diligently pursues such cure to completion. To the extent permitted by law, such
thirty (30) day notice shall constitute the sole and exclusive notice required
to be given to Lessee under applicable Unlawful Detainer statutes.
           (e)   (i) The making by Lessee of any general arrangement or general
assignment for the benefit of creditors; (ii) Lessee becoming a "debtor" as
defined in 11 U.S.C.(S)101 or any successor statute thereto (unless, in the case
of a petition filed against Lessee, the same is dismissed within sixty (60)
days; (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interests in this Lease, where possession is not restored to Lessee within
thirty (30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30)
days. In the event that any provision of this paragraph 13.1(e) is contrary to
any applicable law, such provision shall be of no force or effect.
           (f)   The discovery by Lessor that any financial statement given to
Lessor by Lessee, or its successor in interest or by any guarantor of Lessee's
obligation hereunder, was materially false.
     13.2  Remedies. In the event of any material default or breach of this
Lease by Lessee, Lessor may at any time thereafter, with or without notice or
demand and without limited Lessor in the exercise of any right or remedy which
Lessor may have by reason by such default:
           (a)   Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease and the term hereof shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event Lessor shall be entitled to recover from Lessee all damages incurred by
Lessor by reason of Lessee's default including, but not limited to, the cost of
recovering possession of the Premises; expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorney's fees,
and any real estate commission actually paid; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonably avoided;
that portion of the leasing commission paid by Lessor pursuant to paragraph 15
applicable to the unexpired term of this Lease.
           (b)   Maintain Lessee's right to possession in which case this Lease
shall continue in effect whether or not Lessee shall have vacated or abandoned
the Premises. In such event Lessor shall be entitled to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.
           (c)   Pursue any other remedy now or hereafter to Lessor under the
laws or judicial decisions of the state wherein the Premises are located. Unpaid
installments of rent and other unpaid monetary obligations of Lessee under the
terms of this Lease shall bear interest from the date due at the maximum rate
then allowable by law.
     13.3  Default by Lessor. Lessor shall not be in default unless Lessor fails
to perform obligations required of Lessor within a reasonable time, but in no
event later than thirty (30) days after written notice by Lessee to Lessor and
to the holder of any first mortgage or deed of trust covering the Premises whose
name and address shall have theretofore been furnished to Lessee in writing,
specifying wherein Lessor has failed to perform such obligation; provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are required for performance then Lessor shall not be in default if
Lessor commences performance within such 30-day period and thereafter diligently
pursues the same to completion.
     13.4  Late Charges. Lessee hereby acknowledges that late payment by Lessee
to Lessor of Base Rent, Lessee's Share of Operating Expense increase or other
sums due hereunder will cause Lessor to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Such
costs include, but are not limited to, processing and accounting charges, and
late charges which may be imposed on Lessor by the terms of any mortgage or
trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall pay to Lessor a late charge equal to 6% of such overdue amount. The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of late payment by Lessee.
Acceptance of such late charge by Lessor shall in no event constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

14.  Condemnation. If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein call "condemnation"), this
Lease shall terminate as to the part so taken as of the date the

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condemning authority takes title or possession, whichever first occurs; provided
that is so much of the Premises or the Office Building Project are taken by such
condemnation as would substantially and adversely affect the operation and
profitability of Lessee's business conducted from the Premises, Lessee shall
have the option, to be exercised only in writing within thirty (30) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within thirty (30) days after the condemning authority shall
have taken possession), to terminate this Lease as of the date the condemning
authority takes such possession. If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the rent and Lessee's
Share of Operating Expense Increase shall be reduced in the proportion that the
floor area of the Premises taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded from the Common Areas usable by Lessee and
no reduction of rent shall occur with respect thereto or by reason thereof.
Lessor shall have the option in its sole discretion to terminate this Lease as
of the taking of possession by the condemning authority, by giving written
notice to Lessee of such election within thirty (30) days after receipt of
notice of a taking by condemnation of any part of the Premises or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the Office Building Project under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Lessee shall be entitled to any separate award for loss of or
damage to Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such improvements shall be amortized over the original term of this Lease
excluding any options. In the event that this Lease is not terminated by reason
of such condemnation, Lessor shall to the extent of severance damages received
by Lessor in connection with such condemnation, repair any damage to the
Premises caused by such condemnation except to the extent that Lessee has been
reimbursed therefor by the condemning authority. Lessee shall pay any amount in
excess of such severance damages required to complete such repair.

15.  Broker's Fee.

     (a) The brokers involved in this transaction are Cambridge Management
Company as "listing broker" and Colliers International as "cooperating broker,"
licensed real estate broker(s). A "cooperating broker" is defined as any broker
other than the listing broker entitled to a share of any commission arising
under this Lease. Upon execution of this Lease by both parties, Lessor shall pay
to said brokers jointly, or in such separate shares as they may mutually
designate in writing, a fee as set forth in a separate agreement between Lessor
and said broker(s), or in the event there is no separate agreement between
Lessor and said broker(s), the sum or $___ per Cambridge Management Company's
commission schedule, for brokerage services rendered by said broker(s) to Lessor
in this transaction.

     (b) Lessor further agrees that (i) if Lessee exercises any Option, as
defined in paragraph 39.1 of this Lease, which is granted to Lessee under this
Lease, or any subsequently granted option which is substantially similar to an
Option granted to Lessee under this Lease, or (ii) if Lessee acquires any rights
to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option herein
granted to Lessee been exercised, or (iii) if Lessee remains in possession of
the Premises after the expiration of the term of this Lease after having failed
to exercise an Option, or (iv) if said broker(s) are the procuring cause of any
other lease or sale entered into between the parties pertaining to the Premises
and/or any adjacent property in which Lessor has an interest, or (v) if the Base
Rent is increased, whether by agreement or operation of an escalation clause
contained herein, then as to any of said transactions or rent increases, Lessor
shall pay said broker(s) a fee in accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease. Said fee shall be paid at the
time of such increased rental is determined.

     (c) Lessor agrees to pay said fee not only on behalf of Lessor but also
on behalf of any person, corporation, association, or other entity having an
ownership interest in said real property or any part thereof, when such fee
is due hereunder. Any transferee of Lessor's interest in this Lease, whether
such transfer is by agreement or by operation of law, shall be deemed to have
assumed Lessor's obligation under this paragraph 15. Each listing and
cooperating broker shall be a third party beneficiary of the provisions of this
paragraph 15 to the extent of their interest in any commission arising under
this Lease and may enforce that right directly against Lessor; provided,
however, that all brokers having a right to any part of such total commission
shall be a necessary party to any suit with respect thereto.

     (d) Lessee and Lessor each represent and warrant to the other that
neither has had any dealings with any person, firm, broker or finder (other than
the person(s), if any, whose names are set forth in paragraph 15(a), above) in
connection with the negotiation of this Lease and/or the consummation of the
transaction contemplated hereby, and no other broker or other person, firm or
entity is entitled to any commission or finder's fee in connection with said
transaction and Lessee and Lessor do each hereby indemnify and hold the other
harmless from and against any costs, expenses, attorneys' fees or liability for
compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying
party.

16.  Estoppel Certificate.

     (a) Each party (as "responding party") shall at any time upon not less than
ten (10) days' prior written notice from the other party ("requesting party")
execute, acknowledge and deliver to the requesting party 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 the responding party's knowledge, any uncured defaults on the
part of the requesting party, or specifying such defaults if any are claimed.
Any such statement may be conclusively relied upon by any prospective purchaser
or encumbrancer of the Office Building Project or of the business of Lessee.

     (b) At the requesting party's option, the failure to deliver such statement
within such time shall be a material default of this Lease by the party who is
to respond, without any further notice to such party, or it shall be conclusive
upon such party that (i) this Lease is in full force and effect, without
modification except as may be represented by the requesting party, (ii) there
are no uncured defaults in the requesting party's performance, and (iii) if
Lessor is the requesting party, not more than one month's rent has been paid in
advance.

     (c) If Lessor desires to finance, refinance, or sell the Office Building
Project, or any part thereof, Lessee hereby agrees to deliver to any lender or
purchaser designated by Lessor such financial statements of Lessee as may be
reasonably required by such lender or purchaser. Such statements shall include
the past three (3) years' financial statements of Lessee. All such financial
statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

17.  Lessor's Liability. The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in paragraph 15, in the event of any transfer of such title
or interest, Lessor herein named (and in case of any subsequent transfers then
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18.  Severability. The invalidity of any provision of this Lease as determined
by a court of competent jurisdiction shall in no way affect the validity of any
other provision hereof.

19.  Interest on Past-due Obligations. Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law or judgments from the date due. Payment of such interest
shall not excuse or cure any default by Lessee under this Lease; provided,
however, that interest shall not be payable on late charges incurred by Lessee
nor on any amounts upon which late charges are paid by Lessee.

20.  Time of Essence. Time is of the essence with respect to the obligations to
be performed under this Lease.

21.  Additional Rent. All monetary obligations of Lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating
Expense Increase and any other expenses payable by Lessee hereunder shall be
deemed to be rent.

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22. Incorporation of Prior Agreements; Amendments. This Lease contains all
agreements of the parties with respect to any matter mention herein. No prior or
contemporaneous agreement or understanding pertaining to any such matter shall
be effective. This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification. Except as otherwise stated in this
Lease, Lessee hereby acknowledges that neither the real estate broker listed in
paragraph 15 hereof nor any cooperating broker on this transaction nor the
Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health
Act, the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this
Lease.

23.  Notices. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be. Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit in the mail, postage prepaid, whichever first occurs. Either party may
by notice to the other specify a different address for notice purposes except
that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes. A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

24.  Waivers. No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless of Lessor's knowledge or such preceding breach at the time of
acceptance of such rent.

25.  Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26.  Holding Over. If Lessee, with Lessor's consent, remains in possession of
the Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be two hundred percent (200%) of the rent payable immediately preceding
the termination date of this Lease, and all Options, if any, granted under the
terms of this Lease shall be deemed terminated and be of no further effect
during said month to month tenancy.

27.  Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28.  Covenants and Conditions. Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

29.  Binding Effect; Choice of Law. Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provision of paragraph 17,
this Lease shall bind the parties, their personal representatives, successors
and assign. This Lease shall be governed by the laws of the State where the
Office Building Project is located and any litigation concerning this Lease
between the parties hereto shall be initiated in the county in which the Office
Building Project is located.

30.  Subordination.

     (a)   This Lease, and any Option or right of first refusal granted hereby,
at Lessor's option, shall be subordinate to any ground lease, mortgage, deed of
trust, or any other hypothecation or security now or hereafter placed upon the
Office Building Project and to any and all advances made on the security thereof
and to all renewals, modifications, consolidations, replacements and extensions
thereof. Notwithstanding such subordination, Lessee's right to quiet possession
of the Premises shall not be disturbed if Lessee is not in default and so long
as Lessee shall pay the rent and observe and perform all of the provisions of
this Lease, unless this Lease is otherwise terminated pursuant to its terms. If
any mortgagee, trustee or ground lessor shall elect to have this Lease and any
Options granted hereby prior to the lien of its mortgage, deed of trust or
ground lease, and shall give written notice thereof to Lessee, this Lease and
such Option shall be deemed prior to such mortgage, deed of trust or ground
lease, whether this Lease or such Options are dated prior or subsequent to the
date of said mortgage, deed of trust or ground lease or the date of recording
thereof.

     (b)   Lessee agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be. Lessee's failure to execute such documents within ten (10) days after
written demand shall constitute a material default by Lessee hereunder without
further notice to Lessee or, at Lessor's option, Lessor shall execute such
documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in Lessee's name, place and stead, to execute such documents in accordance with
this paragraph 30(b).

31.  Attorneys' Fees.

     31.1  If either party or the broker(s) named herein bring an action to
enforce the terms hereof or declare rights hereunder, the prevailing party in
any such action, trial, or appeal thereon, shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the court in the same
or separate suit, and whether or not such action is pursued to decision or
judgment. The provisions or this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

     31.2  The attorneys' fee award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys' fees
reasonably incurred in good faith.

     31.3  Lessor shall be entitled to reasonable attorneys' fees and all other
costs and expenses incurred in the preparation and service of notices of default
and consultations in connection therewith, whether or not a legal transaction
subsequently commenced in connection with such default.

32.  Lessor's Access.

     32.1 Lessor and Lessor's agents shall have the right to enter the Premises
at reasonable times for the purpose of inspecting the same, performing any
services required of Lessor, showing the same to prospective purchasers,
lenders, or lessees, taking such safety measures, erecting such scaffolding or
other necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using the maintaining
of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the
Premises. Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and Lessor may at any time during the last 120
days of the term hereof place on or about the Premises any ordinary "For Lease"
signs.

     32.2  All activities of Lessor pursuant to this paragraph shall be without
abatement of rent, nor shall Lessor have any liability to Lessee for the same.

     32.3  Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other that to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forceable or unlawful entry or
detainer of the Premises or an eviction. Lessee waives any charges for damages
or injuries or interference with Lessee's property or business in connection
therewith.

33.  Auctions. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
without first having obtained Lessor's prior written consent. Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34. Signs. Lessee shall not place any sign upon the Premises or the Office
Building Project without Lessor's prior written consent. Under no circumstances

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shall Lessee place a sign on any roof of the Office Building Project.

35. Merger. The voluntary or other surrender of this Lessee by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36. Consents. Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37. Guarantor. In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants, conditions and provisions on Lessee's part
to be observed and performed hereunder, Lessee shall have quiet possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease. The individuals executing this Lease on behalf of Lessor represent and
warrant to Lessee that they are fully authorized and legally capable of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

39. Options.

    39.1 Definition. As used in this paragraph the word "Option" has the
following meaning: (1) the right or option to extend the term of this Lease or
to renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (2) the option of right of first refusal to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal to lease other space within the Office Building Project or other
property of Lessor or the right of first offer to lease other space within the
Office Building or other property of Lessor; (3) the right or option to purchase
the Premises or the Office Building Project, or the right of first refusal to
purchase the Premises or the Office Building Project or the right of first offer
to purchase the Premises or the Office Building Project, or the right or option
to purchase other property of Lessor, or the right of first refusal to purchase
other property of Lessor or the right of first offer to purchase other property
of Lessor.

    39.2 Options Personal. Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while occupying the Premises who does so without the intent of thereafter
assigning this Lease or subletting the Premises or any portion thereof, and may
not be exercised or be assigned, voluntarily or involuntarily, by or to any
person or entity other than Lessee; provided, however, that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease. The Options, if any, herein granted to Lessee are not assignable
separate and apart from this Lease, nor may any Option be separated from this
Lease in any manner, either by reservation or otherwise.

    39.3 Multiple Options. In the event that Lessee has any multiple options to
extend or renew this Lease a later option cannot be exercised unless the prior
option to extend or renew this Lease has been so exercised.

    39.4 Effect of Default on Options.

         (a) Lessee shall have no right to exercise an Option, notwithstanding
any provision in the grant of Option to the contrary, (i) during the time
commencing from the date Lessor gives to Lessee a notice of default pursuant to
paragraph 13.1(c) or 13.1(d) and continuing until the noncompliance alleged in
said notice of default is cured, or (ii) during the period of time commencing on
the day after a monetary obligation to Lessor is due from Lessee and unpaid
(without any necessity for notice thereof to Lessee) and continuing until the
obligation is paid, or (iii) in the event that Lessor had given to Lessee three
or more notices of default under paragraph 13.1(c), or paragraph 13.1(d),
whether or not the defaults are cured, during the 12 month period of time
immediately prior to the time that Lessee attempts to exercise the subject
Option, (iv) if Lessee has committed any non-curable breach, including without
limitation those described in paragraph 13.1(b), or is otherwise in default of
any of the terms, covenants or conditions of this Lease.

         (b) The period of time within which an Option may be exercised shall
not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of paragraph 39.4(a).

         (c) All rights of Lessee under the provisions of an Options shall
terminate and be of no further force or effect, notwithstanding Lessee's due
and timely exercise of the Option, if, after such exercise and during the term
of this Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee
for a period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence to cure a default specified in paragraph 13.1 (d) within thirty (30)
days after the date that Lessor gives notice to Lessee of such default and/or
Lessee fails thereafter to diligently prosecute said cure to completion, or
(iii) Lessor gives to Lessee three or more notices of default under paragraph
13.1(d), whether or not the defaults are cured, or (iv) if Lessee has committed
any non-curable breach, including without limitation those described in
paragraph 13.1(b), or is otherwise in default of any of the terms, covenants and
conditions of this Lease.

40. Security Measures - Lessor's Reservations.

    40.1 Lessee hereby acknowledges that Lessor shall have no obligation
whatsoever to provide guard service or other security measures for the benefit
of the Premises or the Office Building Project. Lessee assumes all
responsibility for the protection of Lessee, its agents, and invitees and the
property of Lessee and of Lessee's agents and invitees from acts to third
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,
from providing security protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).

    40.2 Lessor shall have the following rights:

         (a) To change the name, address or title of the Office Building
Project or building in which the Premises are located upon not less than 90 days
prior written notice;

         (b) To, at Leessee's expense, provide and install Building standard
graphics on the door of the Premises and such positions of the Common Areas as
Lessor shall reasonably deem appropriate;

         (c) To permit any lessee the exclusive right to conduct any business
as long as such exclusive does not conflict with any rights expressly given
herein;

         (d) To place such signs, notices or displays as Lessor reasonably
deems necessary or advisable upon the roof, exterior of the buildings or the
Office Building Project or on pole signs in the Common Areas;

    40.3 Lessee shall not:

         (a) Use a representation (photographic or otherwise) of the Building
or the Office Building Project or their name(s) in connection with Lessee's
business:

         (b) Suffer or permit anyone, except in emergency, to go upon the roof
of the Building.

41. Easements.

    41.1 Lessor reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Lessor deems necessary or desirable, and
to cause the recordation of Parcel maps and restrictions, so long as such
easements, rights, dedication, Maps and restrictions do not unreasonably
interfere with the use of the Premises by Lessee. Lessee shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall
constitute a material default of this Lease by Lessee without the need for
further notice to Lessee.

    41.2 The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.

42. Performance Under Protest. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment, and there shall survive the right on the part
of said party to institute suit for recovery of such sum. If it shall be
adjudged that there was no legal obligations on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
this Lease.

43. Authority. If Lessee is a corporation, trust, or general or limited
partnership, Lessee, and each individual executing this Lease on behalf of such
entity

                                                     Initials: /s/ [ILLEGIBLE]
                               FULL SERVICE-GROSS             ------------------
                                    REVISED                    /s/ [ILLEGIBLE]
                                 Page 10 of 11                ------------------

<PAGE>

partnership, Lessee shall, within thirty (30) days after execution of this
Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. Conflict. Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the typewritten or handwritten provisions, if any, shall be
controlled by the typewritten or handwritten provisions.

45. No Offer. Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by both parties.

46. Lender Modifications. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

47. Multiple Parties. If more than one person or entity is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

48. Work Letter. This Lease is supplemented by that certain Work Letter of even
date executed by Lessor and Lessee, attached hereto as Exhibit C, and
incorporated herein by this reference.

49. Attachments. Attached hereto are the following documents which constitute a
part of this Lease:

50. PARKING AND OCCUPANCY LIMITS:
    Parking for cars not to exceed twenty (20) cars. Occupancy not to exceed
    twenty-five (25) people.

51. AFTER HOURS HVAC USAGE:
    Rates for after hours HVAC usage are: FIFTEEN DOLLARS ($15) per hour if
    arranged in advance on a monthly basis.

TWENTY-DOLLARS ($20) per hour for use scheduled on a daily basis.





LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

        IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
        YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS
        MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL
        ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
        LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
        RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR
        OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.


             LESSOR                                      LESSEE
SCOTT BOULEVARD ASSOCIATES                NASSDA CORPORATION
--------------------------------------    --------------------------------------
--------------------------------------    --------------------------------------


By /s/ [ILLEGIBLE]                        By /s/ [ILLEGIBLE]
  ------------------------------------      ------------------------------------
its /s/ [ILLEGIBLE]                       its /s/ [ILLEGIBLE]
   -----------------------------------       -----------------------------------


By                                        By
  ------------------------------------      ------------------------------------
its                                       its
   -----------------------------------       -----------------------------------

Executed at                               Executed at Mountain View
           ---------------------------               ---------------------------
on                                        on Jan. 28, 2000
  ------------------------------------      ------------------------------------
Address                                   Address 625 Ellis St. Suite 206
       -------------------------------           -------------------------------
                                                  Mountain View, CA 94043
                                                 -------------------------------




Note: These forms are often modified to meet changing requirements of law and
      needs of the industry. Always write or call to make sure you are utilizing
      the most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700
      South Flower Street, Suite 600, Los Angeles, CA 90017.


                                                     Initials: /s/ [ILLEGIBLE]
                                                               -----------------
                                                               /s/ [ILLEGIBLE]
                                                               -----------------

                               FULL SERVICE-GROSS
                                    REVISED
                                 Page 11 of 11

Copyright 1984 - American Industrial Real Estate Association

<PAGE>

                             STANDARD OFFICE LEASE
                                   FLOOR PLAN


                                     [LOGO]


                            [DIAGRAM OF FLOOR PLANS]








                                   EXHIBIT A
                                                     Initials: /s/ [ILLEGIBLE]
                                                               _________________
                               FULL SERVICE-GROSS
                                    REVISED                    /s/ [ILLEGIBLE]
                                                               _________________
                                  Page 1 of 1

<PAGE>

                           RULES AND REGULATIONS FOR
                             STANDARD OFFICE LEASE
                                     [LOGO]

Dated: January 18, 2000
      ----------------------------------------------------
By and Between SCOTT BOULEVARD ASSOCIATES and NASSDA CORPORATION
               ---------------------------------------------------------------

                                 GENERAL RULES

1.  Lessee shall not suffer or permit the obstruction of any Common Areas,
including driveways, walkways and stairways.

2.  Lessor reserves the right to refuse access to any persons Lessor in good
faith judges to be a threat to the safety, reputation, or property of the Office
Building Project and its occupants.

3.  Lessee shall not make or permit any noise or odors that annoy or interfere
with other lessees or persons having business within the Office Building
Project.

4.  Lessee shall not keep animals or birds within the Office Building Project,
and shall not bring bicycles, motorcycles or other vehicles into areas not
designated as authorized for same.

5.  Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.

6.  Lessee shall not alter any lock or install new or additional locks or bolts.

7.  Lessee shall be responsible for the inappropriate use of any toilet rooms,
plumbing or other utilities. No foreign substances of any kind are to be
inserted therein.

8.  Lessee shall not deface the walls, partitions or other surfaces of the
Premises or Office Building Project.

9.  Lessee shall not suffer or permit anything in or around the Premises or
Building that causes excessive vibration or floor loading in any part of  the
Office Building Project.

10.  Furniture, significant freight and equipment shall be moved into or out of
the building only with the Lessor's knowledge and consent, and subject to such
reasonable limitations, techniques and timing, as may be designated by Lessor.
Lessee shall be responsible for any damage to the Office Building Project
arising from any such activity.

11.  Lessee shall not employ any service or contractor for services or work to
be performed in the Building, except as approved by Lessor.

12.  Lessor reserves the right to close and lock the Building on Saturdays,
Sundays and legal holidays, and on other days between the hours of 6:00 P.M.
and 7:30 A.M. of the following day. If Lessee uses the Premises during such
periods, Lessee shall be responsible for securely locking any doors it may
have
opened for entry.

13.  Lessee shall return all keys at the termination of its tenancy and shall
be responsible for the cost of replacing any keys that are lost.

14.  No window coverings, shades or awnings shall be installed or used by
Lessee.

15.  No Lessee, employee or invitee shall go upon the roof of the Building.

16.  Lessee shall not suffer or permit smoking or carrying of lighted cigars or
cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.

17.  Lessee shall not use any method of heating or air conditioning other than
as provided by Lessor.

18.  Lessee shall not install, maintain or operate any vending machines upon the
Premises without Lessor's written consent.

19.  The Premises shall not be used for lodging or manufacturing, cooking or
food preparation.

20.  Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

21.  Lessor reserves the right to waive any one of these rules or regulations,
and/or as to any particular Lessee, and any such waiver shall not constitute a
waiver of any other rule or regulation or any subsequent application thereof to
such Lessee.

22.  Lessee assumes all risks from theft or vandalism and agrees to keep its
Premises locked as may be required.

23.  Lessor reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Office Building Project and its occupants. Lessee
agrees to abide by these and such rules and regulations.

                                 PARKING RULES

1.  Parking areas shall be used only for parking by vehicles no longer than full
size, passenger automobiles herein called "Permitted Size Vehicles." Vehicles
other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

2.  Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.

3.  Parking stickers or identification devices shall be the property of Lessor
and be returned to Lessor by the holder thereof upon termination of the holder's
parking privileges. Lessee will pay such replacement charge as is reasonably
established by Lessor for the loss of such devices.

4.  Lessor reserves the right to refuse the sale of monthly identification
devices to any person or entity that willfully refuses to comply with the
applicable rules, regulations, laws and/or agreements.

5.  Lessor reserves the right to relocate all or part of parking spaces from
floor to floor, within one floor, and/or to reasonably adjacent offsite
location(s), and to reasonably allocate them between compact and standard size
spaces, as long as the same complies with applicable laws, ordinances and
regulations.

6.  Users of the parking area will obey all posted signs and park only in the
areas designated for vehicle parking.

7.  Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle. Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.

8.  Validation, if established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.

9.  The maintenance, washing, waxing or cleaning of vehicles in the parking
structure or Common Areas is prohibited.

10.  Lessee shall be responsible for seeing that all of its employees, agents
and invitees comply with the applicable parking rules, regulations, laws and
agreements.

11.  Lessor reserves the right to modify these rules and/or adopt such other
reasonable and non-descriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.

12.  Such parking use as in herein provided is intended merely as a license only
and no bailment is intended or shall be created hereby.

                                   EXHIBIT B
                                                     Initials: /s/ [ILLEGIBLE]
                                                              ------------------
                               FULL SERVICE-GROSS              /s/ [ILLEGIBLE]
                                    REVISED                   ------------------
                                  Page 1 of 1








<PAGE>

                      WORK LETTER TO STANDARD OFFICE LEASE


Dated: January 18, 2000

By and Between: SCOTT BOULEVARD ASSOCIATES and NASSDA CORPORATION


The Premises shall be constructed in accordance with Lessor's Standard
Improvements, as follows:

1.      Partitions
As is.
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
2.      Wall Surfaces
Paint/clean as necessary
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
3.      Draperies
As is - on good working order.
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
4.      Carpeting
Replace light blue/grey older carpet in all private offices. Shampoo all
-------------------------------------------------------------------------------
central area carpet. New linoleum in kitchen area. Replace countertop.
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
5.      Doors
As is - in good working order.
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
6.      Electrical and Telephone Outlets.
Electrical - As is - in good working order.
-------------------------------------------------------------------------------
Telephone - As is - Lessor responsible to upgrade/repair.
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
7.      Ceiling
Replace damaged tiles.
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
8.      Lighting
At tenant request, convert indirect light fixtures to standard fixtures. All
-------------------------------------------------------------------------------
fixtures to be in good working order.
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
9.      Heating and Air Conditioning Ducts
To be in good working order.
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
10.     Sound Proofing
As is.
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
11.     Plumbing
In good working order. Replace countertops in kitchen.
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
12.     Entrance Doors
As is - in good working order.
-------------------------------------------------------------------------------

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

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


                                   EXHIBIT C
                                                   Initials: /s/ [ILLEGIBLE]
                               FULL SERVICE-GROSS           ------------------
                                    REVISED
                                                            /s/ [ILLEGIBLE]
                                                            ------------------
                                  Page 1 of 2

<PAGE>
                                   EXHIBIT C

                               FULL SERVICE-GROSS
                                    REVISED
                                  Page 2 of 2

                                                       Initials:/s/[ILLEGIBLE]
                                                                ----------------
                                                                /s/[ILLEGIBLE]
                                                                ----------------

<PAGE>

                                     [LOGO]
                              OPTION(S) TO EXTEND
                            STANDARD LEASE ADDENDUM

               Dated January 18, 2000
                     -----------------------------------------------------

               By and Between (Lessor) SCOTT BOULEVARD ASSOCIATES
                                       -----------------------------------

                              (Lessee) NASSDA CORPORATION
                                       -----------------------------------

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

               Address of Premises: 2975 Scott Boulevard, Suite 110
                                    --------------------------------------
                                    Santa Clara, California 95054
                                    --------------------------------------


Paragraph
          -----

A.  OPTION(S) TO EXTEND:

Lessor hereby grants to Lessee the option to extend the term of this Lease for
one (1)      additional thirty-six (36)    month period(s) commencing when the
------------            ------------------
prior term expires upon each and all of the following terms and conditions:

          (i)   In order to exercise an option to extend, Lessee must give
written notice of such election to Lessor and Lessor must receive the same at
least one hundred twenty (120)     but not more than one hundred eighty (180)
      ----------------------------                   ---------------------------
months prior to the date that the option period would commence, time being of
the essence. If proper notification of the exercise of an option is not given
and/orreceived, such option shall automatically expire. Options (if there are
more than one) may only be exercised consecutively. This option must be
exercised concurrently with option for suite 109, unless otherwise agreed to
both Lessor and Lessee.

          (ii)  The provisions of paragraph 39, including those relating to
Lessee's Default set forth in paragraph 39.4 of this Lease, are conditions of
this Option.

          (iii) Except for the provisions of this Lease granting an option or
options to extend the term, all of the terms and conditions of this Lease except
where specifically modified by this option shall apply.

          (iv)  This Option is personal to the original Lessee, and cannot be
assigned or exercised by anyone other than said original Lessee and only while
the original Lessee is in full possession of the Premises and without the
intention of thereafter assigning or subletting.

          (v)   The monthly rent for each month of the option period shall be
calculated as follows, using the method(s) indicated below:
(Check Method(s) to be Used and Fill In Appropriately)

[X]  I.  Cost of Living Adjustment(s) (COLA)

     a.  On (Fill in COLA Dates): March 1, 2004 and March 1, 2005
                                  ----------------------------------------------

--------------------------------------------------------------------------------
the Base Rent shall be adjusted by the change, if any, from the Base Month
specified below, in the Consumer Price Index of the Bureau of Labor Statistics
of the U.S. Department of Labor for (select one): [_] CPI W (Urban Wage Earners
and Clerical Workers) or [X] CPI U (All Urban Consumers), for (Fill in Urban
Area):

San Francisco/Oakland.
--------------------------------------------------------------------------------
All Items (1982-1984 = 100), herein referred to as "CPI".


     b.  The monthly rent payable in accordance with paragraph A.I.a of this
Addendum shall be calculated as follows: the Base Rent set forth in paragraph
1.5 of the attached Lease, shall be multiplied by a fraction the numerator of
which shall be the CPI of the calendar month two months prior to the month(s)
specified in paragraph A.I.a. above during which the adjustment is to take
effect, and the denominator of which shall be the CPI of the calendar month
which is two months prior to (select one): [_] the first month of the term of
this Lease as set forth in paragraph 1.3 ("Base Month") or [X] (Fill in Other
"Base Month"): March 2003. The sum so calculated shall constitute the new
               ----------
monthly rent hereunder, but in no event, shall any such new monthly rent be less
than the rent payable for the month immediately preceding the rent adjustment.


     (c)  In the event the compilation and/or publication of the CPI shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the CPI shall be used to
make such calculation. In the event that the Parties cannot agree on such
alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said
Association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.


[X]  II. Market Rental Value Adjustment(s) (MRV)

     a.  On (Fill in MRV Adjustment Date(s)) March 1, 2003
                                             -----------------------------------

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

the Base Rent shall be adjusted to the "Market Rental Value" of the property as
follows, as solely determined by Lessor.


Initials:                                            Initials: /s/ [ILLEGIBLE]
         -----------------                                     -----------------
                                                               /s/ [ILLEGIBLE]
         -----------------                                     -----------------

                                  Page 1 of 2

                                    REVISED

<PAGE>








Initials:                                            Initials:
         -----------------                                     -----------------

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

                                  Page 2 of 2

                                    REVISED

<PAGE>

                                  [LOGO OF AIR]
                               RENT ADJUSTMENT(S)
                            STANDARD LEASE ADDENDUM


               Dated January 18, 2000
                     ----------------------------------------------------

               By and Between (Lessor) SCOTT BOULEVARD ASSOCIATES
                                       ----------------------------------

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

                              (Lessee) NASSDA CORPORATION
                                       ----------------------------------

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

               Address of Premises: 2975 Scott Boulevard, Suite 110
                                    -------------------------------------
                                    Santa Clara, California
                                    -------------------------------------


Paragraph
          -----

A.  RENT ADJUSTMENTS:
    The monthly rent for each month of the adjustment period(s) specified below
    shall be increased using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

[X]  I.   Cost of Living Adjustment(s) (COLA)

          a.  On (Fill in COLA Dates): March 1, 2001 and March 1, 2002
                                       -----------------------------------------

--------------------------------------------------------------------------------
the Base Rent shall be adjusted by the change, if any, from the Base Month
specified below, in the Consumer Price Index of the Bureau of Labor Statistics
of the U.S. Department of Labor for (select one): [_] CPI W (Urban Wage Earners
and Clerical Workers) or [_] CPI U (All Urban Consumers), for (Fill in Urban
Area): San Francisco/Oakland - All Items Minimum yearly increases will be 3%,
       ----------------------------------------------------------------------
maximum yearly increases will be 6%. All Items (1982-1984 = 100),
-----------------------------------
herein referred to as "CPI".

     b. The monthly rent payable in accordance with paragraph A.I.a. of this
Addendum shall be calculated as follows: the Base Rent set forth in paragraph
1.5 of the attached Lease, shall be multiplied by a fraction the numerator of
which shall be the CPI of the calendar month two months prior to the month(s)
specified in paragraph A.I.a. above during which the adjustment is to take
effect, and the denominator of which shall be the CPI of the calendar month
which is two months prior to (select one): [X] the first month of the term of
this Lease as set forth in paragraph 1.3 ("Base Month"). The sum so calculated
shall constitute the new monthly rent hereunder, but in no event, shall any such
new monthly rent be less than the rent payable for the month immediately
preceding the rent adjustment.

     c. In the event the compilation and/or publication of the CPI shall be
transferred to any other governmental department of bureau or agency or shall be
discontinued, then the index most nearly the same as the CPI shall be used to
make such calculation. In the event that the Parties cannot agree on such
alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said
Association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.





Initials:                                            Initials: /s/ [ILLEGIBLE]
          -----------------                                    -----------------
                                                               /s/ [ILLEGIBLE]
          -----------------                                    -----------------
                                RENT ADJUSTMENTS
                                  Page 1 of 2

                                    REVISED

<PAGE>









Initials:                                            Initials: /s/ [ILLEGIBLE]
          -----------------                                    -----------------
                                                               /s/ [ILLEGIBLE]
          -----------------                                    -----------------
                                RENT ADJUSTMENTS
                                   Page 2 of 2
                                    REVISED

<PAGE>

                               ADDENDUM TO LEASE


Premises:       2975 Scott Boulevard, Suites 109 and 110
Lessor:         Scott Boulevard Associates
Lessee:         Nassda Corporation
Lease Date:     January 18, 2000

This Addendum to Lease is incorporated into and made a part of the Standard
Office Lease - Gross (the "Lease"), between Lessor and Lessee, for each of the
premises identified above. As modified by the terms of the Addendum, the
provisions of the Lease shall remain in full force and effect. The terms of this
Addendum shall control over any conflict that may exist with the provisions of
the Lease.

Insert to '2.5 - Common Area - Changes

Lessee shall at all times have reasonable ingress to and egress from the
Premises and the right to the number of parking spaces set forth in this Lease,
and Lessor shall not adversely affect the utilities and services available to
Lessee hereunder as a result of exercising Lessor's reserved rights hereunder.

Insert to '3.2.2 - Delays Caused by Lessee

Lessee shall not be deemed to have caused a delay unless Lessee fails to correct
any act or omission by Lessee or its agents within 48 hours after written notice
from Lessor.

Insert to '4.2(d) - Operating Expenses

In addition, "Operating Expenses" shall not include:

     (i)   costs incurred due to the gross negligence or willful misconduct of
Lessor or its agents, employees, contractors or invitees;

     (ii)  payments made under any mortgage, deed of trust or other security
instrument which encumbers all or a portion of Lessor's interest in the Office
Building Project;

     (iii) expenses and penalties (including, without limitation, attorneys
fees) incurred due to Lessor's violation of any mortgage, deed of trust or other
security instrument described in clause (ii) above;

     (iv)  the rental value of any management office, engineer's office,
mechanical spaces, and Common Areas (however, this provision shall not be
construed to limit the "load factor" component of the monthly Base Rent);

                                       1

<PAGE>

     (v)  costs incurred in connection with the removal or remediation of any
hazardous materials on, under, in or about the Premises, Building or Office
Building Project;

     (vi) Leasing commissions, attorneys' fees, tenant improvement costs,
marketing costs, and other costs and expenses incurred in connection with the
leasing, or the improvement for leasing, of any premises; or

     (viii)  costs of Building management's automobiles and travel expenses;
professional, civic or recreational memberships; costs of seminars, conventions
or educational programs; or charitable or political contributions.

The foregoing exclusions from Operating Expenses shall not be construed to limit
Lessee's obligation under other provisions of the Lease to pay or reimburse
Lessor for expenses directly incurred as a result of Lessee's use or occupancy
of, or activities in or about, the Office Building Project.

Insert to '4.3.1 - Rent Increase

The price index to be used for determining the Base Rent adjustments specified
in this Lease shall be the Consumer Price Index of the Bureau of Labor
Statistics of the Department of Labor for All Urban Consumers, San
Francisco-Oakland-San Jose Metropolitan Area, (1982-1984=100), unless changed
pursuant to section 4.3.3.

Insert to (S)8.1 - Liability Insurance - Lessee

Lessee's commercial general liability insurance policy shall be in an amount of
not less than $3,000,000 per occurrence. Lessee may maintain such insurance
through a policy providing for coverage of not less than $1,000,000 combined
single limit, with excess/umbrella insurance in an amount necessary to attain
the required $3,000,000 minimum coverage.

Insert '8.7 - Indemnity and '8.8 - Exemption of Lessor from Liability

The indemnity provided in section 8.7 and the exemption of Lessor from liability
provided in section 8.8 shall not apply to any claim, expense, damage or
liability arising from the negligence or willful misconduct of Lessor or
Lessor's agents, employees, contractors or invitees.

Insert to '10.3 - Definition of Real Property Tax.

"Real Property Taxes" shall also not include: (i) interest or penalties imposed
as a result of Lessor's failure to pay any Real Property Tax when due; (ii)
fees, taxes or assessments imposed on Lessor for the privilege or right to
conduct its business in general (including, for example, fees paid for Lessor's
business license) rather than for a permit or license to operate the Office
Building Project or any equipment or facility therein in particular; or (iii)
documentary transfer

                                        2

<PAGE>

taxes, recording fees, dedications, exactions and other payments to governmental
authorities in connection with the transfer, sale or encumbrance of Lessor's
interest in all or a portion of the Office Building Project or the acquisition,
financing or improvement of additional real Office Building Project to the
Office Building Project.

Insert to '11.3 - Utilities - Hours of Service

Water and electricity shall be provided 24 hours per day, seven days per week.
Heating, ventilation and air-conditioning shall be provided between the hours of
7:30 a.m. through 6:00 p.m., Monday through Friday (holidays excepted).

Insert to '12.1 - Assignment and Subletting - Lessor's Consent Required

The term "Transfer" shall not include a

     (a) any sale of Lessee's capital stock in any transaction which is
registered pursuant to the Securities Act of 1933, as amended, and the
regulations thereunder, or which is issued for fair value in any transaction
that is exempt from such registration requirements;

     (b) any sale or transfer of Lessee's capital stock on any public securities
exchange; or

     (c) any transfer of Lessee's capital stock by or among Tenant's
shareholders or members of their immediate families or any such shareholder's
testamentary or inter vivos trust or upon the death of any such shareholder.

Insert to (S)12.2 - Assignment and Subletting - Lessee Affiliate

The provisions of section 12.2 notwithstanding, Lessor's consent shall be
required in the event of an assignment of the Lease or a sublease of the
Premises:

     (a) to any corporation which controls, is controlled by or is under common
control with Lessee, or to any corporation resulting from the merger or
consolidation with Lessee if, in either case, the consolidated net worth of
Lessee and such corporation is less than $10,000,000.

     (b) to any person or entity which acquires all the assets of Lessee as a
going concern of the business that is being conducted on the Premise.

Lessor shall not unreasonably withhold or delay its consent to any request for
approval assignment or subletting.

                                       3

<PAGE>

Insert to '32 - Lessor's Access

Lessor shall give Lessee reasonable notice prior  to exercising its rights under
this section and shall observe Lessee's reasonable security requirements;
provided that no notice shall be required for the provision of janitorial
services, security inspections or in case of emergencies. All work in or
affecting the Premises shall be done in a manner to minimize any interference
with the conduct of Lessee's business.

Insert to '49 - Attachments

The following documents are attached to and incorporated into this Lease:
     This Addendum
     Exhibit A - Floor Plan
     Exhibit B - Rules and Regulations
     Exhibit C - Work Letter
     Option to Extend

Supplemental Provision:

     52.    Any termination of this Lease shall concurrently terminate both
Leases, each dated January 18, 2000, between Lessor and Lessee for the premises
identified as 2975 Scott Boulevard, Suite 109 and Suite 110, Santa Clara,
California.

Inserts to Option to Extend

     'A(i)  To exercise an option to extend, Lessee must give written notice of
such election to Lessor at least 120 days, but not more than 180 days, prior to
the date that the option period would commence, time being of the essence.

     'A(iv) This Option may also be exercised by a Lessee Affiliate as defined
in section 12.2 of the Lease.

     'A(II) Lessor shall give Lessee written notice of its determination of
"Market Rental Value" within 15 days after receiving Lessee's notice of option
exercise. In the event that Lessee disagrees with Lessor's determination of
"Market Rental Value", then Lessee shall have the right to revoke its option
exercise notice, by giving written notice of such revocation to Lessee within 10
days after Lessee receives Lessor's notice specifying the "Market Rental Value".
"Market Rental Value" shall mean the monthly rental prevailing under leases in
Santa Clara, California for office space that is comparable (taking into account
age, size, location, status of improvements and other relevant factors) to the
Premises for delivery at or about the commencement date of the Option term.

                                       4

<PAGE>

Lessor and Lessee have caused this Addendum to be executed and delivered by
their respective duly authorized officers on the date set forth beneath their
signatures hereto.

Lessor:                                     Lessee:

SCOTT BOULEVARD ASSOCIATES                  NASSDA CORPORATION


By: /s/ [ILLEGIBLE]                         By: /s/ An-Chang Deng
   ----------------------                      ---------------------
Name:____________________                   Name: An-Chang Deng
                                                 -------------------
Title:  [ILLEGIBLE]                         Title: President
      -------------------                         ------------------

Date: January 31, 2000                      Date: January 28, 2000

                                       5

<PAGE>

                            First Amendment to Lease

The first Amendment to Lease ("Amendment") is entered into as of November 7,
2000 by and between Scott Boulevard Associates ("Lessor") and Nassda Corporation
("Lessee") with reference to the following facts:

A. Lessor and Lessee entered into that certain Standard Office Lease - Gross,
   dated January 18, 2000 for reference, for the lease by Lessee of
   approximately 4,825 square feet of space in Suite 110 in the building at 2975
   Scott Boulevard, Santa Clara, California. Such Lease is comprised of the
   Standard Office Lease - Gross; Exhibit A - Standard Office Lease Floor Plan;
   Exhibit B - Rules and Regulations for Standard Office Lease; Exhibit C - Work
   Letter to Standard Office Lease; Option(s) to Extend - Standard Lease
   Addendum; Rent Adjustment(s) - Standard Lease Addendum; and Addendum to
   Lease, all of which are collectively referred to herein as the "Lease". Each
   capitalized term used in this Amendment without definition shall have the
   same meaning as is ascribed to such term in the Lease, except where expressly
   defined to the contrary in this Amendment.

B. The parties desire to amend the Lease upon the following terms and
   conditions.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter contained, and for the other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1.  The rider to the Lease entitled "Option(s) to Extend" and the insert to
Option to Extend on page 4 of the Addendum to Lease are deleted and replaced in
their entirety by the following:

          1.1.  Grant of Option: Lessor hereby grants to Lessee the option (the
                ---------------
"Option") to extend the term of the Lease for one period of three (3) years
commencing on March 1, 2003 and ending on February 28, 2006 (the "Option
Period"), on and subject to each of the following terms and conditions:

          1.2.  Notice: To exercise the Option, Lessee must give written notice
                ------
of exercise to Lessor at least one hundred twenty (120) days, but not more than
one hundred eighty (180) days, prior to the date on which the term of the Option
would commence, time being of the essence.

          1.3.  Rent: The monthly Base Rent during the Option Period shall be
                ----
set at the "Market Rental Value" existing at the commencement of the Option
Term. "Market Rental Value" shall mean the monthly base rental prevailing under
leases in Santa Clara, California for office space that is comparable to the
Premises (taking into account age, size, location, status of improvements and
other relevant factors) for delivery at or about the commencement date of the
Option Term. Lessor shall give Lessee written notice of its good faith
determination of Market Rental Value within fifteen (15) days after receiving
Lessee's notice of Option exercise. In the event that Lessee disagrees with
Lessor's determination of Market Rental Value, then Lessor and Lessee shall meet
and attempt to reach agreement on the Market Rental Value. If Lessor and Lessee
are unable to agree on the Market Rental Value within fifteen (15) days after
Lessee receives Lessor's notice specifying the Market Rental Value, the Option
will become null and void.

          1.4.  Option Period Base Year: During the Option Period, the Base Year
                -----------------------
under section 4.2(b) of the Lease shall be adjusted to the calendar year in
which the Option Period commences (i.e., 2003).

<PAGE>

          1.5.  Other Terms: As expressly modified by the provisions of this
                -----------
Amendment, all of the terms and conditions of the Lease shall continue to apply
during the Option Period.

          1.6.  Conditions to Option: The Option shall be subject to the
                --------------------
provisions of paragraph 39, including those relating the Lessee's Default set
forth in paragraph 39.4 of the Lease.

          1.7.  Personal to Lessee: The Option is personal to the original
                ------------------
Lessee and cannot be assigned or exercised by anyone other than original Lessee
or Lessee Affiliate as defined in section 12.2 of the Lease and only while the
original Lessee or Lessee Affiliate is in full possession of the Premises.

          1.8.  Concurrence: The Option must be exercised concurrently with the
                -----------
option for Suite 109 unless otherwise agreed to by both Lessor and Lessee.

     2.   As modified by the provisions of this Amendment, all of the terms and
conditions of this Lease shall continue in full force and effect.

     3.   Each party represents and warrants to the other that it is duly
authorized to enter into this Amendment and perform its obligations without the
consent or approval of any other party and that the person signing on its behalf
is duly authorized to sign on behalf of such party.

Lessor and Lessee have caused this Amendment to be executed and delivered by
their respective duly authorized offices on the date set forth beneath their
signatures hereto.


Lessor:                                     Lessee:

Scott Boulevard Associates                  Nassda Corporation


By: /s/ [ILLEGIBLE]                         By: /s/ Sang Wang
    ------------------------------              ------------------------------
Name: ____________________________          Name:   Sang Wang
                                                  ----------------------------
Title: [ILLEGIBLE]                          Title: CEO
       ---------------------------                 ---------------------------
Date: 1/26/01                               Date: Dec. 22, 2000
      ----------------------------                ----------------------------

                                                                               2

<PAGE>

                   Second Amendment To Lease - Suite 100/110

The Second Amendment to Lease ("Amendment") is entered into as of June 22, 2001
by and between Scott Boulevard Associates ("Lessor") and Nassda Corporation
("Lessee") with reference to the following facts:

A. Lessor and Lessee entered into that certain Standard Office Lease - Gross,
   dated January 18, 2000 for reference, for the lease by Lessee of
   approximately 4,825 square feet of space in Suite 110 in the building at
   2975 Scott Boulevard, Santa Clara, California. Such Lease is comprised of the
   Standard Office Lease - Gross; Exhibit A - Standard Lease Floor Plan; Exhibit
   B - Rules and Regulations for Standard Office Lease; Exhibit C - Work Letter
   to Standard Office Lease; Option(s) to Extend - Standard Lease Addendum; Rent
   Adjustment(s); and Addendum to Lease, and First Amendment to Lease dated
   November 7, 2000, all of which are collectively referred to herein as the
   "Lease". Each capitalized term used in this Amendment without definition
   shall have the same meaning as is ascribed to such term in the Lease, except
   where expressly defined to the contrary in this Amendment.

B. The parties desire to amend the Lease upon the following terms and
   conditions.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter contained, and for the good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

As modified by the provisions of this Amendment, all of the terms and conditions
of this Lease shall continue in full force and effect.

1. Each party represents and warrants to the other that it is duly authorized to
enter into this Amendment and perform its obligations without the consent or
approval of any other party and that the person signing on its behalf is duly
authorized to sign on behalf of such party.

2. The Security Deposit is defined in paragraph 1.9 shall be $28,950.00
throughout the term of the Lease, deleting existing Security Deposit language in
paragraph 1.9.

3. Lessor and Lessee have caused this Amendment to be executed and delivered by
their respective duly authorized offices on the date set forth beneath their
signatures hereto.

Lessor:                                      Lessee:
Scott Boulevard Associates                   Nassda Corporation

By: /s/ [ILLEGIBLE]                          By: /s/ [ILLEGIBLE]
    ------------------------------               ------------------------------

Name: ____________________________           Name: /s/ Tammy Liu
                                                   ----------------------------

Title: [ILLEGIBLE]                           Title: CFO
       ---------------------------                  ---------------------------

Date: 6/26/01                                Date: 6/22/01
      ----------------------------                 ----------------------------