<PAGE>
                                                                   EXHIBIT 10.2

                                  OFFICE LEASE



                                 by and between

                 THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK,

                                  as Landlord,


                                      and


                            EARTHLINK NETWORK, INC.

                                   as Tenant
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                               TABLE OF CONTENTS

                                                                            Page
                                                                            No.
                                                                           -----

SECTION I.        TERMS AND DEFINITIONS......................................  1

SECTION II.       PROPERTY LEASED............................................  2
         A.       Premises...................................................  2
         B.       Common Areas...............................................  2
         C.       Minor Variations in Area...................................  2
         D.       Substitution of Space......................................  2

SECTION III.      COMMENCEMENT OF TERM AND POSSESSION OF PREMISES............  3
         A.       Lease Commencement Date....................................  3
         B.       Completion of Tenant Improvements and Possession
                     of Premises.............................................  3
         C.       Extension of Lease Commencement Date.......................  3
         D.       Acceptance and Suitability.................................  4

SECTION IV.       RENT ......................................................  5
         A.       Monthly Rental.............................................  5
         C.       Rent and Additional Rent...................................  6

SECTION V.        REIMBURSEMENT OF COMMON EXPENSES...........................  6
         A.       Definitions................................................  6
         B.       Reimbursement.............................................   7
         C.       Rebate or Additional Charges..............................   8
         D.       Control of Common Areas...................................   8

SECTION VI.       SECURITY DEPOSIT See Addendum Section XXXV.D. ............   9

SECTION VII.      TENANT'S TAXES............................................   9

SECTION VIII.     USE OF PREMISES...........................................  10
         A.       Permitted Uses............................................  10
         B.       Compliance with Laws......................................  10
         C.       Hazardous Materials See Addendum Section XXXV.E. .........  11
         D.       Landlord's Rules and Regulations..........................  13
         E.       Traffic and Energy Management.............................  14

SECTION IX.       SERVICE AND UTILITIES.....................................  14
         A.       Standard Building Services and Reimbursement by Tenant
                  See Addendum Sections XXXV.C.(2) and F. ..................  14
         B.       Limitation on Landlord's Obligations......................  15
         C.       Excess Service............................................  15
         D.       Security Services.........................................  16

SECTION X.        MAINTENANCE AND REPAIRS...................................  16
         A.       Landlord's Obligations See Addendum Section XXXV.G. ......  16
         B.       Tenant's Obligations......................................  17
         C.       Landlord's Right to Make Repairs..........................  17
         D.       Condition of Premises Upon Surrender......................  17

SECTION XI.       ENTRY BY LANDLORD.........................................  18

SECTION XII.      ALTERATIONS, ADDITIONS AND TRADE FIXTURES.................  19

SECTION XIII.     MECHANIC'S LIENS..........................................  20


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                                                                            Page
                                                                            No.
                                                                           -----

SECTION XIV.      INSURANCE.................................................  20
         A.       Tenant ...................................................  20
         B.       Landlord .................................................  21
         C.       Waiver of Subrogation.....................................  22

SECTION XV.       INDEMNITY.................................................  22
         A.       Tenant....................................................  22
         B.       Limitation on Landlord's Liability; Release of
                    Directors, Officers and Partners of Landlord............  22

SECTION XVI.      ASSIGNMENT AND SUBLETTING BY TENANT.......................  23

SECTION XVII.     TRANSFER OF LANDLORD'S INTEREST...........................  27

SECTION XVIII.    DAMAGE AND DESTRUCTION....................................  27
         A.       Minor Insured Damage......................................  27
         B.       Major or Uninsured Damage.................................  28
         C.       Abatement of Rent.........................................  28
         D.       Waiver ...................................................  28

SECTION XIX.      CONDEMNATION..............................................  28
         A.       Total or Partial Taking...................................  28
         B.       Award ....................................................  29
         C.       Abatement in Rent.........................................  29
         D.       Temporary Taking..........................................  29
         E.       Transfer of Landlord's Interest to Condemnor..............  30

SECTION XX.       DEFAULT ..................................................  30
         A.       Tenant's Default..........................................  30
         B.       Remedies .................................................  31

SECTION XXI.      LATE PAYMENTS/INTEREST AND LATE CHARGES...................  33
         A.       Interest..................................................  33
         B.       Late Charges..............................................  34
         C.       Consecutive Late Payment of Rent..........................  34
         D.       No Waiver.................................................  34

SECTION XXII.     LIEN FOR RENT.............................................  35

SECTION XXIII.    HOLDING OVER..............................................  35

SECTION XXIV.     ATTORNEYS' FEES...........................................  35

SECTION XXV.      MORTGAGE PROTECTION/SUBORDINATION.........................  36
         A.       Subordination.............................................  36
         B.       Attornment................................................  36

SECTION XXVI.     ESTOPPEL CERTIFICATE/FINANCIAL STATEMENTS.................  37
         A.       Estoppel Certificate......................................  37
         B.       Furnishing of Financial Statements........................  38

SECTION XXVII.    PARKING See Addendum Section XXXV.H. .....................  38

SECTION XXVIII.   SIGNS: NAME OF BUILDING See Addendum Section XXXV.I. .....  39


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                                                                            Page
                                                                             No.
                                                                           -----


SECTION XXIX.     QUIET ENJOYMENT .......................................  39

SECTION XXX.      BROKER ................................................  39

SECTION XXXI.     NOTICES ...............................................  40

SECTION XXXII.    NOTICE AND CURE TO LANDLORD AND MORTGAGE ..............  40

SECTION XXXIII.   GENERAL ...............................................  40
         A.       Paragraph Headings ....................................  40
         B.       Incorporation of Prior Agreements; Amendments .........  40
         C.       Waiver ................................................  41
         D.       Short Form of Memorandum of Lease .....................  41
         E.       Time of Essence .......................................  41
         F.       Examination of Lease...................................  41
         G.       Severability...........................................  41
         H.       Surrender of Lease Not Merger..........................  41
         I.       Corporate Authority....................................  42
         J.       Governing Law..........................................  42
         K.       Force Majeure..........................................  42
         L.       Use of Language........................................  42
         M.       Successors.............................................  42
         N.       No Reduction of Rental.................................  42
         O.       No Partnership.........................................  43
         P.       Exhibits ..............................................  43
         Q.       Indemnities............................................  43
         R.       Nondisclosure of Lease Terms...........................  43

SECTION XXXIV.    EXECUTION .............................................  44

SECTION XXXV.     ADDENDUM ..............................................  45

EXHIBIT A  SITE PLAN FOR THE PROJECT
EXHIBIT B  FLOOR PLAN OF THE PREMISES
EXHIBIT C  CONSTRUCTION WORK LETTER
EXHIBIT D  RENT SCHEDULE
EXHIBIT E  RULES AND REGULATIONS
EXHIBIT F  AMENDMENT OF LEASE COMMENCEMENT DATE
EXHIBIT G  JANITORIAL SPECIFICATIONS
EXHIBIT H  INTENTIONALLY DELETED
EXHIBIT I  FORM OF LETTER OF CREDIT
EXHIBIT J  SUBORDINATION, NONDISTURBANCE AND ATTORNMENT
           AGREEMENT


                                       iii
<PAGE>

                                  OFFICE LEASE

THIS LEASE is entered into by and between Landlord and Tenant effective as of
this ____ day of September, 1996.


SECTION I. TERMS AND DEFINITIONS

The following terms as used herein shall have the meanings as set forth below:

A.       "Landlord" means THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK.
         a New York corporation, and its successors and assigns.

B.       "Tenant" means Earthlink Network, Inc., a Delaware corporation.

C.       "Building" means the office building in which the Premises are located,
         which Building has approximately 110,419 square feet of Rentable Area
         and is located at 2947 Bradley Street in the City of Pasadena,
         California.

D.       "Project" means the Bradley Street Buildings located at 2923 and
         2947 Bradley Street in the City of Pasadena, California, in which
         Project the Building is located as shown on the site plan attached
         hereto as EXHIBIT A.

E.       "Premises" means Suite _______ located on the first floor of the
         Building and consisting of approximately fifty-five thousand (55,000)
         square feet of Rentable Area, as more particularly shown on EXHIBIT B
         attached hereto and incorporated herein by this reference. See Addendum
         Section XXXV.A

F.       "Term" means the ten (10) year period commencing on the Lease
         Commencement Date and expiring on the Expiration Date. See Addendum
         Section XXXV.B

G.       "Lease Commencement Date" means the date on which Landlord tenders
         delivery of possession of the Premises to Tenant with "Landlord's Work"
         (as defined in Section III.B. below) "Substantially Completed" (also as
         defined in Section III.B. below), which is currently expected to be
         February 14, 1997; once the Lease Commencement Date is determined in
         accordance with this subsection and Section III.C. below, Landlord and
         Tenant shall execute an Amendment of Lease Commencement Date in the
         form of EXHIBIT F hereto, which shall specify the Lease Commencement
         Date and Expiration Date.

H.       "Expiration Date" means 11:59 p.m. (Pacific Standard Time) on the day
         immediately preceding the tenth (10th) anniversary of the Lease
         Commencement Date, as confirmed in an Amendment of Lease Commencement
         Date executed as provided above.

I.       "Monthly Rental" means the amounts specified in Section IV, below and
         in the Rent Schedule attached hereto as EXHIBIT D and incorporated
         herein, subject to adjustments as set forth in Section IV.B. below.

J.       "Base Operating Expense" means the amount of Common Operating Costs (as
         defined in Section V. below) actually incurred and adjusted pursuant to
         Section V.A. (4) below for the period from January 1, 1997 to December
         31, 1997, which shall be paid by Landlord and not Tenant.

K.       "Rentable Area" is defined in EXHIBIT D attached hereto.

L.       "Security Deposit" means Eight Hundred Thousand Dollars ($800,000.00).
         See Addendum Section XXXV.D.


                                        1
<PAGE>

M.       "Permitted Use" means general office and administrative uses including
         computers and integrated or associated input and output devices and
         data processing center, with kitchen, eating and break facilities for
         employees.

N.       "Broker" means Ramsey-Shilling Co. and Ares Realty Capital, Inc.

O.       "Landlord's Address for Notice" means 19712 MacArthur Boulevard, Suite
         200, Irvine, California 92715, Attn: Real Estate Vice President.

P:       "Tenant's Address for Notice" means Suite _____, 2947 Bradley Street,
         Pasadena, California.

Q.       "Tenant's Proportionate Share" for Tenant's reimbursement of Common
         Operating Costs and other expenses to be pro-rated hereunder means
         49.81% which is the quotient obtained by dividing the total number
         of square feet of Rentable Area in the Building into the total number
         of square feet of Rentable Area within the Premises, which percentage
         may be adjusted pursuant to EXHIBIT D hereto.


SECTION II. PROPERTY LEASED                        See Addendum Section XXXV.A.

A.       PREMISES

         Upon and subject to the terms, covenants and conditions hereinafter
         set forth, Landlord hereby leases to Tenant, and Tenant hereby leases
         from Landlord, the Premises; reserving to Landlord, however, (a) the
         use of the exterior walls, roof, return air plenum and the area under
         the Premises floor and (b) the rights to make structural (building)
         modifications and the right to install, maintain, use, repair and
         replace pipes, ducts, conduits, and wires to serve or serving other
         tenant premises in the Building through the Premises in locations
         which will not materially interfer with Tenant's use (1) thereof.

B.       COMMON AREAS

         Subject to the terms, covenants and conditions of this Lease, Tenant
         shall have the right, for the benefit of Tenant its employees,
         suppliers, shippers, customers and invitees, to the non-exclusive use
         of all of the Common Areas as hereinafter defined.

C.       MINOR VARIATIONS IN AREA

         Subject to the provisions of EXHIBIT D, the Rentable Area of the
         Premises contained in Section I. is agreed to be the Rentable Area
         of the Premises regardless of minor variations resulting from
         construction of the Building and/or tenant improvements.

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

(1)      and enjoyment


                                       2
<PAGE>

SECTION III. COMMENCEMENT OF TERM AND POSSESSION OF PREMISES

A.       LEASE COMMENCEMENT DATE                    SEE ADDENDUM SECTION XXXV.B.

         The Term of the Lease shall commence on the Lease Commencement Date (as
         extended only pursuant to Section III.C. below, if applicable), and
         shall continue, subject to earlier termination as provided herein,
         until the Expiration Date (as extended only pursuant to subsection C.
         below).

B.       COMPLETION OF TENANT IMPROVEMENTS AND POSSESSION OF PREMISES

         Upon execution of this Lease by the parties, Landlord shall proceed to
         complete the tenant improvements in the Premises described as
         "Landlord's Work" in the "Construction Work Letter" attached hereto and
         incorporated herein as EXHIBIT C. At the time such work has been
         substantially completed in accordance with the Construction Work
         Letter(2) ("Substantial Completion"). Landlord shall notify Tenant
         thereof and Tenant shall take possession of the Premises on the Lease
         Commencement Date. In the event permission is given to Tenant to enter
         or occupy all or a portion of the Premises prior to the Lease
         Commencement Date, such occupancy shall be subject to all of the terms
         and conditions of this Lease. Tenant shall complete all tenant
         improvements described as "Tenant's Work" in EXHIBIT C hereto, and
         shall open the Premises for business, on or before the Lease
         Commencement Date. Any professional fees or costs and expenses incurred
         by Landlord in reviewing plans and specifications for Tenant's Work
         shall be(3) paid to Landlord by Tenant upon demand as additional rent.
         All tenant improvements constructed in the Premises, whether by
         Landlord or by (or on behalf of) Tenant and whether at Landlord's or
         Tenant's expense, shall become part of the Premises and shall be and
         remain the property of Landlord unless Landlord specifically agrees
         otherwise in writing.

C.       EXTENSION OF LEASE COMMENCEMENT DATE

         If the Premises are not ready for occupancy by Tenant on the original
         Lease Commencement Date specified in Section I. due to one or more
         delays caused by Landlord or caused by matters beyond the control of
         Landlord, this Lease and the obligations of Landlord and Tenant
         hereunder shall nevertheless continue in full force and effect.
         However, in such event Landlord and Tenant shall agree on an amendment
         of the original Lease Commencement Date to reflect such delay or delays
         and shall, in each instance, execute and attach hereto an amendment in
         the form of that attached as EXHIBIT F hereto stating such amended
         Lease Commencement Date and, if applicable, an amended Expiration Date
         and no rental shall be payable by Tenant hereunder until the amended
         Lease Commencement Date. The delay in commencement of the Term and in
         the accrual of rent described in the foregoing sentence shall
         constitute full settlement of


----------------
(2)      , and any base Building improvements required for Tenant's occupancy of
         the Premises are substantially completed

(3)      credited against the Tenant Allowance (as defined in EXHIBIT C hereto),
         if available, and otherwise shall be


                                       3

<PAGE>

         all claims that Tenant might otherwise have by reason of the Premises
         not being ready for occupancy on the original Lease Commencement Date
         specified in Section I. above.

         If the Premises are not ready for occupancy by Tenant on the Lease
         Commencement Date due to one or more delays caused by Tenant, or anyone
         acting under or for Tenant, Landlord shall have no liability for such
         delay and the Lease Commencement Date shall nevertheless begin as of
         the Lease Commencement Date stated in Section I. (as extended only
         because of Landlord's delay pursuant to this subsection C., if
         applicable).

         (4)

D.       ACCEPTANCE AND SUITABILITY

         Within fifteen (15) days following the date Tenant takes possession
         of the Premises, Tenant may provide Landlord with a "punch list"
         which sets forth any itemization of any corrective work to be
         performed by Landlord with respect to the Landlord's Work as set
         forth in the Construction Work Letter; provided, however, that
         Tenant's obligation to pay Monthly Rental as provided below shall
         not be affected thereby. (5)If Tenant fails to submit such "punch
         list" to Landlord within such fifteen (15) day period, Tenant agrees
         that by taking possession of the Premises it will conclusively be
         deemed to have inspected the Premises and found the Premises in
         satisfactory condition. Tenant acknowledges that neither Landlord,
         nor any agent, employee or servant of Landlord, has made any
         representation with respect to the Premises or the Project, or with
         respect to the suitability of them for the conduct of Tenant's
         business, nor has Landlord agreed to undertake any modifications,
         alterations, or improvements of the Premises or Project, except as
         specifically provided in this Lease.

         TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY
         DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED
         WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, FITNESS OR
         SUITABILITY FOR PURPOSE, OR THAT THE BUILDING OR THE IMPROVEMENTS IN
         THE PREMISES HAVE BEEN CONSTRUCTED IN A GOOD AND WORKMANLIKE MANNER.
         TENANT EXPRESSLY ACKNOWLEDGES THAT LANDLORD DID NOT CONSTRUCT OR
         APPROVE THE QUALITY OF CONSTRUCTION OF THE BUILDING.

[ILLEGIBLE]
-------------------------
Tenant's Initials


---------------------------
(4)      In the event that the Lease Commencement Date fails to occur within
         sixty (60) days of the Lease Commencement Date specified in Section I.
         above (which sixty (60) day period shall be extended one day for each
         day of delay caused by Tenant or force majeure (as defined in Section
         XXXIII.K. below)), then Tenant's obligation to pay Monthly Rental shall
         be delayed one day for each day after expiration of such sixty (60) day
         period (as so extended) and prior to the actual Lease Commencement
         Date. For example, if the Lease Commencement Date occurs May 1, 1997
         (a delay of seventy-six(76) days), solely as a result of Landlord
         delay, then Tenant's obligation to pay Monthly Rental shall commence
         May 17, 1997, notwithstanding the occurrence of the Lease Commencement
         Date.

(5)      Upon receipt of such punch-list, Landlord shall promptly commence to
         complete the items noted thereon which Landlord agrees are properly
         included on the punch-list, and will use reasonable efforts to complete
         such items within thirty (30) days of receipt of the punch-list.


                                       4

<PAGE>
         (4)

SECTION IV. RENT

A.       MONTHLY RENTAL

         Commencing on the Lease Commencement Date (subject, however, to any
         modifications or adjustments specified hereinbelow and/or in the "Rent
         Schedule" attached hereto as EXHIBIT D) Tenant shall pay to Landlord
         during the Term, rental for the entire Term in the total amount as set
         forth in EXHIBIT D payable in monthly installments (the "Monthly
         Rental") in the amount set forth in EXHIBIT D, which sum shall be
         payable by Tenant on or before the first day of each month, in advance,
         without further notice, at the address specified for Landlord in
         Section I, or such other place as Landlord shall designate, without any
         prior demand therefor and (7) without any abatement, deduction or
         setoff whatsoever. Monthly Rental for the first full month of the Term
         when rental is due shall be paid upon the execution hereof. If the
         Lease Commencement Date should occur on a day other than the first day
         of a calendar month, or the Expiration Date should occur on a day other
         than the last day of a calendar month, then the rental for such
         fractional month shall be prorated on a daily basis upon a thirty (30)
         day calendar month.

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

     (4) Notwithstanding the foregoing, Landlord will cure any latent defects
         in Landlord's Work which are not readily ascertainable upon a thorough
         walk-through of the Premises, which defects are identified by Tenant in
         a written notice given to Landlord within six (6) months of the Lease
         Commencement Date. Moreover, the provisions of this Section III.D.
         shall not abrogate Landlord's obligations pursuant to Section X.A.
         below.

      (7) except as otherwise specifically permitted herein,


                                        5
<PAGE>

C.       RENT AND ADDITIONAL RENT

         As used in this Lease the term "rent" shall mean Monthly Rental and
         additional rent, and the term "additional rent" shall mean all other
         amounts payable by Tenant to Landlord pursuant to this Lease other than
         Monthly Rental, including without limitation, Tenant's Proportionate
         Share of Common Operating Costs in excess of the Base Operating
         Expense. All Monthly Rental and additional rent shall be paid in lawful
         money of the United States which shall be legal tender at the time of
         payment. Where no other time is stated herein for payment, payment of
         any amount payable from Tenant to Landlord hereunder shall be due,
         and made, within ten (10) days after Tenant's receipt of Landlord's
         invoice or statement therefor.

SECTION V. REIMBURSEMENT OF COMMON EXPENSES

A.       DEFINITIONS                               See Addendum Section XXXV.C

         (1)      "Common Areas" means all areas, space, equipment and special
                  services provided by Landlord for the common or joint use and
                  benefit of the tenants, their employees, agents, servants,
                  suppliers, customers and other invitees, including, by way of
                  illustration, but not limitation, retaining walls, fences,
                  landscaped areas, parks, curbs, sidewalks, private roads,
                  restrooms, stairways, elevators, lobbies, hallways, patios,
                  service quarters, parking areas, all common areas and other
                  areas within the exterior of the Building and in the Project
                  or as shown on the site plan attached to this Lease as EXHIBIT
                  A.

         (2)      "Taxes" shall mean all real property taxes, personal property
                  taxes, improvement bonds, and other charges and assessments
                  which are levied or assessed upon or with respect to the
                  Building and Project and the land on which the Building and
                  Project are located and any improvements, fixtures and
                  equipment and all other property of Landlord, real or
                  personal, located in the Building and Project and used in
                  connection with the operation of the Building and Project and
                  the land on which the Building and Project are located,
                  including any increase in such taxes, whether resulting from a
                  reassessment of the value of the land, the Building or the
                  Project, personal property, or for any other reason, imposed
                  by any governmental authority, and any tax which shall be
                  levied or assessed in addition to or in lieu of such real or
                  personal property taxes and any license fees, commercial
                  rental tax, or other tax upon Landlord's business of leasing
                  the Building and the Project, but shall not include any
                  federal or state income tax, or any franchise, capital stock,
                  estate, inheritance, succession, transfer and excess profit
                  taxes imposed upon Landlord, and shall also include any tax
                  consultant fee or other costs incurred by Landlord to review
                  or contest any tax assessed against the Premises, Building or
                  Project.

         (3)      "Common Operating Costs" shall mean the aggregate of all costs
                  and expenses payable by Landlord in connection with the
                  operation and maintenance of the Premises, Building, Project,
                  and Common Areas, including, but not limited to, (a) the cost
                  of landscaping, repaving, resurfacing, repairing, replacing,
                  painting, lighting, cleaning, removing trash, janitorial
                  services, security services and other similar items; (b) the
                  total cost of compensation and benefits of personnel to
                  implement the services referenced herein; (c) all Taxes; (d)
                  the cost of any insurance obtained by Landlord in connection
                  with the Building and Project, including but not limited to,
                  the insurance required to be obtained by Landlord pursuant to
                  this Lease; (e) the cost of operating, repairing and
                  maintaining life, safety, and access systems, including,
                  without limitation, sprinkler systems; (f) the cost of
                  monitoring services, if provided by Landlord, including,
                  without limitation, any monitoring or control devices used by
                  Landlord in regulating the parking areas; (g) the cost of
                  water, electricity, gas and any other utilities; (h)


                                        6
<PAGE>

                  legal, accounting and consulting fees and expenses; (i)
                  compensation (including employment taxes and fringe benefits)
                  of all persons who perform duties connected with the
                  operation, maintenance and repair of the Premises, Project,
                  Building or Common Areas; (j) energy allocation, energy use
                  surcharges or environmental charges; (k) expenditures made,
                  and costs, fees, assessments and other charges paid, by
                  Landlord in connection with traffic or energy management
                  programs applicable to the Project or in connection with
                  Landlord's compliance with laws or other governmental
                  requirements; (l) municipal inspection fees or charges; (m)
                  any other costs or expenses incurred by Landlord under this
                  Lease which are not otherwise reimbursed directly by tenants;
                  (8)(n) the amount charged by any management firm (who may be
                  an affiliate of Landlord) contracted by Landlord to provide
                  any or all of the foregoing services.

         (4)      In the event during all or any portion of any calendar year
                  (9) the Building is not (10) rented and occupied, Landlord
                  (11) make an appropriate adjustment to the Common Operating
                  Costs for such year, employing sound accounting and management
                  principles, to determine the Common Operating Costs that
                  would have been paid or incurred by Landlord had the Building
                  been (12) rented and occupied and the amount so determined
                  shall be deemed to have been the Common Operating Costs for
                  such year.

B.       REIMBURSEMENT

         Within a reasonable time before the commencement of each calendar year
         during the Term, Landlord shall deliver to Tenant a reasonable estimate
         of the anticipated Common Operating Costs for the forthcoming calendar
         year. Tenant shall pay to Landlord, as additional rental, commencing on
         (13), and continuing on the first day of each calendar month
         thereafter, an amount equal to one-twelfth (1/12th) of the product
         obtained by multiplying (1) the remainder of the then estimated Common
         Operating Costs less the Base Operating Expense paid by Landlord, times
         (2) Tenant's Proportionate Share; provided, however, that such amount
         shall not be less than zero dollars($0). The estimated monthly charge
         for Tenant's Proportionate Share may be adjusted periodically by
         Landlord during the calendar year on the basis of Landlord's reasonably
         anticipated costs. Any expenditure (14) by Landlord (e.g. resurfacing
         of parking areas, painting buildings, refurbishing landscaping or
         walkways and similar items) during the year which was not included in
         determining the estimated Common Operating Costs, may be billed
         separately to Tenant according to Tenant's Proportionate Share.


-------------------
(8) and

(9) Including the year used for calculating the Base Operating Expense (i.e.,
    1997)

(10) fully

(11) shall

(12) fully

(13) January 1, 1998

(14) unanticipated


                                        7
<PAGE>

C.   REBATE OR ADDITIONAL CHARGES

     Within a reasonable time after the end of each calendar year, Landlord
     shall furnish to Tenant a statement (each, an "Annual Statement") showing
     the total Common Operating Costs and Tenant's Proportionate Share of the
     Common Operating Costs less the Basic Operating Expense for the calendar
     year just ended. Tenant shall have the right, by written notice to Landlord
     given within(15) days after receipt of an Annual Statement, to
     protest specific items on the most recent Annual Statement; to be
     effective, Tenant's notice must state with specificity the item(s) to which
     Tenant objects. Tenant's failure to object to an Annual Statement as, when
     and in the manner provided in the preceding sentence shall render such
     Annual Statement binding on Tenant. If the amount of estimated Common
     Operating Costs less the Base Operating Expense paid by Tenant for any year
     during the Term exceeds the actual the Common Operating Costs less the Base
     Operating Expense for such year, Landlord shall apply any amounts due to
     Tenant hereunder to any outstanding amounts due or amounts next coming due
     from Tenant to Landlord. If the estimated Common Operating Costs less the
     Base Operating Expense for such year are less than the actual Common
     Operating Costs less the Base Operating Expense for such year, then Tenant
     shall pay to Landlord, within thirty (30) days of Tenant's receipt of the
     Annual Statement, as additional rent. Tenant's Proportionate Share of the
     difference between the amount of actual Common Operating Costs in excess of
     the Base Operating Expense and the amount of estimated Common Operating
     Costs in excess of Base Operating Expense. In the event the Term of this
     Lease expires, or this Lease is otherwise terminated. Landlord shall
     compute and prorate the credit or deficiency up to the date the Lease
     expired or was terminated and may apply any credit due Tenant to any
     outstanding amounts due by Tenant hereunder at that time and, at the end
     of the Lease, so long as Tenant is not then in default, shall (16)
     refund any excess to Tenant.

D.   CONTROL OF COMMON AREAS

     Landlord shall have the sole and exclusive control of the Common Areas, as
     well as the right to make changes to the Common Areas. Notwithstanding the
     preceding sentence, Landlord is not responsible for any harm or damage to
     any of Tenant's officers, agents, or employees as a result of their use of
     the Common Areas (17).  Landlord's rights shall include, but not be limited
     to, the right to (a) restrain the use of the Common Areas by unauthorized
     persons, (b) utilize from time to time any portion of the Common Areas for
     promotional and related matters, (c) temporarily close any portion of the
     Common Areas for repairs, improvements or alterations, (d) change the shape
     and size of the Common Areas or change the location of improvements within
     Common Areas, including, without limitation, parking areas, roadways and
     curb cuts, and (e) prohibit access to or use of Common Areas that are
     designated for the storage of supplies or operation of equipment necessary
     to operate the Project or Building. (18) Landlord may determine the


----------------------------
    15   ninty (90)

    16   promptly

    17   except subject to Sections XIV.C. and XV.b. below, if and to the
         extent it is determined by a court of competent jurisdiction the
         same were caused by Landlord's gross negligence or willful misconduct.

    18   ; provided, however, Landlord shall not exercise its rights pursuant
         to (b), (c) or (d) above so as to unreasonably interfere with
         Tenant's use and enjoyment of or access to the Premises

                                       8

<PAGE>

     nature, size and extend of the Common Areas as well as make changes to the
     Common Areas from time to time which, in its (19) opinion, are deemed
     desirable.


SECTION VI. SECURITY DEPOSIT                        SEE ADDENDUM SECTION XXXV.D.

Upon execution of this Lease, Tenant shall deposit with Landlord the Security
Deposit defined in Section I. above, which shall be held by Landlord as
security for the performance by Tenant of all terms, covenants and conditions
of this Lease. It is expressly understood and agreed that such deposit is not
an advance rental deposit or a measure of Landlord's damage in case of
Tenant's default. If Tenant defaults with respect to any provision of this
Lease, including, but not limited to, the provisions relating to the payment
of rent or the obligation to repair and maintain the Premises or to perform
any other term, covenant or condition contained herein, Landlord may (but
shall not be required to), without prejudice to any other remedy provided
herein or provided by law and without notice to Tenant, use the Security
Deposit, or any portion of it, to cure the default or to compensate Landlord
for all damages sustained by Landlord resulting from Tenant's default. Tenant
shall immediately on demand pay to Landlord a sum equivalent to the portion
of the Security Deposit so expended or applied by Landlord as provided in
this paragraph so as to maintain the Security Deposit in the sum initially
deposited with Landlord. Although the Security Deposit shall be deemed the
property of Landlord, if Tenant is not in default at the expiration or
termination of this Lease, Landlord shall return the Security Deposit to
Tenant.  Landlord shall not be required to keep the Security Deposit separate
from its general funds and Landlord, not Tenant, shall be entitled to all
interests, if any, accruing on any such deposit. Upon any sale or transfer of
its interest in the Building, Landlord shall transfer the Security Deposit to
its successor in interest in the Building. Landlord shall transfer the
Security Deposit to its successor in interest and thereupon. Landlord shall
be released from any liability or obligation with respect thereto.

SECTION VII. TENANT'S TAXES

To the extent not covered as a Common Operation Cost, Tenant shall be liable for
any tax (now or hereafter imposed by any governmental entity) applicable to or
measured by or on the rents or any other charges payable by Tenant under this
Lease, including (but not limited to) any gross income tax, gross receipts tax
or excise tax with respect to the receipt of such rent or other charges or the
possession, leasing or operation, use or occupancy of the Premises, but not
including any net income, franchise, capital stock, estate or inheritance taxes.
If any such tax is required to be paid to the governmental taxing entity
directly by Landlord, then Landlord shall pay the amount due and, upon demand,
shall be fully reimbursed by Tenant for such payment.

Tenant shall also be liable for all taxes levied against leasehold held by
Tenant or against any personal property, leasehold improvements, additions,
alterations and fixtures placed by or for Tenant in, on or about the
Premises, Building and Project or constructed by Landlord (20) for Tenant in
the Premises; and if any such taxes are levied against Landlord or Landlord's
property, or if the assessed value of such property is increased (whether by
special assessment or otherwise) by the inclusion therein of value placed on
such leasehold, personal property, leasehold improvements, additions,
alterations and fixtures, and Landlord pays such any such taxes (which
Landlord shall have the right to do regardless of the validity thereof).
Tenant, upon demand, shall fully reimburse Landlord for the taxes so paid by
Landlord or for the proportion of such taxes resulting from such increase in
any assessment.



-------------------------
    19   reasonable

    20   at Tenant's expense


                                       9
<PAGE>

SECTION VIII. USE OF PREMISES

A.       PERMITTED USES

         Tenant shall use the Premises and Common Areas solely for the
         Permitted Use specified in subsection I.M. above, and for no other
         use, and under the name specified in subsection I.B. above. Tenant
         shall, at its own cost and expense, obtain any and all licenses and
         permits necessary for any such use. Tenant shall not do or permit
         anything to be done in or about the premises, Common Areas, Building
         or Project which will in any way (21) obstruct or interfere with the
         rights of other tenants or occupants of the Project or injure them
         or use or allow the Premises to be used for any unlawful purpose,
         nor shall Tenant cause, maintain or permit any nuisance in, on or
         about the Premises and Common Areas or permit any odors to emanate
         from the Premises and intrude upon the Common Areas or the premises
         of other tenants. Tenant shall not commit or suffer to be committed
         any waste in or upon the Premises, Common Areas, Building or
         Project. Tenant shall not do or permit anything to be done in or
         about the Premises, Common Areas, Building or Project which may
         render the insurance thereon void or increase the insurance risk
         thereon. If an increase in any fire and extended coverage insurance
         premiums paid by Landlord for the Building and Project is caused by
         Tenant's use and occupancy of the Premises, (22) then tenant shall
         pay as additional rental the amount of such increase to Landlord.

B.       COMPLIANCE WITH LAWS

         (23)

         Tenant shall not use the Premises, Building, Project, or Common
         Areas in any way (or permit or suffer anything to be done in or
         about the same) which will conflict with any law, statute, ordinance
         or governmental rule or regulation or any covenant, condition or
         restriction (whether or not of public record) affecting the
         Premises, Project or Building, now in force or which may hereafter
         be enacted or promulgated including, but not limited to, the
         provisions of any city or county zoning codes regulating the use
         thereof. Tenant shall, at its sole cost and expense, promptly comply
         with (a) all laws, statutes, ordinances and governmental rules and
         regulations, now in force or which may hereafter be in force,
         applicable to Tenant (24) its use of business or operations in the
         Premises, (b) all requirements, and other covenants, conditions and
         restrictions, now in force or which may hereafter be in force, which
         affect the Premises, and (c) all requirements, now in force or which
         may hereafter be in force, of any board of fire underwriters or
         other similar body now or hereafter constituted relating to or
         affecting the condition, use or occupancy of the Premises, Building
         or Project. The judgment of any court of competent jurisdiction or
         the admission by Tenant in any action against Tenant, whether
         Landlord be a party thereto or not, that Tenant has violated any
         law, statute, ordinance, governmental rule or regulation or any
         requirement, covenant, condition or restriction shall be conclusive
         of the fact as between Landlord and Tenant. Tenant agrees to fully
         indemnify Landlord against any liability, claims or damages arising
         as a result of a breach of the provisions of this subsection by
         Tenant, and against

_______________________________

(21)   , in Landlord's reasonable opinion,

(22)   as evidenced by a letter from the insurance company,

(23)   If and to the extent that Landlord's Work or the Common Areas are not in
       compliance with applicable governmental requirements as in effect and as
       applied to the Building as of the Lease Commencement Date, Landlord
       shall, if, as and when required by such applicable governmental
       authorities, cause Landlord's Work or the Common Areas, as applicable, to
       comply therewith.

(24)   relating to


                                       10
<PAGE>

         all costs, expenses, fines or other charges arising therefrom,
         including, without limitation, reasonable attorneys' fees and related
         costs incurred by Landlord in connection therewith, which indemnity
         shall survive the expiration or earlier termination of this Lease.
         Without limiting the generality of the foregoing, it is expressly
         understood and agreed that, subject to (25) performance by Landlord of
         Landlord's Work described in EXHIBIT C hereto. Tenant is accepting the
         Premises "AS IS," in its present state and condition, without any
         representations or warranties from Landlord of any kind whatsoever,
         either express or implied, with respect to the Premises or the
         Building, including without limitation the compliance of the Premises
         or the Building with The Americans With Disabilities Act and the rules
         and regulations promulgated thereunder, as amended from time to time
         (the "ADA").(26) Except as otherwise provided for in EXHIBIT C hereto,
         if Tenant's use of the Premises or operations therein cause Landlord
         to incur any obligation under the ADA, as reasonably determined by
         Landlord, then Tenant shall reimburse Landlord for Landlord's costs and
         expenses in connection therewith. If Tenant's initial use of the
         Premises is not a "place of public accommodation" within the meaning of
         the ADA, then Tenant may not thereafter change the use of the Premises
         to cause the Premises to become a "place of public accommodation." In
         the event that Tenant desires or is required hereby to make Alterations
         (as defined below) to the Premises in order to satisfy its obligations
         under the ADA, then all such Alterations shall be subject to any
         requirements in the Lease with respect to Alterations of the Premises,
         and shall be performed at Tenant's sole cost and expense. Except for
         Alterations to the Premises, Tenant shall have no right whatsoever to
         make any alterations or modifications to any portion of the Building or
         its appurtenant facilities. Tenant shall be responsible for insuring
         that the Premises and Tenant's use thereof and operations therein fully
         and completely comply with the ADA.

C.       HAZARDOUS MATERIALS                        See Addendum Section XXXV.E.

         Tenant covenants and agrees that it shall not cause or permit any
         Hazardous Material (as defined below) to be brought upon, kept, or
         used in or about the Premises, Building or Project by Tenant, its
         agents, employees, contractors or invitees. The foregoing covenant
         shall not extend to substances typically used in general office
         applications so long as (i) such substances and any equipment which
         generates such substances are maintained only in such quantities as
         are reasonably necessary for Tenant's operations in the Premises,
         (ii) such substances are used strictly in accordance with the
         manufacturers' instructions therefor, (iii) such substances are not
         disposed of in or about the Project in a manner which would
         constitute a release or discharge thereof, and (iv) all such
         substances and any equipment which generates such substances are
         removed from the Project by Tenant upon the expiration or earlier
         termination of this Lease. Any use, storage, generation, disposal,
         release or discharge by Tenant of Hazardous Materials in or about
         the Project as is permitted pursuant to this subsection C, shall be
         carried out in compliance with all applicable federal, state and
         local laws, ordinances, rules and regulations. Moreover, no
         hazardous waste resulting from any operations by Tenant shall be
         stored or maintained by Tenant in or about the Project for more than
         ninety (90) days prior to removal by Tenant. Tenant shall, annually
         within thirty (30) days after Tenant's receipt of Landlord's written
         request therefor, provide to Landlord a written list identifying any
         Hazardous Materials then maintained by Tenant in the Project, the use
         of each such Hazardous Material and the approximate quantity
         of each such Hazardous Material so maintained by Tenant, together with
         written certification by Tenant stating, in substance, that neither
         Tenant nor any person for whom Tenant is responsible has released or
         discharged any Hazardous Materials in or about the Project.

______________________________

(25)   footnote 23 above and to

(26)   Notwithstanding the foregoing, but subject to the three immediately
       succeeding sentences of this subsection B., Landlord shall be
       responsible, at Landlord's sole cost and expense, for compliance of the
       Common Areas with the ADA.


                                       11
<PAGE>

         In the event that Tenant proposes to conduct any use or to operate
         any equipment which will or may utilize or generate a Hazardous
         Material other than as specified in the first paragraph of this
         subsection, Tenant shall first in writing submit such use or
         equipment to Landlord for approval. No approval by Landlord shall
         relieve Tenant of any obligation of Tenant pursuant to this
         subsection, including the removal, clean-up and indemnification
         obligations imposed upon Tenant by this subsection. Tenant shall,
         within five (5) days after receipt thereof, furnish to Landlord
         copies of all notices or other communications received by Tenant
         with respect to any actual or alleged release or discharge of any
         Hazardous Material in or about the Premises or the Project and
         shall, whether or not Tenant receives any such notice or
         communication, notify Landlord in writing of any discharge or
         release of Hazardous Material by Tenant or anyone for whom Tenant is
         responsible in or about the Premises or the Project. In the event
         that Tenant is required to maintain any Hazardous Materials license
         or permit in connection with any use conducted by Tenant or any
         equipment operated by Tenant in the Premises, copies of each such
         license or permit, each renewal or revocation thereof and any
         communication relating to suspension, renewal or revocation thereof
         shall be furnished to Landlord within five (5) days after receipt
         thereof by Tenant. Compliance by Tenant with the two immediately
         preceding sentences shall not relieve Tenant of any other obligation
         of Tenant pursuant to this subsection.

         Upon any violation of the foregoing covenants, Tenant shall be
         obligated, at Tenant's sole cost, to clean-up and remove from the
         Project all Hazardous Materials introduced into the Project by Tenant
         or any person or entity for whom Tenant is responsible. Such clean-up
         and removal shall include all testing and investigation required by any
         governmental authorities having jurisdiction and preparation and
         implementation of any remedial action plan required by any governmental
         authorities having jurisdiction. All such clean-up and removal
         activities of Tenant shall, in each instance, be conducted to the
         satisfaction of Landlord and all governmental authorities having
         jurisdiction. Landlord's right of entry pursuant to Section XI. shall
         include the right to enter and inspect the Premises for violations of
         Tenant's covenants herein.

         Tenant shall indemnify, defend and hold harmless Landlord, its
         partners, and its and their successors, assigns, partners, officers,
         employees, agents, lenders and attorneys from and against any and all
         claims, liabilities, losses, actions, costs and expenses (including
         attorneys' fees and costs of defense) incurred by such indemnified
         persons, or any of them, as the result of (A) the introduction into or
         about the Project by Tenant or anyone for whom Tenant is responsible of
         any Hazardous Materials, (B) the usage, storage, maintenance,
         generation, disposition or disposal by Tenant or anyone for whom Tenant
         is responsible of Hazardous Materials in or about the Project, (C) the
         discharge or release in or about the Project by Tenant or anyone for
         whom Tenant is responsible of any Hazardous Materials, (D) any injury
         to or death of persons or damage to or destruction of property
         resulting from the use, introduction, maintenance, storage, generation,
         disposal, disposition, release or discharge by Tenant or anyone for
         whom Tenant is responsible of Hazardous Materials in or about the
         Project, and (E) any failure of Tenant or anyone for whom Tenant is
         responsible to observe the foregoing covenants of this subsection.

         Upon any violation of the foregoing covenants, Landlord shall be
         entitled to exercise all remedies available to a landlord against a
         defaulting tenant, including but not limited to those set forth in
         Section XX. Without limiting the generality of the foregoing, Tenant
         expressly agrees that Landlord may, at its option, (I) (27) immediately
         terminate this Lease or (II) (28) continue this Lease in effect until


______________________________

(27)   which is not cured within the applicable cure period and, at Landlord's
       sole option, upon the third or subsequent violation of any one or more of
       the foregoing covenants (regardless of whether any prior violations were
       cured within any applicable cure period),

(28)   upon any such violation,


                                       12
<PAGE>

         compliance by Tenant with its clean-up and removal covenant
         notwithstanding any earlier expiration date of the term of this Lease.
         No action by Landlord hereunder shall impair the obligations of Tenant
         pursuant to this subsection.

         As used in this subsection, "Hazardous Materials" is used in its
         broadest sense and shall include any petroleum based products,
         pesticides, paints and solvents, polychlorinated biphenyl, lead,
         cyanide, DDT, acids, ammonium compounds and other chemical products and
         any substance or material defined or designated as hazardous or toxic,
         or other similar term, by any federal, state or local environmental
         statute, regulation, or ordinance affecting the Premises, Building or
         Project presently in effect or that may be promulgated in the future,
         as such statutes, regulations and ordinances may be amended from time
         to time, including but not limited to the statutes listed below:

                  Resource Conservation and Recovery Act of 1976, 42 U.S.C.
                  Section 6901 ET SEQ.

                  Comprehensive Environmental Response, Compensation, and
                  Liability Act of 1980, 42 U.S.C. Section 9601 ET SEQ.

                  Clean Air Act, 42 U.S.C. Sections 7401-7626

                  Water Pollution Control Act (Clean Water Act of 1977), 33
                  U.S.C. Section 1251 ET SEQ.

                  Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of
                  1987), 7 U.S.C. Section 135 ET SEQ.

                  Toxic Substances Control Act, 15 U.S.C. Section 2601 ET SEQ.

                  Safe Drinking Water Act, 42 U.S.C. Section 300(f) ET SEQ.

                  National Environmental Policy Act (NEPA) 42 U.S.C. Section
                  4321 ET SEQ.

                  Refuse Act of 1899, 33 U.S.C. Section 407 ET SEQ.

                  California Health and Safety Code Section 25316 ET SEQ.

         By its signature to this Lease, Tenant confirms that it has
         (29)conducted its own examination of the Premises and the Project with
         respect to Hazardous Materials and accepts the same "AS IS" and with no
         Hazardous Materials present thereon(30).

         Tenant acknowledges that incorporation of any material containing
         asbestos into the Premises is absolutely prohibited. Tenant agrees,
         represents and warrants that it shall not incorporate or permit or
         suffer to be incorporated, knowingly or unknowingly, any material
         containing asbestos into the Premises.

D.       LANDLORD'S RULES AND REGULATIONS

         Tenant shall, and Tenant agrees to cause its agents, servants,
         employees, invitees and licensees to, observe and comply fully and
         faithfully with the rules and regulations attached hereto as EXHIBIT E
         or such (31)rules and regulations which may hereafter be adopted by
         Landlord (the "Rules") for the care, protection, cleanliness, and
         operation of the Premises, Building and Project, and any modifications
         or additions to the Rules


____________________________

(29)   had an opportunity to

(30)   except as set forth in Addendum Section XXXV.E.

(31)   reasonable


                                       13
<PAGE>

   adopted by Landlord, provided that, Landlord shall give written notice
   thereof to Tenant. Landlord shall not be responsible to Tenant for failure
   of any other tenant or occupant of the Building or Project to observe or
   comply with any of the Rules.

E. TRAFFIC AND ENERGY MANAGEMENT

   Landlord and Tenant agree to cooperate and use their best efforts to
   participate in governmentally mandated or voluntary traffic management
   programs generally applicable to businesses located in the area in which the
   Project is situated or to the Project and, initially, shall encourage and
   support van and car pooling by employees and shall encourage and support
   staggered and flexible working hours for employees to the fullest extent
   permitted by the requirements of Tenant's business. Neither this subsection
   nor any other provision in this Lease, however, is intended to or shall
   create any rights or benefits in any other person, firm, company,
   governmental entity or the public.

   Landlord and Tenant agree to cooperate and use their best efforts to comply
   with any and all guidelines or controls imposed upon either Landlord or
   Tenant by federal or state governmental organizations or by any energy
   conservation association to which Landlord is a party concerning energy
   management.

   Any costs, fees, fines or other levies assessed against Landlord as the
   result of failure of Tenant to comply with this subsection shall be
   reimbursed by Tenant to landlord as additional rent.

SECTION IX. SERVICE AND UTILITIES

A. STANDARD BUILDING SERVICES AND REIMBURSEMENT BY TENANT           See Addendum
                                                      Sections XXXV.C.(2) and F.

   So long as Tenant is not in default hereunder (of a type described in clauses
   (4) - (6) of Section XX.A. below), Landlord agrees to make available to the
   Premises, during the Building's normal business hours of 7:00 a.m. to 6:00
   p.m. Monday through Friday and 8:00 a.m. to 12:00 p.m. on Saturday (holidays
   excepted), which hours are subject to change from time to time as reasonably
   determined by Landlord, such heat and air conditioning (hereinafter "HVAC"),
   water and electricity, as may be required in Landlord's (32) judgment for the
   comfortable use and occupation of the Premises for general office purposes
   and at a level which is usual and customary in similar office buildings in
   the area where the Project is located, all of which shall be subject to the
   Rules of the Building as well as any governmental requirements or standards
   relating to, among other things, energy conservation. Tenant agrees to pay,
   as a Common Operating Cost in accordance with Section V. above, Tenant's
   Proportionate Share in excess of the Base Operating Expense of the full cost
   of all utilities supplied to the Premises, together with any taxes thereon,
   (33) any such service or utilities (34) are separately metered to the
   Premises, Tenant shall pay the cost thereof in a timely manner directly to
   the utility company providing such service. Tenant's obligations in this
   Section regarding utilities include, but are not limited to, all charges for
   gas, water and electricity used on the Premises, and for all electric light
   lamps or tubes. If any such utility or service is not separately metered to
   the Premises, Tenant shall be required to pay any increased cost, as
   additional rent, of any such utility and service, including without
   limitation water, electricity and HVAC, resulting from any use of the
   Premises at any time other

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

     (32)  reasonable

     (33)  which are not separately metered to the Premises and, with respect to

     (34)  which


                                       14
<PAGE>

   than the schedule of normal business hours for providing such utilities and
   services as reasonably determined by Landlord or any unusual or non-customary
   use beyond that which Landlord has agreed to make available as described
   above, or resulting from special electrical, cooling and ventilating needs
   created in certain areas by telephone equipment, computers and other similar
   equipment or uses. If the Building is designed for individual tenant
   operation of the HVAC, Tenant agrees to pay the cost of operating the HVAC at
   any time other than the schedule of hours for providing the same set forth
   above, which cost may include the operation of the HVAC for space located
   outside the Premises when such space is serviced concurrently with the
   operation of the HVAC for the benefit of the Premises.

B. LIMITATION ON LANDLORD'S OBLIGATIONS

   Landlord shall not be in breach of its obligations under this Section unless
   Landlord fails to make any repairs or perform maintenance which it is
   obligated to perform hereunder and such failure persists for an unreasonable
   time after written notice of a need for such repairs or maintenance is given
   to Landlord by Tenant. Landlord shall not be liable for and Tenant shall not
   be entitled to any abatement or reduction of rent by reason of Landlord's
   failure to furnish any of the foregoing when such failure is caused by
   accidents, breakage, repairs, strikes, brownouts, blackouts, lockouts or
   other labor disturbances or labor disputes of any character, or by any other
   cause, similar or dissimilar, beyond the reasonable control of Landlord, nor
   shall such failure under such circumstances be construed as a constructive or
   actual eviction of Tenant. (35) Landlord shall not be liable under any
   circumstances for loss or injury to property or business, however occurring,
   through or in connection with or incidental to Landlord's failure to furnish
   any of said service or utilities.

C. EXCESS SERVICE

   Tenant shall not, without the written consent of Landlord, use any apparatus
   or device in the Premises, including, without limitation, electronic data
   processing machines, punch card machines or machines using in excess of one
   hundred twenty (120) volts or which consumes more electricity than is usually
   furnished or supplied for the  Permitted Use of the Premises, as determined
   by Landlord. Tenant shall not consume water or electric current in excess of
   that usually furnished or supplied for the use of the Premises (as determined
   by Landlord), without first procuring the written consent of Landlord, which
   Landlord may refuse. The excess cost (including any penalties for excess
   usage) for such water and electric current shall be established by an
   estimate made by a utility company or independent engineer hired by Landlord
   at Tenant's expense and Tenant shall pay such excess costs each month with
   the Monthly Rental. All costs and expenses of modifying existing equipment,
   cables,  lines, etc. or installing additional equipment, cables, lines, etc.
   to accommodate such excess usage or use by Tenant of such apparatus or device
   shall be borne by Tenant.

--------------
     (35)  If, as a result of Landlord's negligence or willful misconduct,
           utility service to the Premises is interrupted and continues
           interrupted for a period of in excess of three (3) consecutive
           business days after written notice thereof is given to Landlord by
           Tenant (which three (3) business day period shall be extended by
           force majeure events described in Section XXXIII.K below) and which
           interruption materially prohibits the use of the Premises for the
           Permitted Use, then Monthly Rental and Tenant's obligation to pay
           Common Operating Costs shall abate from and after expiration of such
           three (3) business day period (as so extended) until service is
           restored (regardless of whether it is later interrupted) if and to
           the extent that Tenant's ability to conduct business within the
           Premises is materially and adversely affected by the interruption.


                                       15
<PAGE>

D. SECURITY SERVICES

   Certain security measures (both by electronic equipment and personnel) may be
   provided by Landlord in connection with the Building and Common Areas.
   However, Tenant hereby acknowledges that such security is intended to be only
   for the benefit of the Landlord in protecting its property from fire, theft,
   vandalism and similar perils and while certain incidental benefits may accrue
   to the Tenant therefrom, such security is not for the purpose of protecting
   either the property of Tenant or the safety of its officers, employees,
   servants or invitees. By providing such security, Landlord assumes no
   obligation to Tenant and shall have no liability arising therefrom. If, as a
   result of Tenant's occupancy of the Premises, Landlord in its (36) discretion
   determines that it is necessary to provide security or implement additional
   security measures or devices in or about the Building or the Common Areas,
   Tenant shall be required to pay, as additional rent, the cost or increased
   cost, as the case may be, of such security.

SECTION X. MAINTENANCE AND REPAIRS

A. LANDLORD'S OBLIGATIONS                           See Addendum Section XXXV.G.

   Except for special or non-standard systems and equipment installed for
   Tenant's exclusive use, Landlord shall keep in good condition and repair, at
   Landlord's initial cost and expense subject to reimbursement by Tenant of
   Tenant's Proportionate Share of such cost and expense(37), heating,
   ventilating and air conditioning systems which service the Premises as well
   as other premises within the Building, the foundations, exterior walls,
   structural conditions of interior bearing walls and roof of the Premises,
   interior walls, interior surfaces of exterior walls, ceilings, windows,
   doors, cabinets, draperies, electrical and lighting facilities within the
   Premises, window coverings, carpeting and other floor coverings, plate glass
   and skylights located within the Premises and the Building, as well as the
   parking lots, walkways, driveways, landscaping, fences, signs, and utility
   installations of the Project. Landlord shall not be required to make any
   repairs that are the obligation of any other tenant or occupant within the
   Building or Project or repairs for damage caused by any negligent or
   intentional act or omission of Tenant or any person claiming through or under
   Tenant or any of Tenant's employees, suppliers, shippers, customers or
   invitees, in which event Tenant shall repair such damage at its sole cost and
   expense. Tenant hereby waives and releases its right to make repairs at
   Landlord's expense under any law, statute, ordinance, rules and regulations
   now or hereafter in effect in any jurisdiction in which the Project is
   located.

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

     (36)  reasonable

     (37)  as a Common Operating Cost

     (38)  by Landlord, but at Tenant's sole cost and expense as set forth in
           Addendum Section XXXV.C(2)

     (39)  Notwithstanding the foregoing, in the event Landlord fails to perform
           its obligations pursuant to Section X.A. of this Lease, and such
           failure continues without cure or commencement of cure by Landlord
           for a period of five (5) business days after Tenant's written notice
           to Landlord thereof then Tenant may, after expiration of such five
           (5) business day period, provide Landlord with a second notice of
           such failure, specifying what Tenant proposes as the nature and cost
           of the cure thereof. If Landlord fails to commence to cure such
           failure within five (5) business days after receipt of Tenant's
           second notice, Tenant may perform the cure identified in Tenant's
           second notice and Landlord shall reimburse to Tenant the
           out-of-pocket costs incurred by Tenant in so


                                       16
<PAGE>

B.       TENANT'S OBLIGATIONS

         Tenant shall, at its sole cost and expense, make all repairs and
         replacements reasonably necessary to preserve in good working order and
         condition any special or supplementary heating, ventilating and air
         conditioning systems located within the Premises and installed for the
         exclusive use of the Premises, Tenant's cabling and telephone lines and
         all other non-standard utility facilities and systems exclusively
         serving the Premises, and all of Tenant's trade fixtures located within
         the Premises. Tenant shall not commit or permit any waste in or about
         the Premises, the Building or the Project. Tenant shall, at its sole
         cost and expense, make all repairs to the Premises, Building and
         Project which are required, in the reasonable opinion of Landlord, as a
         result of any misuse, neglect, negligent or intentional act or omission
         committed or permitted by Tenant or by any subtenant, agent, employee,
         supplier, shipper, customer, invitee or servant of Tenant.

C.       LANDLORD'S RIGHT TO MAKE REPAIRS

         In the event that Tenant fails to maintain the Premises, Building or
         Project in good and sanitary order, condition and repair as required by
         this Lease, then, following written notification to Tenant (except in
         the case of an emergency, in which case no prior notification shall be
         required), Landlord shall have the right, but not the obligation, to
         enter the Premises and to do such acts and expend such funds at the
         expense of Tenant as are required to place the Premises, Building and
         Project in good, safe and sanitary order, condition and repair. Any
         amount so expended by Landlord shall be paid by Tenant promptly upon
         demand as additional rent.

D.       CONDITION OF PREMISES UPON SURRENDER

         Except as otherwise provided in this Lease, Tenant shall, upon the
         expiration or earlier termination of the Term, surrender the Premises
         to Landlord in the same condition as on the date Tenant took
         possession, reasonable wear and tear(40) excepted. All appurtenances,
         fixtures, improvements, additions and other property attached to or
         installed in the Premises whether by Landlord or by or on behalf of
         Tenant, and whether at Landlord's expense or Tenant's expense, shall
         be and remain the property of Landlord unless Landlord specifically(41)
         agrees otherwise in writing.(42) Any (43)furnishings(44)

_____________________________

     40  , condemnation and casualty

     41  states

     42  Notwithstanding the foregoing, Landlord and Tenant hereby agree that
         (a) Tenant shall remove from the Data Center at the expiration of the
         Term (i) 50KW Caterpillar diesel generator/fuel tank, (ii) Liebert
         power distribution units, (iii) Liebert uninterruptible power systems
         with batteries, (vi) Damac communication racks/equipment and (v)
         command center in network operations room, (b) Tenant may, at Tenant's
         option, remove from the Data Center at the expiration of the Term (i)
         Liebert computer room air conditioners, (ii) security systems such as
         cameras and monitors, (iii) alarm equipment such as Liebert site scan
         and (iv) auto transfer switch, (c) Tenant must surrender with the Data
         Center (i) the raised access floor, (ii) the Data Center walls, ceiling
         and lighting, (iii) electrical conduits, wires, et cetera, (iv)
         mechanical piping and ductwork and (v) cable trays under the raised
         floor and above the T-bar ceiling, (d) Tenant may, with Landlord's
         prior written consent obtained at the expiration or earlier termination
         of the Term, which consent may be granted or withheld in Landlord's
         sole discretion, removed from the Data Center rooftop heat rejectors
         with pumps and accessories and/or electrical distribution panels, and
         (e) Tenant may surrender with the balance of the Premises telephone and
         data wiring which conforms to code and any Landlord's Work.

                                       17
<PAGE>


         personal property(45) of Tenant located in the Premises, whether the
         property of Tenant or leased by Tenant (including(46) the fixtures,
         improvements and other items agreed, in writing, by Landlord to belong
         to the Tenant as provided in the preceding sentence, shall be and
         remain the property of Tenant and shall be removed by Tenant at
         Tenant's sole cost and expense at the expiration of the Term. Tenant
         shall promptly repair any damage to the Premises or the Building
         resulting from such removal. Any of Tenant's property not removed from
         the Premises prior to the expiration of the Term shall, at Landlord's
         options, either become the property of Landlord or may be removed by
         Landlord and Tenant shall pay to Landlord the cost of such removal
         within ten (10) days after delivery of a bill therefor or Landlord, at
         its option, may deduct such amount from the Security Deposit. Any
         damage to the Premises, including any structural damage, resulting from
         Tenant's use or from the removal of Tenant's fixtures, furnishings and
         equipment, shall be repaired by Tenant at Tenant's expense.

SECTION XI.  ENTRY BY LANDLORD

Landlord reserves and shall at any and all times have the right (48)to enter
the Premises at reasonable times to inspect the same to determine whether Tenant
is complying with its obligations hereunder; to supply janitorial service and
any other service to be provided by Landlord hereunder; and, upon reasonable
notice to Tenant, may exhibit the Premises to prospective purchasers,
mortgagees(49) or(50) prospective tenants(51); to post notices of
nonresponsiblity; and to alter, improve or repair the Premises and any
portion of the Building and Project, without abatement of rent, and may for
that purpose erect scaffolding and other necessary structures that are
reasonably required by the character of the work to be performed by Landlord,
provided that the business of Tenant shall not be interfered with unreasonably.
For each of the aforesaid purposes, Landlord shall at all times have an retain
a key with which to unlock all of the doors in, upon and about the Premises,
excluding Tenant's vaults and safes, and Landlord shall have the right to use
any and all means which Landlord may deem proper to open such doors in the
event of an emergency. Any entry to the Premises or portions thereof obtained
by Landlord by any of said means, or otherwise, shall not under any
circumstances be

_____________________________

     43  furniture,

     44  .

     45  and movable trade fixtures

     46  any

     47  but excluding, at Landlord's option, any item paid for with the Tenant
         Allowance

     48  , upon reasonable advance notice to Tenant,

     49  , prospective tenants of other premises at the Project

     50  , during the last nine (9) months of the Term.

     51  of the Premises, in connection with each of which Tenant shall have the
         right to appoint a representative of Tenant to accompany Landlord



                                       18
<PAGE>

construed or deemed to be a forcible or unlawful entry into, or a detainer of,
the Premises, or an eviction, actual or constructive, of Tenant from the
Premises, or any portion thereof.


SECTION XII.  ALTERATIONS, ADDITIONS AND TRADE FIXTURES

Tenant shall not make any alterations, additions or improvements to the
Premises, or any part thereof, whether structural or nonstructural (hereafter
"Alterations"), without Landlord's prior written consent(52). In order to
obtain Landlord's preliminary consent, which preliminary consent may be given
or denied(53) in Landlord's sole discretion.(54) Tenant shall submit such
information as Landlord may require, including without limitation plans and
specifications for the Alterations. Any professional fees or other costs and
expenses incurred by Landlord in reviewing such plans and specifications
shall be paid to Landlord by Tenant as additional rent upon demand. After
Landlord gives preliminary consent, in order to obtain Landlord's final
consent, which consent may not be unreasonably withheld. Tenant shall then
submit (i) permits, licenses, bonds, and the construction contract, all in
conformance with the plans and specifications preliminarily approved by
Landlord; (ii) evidence of insurance coverage in such types and amounts and
from such insurers as Landlord deems satisfactory; and (iii) such other
information as Landlord deems reasonably necessary. The construction contract
shall, at a minimum, require the general contractor and all subcontractors to
obey the rules and regulations of the Building and Project. All Alterations
shall be done in a good workmanlike manner by qualified and licensed
contractors or mechanics, as approved by Landlord. In no event shall any
Alterations affect the structure of the Building or its exterior appearance.
All Alterations made by or for Tenant (other than Tenant's moveable trade
fixtures), shall, unless Landlord expressly requires or agrees otherwise in
writing, immediately become the property of Landlord, without compensation to
Tenant, but Landlord has no obligation to repair, maintain or insure those
Alterations. Carpeting, shelving and cabinetry are considered improvements of
the Premises and not moveable trade fixtures, regardless of how or where
affixed. No Alterations will be removed by Tenant from the Premises either
during or at the expiration or earlier termination of the Term, and they
shall be surrendered as a part of the Premises unless Landlord has required
that Tenant removed them. At Landlord's discretion, Alterations are subject
to removal by Tenant and at Tenant's sole cost and expense(55). Upon any such
removal, Tenant shall repair any damage caused to the Premises thereby, and
shall return the Premises to the condition they were in prior to installation
of such Alterations so removed. Tenant shall indemnify, defend and keep
Landlord free and harmless from and against all liability, loss, damage,
cost, attorney's fees and any other expense incurred on account of claims by
any person performing work or furnishing materials or supplies for Tenant or
any person claiming under Tenant. Landlord may require Tenant to provide
Landlord, at Tenant's sole cost and expense, a lien and completion bond in an
amount equal to one and one-half times the estimated cost of such
improvements, to insure Landlord against any liability for mechanic's liens
and to insure completion of the work. Landlord shall have the right at all
times to post on the Premises any notices permitted or required by law, or
that Landlord shall deem proper, for the protections of Landlord, the
Premises, the Building and the Project, and any other party having an
interest therein, from

_____________________________

     52  except that Tenant may make, without Landlord's prior consent but
         subject to the remaining provisions of this Section XII,
         non-structural Alterations to the Premises which do not affect the
         Building systems or the floor plan of the Premises, which do not cost,
         in the aggregate, over a twelve (12) month period in excess of
         $50,000.00 and which are consistent, in terms of quality and design,
         with the initial Tenant Improvements and Tenant's Work in the
         Premises

     53  , in the case of Alterations which affect Building structure and/or
         systems or the floor plan of the Premises,

     54  and otherwise in Landlord's reasonable discretion,

     55  unless, upon Tenant's written request therefor made at the time Tenant
         requests Landlord's consent to the Alterations, Landlords has
         specified otherwise in writing

                                       19

<PAGE>

mechanics' and materialmen's liens, and Tenant shall give to Landlord written
notice of the commencement of any construction in or on the Premises at least
thirty (30) business days prior thereto. Prior to the commencement of any such
construction, Landlord shall be furnished certificates of insurance, naming
Landlord as an additional insured, evidencing that each contractor performing
work has insurance acceptable to Landlord, including but not limited to general
liability insurance of not less that Two Million Dollars ($2,000,000.00) and
worker's compensation insurance in the statutorily required amount.

SECTION XIII.  MECHANIC'S LIENS

Tenant shall keep the Premises, the Building and the Project free from any liens
arising out of any work performed, material furnished or obligation incurred by
or for Tenant or any person or entity claiming through or under Tenant. In the
event that Tenant shall not, within fifteen (15) days following the imposition
of any such lien, cause the same to be released of record by payment or passing
of a proper bond. Landlord shall have, in addition to all other remedies
provided herein and by law, the right, but not the obligation, to cause such
lien to be released by such means as Landlord deems proper, including payment of
the claim giving rise to such lien. All such sums paid and all expenses incurred
by Landlord in connection therewith shall be due and payable to Landlord by
Tenant on demand.


SECTION XIV.  INSURANCE

A.  TENANT

    During the Term hereof, Tenant shall keep in full force and effect the
    following insurance and shall provide appropriate insurance certificates to
    Landlord prior to the Lease Commencement Date and annually thereafter before
    the expiration of each policy:

    (1) Commercial general liability insurance for the benefit of Tenant and
        Landlord as an additional insured, with a limit of not less than One
        Million Dollars ($1,000,000.00) combined single limit per occurrence,
        against claims for personal injury liability including, without
        limitation, bodily injury, death or property damage liability and
        covering (i) the business(es) operated by Tenant and by any subtenant of
        Tenant on the Premises, (ii) operations of independent contractors
        engaged by Tenant for services or construction on or about the Premises,
        and (iii) contractual liability;

    (2) Fire, extended coverage, vandalism and malicious mischief insurance,
        insuring the personal property, furniture, furnishings and fixtures
        belonging to Tenant located on the Premises for not less than one
        hundred percent (100%) of the actual replacement value thereof;

    (3) Workers' compensation in the amount required by law;

    (4) Business interruption or loss of income insurance in amounts
        satisfactory to Landlord, with rental interruption rider assuring
        Landlord that the rent due hereunder will be paid for a period of not
        less than twelve (12) months if the Premises are destroyed or rendered
        inaccessible by a risk insured against by a policy of all risk
        insurance; and

    (5) Such other insurance (57) as Landlord deems reasonably necessary (58).


------------------------
 (56) fifteen (15)

 (57) (other than earthquake insurance)

                                       20
<PAGE>

    Each insurance policy obtained by Tenant pursuant to this Lease shall
    contain a clause that the insurer will provide Landlord with at least thirty
    (30) days' prior written notice of any material change, non-renewal or
    cancellation of the policy, shall be in a for satisfactory to Landlord and
    shall be taken out with an insurance company authorized to do business in
    the State in which the Project is located and rated not less than Best's
    Financial Class X and Best's Policy Holder Rating "A". In addition, any
    insurance policy obtained by Tenant shall be written as a primary policy,
    and shall not be contributing with or in excess of any coverage which
    Landlord may carry, and shall have loss payable clauses satisfactory to
    Landlord and in favor of Landlord naming Landlord, and any other party
    reasonably designated by Landlord, as an additional insured. The liability
    limits of the above described insurance policies shall in no matter limit
    the liability of Tenant under the terms of Sections XV, below.

    Not more frequently than every two (2) years, if, in the reasonable opinion
    of Landlord, the amount of liability insurance specified in this Section
    XIV, in not adequate, the above-described limits of coverage shall be
    adjusted by Landlord, by written notification to Tenant, in order to
    maintain the level of insurance protection at least equal to the protection
    afforded on the date the Term commences(59). If Tenant fails to maintain and
    secure the insurance coverage required under this Section XIV., then
    Landlord shall have, in addition to all other remedies provided herein and
    by law, the right, but not the obligation, to procure and maintain such
    insurance, the cost of which shall be due and payable to Landlord by Tenant
    on demand.

    If, on account of the failure of Tenant to comply with the provisions of
    this Section, Landlord is deemed a co-insurer by its insurance carrier, then
    any loss or damage which Landlord shall sustain by reason thereof shall be
    borne by Tenant and shall be immediately paid by Tenant as additional rent
    upon receipt of a bill therefor and evidence of such loss.

B.  LANDLORD

    During the Term hereof, Landlord shall keep in full force and effect the
    following insurance:

    (1) Fire, extended coverage and vandalism and malicious mischief insurance
        insuring the Building and Project of which the Premises are a part in an
        amount not less than eighty percent (80%) (or such greater percentage as
        may be required by law) of the full replacement cost thereof; and

    (2) Such other insurance as Landlord deems necessary in its sole and
        absolute discretion(60).

    All insurance policies shall be issued in the names of Landlord and
    Landlord's leader, and any other party reasonably designated by Landlord
    as an additional insured, as their interests appear. The insurance policies
    shall provide that any proceeds shall be made payable to Landlord, or to the
    holders of mortgages or deed of trust encumbering.

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

 (58) , and which other owners of comparable buildings in the general
      geographic area of the Project require tenants to carry

 (59) and a level of insurance protection comparable to that required,
      considering all pertinent factors, including, without limitation, the
      use of the Premises, to be carried by landlords of first class
      buildings in the Los Angeles area

 (60) , provided that Landlord adjusts the Base Operating Expense appropriately
      in the event Landlord carries additional insurance of a type not
      included in determining the Base Operating Expense which is not a
      replacement for insurance costs included in the Base Operating Expense.


                                       21
<PAGE>

    Landlord's interest in the Premises, Building, and Project, or to any other
    party reasonably designated by Landlord as an additional insured, as their
    interests shall appear. All insurance premiums for Landlord's insurance
    shall be included in Common Operating Costs.

    (61)

C.  WAIVER OF SUBROGATION

    Landlord and Tenant each hereby waives any and all rights of recovery
    against the other, and against any other tenant or occupant of the Project
    and against the officers, employees, agents, representatives, customers and
    business visitors of such other party and of each such other tenant or
    occupant of the Project, for loss of or damage to such waiving party or its
    property or the property of others under its control, arising from any cause
    insured against under any policy of property insurance required to be
    carried by such waiving party pursuant to the provisions of this Lease (or
    any other policy of property insurance carried by such waiving party in lieu
    thereof) at the time of such loss or damage. The foregoing waiver shall be
    effective whether or not a waiving party actually obtains and maintains such
    insurance which such waiving party is required to obtain and maintain
    pursuant to this Lease (or any substitute therefor). Landlord and Tenant
    shall, upon obtaining the policies of insurance which they are required to
    maintain hereunder, give notice to their respective insurance carrier or
    carriers that the foregoing mutual waiver of subrogation is contained in
    this Lease.

SECTION XV.  INDEMNITY

A.  TENANT

    Tenant agrees to indemnify, defend and hold Landlord and its officers,
    directors, partners and employees entirely harmless from and against all
    liabilities, losses, demands, actions, expenses or claims, including
    reasonable attorneys' fees and court costs(62), for injury to
    or death of any person or for damages to any property or for violation of
    law arising out of or in any manner connected with (i) the use, occupancy or
    enjoyment of the Premises, Building or Project by Tenant or Tenant's agents,
    employees, invitees or contractors (the "Tenant's Agents") or any work,
    activity or other things allowed or suffered by Tenant or Tenant's Agents to
    be done in or about the Premises, Building or Project, (ii) any breach or
    default in the performance of any obligation of Tenant under this Lease, and
    (iii) any act or failure to act, whether negligent or otherwise tortious, by
    Tenant or Tenant's Agents in or about the Premises, Building or Project(63).

B.  LIMITATION ON LANDLORD'S LIABILITY: RELEASE OF DIRECTORS, OFFICERS, AND
    PARTNERS OF LANDLORD

    Tenant agrees that, in the event Tenant shall have any claim against
    Landlord under this Lease arising out of the subject matter of this Lease,
    Tenant's sole recourse shall be


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

 (61) If, on account of the failure of Landlord to comply with the provisions
      of this Section, Tenant is deemed a co-insurer by its insurance
      carrier, then any loss or damage which Tenant shall sustain by reason
      thereof shall be borne by Landlord and shall be immediately paid by
      Landlord upon receipt of a bill therefor and evidence of such loss.

 (62) (herein "Claims")

 (63) Notwithstanding the foregoing, if and to the extent that a court of
      competent jurisdiction determines that a Claim was caused by the gross
      negligence or willful misconduct of Landlord, then Landlord shall be
      required to reimburse to Tenant the reasonable attorneys' fees incurred
      by Tenant in defending Landlord in connection with such Claim.


                                       22

<PAGE>
     against the Landlord's interest in the Building, for the satisfaction of
     any claim, judgment or decree requiring the payment of money by Landlord
     as a result of a breach hereof or otherwise in connection with this Lease,
     and no other property or assets of Landlord, its successors or assigns,
     shall be subject to the levy, execution or other enforcement procedure for
     the satisfaction of any such claim, judgment, injunction or decree.
     Moreover, Tenant agrees that Landlord shall in no event and under no
     circumstances be responsible for any consequential damages incurred or
     sustained by Tenant, or its employees, agents, contractors or invitees as a
     result of or in any way connected to Tenant's occupancy of the Premises.
     Tenant further hereby waives any and all right to assert any claim against
     or obtain any damages from, for any reason whatsoever, the directors,
     officers and partners of Landlord, including all injuries, damages, or
     losses to Tenant's property, real and personal, whether known, unknown,
     foreseen, unforeseen, patent or latent, which Tenant may have against
     Landlord or its directors, officers or partners. Tenant understands and
     acknowledges the significance and consequence of such specific waiver.

     Landlord shall not be liable or responsible to Tenant for any loss or
     damage to any property or person occasioned by theft, fire, act of God,
     public enemy, injunction, riot, strike, insurrection, war, court order,
     requisition, or order of governmental body or authority, or for any damage
     or inconvenience that may arise through repair or alteration of any part of
     the Project, the Building or the Premises, or a failure to make any such
     repairs, except as expressly provided in this Lease.

SECTION XVI. ASSIGNMENT AND SUBLETTING BY TENANT

A.   Tenant shall not, directly or indirectly, voluntarily or by operation of
     law, sell, assign, encumber, pledge or otherwise transfer or hypothecate
     all or any part of the Premises or Tenant's leasehold estate hereunder
     (collectively "Assignment"), or permit the Premises to be occupied by
     anyone other than Tenant or sublet the Premises ("Sublease") or any portion
     thereof without Landlord's prior written consent being had and obtained in
     each instance, subject to the terms and conditions contained in this
     Section(64)

B.   If Tenant desires at any time to enter into an Assignment of this Lease
     or a Sublease of the Premises or any portion thereof(65), Tenant shall
     request, in writing, at least sixty (60) days prior to the effective date
     of the Assignment or Sublease, Landlord's consent to the Assignment or
     Sublease, and shall provide Landlord with the following information:

     (1)  The name of the proposed assignee, subtenant or occupant;

     (2)  The nature of the proposed assignee's, subtenant's or occupant's
          business to be carried on in the Premises;

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

(64) Notwithstanding the foregoing, Landlord's consent to an Assignment or
     Sublease to Tenant's parent or to a wholly-owned subsidiary of Tenant or
     its parent (herein, "Affiliate") shall not be required so long as there is
     no change in use of the Premises. Moreover, Landlord's prior consent shall
     not be required in connection with an Assignment of the Lease in connection
     with (1) a sale of all or substantially all of Tenant's assets to a single
     purchaser in a single transaction, (2) a merger or consolidation of Tenant
     with or into another entity or (3) in connection with a public offering of
     Tenant's stock on a nationally recognized public exchange, so long as, in
     connection therewith, (a) there shall be no change in use of the Premises
     and (b) the net worth and proforma revenues of the assignee immediately
     after such transfer are equal to or greater than that of Tenant immediately
     prior to such transfer.

(65) for which Landlord's consent is required hereunder


                                       23

<PAGE>

     (3)  The terms and provisions of the proposed Assignment or Sublease and a
          copy of such documents; and

     (4)  Such financial information concerning the proposed assignee, subtenant
          or occupant which Landlord shall have requested following its receipt
          of Tenant's request for consent.

     (66)

C.   At any time within thirty (30) days after Landlord's receipt of the notice
     specified above, Landlord may by written notice to Tenant elect either to
     (a) consent to the proposed Assignment or sublease(67), (b) refuse to
     consent to the proposed Assignment or Sublease. Landlord the Tenant agree
     (by way of example and without limitation) that Landlord shall be entitled
     to take into account any fact or factor which Landlord reasonably deems
     relevant to such decision, including but not necessarily limited to the
     following, all of which are agreed to be reasonable factors for Landlord's
     consideration:

     (1)  The financial strength of the proposed assignee or subtenant (which
          shall be at least equal to that of Tenant as of the date of execution
          of this Lease).

     (2)  The experience of the proposed assignee or subtenant with respect to
          businesses of the type and size which such assignee or subtenant
          proposes to conduct in the Premises.

     (3)  The quality and nature of the business and/or services to be conducted
          in or from the Premises by the proposed assignee or subtenant and in
          any other locations which it has.

     (4)  Violation of exclusive use rights previously granted by Landlord to
          other tenants of the Building or Project.

     (5)  The effect of the type of services and business which the proposed
          assignee or subtenant proposes to conduct in the Premises upon the
          tenant mix in the Building or in the portion of the Project which
          contains the Premises, including duplication of services offered by
          surrounding tenants and compatibility of the services and business
          which such assignee or subtenant proposes to conduct in or offer from
          the Premises with business and services conducted by surrounding
          tenants in the Project.

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

(66) Tenant shall also provide to Landlord the foregoing information at the time
     Tenant notifies Landlord of any Assignment or Sublease for which Landlord's
     consent is not required hereunder.

(67) or


                                       24

<PAGE>

     (8)  Whether the business in the Premises is, and whether the business to
          be operated by the proposed assignee or subtenant will be, a(68)

     (9)  Whether there then exists any default by Tenant pursuant to this Lease
          or any non-payment or non-performance by Tenant under this Lease
          which, with the passage of time and/or the giving of notice, would
          constitute a default under this Lease.

     (10) Any fact or factor upon which Landlord reasonably concludes that the
          business to be conducted by such assignee or subtenant will not be a
          financial success in the Premises.

     Moreover, Landlord shall be entitled to be reasonably satisfied that each
     and every covenant, condition or obligation imposed upon Tenant by this
     Lease and each and every right, remedy or benefit afforded Landlord by this
     Lease is not impaired or diminished by such Assignment or Sublease. In no
     event shall there be any substantial change in the use of the Premises in
     connection with any Assignment or Sublease except as expressly approved in
     writing by Landlord in advance. Landlord and Tenant acknowledge that the
     express standards and provisions set forth in this Lease dealing with
     Assignment and Sublease, including those set forth in subsections XVI.D.,
     E. and G. have been freely negotiated and are reasonable at the date hereof
     taking into account Tenant's proposed use of the Premises and the nature of
     the Building and Project. No withholding of consent by Landlord for any
     reason deemed sufficient by Landlord shall give rise to any claim by Tenant
     or any proposed assignee or subtenant or entitle Tenant to terminate this
     Lease or to any abatement of rent. Approval of any Assignment of Tenant's
     interest shall, whether or not expressly so stated, be conditioned upon
     such assignee assuming in writing all obligations of Tenant hereunder by a
     written instrument satisfactory to Landlord.

D.   If Landlord consents to the Sublease or Assignment within said thirty (30)
     day period, Tenant may enter into such Assignment or Sublease of the
     Premises or portion thereof, but only upon the terms and conditions set
     forth in the notice furnished by Tenant to Landlord pursuant to subsection
     B. above; provided, however, that in connections with(69) such Assignment
     or Sublease(70), as a condition to Landlord's consent, Tenant shall pay to
     Landlord one hundred percent (100%) of the excess, if any, of (i) in the
     case of an Assignment, the rental and other payment obligations of the
     proposed assignee under the terms of the proposed Assignment over (71) the
     rental and other payment obligations of Tenant under the terms of this
     Lease(72), or (ii) in the case of a Sublease, the amount proposed to be
     paid by the sublessee over (73) the proportionate amount of rental and
     other

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

(68) place of public accommodation.

(69) any

(70) to any person or entity other than an Affiliate

(71) (a)

(72) plus (b) the unamortized costs of Improvements incurred and paid for by
     Tenant (i.e., not covered by the Tenant Allowance) which are included
     in Tenant's Work and which are usable and used by the assignee and
     brokers' commissions, advertising costs and costs of tenant improvements
     required to be paid or performed by Tenant as a condition to or in
     connection with such Assignment

(73) (1)

                                      25
<PAGE>

   payment obligations required to be paid by Tenant to Landlord under the terms
   of this Lease (74) as applicable to the portion of the Premises so subleased.

E. No consent by Landlord to any Assignment or Sublease by Tenant shall
   relieve Tenant of any obligation to be performed by Tenant under this Lease,
   whether arising before or after the Assignment or Sublease. The consent by
   Landlord to any Assignment or Sublease shall not relieve Tenant of the
   obligation to obtain Landlord's express written consent to any other
   Assignment or Sublease. Any Assignment or Sublease that is not in compliance
   with this Section shall be void and, at the option of Landlord, shall
   constitute a material default by Tenant under this Lease. The acceptance of
   rent by Landlord or payment to Landlord of any other monetary obligation by a
   proposed assignee or sublessee shall not constitute the consent by Landlord
   to such Assignment or Sublease. Tenant shall promptly provide to Landlord a
   copy of the fully executed Sublease or Assignment.

F. Any sale or other transfer, including transfer by consolidation, merger
   or reorganization, of twenty-five percent (25%) or more of the voting stock
   of Tenant, if Tenant is a corporation, or any sale or other transfer of
   twenty-five percent (25%) or more of the partnership interest in Tenant, if
   Tenant is a partnership, shall be an Assignment for purposes of this Section.
   As used in this subsection, the term "Tenant" shall also mean any entity that
   has guaranteed Tenant's obligation under this Lease, and the prohibition
   hereof shall be applicable to any sales or transfers of stock or partnership
   interests of said guarantor.

G. Each assignee, sublessee or other transferee, other than Landlord, shall
   assume, as provided in this subsection all obligations of Tenant under this
   Lease and shall be and remain liable jointly and severally with Tenant for
   the payment of Monthly Rental and all other monetary obligations hereunder,
   and for the performance of all the terms, covenants, conditions and
   agreements herein contained on Tenant's part to be performed for the Term;
   provided, however, that the assignee, sublessee, or other transferee shall be
   liable to Landlord for rent only in the amount set forth in the Assignment or
   Sublease. No Assignment shall be binding on Landlord unless the assignee or
   Tenant shall deliver to Landlord a counterpart of the Assignment and an
   instrument in recordable form that contains a covenant of assumption by the
   assignee satisfactory in substance and form to Landlord, consistent with the
   requirements of this subsection but the failure or refusal of the assignee to
   execute such instrument of assumption shall not release or discharge the
   assignee from its liability as set forth above.

H. If this Lease is assigned to any person or entity pursuant to the
   provisions of the Bankruptcy Code, 11 U.S.C. Section 101 ET SEQ., (the
   "Bankruptcy Code"), any and all monies or other consideration payable or
   otherwise to be delivered in connection with such assignment shall be paid
   or delivered to Landlord, shall be and remain the exclusive property of
   Landlord and shall not constitute property of Tenant or of the estate of
   Tenant within the meaning of the Bankruptcy Code. 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 for the benefit of
   Landlord and be promptly paid or delivered to Landlord.

I. 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 arising under this Lease on and
   after the date of such assignment. Any

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

(74)      plus (2) the unamortized costs of improvements incurred and paid for
          by Tenant (I.E., not covered by the Tenant Allowance) which are
          included in Tenant's Work and which are usable and used by the
          subtenant and brokers' commissions, advertising costs and costs of
          tenant improvements required to be paid or performed by Tenant as a
          condition to or in connection with such Sublease, spread evenly over
          the term of the Sublease and deducted from the sublessee's rentals so
          amortized, in each case


                                       26

<PAGE>

   such assignee shall upon demand execute and deliver to Landlord an
   instrument confirming such assumption.

J. Tenant shall pay Landlord's expenses and (75) attorneys' fees
   incurred in processing an Assignment or Sublease, but in no event less than
   Five Hundred Dollars ($500.00) for each such proposed transfer to cover
   the legal review and processing expenses of Landlord, whether or not Landlord
   shall grant its consent to such proposed transfers.

K. All options to extend, renew or expand, if any, contained in this Lease are
   personal to Tenant (76). Consent by Landlord to any Assignment or
   Subletting shall not include consent to the assignment or transfer of any
   such rights with respect to the Premises or any special privileges or extra
   services granted to Tenant by this Lease, or any addendum or amendment
   hereto or letter of agreement. All such options, rights, privileges and extra
   services shall terminate upon such assignment or subletting unless Landlord
   specifically grants in writing such options, rights, privileges and extra
   services to such assignee or subtenant.

SECTION XVII. TRANSFER OF LANDLORD'S INTEREST

In the event Landlord shall sell or otherwise convey its title to the
Building, then, after the effective date of such sale or conveyance, Landlord
shall have no further liability under this Lease to Tenant except as to
matters of liability which have accrued and are unsatisfied as of the date of
sale or conveyance, and Tenant shall seek performance solely from Landlord's
purchaser or successor in title. In connection with such sale or transfer,
Landlord may assign its interest under this Lease without notice to or
consent by Tenant. In such event, Tenant agrees to be bound to any successor
Landlord.

SECTION XVIII. DAMAGE AND DESTRUCTION

A. MINOR INSURED DAMAGE

   In the event the Premises or the Building, or any portion thereof, is damaged
   or destroyed by any casualty that is covered by the insurance maintained by
   Landlord pursuant to Section XIV, above, then Landlord shall rebuild, repair
   and restore the damaged portion thereof, provided that (1) the amount of
   insurance proceeds available to Landlord equals or exceeds the cost of such
   rebuilding, restoration and repair, (2) such rebuilding, restoration and
   repair can be completed within one hundred eighty (180) days after the work
   commences in the (77) opinion of a registered architect or engineer
   appointed by Landlord, (3) the damage or destruction has occurred more than
   twelve (12) months before the expiration of the Term, and (4) such
   rebuilding, restoration or repair is then permitted, under applicable
   governmental laws, rules and regulations, to be done in such a manner as to
   return the damaged portion thereof to substantially its condition immediately
   prior to the damage or destruction, including, without limitation, the same
   net rentable floor area. To the extent that insurance proceeds must be paid
   to a mortgagee or beneficiary under, or must be applied to reduce any
   indebtedness secured

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

(75)     reasonable

(76)     , and may be transferred by Tenant only to an Affiliate to whom Tenant
         assigns the Lease

(77)     reasonable


                                       27

<PAGE>

                                [MISSING TEXT]

                                [PAGE TO COME]



                                       28

<PAGE>

   the condemnation or taking, this Lease shall automatically terminate as of
   the earlier of the date on which actual physical possession is taken by the
   condemnor or the date of dispossession of Tenant as a result of such
   condemnation or other taking. If less than all or substantially all of the
   Premises is so condemned or taken, this Lease shall automatically terminate
   only as to the portion of the Premises so taken as of the earlier of the date
   on which actual physical possession is taken by the condemnor or the date of
   dispossession of Tenant as a result of such condemnation or taking (79). If
   such portion of the Building is condemned or otherwise taken so as to
   require, in the opinion of Landlord, a substantial alteration or
   reconstruction of the remaining portions thereof, this Lease may be
   terminated by Landlord, as of the date on which actual physical possession is
   taken by the condemnor or dispossession of Tenant as a result of such
   condemnation or taking, by written notice to Tenant within sixty (60) days
   following notice to Landlord of the date on which such physical possession is
   taken or dispossession will occur.

B. AWARD

   Landlord shall be entitled to the entire award if any condemnation
   proceeding or other proceeding for taking for public or quasi-public use,
   including, without limitation, any award made for the value of the leasehold
   estate created by this Lease. No award for any partial or total taking shall
   be apportioned, and Tenant hereby assigns to Landlord any award that may be
   made in such condemnation or other taking, together with any and all rights
   of Tenant now or hereafter arising in or to the same or any part thereof.
   Although all damages in the event of any condemnation are to belong to
   Landlord whether such damages are awarded as compensation for diminution in
   value of the leasehold or to the fee of the Premises. Tenant shall have the
   right to claim and recover from the condemnor, but not from Landlord, such
   compensation as may be separately awarded or recoverable by Tenant in
   Tenant's own right on account of damages to Tenant's business by reason of
   the condemnation and for or on account of any cost or loss to which Tenant
   might be put in removing Tenant's merchandise, furniture and other personal
   property, fixtures, and equipment or for the interruption of or damage to
   Tenant's business.

C. ABATEMENT IN RENT

   In the event of a partial condemnation or other taking that does not
   result in a termination of this Lease as to the entire Premises pursuant to
   this Section the rent and all other charges shall abate in proportion to the
   portion of the Premises taken by such condemnation or other taking. If this
   Lease is terminated, in whole or in part, pursuant to any of the provisions
   of this Section all rentals and other charges payable by Tenant to Landlord
   hereunder and attributable to the Premises taken shall be paid up to the date
   upon which actual physical possession shall be taken by the condemnor.
   Landlord shall be entitled to retain all of the Security Deposit until such
   time as this Lease is terminated as to all of the Premises.

D. TEMPORARY TAKING

   If all or any portion of the Premises is condemned or otherwise taken for
   public or quasi-public use for a limited period of time (80), this Lease
   shall remain in full force and effect and Tenant shall continue to perform
   all terms, conditions and covenants of this Lease; provided, however, the
   rent and all other charges payable by Tenant to Landlord

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

(79)     ; provided, hovever, if more than ten percent (10%) of the Premises is
         taken in condemnation, then unless Landlord makes available additional
         replacement space in the Building, Tenant shall have the right to
         terminate the Lease, effective as of the date such portion of the
         Premises is taken.

(80)     (not to exceed six (6) consecutive months, if the taking materially
         impairs Tenant's ability to use the Premises)


                                       29

<PAGE>


         (a) The worth at the time of award of the unpaid rent which had been
             earned at the time of termination;

         (b) The worth at the time of award of the amount by which the unpaid
             rent which would have been earned after termination until the time
             of award exceeds the amount of such rental loss that Tenant
             proves could have been reasonably avoided;

         (c) The worth at the time of award of the amount by which the unpaid
             rent for the balance of the Term after the time of award exceeds
             the amount of rental loss that Tenant proves could be reasonably
             avoided; and

         (d) Any other amount necessary to compensate Landlord
             for all the detriment proximately caused by Tenant's failure
             to perform its obligations under this Lease or which in the
             ordinary course of things would be likely to result therefrom,
             including, but not limited to, any(93) attorneys' fees,
             broker's commissions or finder's fees (not only in connection
             with the reletting of the Premises, but also that portion of
             any leasing commission paid by Landlord in connection with
             this Lease which is applicable to that portion of the Term
             which is unexpired as of the date on which this Lease is
             terminated); the then unamortized cost of any tenant
             improvements constructed for or on behalf of Tenant by or at the
             expense of Landlord or of any moving allowance or other
             concession made available to Tenant and/or paid by Landlord
             pursuant to this Lease; any costs for repairs, clean-up,
             refurbishing, removal (including the repair of any damage
             caused by such removal) and storage (or disposal) of Tenant's
             personal property, equipment, fixtures, and anything else that
             Tenant is required (under this Lease) to remove but does not
             remove; any costs for alterations, additions and renovations;
             and any other costs and expenses, including reasonable
             attorneys' fees and costs, incurred by Landlord in regaining
             possession of and reletting (or attempting to relet) the
             Premises.

    (2) The right to continue this Lease in effect and to enforce all of
        Landlord's rights and remedies under this Lease, including the right
        to recover rent and any other additional monetary charges as they
        become due, for as long as Landlord does not terminate Tenant's right
        to possession. Acts of maintenance or preservation, efforts to relet
        the Premises, the appointment of a receiver upon Landlord's initiative
        to protect its interest under this Lease or Landlord's withholding of
        consent to an Assignment or Subletting pursuant to the terms and
        conditions of Section XVI, above shall not constitute a termination of
        Tenant's right to possession.

    (3) The foregoing provisions of clause (2) shall apply even
        though Tenant has breached the Lease and abandoned the Premises, in
        which case Landlord shall have the right to re-enter the Premises
        with or without process of law to eject therefrom all parties in
        possession thereof, and, without terminating this Lease, at any
        time and from time to time, but without obligation to do so, to
        relet the Premises and the improvements located therein or any part
        or parts of any thereof for the account of Tenant, or otherwise, on
        such conditions as Landlord in its discretion may deem proper, with
        the right to make alterations and repairs to the Premises in
        connection therewith, and to receive and collect the rents
        therefor, and apply the same (i) first to the payment of such costs
        and expenses as Landlord may have paid, assumed or incurred: (A) in
        recovering possession of the Premises and said improvements,
        including attorneys' fees, and costs; (B) expenses for placing the
        Premises and said improvements in good order and condition, for
        decorating and preparing the Premises for reletting; (C) for making

---------------------
  (93) reasonable


                                         32

<PAGE>

        any alterations, repairs, changes or additions to the Premises that
        may be necessary or convenient; and (D) all other costs and
        expenses, including leasing and subleasing commissions, and charges
        paid, assumed or incurred by Landlord in or upon reletting the
        Premises and said improvements, or in fulfillment of the covenants
        of Tenant under this Lease; (ii) then to the payment of Monthly
        Rental, Tenant's Proportionate Share of Common Operating Costs, and
        other monetary obligations due and unpaid hereunder; and (iii) any
        balance shall be held by Landlord and applied in payment of future
        amounts as the same may become due and payable hereunder. Any such
        reletting may be for the remainder of the term of this Lease or for
        a longer or shorter period. The tenant(s) or subtenant(s)
        thereunder shall be under no obligation whatsoever with regard to
        the application by Landlord of any rent collected by Landlord from
        such tenant or subtenant to any and all sums due and owing or which
        may become due and owing under the provisions of this Lease, nor
        shall Tenant have any right or authority whatever to collect any
        rent whatever from such tenant(s) or subtenant(s). If Tenant has
        been credited with any rent received by such reletting and such
        rent shall not be promptly paid to Landlord by the tenant(s) or
        subtenant(s), or if such rentals received from reletting during any
        month are less than those to be paid during that month by Tenant
        hereunder, Tenant shall pay any such deficiency to Landlord. Such
        deficiency shall be calculated and paid monthly. Tenant shall also
        pay to Landlord as soon as ascertained, any costs and expenses
        incurred by Landlord in such reletting or in making such
        alterations and repairs not covered by the rentals received from
        such reletting. No taking of possession of the Premises by Landlord
        shall be construed as Landlord's acceptance of a surrender of the
        Premises by Tenant or an election of Landlord's part to terminate
        this Lease unless written notice of such intention is given to
        Tenant. Notwithstanding any such subletting without termination,
        Landlord may at any time thereafter elect to terminate this Lease
        for such previous breach. Election by Landlord to proceed pursuant
        to this clause (3) shall be made upon written notice to Tenant and
        shall be deemed an election of the remedy described in California
        Civil Code Section 1951.4 (providing that a lessor of real property
        may continue a lease in effect after a lessee's breach or
        abandonment and recover rent as it becomes due, if the lessee has
        the right to sublet or assign, subject only to reasonable
        limitations). If Landlord elects to pursue such remedy, unless
        Landlord relets the Premises, Tenant shall have the right to
        sublet the Premises and to assign its interest in this Lease,
        subject to all of the standards and conditions set forth in Section
        XVI. Landlord may elect to terminate the prosecution of such remedy
        at any time by written notice to Tenant, and the right of Tenant to
        sublet or assign shall terminate upon receipt by Tenant of such
        notice.

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

SECTION XXI. LATE PAYMENTS/INTEREST AND LATE CHARGES

A.  INTEREST

    Any amount due from Tenant to Landlord which is not paid when
    due shall bear interest at the maximum rate permitted by law from
    the date such payment is due until paid, except that amounts spent
    by Landlord on behalf of Tenant shall bear interest at such rate
    from the date of disbursement by Landlord which Tenant agrees is to
    compensate


                                     33

<PAGE>

    Landlord for Tenant's use of Landlord's money after it is due.
    Payment of such interest shall not excuse or cure any default by Tenant
    pursuant to this Lease. Such rate shall remain in effect after the
    occurrence of any breach or default hereunder by Tenant to and
    until payment of the entire amount due.

B.  LATE CHARGES

    TENANT HEREBY ACKNOWLEDGES THAT IN ADDITION TO LOST INTEREST,
    THE LATE PAYMENT BY TENANT TO LANDLORD OF RENT OR ANY OTHER SUMS
    DUE HEREUNDER WILL CAUSE LANDLORD TO INCUR OTHER COSTS NOT
    CONTEMPLATED IN THIS LEASE, THE EXACT AMOUNT OF WHICH WILL BE
    EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. SUCH OTHER
    COSTS INCLUDE, BUT ARE NOT LIMITED TO, PROCESSING, ADMINISTRATIVE
    AND ACCOUNTING COSTS, AND LATE CHARGES WHICH MAY BE IMPOSED UPON
    LANDLORD BY THE TERMS OF ANY ENCUMBRANCE COVERING THE PREMISES.
    ACCORDINGLY, IF ANY INSTALLMENT OF RENT OR ANY ADDITIONAL RENT OR
    OTHER SUM DUE FROM TENANT SHALL NOT BE RECEIVED BY LANDLORD WHEN
    SUCH AMOUNT SHALL BE DUE (WITHOUT REGARD TO ANY GRACE PERIOD
    GRANTED IN THIS LEASE), TENANT SHALL PAY TO LANDLORD AS ADDITIONAL
    RENT HEREUNDER A LATE CHARGE EQUAL TO (94) PERCENT ((95)%) OF SUCH OVERDUE
    AMOUNT. THE PARTIES HEREBY AGREE THAT (I) SUCH LATE CHARGE REPRESENTS A
    FAIR AND REASONABLE ESTIMATE OF THE COSTS LANDLORD WILL INCUR IN
    PROCESSING SUCH DELINQUENT PAYMENT BY TENANT, (II) SUCH LATE CHARGE
    SHALL BE PAID TO LANDLORD AS LIQUIDATED DAMAGES FOR EACH DELINQUENT
    PAYMENT, AND (III) THE PAYMENT OF THE LATE CHARGE IS TO COMPENSATE
    LANDLORD FOR THE ADDITIONAL ADMINISTRATIVE EXPENSE INCURRED BY LANDLORD
    IN HANDLING AND PROCESSING DELINQUENT PAYMENTS.


    /s/                                      /s/
    --------------------                     --------------------
    Landlord's Initials                      Tenant's Initials

C.  CONSECUTIVE LATE PAYMENT OF RENT

    Following each (96) consecutive late payment of rent, Landlord shall
    have the option (i) to require that beginning with the first payment of
    rent next due, rent shall no longer be paid in monthly installments but
    shall be payable quarterly three (3) months in advance and/or (ii) to
    require that Tenant increase the amount, if any, of the Security Deposit
    by one hundred percent (100%), which additional Security Deposit shall
    be retained by Landlord, and may be applied by Landlord, in the manner
    provided for Security Deposits in this Lease.

D.  NO WAIVER

    Neither assessment nor acceptance of partial payments, interest
    or late charges by Landlord shall constitute a waiver of Tenant's
    default with respect to such overdue amount, nor prevent Landlord
    from exercising any of its other rights and remedies under this
    Lease. Nothing contained in this Section shall be deemed to
    condone, authorize, sanction or grant to Tenant an option for the
    late payment of rent, additional rent or


---------------------
  (94) FIVE

  (95) 5

  (96) third

                                       34
<PAGE>

         other sums due hereunder, and Tenant shall be deemed in default with
         regard to any such payments should the same not be made by the date
         on which they are due.

SECTION XXII. LIEN FOR RENT


SECTION XXIII. HOLDING OVER

         Any holding over by Tenant in the possession of the Premises, or any
         portion thereof, after the expiration or earlier termination of the
         Term, with or without the consent of Landlord, shall be construed to
         be a tenancy from month to month at (97) of the Monthly Rental
         herein specified for the last month in the Term (prorated on a
         monthly basis) unless Landlord shall specify a lesser amount for
         rent in its sole discretion, together with an amount estimated by
         Landlord for the monthly Common Operating Costs payable under this
         Lease, and shall otherwise be on the terms and conditions herein
         specified as far as applicable. Any holding over without Landlord's
         consent shall constitute a default by Tenant and shall entitle
         Landlord to pursue all remedies provided in this Lease and Tenant
         shall be liable for any and all direct or consequential damages or
         losses of Landlord resulting from Tenant's holding over without
         Landlord's consent.

SECTION XXIV. ATTORNEYS' FEES

Tenant shall pay to Landlord all amounts for costs and expenses, including,
but not limited to, reasonable attorneys' fees and amounts paid to any
collection agency, incurred by Landlord in

----------------------
(97)     one hundred fifty percent (150%)


                                      35

<PAGE>

connection with any breach or default by Tenant under this Lease. Tenant
shall also pay to Landlord all such amounts, including attorneys' fees,
incurred by Landlord in responding to any request by Tenant (a) to amend or
modify this Lease or (b) to prepare any statement or document in connection
with this Lease, including without limitation estoppel certificates or
subordination agreements or the like. Such amounts shall be payable upon
demand. In addition, if any action shall be instituted by either Landlord or
Tenant for the enforcement or interpretation of any of its rights or remedies
in or under this Lease, the prevailing party shall be entitled to recover from
the losing party all costs incurred by the prevailing party in said action
and any appeal therefrom, including reasonable attorneys' fees and court
costs to be fixed by the court therein. In the event Landlord is made a party
to any litigation between Tenant and any third party, then Tenant shall pay
all costs and attorneys' fees incurred by or imposed upon Landlord in
connection with such litigation; provided, however, if Landlord is ultimately
held to be liable, then Landlord shall reimburse Tenant for the cost of any
attorneys' fees paid by Tenant on behalf of Landlord.

SECTION XXV. MORTGAGE PROTECTION/SUBORDINATION

A.       SUBORDINATION

         The rights of Tenant under this Lease are and shall be, at the
         option of Landlord, either subordinate or superior to any mortgage
         or deed of trust (including a consolidated mortgage or deed of
         trust) constituting a lien on the Premises, Building or Project, or
         Landlord's interest therein or any part thereof, whether such
         mortgage or deed of trust has heretofore been, or may hereafter be,
         placed upon the Premises by Landlord, and to any ground or master
         lease if Landlord's title to the Premises or any part thereof is or
         shall become a leasehold interest. To further assure the foregoing
         subordination or superiority, Tenant shall, upon Landlord's request,
         together with the request of any mortgagee under a mortgage or
         beneficiary under a deed of trust or ground or master lessor,
         execute any instrument (including without limitation an amendment to
         this Lease that does not materially and adversely affect Tenant's
         rights or duties under this Lease), or instruments intended to
         subordinate this Lease, or at the option of Landlord, to make it
         superior to any mortgage, deed of trust, ground or master lease.
         Notwithstanding any such subordination, Tenant's right to occupy the
         Premises pursuant to this Lease shall remain in effect for the full
         Term as long as Tenant is not in default hereunder.

         (98)

B.       ATTORNMENT

         Notwithstanding subsection A, above, Tenant agrees (1) to attorn to
         any mortgagee of a mortgage or beneficiary of a deed of trust
         encumbering the Premises and to any party acquiring title to the
         Premises by judicial foreclosure, trustee's sale, or deed in lieu of
         foreclosure, and to any ground or master lessor, as the successor to
         Landlord hereunder, (2) to execute any attornment agreement reasonably
         requested by a mortgagee, beneficiary, ground or master lessor, or
         party so acquiring title to the Premises, and (3) that this Lease,
         subject to the rights under any outstanding non-disturbance agreement,
         at the option of such mortgagee, beneficiary, or ground or master
         lessor, or other party, shall remain in force notwithstanding any such
         judicial foreclosure, trustee's sale, deed in lieu of foreclosure, or
         merger of titles. Notwithstanding the foregoing, neither a

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

(98)     Notwithstanding the foregoing, this Lease shall not be subordinate to
         any future encumbrance in favor of Landlord's lender for the Project
         unless and until Tenant, Landlord and such lender shall have mutually
         executed and delivered a Subordination, Non-Disturbance and Attornment
         Agreement, substantially in the form of EXHIBIT 1 hereto (which Tenant
         shall, upon request by Landlord, execute and deliver, and Tenant's
         failure to do so within ten (10) days after written demand therefor by
         Landlord shall constitute a default by Tenant under this Lease).


                                      36

<PAGE>

         mortgagee of a mortgage or beneficiary of a deed of trust encumbering
         the Premises, any party acquiring title to the Premises by judicial
         foreclosure, trustee sale, or deed in lieu of foreclosure, or any
         ground lessor or master lessor, as the successor to Landlord hereunder,
         shall be liable or responsible for any breach of a covenant contained
         in this Lease that occurred before such party acquired its interest in
         the Premises or for any continuing breach thereof until after the
         successor Landlord has received the notice and right to cure as
         provided herein, and no such party shall be liable or responsible for
         any security deposits held by Landlord hereunder which have not been
         transferred or actually received by such party, and such party shall
         not be bound by any payment of rent or additional rent for more than
         two (2) months in advance.

C.       AMENDMENT

         If any lending institution with which Landlord has negotiated or may
         negotiate for financing for the Building or Project requires any
         changes to this Lease, Tenant shall promptly execute and deliver an
         amendment to this Lease prepared by Landlord and embodying such
         changes, so long as such changes do not materially increase Tenant's
         obligations (99) hereunder.(100) In the event that Tenant shall fail
         to execute and deliver such amendment within twenty (20) days after
         receipt thereof by Tenant, such failure shall constitute a default
         hereunder by Tenant and shall entitle Landlord to all remedies
         available to a landlord against a defaulting tenant pursuant to a
         written lease, including but not limited to those remedies set forth
         in Section XX.


SECTION XXVI. ESTOPPEL CERTIFICATE/FINANCIAL STATEMENTS

A.       ESTOPPEL CERTIFICATE

         Tenant, at any time and from time to time upon not less that ten (10)
         days prior written notice from Landlord, agrees to execute and deliver
         to Landlord a statement in the form provided by Landlord (a) certifying
         that this Lease is unmodified and in full force and effect, or, if
         modified, stating the nature of such modification and certifying that
         this Lease, as so modified, is in full force and effect and the date
         to which the rent and other charges are in advance, if any; (b)
         acknowledging that there are not, to Tenant's knowledge, any uncured
         defaults on the part of Landlord hereunder, or specifying such defaults
         if they are claimed evidencing the status of this Lease; (c)
         acknowledging the amount of the Security Deposit held by Landlord; and
         (d) containing such other information regarding this Lease or Tenant as
         Landlord reasonably requests.(101) Tenant's failure to deliver an
         estoppel certificate within such time shall be conclusive upon Tenant
         that (i) this Lease is in full force and effect without modification
         except as may be represented by Landlord, (ii) to Tenant's knowledge
         there are no uncured defaults in Landlord's performance, (iii) no
         rent has been paid in advance except as set forth in this Lease, and
         (iv) such other information regarding this Lease and Tenant set forth
         therein by Landlord is true and complete.

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

(99)     or materially decrease Tenant's rights

(100)    In no event shall Tenant be required to execute an amendment
         pursuant to this subsection C, which reduces the Rentable Area of the
         Premises, increases the Monthly Rental rate(s), changes the base year
         for the purposes of calculating Tenant's Proportionate Share of Common
         Operating Costs, deprives Tenant of its options pursuant to Addendum
         Section XXXV.A., restricts Tenant's ability to access or use the
         Premises for the Permitted Use, reduces the parking spaces available to
         Tenant or requires Tenant to use Landlord's provider of janitorial
         services.

(101)    Upon Tenant's written request therefor, Landlord agrees to deliver
         to Tenant, not more than twice per calendar year, an estoppel
         certificate containing information of the type described in clauses
         (a) through (d) of the previous sentence.


                                      37

<PAGE>

B.       FURNISHING OF FINANCIAL STATEMENTS

         Landlord has reviewed the financial statements, if any, requested of
         the Tenant and has relied upon the truth and accuracy thereof with
         Tenant's knowledge and representations of the truth and accuracy of
         such statements and that said statements accurately and fairly depict
         the financial condition of Tenant. Said financial statements are an
         inducing factor and consideration for the entering into of this Lease
         by Landlord with this particular Tenant. Tenant shall, at any time and
         from time to time (102) upon not less than ten (10) days' prior written
         notice from Landlord, furnish Landlord with (a) Tenant's most recent
         audited financial statements, including a balance sheet and income
         statement, or a document in which Tenant states that its books are not
         independently audited (103) and (b) unaudited financial statements,
         including a balance sheet and income statement, dated within ninety
         (90) days of the request from Landlord. (104)

SECTION XXVII. PARKING                             See Addendum Section XXXV.H.

Landlord agrees to maintain or cause to be maintained an automobile parking
area and to maintain and operate, or cause to be maintained and operated,
said automobile parking area during the Term of this Lease for the benefit
and use of customers, service suppliers, other invitees and employees of
Tenant. Whenever the words "automobile parking area" or "parking area" are
used in this Lease, it is intended that the same shall include, whether in a
surface parking area or a parking structure, the automobile parking stalls,
driveways, loading docks, truck areas, service drives, entrances and exits
and sidewalks, landscaped areas, pedestrian passageways in conjunction
therewith and other areas designed for parking. Landlord shall keep said
automobile parking area in a neat, clear and orderly condition, lighted and
landscaped, and shall repair any damage to the facilities thereof, the cost
of which shall be included in Common Operating Costs. Nothing contained
herein shall be deemed to impose liability upon Landlord for personal injury
or theft, for damage to any motor vehicle, or for loss of property from
within any motor vehicle, which is suffered by Tenant or any of its
employees, customers, service suppliers or other invitees in connection with
their use of said automobile parking areas. Landlord shall also have the
right to establish such reasonable rules and regulations as may be deemed
desirable, at Landlord's sole discretion, for the proper and efficient
operation and maintenance of said automobile parking area. Such rules and
regulations may include, without imitation, (i) restrictions in the hours
during which the automobile parking area shall be open for use and (ii)(105)
the establishment of charges for parking therein (on either a reserved or
unreserved basis, at Landlord's sole discretion) by tenants of the Building and
Project as well as by their employees, customers and service suppliers.

Landlord shall at all times during the Term hereof have the sole and
exclusive control of the automobile parking area, and may at any time during
the Term hereof exclude and restrain any person from use or occupancy
thereof; excepting, however, Tenant and employees, customers, service
suppliers and other invitees of Tenant and of other tenants in the Building
and Project who make use of said area in accordance with any rules and
regulations established by Landlord from time to time with respect thereto.
The rights of Tenant and its employees, customers, service suppliers and
invitees referred to in this Section XXVII, shall at all times be subject to
(i) the rights of Landlord and other tenants in the Building and Project to
use the same in common with Tenant and its employees, customers, service
suppliers and invitees, (ii) the availability of parking spaces in said
automobile parking area, and (iii) Landlord's rights to

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

(102)    (but no more frequently than quarterly)

(103)    or, if Tenant's stock is publicly traded, Tenant's most recent 10K
         report

(104)    Landlord will keep such statements confidential and not disclose
         such statements, except to any persons or entity to whom Landlord is
         permitted to disclose the terms of this Lease pursuant to Section
         XXXIII.R.

(105)    subject to Addendum Section XXXV.H.


                                      38
<PAGE>

change the location of any assigned reserved parking spaces in such instances
as shall be determined at Landlord's sole discretion. (106)Notwithstanding
Landlord's exclusive control and obligations to provide a parking area,
Landlord is not responsible or liable for any damage to any automobiles or
persons in the parking area.

SECTION XXVIII. SIGNS; NAME OF BUILDING           SEE ADDENDUM SECTION XXXV.I.

Tenant shall not have the right to place, construct, or maintain on or about
the Premises, Building or Project, or in any interior portions of the
Premises that may be visible from the exterior of the Building or Common
Areas, any signs, names, insignia, trademark, advertising placard,
descriptive material or any other similar item ("Sign") without Landlord's
prior written consent, which consent may be withheld in Landlord's sole
discretion; provided, however, any Signs are further subject to approval of
any applicable governmental authority and/or compliance with applicable
governmental requirements. In the event Landlord consents to Tenant placing a
Sign on or about the Premises, Building or Project, any such Sign shall be
subject to Landlord's approval of the color, size, style and location of such
Sign, and shall conform to any current or future Sign criteria established by
Landlord for the Building or Project. If Landlord enacts a Sign criteria or
revises an existing Sign criteria, after Tenant has erected a Sign to which
Landlord has granted its consent, if Landlord so elects, Tenant agrees, at
Landlord's expense, subject to Landlord's prior approval of the cost thereof,
to make the necessary changes to its Sign in order to conform the Sign to
Landlord's Sign criteria, as enacted or revised, provided that such changes
shall be limited to the color, size, style and location of Tenant's Sign and
that Tenant shall not be required to change the content of its Sign. In the
event Landlord consents to Tenant's placement of a Sign on the Building,
Tenant shall, at its sole cost, remove such Sign from the Building at the end
of the Term, restore the Building to the same condition as before the
installation of the Sign, ordinary wear and tear excepted and remove any
discoloration of the Building caused by the presence of such sign.

Landlord reserves the right at any time it deems necessary or appropriate to
(a) place Signs at any location on the Building and Project as it deems
necessary and (b) change the name, address or designation of the Building and
Project(107).


SECTION XXIX. QUIET ENJOYMENT

Upon payment by Tenant of the rents herein provided, and upon the observance
and performance of all the covenants, terms and conditions on Tenant's part
to be observed and performed, Tenant shall peaceably and quietly hold and
enjoy the Premises for the Term without hindrance or interruption by
Landlord or any other person or persons lawfully or equitably claiming by,
through or under Landlord, subject, nevertheless, to the terms and conditions
of this Lease, and any mortgage and/or deed of trust to which this Lease is
subordinate.


SECTION XXX. BROKER

Tenant warrants and represents that it has not dealt with any real estate
broker or agent in connection with this Lease or its negotiation except the
Broker identified in Section I.N. Tenant shall indemnify and hold Landlord
harmless from any cost, expense or liability (including costs of suit and
reasonable attorneys' fees) for any compensation, commission or fees claimed
by any


--------------
  (106) In no event shall Landlord reduce the parking available for the
        Building to less than the parking ratio required to be maintained by
        applicable governmental authorities, and if Landlord changes the
        parking area for the Building, Landlord shall continue to be made
        available to Tenant parking in an area adjacent to the Building.

  (107) ; provided, however, in no event shall Landlord change the name of
        the Building (as opposed to installing signs on the Building or at
        the Project) to the name of a competitor of Tenant or to any name
        other than that befitting an institutional office building


                                      39

<PAGE>

other real estate broker or agent in connection with this Lease or its
negotiation by reason of any act of Tenant.


SECTION XXXI. NOTICES

Any notice, demand, approval, consent, bill, statement or other communication
("Notice") required or desired to be given under this Lease shall be in
writing, shall be directed to Tenant at Tenant's Address for Notice or to
Landlord at Landlord's Address for Notice and shall be personally served or
given by pre-paid certified U.S. Mail or "overnight" delivery service. In the
case of personal delivery, any Notice shall be deemed to have been given when
delivered; in the case of service by certified mail, any Notice shall be
deemed delivered of the date of receipt, refusal or non-delivery indicated on
the return receipt; and in the case of overnight delivery service, any Notice
shall be deemed given when delivered as evidenced by a receipt. If more than
one Tenant is named under this Lease, service of any Notice upon any one of
said Tenants shall be deemed as service upon all of such Tenants. The parties
hereto and their respective heirs, successors, legal representatives, and
assigns may from time to time change their respective addresses for Notice by
giving at least fifteen (15) days' written notice to the other party,
delivered in compliance with this Section.


SECTION XXXII. NOTICE AND CURE TO LANDLORD AND MORTGAGEE

On any act or omission by Landlord which might give, or which Tenant claims
or intends to claim gives, Tenant the right to damages from Landlord or the
right to terminate this Lease by reason of a constructive or actual eviction
from all or part of the Premises, or otherwise, Tenant shall not sue for
damages or attempt to terminate this Lease until it has give written notice
of the act or omission to Landlord and to the holder(s) of the indebtedness
or other obligations secured by any mortgage or deed of trust affecting the
Premises as identified by Landlord, and a reasonable period of time for
remedying the act or omission has elapsed following the giving of the notice,
during which time Landlord and the lienholder(s), or either of them, their
agents or employees, may enter upon the Premises and do therein whatever is
necessary to remedy the act or omission.(108) During the period after the
giving of notice and during the remedying of the act or omission, the Monthly
Rental payable by Tenant shall not be abated and apportioned except to the
extent that the Premises are untenantable.


SECTION XXXIII. GENERAL

A.  PARAGRAPH HEADINGS

    The paragraph headings used in this Lease are for the purposes of
    convenience only. They shall not be construed to limit or to extend the
    meaning of any part of this Lease.

B.  INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS

    This Lease contains all agreements of Landlord and Tenant with respect to
    any matter mentioned, or dealt with, herein, No prior agreement or
    understanding pertaining to any such matter shall be binding upon
    Landlord. Any amendments to or modifications of this Lease shall be in
    writing, signed by the parties hereto, and neither Landlord nor Tenant
    shall be liable for any oral or implied agreements.


--------------
  (108) As used in the previous sentence, the phrase "reasonable period of
        time" means, as to Landlord thirty (30) days and, as to Landlord's
        lender, sixty (60) days, in each case within which to effect a cure
        or commence a cure and thereafter diligently prosecute the same to
        completion.


                                        40

<PAGE>

    LANDLORD HAS NOT MADE, AND TENANT MAY NOT RELY ON, ANY REPRESENTATIONS OR
    WARRANTIES, EXPRESSED OR IMPLIED, WITH REGARD TO THE PROJECT, THE
    BUILDING, THE PREMISES OR OTHERWISE OR THE SUITABILITY THEREOF FOR
    TENANT'S BUSINESS, EXCEPT AS EXPRESSLY STATED IN THIS LEASE. IN
    PARTICULAR, LANDLORD HAS NOT AUTHORIZED ANY AGENT OR BROKER TO MAKE A
    REPRESENTATION OR WARRANTY INCONSISTENT WITH THE TERMS OF THIS LEASE AND
    TENANT MAY NOT RELY ON ANY SUCH INCONSISTENT REPRESENTATION OR WARRANTY.

C.  WAIVER

    Any waiver by Landlord of any breach of any term, covenant, or condition
    contained in this Lease shall not be deemed to be a waiver of such term,
    covenant, or condition or of any subsequent breach of the same or of any
    other term, covenant, or condition contained in this Lease. Landlord's
    consent to, or approval of, any act shall not be deemed to render
    unnecessary the obtaining of Landlord's consent to, or approval of, any
    subsequent act by Tenant. The acceptance of rent or other sums payable
    hereunder by Landlord shall not be a waiver of any preceding breach by
    Tenant of any provision hereof, other than failure of Tenant to pay the
    particular rent or other sum so accepted, regardless of Landlord's
    knowledge of such preceding breach at the time of acceptance of such
    rent, or sum equivalent to rent.

D.  SHORT FORM OR MEMORANDUM OF LEASE

    Tenant agrees, at the request of Landlord, to execute, deliver, and
    acknowledge a short form or memorandum of this Lease satisfactory to
    counsel for Landlord, and Landlord may, in its sole discretion, record
    such short form or memorandum in the county where the Premises are
    located. Tenant shall not record this Lease, or a short form or
    memorandum of this Lease, without Landlord's prior written consent.

E.  TIME OF ESSENCE

    Time is of the essence in the performance of each provision of this Lease.

F.  EXAMINATION OF LEASE

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

G.  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 or
    unenforceable, shall not be affected thereby, and each term and provision
    of this Lease shall be valid and be enforced to the fullest extent
    permitted by law.

H.  SURRENDER OF LEASE NOT MERGER

    Neither the voluntary or other surrender of the Lease by Tenant nor the
    mutual cancellation thereof shall cause a merger of the titles of
    Landlord and Tenant, but such surrender or cancellation shall, at the
    option of Landlord, either terminate all or any existing subleases or
    operate as an assignment to Landlord of any such subleases.


                                       41

<PAGE>

I.  CORPORATE AUTHORITY

    If Tenant is a corporation, each individual executing this Lease on
    behalf of Tenant represents and warrants (1) that he is duly authorized
    to execute and deliver this Lease on behalf of Tenant in accordance with a
    duly adopted resolution of the Board of Directors of Tenant in accordance
    with the By-laws of Tenant and (2) that this Lease is binding upon and
    enforceable by Landlord against Tenant in accordance with its terms. If
    Tenant is a corporation, Tenant shall, concurrently with delivery of an
    executed Lease to Landlord, deliver to Landlord a certified copy of a
    resolution of its Board of Directors authorizing or ratifying the
    execution of this Lease.

J.  GOVERNING LAW

    This Lease and the rights and obligations of the parties hereto shall be
    interpreted, construed and enforced in accordance with the local laws of
    the State in which the Project is located.

K.  FORCE MAJEURE

    If the performance by (109) of any provision of this Lease is delayed or
    prevented by any act of God, strike, lockout, shortage of material or
    labor, restriction by any governmental authority, civil riot, flood, and
    any other cause not within the control of (110), then the period for
    (111) performance of the provision shall be automatically extended for
    the same time (112) is so delayed or hindered.(113)

L.  USE OF LANGUAGE

    Words of gender used in this Lease include any other gender, and words in
    the singular include the plural, unless the context otherwise requires.

M.  SUCCESSORS

    The terms, conditions and covenants contained in the Lease inure to the
    benefit of and are binding on, the parties hereto and their respective
    successors in interest, assigns and legal representatives, except as
    otherwise herein expressly provided. All rights, privileges, immunities
    and duties of Landlord under this Lease, including without limitation,
    notices required or permitted to be delivered by Landlord to Tenant
    hereunder, may, at Landlord's option, be exercised or performed by
    Landlord's agent or attorney.

N.  NO REDUCTION OF RENTAL

    Except as otherwise expressly and unequivocally provided in this Lease,
    Tenant shall not for any reason withhold or reduce the amounts payable by
    Tenant under this Lease, it being understood that the obligations of
    Landlord hereunder are independent of Tenant's obligations. If Landlord
    is required by governmental authority to reduce energy consumption or
    impose a parking or similar charge with respect to the Premises, Building


--------------
  (109) a party

  (110) the party required to perform

  (111) the performing party's

  (112) the party required to perform

  (113) The foregoing shall not, however, apply to delay payment of rent.


                                      42

<PAGE>

    or Project, to restrict the hours of operation of, limit access to, or
    reduce parking spaces available at the Building, or take other limiting
    actions, then Tenant is not entitled to abatement or reduction of rent or
    to terminate this Lease.

O.  NO PARTNERSHIP

    Notwithstanding anything else to the contrary, Landlord is not, and under
    no circumstances shall it be considered to be, a partner of Tenant, or
    engaged in a joint venture with Tenant.

P.  EXHIBITS

    All exhibits attached hereto are made a part hereof and are incorporated
    herein by a reference. A complete list of said exhibits is set forth in
    the Table of Contents.

Q.  INDEMNITIES

    The obligations of the indemnifying party under each and every
    indemnification and hold harmless provision contained in this Lease shall
    survive the expiration or earlier termination of this Lease to and until
    the last to occur of (a) the last date permitted by law for the bringing
    of any claim or action with respect to which indemnification may be
    claimed by the indemnified party against the indemnifying party under
    such provision or (b) the date on which any claim or action for which
    indemnification may be claimed under such provision is fully and finally
    resolved and, if applicable, any compromise thereof or judgment or award
    thereon is paid in full by the indemnifying party and the indemnified
    party is reimbursed by the indemnifying party for any amounts paid by the
    indemnified party in compromise thereof or upon a judgment or award
    thereon and in defense of such action or claim, including reasonable
    attorneys' fees incurred. Payment shall not be a condition precedent to
    recovery upon any indemnification provision contained herein.

R.  NONDISCLOSURE OF LEASE TERMS

    Landlord and Tenant agree that the terms of this Lease are confidential
    and constitute proprietary information of the parties hereto. Disclosure
    of the terms hereof could adversely affect the ability of Landlord to
    negotiate with other tenants of the Project. Each of the parties hereto
    agrees that such party, and its respective partners, officers, directors,
    employees, agents and attorneys, shall not disclose the terms and
    conditions of this Lease to any other person without the prior written
    consent of the other party hereto except pursuant to an order of a court
    of competent jurisdiction. Provided, however, that Landlord may disclose
    the terms hereof to any lender now or hereafter having a lien on
    Landlord's interest in the Project, or any portion thereof, and either
    party may disclose the terms hereof to its respective independent
    accountants who review its respective financial statements or prepare its
    respective tax returns, (114)to any prospective transferee of all or any
    portions of their respective interests hereunder (including a prospective
    sublessee or assignee of Tenant), to any lender or prospective lender to
    such party, to any governmental entity, agency or person to whom
    disclosure is required by applicable law, regulation or duty of diligent
    inquiry (115)and in connection with any action brought to enforce the
    terms of this Lease, on account of the breach or alleged breach hereof or
    to seek a judicial determination of the rights and obligations of the
    parties hereunder.


--------------
  (114) to its attorneys,

  (115) (including in connection with a public offering)


                                      43

<PAGE>

         ADDENDUM TO LEASE BETWEEN THE MUTUAL LIFE INSURANCE COMPANY
      OF NEW YORK, AS LANDLORD, AND EARTHLINK NETWORK, INC., AS TENANT,
                          DATED SEPTEMBER __, 1996


SECTION XXXV. ADDENDUM

A.  PREMISES

    (1)  RIGHT OF FIRST REFUSAL

         During the twelve (12) month period commencing on the Lease
         Commencement Date, Tenant shall have a one-time right of first
         refusal to lease the second floor of the Building (the "Expansion
         Space") from Landlord if, after the Lease Commencement Date and
         during the initial Term of this Lease, Landlord is or becomes
         interested in marketing such space. Landlord shall notify Tenant in
         writing upon receipt by Landlord from a third party of an offer for
         any portion of the Expansion Space (including all) that Landlord
         desires to accept. Tenant shall, within five (5) business days
         following its receipt of Landlord's notice, indicate in writing its
         intention to add to the Premises the entire portion of the Expansion
         Space (including all) so offered by Landlord on the terms and
         conditions specified herein. Any failure by Tenant to respond to
         Landlord's notice within such five (5) business day period, or any
         notice by Tenant specifying Tenant's acceptance of the Expansion
         Space on terms other than those set forth herein or of only a
         portion of the Expansion Space so offered by Landlord, shall cause
         Tenant's rights under this subsection A.(1) to terminate with
         respect to the Expansion Space so offered, and Landlord shall
         thereafter be free to lease the Expansion Space so offered to
         another party at any rate and on any terms Landlord chooses.

         If Tenant is entitled to and gives notice to Landlord within such
         five (5) business days of its desire to add the offered Expansion
         Space to the Premises, the entire Expansion Space shall be added to
         the Premises on the following terms and conditions: the Expansion
         Space so offered shall be delivered by Landlord to Tenant as soon as
         the same is available and shall be added to the Premises on the same
         terms and conditions set forth in this Lease with respect to the
         Premises (except that the Security Deposit for the Expansion Space
         shall be prorated such that Tenant shall deposit an amount equal to
         $1.455 per square foot of Rentable Area within the Expansion Space
         (per year) of the balance of the Term with respect to such Expansion
         Space, the Tenant Allowance shall be an amount equal to $2.50 per
         square foot of Rentable Area within the Expansion Space per year of
         the balance of the Term with respect to the Expansion Space and the
         Lease Commencement Date with respect to the Expansion Space shall be
         a date selected by Landlord as the date for Substantial Completion
         of Landlord's Work therein) AND the balance of the Expansion Space
         (i.e., the portion of the Expansion Space, if any, not covered by
         the third party offer) shall be added to the Premises and delivered
         by Landlord to Tenant on the day before the first anniversary of the
         date Landlord's notice offering Tenant the Expansion Space was given
         (or sooner, if mutually agreed in writing by Landlord and Tenant),
         on the terms and conditions set forth herein with respect to the
         Expansion Space identified in Landlord's notice.

         Notwithstanding anything to the contrary contained in this
         subsection A.(1), Landlord shall be required to offer any portion of
         the Expansion Space (including all) to Tenant, and Tenant shall be
         entitled to exercise its rights hereunder with respect thereto, only
         if, at the time of such offer and exercise, respectively, Tenant is
         not in default under any of the terms, conditions, provisions or


                                         45

<PAGE>

                  (b)      Within ten (10) days after such notice is given,
                           Tenant may elect in written notice to Landlord
                           either to (i) unequivocally accept such Monthly
                           Rental for the ensuing Additional Term as determined
                           by Landlord or (ii) submit the matter of the fair
                           market value for the purpose of determining Monthly
                           rental (only) to appraisal in accordance with (c)
                           below. Tenant's failure to make a written election
                           strictly in accordance with the preceding sentence
                           shall be deemed to be an acceptance of the Monthly
                           Rental as determined by Landlord, EXCEPT that an
                           equivocal acceptance of the Monthly Rental shall be
                           deemed an election by Tenant to submit the matter of
                           the fair market value for the purpose of determining
                           Monthly rental (only) to appraisal in accordance with
                           (c) below; and

                  (c)      If Tenant elects or is deemed to have elected to
                           submit the matter to appraisal in accordance with (b)
                           above, then each party shall, by written notice to
                           the other party given within ten (10) days after such
                           election or deemed election by Tenant, select an
                           appraiser. If either party shall fail to select an
                           appraiser in such manner and within such time, the
                           single appraiser actually selected shall perform the
                           appraisal. If each party timely and properly selects
                           an appraiser, the two appraisers selected by the
                           parties shall determine and attempt to agree on the
                           fair market rental value for the ensuing Additional
                           Term within thirty (30) days after their appointment;
                           if they are unable to so agree and their appraised
                           values differ by more than five percent (5%) in the
                           aggregate over the ensuing Additional Term, the two
                           appraisers shall, by written notice to Landlord and
                           Tenant, select a third appraiser within five (5) days
                           after expiration of the thirty (30) day period within
                           which they were to determine and agree on the fair
                           market rental, which third appraiser shall analyze
                           the fair market rental for the ensuing Additional
                           Term. If they cannot agree on a third appraiser
                           within such time period, or if both parties fail to
                           select an appraiser in the manner and within the time
                           herein provided, either party may have the third (or
                           sole, if applicable) appraiser appointed by
                           application to the presiding judge of the Los Angeles
                           County Superior Court or his or her designee. If
                           the appraised values of the first two appraisers are
                           within five percent (5%) in the aggregate over the
                           ensuing Additional Term, then Landlord shall
                           calculate the average of the two appraised values
                           as a flat rental rate for the ensuing Additional
                           Term, which average shall be the fair market rental
                           rate for such Additional Term.

                           The appraisers shall have the MAI designation and a
                           minimum of ten (10) years experience in the Los
                           Angeles County (Glendale/Pasadena) office market.
                           Each of the first two appraisers shall analyze the
                           fair market rental value of the Premises and shall
                           give written notice to the parties of his or her
                           appraisal within thirty (30) days following his or
                           her appointment or selection, but in no event later
                           than the commencement of the Additional Term. If a
                           single appraiser is used, his or her determination
                           shall be the fair market rental rate. If three
                           appraisers are used, the third appraiser shall select
                           one of the values determined by the first two
                           appraisers as the fair market rental rate. The cost
                           of the appraisals shall be shared equally by Landlord
                           and Tenant.

         (2)      The provisions of Sections III.B. and C. and EXHIBIT C shall
                  not apply to the Additional Term; and

         (3)      In the case of the First Additional Term, there shall be one
                  further option to extend the Term, and, in the case of the
                  Second Additional Term, there shall be no further options to
                  extend the Term. In the event Tenant fails or is not entitled
                  to exercise its option for the First Additional Term, or
                  Tenant is deemed

                                       47

<PAGE>

                  (pursuant to (1)(b) above) to have elected to terminate the
                  Lease upon receipt of Landlord's notice of the fair market
                  rental for the First Additional Term, then Tenant's option for
                  the Second Additional Term shall lapse and shall thereafter
                  not be exercisable by Tenant.

C.       COMMON OPERATING COSTS

         (1)      As used in this Lease, the term "Project Operating Costs"
                  shall include all costs of the type included in Common
                  Operating Costs applicable to the Common Areas and/or the
                  Project in general, such as real property taxes applicable to
                  the Common Areas, liability insurance with respect to the
                  Common Areas, maintenance service for the buildings within the
                  Project and repair costs with respect to the Project or any
                  equipment or machinery therein, but excluding costs which are
                  directly and separately identifiable to the operation and
                  maintenance of the Building or other buildings within the
                  Project. Common Operating Costs shall also include the
                  Building's share of Project Operating Costs, which shall
                  include, as appropriate, liability and other insurance with
                  respect to the Project generally, expenses of operating and
                  maintaining the parking structures, landscaping expenses for
                  exterior landscaping within the Project, security services
                  for the Project, property management fees and costs for a
                  manager and fees and other charges in connection with
                  membership in energy conservation associations and traffic
                  management organizations. To the extent that, in Landlord's
                  sole but reasonable judgment, it may not be equitable to
                  allocate certain Project Operating Costs on a pro rata basis
                  based upon the Rentable Areas of the buildings in the
                  Project, as the case may be, then Landlord may allocate the
                  same on such basis as Landlord, in its sole but reasonable
                  judgment, determines to be equitable.

         (2)      Notwithstanding anything to the contrary in the Lease,
                  Tenant's Proportionate Share of any and all costs of providing
                  janitorial service to the Premises which are includable in
                  Common Operating Costs in accordance with this Lease shall be
                  payable by Tenant, commencing on the Lease Commencement Date
                  and on the first day of each calendar month in the Term
                  thereafter, without any deduction for the Base Operating
                  Expense attributable to such janitorial services. In addition,
                  electrical service to the Premises will be separately metered,
                  and Tenant shall pay such separately metered costs directly to
                  the providers of such utilities as provided in Section IX.A.
                  of the Lease. Accordingly, costs attributable to tenant-area
                  janitorial services and/or to tenant-area electrical shall be
                  excluded from the Base Operating Expense, and Tenant's
                  Proportionate share of all Common Operating Costs, other than
                  such janitorial and electrical utility costs, shall be
                  determined by reference to the Base Operating Expense, as so
                  reduced.

         (3)      In the event that during all or any portion of any calendar
                  year, including the year used in calculating the Base
                  Operating Expense, the Building is not assessed as a completed
                  building, at such time as the Building is thereafter assessed
                  as a fully completed building, Landlord shall make an
                  adjustment to the Common Operating Costs for such year
                  (including the year for the Base Operating Expense, if
                  applicable) employing sound accounting and management
                  principles, to reflect the Common Operating Costs that would
                  have been paid or incurred by Landlord had the Building been
                  fully completed. In no event shall Landlord be entitled to
                  recover from tenants of the Project more than one hundred
                  percent (100%), in the aggregate, of the increase in Common
                  Operating Costs actually incurred by Landlord.

         (4)      Notwithstanding the foregoing, the following shall not be
                  included in Common Operating Costs (or shall be deducted
                  therefrom if included therein):

                  (a)      Costs incurred by Landlord in performing or providing
                           special work or services to a particular tenant of
                           the Project at such tenant's cost, and

                                       48
<PAGE>

                           costs of any additions, changes, replacements and
                           other items to tenant-area premises which are made
                           exclusively to prepare for a new tenant's occupancy
                           and which benefit only that particular tenant;

                  (b)      Compensation paid to officers and executives of
                           Landlord and of Landlord's managing agent who are not
                           directly involved in the management of the Project;

                  (c)      Costs which were previously included in Common
                           Operating Costs for either the base year (i.e., 1997)
                           or any other year during the Term which are
                           reimbursed to Landlord by insurance or condemnation
                           proceeds, under warranty or otherwise outside of
                           Common Operating Costs;

                  (d)      Costs of repairs or restoration incurred by reason of
                           fire or other casualty if and to the extent that
                           Landlord failed to obtain insurance against such fire
                           or casualty, if such insurance was available at
                           commercially reasonable rates and was required to be
                           carried by Landlord pursuant to this Lease; provided,
                           however, that the foregoing shall not apply to
                           preclude Landlord from including in Common Operating
                           Costs the deductible amounts under insurance policies
                           maintained by Landlord;

                  (e)      Any financing or refinancing costs and expenses
                           secured by real estate within the Project including,
                           but not limited to, interest or amortization on debt
                           and rent under any ground or underlying lease;

                  (f)      Any real estate brokerage commissions or other costs
                           incurred in procuring tenants or any fee or other
                           form of compensation in lieu of such commission;

                  (g)      Any media advertising or any other advertising
                           expenses incurred in connection with the marketing of
                           the Building or any rentable space therein; provided,
                           however, that the foregoing shall not apply to
                           preclude Landlord from including in Common Operating
                           Costs, costs incurred in connection with signage for
                           the Project which is not exclusively for marketing
                           purposes;

                  (h)      Costs of capital repairs, replacements or
                           improvements (as reasonably determined by Landlord)
                           except: (i) to the extent the same are amortized over
                           the reasonable useful life of the item as reasonably
                           determined by Landlord and included in Common
                           Operating Costs as so amortized, or (ii) those
                           designed to reduce Common Operating Costs; provided,
                           however, in no event shall the foregoing apply to
                           preclude Landlord from including in Common Operating
                           Costs, costs of routine maintenance and repair;

                  (i)      Rental payments for base building equipment, such as
                           HVAC equipment and elevators, which, if purchased by
                           Landlord, would be excluded from Common Operating
                           Costs pursuant to item (h) above; provided, however,
                           in no event shall the foregoing preclude Landlord
                           from including in Common Operating Costs rental
                           payments for equipment leased temporarily (e.g., in
                           order to facilitate repair or replacement of
                           Building equipment) or equipment leased to perform
                           routine maintenance and repair (e.g., window washing
                           equipment);

                  (j)      Depreciation or amortization which would be excluded
                           pursuant to items (h) or (i) above;

                                       49
<PAGE>

                  (k)      Costs for materials or services paid to a related
                           person or entity, if and to the extent that such
                           costs exceed the amount that would have been paid if
                           the services or materials had been procured from an
                           unrelated person or entity;

                  (l)      Costs incurred by Landlord due to the violation by
                           Landlord of the terms and conditions of any lease of
                           space in the Building or the Project which would not
                           otherwise be included in Common Operating Costs in
                           the absence of such default;

                  (m)      Fines or penalties for late payments or
                           non-compliance with laws assessed against Landlord as
                           a result of Landlord's negligence;

                  (n)      Painting or decorating space in the Project other
                           than the Common Areas and/or the management office at
                           the Building; and

                  (o)      Costs incurred in connection with bringing the
                           Premises, Building, Project or Common Areas into
                           initial compliance with any laws as in effect and as
                           applicable thereto as of the date of this Lease.

         (5)      Upon receipt of Tenant's notice protesting an Annual Statement
                  delivered to Tenant by Landlord pursuant to Section V.C. of
                  the Lease, Landlord will provide to Tenant reasonable
                  documentary back-up for those item(s) protested by Tenant.
                  Tenant shall pay to Landlord upon demand as additional rent
                  the costs and expenses incurred by Landlord in responding to
                  such request. In the event that, upon reviewing the back-up so
                  provided by Landlord, Tenant disagrees with the amount charged
                  by Landlord to Tenant for any such item, Tenant may so notify
                  Landlord. If Landlord agrees with the findings of Tenant, then
                  an appropriate adjustment shall be made. In the event that
                  there is a disagreement, then Landlord and Tenant shall each
                  identify an accountant, who shall meet to resolve the dispute,
                  whose determination shall be binding upon Landlord and Tenant.
                  Any such dispute must be resolved within nine (9) months after
                  the end of the year to which the Annual Statement applies.

D.       SECURITY DEPOSIT

         All or any portion of the Security Deposit described in Section I.L. of
         the Lease may be provided by Tenant in the form of one or more
         irrevocable letters of credit from an independent financial institution
         selected by Tenant and acceptable to Landlord in the form of EXHIBIT
         "I" hereto (collectively (if applicable) the "Letter of Credit"). If
         Tenant elects to provide a Letter of Credit to satisfy all or a portion
         of its obligations pursuant to Sections I.L. and VI. of the Lease,
         Tenant shall deliver to Landlord, concurrently with the execution and
         delivery of this Lease, cash and/or a Letter of Credit in the aggregate
         amount of Eight Hundred Thousand Dollars ($800,000.00) as security for
         Tenant's full and faithful performance of its obligations and payment
         of amounts due pursuant to this Lease. Notwithstanding anything to the
         contrary herein, in no event shall Landlord be required to accept a
         letter of credit in excess of, in the aggregate, Four Hundred Thousand
         Dollars ($400,000.00) from any one financial institution.
         Notwithstanding the foregoing sentence, (a) Landlord hereby agrees that
         the Letter of Credit initially provided to Landlord upon execution and
         delivery of this Lease may be drawn on Union Bank of California in the
         entire amount required to be posted (i.e., $800,000.00) and (b) prior
         to renewing the Letter of Credit annually, Tenant shall give notice to
         Landlord of the financial institution(s) with whom Tenant proposes to
         renew the Letter of Credit for the ensuing year, and Landlord shall
         have the right to approve such financial institution(s) for the renewal
         Letter of Credit, and may require Tenant to provide two Letters of
         Credit if the aggregate amount thereof is greater than Four Hundred
         Thousand Dollars ($400,000.00) if Landlord, in its sole but reasonable
         discretion, deems the financial strength of the proposed financial
         institution to be insufficient. Any Letter of Credit

                                       50

<PAGE>

         provided hereunder shall be as available to Landlord as if the same
         were a cash security deposit made pursuant to Section VI. of the Lease.
         Any such Letter of Credit shall be renewed by Tenant annually, on or
         before its expiration date and, if Landlord does not receive an
         original replacement letter of credit at least three (3) business days
         prior to the expiration date of an expiring Letter of Credit, then
         Landlord shall have the right to draw the as-yet unexpired Letter of
         Credit in full, provided, however, that in the absence of the
         occurrence, prior to the applicable anniversary date set forth below,
         of any event giving rise to Landlord's right to use, apply or retain
         all or any part of the Security Deposit pursuant to Section VI. of
         the Lease (herein, an "Event"), then Tenant's obligation shall be to
         renew the Letter of Credit in an applicable amount (in the aggregate,
         if applicable, with other Letters of Credit provided hereunder) set
         forth below. The occurrence of an Event prior to any anniversary date
         set forth below shall cause Tenant's obligation to provide the Letter
         of Credit pursuant to this Addendum Section to continue thereafter
         without any of the subsequent reductions described herein.

<TABLE>
<CAPTION>
ANNIVERSARY DATE              AMOUNT OF RENEWED LETTER OF CREDIT
<S>                           <C>
1st "Anniversary"                            $700,000.00
2nd Anniversary                              $600,000.00
3rd Anniversary                              $500,000.00
4th Anniversary                              $400,000.00
5th Anniversary                              $300,000.00
6th Anniversary                              $200,000.00
7th Anniversary                              $100,000.00
8th Anniversary                              -0-

</TABLE>

         As used in the foregoing table, the term "Anniversary" refers to the
         applicable anniversary of the Lease Commencement Date specified in the
         table.

E.       HAZARDOUS MATERIALS

         (1)      To the best of Landlord's knowledge, Landlord has not itself
                  used the Building or Project in violation of governmental laws
                  and regulations governing Hazardous Materials applicable to
                  the Project and, Landlord's actual knowledge, the Building
                  does not contain any Hazardous Materials in violation of law
                  and/or friable asbestos, and the only non-friable asbestos
                  discovered in the Building is in roofing materials located on
                  the roof of the Building. Notwithstanding anything to the
                  contrary in this Lease, in the event that Hazardous Materials
                  are discovered in the Project, the presence of which is not
                  caused by a breach of the obligations of Tenant set forth in
                  Section VI.C. of the Lease, Landlord shall, at Landlord's sole
                  cost and expense, remove, remediate, or otherwise deal with
                  such Hazardous Materials if, as and when required by
                  applicable governmental authorities.

         (2)      Due to the former existence of a landfill in the area of the
                  Project, a methane venting system has been installed at the
                  Project and on adjacent properties. In addition, a nearby
                  property owner, whose property is closer to the Southern
                  California Edison (SCE) power lines which are in the general
                  geographic area of the Project, has experienced some
                  interference with MacIntosh computers adjacent to the walls of
                  its premises nearest the power lines, which may be caused by
                  electric and magnetic fields which may be being induced by the
                  SCE power lines. Landlord is unaware of any similar or related
                  complaints from the occupant of the other building at the
                  Project or from the former occupant of the Building.
                  Information with respect to the possible effects of power
                  lines on equipment and human health is available from SCE, and
                  Landlord will make available to Tenant upon request a copy of
                  such SCE information and any other environmental reports in
                  Landlord's possession regarding the Project. Tenant accepts
                  the Premises "AS-IS" with respect to the SCE power lines and
                  the effect thereof.

                                       51

<PAGE>

F.       SERVICE AND UTILITIES

         Access to the Building is available 24 hours per day, 7 days per week
         via a card-key security system. Landlord may assess a charge for any
         access cards for such system provided to Tenant and/or its employees.
         Utilities are, subject to Section XXXIII.K. below, available 24 hours
         per day, subject to Tenant's payment to Landlord of the reasonable
         costs thereof, as determined by Landlord. In the event that the
         Premises are not separately zoned such that after-hours HVAC can be
         made available to the Premises (only), and Tenant requests after-hours
         HVAC service to the Premises at the same time as a tenant or occupant
         of another area of the Building which is in the same zone as the
         Premises requests the same, then (unless the fees to Tenant and such
         other tenant or occupant are prorated by Landlord) any fees received by
         Landlord for such after-hours HVAC from such other tenant or occupant
         for any period of time for which Tenant is assessed a charge for
         after-hours HVAC shall be applied to reduce the charge imposed on
         Tenant.

G.       JANITORIAL SERVICE

         So long as Tenant is the only occupant of the Building, Tenant may
         provide janitorial service to the Premises, the scope and the provider
         of which are subject to Landlord's prior written approval. Landlord
         hereby approves Omni Facility Group of Pasadena as that initial
         provider of Tenant's janitorial service; provided, however, that
         Landlord reserves the right to approve the proposed scope of such
         provider's service and the contract therefor, and further reserves
         the right to require Tenant to replace such provider (and any
         subsequent provider) if Landlord determines that health, cleanliness
         or maintenance conditions are adversely affected by the standard and
         level of service provided. If Tenant elects to contract directly for
         janitorial service, Tenant shall provide to Landlord a copy of the
         contract therefor for Landlord's approval. In the event that another
         tenant or occupant takes occupancy of the Building, Landlord shall
         have the right to require that janitorial service to the Premises be
         provided by Landlord's contractor, at Tenant's cost as provided in
         Addendum Section XXXV.C.(2) above, in accordance with Landlord's
         standard janitorial specifications, a copy of which are attached to
         the Lease as EXHIBIT G, but which are subject to change from time to
         time.

H.       PARKING

         Landlord shall make available for the use of Tenant, its employees,
         contractors, agents and invitees up to 4 unreserved parking spaces per
         1,000 square feet of Rentable Area, free of charge (subject to
         applicable governmental requirements) for the initial Term. If and so
         long as Tenant is the only tenant in the Building, Tenant may, with
         Landlord's prior written consent, restrict access to the parking area
         serving the Building so long as Landlord and its agents, employees and
         invitees are provided free access thereto and any improvements in
         connection therewith are treated as "Alterations" within the meaning of
         Section XII. of the Lease.

I.       SIGNAGE

         Notwithstanding anything to the contrary in Section XXVIII. of the
         Lease, Tenant may install on or before the Lease Commencement Date, at
         Tenant's sole cost and expense, one sign indicating Tenant's name on
         the Building and may erect a monument sign for the Project, and, on
         such date (if any) as the entire second floor is added to the Premises
         pursuant to Addendum Section XXXV.A. above upon exercise by Tenant of
         its rights thereunder, a second sign above the entrance to the
         Building, and in each case the contents, design, size, materials,
         location and method of application of each such sign shall be subject
         to Landlord's prior written approval and compliance with the CC&Rs for
         the Project, all applicable sign programs and all other governmental
         requirements then in effect for the Project. From and after the date,
         if any, that Tenant leases the entire Building, and so long as there
         is no other occupant of the Building, Landlord shall not

                                       52

<PAGE>

                            FIRST AMENDMENT TO LEASE

         This First Amendment to Lease (the "Amendment") is dated as of this ___
day of July, 1994, by and between THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK,
a New York corporation ("Landlord"), and EARTHLINK NETWORK, INC., a Delaware
corporation ("Tenant"), with respect to the following:

                                    RECITALS

         A. Landlord is the landlord and Tenant is the tenant pursuant to that
certain Office Lease dated effective as of September __, 1996, by and between
Landlord and Tenant (the "Lease"). The Lease covers certain premises commonly
known as Suite __ (the "Premises"), 2947 Bradley Street, Pasadena, California.

         B. At the time of execution of the Lease, the Premises were estimated
to contain approximately 55,000 square feet of Rentable Area (as defined in the
Lease). Pursuant to the Lease, Landlord reserved the right prior to the
commencement of the term of the Lease (the "Term") to remeasure the Premises.
The parties therefore desire to enter into this Amendment to correct the
Rentable Area of the Premises and to make certain other adjustments to the Lease
in connection therewith, on the terms and conditions set forth herein.

                                   AGREEMENT

         NOW, THEREFORE, IN CONSIDERATION OF the foregoing recitals, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         1. DEFINED TERMS. All capitalized terms used and not defined herein but
defined in the Lease shall have the meanings given to such terms in the lease.

         2. RENTABLE AREA.

                  a. The Rentable Area of the Premises set forth in Section I.E.
of the Lease is hereby amended to be Fifty-Four Thousand Seven Hundred
Forty-Eight (54,748) square feet.

                  b. Tenant's Proportionate Share of Common Operating Costs set
forth in Section I.Q. of the Lease is hereby amended to be forty-nine and
fifty-eight one-hundredths percent (49.58%).

                  c. EXHIBIT D to the Lease is hereby deleted and replaced with
Exhibit D to this Amendment.

                  d. The Tenant Allowance (as defined in EXHIBIT C to the Lease)
is hereby amended to be $1,368,700.00 ($25.00 per square foot of Rentable Area
in the Premises).

         3. LEASE IN EFFECT. Landlord and Tenant acknowledge and agree that the
Lease, as hereby amended, remains in full force and effect in accordance with
its terms. To the extent that any provision of this Amendment shall conflict
with the Lease as in effect prior to the date hereof, this Amendment shall
prevail.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment to be
effective as of the day and year first above written.


<PAGE>

                           SECOND AMENDMENT TO LEASE

         This Second Amendment to Lease (the "Amendment") is dated as of this __
day of February, 1997, by and between THE MUTUAL LIFE INSURANCE COMPANY OF NEW
YORK, a New York corporation ("Landlord"), and EARTHLINK NETWORK, INC., a
Delaware corporation ("Tenant"), with respect to the following:

                                    RECITALS

         A. Landlord is the landlord and Tenant is the tenant pursuant to
that certain Office Lease dated effective as of September 26, 1996, by and
between Landlord and Tenant, as amended by that certain First Amendment to
Lease dated as of _____________, 1996, by that certain letter agreement dated
October 8, 1996 (regarding the letter of credit), by that certain letter
agreement dated October 10, 1996 (regarding submetering of utilities), by
that certain letter agreement dated November 19, 1996 (regarding modification
to parabolic light fixtures) and by that certain letter agreement dated
February 24, 1997 (regarding payment for submeters) (collectively, the
"Lease"). The Lease covers certain premises commonly known as Suite 100 (the
"Premises"), 2947 Bradley Street, Pasadena, California.

         B. Tenant desires to expand the Premises by including therein the
additional space depicted on EXHIBIT A hereto consisting of approximately
seventy-seven (77) square feet of Rentable Area, and Landlord is willing to
consent thereto. The parties therefore desire to enter into this Amendment to
adjust the Rentable Area of the Premises (as so expanded) and to make certain
other adjustments to the Lease in connection therewith, on the terms and
conditions set forth herein.

                                   AGREEMENT

         NOW, THEREFORE, IN CONSIDERATION OF the foregoing recitals, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         1. DEFINED TERMS. All capitalized terms used and not defined herein but
defined in the Lease shall have the meanings given to such terms in the Lease.

         2. PREMISES. The Additional Space is hereby added to the Premises.

         3. RENTABLE AREA.

                  a. The Rentable Area of the Premises set forth in Section I.E.
of the Lease is hereby amended to be Fifty-Four Thousand Eight Hundred
Twenty-Five (54,825) square feet.

                  b. Tenant's Proportionate Share of Common Operating Costs set
forth in Section I.Q. of the Lease is hereby amended to be forty-nine and
sixty-five one-hundredths percent (49.65%).

                  c. EXHIBIT D to the Lease is hereby deleted and replaced with
Exhibit D to this Amendment.

                  d. The Tenant Allowance (as defined in EXHIBIT C to the Lease)
is hereby amended to be $1,370,625.00 ($25.00 per square foot of Rentable Area
in the Premises).

         4. LEASE IN EFFECT. Landlord and Tenant acknowledge and agree that the
Lease, as hereby amended, remains in full force and effect in accordance with
its terms. To the extent that any provision of this Amendment shall conflict
with the Lease as in effect prior to the date hereof, this Amendment shall
prevail.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment to be
effective as of the day and year first above written.

         LANDLORD                                 TENANT

         THE MUTUAL LIFE INSURANCE                EARTHLINK NETWORK, INC., a
         COMPANY OF NEW YORK, a New York          Delaware corporation
         corporation

         By: /s/                                  By: /s/
            -----------------------------             --------------------------


         Title:  Vice President, Authorized       Title: Chief Financial Officer
                 Signatory, ARES Realty                  -----------------------
                 Capital
               ---------------------------
                                                  By: /s/
                                                     ---------------------------

                                                  Title:
                                                        ------------------------

<PAGE>

                            THIRD AMENDMENT TO LEASE

         THIS THIRD AMENDMENT TO LEASE ("Third Amendment") is made and
entered into as of August 11, 1998, by and between WHMNY Real Estate Limited
Partnership, a Delaware limited partnership ("Landlord"), and Earthlink
Network, Inc., a Delaware corporation ("Tenant").

                                    RECITALS

         A. ORIGINAL LEASE. Pursuant to that certain Office Lease dated
September 26, 1996 (the "Original Lease"), Landlord's predecessor in
interest, The Mutual Life Insurance Company of New York ("MONY"), leased to
Tenant certain premises in Suite 100 consisting of the first floor (the
"Original Premises") of the building located at 2947 Bradley Street,
Pasadena, California, 91107 (the "Building").

         B. FIRST AMENDMENT. The Original Lease was amended by that certain
First Amendment to Lease (the "First Amendment") dated February 1997, and by
the following letter agreements, each by and between MONY and Tenant; that
certain letter agreement dated October 8, 1996 (regarding the letter of
credit); that certain letter agreement dated October 10, 1996 (regarding
submetering of utilities); that certain letter agreement dated November 18,
1996 (regarding modification to parabolic light fixtures); and that certain
letter agreement dated February 24, 1997 (regarding payment for submeters)
(collectively, the "Letter Agreements").

         C. SECOND AMENDMENT. The Original Lease was further amended to confirm
the size of the Original Premises by that certain Second Amendment to Lease (the
"Second Amendment") dated February 1997, by and between MONY and Tenant.

         D. EXISTING LEASE. The Original Lease, as amended by the First
Amendment, the Letter Agreements, and the Second Amendment, is referred to
herein as the "Existing Lease."

         E. LEASE. The Existing Lease, as amended by this Third Amendment, is
referred to herein as the Lease.

         F. PURPOSE. Landlord and Tenant desire to further amend the Existing
Lease as set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby mutually acknowledged, Landlord and Tenant hereby
agree as follows:

         1. PREMISES. The description of the Premises set forth in the Existing
Lease is hereby amended by adding the following:

                  Landlord hereby leases to Tenant and Tenant hereby leases from
                  Landlord the lobby area on the first floor and the entire
                  second floor of the building (the "First Additional
                  Premises"), as shown on the floor plan attached hereto as
                  Exhibit "A". Unless otherwise expressly provided to the
                  contrary herein, on the after the First Additional Premises
                  Commencement Date (defined below) the term "Premises" as used
                  in this Lease shall consist of the existing Premises (the
                  entire first floor) and the First Additional Premises (the
                  first floor lobby and the entire second floor), for a total of
                  approximately 110,497 rentable square feet, and shall be
                  commonly referred to as Suite 100. Except as otherwise
                  provided in this Third Amendment, the First Additional
                  Premises shall be leased by Tenant on the same terms and
                  conditions as are applicable from time to time to the Existing
                  Premises.

<PAGE>

         2. TERM. The description of the term set forth in the Existing Lease is
hereby amended by adding the following:

                  The term of this Lease with respect to the First Additional
                  Premises shall commence on October 1, 1998 (the "First
                  Additional Premises Commencement Date"), shall run
                  concurrently with the remaining term of the Existing Lease,
                  and shall terminate on February 13, 2007. Notwithstanding the
                  foregoing to the contrary, upon the full execution of this
                  Third Amendment by Landlord and Tenant, and until the First
                  Additional Premises Commencement Date, Tenant shall have the
                  right to occupy the First Additional Premises, subject to all
                  of the provisions of this Lease excepting only those requiring
                  the payment of Rent respecting the First Additional Premises.

         3. MONTHLY RENTAL. Section IVA of the Original Lease, Exhibit D
attached to the Original Lease, and paragraph 3c of the Second Amendment are
hereby amended by adding the following:

                  Tenant agrees to pay to Landlord, as Monthly Rental for the
                  Existing Premises and the First Additional Premises, the
                  amounts set forth below per month for the time periods set
                  forth below payable on the first day of each calendar month
                  without offset or deduction during the term of this Lease.

<TABLE>
<CAPTION>
EFFECTIVE DATES                                MONTHLY RENTAL
<S>                                            <C>
10/01/1998-09/30/1999                            $ 92,071.00
10/01/1999-01/31/2002                            $147,081.00
02/01/2002-02/28/2002                            $153,294.00
03/01/2002-12/31/2003                            $158,046.00
01/01/2004-01/31/2007                            $167,307.00
02/01/2007-02/13/2007                            $ 72,499.70
</TABLE>

         4. COMMON OPERATING COSTS. Section IQ of the Original Lease, and
paragraph 3b of the Second Amendment are hereby amended by adding the following:

                  On and after the First Additional Premises Commencement Date,
                  Tenant's Proportionate Share of Common Operating Costs shall
                  be 100%.

         5. PARKING. As of the First Additional Premises Commencement Date,
Tenant shall have the exclusive use of the entire Building, including its
parking lot, and Tenant shall have no obligation to pay rent for the use of the
spaces in such lot.

         6. SECURITY DEPOSIT. Section IL of the Original Lease, and Section
XXXV.D of the Addendum attached to the Original Lease, are hereby amended by
adding the following:

                  On or before the First Additional Premises Commencement Date,
                  Tenant shall deliver a new Letter of Credit from no more than
                  two (2) banks in the aggregate amount of $1,000,000.00 as
                  security for Tenant's full and faithful performance of its
                  obligations and payments due under this Lease (the "New Letter
                  of Credit"). Once the New Letter of Credit is delivered to
                  Landlord, the existing Letter of Credit in effect at the time
                  of execution of this Third Amendment (the "Existing Letter of
                  Credit") shall be cancelled and shall be of no further force
                  or effect. Upon execution of this Third Amendment by Landlord
                  and Tenant, Landlord shall deliver the Existing Letter of
                  Credit to the bank that issued same, to be held in trust by
                  such bank

                                       2

<PAGE>

                  pending the issuance of the New Letter of Credit and the
                  subsequent cancellation of the Existing Letter of Credit. All
                  terms of Section XXXV.D of the Addendum to the Original Lease
                  respecting the Existing Letter of Credit shall apply to the
                  New Letter of Credit, with the following exceptions: the
                  Anniversary Dates shall be measured from the First Additional
                  Premises Commencement Date, and the aggregate amount of the
                  New Letter of Credit shall be reduced by $120,000.00 each year
                  on the Anniversary Dates, as set forth below:

<TABLE>
<CAPTION>
                                                       AMOUNT OF RENEWED
ANNIVERSARY DATES                                     NEW LETTER OF CREDIT
<S>                                                   <C>
10/01/1998                                               $1,000,000.00
10/01/1999                                               $  880,000.00
10/01/2000                                               $  760,000.00
10/01/2001                                               $  640,000.00
10/01/2002                                               $  520,000.00
10/01/2003                                               $  400,000.00
10/01/2004                                               $  280,000.00
10/01/2005                                               $  160,000.00
10/01/2006 - 02/13/2007                                  $   40,000.00
</TABLE>

         7. TENANT IMPROVEMENT ALLOWANCE. Landlord shall provide Tenant with a
Tenant Improvement Allowance in the amount of $1,231,900.00 (the "Tenant
Improvement Allowance") to be applied towards the cost of the work to be
performed within the Premises by Tenant (the "Tenant Improvements"), in
accordance with the Work Letter attached hereto as Exhibit "B." Landlord and
Tenant acknowledge and agree that on or before March 31, 2000, the entire Tenant
Improvement Allowance must be used for the Tenant Improvement Costs (as defined
in the Work Letter), and any unused amount after such date shall be retained by
Landlord.

         8. EXPANSION OPTIONS. Sections XXXV.A(1) and XXXV.A(2) of the Addendum
to the Original Lease are hereby deleted in their entirety and Landlord and
Tenant acknowledge that Tenant has no right to further expand in the building.

         9. BROKERS. Neither Landlord nor Tenant has dealt with any broker or
agent in connection with the negotiation or execution of this Third Amendment,
other than Insignia/ESG and Ramsey-Schilling Commercial Real Estate Services,
Inc. ("RSCO"). Landlord shall pay Insignia/ESG a commission in the amount of
three percent (3%) for months 1 through 60, and one and one-half percent
(1 1/2%) for months 61 through 101, in accordance with a separate listing
agreement, and shall pay RSCO a commission in the amount of four percent (4%)
for months 1 through 60, and two percent (2%) for months 61 through 101, in
accordance with a separate commission agreement originally by and between MONY
and RSCO, and assumed by Landlord. Tenant and Landlord shall each indemnify the
other against all costs, expenses, attorney fees, and other liability for
commissions or other compensation claims by any broker or agent claiming the
same by, through, or under the indemnifying party.

         10. FULL FORCE AND EFFECT. Except as expressly amended by this Third
Amendment, the Existing Lease shall remain in full force and effect for the
entire remaining term and any extensions thereof.

                                       3
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment effective as of the date first written above.

LANDLORD:                           WHMNY REAL ESTATE LIMITED
                                    PARTNERSHIP, a Delaware limited partnership

                                    By:      WHMNY GEN-PAR, INC., a Delaware
                                             corporation, General Partner

                                    By:   /s/
                                          --------------------------------------
                                    Name:    Nancy M. Haag
                                    Title:   Assistant Vice President

TENANT:                             EARTHLINK NETWORK, INC.,
                                    a Delaware corporation

                                    By:   /s/
                                          --------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                           -------------------------------------


                                    By:
                                          --------------------------------------
                                    Name:
                                           -------------------------------------
                                    Title:
                                           -------------------------------------



                                       4

<PAGE>

                            FOURTH AMENDMENT TO LEASE

         THIS FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered
into as of December 1, 1999, by and between WHMNY Real Estate Limited
Partnership, a Delaware limited partnership ("Landlord"), and Earthlink Network,
Inc., a Delaware corporation ("Tenant").

                                    RECITALS

         A. ORIGINAL LEASE. Pursuant to that certain Office Lease dated
September 26, 1996 (the "Original Lease"), Landlord's predecessor in interest,
The Mutual Life Insurance Company of New York ("MONY"), leased to Tenant certain
premises in Suite 100 consisting of the first floor (the "Original Premises") of
the building located at 2947 Bradley Street, Pasadena, California, 91107 (the
"Building"). The Building, together with the land on which the Building is
located, the building located at 2923 Bradley Street, and all related
improvements, is referred to herein as the "Project."

         B. FIRST AMENDMENT. The Original Lease was amended by that certain
First Amendment to Lease (the "First Amendment") dated February 1997, and by the
following letter agreements, each by and between MONY and Tenant: that certain
letter agreement dated October 8, 1996 (regarding the letter of credit); that
certain letter agreement dated October 10, 1996 (regarding submetering of
utilities); that certain letter agreement dated November 18, 1996 (regarding
modification to parabolic light fixtures); and that certain letter agreement
dated February 24, 1997 (regarding payment for submeters) (collectively, the
"Letter Agreements").

         C. SECOND AMENDMENT. The Original Lease was further amended to confirm
the size of the Original Premises by that certain Second Amendment to Lease (the
"Second Amendment") dated February 1997, by and between MONY and Tenant.

         D. THIRD AMENDMENT. The Original Lease was further amended to expand
the Original Premises to include all of the rentable space in the Building (the
"Existing Premises"), by that certain Third Amendment to Lease dated August 11,
1998, by and between Landlord and Tenant.

         E. EXISTING LEASE. The Original Lease, as amended by the First
Amendment, the Letter Agreements, the Second Amendment, and the Third Amendment
is referred to herein as the "Existing Lease."

         F. LEASE. The Existing Lease, as amended by this Fourth Amendment, is
referred to herein as the Lease.

         G. PURPOSE. Landlord and Tenant desire to further amend the Existing
Lease as set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby mutually acknowledged, Landlord and Tenant hereby
agree as follows:

         1. LEASE. Landlord hereby leases to Tenant and Tenant hereby accepts
from Landlord the portion of the Project depicted on EXHIBIT A attached hereto
and incorporated herein by reference ("Generator Space"). In the Generator
Space, Tenant shall (i) construct, operate and maintain a structure to house the
existing electrical generators for the Project, (ii) install additional
generators and equipment within the structure ("Tenant Equipment"), and (iii)
make certain related improvements within the Project and the Building to connect
the generators to the Building electrical system, all pursuant to Paragraph 3
below and EXHIBIT B and EXHIBIT B-1 attached hereto and incorporated herein by
reference (collectively "Tenant Work"). Except as otherwise provided in this
Fourth Amendment, the Generator Space shall be used by Tenant on the same terms
and conditions as are applicable from time to time to the Existing Premises. All
of the terms and conditions applicable to the Existing Premises pursuant to the
Existing Lease shall also be applicable to the

                                    1

<PAGE>

Generator Space, provided, however, Tenant shall not be required to pay any
additional Monthly Rental or other rent to Landlord for use of the Generator
Space. Tenant shall timely pay for all utilities used with respect to the
Generator Space directly to the provider thereof.

         2. TERM. The term of this Lease with respect to the Generator Space
shall commence on the date first written above, shall run concurrently with the
remaining term of the Existing Lease, and shall terminate on February 13, 2007.

         3. TENANT WORK AND INSURANCE. Commencing on the date first written
above, at its sole cost and expense, Tenant shall cause to be constructed the
Tenant Work. Landlord shall not be required by this Fourth Amendment to make any
changes or improvements to the Generator Space or the Existing Premises. Without
limitation of Paragraph 1 above, all insurance required by the Existing Lease
applicable to the Existing Premises shall also apply to the Generator Space. In
addition to all insurance required by the Existing Lease, and subject to the
terms set forth in Section XIV of the Original Lease, prior to completion of the
Tenant Work Tenant shall obtain and keep in full force and effect all risk
extended coverage, fire, vandalism and malicious mischief insurance insuring the
Tenant Work in an amount not less than one hundred percent (100%) of the full
replacement cost thereof.

         4. RESTORATION OF PREMISES. At Landlord's option, Landlord may require
Tenant to restore the Premises, Building and Project to their original condition
existing before the construction of the Tenant Work, including without
limitation, restoration of landscaping and parking surfaces. Prior to
commencement of construction of the Tenant Work, Tenant shall provide Landlord
with a bond or irrevocable letter of credit in an amount sufficient, in
Landlord's reasonable judgment, to restore the Premises, Building and Project to
such original condition. This restoration right shall be in addition to any
restoration or similar rights set forth in the Lease. Provided that Tenant has
performed all of its obligations hereunder, Tenant may remove all Tenant
Equipment placed in the Generator Space by Tenant (but Tenant may not remove any
such item which was paid for, in whole or in part, by Landlord or any wiring or
cabling unless Landlord requires such removal).

         5. MAINTENANCE, REPAIR AND OPERATION. During the entire term of this
Lease respecting the Generator Space, and in addition to any and all maintenance
and repair obligations of Tenant set forth in the Existing Lease, at Tenant's
sole cost and expense Tenant shall repair and at all times maintain the Tenant
Work in good working order and condition and in accordance with all applicable
laws, rules, regulations, ordinances, orders, permits and approvals. Tenant
shall promptly reimburse Landlord for any costs and expenses incurred by
Landlord, if any, in connection with the maintenance, repair or operation of the
Tenant Work and/or Generator Space promptly on demand by Landlord.

         6. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times
have the right to enter the Generator Space.

         7. FULL FORCE AND EFFECT. Except as expressly amended by this Fourth
Amendment, the Existing Lease shall remain in full force and effect for the
entire remaining term and any extensions thereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment effective as of the date first written above.






LANDLORD:                             WHMNY REAL ESTATE LIMITED
                                      PARTNERSHIP, a Delaware limited
                                      partnership

                                      By:   WHMNY GEN-PAR, INC., a Delaware
                                            corporation, General Partner

                                      By:    /s/
                                            ----------------------------------
                                      Name:  Nancy M. Haag
                                      Title: Assistant Vice President

                                        2
<PAGE>

TENANT:                             EARTHLINK NETWORK, INC.,
                                    a Delaware corporation


                                    By:   /s/
                                          ------------------------------------
                                    Name:
                                           -----------------------------------
                                    Title:
                                           -----------------------------------

                                    By:
                                          ------------------------------------
                                    Name:
                                          ------------------------------------
                                    Title:
                                          ------------------------------------



                                       3