EXHIBIT 10.60




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

                                                                          Page

1.      Definitions                                                         1

2.      Lease Grant                                                         2

3.      Adjustment of Base Rental                                           3

4.      Use                                                                 4

5.      Base Rental and Operating Expense Rental                            4

6.      Security Deposit                                                    5

7.      Landlord's Maintenance                                              5

8.      Tenant's Maintenance and Repair Obligations                         6

9.      Alterations                                                         6

10.     Signs                                                               7

11.     Utilities                                                           8

12.     Entry by Landlord                                                   8

13.     Assignment and Subletting                                           8

14.     Mechanic's Liens                                                    9

15.     Property Insurance                                                 10

16.     Liability Insurance                                                10

17.     Forms of Policies; Increase in Premiums, Waiver of Claims          11

18.     Indemnity                                                          11

19.     Casualty Damage                                                    11

20.     Damages from Certain Causes                                        13

21.     Condemnation                                                       13

22.     Hazardous Substances                                               14

23.     Americans with Disabilities Act                                    15

24.     Events of Default/Remedies                                         15

25.     Tenant Remedies                                                    17

26.     No Waiver                                                          18

27.     Event of Bankruptcy                                                19

28.     Peaceful Enjoyment                                                 19

29.     Parking                                                            19

30.     Removal of Property at Expiration of Lease; Holding Over           19

31.     Subordination to Mortgage                                          20

32.     Estoppel Certificate                                               20

33.     Attorney's Fees                                                    20

34.     Notice                                                             20

35.     Severability                                                       21

36.     Recordation                                                        21

37.     Governing Law                                                      21

38.     Force Majeure                                                      21

39.     Time of Performance                                                21

40.     Transfers by Landlord                                              21

41.     Commissions                                                        21

42.     Joint and Several Liability                                        21

43.     Authority                                                          21

44.     Financial Condition of Tenant                                      21

45.     Effect of Delivery of This Lease                                   21

46.     Entire Agreement                                                   21

47.     No Presumption Against Drafter                                     22

48.     Landlord's Lien                                                    22

49.     Warranty Waiver                                                    22

50.     Substitution.                                                      22

51.     Tax Protest                                                        22

52.     Waiver of Deceptive Trade Practices Act                            22

53.     Letter of Credit                                                   22

54.     Third Party Equipment.                                             22

          Exhibit "A" - Property Description
          Exhibit "B" - Outline and Location of Premises
          Exhibit "C" - Operating Expense Rental
          Exhibit "D" - Work Letter
          Exhibit "E" - Rules and Regulations
          Exhibit "F" - Parking Agreement
          Exhibit "G" - Renewal Option
          Exhibit "H" - Form of Letter of Credit
          Exhibit "I"  - Purchase Option
          Exhibit "J" - Right of Opportunity
          Exhibit "K" - Base Building Work
          Exhibit "L" - Intentionally Omitted
          Exhibit "M-1" - Property Owned by Tenant
          Exhibit "M-2" - Improvements to Remain in the Premises or on the
Property
          Exhibit "N" - Form of Subordination, Non-Disturbance and Attornment
Agreement
          Exhibit "O" - Form of Memorandum of Lease
          Exhibit "P" - Tenant's Form of Confidentiality Agreement
          Exhibit "Q" - List of Encumbrances Affecting the Property
          Exhibit "R" - Removal Area

                                 LEASE AGREEMENT
                                 ---------------


This Lease Agreement (the "Lease") is made and entered effective as
of June ______, 1999 between Cameron Road Corporate Park, Ltd., a Texas
limited partnership ("Landlord") and Exodus Communications, Inc., a Delaware
 corporation ("Tenant").

                               W I T N E S S E T H :
                               - - - - - - - - - - -

1.      Definitions: The following are definitions of some of the
defined terms used in this Lease.  The definition of other defined terms are
found throughout this Lease.

(a)     "Building" shall mean collectively, the two (2)
industrial buildings located upon the real property (the "Property")
described in Exhibit "A" attached hereto and incorporated herein
together with all appurtenances thereto.

(b)     "Base Rental" shall mean the following:

Commencing on the Rent Commencement Date, Base Rental shall
mean the following, as adjusted pursuant to Paragraph 3 below:

                       Rate Per   Total Square Footage    Monthly
   Period            Square Foot    of the Premises     Base Rental


Months 1 - 5            $9.00            35,750         $ 26,812.50
Months 6 - 10           $9.00            71,500         $ 53,625.00
Months 11 - 15          $9.00           107,250         $ 80,437.50
Months 16 - 20          $9.00           142,950         $107,212.50
Months 21 - 60          $9.00           178,650         $133,987.50
Months 61 - 120         $10.70          178,650         $159,296.25
Months 121 - 144        $12.70          178,650         $189,071.25

For purposes hereof, a Month shall mean a period of time commencing
on the same numeric day as the Rent Commencement Date and ending on
(but not including) the day in the next calendar month that is the
same  numeric date as the Rent Commencement Date.  The first Month
shall commence on the Rent Commencement Date.  Notwithstanding the
foregoing, Base Rental shall be payable on the first day of each
calendar month of the "Lease Term" (hereinafter defined), in
accordance with Paragraph 5(a) of the Lease.

 Tenant shall pay the Base Rental due for the first full Month during
the Lease Term to Landlord contemporaneously with the execution
hereof.

(c)     "Operating Expenses" shall mean all direct and indirect
costs and expenses incurred in connection with the Project as more
fully defined in Exhibit "C" attached hereto.

(d)     "Security Deposit" shall mean the sum of $26,812.50, as
increased pursuant to Paragraph 6 below.

(e)     "Commencement Date" shall mean the date that Landlord
delivers the Phase I Premises to Tenant.

(f)     "Lease Term": A period of one hundred forty-four (144)
months from the Rent Commencement Date; provided that if the Rent
Commencement Date is a date other than the first day of a calendar
month, the Lease Term shall consist of one hundred forty-four (144)
calendar months in addition to the remainder of the calendar month in
which the Rent Commencement Date occurs.

(g)     "Premises" shall mean the space located within the
Building and outlined on Exhibit "B" to this Lease.  The Premises are
stipulated for all purposes to contain approximately 178,650 square
feet of "Rentable Area" (as defined below).  The Premises shall be
leased by Tenant in stages in accordance with Paragraph 2 below.

(h)     Intentionally Omitted.

(i)     Intentionally Omitted.

(j)     Intentionally Omitted.


(k)     "Maximum Rate", when used herein, shall mean the greatest
of the rates of interest from time to time permitted under applicable
federal and state law.  To the extent of the applicable state and
federal law, the Maximum Rate shall be the highest permitted rate
based upon the "indicated rate ceiling", but to the extent now or
hereafter permitted by law, Landlord may from time to time implement,
withdraw and reinstate any ceiling as an alternative to the indicated
rate ceiling, including the right to reinstate the indicated rate
ceiling.

(l)     "Prime Rate" shall mean the per annum interest rate
announced by and quoted by Chase Bank (or another money center bank
selected by Landlord) from time to time (whether or not charged in
each instance) as its prime or base rate.

(m)     "Rentable Area in the Premises" shall mean the area
contained within the demising walls of the Premises.  For purposes of
the Lease it is agreed and stipulated by both Landlord and Tenant
that the Rentable Area in the Premises is 178,650 square feet, with
Building I containing 107,250 rentable square feet and Building II
containing 71,400 rentable square feet.

As of the date of the Lease, the Rentable Area in the Project is
stipulated by both Landlord and Tenant to be 178,650 square feet.

(n)     "Project" means the Property and all improvements on the
Property including without limitation the Building and any parking
area or facilities thereon.

(o)     "Default Rate" means the lower of (i) the Prime Rate plus
six percent (6%) or (ii) the Maximum Rate.

(p)     "State" means the state in which the Project is located.

(q)     "Tenant's Pro Rata Share" means the fraction, the
numerator of which is the Rentable Area of the Premises and the
denominator of which is the Rentable Area of the Project, expressed
as a percentage.

(r)     "Rent Commencement Date" means the earlier to occur of
(i) the later to occur of (x) seventy-five (75) days after Landlord's
delivery of the Phase I Premises to Tenant, or (y) October 1, 1999,
or (ii) the date Tenant commences business operations in the Phase I
Premises.  The "Phase II Rent Commencement Date" means the date
which is five (5) months after the Rent Commencement Date.  The
"Phase III Rent Commencement Date" means the date which is the ten
(10) months after the Rent Commencement Date.  The "Phase IV Rent
Commencement Date" means the date which is fifteen (15) months after
the Rent Commencement Date.  The "Phase V Rent Commencement Date"
means the date which is twenty (20) months after the Rent
Commencement Date.

(s)     "Base Building Work" means all of the work, materials and
equipment necessary to  construct the Building substantially in
accordance with the plans and specifications described on Exhibit  K
attached hereto.

2.      Lease Grant.

(a)     Subject to and upon the terms herein set forth, Landlord
leases to Tenant and Tenant leases from Landlord the Premises in
accordance with the following takedown schedule:

          (i)     That portion of the Premises containing 35,750
          square feet and shown on Exhibit "B" as the Phase I Premises
          (hereinafter so called) shall be delivered to and leased by
          Tenant on or about  July 15, 1999 (such actual delivery date,
          the "Phase I Commencement Date").

          (ii)    That portion of the Premises containing 35,750
          square feet and shown on Exhibit "B" as the Phase II Premises
          (hereinafter so called) shall be delivered to and leased by
          Tenant on the  date which is the earlier to occur of (x) five
          (5) months after the Phase I Commencement Date and (y) five (5)
          days after Landlord's receipt of written request for delivery
          of such space from Tenant, which request shall not be delivered
          prior to July 15, 1999 (such actual delivery date, the "Phase
          II Commencement Date").

          (iii)   That portion of the Premises containing 35,750
          square feet and shown on Exhibit "B" as the Phase III Premises
          (hereinafter so called) shall be delivered to and leased by
          Tenant on the date which is the earlier to occur of (x) ten
          (10) months after the Phase I Commencement Date and (y) five
          (5) days after Landlord's receipt of written request for
          delivery of such space from Tenant, which request shall not be
          delivered prior to July 15, 1999 (such actual delivery date,
          the "Phase III Commencement Date").

          (iv)    That portion of the Premises containing 35,700
          square feet and shown on Exhibit "B" as the Phase IV Premises
          (hereinafter so called) shall be delivered to and leased by
          Tenant on the date which is the earlier to occur of (x) fifteen
          (15) months after the Phase I Commencement Date and (y) five
          (5) days after Landlord's receipt of written request for
          delivery of such space from Tenant, which request shall not be
          delivered prior to September 1, 1999 (such actual delivery
          date, the "Phase IV Commencement Date").


          (v)     That portion of the Premises containing 35,700
          square feet and shown on Exhibit "B" as the Phase V Premises
          (hereinafter so called) shall be delivered to and leased by
          Tenant on the date which is the earlier to occur of (x) twenty
          (20) months after the Phase I Commencement Date and (y) five
          (5) days after Landlord's receipt of written request for
          delivery of such space from Tenant, which request shall not be
          delivered prior to September 1, 1999 (such actual delivery
          date, the "Phase V Commencement Date").

(b)     Tenant acknowledges that the Base Building Work will not
be complete on the Phase I Commencement Date and the Base Building
Work for Building II will not be complete until approximately
September 15, 1999.  Landlord agrees to use reasonable efforts to
substantially complete the Base Building Work with respect to the
structure of Building I only (i.e., excluding any landscaping and
other work not associated with the actual structure of Building I) on
or before August 6, 1999.  In the event the Base Building Work with
respect to the structure of Building I is not substantially complete
on or before August 6, 1999 (as adjusted pursuant to the remainder of
this subpart (b)), the Rent Commencement Date shall be adjusted
forward (i.e., to a later date) by one day for each day after August
6, 1999 that the Base Building Work with respect to the structure of
Building I is not substantially complete, but such adjustment period
shall not exceed the number of days Tenant's Work is delayed as a
result of Landlord's failure to substantially complete the Base
Building Work with respect to the Structure of Building I on or
before August 6, 1999.  Notwithstanding the foregoing, the August 6,
1999 date shall adjusted forward (i.e., to a later date) by one day
for each day that Landlord is delayed in substantially completing the
Base Building Work with respect to the structure of Building I as a
result of Tenant requested changes to the Base Building Work or other
delays caused by Tenant.  The foregoing adjustment of the Rent
Commencement Date shall be Tenant's sole and exclusive remedy in the
event Landlord fails to substantially complete the Base Building Work
with respect to the structure of Building I by August 6, 1999, as
such date may be adjusted as set forth above for Tenant caused
delays.   Tenant agrees to use reasonable efforts to substantially
complete the Base Building Work with respect to the structure of
Building II on or before October 1, 1999.  For purposes of this
subpart (b), substantially complete shall mean that the work is
completed in accordance with the plans and specifications therefor
except for any punch list type items.

3.      Adjustment of Base Rental.

(a)     Subject to and upon the terms and conditions set forth in
this Lease, this Lease shall continue in force commencing on the date
hereof and extending throughout the Lease Term.  The actual Rent
Commencement Date, Phase II Rent Commencement Date, Phase III Rent
Commencement Date, Phase IV Rent Commencement Date, and the Phase V
Rent Commencement Date shall be set forth in a confirmation letter or
letters to be prepared by Landlord and sent to Tenant.

(b)     Except as set forth in Paragraph 3(d) below, the taking
of possession of the Premises by Tenant shall be conclusive evidence
against Tenant that, (i) Tenant warrants and represents to Landlord
that it has conducted its own independent investigation of the
Premises and the Project and that the Premises and the Project are
suitable for the purpose for which the same are leased, subject to
any latent defect in the Base Building Work which is not discoverable
upon reasonable inspection and subject to the Base Building Punch
List Items (hereinafter defined); provided that the foregoing
warranty does not cover the zoning of the Property, (ii) the Premises
and the Project and each and every part and appurtenance thereof are
in good and satisfactory condition, except for (w) any latent defect
in the Base Building Work which is not discoverable upon a reasonable
inspection, and (x) completion of the Base Building Punch List Items,
and (iii) Tenant waives any defects in the Premises and its
appurtenances and in all other parts of the Project and the
appurtenances thereto, except for (y) any latent defect in the Base
Building Work which is not discoverable upon a reasonable inspection,
and (z) the Base Building Punch List Items.

(c)     When Landlord considers the Base Building Work to be
substantially complete in each Building comprising the Premises,
Landlord will notify Tenant and within ten (10) business days
thereafter, Landlord's representative and Tenant's representative
shall conduct a walk-through of the applicable Building and identify
any necessary touch-up work, repairs and minor completion items as
are necessary for final completion of the Base Building Work (the
"Base Building Punch List Items").  Neither Landlord's
representative nor Tenant's representative shall unreasonably
withhold his agreement on punch list items. Landlord will use
reasonable efforts to cause the contractor to complete all Base
Building Punch List Items as soon as reasonably practicable after
agreement thereon.


(d)     Landlord represents to Tenant that the construction of
the Building and the Parking Areas (as defined in Exhibit "F") on
the Property has been and shall continue to be undertaken in
accordance with all applicable laws, codes and ordinances applicable
thereto.  The foregoing representation does not apply to the use to
which Tenant will put the Premises or to any of Tenant's improvements
or alterations.  In the event of a non-compliance of such warranty or
Tenant's discovery of a latent defect in the Base Building Work
reported to Landlord (i) with respect to Building I, within one
hundred eighty (180) days after substantial completion of the Base
Building Work with respect to Building I, and (ii) with respect to
Building II, within one hundred eighty (180) days after substantial
completion of the Base Building work with respect to Building II, or
such longer period if such defect is then covered by a contractor's
or manufacturer's warranty, Landlord shall promptly, after receipt of
written notice from Tenant setting forth the nature and extent of
such non-compliance or defect, rectify the same at Landlord's sole
cost and expense.  Further, in connection with the construction of
the Base Building Work, Landlord shall obtain customary warranties
and guaranties from the contractors performing such work and/or the
manufacturers of equipment installed therein, but shall be under no
obligation to incur additional expense in order to obtain or extend
such warranties.  If Tenant is required to make repairs to any
component of the Premises or any of its systems not covered by the
Landlord's warranty contained in this Paragraph 3(d) but for which
Landlord has obtained a contractor's or manufacturer's warranty, then
Landlord shall, upon request by Tenant, use its good faith efforts to
pursue its rights under any such warranties for the benefit of
Tenant.


4.      Use.

(a)     The Premises shall be used for the Permitted Use and for
no other purpose.  No retail sales may be made from the Premises
(other than incidental retail sales from a showroom area). Sales by
Tenant from the Premises with respect to use of the Premises as an
internet data center shall not be  considered retail sales for
purposes of this Lease.  Except as permitted in this Lease, Tenant
shall not use the Premises or the Project to receive, store or handle
any product, material or merchandise that is explosive or highly
inflammable or hazardous.  Except storage within the corridor to be
constructed by Tenant between the two (2) buildings in which the
Premises are located (the "Storage Corridor"), outside storage is
prohibited.  Tenant shall be solely responsible (at Tenant's sole
cost and expense) for complying with all laws applicable to the use,
occupancy, and condition of the Premises, including without
limitation obtaining all required building permits and/or
certificates of occupancy.  Tenant shall not permit any objectionable
or unpleasant odors, smoke, dust, gas, light, noise or vibrations to
emanate from the Premises; nor take any other action that would in
Landlord's reasonable judgment constitute a nuisance or would
disturb, unreasonably interfere with, or endanger Landlord or any
other person; nor permit the Premises to be used for any purpose or
in any manner that would (1) void the insurance thereon, (2)
materially increase the insurance risk, or (3) cause the disallowance
of any sprinkler credits.  Tenant shall pay to Landlord on demand any
increase in the cost of any insurance on the Premises or the Building
incurred by Landlord which is caused by Tenant's use of the Premises
or because Tenant vacates the Premises.  Tenant agrees not to use or
permit the use of the Premises for any purpose which is illegal or
dangerous to life, limb or property.

(b)     Tenant will conduct its business and control its agents,
servants, employees, customers, licensees, and invitees in such a
manner as not to interfere with, unreasonably annoy or disturb other
tenants or Landlord.  Tenant will maintain the Premises in a clean
and healthful condition, and comply with all laws, ordinances,
orders, rules and regulations of any governmental entity with
reference to the use, condition or occupancy of the Premises.
Tenant, at his expense, will comply with the rules and regulations of
the Building adopted and altered by Landlord from time to time and
will cause all of its agents, employees, invitees and visitors to do
so; provided that such rules and regulations are non-discriminatory
and further provided that any such modifications to the rules and
regulations do not materially interfere with Tenant's use and
occupancy of the Premises or materially increase Tenant's liabilities
under this Lease. A copy of the existing rules and regulations is
attached hereto as Exhibit "E" and made a part hereof.   Tenant
agrees not to commit or allow any waste to be committed on any
portion of the Premises or the Project, and at the termination of
this Lease to deliver up the Premises to Landlord in good working
order as required under Paragraph 30 hereof, ordinary wear and tear
excepted.

5.      Base Rental and Operating Expense Rental.


(a)     Tenant covenants and agrees to pay to Landlord during the
Lease Term, without any setoff or deduction except as otherwise
expressly provided herein, the Base Rental, and all such other sums
of money as shall become due hereunder as additional rent, all of
which are sometimes herein collectively called "rent." In the event
of nonpayment of any such rent beyond the applicable notice and cure
period, if any, Landlord shall be entitled to exercise all such
rights and remedies as are herein provided in the case of the
nonpayment of Base Rental.  Except as otherwise provided herein, the
annual Base Rental for each calendar year or portion thereof during
the Lease Term, together with any estimated Operating Expense Rental
pursuant to Exhibit "C" hereof then in effect, shall be due and
payable in advance in twelve (12) equal installments on the first day
of each calendar month during the initial term of this Lease and any
extensions or renewals hereof, and Tenant hereby agrees to pay such
Base Rental and Operating Expense Rental to Landlord at Landlord's
address provided herein (or such other address as may be designated
by Landlord in writing from time to time) monthly, in advance, and
without demand.  If the Rent Commencement Date occurs on a day other
than the first day of a month or the Lease Term terminates on a day
other than the last day of a month, then the installments of Base
Rental and Operating Expense Rental for such month or months shall be
prorated, based on the number of days in such month.  The Base Rental
and Operating Expense Rental for the first partial month, if any,
shall be payable at the beginning of said period.  All such payments
shall be by a good and sufficient check (subject to collection) or
wire transfer.  No payment by Tenant or receipt or acceptance by
Landlord of a lesser amount than the correct installment of rent due
under this Lease shall be deemed to be other than a payment on
account of the earliest rent due hereunder, nor shall any endorsement
or statement on any check or any letter accompanying any check or
payment be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to
recover the balance or pursue any other remedy provided by this Lease
or applicable law.  The acceptance by Landlord of an installment of
rent on a date after the due date of such payment shall not be
construed to be a waiver of Landlord's right to declare a default for
any other late payment.  If Tenant fails to timely pay any two (2)
installments of rent during any twelve (12) month period during the
first two (2) years of the Lease Term, or if any time thereafter
during the Lease Term, Tenant fails to timely pay any two (2)
installments of rent, Landlord at its sole option may require Tenant
to pay rent (as estimated by Landlord, if necessary) quarterly in
advance, and, in such event, all future payments shall be made on or
before the due date in cash or by cashier's check or money order, and
the delivery of Tenant's collectible personal or corporate check
shall no longer constitute payment thereof.  Nothing in this
paragraph shall relieve Tenant from its duties to pay Late Charges as
hereinafter provided.  Any acceptance of Tenant's collectible
personal or corporate check thereafter by Landlord shall not be
construed as a waiver of the requirement that such payments be made
in cash or by cashier's check or money order.  All amounts received
by Landlord from Tenant hereunder shall be applied first to the
earliest accrued and unpaid rent then outstanding.  Landlord shall
use reasonable efforts to provide Tenant with twenty-one (21) days
prior written notice of any change in Base Rental payable hereunder;
provided that Landlord's failure to provide such notice shall not
affect Tenant's obligation to pay such Base Rental or constitute a
default by Landlord.

(b)     To the extent allowed by law, all installments of rent
not paid when due shall bear interest at the Default Rate from the
date due until paid; and, in addition, all installments of rent not
paid within seven (7) days of when due and payable shall incur a Late
Charge equal to five percent (5%) of the outstanding balance due.

(c)     Tenant agrees to pay Operating Expense Rental (as defined
in Exhibit "C") in accordance with such Exhibit and subparagraph 5(a)
above.

6.      Security Deposit.  Tenant shall pay to Landlord as additional
Security Deposits the following amounts on the following dates:  on the
Phase II Commencement Date, the sum of $26,812.50; on the Phase III
Commencement Date, the sum of $26,812.50, on the Phase IV Commencement Date,
the sum of $26,775.00 and on the Phase V Commencement Date, the sum of
$26,775.00.  Landlord shall use reasonable efforts to provide Tenant with
twenty-one (21) days prior written notice of the foregoing required
increases in the Security Deposit; provided that Landlord's failure to
provide such notice shall not affect Tenant's obligation to pay such
increases in the Security Deposit or constitute a default by Landlord. The
Security Deposit shall be held by Landlord without liability for interest
and as security for the performance by Tenant of Tenant's covenants and
obligations under this Lease, it being expressly understood that the
Security Deposit shall not be considered an advance payment of rent or a
measure of Tenant's liability for damages in case of default by Tenant.
Landlord will deposit the Security Deposit in an interest bearing account
and all interest paid thereon, less all applicable expenses of maintaining
such account, shall become part of the Security Deposit.  Landlord may, from
time to time, without prejudice to any other remedy and without waiving such
default, use the Security Deposit to the extent necessary to cure any
default of Tenant hereunder.  Following any such application of the Security
Deposit, if the remaining Security Deposit is less than $133,987.50 plus the
Additional Security Deposit, if any, Tenant shall promptly pay to Landlord
upon demand the amount necessary to  restore the Security Deposit to
$133,987.50 plus the Additional Security Deposit, if any.  If Tenant is not
in default at the termination of this Lease, the balance of the Security
Deposit remaining after any such application shall be returned by Landlord
to Tenant.  If Landlord transfers its interest in the Premises during the
term of this Lease, Landlord agrees to assign the Security Deposit to the
transferee and upon such assignment, Landlord shall have no further
liability for the return of such Security Deposit.  Tenant agrees to look
solely to such transferee or assignee or successor thereof for the return
of the Security Deposit.  Landlord and its successors and assigns shall not
be bound by any actual or attempted assignment or encumbrance of the
Security Deposit by Tenant.  If Tenant is in default under this Lease more
than two (2) times within any twelve-month period, irrespective of whether
or not such default is cured, then, without limiting Landlord's other rights
and remedies provided for in the Lease or at law or equity, the Security
Deposit shall automatically be increased by an amount equal to the greater
of (i) three times the original Security Deposit of $133,987.50, or (ii) the
sum of three months' Base Rental and Operating Expense Rental.  Such
additional Security Deposit shall be paid by Tenant to Landlord forthwith
on demand.

7.      Landlord's Maintenance.

(a)     This Lease is intended to be a net lease; accordingly,
Landlord's maintenance obligations are limited to the repair, maintenance
and replacement of the Building's roof and maintenance and repair of the
foundation, footings  and structural members of the exterior walls of the
Building (collectively, the "Building's Structure"); the cost of such
maintenance and repair to be included in Operating Expenses as provided in
Exhibit "C",  however, Landlord shall not be responsible (i) for any such
work until Tenant delivers to Landlord written notice of the need therefor
or (ii) for alterations to the Building's Structure required by Law because
of Tenant's use of the Premises (which alterations shall be performed by
Tenant).  The Building's Structure does not include skylights, windows,
glass or plate glass, doors, special store fronts or office entries, all of
which shall be maintained by Tenant.  Landlord shall obtain customary
warranties and guarantees from all contractors performing maintenance and
repair work on the Building on Landlord's behalf and shall, upon request by
Tenant, use reasonable efforts to pursue its rights under any such
warranties for the benefit of Tenant.


(b)     If Landlord fails (i) to perform any of its repair and
maintenance obligations under this Paragraph 7 or as otherwise as required
in this Lease or (ii) to reasonably act to restore any utilities interrupted
as a result of Landlord's or its agent's, employee's or contractor's gross
negligence or willful misconduct and any such failure materially and
adversely affects Tenant's ability to use and occupy the Premises for the
purposes permitted herein, Tenant shall have the right, but not the
obligation, to perform such repairs and/or maintenance if such failure
continues for more than fifteen (15) days after written notice from Tenant;
provided, however, that if the nature of the repairs and/or maintenance to
be completed by Landlord is such that more than fifteen (15) days are
required to complete such repairs and/or maintenance, Landlord shall have
such additional time as is reasonably necessary to complete such repairs
and/or maintenance so long as Landlord takes appropriate action to commence
such repairs and/or maintenance within such fifteen (15) day period and
thereafter diligently pursues such repairs and/or maintenance to completion.
 In such event, Landlord shall reimburse Tenant for the reasonable costs
incurred by Tenant to complete such repairs and/or maintenance within thirty
(30) days after receipt of Tenant's written demand therefor, together with
copies of the paid invoices evidencing the costs incurred by Tenant.  Any
repairs and/or maintenance permitted herein shall be performed in a good
workmanlike manner by licensed contractors; provided that any roof repair
shall be performed by Landlord's roofing contractor in a manner that will
not void any roof warranty held by Landlord.  If Landlord objects to the
repairs and/or maintenance performed or the expenses incurred by Tenant in
performing such work, Landlord shall deliver a written notice of Landlord's
objection to Tenant within thirty (30) days after Landlord's receipt of
Tenant's invoice evidencing the expenses incurred by Tenant.  Landlord's
notice shall set forth in reasonable detail Landlord's reasons for its claim
that such repairs and/or maintenance were not required or were not
Landlord's obligation under the terms of this Lease and/or the reasons for
Landlord's dispute of the expenses incurred by Tenant in performing such
work.  The parties shall thereafter work in good faith to resolve such
dispute.

(c)     If Tenant fails to perform its obligations under Paragraph 8
below, Landlord may perform Tenant's maintenance, repair and replacement
obligations and any other items that are otherwise Tenant's obligations
under Paragraph 8, in which event Tenant shall pay to Landlord any cost
incurred by Landlord in performing such obligations, together with ten
percent (10%) thereof to cover Landlord's overhead, within ten (10) days
after Landlord's request therefor.  In performing such work under this
Paragraph 7(c), Landlord will comply with the requirements of Paragraph 12
below.

8.      Tenant's Maintenance and Repair Obligations.

(a)     Tenant shall maintain all parts of the Premises (except
for maintenance work which Landlord is expressly responsible for under
Paragraph 7), including plumbing work and fixtures in good condition and
promptly make all necessary repairs and replacements to the Premises.

(b)       Tenant shall maintain and repair the Parking Areas and
other exterior areas of the Project, including but not limited to driveways,
alleys, landscape and grounds within the Project, in a clean and sanitary
condition, consistent with the operation of a first-class research and
development/light industrial/warehouse project, including prompt
maintenance, repairs and replacements of the exterior of the Building
(including painting), sewage lines and other items normally associated with
the foregoing.

(c)     Tenant shall maintain the hot water equipment and the
heating, air conditioning, and ventilation equipment and system (the "HVAC
System") in good repair and condition and in accordance with applicable law
and with such equipment manufacturers' suggested operation/maintenance
service program.  Within thirty (30) days after the Rent Commencement Date,
Tenant shall enter into regularly scheduled preventive maintenance/service
contracts for such equipment, and upon request from Landlord from time to
time, Tenant shall  deliver copies of such maintenance/service contracts for
such equipment to Landlord.  At least 14 days before the end of the Lease
Term, Tenant shall deliver to Landlord a certificate from an engineer
reasonably acceptable to Landlord certifying that the hot water equipment
and the HVAC System remaining in the Premises are then in good repair and
working order.  Upon request by Tenant, Landlord shall promptly deliver
Tenant a copy of Landlord's roof warranty applicable to the Building.

9.      Alterations.

(a)     Except as otherwise provided in the Work Letter Agreement
attached hereto as Exhibit "D", all installations and improvements
now or hereafter placed on or in the Premises shall be subject to the
provisions of this Paragraph 9 hereof and shall be for Tenant's
account and at Tenant's cost (and Tenant shall pay ad valorem taxes
and increased insurance thereon or attributable thereto), which cost
shall be payable by Tenant to Landlord upon demand as additional
rent.  Such additional rent shall not be construed as including taxes
assessed against improvements in the Premises which are subject to
personal property taxes.  Such personal property taxes shall remain
the sole responsibility of the Tenant.


(b)     Except as set forth in Paragraph 9(c) below, Tenant shall
not make any alterations, additions or improvements to the Premises
without the prior written consent of Landlord, which consent shall
not be unreasonably withheld or delayed.  Landlord shall notify
Tenant whether it consents to any alteration, addition or improvement
within ten (10) business days after Landlord has received plans and
specifications therefor which are sufficiently detailed to allow
construction of the work depicted thereon to be performed in a good
and workmanlike manner.  If the alteration, addition or improvement
will affect the Building's Structure, HVAC System, or mechanical,
electrical, or plumbing systems or fire protection systems
(collectively, the "Building Structure"), then the plans and
specifications therefor must be prepared by a licensed engineer
reasonably acceptable to Landlord.   All installations described in
Paragraphs 9 and 10 of the Work Letter Agreement attached hereto as
Exhibit "D" shall require the approval of Landlord in accordance
with the terms of this Paragraph 9(b).  At the time Landlord grants
its consent to any alteration, addition or improvement, Landlord
shall inform Tenant whether or not such alteration, addition or
improvement must be removed at the expiration or earlier termination
of this Lease.  Landlord's approval of any plans and specifications
shall not be a representation that the plans or the work depicted
thereon will comply with law or be adequate for any purpose, but
shall merely be Landlord's consent to performance of the work.  If
Landlord fails to notify Tenant of its approval or disapproval of
such alteration, addition or improvement within the foregoing
described ten (10) business day period, Landlord shall be deemed to
have approved such requested alteration, addition or improvement.
Upon completion of any alteration, addition, or improvement, Tenant
shall deliver to Landlord accurate, reproducible as-built plans
therefor as provided in Paragraph 9(c) below.  Tenant may erect
shelves, bins, machinery and trade fixtures without obtaining
Landlord's prior written consent provided that such items (i) do not
alter the basic character of the Premises or the Building; (ii) do
not overload or damage the same; and (iii) may be removed without
damage to the Premises.  All work performed by a Tenant Party in the
Premises (including that relating to the installations, repair,
replacement, or removal of any item) shall be performed in accordance
with applicable law and with Landlord's specifications and
requirements, in a good and workmanlike manner, and so as not to
damage or alter the Building's Structure or the Premises.  Prior to
the commencement of any work on any such alteration, addition or
improvement to which Landlord has consented, the same shall have been
submitted to and approved by all municipal or other governmental
departments or agencies having jurisdiction over the subject matter
thereof (all of which shall have issued any required permits and
approvals).  Throughout the performance of alterations, additions or
improvements, Tenant, at its expense, shall carry, or cause to be
carried, construction risk insurance under which Landlord shall be
named as an additional insured.

(c)     Notwithstanding the foregoing provisions of Paragraph 9,
Landlord's consent shall not be required for (i) the movement,
installation or modification of trade fixtures (including, without
limitation, ballistic treatments, risers, utility feeds and related
conduits and interior fresh air/exhaust louvers, but excluding any
trade fixture to be installed on the outside of the Premises or the
Building), furniture (including, without limitation, kitchen
appliances, demountable partitions and items used to block windows,
computer racking and similar demountable fixtures) and trade
equipment to be installed on the inside of the Premises or the
Building; provided, however, that all of the foregoing items may be
removed from the Premises without material injury thereto (the
foregoing trade fixtures, furniture and trade equipment are
collectively referred to herein as "Trade Fixtures"), or (ii) any
alterations and improvements  to the interior of the Building which
do not affect the Building Structure not covered by subparagraph
(c)(i) above; provided that Tenant shall provide Landlord with five
(5) business days prior written notice of any proposed alterations or
improvements to the interior of the Building which do not affect the
Building Structure. In the event Landlord reasonably believes that
such proposed non-structural alteration or improvement will affect
the Building Structure, Landlord will notify Tenant of such belief
within five (5) business days after receipt of Tenant's notice and
Tenant shall not proceed with such alteration or improvement prior to
Landlord's approval thereof, which shall be given or withheld within
ten (10) business days after Landlord has received plans and
specifications therefor which are sufficiently detailed to allow
construction of the work depicted thereon to be performed in a good
and workmanlike manner.  Pursuant to the foregoing alteration rights
of Tenant hereunder, at least once every six months during the Lease
Term therein, Tenant shall report in writing, in detail (including,
without limitation, accurate, re-producible as-built plans)
reasonably satisfactory to Landlord, all alterations, additions and
improvements to the Premises made by Tenant since the last such
report (except that Tenant shall not be obligated to report
alterations covered by Paragraph 9(c)(i) above), unless plans and
specifications for the same have theretofore been furnished to
Landlord.  If in or at the time of such report Tenant requests in
writing that Landlord do so with respect to specific items designated
in such report, Landlord will advise Tenant, in writing, as to which
of the designated alterations, additions and improvements made by
Tenant since the last such report, which did not require Landlord's
consent, Landlord will require Tenant to remove and restore at the
expiration or earlier termination of this Lease; and Landlord will be
bound by such written advice.  Prior to the commencement of any work
on any such alteration, addition or improvement not requiring
Landlord's consent hereunder, the same shall have been submitted to
and approved by all municipal or other governmental departments or
agencies having jurisdiction over the subject matter thereof (all of
which shall have issued any required permits and approvals).
Throughout the performance of alterations, additions or improvements,
Tenant, at its expense, shall carry, or cause to be carried,
construction risk insurance under which Landlord shall be named as an
additional insured.

(d)     In the event Tenant needs to alter or modify any
structural portion of the Premises on an emergency basis, Landlord
will use reasonable efforts to notify Tenant of its approval or
disapproval of such requested alteration or modification as soon as
reasonably practicable.

(e)     Except for items described on Exhibit "M-2" attached
hereto, title to any alterations, additions or improvements to the
Premises made by Tenant pursuant to this Paragraph 9 shall vest in
Tenant to the extent any such improvements are not fixtures or other
real estate interests.

10.     Signs.  Tenant shall not place, install or attach any signage,
decorations, advertising media, blinds, draperies, window treatments, bars,
or security installations to the Premises or the Building without Landlord's
prior written approval.  Subject to Landlord's approval, which will not be
unreasonably withheld or delayed, and the remaining provisions of this
Paragraph 10, Tenant shall be entitled to install, at Tenant's sole cost and
expense, up to two (2) corporate identification signs on the exterior of the
Building and one (1) monument on the Property, all in locations approved by
Landlord.    Upon the expiration or earlier termination of this Lease,
Tenant shall remove the two (2) corporate identification signs on the
exterior of the Building.  Tenant shall repair, paint, and/or replace any
portion of the Premises or the Building damaged or altered as a result of
its signage when it is removed (including, without limitation, any
discoloration of the Building).  Tenant shall not (a) make any changes to
the exterior of the Premises or the Building, (b) install any exterior
lights, decorations, balloons, flags, pennants, banners or paintings, or (c)
erect or install any signs, windows or door lettering, decals, window or
storefront stickers, placards, decorations or advertising media of any type
that is visible from the exterior of the Premises without Landlord's prior
written consent.  Landlord shall not unreasonably withhold its consent to
any proposed exterior lighting or proposed exterior cameras.  Landlord shall
notify Tenant whether it consents to any exterior lighting, exterior cameras
or other change or alteration to the exterior of the Premises or the
Building within ten (10) business days after Landlord has received plans and
specifications therefor, which detail, without limitation, the method of
attachment and location thereof.  If Landlord fails to notify Tenant of its
approval or disapproval of any requested exterior lighting, exterior cameras
or other exterior installation within such ten (10) business day period,
Landlord shall be deemed to have approved the installation of such requested
lighting and/or cameras.   Landlord shall not be required to notify Tenant
of whether it consents to any sign until it (i) has received detailed, to-
scale drawings thereof specifying design, material composition, color
scheme, and method of installation, and (ii) has had a reasonable
opportunity to review them.  All exterior signage must comply with the sign
criteria and standards applicable to the Project, which criteria shall be
mutually agreed by Landlord and Tenant; provided that in no event shall any
neon or flashing exterior signage be permitted in the Project.


11.     Utilities.  Tenant shall obtain and pay for all water, gas,
electricity, heat, telephone, sewer, sprinkler charges and other utilities
and services used at the Premises, together with any taxes, penalties,
surcharges, maintenance charges, and the like pertaining to the Tenant's use
of the Premises.  Landlord may, at Tenant's expense, separately meter and
bill Tenant directly for its use of any such utility service, in which case,
the amount separately billed to Tenant for Building-standard utility service
shall reflect the actual cost of such service (without any service charged
added by Landlord) and shall not be duplicated in Tenant's obligation to pay
Operating Expense Rental. Landlord shall not be liable for any interruption
or failure of utility service to the Premises unless such interruption or
failure is caused by the gross negligence or willful misconduct of Landlord
or Landlord's employees, agents or contractors, EVEN IF SUCH FAILURE IS
CAUSED BY THE NEGLIGENCE OF LANDLORD OR LANDLORD'S EMPLOYEES, AGENTS OR
CONTRACTORS.  All amounts due from Tenant under this Paragraph 11 shall be
payable within ten (10) days after Tenant's receipt of an invoice and
supporting documentation therefor.

12.     Entry by Landlord.  Landlord and Landlord's agents and
representatives may enter the Premises during business hours to inspect the
Premises; to make such repairs as may be required or permitted under this
Lease; to perform any unperformed obligations of Tenant hereunder; and to
show the Premises to prospective purchasers, mortgagees, ground lessors, and
(during the last twelve (12) months of the Term) tenants.  Notwithstanding
the foregoing, Landlord and Landlord's agents and representatives may only
enter the Premises upon twenty-four (24) hours prior notice and accompanied
by Tenant's personnel or representative.  The foregoing notice requirements
shall not apply to an emergency which if not responded to immediately poses
an imminent risk of injury to persons or damage to property. During the last
twelve (12) months of the Lease Term, Landlord may erect a sign on the
Premises indicating that the Premises are available.  Landlord and
Landlord's agents and representatives shall, as a condition of entry,
execute Tenant's standard confidentiality and non-disclosure agreement,
which Tenant requires all visitors to its facilities to execute, in the form
of Exhibit "P" attached hereto. Tenant shall notify Landlord in writing
of its intention to vacate the Premises at least sixty (60) days before
Tenant will vacate the Premises; such notice shall specify the date on which
Tenant intends to vacate the Premises (the "Vacation Date").  At least
thirty (30) days before the Vacation Date, Tenant shall arrange to meet with
Landlord for a joint inspection of the Premises.  After such inspection,
Landlord shall prepare a list of items that Tenant must perform before the
Vacation Date.  If Tenant fails to arrange for such inspection, then
Landlord may conduct such inspection and Landlord's reasonable
determination of the work Tenant is required to perform before the Vacation
Date shall be conclusive.  If Tenant fails to perform such work before the
Vacation Date, then Landlord may perform such work at Tenant's cost.  Tenant
shall pay all reasonable costs incurred by Landlord in performing such work
within ten (10) days after Landlord's request therefor.

13.     Assignment and Subletting.

(a)     Tenant shall not assign, sublease, transfer or encumber
this Lease or any interest therein or grant any license, concession,
or other right of occupancy of the Premises or any portion thereof or
otherwise permit the use of the Premises or any portion thereof by
any party other than Tenant (any of which events is hereinafter
called an "assignment") without the prior written consent of
Landlord, which consent shall not be unreasonably withheld so long as
Landlord does not exercise its right to recapture the Premises.  Any
such attempted assignment in violation of the terms and covenants of
this Paragraph shall, exercisable in Landlord's sole and absolute
discretion, be voidable.  Consent by Landlord to one or more
assignments shall not operate as a waiver of Landlord's rights as to
any subsequent assignments.  In addition, Tenant shall not, without
Landlord's consent, which consent shall not be unreasonably withheld,
publicly offer to assign the Lease nor advertise the Lease for
assignment in any media, including but not limited to newspapers,
periodicals, radio, television, circulars or brochures.  In the event
Tenant or any agent, representative or broker acting on behalf of
Tenant or with Tenant's knowledge violates the provisions of the
foregoing sentence, in addition to all of the remedies which Landlord
may have at law, in equity, or pursuant to the terms of this Lease,
Landlord shall be entitled to seek injunctive relief preventing such
action and Tenant shall be responsible for all costs incurred by
Landlord in connection with seeking such injunctive relief.
Notwithstanding the foregoing, Tenant shall be permitted to grant
licenses to Tenant's customers for placement of equipment in the
Premises in the normal course of Tenant's business and the same shall
not constitute an assignment hereunder.  Landlord shall be deemed to
have reasonably withheld its consent to any assignment if the refusal
is based on (i) Landlord's determination (in its reasonable
discretion) that such subtenant or assignee is not of the character
or quality of a tenant to whom Landlord would generally lease space
in the Building, (ii) the fact that such assignment is not in form
and of substance reasonably satisfactory to Landlord, (iii) such
assignment conflicts in any manner with this Lease, including, but
not limited to, the Permitted Use, (iv) the proposed subtenant or
assignee is a governmental entity or a medical office, (v) the
proposed subtenant's or assignee's primary business is prohibited by
any non-compete clause then affecting the Project, (vi) the proposed
subtenant or assignee is a tenant of the Project or Landlord is
negotiating with the proposed subtenant or assignee to become a
tenant of any building owned by Landlord or an affiliate of Landlord
in vicinity of the Project, (vii) the character of the business to be
conducted within the Premises by the proposed subtenant or assignee
is likely to substantially increase the burden on parking beyond the
number of spaces provided to Tenant under this Lease for such space,
(viii) the assignment would cause Landlord to breach any recorded
covenants or contractual obligations to which the Project or Landlord
is subject or (ix) in Landlord's reasonable opinion, such sublessee
or assignee does not have an adequate net worth relative to the
obligations such proposed sublessee or assignee is assuming under
such proposed assignment.


(b)     If Tenant requests Landlord's consent to an assignment,
Tenant shall submit to Landlord, in writing, the name of the proposed
assignee or subtenant and the nature and character of the business of
the proposed assignee or subtenant, the term, use, rental rate and
all other material terms and conditions of the proposed assignment
including, without limitation, evidence satisfactory to Landlord that
the proposed assignee or subtenant is financially responsible.
Landlord shall within ten (10) days after Landlord's receipt of such
written request and information either (i) consent to or refuse to
consent (explaining the basis for such refusal) such assignment in
writing (but no such consent to an assignment shall relieve Tenant of
Tenant's obligations under this Lease of any liability hereunder) or
(ii) in the event of a proposed assignment of Tenant's entire
interest under this Lease to a party other than a Tenant Affiliate
(hereinafter defined) or a proposed sublease of the entire Premises
for the entire remaining term of this Lease, terminate this Lease
effective the first to occur of ninety (90) days following written
notice of such termination or the date that the proposed assignment
or proposed sublease would have come into effect.  If Landlord should
fail to notify Tenant in writing of its decision within such ten (10)
day period after the later of the date Landlord is notified in
writing of the proposed assignment or sublease or the date Landlord
has received all required information concerning the proposed
assignee or subtenant and the proposed assignment, Landlord shall be
deemed to have disapproved such assignment, provided, that if,
following Landlord's failure to respond to Tenant's request for
approval within such ten (10) day period, Tenant may send a second
request for consent (which request shall be sent by registered or
certified mail, return receipt requested, but which need not contain
the additional supporting material provided to Landlord with the
initial request) stating in bold print that Landlord has failed to
timely respond to Tenant's first request for approval of a proposed
assignment and that failure to respond to Tenant within five (5) days
after receipt of such request shall result in a deemed approval of
such request.  Within five (5) days after receipt of Tenant's second
written request for Landlord's consent to a proposed assignment,
Landlord shall notify Tenant in writing of its decision to consent or
withhold its consent to such proposed assignment.  If Landlord fails
to notify Tenant in writing of its decision within such five (5) day
period, Landlord shall be deemed to have approved such assignment.
 In the event Landlord consents to any such assignment, the
assignment shall be on a form approved by Landlord in its reasonable
discretion, and Tenant shall bear all reasonable costs and expenses
incurred by Landlord in connection with the review and approval of
such documentation.

(c)     In addition to the rent hereunder, Tenant hereby
covenants and agrees to pay to Landlord forty percent (40%) of all
rent and other consideration which it receives in connection with an
assignment which is in excess of the rent payable hereunder, after
deduction of all actual out-of-pocket expenses incurred by Tenant in
connection with such assignment, within ten (10) days following
receipt thereof by Tenant.  This covenant and assignment shall
benefit Landlord and its successors in ownership of the Building and
shall bind Tenant and Tenant's heirs, executors, administrators,
personal representatives, successors and assigns.  In addition to any
other rights and remedies which Landlord may have hereunder, at law
or in equity, in the event Tenant has failed to pay any rent due
hereunder on or before five (5) days following the date on which it
is due, Landlord shall have the right to contact any assignee and
require that from that time forward all payments made pursuant to the
assignment shall be made directly to the Landlord.  Any assignee of
Tenant's interest in this Lease (all such assignees being hereinafter
referred to as "Successors"), by occupying the Premises and/or
assuming Tenant's obligations hereunder, shall be deemed to have
assumed liability to Landlord for all amounts paid to persons other
than Landlord by such Successors in consideration of any such
assignment in violation of the provisions hereof.

(d)     Any provision in this Lease to the contrary
notwithstanding, Landlord's consent shall not be required for any of
the following transfers (each of which shall be a "Permitted
Transfer"): (a) to any persons or entity who controls, is controlled
by or is under common control with Tenant, (b) to any entity
resulting from the merger, consolidation or other reorganization with
Tenant, whether or not Tenant is the surviving entity or (c) to any
person or legal entity which acquires all or substantially all of the
assets or stock of Tenant (each of the foregoing is hereinafter
referred to as a "Tenant Affiliate"); provided that before such
assignment shall be effective, (x) said Tenant Affiliate shall
assume, in full, the obligations of Tenant under this Lease, (y)
Landlord shall be given written notice of such assignment and
assumption and (z) the use of the Premises by the Tenant Affiliate
shall be as set forth in Paragraph 4.  For purposes of this
paragraph, a public or private offering of Tenant stock is a
Permitted Transfer and the term "control" means possession, directly
or indirectly, of the power to direct or cause the direction of the
management, affairs and policies of anyone, whether through the
ownership of voting securities, by contract or otherwise.
Notwithstanding anything to the contrary contained herein, Tenant
shall be entitled to keep any and all rent received from a Tenant
Affiliate in excess of that due under this Lease.

(e)     Tenant shall, despite any permitted assignment, remain
directly and primarily liable for the performance of all of the
covenants, duties, and obligations of Tenant hereunder and Landlord
shall be permitted to enforce the provisions of this Lease against
Tenant or any assignee or sublessee without demand upon or proceeding
in any way against any other person.


14.     Mechanic's Liens.  Tenant will not permit any mechanic's liens
or other liens to be placed upon the Premises, the Building, or the Property
and nothing in this Lease shall be deemed or construed in any way as
constituting the consent or request of Landlord, express or implied, by
inference or otherwise, to any person for the performance of any labor or
the finishing of any materials to the Premises, the Building, or the
Property or any part thereof, nor as giving Tenant any right, power, or
authority to contract for or permit the rendering of any services or the
furnishing of any materials that would give rise to any mechanic's or other
liens against the Premises, the Building, or the Property.  In the event any
such lien is attached to the Premises, the Building, or the Property, then,
in addition to any other right or remedy of Landlord, Landlord may, but
shall not be obligated to, discharge the same.  Any amount paid by Landlord
for any of the aforesaid purposes including, but not limited to, reasonable
attorneys fees, shall be paid by Tenant to Landlord promptly on demand as
additional rent.  In the event Landlord does consent to the performance of
any labor or the furnishing of any materials to the Premises, the Building,
or the Property by any party, which consent must be in writing, Tenant shall
be responsible for insuring that all such persons procure and maintain
insurance coverage against such risks, in such amounts and with such
companies as Landlord may require, including, but not limited to, Builder's
Risk and Worker's Compensation insurance.  Tenant shall within ten (10) days
of receiving such notice of lien or claim (a) have such lien or claim
released, (b) contest any claim or lien as long as such contest prevents
foreclosure of the lien and Tenant causes such lien to be bonded or insured
over in a manner satisfactory to Landlord and the holder or any mortgage or
deed of trust covering the Project and Tenant promptly causes to be paid any
amount determined to be due, with all costs, penalties and interest thereon,
or (c) deliver to Landlord a bond in form, content, amount and issued by a
surety reasonably satisfactory to Landlord, indemnifying, protecting,
defending and holding harmless the Indemnities against all costs and
liabilities resulting from such lien or claim and the foreclosure or
attempted foreclosure thereof.

        15.     Property Insurance.

(a)     Landlord shall maintain fire and extended coverage
insurance on the Building in an amount sufficient to cover the full
replacement cost of the Building, excluding the costs of the Tenant's
Work and all other Tenant improvements.  The cost of such insurance
shall be included as a part of Operating Expenses and payments for
losses thereunder shall be made solely to Landlord or the mortgagees
of Landlord as their interests shall appear.

(b)     Tenant shall maintain at its expense, in an amount equal
to full replacement cost, fire and extended coverage insurance on all
of its personal property, including removable trade fixtures and
leasehold and tenant improvements, located in the Premises and in
such additional amounts as are required to meet Tenant's obligations
pursuant to Paragraph 19 hereof and with deductibles in an amount not
to exceed $10,000.00.  Tenant shall furnish evidence satisfactory to
Landlord of the maintenance and timely renewal of such insurance, and
such insurance shall provided that Landlord shall be notified at
least thirty (30) days prior to the modification, cancellation or
expiration of such insurance policies.  In the event Tenant shall not
have delivered to Landlord a policy or certificate evidencing such
insurance at least thirty (30) days prior to the expiration date of
each expiring policy, Landlord may, after giving Tenant five (5) days
prior written notice, obtain such insurance as Landlord may
reasonably require to protect Landlord's interest (which obtaining of
insurance shall not be deemed to be a waiver of Tenant's default
hereunder).  The cost to Landlord of obtaining such policies, plus an
administrative fee in the amount of ten percent (10%) of the cost of
such policies shall be paid by Tenant to Landlord as additional rent
upon demand.

16.     Liability Insurance.

Tenant and Landlord shall each maintain during the term of this
Lease a policy or policies of commercial general liability insurance
(including endorsement or separate policy for owned or non-owned
automobile liability) with respect to the respective activities of
each in the Building and on the Property, with the premiums thereon
fully paid on or before the due date, issued by and binding upon an
insurance company or companies approved by Landlord.  Such insurance
shall afford minimum protection of not less than $1,000,000.00 per
occurrence per person coverage for bodily injury, property damage,
personal injury, or combination thereof.  The term "personal injury"
herein used means false arrest, detention or imprisonment, malicious
prosecution, wrongful entry, libel and slander.  If only a combined
single limit coverage is available, it shall be for at least
$1,000,000.00 per occurrence with an umbrella policy of at least
$3,000,000.00 combined single limit per occurrence.  Tenant's
insurance policy shall name Landlord as an additional insured and
shall include coverage for the contractual liability of Tenant to
indemnify Landlord pursuant to Paragraph 18 of this Lease and shall
have deductibles in an amount not greater than $10,000.00.  Tenant
shall furnish certificates of such insurance and such other evidence
satisfactory to Landlord of the maintenance of all insurance
coverages required hereunder, and Tenant shall obtain a written
obligation on the part of each insurance company to notify Landlord
at least 30 days before cancellation of a material change of any such
insurance.  All such insurance policies shall be in form and issued
by companies reasonably satisfactory to Landlord.  The insurance
carried by Tenant pursuant to this Paragraph shall be at Tenant's
sole cost and expense; and the insurance carried by Landlord pursuant
to this Paragraph shall be included in Operating Expenses; provided
that in the event such insurance covers more than one property, only
that portion of the costs reasonably allocable to the Project shall
be included in Operating Expenses.

17.     Forms of Policies; Increase in Premiums, Waiver of Claims.


(a)     The insurance requirements set forth in Paragraphs 15 and
16 are independent of the waiver, indemnification, and other
obligations under this Lease and will not be construed or interpreted
in any way to restrict, limit or modify the waiver, indemnification
and other obligations or to in any way limit any party's liability
under this Lease.  In addition to the requirements set forth in
Paragraphs 15 and 16, the insurance required of Tenant and Landlord
under this Lease must be issued by an insurance company with a rating
of no less than A-VIII in the current Best's Insurance Guide, or A-
in the current Standard & Poor Insurance Solvency Review, or that is
otherwise acceptable to Landlord, and admitted to engage in the
business of insurance in the State; be primary insurance for all
claims under it and provide that any insurance carried by Landlord
and Landlord's lenders is strictly excess, secondary and
noncontributing with any insurance carried by Tenant; and provide
that insurance may not be canceled, nonrenewed or the subject of
material change in coverage or available limits of coverage, except
upon thirty (30) days' prior written notice to Landlord and
Landlord's lenders.  Tenant will deliver either a duplicate original
or a legally enforceable certificate of insurance on all policies
procured by Tenant in compliance with Tenant's obligations under this
Lease to Landlord on or before the date Tenant first occupies any
portion of the Premises, at least thirty (30) days before the
expiration date of any policy and upon the renewal of any policy.
Landlord must give its prior written approval to all deductibles and
self-insured retentions under Tenant's policies.  Tenant may comply
with its insurance coverage requirements through a blanket policy,
provided Tenant, at Tenant's sole expense, procures a "per location"
endorsement, or equivalent reasonably acceptable to Landlord, so that
the general aggregate and other limits apply separately and
specifically to the Premises.

(b)     If Tenant's business operations, conduct or use of the
Premises or any other part of the Project causes an increase in the
premium for any insurance policy carried by Landlord, Tenant will,
within ten (10) days after receipt of notice from Landlord, reimburse
Landlord for the entire increase.

(c)     Notwithstanding anything herein to the contrary, each of
Landlord and Tenant hereby waives all claims and causes of action
(including claims of subrogation on behalf of its insurer) against
the other and the other's agents, officers and employees to the
extent that the loss or damage to any property, or bodily injury or
personal injury, to which such claim or cause of action relates is
covered by insurance carried or coverable under insurance required to
be carried by such waiving party.  THE PARTIES EXPRESSLY ACKNOWLEDGE
AND AGREE THAT SUCH WAIVER EXTENDS TO CLAIMS OF NEGLIGENCE BY SUCH
OTHER PARTY, ITS AGENTS, OFFICERS AND EMPLOYEES (AND WITH RESPECT TO
LANDLORD, THE PROJECT MANAGER).

18.     Indemnity.  Neither Landlord nor any of its officers,
directors, employees, or agents shall be liable to Tenant, or to Tenant's
agents, servants, employees, customers, licensees, or invitees for any
injury to person or damage to property caused by any act, omission, or
neglect of Tenant, its agents, servants, employees, customers, invitees,
licensees or any other person entering the Building or upon the Project
under the invitation of Tenant (each, a "Tenant Party") or arising out of
the use of the Project, Building or Premises by Tenant and the conduct of
its business or out of a default by Tenant in the performance of its
obligations hereunder.  Tenant hereby indemnifies and holds Landlord and its
officers, directors, employees and agents ("Landlord Indemnitees"), harmless
from all liability and claims for any property damage, or bodily injury or
death of, or personal injury to, a person in or on the Premises, or at any
other place, including the Project or the Building, caused, in whole or in
part, by Tenant or any Tenant Party and this indemnity shall be enforceable
to the full extent whether or not such liability and claims are the result
of the sole, joint or concurrent acts, negligent or intentional, or
otherwise, of Tenant, or any Tenant Party.  SUCH INDEMNITY FOR THE BENEFIT
OF LANDLORD INDEMNITEES SHALL BE ENFORCEABLE EVEN IF LANDLORD INDEMNITEES,
OR ANY ONE OR MORE OF THEM HAVE OR HAS CAUSED OR PARTICIPATED IN CAUSING
SUCH LIABILITY AND CLAIMS BY THEIR JOINT OR CONCURRENT ACTS, NEGLIGENT OR
INTENTIONAL, OR OTHERWISE.  Notwithstanding the terms of this Lease to the
contrary, the terms of this paragraph shall survive the expiration or
earlier termination of this Lease.

19.     Casualty Damage.

(a)     If the Premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give prompt written notice
thereof to Landlord.  If the Building is not so damaged that
substantial alteration or reconstruction of the Building, in
Landlord's reasonable and good faith opinion, is required, subject to
the remaining provisions of this Paragraph 19, this Lease shall
remain in full force and effect and the damage to the Building shall
be repaired by Landlord.  In case the Building shall be so damaged
that substantial alteration or reconstruction of the Building shall,
in Landlord's reasonable and good faith opinion, be required (whether
or not the Premises shall have been damaged by such casualty) or in
the event any mortgagee of Landlord's should require that the
insurance proceeds payable as a result of a casualty be applied to
the payment of the mortgage debt, Landlord may, at its option,
terminate this Lease by notifying Tenant in writing of such
termination within sixty (60) days after the date of such casualty.
If Landlord does not thus elect to terminate this Lease, and the
Lease is not terminated pursuant to subparagraph (c) below, Landlord
shall promptly commence and proceed with reasonable diligence to
restore the Base Building Work (but not any leasehold improvements,
alterations, additions or improvements made by or for Tenant), at
Landlord's sole cost and expense, to substantially the same condition
its was in immediately prior to such damage or destruction with any
necessary changes required by then applicable zoning and building
laws.  Landlord shall not be responsible for delays not within the
control of Landlord.  Notwithstanding the foregoing, Landlord's
obligation to restore the Base Building Work (excluding any leasehold
improvements, alterations, additions or improvements made by or for
Tenant) shall not require Landlord to expend for such repair and
restoration work more than the insurance proceeds actually received
by the Landlord as a result of the casualty.  When the repairs
described in the preceding two sentences have been completed by
Landlord, Tenant shall complete the restoration of all improvements,
including trade fixtures and equipment, which are necessary to permit
Tenant's re-occupancy of the Premises.  Except as set forth above,
all cost and expense of reconstructing the Premises shall be borne by
Tenant, and Tenant shall present Landlord with evidence reasonably
satisfactory to Landlord of Tenant's ability to pay such costs prior
to Landlord's commencement of repair and restoration of the Premises.


(b)     Landlord shall not be liable for any inconvenience or
annoyance to Tenant or injury to the business of Tenant resulting in
any way from such damage or the repair thereof, except that, subject
to the provisions of the next sentence, Landlord shall allow Tenant
a fair diminution of rent during the time and to the extent the
Premises are unfit for occupancy.  If the Premises or any other
portion of the Building is damaged by fire or other casualty
resulting from the fault or negligence of Tenant or any Tenant Party,
the rent hereunder shall not be diminished during the repair of such
damage and Tenant shall be liable to Landlord for the cost of the
repair and restoration of the Building caused thereby to the extent
such cost and expense is not covered by insurance proceeds.


(c)     Notwithstanding anything in the Paragraph 19 to the
contrary, if all or any portion of the Premises shall be made
untenantable by a fire or other casualty, Landlord shall with
reasonable promptness, cause an architect or general contractor
selected by Landlord to estimate the amount of time required to
substantially complete repair and restoration of the Base Building
Work, using standard working methods (the "Completion Estimate").  If
the Completion Estimate indicates that the Base Building Work cannot
be restored within six (6) months from the date the repair and
restoration is started, either party shall have the right to
terminate this Lease by giving written notice to the other of such
election within ten (10) days after its receipt of the Completion
Estimate.  Tenant, however, shall not have the right to terminate
this Lease in the event that the fire or casualty in question was
caused by the negligence or intentional misconduct of Tenant or any
Tenant Party or if an event of default (as defined in Paragraph 24)
is then continuing.  If the Completion Estimate indicates that the
Base Building Work  can be restored with six (6) months from the date
the repair and restoration is started and Landlord has not otherwise
exercised its right to terminate the Lease pursuant to the terms
hereof, or if the Completion Estimate indicates that the Premises
cannot be made tenantable with six (6) months but neither party
terminates this Lease pursuant to this Paragraph 19, Landlord shall
proceed with reasonable promptness to repair and restore the
Premises.  Notwithstanding anything to the contrary in this Paragraph
19, Tenant may prevent Landlord from terminating this Lease as set
forth herein (or render any termination notice by Landlord of no
effect) by agreeing in writing with Landlord, in form reasonably
satisfactory to Landlord, within fifteen (15) days after Tenant's
receipt of Landlord's termination notice, to pay to Landlord, on
demand, the amount by which the cost of repairs and/or restoration
exceed net insurance proceeds available to Landlord, and to provide
such amount prior to the commencement of repair or reconstruction by
the Landlord; such agreement shall provide, if Landlord so requires,
security reasonably satisfactory to Landlord for the performance by
Tenant of its obligations to pay and provide such amounts.  For
purposes of this Paragraph 19, any insurance proceeds required by any
mortgagee of Landlord to be applied to the payment of the mortgage
debt shall be deemed "not available to Landlord".  Notwithstanding
the foregoing, in the event Tenant desires to prevent termination of
this Lease as set forth above in this Paragraph 19(c), Landlord shall
request the holder of the mortgage on the Property permit Landlord to
receive all insurance proceeds for the purpose of rebuilding the
Building.

(d)     If pursuant to subparagraph (c) Tenant was entitled to
but elected not to exercise its right to terminate the Lease and
Landlord does not substantially complete the repair and restoration
of the Base Building Work within two (2) months after the expiration
of the estimated period of time set forth in the Completion Estimate,
which period shall be extended to the extent of any Reconstruction
Delays, then (provided no event of default is then continuing) Tenant
may terminate this Lease by written notice to Landlord within fifteen
(15) days after the expiration of such period, as the same may be
extended (but in all events prior to substantial completion of such
repair and restoration).  For purposes of this Lease, the term
"Reconstruction Delays" shall mean:  (i) any delays caused by the
insurance adjustment process; (ii) any delays caused by Tenant; and
(iii) any delays caused by events of Force Majeure.

(e)     If the Premises shall, within the last year of the Lease
Term or the Renewal Term, be damaged or destroyed by any cause to
such extent that the same, in the reasonable and good faith judgment
of Landlord, the Base Building Work and Tenant's improvements cannot
be reasonably expected to be restored to substantially the same
condition as prior to such damage or destruction within ninety (90)
days (or such shorter period to the date of expiration of the Lease
Term or Renewal Term), from the time that such repair or restoration
work would be commenced, then Landlord or Tenant shall have the right
to terminate this Lease by notice to the other given within thirty
(30) days after the occurrence of such damage or destruction
provided, however, that Tenant may prevent Landlord from terminating
this Lease during the last year of the Lease Term (or render any such
termination notice by Landlord of no effect) if within thirty (30)
days following such damage or destruction, Tenant elects to extend
the Term hereof pursuant to the provisions of Exhibit "G" attached
hereto, if it has the right to do so.

(f)     In the event this Lease is terminated by Landlord
pursuant to the provisions of this Paragraph 19, and thereafter
Landlord restores the Base Building Work substantially to its former
condition, size and configuration within the period which is three-
fourths (3/4) or less than the estimated time to complete the
restoration set forth in the Completion Estimate (but in all events
at least three (3) months earlier than the date set forth in the
Completion Estimate), and provided that either (i) the amount of the
insurance proceeds received by Landlord on account of the damage or
destruction was at least equal to the cost of such restoration and
such proceeds are available to Landlord or (ii) Tenant has paid to
Landlord or pays to Landlord, on demand, the amount by which such
cost of such restoration exceeds such net proceeds available to
Landlord, Landlord shall, at the time after such termination, up to
the date thirty (30) days after completion of such restoration, offer
(it being understood that such offer can be made at any time during
such period whether or not such restoration has been completed) the
Premises to Tenant for lease upon the same terms and conditions
(except as provided below in this sentence) in effect under this
Lease immediately prior to the date of termination of this Lease, for
a term equal to the balance of the Lease Term (including any
available Renewal Option) which would have been remaining if this
Lease had not been terminated and at the Base Rental that would have
been applicable had this Lease not been terminated.  If Tenant does
not accept said offer, in writing, within twenty (20) days after it
is made or fails to execute and deliver to Landlord the new Lease
prepared by Landlord, such Lease to be prepared in accordance with
the foregoing provisions, within twenty (20) days after delivery of
such Lease by Landlord, then Landlord shall have no further
obligations under this Section 19(f).  If a new Lease is entered into
pursuant to this Section 19(f), then the Rent Commencement Date of
the Lease Term of such new Lease shall be the date upon which the
Premises are substantially completed with leasehold improvements
similar to those constructed by Tenant pursuant to Exhibit "D" of
this Lease, but in no event more than seventy-five (75) days after
delivery of the Premises to Tenant.

(g)     Notwithstanding any inference to the contrary in this
Paragraph 19, if one Building comprising the Premises is damaged by
fire or other casualty which would permit either Landlord or Tenant
to terminate this Lease pursuant to the foregoing provisions (the
"Damaged Building"), but the other Building comprising the Premises
is not so damaged, either party, as applicable, shall be entitled to
elect to terminate this Lease only as to the Damaged Building.  In
the event that this Lease is terminated only as to one Building
comprising the Premises, Tenant shall not be entitled to occupy any
portion of the Parking Area or the Property associated with such
Building, which Parking Area and Property associated with each
Building is approximately shown on Exhibit "R" attached hereto and
the Storage Corridor shall not extend more than ninety (90) feet from
the exterior of the Building that Tenant continues to lease
hereunder, and Tenant shall promptly remove all improvements
installed by Tenant on such Parking Area or Property associated with
the Damaged Building, including without limitation, the fence located
on such property. Subject to Landlord's approval of the location of
such fence, which approval shall not be unreasonably withheld, Tenant
shall promptly relocate such fence to encompass only the Property
associated with the non-damaged Building.  Immediately after such
termination, Landlord and Tenant shall enter into an amendment of
this Lease reducing the square footage of the Premises,
proportionately reducing Base Rental and Tenant's Pro Rata Share and
incorporating such other amendments as are necessary to reflect the
reduction  of the Premises.  In the event the Storage Corridor or
Tenant's equipment located therein is damaged or following the
termination of this Lease with respect to only one Building, Tenant
shall have the right to install the equipment described in Paragraph
9 of Exhibit "D" attached hereto in other locations on the Property
which is not associated with the Damaged Building, subject to and in
accordance with the terms and conditions set forth in Paragraph 9 of
Exhibit "D".

 .       20.     Damages from Certain Causes.    Unless caused by the gross
negligence or willful misconduct of Landlord or any Landlord Party, Landlord
shall not be liable to Tenant for any injury to person or damage to property
sustained by Tenant or any person claiming through Tenant resulting from any
accident or occurrence in the Premises or any other portion of the Project
caused by the Premises or any other portion of the Building becoming out of
repair or by defect in or failure of equipment, pipes, or wiring, or by
broken glass, or by the backing up of drains, or by gas, water, steam,
electricity, or oil leaking, escaping or flowing into the Premises, EVEN IF
THE SAME IS CAUSED BY LANDLORD'S NEGLIGENCE OR THE NEGLIGENCE OF ANY
LANDLORD PARTY,  nor shall Landlord be liable to Tenant for any loss or
damage that may be occasioned by or through the acts or omissions of other
tenants of the Building or of any other persons whomsoever, including, but
not limited to riot, strike, insurrection, war, court order, requisition,
order of any governmental body or authority, acts of God, fire or theft.

21.     Condemnation.

(a)     If more than 50% of the Premises is taken for any public
or quasi-public use by right of eminent domain or private purchase in
lieu thereof (a "Taking"), and the Taking prevents or materially
interferes with Tenant's intended use of the Premises, either party
may terminate this Lease by delivering to the other written notice
thereof within thirty (30) days after the Taking, in which case rent
shall be abated during the unexpired portion of the Term, effective
on the date of such Taking.  If (a) less than 50% of the Premises are
subject to a Taking or (b) more than 50% of the Premises are subject
to a Taking, but the Taking does not prevent or materially interfere
with Tenant's intended use of the remainder of the Premises, then
neither party may terminate this Lease, but the rent payable during
the unexpired portion of the Term shall be reduced to such extent as
may be fair and reasonable under the circumstances.  Except as
provided herein, all compensation awarded for any Taking shall be the
property of Landlord and Tenant assigns any interest it may have in
any such award to Landlord.


(b)     Notwithstanding the foregoing, Tenant does not assign to
Landlord and Tenant hereby retains, and Landlord grants to Tenant,
all right, title and interest in and to any and all amounts awarded
or paid by reason of appropriation, condemnation or taking of
Tenant's personal property and Trade Fixtures (but not other
fixtures), which Tenant is entitled by the provisions of this Lease
to remove from the Premises upon the termination of this Lease.
Provided that Landlord reasonably agrees with Tenant's valuation of
Tenant's leasehold improvements, Landlord shall submit Tenant's
valuation of Tenant's improvements in connection with any
condemnation proceeding and keep Tenant informed with respect to any
proceedings relative to any such awards (but Tenant shall not appear
in any proceeding affecting Landlord's award), and notwithstanding
the provisions of this Paragraph 21, Tenant may receive from such
compensation awarded for any Taking, such portion thereof as
represents the value of those leasehold improvements taken which were
initially made by Tenant as part of its initial tenant improvements
of the Premises (but as to those leasehold improvements which were
paid for by Landlord, only that part of the value thereof represented
in the award, which is proportionate to the proportion of the cost
thereof contributed by Tenant) appearing on the books of Tenant named
herein maintained in accordance with generally accepted accounting
principles and applying accelerated depreciation and cost recovery to
the maximum extent available; and if at the time of such taking the
Tenant named herein is not the holder of Tenant's interest, it shall
be deemed that the then tenant originally carried said leasehold
improvements at the same book value (less all depreciation and cost
recovery) as it appeared on the books of the Tenant named herein at
the time of acquisition of Tenant's interest and continue to amortize
same as the Tenant named herein would have done if it were still the
holder of Tenant's interest (and had continued the same depreciation
and cost recovery methods) of the expenditures by Tenant for such
initial leasehold improvements so taken.  In the event Landlord does
not reasonably agree with Tenant's valuation of Tenant's leasehold
improvements, Landlord and Tenant shall negotiate in good faith to
reach an mutually acceptable valuation of such improvements for
purposes of any condemnation award.  Notwithstanding any other
provision of this Paragraph 21, no award to Tenant shall be allowed
(and Tenant shall not share in any award) to the extent that the same
would reduce any award that Landlord would have received if such
leasehold improvements had not been made by Tenant.

(c) If any taking results in the loss of the Building's parking
spaces by more than twenty-five percent (25%) of the number of
parking spaces existing on the Phase V Rent Commencement Date, Tenant
shall have the right to terminate this Lease by providing written
notice to Landlord of Tenant's election to terminate within fifteen
(15) business days after the taking.  Tenant's failure to terminate
this Lease in the manner and within the time period specified in the
immediately preceding sentence shall be deemed to be an irrevocable
waiver of that termination right.  Notwithstanding the foregoing,
Tenant shall not be entitled to terminate this Lease if, within
fifteen (15) business days after the taking, the Landlord provides
parking spaces at the ratio of three (3) parking spaces per 1,000
square feet of the Premises within a reasonable distance from the
Building.  If less than the entire Premises is taken, then Landlord
shall do such work as may be required to put what may remain of the
Building into the same condition as immediately prior to such taking
(excluding any work in connection with any improvements installed by
or on behalf of Tenant), insofar as possible, and rent shall be
abated until Landlord substantially completes such restoration work,
and thereafter Base Rent shall be reduced in the proportion that the
floor area of the portion of the Premises so taken bears the total
floor area of the Premises prior to such taking.

22.     Hazardous Substances.  Tenant hereby represents and warrants to
Landlord the following:

(a)     No toxic or hazardous substances or wastes, pollutants or
contaminants (including, without limitation, asbestos, urea
formaldehyde, the group of organic compounds known as polychlorinated
biphenyls, petroleum products including gasoline, fuel oil, crude oil
and various constituents of such products, radon, and any hazardous
substance as defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. 9601-9657, as
amended ("CERCLA") (collectively, "Environmental Pollutants") other
than customary office supplies, cleaning supplies and fuel supplies
for Tenant's emergency generators stored and handled within the
Premises or on the Property in accordance with all applicable laws,
will be generated, treated, stored, released or disposed of, or
otherwise placed, deposited in or located on the Project, and no
activity shall be taken on the Project, by Tenant or any Tenant Party
that would cause or contribute to (i) the Project or any part thereof
to become a generation, treatment, storage or disposal facility
within the meaning of or otherwise bring the Premised within the
ambit of the Resource Conservation and Recovery Act of 1976 ("RCRA"),
42 U.S.C. 5901 et. seq., or any similar state law or local ordinance,
(ii) a release or threatened release of toxic or hazardous wastes or
substances, pollutants or contaminants, from the Project or any part
thereof within the meaning of, or otherwise result in liability in
connection with the Premises within the ambit of CERCLA, or any
similar state law or local ordinance, or (iii) the discharge of
pollutants or effluents into any water source or system, the dredging
or filling of any waters, or the discharge into the air of any
emissions, that would require a permit under the Federal Water
Pollution Control Act, 33 U.S.C. 1251 et. seq., or the Clean Air Act,
42 U.S.C. 7401 et. seq. or any similar state law or local ordinance.

(b)     Tenant agrees to indemnify and hold Landlord Indemnitees
(as defined in Paragraph 17 herein) harmless from and against and to
reimburse Landlord Indemnitees with respect to, any and all claims,
demands, causes of action, loss, damage, liabilities, costs and
expenses (including reasonable attorneys' fees and court costs) of
any and every kind or character, known or unknown, fixed or
contingent, asserted against or incurred by Landlord at any time and
from time to time by reason of or arising out of the breach of any
representation or warranty contained in Paragraph 22. (a) above.

(c)     Tenant shall immediately notify Landlord in writing of
any release or threatened release of toxic or hazardous wastes or
substances, pollutants or contaminants of which Tenant has knowledge
whether or not the release is in quantities that would require under
law the reporting of such release to a governmental or regulatory
agency.

(d)     Tenant shall also immediately notify Landlord in writing
of, and shall contemporaneously provide Landlord with a copy of:

Any written notice of release of hazardous wastes
or substances, pollutants or contaminants on the
Project that is provided by Tenant or any subtenant
or other occupant of the Premises to a governmental
or regulatory agency;

Any notice of a violation, or a potential or
alleged violation, of any Environmental Law that is
received by Tenant or any subtenant or other
occupant of the Premises from any governmental or
regulatory agency;

Any inquiry, investigation, enforcement, cleanup,
removal, or other action that is instituted or
threatened by a governmental or regulatory agency
against Tenant or any subtenant or other occupant
of the Premises and that relates to the release or
discharge of hazardous wastes or substances,
pollutants or contaminants on or from the Project;

Any claim that is instituted or threatened by any
third party against Tenant or any subtenant or
other occupant of the premises and that relates to
any release or discharge of hazardous wastes or
substances, pollutants or contaminants on or from
the Premises; and


Any notice of the loss of any environmental
operating permit by Tenant or any subtenant or
other occupant of the Premises.

Failure to comply with this paragraph shall constitute a material
default under the Lease.  Notwithstanding the terms of this Lease to the
contrary, the terms of this paragraph shall survive the expiration or
earlier termination of this Lease.

(e)     Landlord has provided Tenant with a copy of that certain
Environmental Site Assessment Cameron Road at Rutherford Lane,
Austin, Texas HBC Report No. 61-1928.96 dated June 13, 1996, prepared
by HBC Engineering, Inc., as updated by that certain Environmental
Site Assessment dated May 5, 1998 prepared by HBC Engineering, Inc.
(collectively, the "Environmental Report"), which is the only report
in Landlord's possession relating to the Property.  Landlord makes no
representations or warranties whatsoever (express or implied) to
Tenant regarding (x) the Environmental Report (including, without
limitation, the contents, accuracy and/or scope thereof) or (y) the
presence or absence of hazardous or toxic materials or wastes in, at,
or under the Premises or the Project.  Notwithstanding any other
provision of this Lease, Landlord represents that, to its current
actual knowledge, there are no hazardous wastes or substances,
including but not limited to, any solvents, metals, petroleum, PCBs
or asbestos in, on, under or about the Project or the Premises.  For
purposes of this Paragraph 22(f), the current actual knowledge of
Landlord shall be limited to the matters disclosed in the
Environmental Report. Landlord shall indemnify, protect, hold
harmless and defend Tenant from and against any liabilities, claims,
demands, costs, expenses (including without limitation attorneys fees
and disbursements) and damages arising in connection with hazardous
wastes or substances disclosed in the Environmental Report to be
existing in, or about the Premises and the Project.

23.     Americans with Disabilities Act.  Tenant agrees to comply with
all requirements of the Americans with Disabilities Act applicable to the
Premises and such other current acts or other subsequent acts, (whether
federal or state) addressing like issues as are enacted or amended.  Tenant
agrees to indemnify and hold Landlord harmless from any and all expenses,
liabilities, costs or damages suffered by Landlord as a result of additional
obligations which may be imposed on the Building or the Project under of
such acts by virtue of Tenant's operations and/or occupancy, EVEN IF THE
SAME RESULT FROM THE ALLEGED NEGLIGENCE OF LANDLORD, provided that in the
event Landlord is found to be negligent, such indemnity shall not apply to
any expenses, cost of damages resulting from the actual negligence of
Landlord.  Tenant acknowledges that it will be wholly responsible for any
provision of the Lease which could arguably be construed as authorizing a
violation of either Act.  Any such provision shall be interpreted in a
manner which permits compliance with such Act and is hereby amended to
permit such compliance.

24.     Events of Default/Remedies.

(a)     The following events shall be deemed to  be  events  of
 default  under  this  Lease:

                  (i)     With respect to the first two (2) failures within
          any twelve (12) month period during the first two (2) years of
          the Lease Term of Tenant to pay to Landlord when due any Base
          Rental, Operating Expense Rental or any other rent payable by
          Tenant to Landlord under this Lease, the continuance of such
          failure for five (5) business days after receipt of notice from
          Landlord that such amount was not paid when due.  With respect
          to the first two (2) failures within the remaining Lease Term
          (after the first two (2) years of the Lease Term) of Tenant to
          pay to Landlord when due any Base Rental, Operating Expense
          Rental or other rent payable by Tenant to Landlord under this
          Lease, the continuance of such failure for five (5) business
          days after receipt of notice from Landlord that such amount was
          not paid when due.  With respect to any other payment of Base
          Rental, Operating Expense Rental or other rent payable by
          Tenant to Landlord under this Lease, the failure of Tenant to
          pay Landlord such amount when due (collectively, hereinafter
          sometimes referred to as a "Monetary Default").

                  (ii)    Any failure by Tenant (other than a Monetary
          Default) to comply with any term, provision or covenant of this
          Lease, which failure is not cured within ten (10) days after
          delivery to Tenant of notice of the occurrence of such failure;
          provided that if such failure cannot reasonably be cured within
          ten (10) days, Tenant shall not be in default hereunder so long
          as Tenant commences curative action within such ten (10) day
          period and thereafter diligently and continuously pursues the
          curative action and fully and completely cures the failure
          within forty-five (45) days after such written notice to
          Tenant.

                  (iii)   Tenant shall become insolvent, or shall make a
          transfer in fraud of creditors, or shall commit an act of
          bankruptcy or shall make an assignment for the benefit of
          creditors, or Tenant shall admit in writing its inability to
          pay its debts as they become due.

                  (iv)    Tenant shall file a petition under any section or
          chapter of the United States Bankruptcy Code, as amended,
          pertaining to bankruptcy, or under any similar law or statute
          of the United States or any State thereof, or Tenant or shall
          be adjudged bankrupt or insolvent in proceedings filed against
          Tenant thereunder; or a petition or answer proposing the
          adjudication of Tenant as a bankrupt or its reorganization
          under any present or future federal or state bankruptcy or
          similar law shall be filed in any court and such petition or
          answer shall not be discharged or denied within sixty (60) days
          after the filing thereof.


                  (v)     A receiver or trustee shall be appointed for all or
          substantially all of the assets of Tenant or of the Premises or
          of any of Tenant's property located thereon in any proceeding
          brought by Tenant, or any such receiver or trustee shall be
          appointed in any proceeding brought against Tenant and shall
          not be discharged within sixty (60) days after such appointment
          or Tenant shall consent to or acquiesce in such appointment.

                  (vi)    The leasehold estate hereunder shall be taken on
          execution or other process of law in any action against Tenant.

                  (vii)   Tenant shall abandon or vacate any substantial
          portion of the Premises for a period in excess of two (2) years
          without the prior written permission of Landlord.  If Tenant or
          any other person acting on Tenant's behalf has removed, is
          removing or has made preparations to remove (other than in the
          normal course of business) goods, equipment, fixtures or other
          property from the Premises in amounts substantial enough to
          indicate a probable intent to abandon or vacate the Premises
          without the prior written permission of Landlord, Tenant's
          abandonment of the Premises shall be deemed conclusively
          established for all purposes.

                  (viii)  Tenant shall fail to take possession of and occupy
          any portion of the  Premises within thirty (30) days following
          substantial completion of the Tenant's improvements in such
          portion of the Premises.

                  (ix)    The liquidation, termination, dissolution, or
          forfeiture of right to do business  of Tenant.

(b)     Upon the occurrence of any event or events of default
under this Lease, whether enumerated in this Paragraph or not,
Landlord shall have the option to pursue any one or more of the
following remedies without any notice (except as expressly prescribed
herein) or demand for possession whatsoever (and without limiting the
generality of the foregoing, Tenant hereby specifically waives notice
and demand for payment of rent or other obligations due and waives
any and all other notices or demand requirements imposed by
applicable law):

                  (i)     Terminate this Lease, in which event Tenant shall
          immediately surrender the Premises to Landlord.  If Tenant
          fails to surrender the Premises upon termination of the Lease
          hereunder, Landlord may without prejudice to any other remedy
          which it may have for possession or arrearages in rent, enter
          upon and take possession of the Premises and expel or remove
          Tenant and any other person who may be occupying said Premises,
          or any part thereof, by force, if necessary, without being
          liable for prosecution or any claim of damages therefor, and
          Tenant hereby agrees to pay to Landlord on demand the amount of
          all loss and damage which Landlord may suffer by reason of such
          termination, whether through inability to relet the Premises on
          satisfactory terms or otherwise, specifically including but not
          limited to all Costs of Reletting (hereinafter defined) and any
          deficiency that may arise by reason of any reletting.  If such
          termination is caused by the failure to pay rent and/or the
          abandonment of any substantial portion of the Premises,
          Landlord may elect, by sending written notice thereof to
          Tenant, to receive liquidated damages in an amount equal to the
          sum of the Base Rental, Operating Expense Rental and other rent
          payable hereunder for the month during which the Lease is
          terminated times the lesser of (A) twelve (12) or (B) the
          number of months remaining in the Lease Term as of the date of
          such failure to pay rent and/or abandonment of any substantial
          portion of the Premises.  Such liquidated damages shall be in
          lieu of the payment of loss and damage Landlord may suffer by
          reason of such termination as provided in the preceding
          sentence but shall not be in lieu of or reduce in any way any
          amount (including accrued rent) or damages due to breach of
          covenant (whether or not liquidated) payable by Tenant to
          Landlord which is accrued and outstanding at the time of the
          termination of the Lease.


                  (ii)    Enter upon and take possession of the Premises and
          expel or remove Tenant or any other person who may be occupying
          said Premises, or any part thereof, by force, if necessary,
          without having any civil or criminal liability therefor and
          without terminating this Lease.  Landlord may (but shall be
          under no obligation to) relet the Premises or any part thereof
          for the account of Tenant, in the name of Tenant or Landlord or
          otherwise, without notice to Tenant for such term or terms
          which may be greater or less than the period which would
          otherwise have constituted the balance of the Lease Term and on
          such conditions (which may include concessions or free rent)
          and for such uses as Landlord in its reasonable discretion may
          determine, and Landlord may collect and receive any rents
          payable by reason of such reletting.  Tenant agrees to pay
          Landlord on demand all Costs of Reletting and any deficiency
          that may arise by reason of such reletting.  Landlord shall not
          be responsible or liable for any failure to relet the Premises
          or any part thereof or for any failure to collect any rent due
          upon any such reletting.  No such re-entry or taking of
          possession of the Premises by Landlord shall be construed as an
          election on Landlord's part to terminate this Lease unless a
          written notice of such termination is given to Tenant.  If
          Landlord elects to terminate Tenant's right to possession of
          the Premises without terminating this Lease, Tenant shall
          continue to be liable for all rent and Landlord shall use
          reasonable efforts to relet the Premises or any part thereof to
          a substitute tenant or tenants for a period of time equal to or
          lesser or greater than the remainder of the Term on whatever
          terms and conditions Landlord, in Landlord's good faith and
          reasonable discretion, deems advisable.  For purposes hereof,
          Landlord shall be deemed to have used "reasonable efforts" to
          relet if Landlord places its customary "For Lease" sign upon
          the Premises and places the Premises for lease with a reputable
          broker.  In no event shall Landlord be obligated to lease the
          Premises in priority to other space within the Project.

                  (iii)   Enter upon the Premises by force if necessary
          without having any civil or criminal liability therefor, and do
          whatever Tenant is obligated to do under the terms of this
          Lease and Tenant agrees to reimburse Landlord on demand for any
          reasonable expense which Landlord may incur in thus affecting
          compliance with Tenant's obligations under this Lease together
          with interest at the Default Rate and Tenant further agrees
          that Landlord shall not be liable for any damages resulting to
          Tenant from such action, whether caused by the negligence of
          Landlord or otherwise.

                  (iv)    Terminate this Lease by giving Tenant written
          notice thereof, in which event, Tenant shall pay to Landlord
          the sum of (i) all rent accrued hereunder through the date of
          termination, (ii) all Costs of Reletting, and (iii) an amount
          equal to (A) the total rent that Tenant would have been
          required to pay for the remainder of the Lease Term discounted
          to present value minus (B) the then present fair rental value
          of the Premises for such period, similarly discounted.

          In order to regain possession of the Premises and to deny Tenant
          access thereto, Landlord or its agent may, at the expense and
          liability of the Tenant, alter or change any or all locks or other
          security devices controlling access to the Premises without posting
          or giving notice of any kind to Tenant and Landlord shall have no
          obligation to provide Tenant a key to new locks installed in the
          Premises or grant Tenant access to the Premises.  Tenant shall not be
          entitled to recover possession of the Premises, terminate this Lease,
          or recover any actual, incidental, consequential, punitive, statutory
          or other damages or award of attorneys' fees, by reason of Landlord's
          alteration or change of any lock or other security device and the
          resulting exclusion from the Premises of the Tenant or Tenant's
          agents, servants, employees, customers, licensees, invitees or any
          other persons from the Premises.  Landlord may, without notice,
          remove and either dispose of or store, at Tenant's expense, any
          property belonging to Tenant that remains in the Premises after
          Landlord has regained possession thereof.

(c)     For purposes of this Lease, the term "Costs of Reletting"
shall mean all reasonable costs and expenses incurred by Landlord in
connection with the reletting of the Premises, including without
limitation the cost of cleaning, renovation, and repair of the
Premises for a new tenant or tenants, advertisement, marketing,
brokerage and legal fees, the cost of protecting or caring for the
Premises while vacant, the cost of removing and storing any property
located on the Premises, any increase in insurance premiums caused by
the vacancy of the Premises and any other out-of-pocket expenses
incurred by Landlord including tenant inducements such as the cost of
moving the new tenant or tenants and the cost of assuming any portion
of the existing lease(s) of the new tenant(s).

(d)     Except as otherwise herein provided, no repossession or
re-entering on the Premises or any part thereof pursuant to
subparagraph (b) hereof or otherwise shall relieve Tenant of its
liabilities and obligations hereunder, all of which shall survive
such repossession or re-entering.  Notwithstanding any such
repossession or re-entering on the Premises or any part thereof by
reason of the occurrence of an event of default, Tenant will pay to
Landlord the Base Rental, Operating Expense Rental and other rent or
other sum required to be paid by Tenant pursuant to this Lease.

(e)     No right or remedy herein conferred upon or reserved to
Landlord is intended to be exclusive of any other right or remedy,
and each and every right and remedy shall be cumulative and in
addition to any other right or remedy given hereunder or now or
hereafter existing by agreement, applicable law or in equity.  In
addition to other remedies provided in this Lease, Landlord shall be
entitled, to the extent permitted by applicable law, to injunctive
relief in case of the violation, or attempted or threatened
violation, of any of the covenants, agreements, conditions or
provisions of this Lease, or to a decree compelling performance of
any of the other covenants, agreements, conditions or provisions of
this Lease, or to any other remedy allowed to Landlord at law or in
equity.  Forbearance by Landlord to enforce one or more of the
remedies herein provided upon an event of default shall not be deemed
or construed to constitute a waiver of such default.

(f)     This Paragraph 24 shall be enforceable to the maximum
extent such enforcement is not prohibited by applicable law, and the
unenforceability of any portion thereof shall not thereby render
unenforceable any other portion.  To the extent permitted by
applicable law, Tenant waives any statutory rights which conflict
with this Paragraph 24.


25.     Tenant Remedies. Except to the extent specifically provided
herein, Tenant shall not have the right to an abatement of rent or to
terminate this Lease as a result of Landlord's default as to any covenant
or agreement contained in this Lease or as a result of the breach of any
promise or inducement in connection herewith, whether in this Lease or
elsewhere and Tenant hereby waives such remedies of abatement of rent and
termination.  Tenant hereby agrees that Tenant's remedies for default
hereunder or in any way arising in connection with this Lease including any
breach of any promise or inducement or warranty, express or implied, shall
be limited to suit for direct and proximate damages provided that Tenant has
given the notices as hereinafter required.  Notwithstanding anything to the
contrary contained in this Lease, the liability of Landlord to Tenant for
any default by Landlord under the terms of this Lease shall be limited to
the interest of Landlord in the Building and the Property (and the proceeds
thereof received by Landlord after entry of a judgment against Landlord in
favor of Tenant), and Tenant agrees to look solely to Landlord's interest
in the Building and the Property (and the proceeds thereof received by
Landlord after entry of a judgment against Landlord in favor of Tenant) for
the recovery of any judgment against the Landlord, it being intended that
Landlord shall not be personally liable for any judgment or deficiency.
Tenant hereby covenants that, prior to the filing of any suit for direct and
proximate damages, it shall give Landlord and all mortgagees whom Tenant has
been notified hold mortgages or deed of trust liens on the Property,
Building or Premises and given an address for ("Landlord's mortgagees")
notice and reasonable time to cure any alleged default by Landlord, not to
exceed thirty (30) days following such notice.

26.     No Waiver.  Failure of Landlord to declare any default
immediately upon its occurrence, or delay in taking any action in connection
with an event of default, shall not constitute a waiver of such default, nor
shall it constitute an estoppel against Landlord, but Landlord shall have
the right to declare the default at any time prior to the expiration of the
applicable statute of limitation and take such action as is lawful or
authorized under this Lease.  Failure by Landlord to enforce its rights with
respect to any one default shall not constitute a waiver of its rights with
respect to any subsequent default.  Receipt by Landlord of Tenant's keys to
the Premises shall not constitute an acceptance of surrender of the
Premises.

27.     Event of Bankruptcy.  In addition to, and in no way limiting
the other remedies set forth herein Landlord and Tenant agree that if Tenant
ever becomes the subject of a voluntary or involuntary bankruptcy,
reorganization, composition, or other similar type proceeding under the
federal bankruptcy laws, as now enacted or hereinafter amended beyond the
applicable cure period in Paragraph 24(a)(iv) for discharge or dismissal of
such proceeding, then:

(a)     "Adequate protection" of Landlord's interest in the
Premises pursuant to the provisions of Section 361 and 363 (or their
successor sections) of the Bankruptcy Code, 11 U.S.C. Paragraph 101,
et seq. (such Bankruptcy Code as amended from time to time being
herein referred to as the "Bankruptcy Code"), prior to assumption
and/or assignment of the Lease by Tenant shall include, but not be
limited to all (or any part) of the following:

                  (i)     the continued payment by Tenant of the Base Rental,
          Operating Expense Rental and all other rent due and owing
          hereunder and the performance of all other covenants and
          obligations hereunder by Tenant;

                  (ii)    the hiring of security guards to protect the
          Premises if Tenant abandons and/or ceases operations; such
          obligation of Tenant only to be effective so long as Tenant
          remains in possession and control of the Premises to the
          exclusion of Landlord;

                  (iii)   the furnishing of an additional/new Security
          Deposit by Tenant in the amount of three (3) times the then-
          current monthly Base Rental, Operating Expense Rental and other
          rent payable hereunder.

(b)     "Adequate assurance of future performance" by Tenant
and/or any assignee of Tenant pursuant to Bankruptcy Code Section 365
will include (but not be limited to) payment of an additional/new
Security Deposit in the amount of three (3) times the then-current
Base Rental and Operating Expense Rental payable hereunder.

(c)     Any person or entity to which this Lease is assigned
pursuant to the provisions of the Bankruptcy Code, shall be deemed
without further act or deed to have assumed all of the obligations of
Tenant arising under this Lease on and after the effective date of
such assignment.  Any such assignee shall, upon demand by Landlord,
execute and deliver to Landlord an instrument confirming such
assumption of liability.

(d)     Notwithstanding anything in this Lease to the contrary,
all amounts payable by Tenant to or on behalf of the Landlord under
this Lease, whether or not expressly denominated as "rent", shall
constitute "rent" for the purposes of Section 502(b)(6) of the
Bankruptcy Code.

(e)     If this Lease is assigned to any person or entity
pursuant to the provisions of the Bankruptcy Code, any and all monies
or other considerations payable or otherwise to be delivered to
Landlord (including Base Rental, Operating Expense Rental and other
rent hereunder), shall be and remain the exclusive property of
Landlord and shall not constitute property of Tenant or of the
bankruptcy estate of Tenant.  Any and all monies or other
considerations constituting Landlord's property under the preceding
sentence not paid or delivered to Landlord shall be held in trust by
Tenant or Tenant's bankruptcy estate for the benefit of Landlord and
shall be promptly paid to or turned over to Landlord.

(f)     If Tenant assumes this Lease and proposes to assign the
same pursuant to the provisions of the Bankruptcy Code to any person
or entity who shall have made a bona fide offer to accept an
assignment of this Lease on terms acceptable to the Tenant, then
notice of such proposed offer/assignment, setting forth (i) the name
and address of such person or entity; (ii) all of the terms and
conditions of such offer, and (iii) the adequate assurance to be
provided Landlord to assure such person's or entity's future
performance under the Lease, shall be given to Landlord by Tenant no
later than twenty (20) days after receipt by Tenant, but in any event
no later than ten (10) days prior to the date that Tenant shall make
application to a court of competent jurisdiction for authority and
approval to enter into such assumption and assignment, and Landlord
shall thereupon have the prior right and option, to be exercised by
notice to Tenant given at any time prior to the effective date of
such proposed assignment, to accept an assignment of this Lease upon
the same terms and conditions and for the same consideration, if any,
as the bona fide offer made by such persons or entity, less any
brokerage commission which may be payable out of the consideration to
be paid by such person for the assignment of this Lease.

(g)     To the extent permitted by law, Landlord and Tenant agree
that this Lease is a contract under which applicable law excuses
Landlord from accepting performance from (or rendering performance
to) any person or entity other than Tenant within the meaning of
Sections 365(c) and 365(e)(2) of the Bankruptcy Code.

28.     Peaceful Enjoyment.  Tenant shall, and may peacefully have,
hold, and enjoy the Premises, subject to the other terms hereof, provided
that Tenant pays the rent and other sums herein recited to be paid by Tenant
and performs all of Tenant's covenants and agreements herein contained,
subject to all rights to notice and the ability to cure any failure to do
so contained herein.

29.     Parking.  Tenant and its employees and invitees shall have the
non-exclusive right to use, in common with other tenants of the Project, any
parking areas associated with the Premises which Landlord has designated for
such use, subject to (a) such reasonable rules and regulations as Landlord
may promulgate from time to time and (b) rights of ingress and egress of
other tenants and their employees, agents and invitees.  Landlord shall not
be responsible for enforcing Tenant's parking rights against third parties.
 If Exhibit "F" "Parking Agreement" is attached hereto, the rights of Tenant
and its employees and invitees to use the parking areas within the Project
are subject to the provisions of such exhibit.  Notwithstanding the
foregoing, so long as the Premises  include all of the rentable area of the
buildings located on the Property, the foregoing parking rights shall be
exclusive to Tenant.

30.     Removal of Property at Expiration of Lease; Holding Over.

(a)     Except as set forth in Paragraph 9(e), any and all
alterations, additions, improvements, including all alterations and
improvements installed pursuant to Exhibit "D" attached hereto,
which constitute fixtures or which constitute Building systems,
including all HVAC systems, become the property of Landlord upon
termination of this Lease; provided that Tenant may be required to
relocate the foregoing pursuant to Tenant's  obligations under
Exhibit "M-2" attached hereto.  Tenant shall retain title to any and
all Trade Fixtures, attached furniture, as well as those improvements
listed on Exhibit "M-1" attached hereto and incorporated herein by
this reference; provided that notwithstanding the foregoing, at the
expiration or earlier termination of this Lease, Tenant surrender the
Premises in the condition described on Exhibit "M-2" attached hereto.
Within ten (10) days after the expiration or earlier termination of
this Lease, unless otherwise requested by Landlord, Tenant shall, at
its sole cost and expense, remove all installations and improvements
made on the Property outside of the Premises, including without
limitation, all generators, the Storage Corridor, all exterior
lighting, cameras, fuel tanks, satellite dishes and equipment and
exterior fences, and deliver the Property in the condition described
in Exhibit "M-2" attached hereto; provided that Tenant shall not
remove any of the installations described on Exhibit "M-2" attached
hereto.  For purposes of this Paragraph 30, all of the foregoing
improvements required to be removed by Tenant shall be deemed to
constitute Required Removables (hereinafter defined).  Tenant, at its
sole cost and expense, shall repair in a good and workmanlike manner
any and all damage done to the Project due to the removal,
detachment, attempted removal or attempted detachment of any of
Tenant's improvements from the Property and all such repairs shall be
completed by the earlier of (i) thirty (30) days after such removal,
detachment, attempted removal or attempted detachment of the
applicable improvements from the Property or (ii) the expiration or
earlier termination of this Lease.  Tenant shall not remove, detach
or attempt to remove or detach any improvements from the Property
except in accordance with the provisions of this Paragraph 30(a).  In
the event Tenant fails to remove said articles prior to or upon the
expiration or earlier termination, they shall be deemed abandoned and
may be disposed of by Landlord, at Tenant's sole cost and expense, in
any way Landlord sees fit.  In addition, all other personal property
which shall remain in the Premises for more than five (5) days
following either the termination of this Lease or the entry of the
Premises by Landlord following Tenant's default hereunder shall, at
Landlord's option, become property of Landlord.  Landlord may require
Tenant to remove such fixtures and improvements, alterations,
additions owned by Landlord, including but not limited to telephone,
data, and/or network cabling, installed on or located in the Premises
 or on the Project (whether or not within the Premises) as are
designated by Landlord (the "Required Removables") at Tenant's sole
cost within ten (10) days after the expiration or earlier termination
of this Lease or Tenant's right to possession of the Premises.  In
the event that Landlord so elects, and Tenant fails to timely remove
the Required Removables, Landlord may remove the Required Removables
at Tenant's cost, and Tenant shall pay Landlord on demand, or
Landlord may deduct from Tenant's Security Deposit, all costs
incurred in removing, storing and/or disposing of the Required
Removables.  Landlord, at is sole option, shall inspect any and all
alterations and repairs made by or on behalf of the Tenant.  All
costs associated with the inspection and testing of such alterations
or repairs shall be reimbursed to Landlord by Tenant within ten (10)
days of such demand.  Notwithstanding the terms of this lease to the
contrary, the terms of this paragraph shall survive the expiration or
earlier termination of this Lease.


(b)     In the event of holding over by Tenant after expiration
or other termination of this Lease or in the event Tenant continues
to occupy the Premises after the termination of Tenant's right of
possession pursuant to Paragraph 24(b) hereof, Tenant shall become a
Tenant at sufferance and, throughout the entire holdover period,
Tenant shall pay rent on a per diem basis equal to one hundred twenty
percent (120%) of the sum of the Base Rental and Operating Expense
Rental which would otherwise have been applicable had the term of
this Lease continued through the period of such holding over by
Tenant for the first month of any holdover and one hundred fifty
percent (150%) of the same thereafter.  No holding over by Tenant or
payments of money by Tenant to Landlord after the expiration of the
term of this Lease shall be construed to extend the term of this
Lease or prevent Landlord from recovery of immediate possession of
the Premises by summary proceedings or otherwise unless Landlord has
sent written notice to Tenant that Landlord has elected to extend the
term of the Lease.  Tenant shall be liable to Landlord for all
damage, including any consequential damage, which Landlord may suffer
by reason of any holding over by Tenant, and Tenant shall indemnify
Landlord against any and all claims made by any other tenant or
prospective tenant against Landlord for delay by Landlord in
delivering possession of the Premises to such other tenant or
prospective tenant.

31.     Subordination to Mortgage.

(a)     Tenant accepts this Lease subject and subordinate to any
mortgage, deed of trust or other lien presently existing or hereafter
arising upon the Premises, or upon the Building and/or the Property
and to any renewals, modifications, refinancings and extensions
thereof, but Tenant agrees that any such mortgagee shall have the
right at any time to subordinate such mortgage, deed of trust or
other lien to this Lease on such terms and subject to such conditions
as such mortgagee may deem appropriate in its discretion.  This
clause shall be self-operative and no further instrument of
subordination shall be required.  However, Landlord is hereby
irrevocably vested with full power and authority to subordinate this
Lease to any mortgage, deed of trust or other lien now existing or
hereafter placed upon the Premises, or the Building and/or the
Property and Tenant agrees to execute within fourteen (14) days of
its receipt of the same such further instruments subordinating this
Lease or attorning to the holder of any such liens as Landlord may
reasonably request. In the event that Tenant should fail to timely
execute any subordination or other agreement required by this
Paragraph, Tenant hereby irrevocably constitutes Landlord as its
attorney-in-fact to execute such instrument in Tenant's name, place
and stead, it being agreed that such power is one coupled with an
interest in Landlord and is accordingly irrevocable.

(b)     Within five (5) business days after the full execution of
this Lease, Landlord shall deliver to Tenant a Subordination, Non-
Disturbance and Attornment Agreement executed by the current holder
of a mortgage on the Property in the form of Exhibit "N" attached
hereto (the "Lender Non-Disturbance Agreement").  Landlord shall
also execute the Lender Non-Disturbance Agreement in the form of
Exhibit "N". In the event Landlord fails to deliver to Tenant the
foregoing described Subordination, Non-Disturbance and Attornment
Agreement within such five (5) business day period, Tenant shall have
the right to terminate this Lease by providing written notice to
Landlord of Tenant's election to terminate at any time after the
expiration of such five (5) business day period and prior to
Landlord's delivery of such Subordination, Non-Disturbance and
Attornment Agreement.  As of the date of this Lease, Mellon Bank,
N.A. is the only holder of a mortgage or deed of trust on the
Property and there are no ground leases affecting the Property.  To
the best of Landlord's knowledge, there are no restrictive covenants
applicable to the Property other than those listed on Exhibit "Q"
hereto.  Notwithstanding the foregoing, Tenant shall not have any
obligation to pay the Security Deposit or any payment of Base Rental
hereunder until Tenant has received the Lender Non-Disturbance
Agreement which has been executed by the current holder of a mortgage
on the Property.  The Security Deposit and any pre-payments of Base
Rental due upon execution of this Lease shall be due within three (3)
business days after Tenant's receipt of the executed Lender Non-
Disturbance Agreement.

32.     Estoppel Certificate.  Tenant agrees periodically to furnish
within ten (10) business days after so requested by Landlord, ground lessor
or the holder of any deed of trust, mortgage or security agreement covering
the Building, the Land, or any interest of Landlord therein, a certificate
signed by a Tenant certifying (a) that this Lease is in full force and
effect and unmodified (or if there have been modifications, that the same
is in full force and effect as modified and stating the modifications), (b)
as to the Commencement Date and the date through which Base Rental and
estimated Operating Expense Rental have been paid, (c) that Tenant has
accepted possession of the Premises and that any improvements required by
the terms of this Lease to be made by Landlord have been completed to the
satisfaction of Tenant, (d) that except as stated in the certificate no rent
has been paid more than thirty (30) days in advance of its due date, (e)
that the address for notices to be sent to Tenant is as set forth in this
Lease (or has been changed by notice duly given and is as set forth in the
certificate), (f) that except as stated in the certificate, Tenant, as of
the date of such certificate, has no charge, lien, or claim of offset
against rent due or to become due, (g) that except as stated in the
certificate, Landlord is not then in default under this Lease, (h) as to the
amount of Rentable Area then occupied by Tenant, (1) that there are no
renewal or extension options, purchase options, rights of first refusal or
the like in favor of Tenant except as set forth in this Lease, (j) the
amount and nature of accounts payable to Landlord under terms of this Lease
and (k) as to such other matters as may be reasonably requested by Landlord
or ground lessor or the holder of any such deed of trust, mortgage or
security agreement.  Any such certificate may be relied upon by any ground
lessor, prospective purchaser, secured party, mortgagee or any beneficiary
under any mortgage, deed of trust on the Building or the Land or any part
thereof or interest of Landlord therein.

33.     Attorney's Fees.  In the event either party defaults in the
performance of any of the terms of this Lease and the other party employs
an attorney in connection therewith, the defaulting party agrees to pay the
prevailing party's reasonable attorneys' fees.

34.     Notice.  Any notice in this Lease provided for must, unless
otherwise expressly provided herein, be in writing, and may, unless
otherwise in this Lease expressly provided, be given or be served by
depositing the same in the United States mail, postage paid and certified
with return receipt requested, or by prepaid telegram, when appropriate,
addressed to the party to be notified at the address stated in this Lease
or such other address notice of which has been given to the other party or
by delivering the same in person to such party or an officer or partner of
such party.  Notice deposited in the mail in the manner hereinabove
described shall be effective  upon the recipient's receipt or refusal to
accept such notice.  Neither party hereto shall be required to send any
notice, request, demand, consent, approval, or other communication required
or permitted under this lease to more than two (2) other addresses in
addition to the premises.


35.     Severability.  If any term or provision of this Lease, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application
of such term or provision to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Lease shall be valid and enforced to the
fullest extent permitted by law.

36.     Recordation.  Tenant agrees not to record this Lease.  The
parties agree to record a Memorandum of Lease substantially in the form of
Exhibit "O" promptly following execution of this Lease.

37.     Governing Law.  This Lease and the rights and obligations of
the parties hereto shall be interpreted, construed, and enforced in
accordance with the laws of the State.

38.     Force Majeure.  Whenever a period of time is herein prescribed
for the taking of any action by Landlord or Tenant, such party shall not be
liable or responsible for, and there shall be excluded from the computation
of such period of time, any delays due to strikes, riots, acts of God,
shortages of labor or materials, war, governmental laws, regulations or
restrictions, or any other cause whatsoever beyond the control of such
party; provided that this paragraph shall not apply to the payment of rent
or other monies by Landlord or Tenant, nor shall the provisions of this
paragraph postpone the date that rent is payable pursuant to this Lease.

39.     Time of Performance.  Except as expressly otherwise herein
provided, with respect to all required acts of Tenant, time is of the
essence of this Lease.

40.     Transfers by Landlord.  Landlord shall have the right to
transfer and assign, in whole or in part, all of its rights and obligations
hereunder and in the Building and Project referred to herein, and in such
event and upon such transfer Landlord shall be released from  all
obligations on the part of Landlord accruing under this Lease from and after
the date of the transfer (but shall not be relieved of any obligations
occurring during its period of ownership of the Building); provided that (i)
any funds held by the transferor in which Tenant has an interest (including,
without limitation, the Security Deposit) shall be turned over by credit to
the purchase price or otherwise and (ii) any such transferee shall assume,
in writing, all non-accrued obligations of Landlord under this Lease.
Tenant agrees to look solely to such successor in interest of Landlord for
the performance of such obligations.  Any and all covenants of Landlord
shall be binding upon Landlord and its successors only with respect to
breaches occurring during its or their respective periods of ownership of
the Landlord's interest hereunder.

41.     Commissions.  Landlord and Tenant hereby indemnify and hold
each other harmless against any loss, claim, expense or liability with
respect to any commissions or brokerage fees claimed on account of the
execution and/or renewal of this Lease due to any action of the indemnifying
party except with respect to any commissions or brokerage fees due to The
Commercial Property Services Company ("Tenant's Broker") and Transwestern
Commercial Services ("Landlord's Broker").  Landlord has agreed to pay the
fees of Tenant's Broker and Landlord's Broker pursuant to the terms of
separate written agreements with such brokers.

42.     Joint and Several Liability.  If there is more than one Tenant,
or if the Tenant as such is comprised of more than one person or entity, the
obligations hereunder imposed upon Tenant shall be joint and several
obligations of all such parties.

43.     Authority.  In the event Tenant is a corporation (including any
form of professional association), partnership (general or limited), or
other form of organization other than an individual, then each individual
executing or attesting this Lease on behalf of Tenant hereby covenants,
warrants and represents: (i) that such individual is duly authorized to
execute or attest and deliver this Lease on behalf of Tenant in accordance
with the organizational documents of Tenant; (ii) that this Lease is binding
upon Tenant; (iii) that Tenant is duly organized and legally existing in the
state of its organization, and is qualified to do business in the State;
(iv) that upon request, Tenant will provide Landlord with true and correct
copies of all organizational documents of Tenant, and any amendments
thereto; and (v) that the execution and delivery of this Lease by Tenant
will not result in any breach of, or constitute a default under any
mortgage, deed of trust, lease, loan, credit agreement, partnership
agreement or other contract or instrument to which Tenant is a party or by
which Tenant may be bound.  If Tenant is a corporation, Tenant will, prior
to the Commencement Date, deliver to Landlord a Secretary's Certificate
executed by the Secretary of the Tenant certifying the signature of the
person executing this Lease on behalf of Tenant and further certifying that
such person is an officer of Tenant and authorized to execute this Lease.

44.     Financial Condition of Tenant.  Tenant acknowledges that the
financial capability of Tenant to perform its obligations hereunder is
material to Landlord and that Landlord would not enter into this Lease but
for its belief, based on its review of Tenant's financial statements, that
Tenant is capable of performing such financial obligations.  Tenant hereby
represents, warrants and certifies to Landlord that its financial statements
are true and correct in all material respects.

45.     Effect of Delivery of This Lease.  Landlord has delivered a
copy of this Lease to Tenant for Tenant's review only, and the delivery
hereof does not constitute an offer to Tenant or option.  This Lease shall
not be effective until an original of this Lease executed by both Landlord
and Tenant, and this Lease has been approved by Landlord's mortgagee.

46.     Entire Agreement.  This Lease Agreement, including the
following Exhibits:

          Exhibit "A" - Property Description
          Exhibit "B" - Outline and Location of Premises
          Exhibit "C" - Operating Expense Rental

          Exhibit "D" - Work Letter
          Exhibit "E" - Rules and Regulations
          Exhibit "F" - Parking Agreement
          Exhibit "G" - Renewal Option
          Exhibit "H" - Form of Letter of Credit
          Exhibit "I" - Purchase Option
          Exhibit "J" - Right of Opportunity
          Exhibit "K" - Base Building Work
          Exhibit "L" - Intentionally Omitted
          Exhibit "M-1" - Property Owned by Tenant
          Exhibit "M-2" - Improvements to Remain in the Premises or on the
Property
          Exhibit "N" - Form of Subordination, Non-Disturbance
          Exhibit "O" - Form of Memorandum of Lease
                  and Attornment Agreement
          Exhibit "P" - Tenant's Form of Confidentiality Agreement
          Exhibit "Q" - List of Encumbrances Applicable to the Property
          Exhibit "R" - Removal Area

constitute the entire agreement between the parties hereto with respect to
the subject matter of this Lease.  Tenant expressly acknowledges and agrees
that Landlord has not made and is not making, and Tenant, in executing and
delivering this Lease, is not relying upon, any warranties, representations,
promises or statements, except to the extent that the same are expressly set
forth in this Lease.  All understandings and agreements heretofore had
between the parties are merged in this Lease which alone fully and
completely expresses the agreement of the parties, neither party relying
upon any statement or representation not embodied in this Lease.

47.     No Presumption Against Drafter.  Landlord and Tenant
understand, agree and acknowledge that (i) this Lease has been freely
negotiated by both parties; and (ii) in any controversy, dispute or contest
over the meaning, interpretation, validity, or enforceability of this Lease
or any of its terms or conditions, there shall be not inference,
presumption, or conclusion drawn whatsoever against either party by virtue
of that party having drafted this Lease or any portion thereof.

48.     Landlord's Lien.  Landlord hereby waives any and all landlord's
liens (whether statutory, constitutional or arising under the common law or
otherwise) on all property in the Premises and hereby agrees to execute such
additional instruments as may be reasonably requested by Tenant to evidence
such waiver.  In addition, Landlord acknowledges Tenant's right to finance
and to secure under the Uniform Commercial Code, inventory, furnishings,
furniture, equipment, machinery, leasehold improvements and other personal
property located in or at the Premises; provided that no security interest
shall attach to any leasehold improvement constituting a fixture or becoming
property of Landlord, and Landlord agrees to execute reasonable waiver forms
releasing liens in favor of any purchase money seller, lessor or lender who
has financed or may finance in the future such items.

49.     Warranty Waiver: EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE,
LANDLORD, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS AND
CONTRACTORS, MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
PROJECT, PROPERTY, BUILDING OR THE PREMISES OR ITS CONDITION.  NO WARRANTY
OF MATERIALS, WORKMANSHIP OR APPLIANCES HAS BEEN MADE OR IS EXPRESSED OR
IMPLIED BY THIS LEASE.  LANDLORD, ITS OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, ATTORNEYS AND CONTRACTORS EXPRESSLY DISCLAIM AND TENANT EXPRESSLY
WAIVES ANY WARRANTY OF HABITABILITY, GOOD AND WORKMANLIKE CONSTRUCTION,
SUITABILITY, OF DESIGN OR FITNESS FOR A PARTICULAR PURPOSE AND EXPRESSLY
DISCLAIM AND TENANT EXPRESSLY WAIVES ANY WARRANTY AS TO THE ENVIRONMENTAL
CONDITION OF THE PROJECT, PROPERTY, BUILDING OR PREMISES AND THE PRESENCE
OR CONTAMINATION BY HAZARDOUS MATERIALS.  TENANT IS NOT RELYING ON ANY
REPRESENTATIONS BY LANDLORD OR LANDLORD'S OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, ATTORNEYS AND CONTRACTORS.  TENANT EXPRESSLY WAIVES, TO THE
EXTENT ALLOWED BY LAW, ANY CLAIMS UNDER FEDERAL, STATE OR OTHER LAW THAT
TENANT MIGHT OTHERWISE HAVE AGAINST LANDLORD, ITS OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, ATTORNEYS AND CONTRACTORS RELATING TO THE CONDITION OF
THE PROJECT, PROPERTY, BUILDING OR PREMISES OR THE IMPROVEMENTS OR PERSONAL
PROPERTY LOCATED THEREON OR THE PRESENCE IN OR CONTAMINATION OF THE PROJECT
OR THE PREMISES BY HAZARDOUS MATERIALS.

50.     Substitution.  Intentionally Omitted.

51.     Tax Protest.  TENANT HEREBY WAIVES ALL RIGHTS TO PROTEST THE
APPRAISED VALUE OF THE PROJECT OR TO APPEAL THE SAME AND ALL RIGHTS TO
RECEIVE NOTICES OF REAPPRAISALS AS SET FORTH IN SECTIONS 41.413 AND 42.015
OF THE TEXAS TAX CODE.

52.     Waiver of Deceptive Trade Practices Act.   TENANT HEREBY WAIVES
ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER
PROTECTION ACT, SECTION 17.41 ET. SEQ. OF THE TEXAS BUSINESS AND COMMERCE
CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.  AFTER
CONSULTATION WITH AN ATTORNEY OF TENANT'S OWN SELECTION, TENANT VOLUNTARILY
CONSENTS TO THIS WAIVER.


53.     Letter of Credit.  Within three (3) business days after
Tenant's receipt of the executed Lender Non-Disturbance Agreement from the
current holder of a mortgage on the Property, Tenant shall present to
Landlord an irrevocable Letter of Credit (the "Letter of Credit"), which
Letter of Credit shall: (a) be in the amount of $800,000.00; (b) be issued
on the form attached hereto as Exhibit "H"; (c) name Landlord as its
beneficiary; (d) be drawn on an FDIC insured financial institution
reasonably satisfactory to the Landlord; and (e) expire no earlier than
sixty (60) days after the second anniversary of the Rent Commencement Date
of this Lease.  Notwithstanding anything herein to the contrary, provided
Tenant is not in default under this Lease as of the effective date of any
reduction of the Letter of Credit, Tenant shall have the right to reduce the
amount of the Letter of Credit to be as follows:  (i) $683,333.00 effective
as of the second anniversary of the Rent Commencement Date; (ii) $566,666.00
effective as of the third anniversary of the Rent Commencement Date; (iii)
$449,999.00 effective as of the fourth anniversary of the Rent Commencement
Date; (iv) $333,332.00 effective as of the fifth anniversary of the Rent
Commencement Date, and $216,665.00 effective as of sixth anniversary of the
Rent Commencement Date.  Such reduction shall be accomplished by having
Tenant provide Landlord with a substitute letter of credit in the reduced
amount.  All renewals and/or replacements of the Letter of Credit shall be
for a term of not less than one (1) year.  Tenant agrees that it shall from
time to time, as necessary, whether as a result of a draw on the Letter of
Credit by Landlord pursuant to the terms hereof or as a result of the
expiration of the Letter of Credit then in effect, renew or replace the
original and any subsequent Letter of Credit so that a Letter of Credit, in
the amount required hereunder, is in effect until a date which is at least
sixty (60) days after the seventh anniversary of the Rent Commencement Date.
 If Tenant fails to furnish such renewal or replacement at least sixty (60)
days prior to the stated expiration date of the Letter of Credit then held
by Landlord, such failure shall automatically, without notice to Tenant,
constitute an event of default hereunder and Landlord may draw upon such
Letter of Credit and hold the proceeds thereof (and such proceeds need not
be segregated) as a Security Deposit pursuant to the terms of this Paragraph
53.  Notwithstanding the foregoing, in the event Tenant fails to furnish a
renewal or replacement letter of credit within the sixty (60) day period
referenced above, Landlord shall notify Tenant at least five (5) days prior
to drawing on the Letter of Credit of such failure unless at the time
Landlord discovers such failure, there are less than five (5) days prior to
the expiry date of the letter of credit, in which case, Landlord shall not
be obligated to provide Tenant with any notice prior to such drawing.  Any
renewal of or replacement for the original or any subsequent Letter of
Credit shall meet the requirements for the original Letter of Credit as set
forth above.  Notwithstanding anything to the contrary set forth in this
Paragraph 53, in the event Tenant obtains a credit rating by Standard &
Poor's of BB or better, Tenant shall not be required to provide Landlord
with the Letter of Credit and Landlord shall release the Letter of Credit
held by Landlord at such time.  In addition, Tenant may, from time to time,
replace any existing Letter of Credit with a new Letter of Credit if the new
Letter of Credit (a) becomes effective at least thirty (30) days before
expiration of the Letter of Credit that it replaces; (b) is in the required
amount; (c) is issued by an FDIC insured bank reasonably acceptable to
Landlord; and (d) otherwise complies with the requirements of this Paragraph
53.

54.     Third Party Equipment.  Landlord acknowledges that certain
equipment within the Premises shall be owned by third parties.  Landlord
shall permit Tenant to keep such equipment and property within the Premises
without the need for Tenant to obtain any consent from or pay any fee to
Landlord.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts as of the day and year first above written.

                                     LANDLORD:
                                     ---------

                                        CAMERON ROAD CORPORATE PARK, LTD., a
                                        Texas limited partnership

Address:
150 North Wacker Drive, Suite 180
Chicago, Illinois 60606                 By:  Transwestern Cameron L.P.,
Attention: William A. Purdy                  a Delaware limited partnership,
                                             a general partner

                                        By:  Transwestern Cameron  GPI, L.L.C.,
                                             a Delaware limited liability
                                                company, its
With a copy to:                                 general partner

Transwestern Investment Company
150 North Wacker Drive, Suite 180
Chicago, Illinois 60606
Attention: General Counsel              By:  /s/ William A. Purdy
                                           ----------------------------------
                                           Name:  William A. Purdy
and to:                                   Title: Managing Director

Susan E. Coleman, Esq.
Thompson & Knight, P.C.
801 Cherry Street, Suite 1600
Fort Worth, Texas 76102

                                      TENANT:
                                      -------

Address:                              EXODUS COMMUNICATIONS, INC., a Delaware
                                      corporation


                                        /s/ Adam Wegner
                                      -----------------------------------------
                                      Name(print):  Adam Wegner
                                                  -----------------------------
                                      Title:  Vice President and General
                                              Counsel
                                            -----------------------------------


<PAGE>



                                    EXHIBIT "A"
                                    -----------

                               PROPERTY DESCRIPTION


Lots Three (3) and Four (4), Block "B", CAMERON ROAD CORPORATE PARK PHASE
I, a subdivision in Travis County, Texas, according to the map or plat
thereof, recorded in Volume 100, Page(s) 303-305 of the Plat Records of
Travis County, Texas.

Together with and including the following easement estates and interests:

      (i)     That easement created under or pursuant to that certain
      document recorded in Volume 13236, Page 3730 of the Real Property Records
      of Travis County, Texas, such easement upon the property more particularly
      described in that certain Shared Detention Restrictive Covenant and Flood
      Detention Easement recorded in Volume 13226, Page 0471 of the Real
      Property Records of Travis County, Texas.

      (ii)    All of that certain tract or parcel of land containing 1.821
      acres, more or less, situated in the James P. Wallace Survey No. 57,
      Travis County, Texas said tract being more particularly described by
      metes and bounds as follows:

BEGINNING FOR REFERENCE at a capped iron rod found in the South line
of that certain tract of land dedicated for Street in Volume 3873, Page 1021
of the Deed of Records of Travis County, Texas, for the Northeast corner of
that certain (2.0 acre) tract of land as conveyed to Trinity Chapel by deed
recorded in Volume 4824, Page 480 of the Deed of Records of Travis County,
Texas  and for the Northwest corner of Lot 1, Block A, Cameron Road
Corporate Park Phase I, a subdivision in Travis County, Texas according to
the map or plat thereof recorded in Volume 100, Page 303 of the Plat of
Records of Travis County, Texas;

THENCE with the common line of said Lot 1 and said Street Dedication
tract, S 88? 42? 43? E 374.22 feet to a point for the Southwest corner and
PLACE OF BEGINNING of the herein described easement;

THENCE crossing said Street Dedication tract and that certain tract
of land as conveyed to Austin Independent School District by deeds recorded
in Volume 3871, Page 3251 and Volume 3872, Page 53 of the Deed Records of
Travis County, Texas with the westerly line of this easement, the following
three (3) courses and distances;

          1.      N 29? 06? 17? E 20.00 feet to a point;
          2.      N 71? 31? 48? E 66.00 feet to a point;
          3.      N 37? 18? 26? E 481.00 feet to a point in the Easterly line
          of said Street Dedication tract and in the Westerly line of Lot 4,
          Block A, of said Cameron Road Corporate Park Phase I, for the
          most Northerly corner of this easement and from which a capped
          iron rod found for a point of curvature in the East line of
          said Street Dedication tract bears N 05? 09? 14? W 108.65 feet;

THENCE with the common line of said Street Dedication tract and said
Lot 4, S 05? 09? 14? E 440.0 feet to a point for a common angle corner of
Lot 3 and Lot 4, Block A, of said Cameron Road Corporate Park Phase I, and
for an angle corner of said Street Dedication tract, and being the
Southeasterly corner of this easement;

THENCE with the common line of said Street Dedication tract and said
Lot 3, the following three (3) courses and distances;

          1.      S 84? 51? 15? W 60.00 feet to a point for a non-tangent point
          of curvature;
          2.      along a curve to the left with a radius of 16.79 feet for an
          arc length of 24.48 feet and which chord bears N 46? 55? 43? W
          22.37 feet to a capped iron rod found for a point of tangency;
          3.      N 88? 42? 43? W 327.36 feet to the PLACE OF BEGINNING,
          containing 1.821 acres of land.



<PAGE>

                                    EXHIBIT "C"
                                    -----------

                              OPERATING EXPENSE RENTAL


1.      In addition to Base Rental, Tenant shall pay to Landlord
Tenant's Pro Rata Share of Operating Expenses for the Project ("Operating
Expense Rental").  During each month of the Lease Term, on the same date
that installments of Base Rental are due, Tenant shall pay to Landlord in
the amount equal to 1/12th of the annual amount, as estimated by Landlord,
of Tenant's Prorata Share of Operating Expenses.  Payments thereof for any
fractional calendar month shall be prorated.  Notwithstanding any language
in the Lease seemingly to the contrary, if the Project is not fully occupied
during any calendar year of the Lease Term, actual Operating Expenses for
purposes of this Exhibit "C" shall be determined as if the Project had been
fully occupied during such year.  Prior to January 1 of each calendar year
during Tenant's occupancy or as soon thereafter as practical, Landlord shall
make a good faith estimate of the Operating Expense Rental for each upcoming
calendar year and, upon prior written notice to Tenant, shall require the
monthly payment of Operating Expense Rental to be adjusted in accordance
with such estimate.  Landlord shall have the right from time to time during
any such calendar year to revise the estimate of the Operating Expense
Rental for such year and provide Tenant with a revised statement therefor,
and thereafter the amount Tenant shall pay each month shall be based upon
such revised estimate.  Any amounts paid based on any estimate shall be
subject to adjustment pursuant to Paragraph 2 below when actual Operating
Expenses are available for such calendar year.

2.      As soon as is practical following the end of each calendar year
during which Tenant has occupied the Premises, Landlord shall furnish to
Tenant a statement of Landlord's actual Operating Expenses for the previous
calendar year.  If for any calendar year Operating Expense Rental collected
for the prior year, as a result of Landlord's estimate of Operating
Expenses, is in excess of the Operating Expense Rental actually due during
such prior year, then Landlord shall promptly refund to Tenant any
overpayment (or at Landlord's option, unless this Lease has terminated,
apply such amount against rentals next due or to become due hereunder).
Likewise, Tenant shall promptly pay to Landlord any underpayment with
respect to the prior year whether or not the Lease has terminated prior to
receipt by Tenant of a statement for such underpayment.

3.      "Operating Expenses" shall mean all costs, expenses and
disbursements of every kind (subject to the limitations set forth below)
which Landlord incurs, pays or becomes obligated to pay in connection with
the ownership, lease, operation, repair, control of access and maintenance
of the Project.  Operating Expenses shall be computed on an accrual basis
and shall be determined in accordance with generally accepted real estate
accounting practices, as more fully described in this paragraph, which shall
be consistently applied.  Operating Expenses shall include, but shall not
be limited to, the following:

(a)     All labor costs for Landlord's non-executive employees
performing services required or utilized in connection with the
operation, repair, maintenance and landscaping of the Project (to the
extent such employee's time is devoted to the Project), including but
not limited to amounts incurred for professional training, wages,
salaries and other compensation for services, payroll, social
security, unemployment and other similar taxes, workmen's
compensation insurance, disability benefits, pensions,
hospitalization, and retirement plans and group insurance.

(b)     All management fees, including those paid to any
affiliate of Landlord (but not fees paid to an affiliate of Landlord
which are in excess of market management fees), or if there is no
specific manager and management fees, an administration fee of (i)
$2,500 per month during the first 24 Months of the Lease Term, and
(ii) $1,666.67 per month during the remainder of the Lease Term;
provided that in the event $1,666.67 is below market as of the date
Tenant exercises the Renewal Option, if at all, the determination of
Base Rental payable during the Renewal Term shall take into account
such below market management fees.

(c)     All rental and/or purchase costs of materials, supplies,
hand tools and equipment used in the operation, repair, replacement
and maintenance of the Project.

(d)     All amounts charged to Landlord by contractors and/or
suppliers for services, materials, equipment and supplies furnished
in connection with the operation, repair, maintenance and replacement
of any part of the Project.

(e)     All premiums and deductible costs (to the extent such
deductible costs are commercially reasonable for properties
comparable to the Project) paid by Landlord associated with fire and
extended coverage insurance, earthquake and extended coverage
insurance, liability and extended coverage insurance, rental loss
insurance, and other insurance customarily carried from time to time
by lessors of comparable projects or required to be carried by
Landlord.

(f)     Charges for all utilities, but excluding those charges
for which tenants are individually responsible.


(g)     Taxes and all professional fees associated with the
monitoring and payment of such taxes, including (i) all real estate
taxes and assessments on the Project or the Premises, and taxes and
assessments levied in substitution or supplementation in whole or in
part of such taxes, (ii) intentionally omitted, (iii) all franchise
fees, (iv) all taxes imposed on services of Landlord's agents and
employees, and (v) all other taxes, fees or assessments now or
hereafter levied by any governmental authority on the Project or its
contents or on the operation and use thereof (except as relate to
specific tenants), but excluding income taxes.

(h)     Cost of all maintenance, service and/or landscaping
agreements, if any, entered into by Landlord with respect to the
Project.

(i)     Cost of all other repairs, replacements and general
maintenance of the Project incurred by Landlord and neither specified
above nor directly billed to tenants.

(j)     Amortization of all capital improvements or repairs made
to the Project (other than capital improvements to the Building
structure) subsequent to the Commencement Date to maintain, repair or
replace portions of the Project including without limitation paving
and parking areas, roads, roofs, alleys and driveways and/or which
are otherwise for purpose of reducing Operating Expenses or
improving the operating efficiency of the Project or which will
extend the life of the Building, and amortization of all capital
improvements or repairs made to the Project subsequent to the
Commencement Date to maintain, repair or replace portions of the
Project including without limitation paving and parking areas, roads,
roofs, alleys and driveways and/or which  are required to comply with
any change in the laws, rules or regulations of any governmental
authority.  At Landlord's sole election, these costs shall be
amortized over the useful economic life of such improvements without
regard to the period over which such improvements may be depreciated
for federal income tax purposes, or shall be amortized up to the
extent that the capital improvements reduce operating expenses for
that year.

Operating Expenses shall not include repairs and general maintenance paid
from proceeds of insurance or by a tenant or other third parties, and
alterations attributable solely to individual tenants of the Project.
Further, Operating Expenses shall not include (i) depreciation; (ii)
interest; (iii) lease commissions, advertising and marketing costs; (iv)
principal payments on mortgage and other non-operating debts of Landlord;
(v) any ground lease rental; (vi) costs incurred by the Landlord for the
repair of damage to the Project to the extent that the Landlord is
reimbursed by insurance or condemnation proceeds or by other occupants of
the Property (other than as a share of their Operating Expense), guarantors
or any third parties (except that insurance deductibles paid by Landlord
maybe included as an Operating Expense); (vii) costs, including permit,
license and inspection costs, incurred with respect to the construction or
installation of tenant improvements or tenants in the Building, or incurred
in renovating or otherwise improving, decorating, painting or redecorating
space for other occupants of the Project, including space planning and
interior design costs and fees; (viii) finder's fees, attorney's fees, space
planning costs, advertising costs, and other costs incurred by Landlord in
leasing or attempting to lease other space in the Building; (ix) attorney's
fees and other costs and expenses incurred in connection with proposals,
negotiations or disputes with other present or prospective tenants or other
occupants of the Building; (xi) any improvements, alterations or
expenditures of a capital nature, except as expressly permitted herein;
(xii) any personal property taxes payable by Tenant or by other occupants
of the Building; (xiii) except as specifically set forth in this Lease,
damages incurred due to a violation by Landlord or any tenant of the terms
and conditions of any lease of space in the Building, or penalties or fines
arising from Landlord's violation of any governmental Landlord's violation
of any governmental rule or authority costs incurred in correcting any
building code violations existing as of the Commencement Date; (xiv) except
as specifically set forth in this Lease, Landlord's general corporate
overhead and general administrative expenses; (xv) rentals and other related
expenses incurred in leasing equipment ordinarily considered to be of a
capital nature, except equipment that is presently leased for use in, or
providing services to the Property, or that is used in providing security,
operational, and maintenance services, and equipment; (xvi) costs arising
from Landlord's charitable or political contributions or from costs or fees
associated with Landlord's membership in a trade association; (xvii) legal
expenses incurred in order for Landlord to resolve disputes with contractors
regarding defects in the design, materials or workmanship of the Property,
or as a result of Landlord's defending the implied covenant of quiet
enjoyment in favor of any occupant of the Building; (xviii) any late fees,
penalties, or similar charges assessed pursuant to covenants, conditions and
restrictions applicable to the Property resulting from Landlord's negligence
or willful misconduct; (xix) expenses incurred by Landlord in connection
with services or other benefits which are not offered to Tenant or items and
services for which Tenant or any other occupant of the Building reimburses
Landlord (other than through its share of Operating Expenses), or which
Landlord provides selectively to one or more tenants, other than Tenant,
without reimbursement, and the cost of which is included as Operating
Expenses, or (xx) costs incurred to remove or otherwise abate asbestos or
asbestos containing materials from the Building or costs incurred in
connection with any hazardous wastes or substances on the Project (provided
that the foregoing shall not reduce or limit the scope of Tenant's
obligations under Paragraph 22 of the Lease).  Notwithstanding the specific
itemization elsewhere in this Lease as to certain components of Operating
Expenses, Landlord shall not be entitled to recover from all tenants of the
Project more than one hundred percent (100%) of Operating Expenses.


4.(a)   Notwithstanding the foregoing, nothing herein contained shall
otherwise require or be construed to require Tenant to reimburse Landlord
for any inheritance, estate, succession, transfer, gift, franchise, income
or earnings, profit, excess profit, capital stock, capital levy or corporate
or other similar tax which is or may be imposed upon Landlord or upon
Landlord's business, except any rental, excise, sales, transaction,
privilege or other tax or levy, however denominated, imposed upon or
measured by the rental reserved hereunder or on Landlord's business of
leasing the Premises.  Real estate taxes and assessments subject to
reimbursement by Tenant shall not include (i) any item to the extent
otherwise included in Landlord's Operating Expenses, (ii) any environmental
assessments, charges or liens arising in connection with the remediation of
Hazardous Materials from the Project which existed prior to the Commencement
Date or which were introduced onto the property by Landlord or its
representatives, (iii) costs or fees payable to public authorities in
connection with any future construction, renovation and/or improvements to
the Property (other than Tenant's improvements, which shall be Tenant's sole
obligation), including fees for transit, housing, schools, open space, child
care, arts programs, traffic mitigation measures, environmental impact
reports, traffic studies, and transportation system management plans, (iv)
reserves for taxes or assessments, or (v) any of Landlord's personal
property taxes, or (vi) any transfer taxes caused by any change in ownership
of the Property or any part thereof.  If a reduction in property taxes
and/or assessments is obtained for any year of the Term during which Tenant
paid tenant's percentage of taxes and assessments, then Landlord shall
provide Tenant with a credit against Tenant's next due obligations for rent
and Tenant's Pro Rata Share of Operating Expenses or, if none, refund such
amount to Tenant within thirty (30) days based on such adjustment.
Landlord shall take such action as would be taken by a prudent and similarly
situated landlord in order to obtain the maximum reduction of real estate
taxes or assessed valuation of the Building that is reasonably obtainable
for any year.  Landlord shall promptly furnish Tenant with copies of any
notice of an increase in real estate taxes, whether resulting from an
assessment increase or otherwise. Tenant shall have the right at any time
during the Term to notify Landlord that Tenant reasonably believes that the
assessment upon which the real estate are based is excessive. Within thirty
(30) days after its receipt of any such notice, Landlord notify Tenant
whether Landlord elects to pursue an assessment reduction.  If Landlord
fails to timely notify Tenant of its election, Landlord will be deemed to
have elected not to pursue an assessment reduction.  If Landlord does not
elect to pursue an assessment reduction, Tenant shall have the right to
require Landlord to pursue such reduction if Tenant delivers to Landlord,
prior to the expiration of the date for contesting the applicable
assessment, the report of a reputable real estate tax consultant in the
Austin, Texas area reasonably acceptable to Landlord, which recommends
pursuing such reduction. If Tenant fails to timely deliver such report,
Landlord shall have no obligation to pursue such reduction.




<PAGE>





                                    EXHIBIT "D"
                                    -----------

                               WORK LETTER AGREEMENT
                                 (Tenant Buildout)

This Work Letter Agreement supplements and is hereby incorporated in
that certain lease (hereinafter referred to as the "Lease") dated and
executed concurrently herewith by and between Cameron Road Corporate Park,
Ltd., a Texas limited partnership (hereinafter referred to as "Landlord")
and Exodus Communications, Inc., a Delaware corporation (hereinafter
referred to as "Tenant") with the terms defined in the Lease to have the
same definition where used herein.

1.      Except as expressly set forth in the Lease, the Premises are
leased to Tenant in their "AS IS" condition and this Work Letter Agreement
is intended to set forth the obligations of Landlord and Tenant with respect
to the preparation of the Premises for Tenant's occupancy.  All improvements
described in this Work Letter Agreement to be constructed in and upon the
Premises are hereinafter referred to as the "Tenant Improvements."  It is
agreed that construction of the Tenant Improvements will be completed in
accordance with the procedures set forth in this Work Letter Agreement.  All
work required to construct and install the Tenant Improvements is referred
to herein as "Tenant's Work".

2.      Tenant shall provide to Landlord the plans and specifications
for Tenant's Work which are sufficiently detailed to allow construction of
the work depicted thereon to be performed in a good and workmanlike manner.
 Landlord shall notify Tenant of its approval, which shall not be
unreasonably withheld, or disapproval of such plans and specifications
within 10 days after its receipt of same; provided that Landlord shall
promptly communicate to Tenant prior to such 10 day period any concerns of
Landlord with respect to Tenant's Work as soon as Landlord is aware of such
concerns.  Tenant acknowledges and agrees that, except with respect to the
Storage Corridor, it will not be unreasonable for Landlord to withhold its
approval to any proposed improvement or installation (i) which would have
to be relocated or removed if the Project was operated as two (2) multi-
tenant warehouse/distribution buildings, or (ii) which would require
material alteration in order for Landlord to provide services to the
Building if the Project was operated as two (2) multi-tenant
warehouse/distribution buildings.  In the event Landlord disapproves of such
plans, Tenant shall modify such plans in accordance with Landlord's comments
and resubmit them for Landlord's approval within 10 days after Tenant's
receipt of Landlord's disapproval.  Tenant shall cause the general
contractor chosen by Tenant and approved in writing by Landlord ("Tenant's
Contractor"), which approval shall not be unreasonably withheld, to
construct Tenant's Work in substantial accordance with the plans and
specifications approved by Landlord in accordance with this Work Letter (the
"Plans"), and shall not make or agree to any material changes in the
Tenant's Work as described therein without obtaining the prior written
approval of Landlord, which approval shall not be unreasonably withheld and
shall be granted or denied within five (5) business days after Landlord's
receipt of the same.  Tenant acknowledges and agrees that (i) Landlord's
prior approval of the Plans is solely for the protection of Landlord's
interest in the Premises and is not a warranty or representation of any kind
including, without limitation, that the Plans comply with any or all
applicable laws, ordinances, rules or regulations or that the Plans
represent good or workmanlike quality and (ii) that Tenant may not rely on
Landlord's approval of such Plans in order to satisfy any or all of its
obligations under the Lease to which this Work Letter relates.

3.      Tenant shall be responsible for obtaining at its expense any
required building permit, and shall furnish to Landlord a copy of same
before Tenant's Contractor commences construction of Tenant's Work, unless
Tenant is permitted by law to commence construction without a permit.

4.      Subject to compliance with the provisions of this Work Letter,
Landlord shall provide to Tenant an allowance equal to $9.00 per square foot
of Rentable Area in the Premises (the "Allowance"), to construct and
install only the Tenant Improvements. The Allowance shall be used to design,
prepare, plan, obtain the approval of, construct and install the Tenant
Improvements and for no other purpose.  Landlord will make payments to
Tenant from the Allowance to reimburse Tenant for the cost of the Tenant's
Work incurred by Tenant, by progress payments no more frequently than once
per month and only after satisfaction of the following conditions precedent:
(i) receipt by Landlord of mechanics' lien releases for the Tenant's Work
completed and sought to be reimbursed by Tenant, executed by the applicable
Tenant's Contractor's performing the Tenant's Work, and (ii) receipt by
Landlord of any and all documentation reasonably required by Landlord
detailing the work that has been completed and supplies used as of the date
of Tenant's request for progress payment, including without limitation,
invoices, bills, or statements for the work completed and the materials and
supplies used.  Notwithstanding the foregoing, Tenant shall not be entitled
to receive in excess of $9.00 per square foot of Rentable Area of the Phase
I Premises in connection with Tenant's Work performed in the Phase I
Premises and likewise, Tenant shall not be entitled to receive in excess of
$9.00 per square foot of Rentable Area of the Phase II Premises, the Phase
III Premises, the Phase IV Premises or the Phase V Premises, respectively
for Tenant's Work perform in each of the foregoing described portions of the
Premises.  Tenant shall not be entitled to any allowance with respect to the
Phase I Premises until the occurrence of the Rent Commencement Date.
Further, Tenant shall not be entitled to any Allowance with respect to (w)
the Phase II Premises until the occurrence of the Phase II Rent Commencement
Date,  (x) the Phase III Premises until the occurrence of the Phase III Rent
Commencement Date, (y) the Phase IV Premises until the occurrence of the
Phase IV Commencement Rent Date or (z) the Phase V Premises until the Phase
V Rent Commencement Date.  Landlord shall not be obligated to pay any
Allowance if on the date Tenant is entitled to receive the Allowance an
event of default (as defined in Paragraph 24 of the Lease) is continuing or
if Tenant's Contractor or its respective subcontractors, suppliers and
materialmen have filed or have given notice of intent to file a lien against
the Premises and/or the Building.   Landlord shall promptly pay the Tenant
Allowance if such payment is delayed pursuant to the previous sentence, upon
the cure of any such event of default or resolution of such claim.


The cost to design and construct any change to the Base Building Work
required to accommodate Tenant's Work (including without limitation, the
concrete infill of exterior wall openings for overhead doors) shall be (i)
 deducted from the Allowance, to the extent it is available, or (ii) paid
by Tenant if no Allowance is available at such time,  even if the work is
performed by the Landlord's contractor.  Upon the expiration or earlier
termination of the Lease, Tenant shall remove the concrete infills of the
exterior wall openings for overhead doors originally designed in the Base
Building Work and make such other changes as are necessary to restore the
Building to the original design as set forth in the Base Building Plans.
 In the event Landlord achieves any cost savings in connection with the Base
Building Work as a result of modifications requested by Tenant or made to
accommodate Tenant's design needs, Landlord shall be entitled to all such
savings.

5.      The Tenant's Work shall be performed in compliance with all
applicable laws, orders, regulations and requirements of all governmental
authorities, Landlord's insurance carriers, and the board of fire
underwriters having jurisdiction.

6.      Tenant's Contractor shall comply at all times with the
following construction rules, as same may be modified from time to time upon
notice from Landlord:

          (i)     Check-in
                 --------

Tenant's Contractor and all of its subcontractors shall
check-in with the project coordinator from time to time designated by
Landlord (hereinafter referred to as the "Project Coordinator") and
shall not start work until it has:

          (A)     delivered to the Project Coordinator proper
          evidence of required insurance coverage;

          (B)     delivered to the Project Coordinator names and
          phone numbers (office and home) of its supervisory personnel;

          (C)     delivered to the Project Coordinator names and
          phone numbers of prime subcontractors;

          (D)     acknowledged receipt of information concerning all
          concealed piping, conduit, etc., which is installed within or
          about the Premises; and

          (E)     acknowledged receipt of and agreed to abide by the
          provisions of these Work Rules.

         (ii)        Insurance Requirements

          (A)     Tenant's Contractor shall provide evidence of the
          following in-force insurance coverage with insurance companies
          authorized to do business in Texas  with a rating of no less
          than A-VIII in the current Best's Insurance Guide before
          commencing any work in the Building:

          Commercial General Liability Insurance (including Premiss and
          Completed Operations):
            Bodily Injury         1,000,000/3,000,000 (per occurrence) and
                                   aggregate
            Property Damage       1,000,000 (per occurrence)
            Umbrella              $5,000,000

                Worker's Compensation/Employer's Liability:
          Insuring Tenant's Contractor against liability under the
          Worker's Compensation and Occupational Disease Laws of
          the State of Texas and Employer's Liability coverage with
          a $1,000,000 limit for

                    (i)     claims under workers' or workmen's
                    compensation, disability benefit and other similar
                    employee benefit acts; and

                    (ii)    claims for damages because of bodily
                    injury, occupational sickness or disease, or death
                    of Tenant's Contractor' employees.

          Builder's Risk Insurance:
            All Risk/Special Peril, in full amount of the Tenant's
          Work

          (B)     All policies shall name the Landlord, the property
          manager, and upon request, Landlord's mortgagee as "additional
          insureds" as their interests appear.

          (C)     All policies shall provide for thirty days prior
          written notice of expiration,  cancellation or material change
          to the additional insureds.

          (D)     All policies shall contain an express waiver of
          subrogation by the insurer against Landlord, its agents,
          employees, affiliates and contractors.

        (iii)        Work Area
                     ---------

Tenant's Contractor shall confine their work, storage of
materials, construction office, etc., to the Premises or such other
areas as may be designated by the Project Coordinator from time to
time.

         (iv)        Deliveries
                     ----------

Deliveries will be made through designated entrances and routes
only.  The Project Coordinator will establish delivery routes and
storage areas which may be changed from time to time.

          (v)     Service Areas
                  -------------

Service areas shall be kept clear of materials, equipment,
debris, and trash at all times.

         (vi)        Trash Removal
                     -------------

Tenant, Tenant's Contractor and all subcontractors and
suppliers shall remove trash and construction debris from the
Premises daily.  If Landlord so elects, accumulations of Tenant trash
and debris within the Premises, or elsewhere in the Building will be
removed by the Landlord at Tenant's expense.

        (vii)        Parking
                     -------

Parking for construction personnel will be permitted only in
areas designated by the Project Coordinator.

       (viii)        Fire Protection
                     ---------------

Tenant's Contractor shall provide fire extinguishers within the
Premises as required by Landlord's insurance company and/or public
safety officials and as approved by the Project Coordinator.

         (ix)        Work Practices
                     --------------

All work practices of and personnel performing work for
Tenant's Contractor must be compatible with the practices and
coordinated with the personnel employed by Landlord and its
contractors as reasonable under the circumstances.  Upon notice that
any work practices are not compatible or personnel not coordinated
the Tenant shall be responsible for either the immediate termination
of said practices and removal of said personnel from the Building, or
for the immediate coordination of such practices and personnel with
those of Landlord and its contractors.

          (x)     Protection of Work and Property
                  -------------------------------

Tenant and Tenant's Contractor shall protect their work from
damage and shall protect the work of other tenants and Landlord from
damage by Tenant, Tenant's Contractor and their employees and
subcontractors.

         (xi)        Strictly Prohibited Work and Practices:
                     ---------------------------------------

          (A)     Any combustible materials above finished ceiling or
          in any other concealed, non-sprinklered space;

          (B)     Imposing any structural load, temporary or
          permanent, on any part of the Landlord's Work or structure
          without the prior written consent of Landlord's Project
          Coordinator;

          (C)     Cutting any holes in Landlord-installed floor
          slabs, roof, or walls.

          (D)     Welding to or burning of structural steel roof
          beams or trusses.

7.      Upon completion of the Tenant's Work, the Tenant shall provide
to Landlord an affidavit executed by an officer of Tenant that all bills in
connection with Tenant's Work have been paid and a waiver of lien from each
 Tenant's Contractor, materialman and subcontractor pertaining to the
Tenant's Work, in form approved by Landlord.


8.      Tenant shall indemnify and hold harmless Landlord and
Landlord's property manager  from all claims, causes of action, liens,
costs, losses, damages and reasonable attorney's fees  incurred by Landlord
in connection with or arising out of the performance of the Tenant's Work,
but only to the extent caused in whole or in party by the negligent acts or
omissions or willful misconduct of Tenant, the Tenant Contractor, a
subcontractor, anyone directly or indirectly employed by them or anyone for
whose acts they may be liable.  Without limitation of the foregoing, Tenant
shall indemnify and hold harmless Landlord and Landlord's property manager
from all claims, causes of action, costs, losses, damages and reasonable
attorneys fees incurred by Landlord or Landlord's property manager as a
result of or in connection with a failure of Tenant's Contractor or its
subcontractors  to comply with the requirements of this Work Letter.  If,
because of any actual or alleged act or omission of Tenant or Tenant's
Contractor any lien, affidavit, charge or order for the payment of money
shall be filed against the Landlord, the Building, the Premises or any
portion thereof or interest therein, whether or not same is valid or
enforceable, Tenant shall, at its own cost and expense, cause same to be
discharged of record by payment, bonding or otherwise, at the option of
Landlord, no later than ten days after notice to Tenant of the filing
thereof, but in all events prior to foreclosure thereof.  In the event that
Tenant shall fail to comply with the foregoing sentence, Landlord shall have
the right, but not the obligation to discharge such lien, affidavit, charge
or order in any manner which it deems appropriate in its sole discretion,
and any reasonable costs incurred by Landlord in connection therewith shall
be deemed to be Rent for all purposes under the Lease to which this Work
Letter relates, and shall be due and payable by Tenant to Landlord
immediately upon written notice from Landlord to Tenant of any such amounts
so expended by Landlord.

9.      Subject to Landlord's approval, not to be unreasonably
withheld, and further subject to Tenant's compliance with all restrictive
covenants applicable to the Property, which restrictive covenants currently
applicable to the Property are listed on Exhibit "Q" attached hereto,
Tenant shall have the right, at Tenant's sole cost and expense, to (i)
construct a fence around the Property, (ii) install satellite dishes of
various sizes on the Building and around the Property, (iii) install HVAC
equipment suitable for Tenant's anticipated use of the Premises as an
internet data center, (iv) install non-building standard electrical and
telephone equipment as well as fiber optic cable, (v) install generators
(both electrical and fossil fuel) and (vi) install diesel fuel storage tanks
on the Property as required by Tenant's permitted use of the Premises, all
 in locations approved by Landlord, which approval shall not be unreasonably
withheld, provided that (i) Tenant obtains all necessary approvals from the
City of Austin and all other governmental authorities having jurisdiction
over Tenant, the Property and the installations.  Notwithstanding the
foregoing, Tenant shall not be permitted to install a chain-link fence or
to place barbed-wire on or around the fence.  The foregoing installations
shall be subject to the provisions of Paragraph 9  of the Lease and shall
not be considered Trade Fixtures or alterations which do not affect the
Building Structure.  Tenant shall, at its sole cost and expense, be
responsible for installation of the following in connection with all
generators installed by Tenant, all of which shall be subject to the
reasonable approval of Landlord: (w) reasonable visual screening of the
generators, (x) environmental hazard protection, (y) pollution prevention
and, (z) if required to comply with applicable law, silence mufflers.
Except as otherwise requested by Landlord, Tenant shall remove the foregoing
described installations and all associated equipment, including without
limitation, generator pads and all buried wiring, at the end of the Lease
Term and shall repair all damage to the Project caused by such removal.
Tenant shall at its expense, maintain the installations in good and operable
condition and shall be responsible for the maintenance, repair, replacement
and removal thereof, as necessary.  Tenant shall indemnify and hold Landlord
harmless from and against any and all claims, demands, fines, liabilities,
costs, expenses, damages and causes of action accruing from or related to
the foregoing installations.

10.       Subject to Landlord's approval, not to be unreasonably
withheld, and compliance with all restrictive covenants applicable to the
Property, Tenant shall have the right to install and operate certain
satellite dishes, communication antennas and related equipment on the roof
of the Building and around the Property.  Prior to installation of the
satellite dishes and/or communication antennas, Landlord shall have the
right to approve the type, size, height, weight and location thereof, and
the manner and method of installation and removal of the dishes and related
equipment.  If Landlord elects to hire structural, mechanical, roofing
and/or other engineers or consultants to review such plans and
specifications, Tenant shall reimburse Landlord for the reasonable costs
thereof within thirty (30) days after demand from Landlord.  Installation
of the satellite dishes, communication antennas and related equipment shall
be subject to the provisions of Paragraph 9  of the Lease and such
installations shall not be considered Trade Fixtures or alterations which
do not affect the Building Structure.

Further, prior to the installation of the satellite dishes,
communication antennas and related equipment, Tenant shall secure and shall
at all times thereafter maintain all required approvals and permits of the
Federal Communications Commission and all other government authorities
having jurisdiction over the dishes, the Property and/or Tenant's business,
including it communications, operations and facilities.  Tenant shall at all
time comply with all laws and ordinances and all rules and regulations of
municipal, state and federal governmental authorities relating to the
installation, maintenance, height, location, use, operations, and removal
of the satellite dishes, communication antennas and related equipment and
shall fully indemnify Landlord against any loss, cost, or expense which may
be sustained or incurred by its as a result of the installation,
maintenance, operation, or removal of the satellite dishes, communication
equipment and related equipment.  Landlord makes no representation that
applicable laws, ordinances or regulations permit the installation or
operation of the satellite dishes or communication antennas at the Property.

At the expiration or earlier termination of the Lease, the satellite
dishes and the related equipment installed by Tenant shall be removed by
Tenant, at Tenant's sole cost and expense, and Tenant shall restore the
Building and the Property to as good condition as existed immediately prior
to installation of the satellite dishes and related equipment.

11.     Landlord and Tenant agree to work together in order to save
costs in connection with the construction and add value to the design of the
Base Building Work in order to prepare the Property for Tenant's
requirements for additional security, additional structural support, and
additional electrical capacity.

                                    EXHIBIT "E"
                                    -----------

                              RULES AND REGULATIONS
                              ---------------------


1.      No birds, animals, reptiles, or any other creatures may be brought
into or about the Building except for animals used to assist a disabled
person.

2.      Nothing may be swept or thrown into any exterior areas.

3.      Tenant shall cooperate with Landlord's agents and/or employees in
keeping the Premises neat and clean.

4.      Driveways, sidewalks, doorways, vestibules, halls, stairways, and
similar areas may not be obstructed by any Tenant or Tenant's employees,
agents attorneys, contractors, licensees or invitees (each, a "Tenant Party"),
or used for any purpose other than ingress and egress to and from the
Premises, or for going from one part of the Building to another part of the
Building.

5.      Subject to the terms of the Lease, Landlord or its agents or employees
may enter the Premises to examine the same or to make repairs, alterations,
or additions as Landlord deems necessary for the safety, preservation, or
improvement of the Building.

6.      Except as otherwise permitted in the Lease, Tenant may not do anything,
or permit anything to be done, in or about the Building, or bring or keep
anything in the Building that in any way increases the possibility of fire
or other casualty, or do anything in conflict with the valid laws, rules,
or regulations of any governmental authority.

7.      The floor load for the Building is 500 pounds per square foot.  Tenant
shall not overstress any portion of the floor in excess of such floor load.
 All damage done to the Building by the improper placing of heavy items that
overstress the floor will be repaired at the sole expense of the Tenant.

8.      Provided that Tenant has personnel at the Premises 24 hours per day,
every day of the year, Tenant shall not be required to furnish Landlord with
keys to the Premises for emergency access.  In the event Tenant does not
have personnel at the Premises 24 hours per day, every day of the year, all
necessary keys for emergency access to the Premises shall be furnished to
Landlord by Tenant.  All keys to the Premises and all locks located therein
must be surrendered to Landlord upon termination of this Lease.  Landlord
shall supply Tenant at no cost one set of all keys for the Premises.  Tenant
shall pay Landlord for all additional keys to the Premises requested by
Tenant.  Tenant shall give Landlord the combination for all locks on the
doors and vaults at the termination of this Lease.

9.      Tenant shall comply with parking rules and regulations as may be posted
and distributed from time to time.

10.     Plumbing and appliances may be used only for the purposes for which
constructed.  No sweeping, rubbish, rags, or other unsuitable material may
be thrown or placed therein.  Any stoppage or damage resulting to any
fixtures or appliances from misuse by any Tenant Party is payable by Tenant.

11.     No signs, posters, advertisements, or notices may be painted or
affixed on any windows, doors, or other parts of the Building, except as
expressly permitted by the Lease or in colors, sizes, and styles, and in
places, approved in advance by Landlord.  Landlord has no obligation or duty
to give this approval.  Landlord may remove all unapproved signs without
notice to Tenant, at the expense of Tenant.

12.     No portion of the Building may be used as lodging rooms or for any
unlawful purposes.

13.     Landlord may control all internal lighting that is visible from the
exterior and may change any unapproved lighting without notice to Tenant,
at Tenant's expense.

14.     Landlord may rescind any of these Rules and Regulations and make other
future Rules and Regulations as in the judgment of Landlord are from time
to time needed for the safety, protection, care, and cleanliness of the
Building.  Those rules, when made and notice thereof given to Tenant, are
binding upon Tenant in the same manner as the original rules.

15.     Tenant shall not permit any Tenant Party to hold, carry, smoke, or
dispose of a lighted cigar, cigarette, pipe, or any other lighted smoking
equipment in the Building.


                                   EXHIBIT "F"
                                   -----------

                                     PARKING
                                     -------


Landlord shall make available to Tenant at the commencement of the Lease
Term the use of approximately 638 parking spaces (the "Spaces") in the
surface parking lots of the Project located on the Property  (the "Parking
Area") on an unreserved basis.

It is hereby agreed and understood that Landlord's sole obligation
hereunder is to make the Spaces available to Tenant.  Tenant's right to the
use of such Spaces shall be subject to compliance with the rules and
regulations promulgated from time-to-time by the manager of such Parking
Area, if any.  Unless caused by the gross negligence or willful misconduct
of Landlord or Landlord's agents, employees or contractors, Landlord shall
have no liability whatsoever for any property damage, loss or theft and/or
personal injury which might occur as a result of or in connection with the
use of the Spaces by Tenant, its employees, agents, servants, customers,
invitees and licensees EVEN IF THE SAME IS CAUSED BY THE NEGLIGENCE OF
LANDLORD OR LANDLORD'S AGENTS, EMPLOYEES OR CONTRACTORS, and Tenant hereby
agrees to indemnify and hold Landlord harmless from and against any and all
costs, claims, expenses, and/or causes of action which Landlord may incur
in connection with or arising out of Tenant's use of the Spaces.




                                    EXHIBIT "G"
                                    -----------

                                   RENEWAL OPTION
                                   --------------


Provided that no event of default is continuing and no condition exists
which with the passage of time or the giving of notice or both would
constitute an event of default pursuant to this Lease and provided that
Tenant has not sublet the entire Premises during the Lease Term to a party
other than a Tenant Affiliate, and Tenant (or its subtenants) has
continuously occupied the Premises for the Permitted Use during the Lease
Term, Tenant (but not any assignee, other than a Tenant Affiliate, or
subtenant) shall have the right and option (the "Renewal Option") to renew
this Lease, by written notice delivered to Landlord no later than twelve
(12) months prior to the expiration of the initial Lease Term, for an
additional term (the "Renewal Term") of ten (10) years under the same terms,
conditions and covenants contained in the Lease, except that (a) no
abatements or other concessions, if any, applicable to the initial Lease
Term shall apply to the Renewal Term; (b) the Base Rental shall be equal to
ninety-five percent (95%) of the market rate (the "Fair Rental Value") for
comparable industrial/service space located in the relevant market area as
of the end of the initial Lease Term, taking into consideration all relevant
factors, including length of term, permitted uses, the quality, size design
and location of the Premises, including the condition and value of the
existing improvements owned by Landlord, as determined pursuant to the
process described below, (c) Tenant shall have no option to renew this Lease
beyond the expiration of the Renewal Term; and (d) all leasehold
improvements within the Premises shall be provided in their then existing
condition (on an "as is" basis) at the time the Renewal Term commences.
Failure by Tenant to notify Landlord in writing of Tenant's election to
exercise the Renewal Option herein granted within the time limits set forth
for such exercise shall constitute a waiver of such Renewal Option.  In the
event Tenant elects to exercise the Renewal Option as set forth above,
Landlord shall, within thirty (30) days thereafter, notify Tenant in writing
of the proposed rental rate for the Renewal Term (the "Proposed Renewal
Rental").  Tenant shall within thirty (30) days following delivery of the
Proposed Renewal Rental by Landlord notify Landlord in writing of the
acceptance or rejection of the Proposed Renewal Rental.  If Tenant accepts
Landlord's proposal, then the Proposed Renewal Rental shall be the rental
rate in effect during the Renewal Term.  Failure of Tenant to respond in
writing during the aforementioned thirty (30) day period shall be deemed an
acceptance by Tenant of the Proposed Renewal Rental.  Should Tenant reject
Landlord's Proposed Renewal Rental during such thirty (30) day period, then
Landlord and Tenant shall negotiate during the thirty (30) day period
commencing upon Tenant's rejection of Landlord's Proposed Renewal Rental to
determine the rental for the Renewal Term.  In the event Landlord and Tenant
do not agree in writing to a rental for the Renewal Term during said thirty
(30) day period, as provided above, they each shall, not later than ten (10)
days after the end of the period for attempting to agree upon Base Rental,
appoint an independent M.A.I. appraiser who shall have at least ten (10)
years experience in the commercial real estate market in which the Premises
is located and shall be familiar with the valuation of comparable property
in such area and otherwise qualified to act as an expert witness over
objection to give opinion testimony addressed to the issue in a court of
competent jurisdiction.  Within said ten (10) day period, each party shall
notify the other party in writing of the name, address, telephone number and
qualifications of its appraiser so appointed.  If either party shall fail
to notify the other party of its named appraiser within said ten (10) day
period, the determination of Base Rental by the single appraiser appointed
shall be conclusive and binding upon both Landlord and Tenant.  In the event
a Tenant Affiliate exercises the Renewal Option, Tenant shall remain liable
under this Lease during the Renewal Term.

        (i)     The appraisers appointed hereunder shall determine the Fair
        Rental Value for the Premises as of the date of calculation thereof.

        (ii)    The appraisers shall report in writing within thirty (30) of
        his/her appointment to the party appointing him/her their opinion as to
        the Fair Rental Value.  Each party shall, promptly upon receipt of the
        appraisal report from its appraiser, provide the other party with a copy
        thereof.  As soon as practicable thereafter, Landlord and Tenant shall
        meet at such times as they shall mutually agree and endeavor in good
        faith to agree upon the Base Rental based upon the reports of the
        appraisers.  If Landlord and Tenant are unable to agree on the Base
        Rental, the appraisers shall appoint a third appraiser, qualified as
        aforesaid, who shall, within thirty (30) days of his/her appointment,
        determine the Fair Rental Value to be the rental rate set forth in one
        of the two appraisal reports previously prepared.   In the event that
        the two originally appointed appraisers cannot for any reason agree on
        a third M.A.I. appraiser, then either Landlord or Tenant, on behalf of
        both, may request appointment of such third M.A.I. appraiser by the then
        Chief Judge of the United States District Court having jurisdiction over
        the Premises, and neither party shall raise any question as to such
        Judge's full power and jurisdiction to entertain the application for and
        make such appointment hereunder.

        (iii)   In the use of appraisers hereunder, each party shall pay the
        fees and expenses of its own appraiser and shall share equally the fees
        and expenses of any third appraiser appointed hereunder.

Upon exercise of the Renewal Option by Tenant and subject to the
conditions set forth hereinabove, the Lease shall be extended for the period
of such Renewal Term without the necessity of the execution of any further
instrument or document, although if requested by either party, Landlord and
Tenant shall enter into a written agreement modifying and supplementing the
Lease in accordance with the provisions hereof.  Any termination of the
Lease during the initial Lease Term shall terminate all renewal rights
hereunder.  The renewal rights of Tenant hereunder shall not be severable
from the Lease, nor may such rights be assigned or otherwise conveyed in
connection with any permitted assignment of the Lease except to a Tenant
Affiliate.  Landlord's consent to any assignment of the Lease shall not be
construed as allowing an assignment of such rights to any assignee.







                                    EXHIBIT "H"
                                    ----------

                             FORM OF LETTER OF CREDIT
                             ------------------------


SILICON VALLEY BANK            3003 Tasman Drive, Santa Clara, CA 95054, U.S.A.
International Division                           Swiss Address: SVBKUS6S
                       Telex No. 8732587  Answer Back: 5V8 TF


TRANSFERABLE, ASSIGNABLE, IRREVOCABLE STANDBY LETTER OF CREDIT NO.
___________

DATE: ___________

BENEFICIARY:    Cameron Road Corporate Park Ltd., its successors and/or
          transferees and/or assigns
          c/o Transwestern Property Company
          Barton Oaks Plaza
          901 MoPac Expressway, Suite 250
          Austin, Texas 78746
          Attn: Controller

APPLICANT:      Exodus Communications, Inc.
          2831 Mission College Blvd.
          Santa Clara, CA 95054
          As "Tenant"

AMOUNT:         $800,000.00

EXPIRY DATE:    January 1, 2000

LOCATION:               At our counter in Santa Clara

Dear Sir/Madam:

We hereby establish our Irrevocable Standby Letter of Credit No.
__________ in your favor, available for negotiation with any bank of
Beneficiary's Draft at sight drawn on us, and accompanied
by the following documents:

1. The original of this Letter of Credit and all amendments if any.

2. A signed and dated certification from a duly authorized officer or
member of the Beneficiary followed by its designated title stating the
following:

"An event of default (as defined in the Lease) has occurred by
Exodus Communications, Inc., as Tenant under that certain Lease
Agreement between Tenant and Cameron Road Corporate Park Ltd., as
Landlord.  Furthermore this is to certify that: (i) Landlord has
given written notice to Tenant to cure the default, if required
pursuant to the terms of the Lease; (ii) such default has not been
cured up to this date of drawing under this Letter of Credit; and
(iii) the terms and conditions of the Lease authorize Landlord to
now draw down on this Letter of Credit."


Special Condition:

It is a condition of this Letter of Credit that it will be deemed
automatically renewed without an amendment for a period of one year from
the present or each future expiration date unless at least thirty (30)
days prior to such Expiry Date we notify you in writing sent by overnight
mail that we elect not to renew this Letter of Credit and thereafter
treat such case as a portion of the security deposit.

In no event shall this Letter of Credit be automatically extend beyond
January 1, 2002.

All documents including draft(s) must indicate the number and date of
this credit.  Each draft presented hereunder must be accompanied by this
original Letter of credit for our endorsement thereon of the amount of
such draft(s).

Documents must be sent to us via overnight courier (i.e., Federal
Express, UPS, DHL or any other express courier) at our address:

          Silicon Valley Bank
          3003 Tasman Drive
          Santa Clara, CA  95054
          Attn:  International Division

We hereby engage with drawers and/or bonafide holders that draft(s) drawn
under and negotiated in conformance with the terms and conditions of the
subject credit will be duly honored on presentation.

This credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication 500.



Authorized Signature            Authorized Signature







                                    EXHIBIT "I"
                                    -----------

                                  PURCHASE OPTION
                                  ---------------

Provided Tenant is not in default of any of the terms, covenants and
conditions of this Lease, Tenant shall have a one time option to purchase
the Project provided Tenant notifies Landlord of its intent to purchase
the Project no later than December 1, 2000.  In the event Tenant timely
exercises its right purchase the Project, Landlord and Tenant agree to
enter into a binding purchase and sale agreement, in a form reasonably
acceptable to Landlord and Tenant, within thirty (30) days after
notifying Landlord of Tenant's intent to purchase the Project, which
purchase and sale agreement shall provide for the closing of the
transaction during the calendar month of March, 2001.  The sale of the
Project by Landlord to Tenant shall be on an "AS-IS, WHERE-IS" basis
and condition.  Landlord and Tenant will enter into good faith
negotiations to finalize the form of the sale and purchase agreement on
or before July 31, 1999.   The purchase and sale agreement executed by
Landlord and Tenant shall provide for the assignment by Landlord to
Tenant of all assignable warranties and guaranties relating to the
construction of the Building, together with the assignment by Landlord to
Tenant of all leases and other occupancy agreements affecting the
Project.  All costs of the closing of Tenant's acquisition of the Project
shall be paid by Tenant, except that Landlord shall pay Landlord's
attorneys' fees.  Landlord shall have no obligation to provide title
insurance to Tenant, but rather it shall be the obligation of Tenant to
obtain such assurances with respect to the status of title to the Project
as Tenant may required.  If Tenant timely exercises its right to purchase
the Project, the closing of Tenant's acquisition of the Project shall
occur during the calendar month of March, 2001.  If Tenant does not
exercise its option by December 1, 2000, such purchase option shall
terminate.

Tenant shall have the unconditional right to assign its right to
purchase the Project to (i) a Tenant Affiliate (as defined in Paragraph
13(d) of the Lease) and (ii) a third party as part of a sale/leaseback,
operating lease or similar transaction pursuant to which Tenant (or a
Tenant Affiliate) leases the Project from such third party pursuant to a
written lease.

          The purchase price for the Project is $16,937,000.

                                    EXHIBIT "J"
                                    -----------

                                RIGHT OF OPPORTUNITY
                                --------------------


In the event Landlord acquires land adjacent to the Property and desires
to construct an industrial warehouse building thereon (the "Adjacent
Land"), then, provided that Tenant is not in default of any of the
terms, covenants and conditions of this Lease, prior to leasing to a
third party any of the area within the building to be constructed on the
Adjacent Land (the "Opportunity Space"), Landlord shall deliver to
Tenant a written statement ("Statement") (i) granting Tenant the
opportunity to lease all or a portion of the Opportunity Space (the
"Right of Opportunity") and (ii) including a general description of
such Opportunity Space. Tenant shall have ten (10) business days after
receipt of the Statement within which to notify Landlord in writing that
it elects to lease all or a portion of the Opportunity Space and
designating the amount of space desired by Tenant.  Failure by Tenant to
notify Landlord in writing of Tenant's election to exercise the Right of
Opportunity herein granted within the time limits set forth for such
exercise shall constitute a waiver of such Right of Opportunity.  In the
event Tenant elects to exercise the Right of Opportunity as set forth
above, Landlord and Tenant shall negotiate in good faith for a period of
thirty (30) days after Landlord's receipt of Tenant's notice electing to
lease all or a portion of the Opportunity Space, the business terms of
such lease, including without limitation the Base Renal for such
Opportunity Space, the finish allowance, if any, to be provided by
Landlord in connection with the Opportunity Space, the rent commencement
date of the lease of the Opportunity Space, the expansion and/or renewal
options, if any, applicable to the Opportunity Space, the parking to be
provided in connection with the Opportunity Space, and the security
deposit and other collateral to be paid in connection with the
Opportunity Space.  In the event Landlord and Tenant reach an agreement
on the business terms for the Opportunity Space within such thirty (30)
day period, Landlord and Tenant shall promptly enter into a lease for the
Opportunity Space, which lease shall be substantially upon the terms and
conditions set forth in this Lease, except for the specific business
terms applicable to the Opportunity Space. In the event Landlord and
Tenant fail to reach an agreement regarding the business terms applicable
to the Opportunity Space, Tenant shall have no further rights hereunder
with respect to such space and Landlord shall be entitled to lease such
space to any third party upon such terms and conditions as Landlord shall
elect, in its sole discretion.



                                   EXHIBIT "M-1"
                                   -------------

                         CERTAIN IMPROVEMENTS OWNED BY TENANT
                         ------------------------------------

Notwithstanding anything to the contrary in this Lease and provided
that Tenant is not in default under the Lease, at the expiration or
earlier termination of this Lease, Tenant shall have the right to remove
the following items from the Premises and other areas related thereto
subject to Tenant's surrender obligations relating to restoration of the
Premises as set forth in Paragraphs 9 and 30 of the Lease:
3.      Permanent and temporary generator systems including enclosures and
fuel tanks with the associated electronic and manual switch gear.
4.      Intentionally Omitted.
5.      Raised Flooring, racking, cage materials, cabinets and patch
panels.
6.      UPS Battery Systems including related electrical switch gear.
7.      Any customer satellite dishes installed on roof or parking lot
areas.
8.      FM200 fire suppression canisters, piping and nozzles; provided that
the sprinkler system installed as part of the Base Building Work is
in good working order.
9.      VESDA or smoke sensor stations in ceiling or floor area.
10.     Inside or outside security cameras, access card reader stations,
VCR, multiplexer, monitors and computers.
11.     Partition and conference room furniture systems and freestanding,
cabinets, storage units.
12.     Telephone and voice mail system with desk stations and
receptionist, computers, servers, printers, phone sets.
13.     Fiber Muxes or other Telco equipment installed in MPOE rooms.
14.     Emergency distribution board and telephone backboard with
connectors.
15.     Maintenance bypass electronic and manual switch gear.
16.     Power Distributions Units installed by or for Tenant on the
Premises.
17.     Kitchen appliances like microwaves, refrigerators and vending
machines.
18.     Console monitors, screen projection and screens in command center.
19.     Bulletproof/resistant glass installed by or for Tenant on the
Premises.
20.     Satellite dishes or other communications equipment installed by or
for Tenant on roof, in the Parking Areas or elsewhere on the
Property.
21.     Customer and vendor equipment and related materials.
22.     Tenant, Tenant Customer and Tenant Vendor personal property.

                                   EXHIBIT "M-2"
                                   -------------

                        IMPROVEMENTS TO REMAIN IN THE PREMISES
                        --------------------------------------


          Unless otherwise requested by Landlord to remove such improvements,
          the following is a description of the minimum Building improvements
          which Tenant shall deliver to Landlord upon expiration or
          termination of the Lease, such improvements shall be in a good and
          working condition and in locations which shall not require
          relocation or alteration in order for Landlord to operate the
          Project as two (2) multi-tenant warehouse/distribution buildings:

UTILITIES:

ELECTRICAL:   3 Phase 480/277 volts provided into the Buildings with at
          least two (2) transformers per Building.
          Underground electrical conduit shall remain to connect each
          building for joint building users.

          Building I = A minimum of 1674 KVA in 2 services (1000 amps each)
          Building II = A minimum of 1052 KVA in 2 services ( 633 amps each)

          Building I - at least two 1000 amp services, one at each rear
          corner of the Building.  Building II - at least two 633 amp
          services, one at each rear corner of the Building.

          The electric service shall be brought into Tenant's space from the
          electrical service gutters on the exterior of the Building.

FIBEROPTICS: Fiberoptic cabling and conduit shall remain in place to the
          Building as installed.

PLUMBING:  All plumbing systems in the Building will be left intact
          including rest rooms, break rooms, kitchens and drinking fountains.

LANDSCAPING & FENCING:  Landscaping shall be left fully irrigated with
          automatic timer.  Perimeter fence, gating and gate opening system
          left in place.

SPRINKLER SYSTEM (FIRE CONTROL):  Water System in place in accordance
          with original design pursuant to the Base Building Plans.  Lines
          run every 5' 0".  Roof smoke vents to remain.  Nine (9) on-site
          fire hydrants.

AIR CONDITIONING:  Tenant shall leave the Buildings with a minimum air
          conditioning service of  390 tons of cooling to Building I and 260
          tons of cooling to Building II (one ton per 275 SF) configured to
          allow operation of each Building as a multi-tenant
          warehouse/distribution building.

LOADING DOCKS:  4'0" high, 1 per bay.  All docks are to be opened as
          originally designed in the Base Building Plans.

OVERHEAD DOORS AT EACH DOCK:  9'0" wide x 10'0" high overhead doors
          shall be reinstalled as originally designed in the Base Building
          Plans, including stairs and other dock equipment.

FIRE EXITS & STAIRS IN DOCK AREA:  one (1) 3' x 7' exit every 100 feet as
          per the Base Building Plans.

OTHER FIRE EXITS:  3' x 7' as per the Base Building Plans

ROOFS: The R factor for the roof insulation shall be R-19 or better.
          All roof penetrations shall be repaired per original manufacturer's
          roof specifications existing at the time.

BUILDING FRONT WINDOWS: The view out the glass windows of both buildings
          will be restored as originally designed in the Base Building Plans.

TRUCK COURT:  The truck court will be cleared of all structures and
          materials.  In addition, any damage due to Tenant use such as
          drilling, fastening, equipment vibration, cracking due to weight of
          generators and other Tenant equipment, shall be repaired and the
          area on which the Storage Corridor was located and any other
          portion of the truck court which is not paved with concrete shall
          be paved with concrete.

BASE BUILDING:  The Building(s) exterior and interior base Building walls
          shall be restored to their original condition, normal wear and tear
          excepted.


                                     EXHIBIT "N"
                                     -----------

                        FORM OF SUBORDINATION, NON-DISTURBANCE
                        --------------------------------------
                               AND ATTORNMENT AGREEMENT
                               ------------------------


        SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT (this
"Agreement"), made this __________ day of _______________, 1999,
by and among EXODUS COMMUNICATIONS, Inc., a Delaware corporation
("Tenant"), MELLON BANK, N.A., a national banking association
("Mortgagee"), and CAMERON ROAD CORPORATE PARK, LTD., Texas
limited partnership ("Owner").

                                 WITNESSETH THAT:
                                 ----------------

WHEREAS, Owner owns certain land located in Travis
County, Texas, as more particularly described on Exhibit A attached
hereto;

WHEREAS, pursuant to the Mortgage (hereinafter
defined), Owner has granted to Mortgagee a first mortgage lien on,
among other things, said land and all improvements now existing or
hereafter constructed thereon (the "Mortgaged Property"), as
security for the Note (as defined in the Mortgage): and

WHEREAS, pursuant to the Lease (hereinafter defined),
Owner leased to Tenant a portion of the Mortgaged Property;

NOW, THEREFORE, in consideration of the mutual
covenants and agreements therein contained, and for other good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:

1.      Definitions.  In addition to other words and terms
defined elsewhere in this Agreement, as used herein the
following words and terms shall have the indicated meanings,
respectively, unless the context hereof otherwise clearly
requires:

(a)     "Assignment" shall mean the Assignment of Leases and
Rents dated as of March 2, 1999 made by Owner in favor
of Mortgagee, as the same may be amended, modified or
supplemented from time to time.

(b)     "Foreclosure Sale" shall mean any sale or transfer of
the Mortgaged Property pursuant to any foreclosure of
or any power of sale under the Mortgage or pursuant to
a deed in lieu of foreclosure.

(c)     "Foreclosure Successor" shall mean the Mortgagee or
other Person succeeding to the interest of Owner in the
Mortgaged Property as a result of a Foreclosure Sale.

(d)     "Lease" shall mean the Lease Agreement dated June
____, 1999 between Owner and Tenant, pursuant to which
Owner leased a portion of the Mortgaged Property to
Tenant, as the same may be amended, modified,
supplemented, extended or renewed from time to time.

(e)     "Mortgage" shall mean the Deed of Trust and Security
Agreement dated as of March 2, 1999, made by Owner in
favor of Mortgagee and recorded in Volume 13383, Page
1009 in the Real Property Records of Travis County,
Texas, as the same may be amended, modified,
supplemented, increased, extended, renewed or
consolidated from time to time.

(f)     "Person" shall mean an individual, corporation,
partnership, trust, unincorporated association, joint
venture, joint-stock company, government (including
political subdivisions), governmental authority or agency,
or any other entity.

2.      Subordination.  Tenant and Owner confirm and agree that the
Lease and the terms and provisions thereof now are, and shall
at all times continue to be subject and subordinate in each
and every respect to the Mortgage and the terms, provisions
and lien thereof.

3.      Non-Disturbance.  So long as Tenant is not in default under
the Lease beyond any applicable cure period, neither the
Lease nor the estate created thereby, nor any rights of
Tenant under the Lease, will be discharged by a Foreclosure
Sale, but the estate and all rights of Tenant under the Lease
(subject to the provisions hereof) will remain undisturbed
and unaffected thereby.


4.      Attornment.  Tenant hereby agrees that, in the event of a
Foreclosure Sale, Tenant will and does hereby attorn to the
Foreclosure Successor so that the relationship of landlord
and tenant shall exist between such Foreclosure Successor and
Tenant, provided that such Foreclosure Successor shall not
(a) be bound by the payment of rent to any prior landlord
(including Owner) made more than one calendar month in
advance of accrual thereof, (b) be subject to any offsets or
defenses Tenant might have against any prior landlord
(including Owner), (c) be liable for the refund of any
security deposit made by Tenant to any prior landlord
(including Owner) unless such security deposit or portion
thereof is assigned or transferred to such Foreclosure
Successor, (d) be liable for any act or omission of any prior
landlord (including Owner), (e) be bound by any provision in
the Lease which obligates the landlord to complete the
initial construction of any building or structure (including
any work necessary to prepare the leased premises for
Tenant's occupancy), provided, however, that  if Mortgagee
shall foreclose before such initial construction is
completed, Tenant shall, for thirty (30) days following
foreclosure, have the right to purchase the Mortgaged
Property for an amount which would satisfy the then
outstanding Loan balance and all related Loan costs, or (f)
be bound by any amendment or modification to the Lease
entered into without the consent of Mortgagee.

5.      Casualty, Condemnation.  The parties hereto hereby agree that
the terms, covenants and agreements of Sections 2.05 and 2.06
of the Mortgage shall apply in the event of any casualty to
the Mortgaged Property or any taking by eminent domain of the
Mortgaged Property.

6.      Consent to Assignment of Lease; Payment of Rents.  Tenant
hereby consents to the assignment by Owner to Mortgagee of
all the right, title and interest of Owner in and to the
Lease pursuant to the Assignment and to the terms and
provisions of the Assignment.  Said Assignment includes,
among other things, the full and complete assignment by Owner
to Mortgagee of all right, power and privilege of Owner to
direct the party to whom rents and other payments under the
Lease are to be  paid, which right to direct payment is
unconditional and unrestricted and may be exercised by
Mortgagee at any time, both before and after the occurrence
of any default under the Mortgage.  Pursuant to such right to
direct payment, Mortgagee hereby directs Tenant, until
further notification by Mortgagee, to pay all rents and other
amounts payable by Tenant under the Lease to Owner.  Upon
request by Mortgagee that Tenant pay all rents and other
amounts payable by Tenant under the Lease directly to
Mortgagee or any other Person, Tenant thereafter shall make
all such payments directly to Mortgagee or such other Person
at the address set forth in such request, until further
notification by Mortgagee.

7.      Mortgagee Right to Cure Lease Defaults.  If Owner fails to
cure a default under the Lease within the applicable cure
period thereunder, Tenant shall give written notice to
Mortgagee specifying the default, specifying that Owner has
failed to cure the default within the applicable cure period
and specifying the steps necessary to cure the default and
Mortgagee shall have the right (but not the obligation) to
cure such default.  Mortgagee shall have 30 days after
receipt of such notice (or such longer period of time as may
be reasonably necessary, but no more than 90 days) to cure
such default or cause it to be cured, if Mortgagee elects to
do so.  During such cure period, Tenant shall not terminate
the Lease or exercise any other remedy thereunder with
respect to such default.

8.      No Assumption by Mortgagee.  Tenant acknowledges and agrees
that Mortgagee has not assumed and does not have any
obligation or liability under or pursuant to the Lease by
reason of the Mortgage or the Assignment.

9.      Tenant Representations.  Tenant represents and warrants to
Mortgagee that (a) the Lease is in full force and effect, is
valid and binding upon the parties hereto in accordance with
its terms and has not been amended, modified or supplemented
(orally or in writing), (b) neither Tenant nor Owner is in
default under the Lease, (c) all rent and other payments
payable by Tenant under the Lease and due on or prior to the
date hereof have been paid, no rent or other payment under
the Lease has been paid more than one calendar month in
advance of the accrual thereof and Tenant has no offsets or
defenses to the payment of rent or other payments under the
Lease.

10.     Tenant Covenants.  Tenant covenants and agrees with Mortgagee
that, without the prior written consent of Mortgagee, (a)
Tenant will not pay rent under the Lease more than one
calendar month in advance of the accrual thereof, (b) Tenant
will not amend, modify or (by agreement with Owner) terminate
the Lease, (c) Tenant will not assign or pledge the Lease or
the rights or obligations thereunder (an assignment to a
Tenant Affiliate, as defined in the Lease, shall not be
subject to Mortgagee's prior consent), and (d) no waiver by
Owner of any of the obligations of Tenant under the Lease, no
consent, approval or election made by Owner in connection
with the Lease and no termination of the Lease by Owner shall
be effective as against Mortgagee.


11.     Notices.  Tenant shall mail or transmit copies of all written
notices (other than routine notices transmitted in the ordinary
course of business) it may give Owner with respect to the Lease to
Mortgagee simultaneously with the delivery or mailing of such
notices to Owner.  All notices or other communications which are
required or permitted hereunder to be given to any party shall be
in writing and shall be deemed sufficiently given if delivered
personally or by registered or certified mail, return receipt
requested, to the address of such party specified below, or to
such other address as the addressee may have specified in a notice
duly given to the sender as provided herein:

(a)     If to Mortgagee, at Mellon Bank, N.A.; One Mellon Bank
Center; Suite 5325; Pittsburgh,
Pennsylvania  15258.

(b)     If to Tenant, at:  2831 Mission College Blvd., Santa
Clara, California 95054-1838.

(c)     If to Owner, at: Barton Oaks Plaza One, Suite 520; 901
MoPac Expressway South; Austin, Texas 78746.

12.     Miscellaneous:

(a)     This Consent shall be governed by, and construed in
accordance with, the laws of the State where the Mortgaged
Property is located.  This Consent may be executed in any
number of counterparts and all of such counterparts shall
together constitute one and the same instrument.

(b)     Tenant hereby acknowledges and agrees that (i) any
Foreclosure Successor shall have the right to assign
its rights and obligations under the Lease to any other
Person to whom the Mortgaged Property is transferred,
and upon such assignment such Foreclosure Successor
shall have no further obligation or liability under the
Lease (but shall not be relieved of any obligations
occurring during its ownership of the Mortgaged
Property), and (ii) the obligations of any Foreclosure
Successor under the Lease shall not be personal
obligations of such Foreclosure Successor, and recourse
on such obligations may be had only against the right,
title and interest of such Foreclosure Successor in and
to the Mortgaged Property, and the proceeds of any sale
of the same.

(c)     Tenant agrees to execute and deliver all such
instruments and documents and take all such action as
Mortgagee may from time to time reasonably request in
order to effectuate fully the purposes of this
Agreement.  Without limiting the generality of the
foregoing, Tenant agrees that, within ten (10) business
days after receipt of request therefor from Owner or
Mortgagee, Tenant will execute and deliver to Owner and
Mortgagee a tenant estoppel certificate in the form
attached as Exhibit B hereto.

(d)     This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective
successors and assigns.





EXECUTED as of the day and year first above written.


                    EXODUS COMMUNICATIONS, INC.

                    By:____________________________
                    Name:__________________________
                    Title:____________________________


                    MELLON BANK, N.A.

                    By:____________________________
                    Name:__________________________
                    Title:____________________________


                    CAMERON ROAD CORPORATE PARK,
                     LTD.

                    By:  Transwestern Cameron L.P.,
                    general partner


                    By:  Transwestern Cameron GPI,
                    L.L.C.


                    By:_______________________Name
                    :_____________________
                    Title:_______________________





                                    Exhibit B
                                    ---------

          TO:     MELLON BANK, N.A. and/or whom else it may concern:

          THIS IS TO CERTIFY THAT:


1.      The undersigned is the lessee (Tenant)under that certain
Lease (Lease) dated _____________________ by and between
__________________ as lessor (Landlord) and _____________
as lessee, covering the _________________ in those certain
premises commonly known as _______________________________
__________________________________________________________

2       The Lease is in full force and effect and has not been
modified, changed, altered or amended in any respect (except
as indicated following this sentence) and is the only Lease or
agreement between the undersigned and the Lessor affecting
said premises.  If none, state "none."
___________________________________________________________
___________________________________________________________

3       Neither the undersigned nor, to the undersigned's best
knowledge, the Lessor is in  default in the performance or
observance of any of its obligations under the Lease, the
undersigned is not aware of any event or condition which, with
notice or the lapse of time or both, would constitute such a
default, and the undersigned is entitled to no credit, free
rent or deduction from rent and has no offsets or defenses to,
or counterclaims in respect of, its obligations under the
Lease (except as indicated following this sentence).  If none,
state "none." ____________________________________________
____________________________________________________________

4       The undersigned has made no agreements with Lessor or its
agents or employees concerning free rent, partial rent, rebate
of rental payments or any other type of rental concession
(except as indicated following this sentence).  If none, state
"none." ___________________________________________________
_____________________________________________________________

5.      The undersigned has accepted and now occupies the premises,
and is and has been open for business since _______________,
19__.  No rent has been prepaid for more than one (1) month
and all rent has been paid up to and including the installment
due _____________, 19__.  The fixed minimum rent being paid
as above is $_____________ per month.

6.      The undersigned has received or will receive payment or credit
for tenant improvement work in the total amount of $_________
(or if other than cash, describe below).  If none, state
"none."  ___________________________________________________
______________________________________________________________

7.      The Lease contains an option to purchase the premises (such
option to be exercised no later than December 1, 2000) which
option [has] [has not] been exercised by Tenant.

8.      No actions, whether voluntary or otherwise, are pending
against the undersigned under the bankruptcy or other
insolvency laws of the United States or of any state thereof.

9.      Upon receipt of notice from Mellon Bank, N.A. or any successor
mortgagee under any mortgage encumbering Lessor's interest in
the premises demised by the Lease (Mortgagee) directing the
undersigned to pay all rent, additional rent and other charges
payable under the Lease to such Mortgagee, the undersigned
will thereafter make all such payments directly to such
Mortgagee until notified to the contrary by such Mortgagee.

Dated this __________ day of ___________, 19___.



                                        _________________________, LESSEE

                                        By:______________________________

                                        Its______________________________



                                    EXHIBIT "P
                                    ----------

                        TENANT'S CONFIDENTIALITY AGREEMENT
                        ----------------------------------
                       CONFIDENTIAL NONDISCLOSURE AGREEMENT
                       ------------------------------------

Proprietary Information is technical or business information (1)
concerning the operation of an internet data center ("IDC"), including,
without limitation, the type of equipment used and the configuration of such
equipment in an IDC, and the identity of any customers of Exodus
Communications, Inc. ("Exodus") and (2) information Exodus has received from
third parties under an obligation to maintain as confidential.

Visitor agrees not to disclose the Proprietary Information to any third
party.  Visitor agrees to use the Proprietary Information only for purposes
expressly authorized in writing by Exodus and not to use it for Visitor's own
use.

The Visitor agrees that disclosure of Proprietary Information received
from Exodus shall be limited only to those of Visitor's (or Visitor's
employers) employees with a strict need to know for purposes expressly
authorized in writing by Exodus.

The obligations and duties set forth thereunder shall continue for a
period of three (3) years from the date hereof.

Visitor shall not expose Exodus to any of Visitor's proprietary or
confidential information, or to the confidential or proprietary information of
any third party.

The terms of a confidential nondisclosure agreement previously executed
by Exodus and Visitor (or Visitor's employer), if any, will supersede the
terms of this agreement.

Your signature on this line indicates that you have read the above
confidential nondisclosure agreement and have agreed to abide by its contents.

                                        Signature:

                                        Name:

                                        Title:

                                        Date:


                                   EXHIBIT "Q"
                                   -----------
                      ENCUMBRANCES AFFECTING THE PROPERTY
                      -----------------------------------

1.      Restrictive Covenant dated December 17, 1998, recorded in Volume 10850,
Page 65 of the Real Property Records of Travis County, Texas.

2.      Restrictive Covenant dated March 10, 1998, recorded in Volume 13204,
Page 13 of the Real Property Records of Travis County, Texas.

3.      Construction Easement recorded in Volume 13204, Page 17 of the Real
Property Records of Travis County, Texas.

4.     Covenants, conditions and restrictions as shown in Volume 100, Page 303-
305 of the Plat Records of Travis County, Texas.

5.      Standby fees, taxes and assessments by any taxing authority for the year
1999 and subsequent years not yet due and payable.

6.      Electric transmission and distributing line and appurtenances easement
granted to Texas Power & Light Company, by instrument dated September
26, 1927, recorded in Volume 408, Page 265 of the Deed Records of Travis
County, Texas.

7.      Electric transmission and distributing line and appurtenances easement
granted to Texas Power & Light Company, by instrument dated December 6,
1927, recorded in Volume 413, Page 185 of the Deed Records of Travis
County, Texas.

8.      Electric transmission and distributing line and appurtenances easement
granted to Texas Power and Light Company, by instrument dated January
13, 1930, recorded in Volume 446, Page 551 of the Deed Records of Travis
County, Texas.

9.      Electric transmission and distributing line and appurtenances easement
granted to Texas Power & Light Company, by instrument dated January 13,
1930, recorded in Volume 446, Page 552 of the Deed Records of Travis
County, Texas.

10.     Electric transmission and distributing line and appurtenances easement
granted to Texas Power & Light Company, by instrument dated May 12,
1936, recorded in Volume 544, Page 193 of the Deed Records of Travis
County, Texas.

11.     Covenant to dedicate the south 40 feet of an 80 foot wide road
right-of-way as set forth in instrument dated June 24, 1966 and recorded in
Volume 3147, Page 479 of the Deed Records of Travis County, Texas.

12.     Electric transmission and distribution circuits line easement granted
to the City of Austin by instrument dated January 14, 1987, recorded in
Volume 10067, Page 174 of the Real Property Records of Travis County,
Texas, as corrected by instrument recorded in Volume 10938, Page 1074 of
the Real Property Records of Travis County, Texas.

13.     Electric lines and systems and telephone line easement granted to the
City of Austin, by instrument dated October 9, 1989, recorded in Volume
11132, Page 429 of the Real Property Records of Travis County, Texas.

14.     Wastewater line easements granted to the City of Austin, each by
instrument dated February 23, 1998, recorded in Volume 13129, Pages 389
and 399 of the Real Property Records of Travis County, Texas.

15.     Wastewater line easement granted to the City of Austin, by instrument
dated March 10, 1998, recorded in Volume 13204, Page 7 of the Real
Property Records of Travis County, Texas.

16.     Drainage easements granted to the City of Austin, each by instrument
dated June 11, 1998, recorded in Volume 13204, Page 22 and 35 of the
Real Property Records of Travis County, Texas.

17.     The terms, conditions and stipulations set out in that certain
Subdivision Construction Agreement dated January 8, 1998, recorded in
Volume 13117, Page 539 of the Real Property Records of Travis County,
Texas.

18.     Public utilities, emergency access and electric easements as shown by
the Plat recorded in Volume 100, Pages 303-305 of the Plat Records of
Travis County, Texas.

19.     Building setback line 25 feet in width along the street property line(s)
as shown on the Plat recorded in Volume 100, Pages 303-305 of the Plat
Records of Travis County, Texas.

20.     Dedication to the public of the subject property as a detention basin
easement, as shown by the Plat recorded in Volume 100, Pages 303-305 of
the Plat Records of Travis County, Texas.

21.     Terms, conditions and stipulations of the instrument recorded in Volume
13236, Page 3730 of the Real Property Records of Travis County, Texas.

22.     Terms, conditions and stipulations of the instrument recorded in Volume
13226, Page 471 of the Real Property Records of Travis County, Texas.

23.     Obligation to grant additional easements to the City of Austin Electric
Utility Department as set forth on the Plat recorded in Volume 100,
Pages 303-305 of the Plat Records of Travis County, Texas.

24.     Vendor's Lien retained in Deed dated March 2, 1999, recorded in Volume
13383, Page 999, Real Property Records of Travis County, Texas, executed
by Transwestern Cameron L.P., a Delaware limited partnership to Cameron
Road Corporate Park, Ltd., securing the payment of one note of even date
therewith in the sum of $7,035,237.00, payable to Mellon Bank, N.A., and
additionally secured by Deed of Trust of even date therewith to Bruce R.
May, Trustee, recorded in Volume 13383, Page 1009, Real Property Records
of Travis County, Texas.

25.     Assignment of Leases and Rents dated March 2, 1999, recorded in Volume
13383, Page 1049, Real Property Records of Travis County, Texas,
executed by Cameron Road Corporate Park, Ltd., to Mellon Bank, N.A.

26.     Financing Statement filed March 5, 1999, recorded in Volume 13383, Page
1059, Real Property Records of Travis County, Texas, executed by Cameron
Road Corporate Park, Ltd., as debtor to Mellon Bank, N.A., as secured
party.

27.     Wastewater Easement dated April 1, 1999, recorded under Document No.
1999033800, Official Public Records of Travis County, Texas, executed by
Cameron Road Corporate Park, Ltd., to the City of Austin.


                                   EXHIBIT "R"
                                   -----------
                                   REMOVAL AREA
                                   ------------









                               BASIC LEASE INFORMATION
                               -----------------------
                   (Industrial Service Center Lease Agreement-Net)
                   -----------------------------------------------

Landlord :Cameron Road Corporate Park, Ltd.

          A.      Building: Cameron Road Office Park Buildings I and II

          B.      Address (for notices): c/o Transwestern Property Company,
                                             Barton Oaks Plaza One, Suite 520,
                                             901 MoPac Expressway South,
                                             Austin, Texas 78746
                                             Attn:

          C.      Telephone:  (512) 328-5600

Tenant: Exodus Communications, Inc.

          A.      Premises: The space containing approximately 178,650 square
                  feet, as shown on Exhibit "B"  hereto.

          B.      Address (for notices):

                    Exodus Communications, Inc.
                    2831 Mission College Blvd.
                    Santa Clara, California 95054
                    Attn: General Counsel
                    Telephone:________________________

Base Rental:            See Paragraph 1(b) of the Lease

Initial Estimated
Operating Expense Rental:     $1.5079 per square foot per year;
                              comprised of the following (estimated) components:
                              taxes: $1.26 per square foot per year;
                              insurance: $0.08 per square foot per year;
                              management fees: $0.1679 per square foot per year

Security Deposit:       $26,812.50 due and payable upon execution of the Lease.

Prepaid Rental:         $ 26,812.50 due and payable upon execution of the
Lease.


Tenant's Pro Rata Share:        One Hundred percent (100%)

Commencement Date:  The date Landlord delivers the Phase I Premises to Tenant.

Lease Term: A period of one hundred forty-four (144) months from the Rent
Commencement Date; provided that if the Rent Commencement Date is a date other
than the first day of a calendar month the Lease Term shall consist of one
hundred forty-four (144) calendar months in addition to the remainder of the
calendar month in which the Rent Commencement Date occurs, subject to renewal
as provided in Exhibit "G" to the Lease.

Approximate Rentable Area in the Premises: 178,650 square feet of Rentable
                                           Area

Approximate Rentable Area in the Project:  178,650 square feet of Rentable Area

Landlord's Agent(s): Transwestern Commercial Services

Guarantor(s):   None

Permitted Use:  Warehouse and distribution, office, research and development,
light industrial, internet data center and all legal uses related to the
foregoing.

The foregoing Basic Lease Information shall be construed in conjunction
with the references thereto contained in other provisions of the Lease and
shall be limited by such other provisions.  Each reference in the Lease to any
of the foregoing Basic Lease Information shall be construed to incorporate
each term set forth hereinabove as so limited.  In the event of any conflict
between any Basic Lease Information and the Lease, the terms of the Lease
shall control.



                              ADDENDUM TO EXHIBIT "D"
       TO LEASE AGREEMENT DATED JUNE __, 1999 BETWEEN EXODUS COMMUNICATIONS,
                     INC. AND CAMERON ROAD CORPORATE PARK, LTD.

        The parties acknowledge that the Tenant shall (1) request change
orders that will reconfigure or delete items from the Base Building Work
which, in turn, will result in cost savings to Landlord (the "Shell
Savings") and (2) request change orders that will reconfigure or add
items to the Base Building Work which, in turn, will result in
additional costs to Landlord (the "Shell Expenses").  The amount of the
Shell Savings and the Shell Expenses shall be calculated in good faith
by the parties as soon as practicable after the parties obtain the
information necessary to make such calculations.

        Notwithstanding anything to the contrary in the Lease, Landlord
shall deposit the Shell Savings into escrow, provided, however, that the
Landlord shall have no obligation to deposit into such escrow an amount
greater than the Shell Expenses.  Furthermore, the Shell Expenses shall
be deducted from the Allowance as set forth with more particularity in
the second full paragraph of Section 4 of the Work Letter Agreement.  By
way of example, if the Shell Expenses are $200,000 and the Shell Savings
are $220,000, Landlord will only be obligated to deposit $200,000 into
escrow and will be entitled to deduct $200,000 from the Allowance as
described in Section 4 of the Work Letter Agreement.  Similarly, if the
Shell Expenses are $250,000 and the Shell Savings are $220,000, Landlord
shall deposit $220,000 into escrow and will be entitled to deduct
$250,000 from the Allowance as described in Section 4 of the Work Letter
Agreement.

        The escrow for the Shell Savings shall be an interest bearing
escrow account with an escrow holder reasonably acceptable to Landlord
and Tenant, and shall have a term equal to four years from the Rent
Commencement Date, unless the Shell Savings are earlier disbursed in
full in accordance with the terms of the escrow.  If Tenant defaults
under this Lease and fails to cure such default within the applicable
cure period, if any, Landlord may, without prejudice to any other remedy
Landlord may have, use the Shell Savings to the extent necessary to cure
such default.  If Tenant purchases the Project as set forth in Exhibit
I, the Shell Savings shall (i) be released to Tenant at the closing of
such sale, and Landlord shall thereafter have no claim or right to the
Shell Savings, or, (ii) at Tenant's option, be released to Landlord as a
credit against the purchase price.  Except as set forth above, upon
expiration of the four year term of the escrow account, the Shell
Savings shall be (i) released to Tenant, provided that Tenant is then in
occupancy of both Building I and Building II in their entirety, or (ii)
released to Landlord if Tenant is not then in occupancy of Building I
and Building II in their entirety.  Landlord and Tenant shall work
together in good faith in the preparation of escrow instructions to
implement the foregoing.  The parties shall use commercially reasonable
efforts to ensure that such instructions are executed by the parties on
or before July 31, 1999.