<PAGE>

                     AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
                   (Do not use this form for Multi-Tenant Property)


1.  Basic Provisions ("Basic Provisions")

     1.1  Parties:  This Lease ("Lease"), dated for reference purposes only,
November 10, 1994 is made by and between WVP Income Plus, III L.P. ("Lessor")
and Siebel Systems ("Lessee"), (collectively the "Parties," or individually a
"Party").

     1.2  Premises:  That certain real property, including all improvements
therein or to be provided by Lessor under the terms of this Lease, and commonly
known by the street address of 4005 Bohannon Drive located in the County of San
Mateo State of California and generally described as (describe briefly the
nature of the property) An approximate 12,000 square foot office building
("Premises). (See Paragraph 2 for further provisions.)

     1.3  Term:  19 months ("Original Term") commencing January 1, 1995
("Commencement Date") and ending July 31, 1996 ("Expiration Date"). See
Paragraph 3 for further provisions.)

     1.4  Early Possession:  Tenant shall be allowed to install telephone
wiring, furniture prior to commencement. ("Early Possession Date"). (See
Paragraphs 3.2 and 3.3 for further provisions.)

     1.5  Base Rent:  $11,400 per month ("Base Rent"), payable on the first day
of each month commencing January 1, 1995. There shall be no rent due for the
month of July, 1996. (See Paragraph 4 for further provisions.)

/ /  If this box is checked, there are provisions in this Lease for the Base
Rent to be adjusted.

     1.6  Base Rent Paid Upon Execution:  $11,400 as Base Rent for the period
January, 1995.

     1.7  Security Deposit:  $11,400. ("Security Deposit"). (See Paragraph 5 for
further provisions.)

     1.8  Permitted Use:  General office, computer software engineering and
marketing and other legal related (See Paragraph 6 for further provisions.)

     1.9  Insuring Party:  Lessor is the "Insuring Party" unless otherwise
stated herein. (See Paragraph 8 for further provisions.)

     1.10  Real Estate Brokers: The following real estate brokers (collectively,
the "Brokers") and brokerage relationships exist in this transaction and are
consented to by the Parties (check applicable boxes):
Cornish & Carey Commercial represents

/ /  Lessor exclusively ("Lessor's Broker");  / /  both Lessor and Lessee, and
represents _
/ /  _____ [deleted]

     1.11  _____[deleted] ("Guarantor"). (See Paragraph 37 for further
provisions.)

     1.12  Addenda. Attached hereto is an Addendum or Addenda consisting of
Paragraphs 50 through 55 and Exhibits __ all of which constitute a part of this
Lease.


2.  Premises.

     2.1  Letting. Lessor hereby leases to Lessee and Lessee hereby leases from
Lessor, the Premises, for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. Unless otherwise provided
herein, any statement of square footage set forth in this Lease; or that may
have been used in calculating rental, is an approximation which Lessor and
Lessee agree is reasonable and the rental based thereon is not subject to
revision whether or not the actual square footage is more or less.

<PAGE>

     2.2  Condition. Lessor shall deliver the Premises to Lessee clean and free
of debris on the Commencement Date and warrants to Lessee that the existing
plumbing, fire sprinkler system, lighting, air conditioning, heating, and
loading doors, if any, in the Premises, other than those constructed by Lessee,
shall be in good operating condition as per paragraph 51 of the Addendum. If a
non-compliance with said warranty exists as of the Commencement Date, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee setting forth with specificity the nature and extent
of such non-compliance, rectify same at Lessor's expense. If Lessee does not
give Lessor written notice of a non-compliance with this warranty within thirty
(30) days after the Commencement Date, correction of that non-compliance shall
be the obligation of Lessee at Lessee's sole cost and expense.

     2.3  Compliance with Covenants, Restrictions and Building Code. Lessor
warrants to Lessee that the improvements on the Premises comply with all
applicable covenants or restrictions record and applicable building codes,
regulations and ordinances in effect on the Commencement Date. Said warranty
does not apply to the use to which Lessee will put the Premises or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a) made or to
be made by Lessee. If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee setting forth with specificity the nature and extent
of such non-compliance, rectify the same at Lessor's expense. [deleted]

     2.4  Acceptance of Premises. Lessee hereby acknowledges: (a) that it has
been advised by the Brokers to satisfy itself with respect to the condition of
the Premises (including but not limited to the electrical and fire sprinkler
systems, security, environmental aspects, compliance with applicable Law, as
defined in Paragraph 6.3) and the present and future suitability of the Premises
for Lessee's intended use, (b) that Lessee has made such investigation as it
deems necessary with reference to such matters and assumes all responsibility
therefor as the same relate to Lessee's occupancy of the Premises and/or the
term of this Lease, and (c) that neither Lessor, nor any of Lessor's agents, has
made any oral or written representations or warranties with respect to the said
matters other than as set forth in this Lease.

     2.6  [deleted]


3.  Term.

     3.1  Term. The Commencement Date, Expiration Date and Original Term of his
Lease are as specified in Paragraph 1.3.

     3.2  Early Possession. If Lessee totally or partially occupies the Premises
prior to the Commencement Date, the obligation to pay Base Rent shall be abated
for the period of such early possession. All other terms of this Lease, however,
[deleted] to pay Real Property shall be in effect during such period. Any such
early possession shall not affect nor advance the Expiration Date of the
Original Term.

     3.3  Delay in Possession. If for any reason Lessor cannot deliver
possession of the Premises to Lessee as agreed herein by the Early Possession
Date, if one is specified in Paragraph 1.4 or, if no Early Possession Date is
specified, by the Commencement Date, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease, or
the obligations of Lessee hereunder, or extend the term hereof, but in such
case, Lessee shall not, except as otherwise provided herein, be obligated to pay
rent or perform any other obligation of Lessee under the terms of this Lease
until Lessor delivers possession of the Premises to Lessee. If possession of the
Premises is not delivered to Lessee within [30, 60?] days after the Commencement
Date, Lessee may, at its option, by notice in writing to Lessor within ten (10)
days thereafter, cancel this Lease, in which event the Parties shall be
discharged

<PAGE>

from all obligations hereunder; provided, however, that if such written notice
by Lessee is not received by Lessor within said ten (10) day period, Lessee's
right to cancel this Lease shall terminate and be of no further force or effect.
Except as may be otherwise provided, and regardless of when the term actually
commences, if possession is not tendered to Lessee when required by this Lease
and Lessee does not terminate this Lease, as aforesaid, the period free of the
obligation to pay Base Rent, if any, that Lessee would otherwise have enjoyed
shall run from the date of delivery of possession and continue for a period
equal to what Lessee would otherwise have enjoyed under the terms hereof, but
minus any days of delay caused by the acts, changes or omissions of Lessee.


4.  Rent.

     4.1  Base Rent. Lessee shall cause payment of Base Rent and other rent or
charges, [deleted] may be adjusted from time to time, to be received by Lessor
in lawful money of the United States, without offset or deduction, on or before
the day on which it is due under the terms of this Lease. Base Rent and all
other rent and charges for any period during the term hereof which is for less
than one (1) full calendar month shall be prorated based upon the actual number
of days of the calendar month involved. Payment of Base Rent and other charges
shall be made to Lessor at its address stated herein or to such other persons or
at such other addresses as Lessor may from time to time designate in writing to
Lessee.

5.  Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
Security Deposit set forth in Paragraph 1.7 as security for Lessee's faithful
performance of Lessee's obligations under this Lease. If Lessee fails to pay
Base Rent or other rent or charges due hereunder, or otherwise Defaults under
this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain all
or any portion of said Security Deposit for the payment of any amount due Lessor
or to reimburse or compensate Lessor for any liability, cost, expense, loss or
damage (including attorneys' fees) which Lessor may suffer or incur by reason
thereof. If Lessor uses or applies all or any portion of said Security Deposit,
Lessee shall within ten (10) days after written request therefor deposit moneys
with Lessor sufficient to restore said Security Deposit to the full amount
required by this Lease. _ [deleted] Rent of this Lease, ____ [deleted] Lessor;
deposit additional moneys with Lessor sufficient to maintain the _ [deleted]
amounts are specified in the Basic Provisions. Lessor shall not be required to
keep all or any part of the Security Deposit separate from its general accounts.
Lessor shall, at the expiration or earlier termination of the term hereof and
after Lessee has vacated the Premises, return to Lessee in a timely fashion or,
at Lessor's option, to the last assignee, if any, of Lessee's interest herein),
that portion of the Security Deposit not used or applied by Lessor. Unless
otherwise expressly agreed in writing by Lessor, no part of the Security Deposit
shall be considered to be held in trust, to bear interest or other increment for
its use, or to be prepayment for any moneys to be paid by Lessee under this
Lease.

6.  Use.

     6.1  Use. Lessee shall use and occupy the Premises only for the purposes
set forth in Paragraph 1.8 or any other use which is comparable thereto and/for
no other purpose. Lessee shall not use or permit the use of the premises in a
manner that creates waste or a nuisance, or that disturbs owners and/or
occupants of, or causes damage to, neighboring premises or properties.

     6.2  Hazardous Substances.

          (a) Reportable Uses Require Consent. The term "Hazardous Substance" as
used in this Lease shall mean any product, substance, chemical, material or
waste whose presence, nature, quantity and/or

<PAGE>

intensity of existence, use, manufacture, disposal, transportation, spill,
release or effect, either by itself or in combination with other materials
expected to be on the Premises, is either: (I) potentially injurious to the
public health, safety or welfare, the environment or the Premises, (ii)
regulated or monitored by any governmental authority, or (iii) a basis for
liability f Lessor to any governmental agency or third party under any
applicable statute or common law theory. Hazardous Substance shall include, but
not be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products,
by-products or fractions there. Lessee shall not engage in any activity in, on
or about the Premises which constitutes a Reportable Use (as hereinafter
defined) of Hazardous Substances without the express prior written consent of
Lessor and compliance in timely manner (at Lessee's sole cost and expense) with
all Applicable Law (as defined in Paragraph 6.3). "Reportable Use" shall mean
(I) the installation or use of any above or below ground storage tank, (ii) the
generation, possession, storage, storage, use, transportation, or disposal of a
Hazardous Substance with respect to which any Applicable Law requires that a
notice be given to persons entering or occupying the Premises or neighboring
properties. Notwithstanding the foregoing, Lessee may, without Lessor's prior
consent, but in compliance with all Applicable Law, use any ordinary and
customary materials reasonably required to be used by without Lessor's prior
consent, but in compliance with all Applicable Law, use any ordinary and
customary materials reasonably required to be used by Lessee in the normal
course of Lessee's business permitted on the Premises, so long as such use is
not a Reportable Use and does not expose the Premises or neighboring properties
to any meaningful risk of contamination or damage or expose Lessor to any
liability therefor. In addition, Lessor may (but without any obligation to do
so) condition its consent to the use or presence of any Hazardous Substance,
activity or storage tank by Lessee upon Lessee's giving Lessor such additional
assurances as Lessor in its reasonable discretion, deems necessary to protect
itself, the public, the Premises and the environment against damage,
contamination or injury and/or liability therefrom or therefor, including, but
not limited to, the installation (and removal on or before Lease expiration or
earlier termination) of reasonably necessary protective modifications to the
Premises (such as concrete encasements) and/or the deposit of an additional
Security Deposit under Paragraph 5 hereof.

          (b)  Duty to Inform Lessor. If Lessee knows, or has reasonable cause
to believe, that a Hazardous Substance, or a condition involving or resulting
from same, has come to be located in, on, under or about the Premises other than
as previously consented to by Lessor. Lessee shall immediately give written
notice of such fact to Lessor. Lessee shall also immediately give Lessor a copy
of any statement, report, notice, registration, application, permit, business
plan, license, claim, action or proceeding given to, or received from, any
governmental authority or private party, or persons entering or occupying the
Premises, concerning the presence, spill, release, discharge of, or exposure to,
any Hazardous Substance or contamination in, on, or about the Premises,
including but not limited to all such documents as may be involved in any
Reportable Uses Involving the Premises.

          (c)  Indemnification. Lessee shall indemnify, protect, defend and hold
Lessor, its agents, employees, lenders and ground lessor, if any, and the
Premises, harmless from and against any and all loss of rents and/or damages,
liabilities, judgments, costs, claims, liens, expenses, penalties, permits and
attorney's's and consultant's fees arising out of or involving any Hazardous
Substance or storage tank brought onto the Premises by or for Lessee or under
Lessee's control. Lessee's obligations under this Paragraph 6 shall include, but
not be limited to the effects of any contamination or injury to person, property
or the environment created or suffered by Lessee and the cost of investigation
(including consultant's and attorney's fees and testing), removal, remediation,
restoration and/or abatement thereof, or of any contamination therein involved,
and shall survive the expiration or earlier termination of this

<PAGE>

Lease. No termination, cancellation or release agreement entered into by Lessor
and Lessee shall release Lessee from its obligations under this Lease with
respect to Hazardous Substances or storage tanks, unless specifically so agreed
by Lessor in writing at the time of such agreement.

     6.3  Lessee's Compliance with law. Except as otherwise provided in this
Lease, Lessee, shall, at Lessee's sole cost and expense, fully diligently and in
a timely manner, comply with all "Applicable Law," which term is used in this
Lease to include all laws, rules, regulations, ordinances, directives,
covenants, easements and restrictions of record, permits the requirements of any
applicable fire insurance underwriter or rating bureau and the recommendations
of Lessor's engineers and/or consultants relating in any manner to the premises
(including but not limited to matters pertaining to (1) industrial hygiene, (ii)
environmental conditions on, in, under or about the Premises, including soil and
groundwater conditions, and (iii) the use, generation, manufacture, production,
installation, maintenance, removal, transportation, storage, spill or release of
any Hazardous Substance or storage tank), now in effect or which may hereafter
come into effect and whether or not reflecting a change in policy from any
previously existing policy. Lessee shall, within five (5) days after receipt of
Lessor's written request, provide Lessor with copies of all documents and
information, including, but not limited to, permits, registrations, manifests,
applications, reports and certificates, evidencing Lessee's compliance with any
Applicable Law specified by Lessor, and shall immediately upon receipt, notify
Lessor in writing (with copies of any documents involved) of any threatened or
actual claim, notice, citation, warning, complaint or report pertaining to or
involving failure by Lessee or the Premises to comply with any Applicable Law.

     6.4  Inspection; Compliance. Lessor and Lessor's Lender(s) (as defined in
Paragraph 8.3(a) shall have the right to enter the Premises at any time in the
case of an emergency, and otherwise at reasonable times, for the purpose of
inspecting the condition of the Premises and for verifying compliance by Lessee
with this Lease and all Applicable Laws (as defined in Paragraph 6.3), and to
employ experts and/or consultants in connection therewith and/or to advise
Lessor with respect to Lessee's activities, including but not limited to the
installation, operation, use, monitoring, maintenance, or removal of any
Hazardous Substance or storage tank on or from the Premises. The costs and
expenses of any such inspections shall be paid by the party requesting same,
unless a Default or Breach of this Lease, violation of Applicable Law, or a
contamination, caused or materially contributed to by Lessee is found to exist
or be imminent or unless the inspection is requested or ordered by a
governmental authority as a result of any such existing or imminent violation or
contamination, in any such case, Lessee shall upon reimburse Lessor or Lessor's
Lender, as the case may be, for the costs and expenses of such inspections.

7.  Maintenance; Repairs; Utility Installations; Trade Fixtures and
Alternations.

     7.1  Lessee's Obligations.

          (a) Subject to the provisions of Paragraphs 2.2 (Lessor's warranty as
to condition), 2.3 (Lessor's warranty as to compliance with covenants, etc.).
7.2 (Lessor's obligations to repair), 9 (damage and destruction), and 14
(condemnation), Lessee shall, at Lessee's sole cost and expense and at all times
keep the Premises and every part thereof in good order, condition and [deleted]
whether or not such portion of the Premises [deleted] to Lessee, and whether or
not the need for such repairs occurs [deleted] boilers, fired or unfired systems
and equipment, fire hydrants, fixtures, waits (interior and exterior), ceilings,
floors, windows, doors, plate glass, landscaping, driveways, fences, signs.
Lessee shall not cause or permit any Hazardous Substance to be spilled or
released in, on, under or about the Premises (including through the plumbing or
sanitary sewer system) and shall promptly, at Lessee's expense, take all
investigatory and/or remedial action reasonably recommended, whether or not
formally ordered or

<PAGE>

required, for the cleanup of any contamination of, and for the maintenance,
security and/or monitoring of, the Premises, the elements surrounding same or
neighboring properties that was caused or materially contributed to by Lessee,
or pertaining to or involving any Hazardous Substance and/or storage tank
brought onto the Premises by or for Lessee or under its control. Lessee, in
keeping the Premises in good order, condition and repair, shall exercise and
perform good maintenance practices. Lessee's obligations shall include [deleted]
the Premises and all improvements thereon or a part thereof in good order,
condition [deleted].

          (b)  See Addendum paragraph 53.

     7.2  See Addendum paragraph 53.

     7.3  Utility Installations; Trade Fixtures; Alternations.

          (a)  Definitions; Consent Required. The term "Utility Installations"
is used in this Lease to refer to all carpeting, window coverings, air lines,
power panels, electrical distribution, security, fire protection systems,
communication systems, lighting fixtures, heating, ventilating, and air
conditioning equipment, plumbing, and fencing in, on or about the Premises. The
term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be
removed without doing material damage to the Premises. The term "Alterations"
shall mean any modification of the improvements on the Premises from that which
are provided by Lessor under the terms of this Lease, other than Utility
Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned
Alterations and/or Utility Installations" are defined as Alterations and/or
Utility Installations made by lessee that are not yet owned by lessor as defined
in Paragraph 7.4(a). Lessee shall not make any Alternations or Utility
Installations in, on, under or about the Premises without Lessor's prior written
consent. Lessee may, however, make non-structural Utility Installations to the
interior of the Premises (excluding the roof), as long as they are not visible
from the outside, do not involve puncturing, relocating or removing the roof or
any existing walls and the cumulative cost thereof during the term of this Lease
as extended does not exceed $25,000. Lessor acknowledges Lessee intends to
replace carpet.

          (b)  Consent. Any Alternations or Utility Installations that Lessee
shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with proposed detailed plans. All consents
given by Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific
consent, shall be deemed conditioned upon: (1) Lessee's acquiring all applicable
permits required by governmental authorities, (ii) the furnishing of copies of
such permits together with a copy of the plans and specifications for the
Alteration or Utility Installation to Lessor prior to commencement of the work
thereon, and (iii) compliance by Lessee with all conditions of said permits in a
prompt and expeditious manner. Any Alternations or Utility Installations by
Lessee during the term of this Lease shall be done in a good and workmanlike
manner, with good and sufficient materials, and in compliance with all
Applicable Law. Lessee shall promptly upon completion thereof furnish Lessor
with as-built plans and specifications therefor, Lessor may (but without
obligation to do so) condition its consent to any requested Alteration or
Utility Installation that costs $10,000 or more upon Lessee's providing Lessor
with a lien and completion bond in an amount equal to one and one-half times the
estimated cost of such Alternation or Utility Installation and/or upon Lessee's
posting an additional Security Deposit with Lessor under Paragraph 36 hereof.

          (c) Indemnification. Lessee  shall pay, when due, all claims for labor
or materials furnished or alleged to have been furnished to or for Lessee at or
for use on the Premises, which claims are or may be secured by any mechanics' or
materialism lien against the Premises or any interest therein. Lessee shall give
Lessor not less than ten (10) days' notice prior to the commencement of any work
in, on or

<PAGE>

about the Premises, and Lessor shall have the right to post notices of
non-responsibility in or on the Premises as provided by law. If Lessee shall, in
good faith, contest the validity of any such lien, claim or demand, the Lessee
shall, at its sole expense defend and protect itself. Lessor and the Premises
against the same and shall pay and satisfy any such adverse judgment that may be
rendered thereon before the enforcement thereof against the Lessor the Premises.
If Lessor shall require, Lessee shall furnish to Lessor a surety bond
satisfactory to Lessor in an amount equal to one and one-half times the amount
of such contested lien claim or demand, indemnifying Lessor against liability
for the same, as required by law for the holding of the Premises free from the
effect of such lien or claim. In addition, Lessor may require Lessee to pay
Lessor's attorney's fees and costs in participating in such action if Lessor
shall decide it is to its best interest to do so.

     7.4  Ownership; Removal; Surrender; and Restoration.

          (a)  Ownership. Subject to Lessor's right to require their removal or
become the owner thereof as hereinafter provided in this Paragraph 7.4, all
Alterations and Utility Additions made to the Premises by Lessee shall be the
property of and owned by Lessee, but considered a part of the Premises. Lessor
may, at any time and at its option, elect in writing to Lessee to be the owner
of all or any specific part of the Lessee Owned alternations and Utility
Installations. Unless otherwise instructed per subparagraph 7.4(b) hereof, all
Lessee Owned Alternations and Utility Installations shall, at the expiration or
earlier termination of this Lease, become the property of Lessor and remain upon
and be surrendered by Lessee with the Premises.

          (b)  Removal. Unless otherwise agreed in writing, Lessor may require
that any or all Lessee Owned alternations or Utility Installations be removed by
the expiration or earlier termination of this Lease, notwithstanding their
installation may have been consented to by Lessor. Lessor may require the
removal at any time of all or any part of any Lessee Owned Alternations or
Utility Installations made without the required consent of Lessor.

          (c)  Surrender/Restoration. Lessee shall surrender the Premises by the
end of the last day of the Lease term or any earlier termination date, with all
of the improvements, parts and surfaces thereof clean and free of debris and in
good operating order, condition and state of repair, ordinary wear and tear
expected. "Ordinary wear and tear" shall not include any damage or deterioration
that would have been prevented by good maintenance practice or by Lessee
performing all of its obligations under this Lease. Except as otherwise agreed
or specified in writing by Lessor, the Premises, as surrendered, shall include
the Utility Installations. The obligation of Lessee shall include the repair of
any damage occasioned by the installation, maintenance or removal of Lessee's
Trade Fixtures, furnishings, equipment, and Alterations and/or Utility
Installations, as well as the removal of any storage tank installed by or for
Lessee, and the removal, replacement, or remediation of any soil, material or
ground water contaminated by Lessee, all as may then be required by Applicable
Law and/or good practice. Lessee's Trade Fixtures shall remain the property of
Lessee and shall be removed by Lessee subject to its obligation to repair and
restore the Premises per this Lease.

8.  Insurance: Indemnity.

     8.1  Payment For Insurance. Regardless of whether the Lessor or Lessee is
the Insuring Party, Lessee shall pay for all insurance required under this
Paragraph 8 except to the extent of the cost attributable to liability insurance
carried by Lessor in excess of $1,000,000 per occurrence. Premiums for policy
periods commencing prior to or extending beyond the Lease term shall be prorated
to correspond to the

<PAGE>

Lease term. Payment shall be made by Lessee to Lessor within ten (10) days
following receipt of an invoice for any amount due as per Addendum paragraph 53.

     8.2  Liability Insurance.

          (a)  Carried by Lessee. Lessee shall obtain and keep in force during
the term of this Lease a Commercial General Liability policy of insurance
protecting Lessee and Lessor (as an additional insured) against claims for
bodily injury, personal injury and property damage based upon, involving or
arising out of the ownership, use, occupancy or maintenance of the Premises and
all areas appurtenant thereto. Such insurance shall be on an occurrence basis
providing single limit coverage in an amount not less than $1,000,000 per
occurrence with an "additional Insured-Managers or Lessors of Premises"
Endorsement and contain the "Amendment of the Pollution Exclusion" for damage
caused by heat smoke or fumes from a hostile fire. The policy shall not contain
any intra-insured exclusions as between insured persons or organizations, but
shall include coverage for liability assumed under this Lease as an "insured
contract" for the performance of Lessee's indemnity obligations under this
Lease. The limits of said insurance required by this Lease or as carried by
Lessee shall not, however, limit the liability of Lessee nor relieve Lessee of
any obligation hereunder. All insurance to be carried by Lessee shall be primary
to and not contributory with any similar insurance carried by Lessor, whose
insurance shall be considered excess insurance only.

          (b)  Carried By Lessor, in the event Lessor is the Insuring Party.
Lessor shall also maintain liability insurance described in Paragraph 8.2(a),
above, in addition to, and not in lieu of, the insurance required to be
maintained by Lessee. Lessee shall not be named as an additional insured
therein.

     8.3  Property Insurance --Building, Improvements and Rental Value.

          (a)  Building and Improvements. The Insuring Party shall obtain and
keep in force during the term of this Lease a policy or policies in the name of
Lessor, with loss payable to Lessor and to the holders of any mortgages, deeds
of trust or ground leases on the Premises ("Lender(s)"), insuring loss or damage
to the Premises.  The amount of such insurance shall be equal to the full
replacement cost of the Premises, as the [_________] shall exist from time to
time, or the amount required by Lenders, but in no event more than the
commercially reasonable and available insurable value there if, by reason of the
unique nature or age of the improvements involved, such latter amount is less
than full replacement cost.  If Lessor is the insuring Party, however, Lessor
Owned Alteration and Utility Installation shall be insured by Lessee under
Paragraph 8.4 rather than by Lessor.  If the coverage is available and
commercially appropriate, such policy or policies shall insure against all risks
of direct physical loss or damage (except the perils of flood and/or earthquake
unless required by a Lender), including coverage for any additional costs
resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement
of any undamaged sections of the Premises required to be demolished or removed
by reason of the enforcement of any building, zoning, safety or land use laws as
the result of a covered cause of loss.  Said policy or policies shall also
contain an agreed valuation provision in lieu of any coinsurance clause, waiver
of subrogation, and inflation guard protection causing an increase in the annual
property insurance coverage amount by a factor of not less than the adjusted
U.S. Department of Labor Consumer price Index for All Urban Consumers for the
city nearest to where the Premises are located.  If such insurance coverage has
a deductible clause, the deductible amount shall not exceed $1,000 per
occurrence, and Lessee shall be liable for such deductible amount in the event
of an insured Loss, as defined in Paragraph 9.1(c)

          (b)  Rental Value. The Insuring party shall, in addition, obtain and
keep in force during the term of this Lease a policy or policies in the name of
Lessor with loss payable to Lessor and Lender(s),

<PAGE>

insuring the loss of the full rental and other charges payable by Lessee to
Lessor under this Lease for one (1) year (including all real estate taxes,
insurance costs, and any schedule rental increases). Said insurance shall
provide that in the event the Lease is terminated by reason of an insured loss,
the period of indemnity for such overage shall be extended beyond the date of
the completion of repairs or replacement of the Premises, to provide for one
full year's loss of rental revenues from the date of any such loss. Said
insurance shall contain an agreed valuation provision in lieu of any coinsurance
clause, and the amount of coverage shall be adjusted annually to reflect the
projected rental income, property taxes, insurance premium costs and other
expenses, if any, otherwise payable by Lessee, for the next twelve (12) month
period. Lessee shall be liable for nay deductible amount in the event of such
loss.

          (c)  Adjacent Premises. If the Premises are part of a larger building,
or if the Premises are part of a group of buildings owned by Lessor which are
adjacent to the Premises, the Lessee shall pay for any increase int he premiums
for the property insurance of such building or buildings if said increase is
caused by Lessee's acts, omissions, use or occupancy of the Premises.

          (d)  Tenant's Improvements. If the Lessor is the Insuring party, the
Lessor shall not be required to insure Lessee owned Alterations and Utility
Installations unless the item in question has become the property of Lessor
under the terms of this Lease. If Lessee is the Insuring Party, the policy
carried by Lessee under this Paragraph 8.3 shall insure Lessee owned Alterations
and Utility Installations.

     8.4  Lessee's Property Insurance. Subject to the requirements of
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at
Lessor's option, by endorsement to a policy already carried, maintain insurance
coverage on all of Lessee's personal property. Lessee Owned Alterations and
Utility Installations in, on, or about the Premises similar in coverage to that
carried by the Insuring Party under Paragraph 8.3. Such insurance shall be full
replacement cost coverage with a deductible or not to exceed $1,000 per
occurrence. The proceeds from any such insurance shall be used by Lessee for the
replacement of personal property or the restoration of Lessee Owned Alterations
and Utility Installations. Lessee shall be the Insuring Party with respect to
the insurance required by this Paragraph 8.4 and shall provide Lessor with
written evidence that such insurance is in force.

     8.5  Insurance Policies. Insurance required hereunder shall be in companies
duly licensed to transact business in the state where the Premises are located,
and maintaining during the policy term a "General Policyholders Rating" at least
B+, V, or such other rating as may be required by a Lender having a lien on the
Premises, as set forth in the most current issue of "Best's Insurance Guide".
Lessee shall not do or permit to be done anything which shall invalidate the
insurance policies referred to in this Paragraph 8. If Lessee is the Insuring
Party, Lessee shall cause to be delivered to Lessor certified copies of policies
of such insurance or certificates evidencing the existence and amounts of such
insurance with the insureds and loss payable clauses as required by this Lease.
No such policy shall be cancelable or subject to modification except after
thirty (30) days prior written notice to Lessor. Lessee shall at least thirty
(30) days prior to the expiration of such policies, furnish Lessor with evidence
of renewals or "insurance binders" evidencing renewal thereof, or Lessor may
order such insurance and charge the cost thereof to Lessee, which amount shall
be payable by Lessee to Lessor upon demand. If the Insuring party shall fail to
procure and maintain the insurance required to be carried by the Insuring Party
under this Paragraph 8, the other Party may, but shall not be required to,
procure and maintain the same, but at Lessee's expense.

     8.6  Waiver of Subrogation. Without affecting any other rights or remedies,
Lessee and Lessor ("Waiving Party") each hereby release and relieve the other,
and waive their entire right to recover

<PAGE>

damages (whether in contract or in tort) against the other, for loss or damage
to the Waiving party's property arising out of or incident to the perils
required to be insurance against under Paragraph 8. The effect of such releases
and waivers of the right to recover damages shall not be limited by the amount
of insurance carried or required or by any deductibles applicable thereto.

     8.7   Indemnity. Except for Lessor's negligence and/or breach of express
warranties, Lessee shall indemnity, protect, defend and hold harmless the
Premises, Lessor and its agents,  Lessor's master or ground lessor, partners and
Lenders, from and against any and all claims, loss of rents and/or damages,
costs, liens, judgments, penalties, permits, attorney's and consultant's fees,
expenses and/or liabilities arising out of, involving, or in dealing with the
occupancy of the Premises by Lessee, the conduct of Lessee's business, any act,
omission or neglect of Lessee, its agents, contractors, employees, or invitees,
and out of any Default or Breach by Lessee in the performance in a timely manner
of any obligation on Lessee's part to be performed under this Lease. The
foregoing shall include, but not be limited to, the defense or pursuit of any
claim or any action or proceeding involved therein, and whether or not (in the
case of claims made against Lessor) litigated and/or reduced to judgment and
whether well founded or not, in any case any action or proceeding be brought
against Lessor by reason of nay of the foregoing matters, Lessee upon notice
from Lessor shall defend the same at Lessee's expense by counsel reasonable
satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense.
Lessor need not have first paid any such claim in order to be so indemnified.

     8.8  Exemption of Lessor from Liability. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliance, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether the said injury or damage results from conditions arising upon
the Premises or upon other portion s of the building or which the Premises are a
part or from other sources or places, and regardless of whether the cause of
such damage or injury or the means of repairing the same is accessible or not.
Lessor shall not be liable for any damages arising from any act or neglect of
any other tenant of Lessor. Notwithstanding Lessor's negligence or breach of
this Lease, Lessor shall under no circumstance be liable for injury to Lessee's
bassness or for any loss of income or profit therefrom.

9.   Damage or Destruction.

     9.1  Definitions.

          (a)  "Premises Partial Damage" shall mean damage or destruction to the
Improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, the repair cost of which damage or destruction is less than 50%
of the then Replacement cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations;

          (b)  "Premises Total Destruction" shall mean damage or destruction to
the Premise, other than Lessee Owned Alterations and Utility Installations the
repair cost of which damage or destruction if 50% or more of the then
Replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations.

          (c)  "Insured Loss" shall mean damage or destruction to improvements
on the Premises, other than Lessee Owned Alterations and Utility Installation,
which was caused by an event required to be

<PAGE>

covered by the insurance described in Paragraph 8.3(a). Irrespective of any
deductible amounts of coverage limits involved.

          (d)  "Replacement cost" shall mean the cost to repair or rebuild the
improvements owned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto, including demolition, debris removal and
upgrading required by the operation of applicable building codes, ordinances or
laws, and without deduction for depreciation.


          (e)  "Hazardous Substance Condition" shall mean the occurrence or
discovery of a condition involving the presence of, or a contamination by, a
Hazardous Substance as defined in Paragraph 6.2(1), in, on, or under the
Premises.

     9.2  Partial Damage - insured Loss. If a Premises Partial Damage that is an
Insured Loss occurs, then Lesser shall, at Lessor's expense,, repair such damage
(but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonable possible and this Lease shall continue in
full force and effect; provided, however, that Lessee shall, at Lessor's
election, make the repair of any damage or destruction the total cost of repair
of which is $10,000 or less, and, in such event, Lessor shall make the insurance
proceeds available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage in proceeds (except as to the deductible
which is Lessee's responsibility) as and when required to complete said repairs.
In the event, however, the shortage in proceeds was due to the fact that, by
reason of the unique nature of the improvements, full replacement cost insurance
coverage was not commercially reasonable and available. Lessor shall have no
obligation to pay for the shortage in insurance proceeds or to fully restore the
unique aspects of the Premises unless Lessee provides Lessor with the funds to
cover same, or adequate assurance thereof, within ten (10) days following
receipt of written notice of such shortage and request therefor. If Lessor
receives said funds or adequate assurance thereof within said ten (10) day
period, the party reasonable for making the repairs shall complete them as soon
as reasonably possible and this Lease shall remain in full force and effect. If
Lessor does not receive such funds or assurance within said period, Lessor may
nevertheless elect by written notice to Lessee within ten (10) days thereafter
to make sure restoration and repair as is commercially reasonable with Lessor
paying any shortage in proceeds, in which case this Lease shall remain in full
force and effect. If in such case Lessor does not so elect, then this Lease
shall terminate sixty (60) days following the occurrence of the damage or
destruction. Unless otherwise agreed, Lessee shall in no event have any right to
reimbursement from Lessor for any funds contributed by Lessee to repair any such
damage or destruction. Premises Partial Damage due to flood or earthquake shall
be subject to Paragraph 9.3 rather than Paragraph 9.2, notwithstanding that
there may be some insurance coverage, but the net proceeds of any such insurance
shall be made available for the repairs if made by either party.

     9.3  Partial Damage--Uninsured Loss. If a Premises Partial Damage that is
not an insured Loss occurs, unless caused by a negligent or willful act by
Lessee (in which event Lessee shall make the repairs at Lessee's expense and
this Lease shall continue in full force and effect, but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's option, either: (i) repair
such damage as soon as


<PAGE>

reasonably possible at Lessor's expense, in which even this Lease shall continue
in full force and effect, or (ii) give written notice to Lessee within thirty
(30) days after receipt by Lessor of knowledge of the occurrence of such damage
of Lessor's desire to terminate this Lease as of the date sixty (60) days
following the giving of such notice. In the event Lessor elects to give such
notice of Lessor's intention to terminate this Lease, Lessee shall have the
right within ten (10) days after the receipt of such notice to give written
notice to Lessor of Lessee's commitment to pay for the repair of such damage
totally at Lessee's expenses and without reimbursement from Lessor. Lessee shall
provide Lessor with the required funds or satisfactory assurance thereof within
thirty (30) days following Lessee's said commitment. In such event this Lease
shall continue in full force and effect, and Lessor shall proceed to make such
repairs as soon as reasonably possible and the required funds are available. If
Lessee does not give such notice and provide the funds or assurance thereof
within the times specified above this Lease shall terminate as of the date
specified in Lessor's notice of termination.

     9.4  Total Destruction. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs (including any destruction required by an
authorized public authority), this Lease shall terminate sixty (60) days
following the date of such Premises Total Destruction, whether or not in the
damage or destruction in s an insured Loss or was caused by a negligent or
willful act of Lessee. In the event, however, that the damage or destruction was
caused by Lessee, Lessor shall have the right to recover Lessor's damages from
Lessee except as released and waived in Paragraph 8.6.

     9.5  Damage Near End of Term. If at any time during the last six (6) months
of the term of this Lease there is damage for which the cost to repair exceeds
one (1) month's Base Rent, whether or not an insured Loss. Lessor may, at
Lessor's option, terminate this Lease effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage. Provided, however, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the Premises, then Lessee may preserve this
Lease by, within twenty (20) days following the occurrence of the damage, or
before the expiration of the time provided in such option for its exercise,
whichever is earlier ("Exercise Period"), (i) exercising such option and (ii)
providing Lessor with any shortage in insurance proceeds (or adequate assurance
thereof) needed to make the repairs. If Lessee duly exercises such option during
said Exercise Period and provides Lessor with funds (or adequate assurance
thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's
expense repair such damage as soon as reasonably possible and this Lease shall
continue in full force and effect. If Lessee fails to exercise such option and
provide such funds or assurance during said Exercise Period, then Lessor may at
Lessor's option terminate this Lease as of the expiration of said sixty (60) day
period following the occurrence of such damage by giving written notice to
Lessee of Lessor's election to do so within ten (10) days after the expiration
of the Exercise Period, notwithstanding any term or provision in the grant of
option to the contrary.

     9.6  Abatement of Rent; Lessee's Remedies.

          (a) In the event of damage described in Paragraph 9.2 (Partial
Damage--insured), whether or not Lessor or Lessee repairs or restores the
Premises, the Base Rent, Real Property Taxes, insurance premiums, and other
charges, if any, payable by Lessee hereunder for the period during which such
damage, its repair or the restoration continues (not to exceed the period for
which rental value insurance

<PAGE>

is required under Paragraph 8.3(b)), shall be abated in proportion to the degree
to which Lessee's use of the Premises is impaired. Except for abatement of Base
Rent, Real Property Taxes, insurance premiums, and other charges, if any, as
aforesaid, all other obligations of Lessee hereunder shall be performed by
Lessee, and Lessee shall have no claim against Lessor for any damage suffered by
reason of any such repair or restoration.

          (b)  If Lessor shall be obligated to repair or restore the Premises
under the provisions of this Paragraph 9 and shall not commence, in a
substantial and meaningful way, the repair or restoration of the Premises within
ninety (90) days after such obligation shall accrue, Lessee may, at any time
prior to the commencement of such repair or restoration, give written notice to
Lessor and to any Lenders of which Lessee has actual notice of Lessee's election
to terminate this Lease on a date not less than sixty (60) days following the
giving of such notice. If Lessee gives such notice to Lessor and such Lenders
and such repair or restoration is not commenced within thirty (30) days after
receipt of such notice, this Lease shall terminate as of the date specified in
said notice. If Lessor or a Lender commences the repair or restoration of the
Premises within thirty (30) days after receipt of such notice, this Lease shall
continue in full force and effect. "Commence" as used in this Paragraph shall
mean either the unconditional authorization of the preparation of the required
plans, or the beginning of the actual work on the Premises, whichever first
occurs.

     9.7  Hazardous Substance Conditions. If a Hazardous Substance Condition
occurs, unless Lessee is legally responsible therefore (in which case Lessee
shall make the investigation and remediation thereof required by Applicable Law
and this Lease shall continue in full force and effect, but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's option either (i) investigate
and remediate such Hazardous Substance Condition, if required, and remediate
such condition exceeds twelve (12) times the then monthly Base Rent or $100,000,
whichever is greater, give written notice to Lessee within thirty (30) days
after receipt by Lessor of knowledge of the occurrence of such Hazardous
Substance Condition of Lessor's desire to terminate this Lease as of the date
sixty (60) days following the giving of such notice. In the event Lessor elects
to give such notice of Lessor's intention to terminate this Lease lessee shall
have the right within ten (10) days after the receipt of such notice to give
written notice to Lessor of Lessee's commitment to pay for the investigation and
remediation of such Hazardous Substance Condition totally at Lessee's expense
and without reimbursement from Lessor except to the extent of an amount equal to
twelve (12) times the then monthly Base Rent or $100,000, whichever is greater.
Lessee shall provide Lessor with the funds required of Lessee or satisfactory
assurance thereof within thirty (30) days following Lessee's said commitment. In
such even t this Lease shall continue in full force and effect, and Lessor shall
proceed to make such investigation and remediation as soon as reasonably
possible and the required funds are available. If Lessee does not give such
notice and provide the required funds or assurance thereof within the times
specified above, this Lease shall terminate as of the date specified in Lessor's
notice of termination. If a Hazardous Substance Condition occurs for which
Lessee is not legally responsible, there shall be abatement of Lessee's
obligations under this Lease to the same extent as provided in Paragraph 9.6(a)
for a period of not to exceed twelve months.

     9.8  Termination--Advance Payments. Upon termination of this Lease pursuant
to this Paragraph 9, an equitable adjustment shall be made concerning advance
Base Rent and any other advance payments

<PAGE>

made by Lessee to Lessor, Lessor shall, in addition, return to Lessee so much of
Lessee's Security Deposit as has not been, or is not then required to be, used
by Lessor under the terms of this Lease.

     9.9  Waive Statutes. Lessor and Lessee agree that the terms of this Lease
shall govern the effect of any damage to or destruction of the Premises with
respect to the termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.

10.  Real Property Taxes.

     10.1 (a)  Payment of Taxes.

          (b)  Advance Payment. In order to insure payment when due and before
delinquency of any or all Real Property Taxes, Lessor reserves the right, at
Lessor's option, to estimate the current Real Property Taxes applicable to the
Premises, and to require such current year's Real Property Taxes to be paid in
advance to Lessor by Lessee, either: (i) in a lump sum amount equal to the
installment due, at least twenty (20) days prior to the applicable delinquency
date, or (ii) monthly in advance with the payment of the Base Rent. If Lessor
elects to require payment monthly in advance, the monthly payment shall be that
equal monthly amount which, over the number of months remaining before the month
in which the applicable tax installment would become delinquent (and without
interest thereon), would provide a fund large enough to fully discharge before
delinquency the estimated installment of taxes to be paid. When the actual
amount of the applicable tax bill is known, the amount of such equal monthly
advance payment shall be adjusted as required to provide the fund needed to pay
the applicable taxes before delinquency. If the amounts paid to Lessor by Lessee
under the provisions of this Paragraph are insufficient to discharge the
obligations of Lessee to pay such Real Property Taxes as the same become due,
Lessee shall pay to Lessor, upon Lessor's demand, such additional sums as are
necessary to pay such obligations. All moneys paid to Lessor under this
Paragraph may be intermingled with other moneys of Lessor and shall not bear
interest. In the event of a Breach by Lessee in the performance of the
obligations of Lessee under this Lease, then any balance of funds paid to Lessor
under the provisions of this Paragraph may, subject to proration as provided in
Paragraph 10.1(a), at the option of Lessor, be treated as an additional Security
Deposit under Paragraph 5.

     10.2 Definition of "Real Property Taxes." As used herein, the term "Real
Property Taxes" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed upon the Premises by any authority
having the direct or indirect power to tax, including any city, state or federal
government, or any school, agricultural, sanitary, fire, street, drainage or
other improvement district thereof, levied against any legal or equitable
interest of Lessor in the Premises or in the real property of which the Premises
are a part, Lessor's right to rent or other income therefrom, and/or Lessor's
business of leasing the Premises. The term "Real Property Taxes" shall also
include any tax, fee, levy, assessment or charge, or any increase therein,
imposed by reason of events occurring, or changes in applicable law taking
effect, during the term of this Lease, including but not limited to a change in
the ownership of the Premises or in the improvements thereon, the execution of
this Lease, or any modification, amendment or transfer thereof, and whether or
not contemplated by the Parties.

<PAGE>

     10.3 Joint Assessment. If the Premises are not separately assessed,
Lessee's liability shall be an equitable proportion of the Real Property Taxes
for all of the land and improvements included within the tax parcel assessed,
such proportion to be determined by Lessor from the respective valuations
assigned in the assessor's work sheets or such other information as may be
reasonably available. Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

     10.4 Personal Property Taxes. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee Owned alterations, Utility
installation, Trade Fixtures, furnishings, equipment and personal property of
Lessee contained in the Premises or elsewhere. When possible, Lessee shall cause
its Trade Fixtures, furnishings, equipment and all other personal property to be
assessed and billed separately from the real property of Lessor.  If any of
Lessee's said personal property shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes attributable to Lessee within ten 910) days
after receipt of a written statement setting forth the taxes applicable to
Lessee's property or, at Lessor's option, as provided in Paragraph 10.1(b).

12.  Assignment and Subletting.

     12.1 Lessor's Consent Required.

          (a)  Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage r otherwise transfer or encumber (collectively, "assignment")
or sublet all or any part of Lessee's interest in this Lease or in the Premises
without Lessor's prior written consent given under and subject to the terms of
Paragraph 36.

          (b)  A change in the control of Lessee shall constitute an assignment
requiring Lessor's consent. The transfer, on a cumulative basis, of twenty-five
percent (25%) or more of the voting control of Lessor shall constitute a change
in control for this purpose.

          (c)  The involvement of Lessee or its assets in any transaction, or
series of transactions (by way of merger, sale, acquisition, financing,
refinancing, transfer, leveraged buy-out or otherwise), whether or not a formal
assignment or hypothecation of this Lease or Lessee's assets occurs, which
results or will result in a reduction of the Net Worth of Lessee, as hereinafter
defined, by an amount equal to or greater than twenty-five percent (25%) of such
Net Worth of Lessee as it was represented to Lessor at the time of the execution
by Lessor of this Lease or at the time of the most recent assignment to which
Lessor has consented, or as it exists immediately prior to said transaction or
transactions constituting such reduction, at whichever time said Net Worth of
Lessee was or is greater, shall be considered an assignment of this Lease by
Lessee to which lessor may reasonably withhold its consent. "Net Worth of
Lessee" for purposes of this Lease shall be the net worth of Lessee (excluding
any guarantors) established under generally accepted accounting principles
consistently applied.

          (d)  An assignment or subletting of Lessee's interest in this Lease
without Lessor's specific prior written consent shall, at Lessor's option, be a
Default curable after notice per Paragraph 13.1(c), or a noncurable Breach
without the necessity of any notice and grace period. If Lessor elects to treat
such unconsented to assignment or subletting as a noncurative Breach, Lessor
shall have the right to either:

<PAGE>

(i) terminate this Lease, or (ii) upon thirty (30) days written notice
("Lessor's Notice"), increase the monthly Base Rent to fair market rental value
or one hundred ten percent (110%) of the Base Rent then in effect, whichever is
greater. Pending determination of the new fair market rental value, if disputed
by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with any
overpayment credited against the next installations) of Base Rent coming due,
and any underpayment for the period retroactively to the effective date of the
adjustment being due and payable immediately upon the determination thereof.
Further, in the event of such Breach and market value adjustment, (i) the
purchase price of any option to purchase the Premises held by Lessee shall be
subject to similar adjustment to the then fair market value (without the Lease
being considered an encumbrance or any deduction or depreciation or
obsolescence, and considering the Premises at its highest and best use and in
good condition), or one hundred ten percent (115) of the price previously in
effect, whichever is greater, (ii) any undex-oriented rental or price adjustment
formulas contained in this Lease shall be adjusted to require that the base
index be determined with reference to the index applicable to the time of such
adjustment and (iii) any fixed rental adjustments scheduled during the remainder
of the Lease term shall be increased in the same ratio as the new market rental
bears to the Base Rent in effect immediately prior to the market value
adjustment.

     12.2 Terms and Conditions Applicable to Assignment and Subletting

          (a)  Regardless of Lessor's consent, any assignment or subletting
shall not: (i) be effective without the express written assumption by such
assignee or sublessees of the obligations of Lessee under this Lease,
(ii) release Lessee of any obligations hereunder, or (iii) after the primary
liability of Lessee for the payment of Base Rent and other sums due Lessor
hereunder or for the performance of any other obligations by Lessee under this
Lease.

          (b)  Lessor may accept any rent or performance of Lessee's obligations
from any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay in the approval o disapproval of such assignment nor
the acceptance of any rent or performance shall constitute a waiver or estoppel
of Lessor's right to exercise its remedies for the Default or Breach by Lessee
of any of the terms, covenants or conditions of this Lease.

          (c)  The consent of Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent sublettings and assignments of the sublease or
any amendments or modifications thereto without notifying Lessee or anyone else
liable on the Lease or sublease and without obtaining their consent, and such
action shall not relieve such persons from liability under this Lease or
sublease.

          (d)  In the event of any Default or Breach of Lessee's obligations
under this Lease, Lessor may proceed directly against Lessee, any Guarantors or
any one else responsible for the performance of the Lessee's obligations under
this Lease, including the sublessee without first exhausting Lessor's remedies
against any other person or entity responsible therefor to lessor, or any
security held by Lessor or Lessee.

<PAGE>

          (e)  Each request for consent to an assignment or subleeting shall be
in writing, accompanied by information relevant to Lessor's determination as to
the financial and operational reasonability and appropriateness of the proposed
assignee or sublessee, including but not limited to the intended use and/or
required modification of the Premises, if any, together with a non-refundable
deposit of $1,000 or ten percent (10%) of the current monthly Base Rent,
whichever is greater, as a reasonable consideration for Lessor's considering and
processing the request for consent. Lessee agrees to provide Lessor with such
other or additional information and/or documentation as may be reasonably
requested by Lessor.

          (f)  Any assignee of, or sublessee under, this Lease shall, by reason
of accepting such assignment or entering into such sublease, be deemed, for the
benefit of Lessor, to have assumed and agreed to confirm and comply with each
and every term, covenant, condition and obligation herein to be observed or
performed by Lessee during the term of said assignment or sublease, other than
such obligations as are contrary to or inconsistent with provisions of an
assignment or sublease to which Lessor has specifically consented in writing.

          (g)  The occurrence of a transaction described in Paragraph 12.1(c)
shall give Lessor the right (but not the obligation) to require that the
Security Deposit be increased to an amount equal to six (6) times the then
monthly Base Rent, and Lessor may make the actual receipt by Lessor of the
amount required to establish such Security Deposit a condition to Lessor's
consent to such transaction.

          (h)  Lessor, as a condition to giving its consent to any assignment or
subletting, may require that the amount and adjustment structure of the rent
payable under this Lease be adjusted to what is then the market value and/or
adjustment structure for property similar to teh Premises as then constituted.

     12.3 Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated herein:

          (a)  Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income arising from any sublease of all or a portion
of the Premises heretofore or hereafter made by Lessee, and Lessor may collect
such rent and income and apply same toward Lessee's obligations under this
Lease; provided, however, that until a Breach (as defined in Paragraph 13.1)
shall occur in the performance of Lessee's obligations under this Lease. Lessee
may, except as otherwise provided in this Lease, receive, collect and enjoy the
rents accruing under such sublease. Lessor shall not, by reason of this or any
other assignment of such sublease to Lessor, nor by reason of the collection of
the rents from a sublessee, be deemed liable to the sublessee for any failure of
Lessee to perform and comply with any of Lessee's obligations to such sublessee
under such sublease. Lessee hereby irrevocably authorizes and directs any such
sublessee, upon receipt of a written notice from lessor stating that a Breach
exists in the performance of Lessee's obligations under this Lease, to pay to
Lessor the rents and other charges due and to become due under the sublease.
Sublessee shall rely upon any such statement and request from Lessor and shall
pay such rents and other charges to lessor without any obligation or right to
inquire as to whether such Breach exists and notwithstanding any notice from or
claim from Lessee to the contrary,

<PAGE>

Lessee shall have no right or claim against said sublessee, or, until the Breach
has been cured, against Lessor, to any such rents and otehr charges so paid by
said sublessee to Lessor.

          (b)  In the event of a Breach by Lessee in the performance of its
obligations under this Lease, Lessor, at its option and without any obligation
to do so, may require any sublessee to attorn to lessor, in which event Lessor
shall undertake the obligations of the sublessor under such sublease from the
time of the exercise of said option to the expiration of such sublease;
provided, however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to such sublessor or for any other prior Defaults
or Breaches of such sublessor under such sublease.

          (c)  Any matter or thing requiring the consent of the sublessor under
a sublease shall also require the consent of Lessor herein.

          (d)  No sublessee shall further assign or sublet all or any part of
the Premises without Lessor's prior written consent.

          (e)  Lessor shall deliver a copy of any notice of Default or Breach by
Lessee to the sublessee, who shall have the same right to cure the Default of
Lessee within the grace period, if any, specified in such notice. The sublessee
shall have a right of reimbursement and offset from and against Lessee for any
such Defaults cured by the sublessee.

13.  Default; Breach; Remedies.

     13.1 Default; Breach. Lessor and Lessee agree that if an attorney is
consulted by Lessor in connection with a Lessee Default or Breach (as
hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence
for legal services and costs in the preparation and service of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice as rent due and payable to cure said Default. A "Default" is defined as a
failure by the Lessee to observe, comply with or perform any of the terms,
covenants, conditions or rules applicable to Lessee under this Lease. A "Breach"
is defined as the occurrence of any one or more of the following Defaults, and,
where a grace period for cure and notice is specified herein, the failure by
lessee to cure such Default prior to the expiration of the applicable grace
period, and shall entitle Lessor to pursue the remedies set forth in
Paragraphs 13.2 and 13.3:

          (a)  The vacating of the Premises without the intention to reoccupy
same, or the abandonment of the Premises.

          (b)  Except as expressly otherwise provided in this Lease, the failure
by Lessee to make any payment of Base Rent or any other monetary payment
required to be made by Lessee hereunder, whether to Lessor or to a third party,
as and when due, the failure by Lessee to provide Lessor with reasonable
evidence of Insurance or surety bond required under this Lease, or the failure
of Lessee to fulfill any obligation under this Lease which endangers or
threatens life or property, where such failure continues for  a period of three
(3) days following written notice thereof by or on behalf of Lessor to Lessee.

<PAGE>

            (c)  Except as expressly otherwise provided in this Lease, the
failure by Lessee to provide Lessor with reasonable written evidence (in duly
executed original form, if applicable) of (i) compliance with Applicable Law per
Paragraph 6.3; (ii) the inspection, maintenance and service contracts required
under paragraph 7.1(b), (iii) the recision of an unauthorized assignment or
subletting per Paragraph 12.1(b); (iv) a Tenancy Statement per Paragraph 16 or
37, (v) the subordination or non-subordination of this Lease per Paragraph 30,
(vi) the guaranty of the performance of Lessee's obligations under this Lease if
required under Paragraph 1.11 and 37., (vii) the execution of any document
requested under Paragraph 42 (easements), or (viii) any other documentation or
information which Lessor may reasonably require of Lessee under the terms of
this Lease, where any such failure continues for a period of ten (10) days
following written notice by or on behalf of Lessor to Lessee.

          (d)  A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 40 thereof,
that are to be observed, complied with or performed by Lessee, other than those
described in subparagraphs (a), (b) or (c), above, where such Default continues
for a period of thirty (30) days after written notice thereof by or on behalf of
Lessor to Lessee; provided, however, that if the nature of Lessee's Default is
such that more than thirty (30) days are reasonable required for its cure, then
it shall not be deemed to be a Breach of this Lease by Lessee if Lessee
commences such cure within said thirty (30) day period and thereafter diligently
prosecutes such cure to completion.

          (e)  The occurrence of any of the following events: (i) The making by
Lessee of any general arrangement or assignment for the benefit of creditors;
(ii) Lessee's becoming a "debtor" as defined in 11 U.S.C. Section 101 or any
successor statute thereto (unless, in the case of a petition filed against
Lessee, the same is dismissed within sixty (60) days; (iii) the appointment of a
trustee or receiver to take possession is not restored to Lessee within thirty
(30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located a the Premises or of Lessee
interest in this Lease, where such seizure is not discharged within thirty (30)
days; provided, however, int he event that any provision of this subparagraph
(e) is contrary to any applicable law, such provision shall be of no force or
effect, and not affect the validity of the remaining provisions.

          (f)  The discovery by Lessor that any financial statement given to
Lessor by Lessee or any Guarantor of Lessee's obligations hereunder was
materially false.

          (g)  If the performance of Lessee's obligations under this Lease is
guaranteed: (i) the death of a guarantor, (ii) the termination of a guarantor's
liability with respect to this Lease other than in accordance with the terms of
such guaranty, (iii) a guarantor's becoming insolvent or the  subject of a
bankruptcy filing, (iv) a guarantor's refusal to honor the guaranty, or (v) a
guarantor's breach of its guaranty obligation on an anticipatory breach basis,
and Lessee's failure within sixty (60) days following written notice by or on
behalf of Lessor to Lessee, equals or exceeds the combined financial resources
of Lessee and the guarantors that existed at the time of execution of this
Lease.

     13.2 Remedies. If Lessee fails to perform any affirmative duty or
obligation o f Lessee under this Lease, within ten (10) days after written
notice to Lessee (or in case of an emergency, without notice), Lessor may at its
option (but without obligation to do so), perform such duty or obligation on
Lessee's

<PAGE>

behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or governmental licenses, permits or approvals. The costs
and expenses of any such performance by Lessor shall be due and payable by
Lessee to Lessor upon invoice therefor. If any check given to Lessor by Lessee
shall not be honored but he bank upon which it is drawn Lessor, at its option,
may require all future payments to be made under the Lease by Lessee to be made
only by cashier's check. In the event of a Breach of this Lease by Lessee, as
defined in Paragraph 13.1, with or without further notice or demand, and without
limiting Lessor in the exercise of any right or remedy which Lessor may have by
reason of such breach, Lessor may:

          (a)  Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease, and the term hereof shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event, Lessor shall be entitled to recover from Lessee: (i) the worth at the
time of the award of the unpaid rent which had been earned at the time of
termination; (ii) 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 the Lessee proves could have
been reasonably avoided; (iii) 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 such rental loss that the Lessee proves could be
reasonable avoided; and (iv) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform its
obligations under this Lease or which int he ordinary course of things would be
likely to result therefrom, including, but not limited to the cost of recovering
possession of the Premise, expenses of reletting, including necessary renovation
and alteration of the Premise, reasonable attorney's fees, and that portion of
the leasing commission paid by Lessor applicable to the unexpired term of this
Lease. The worth at the time of award of the amount referred to in provision
(iii) of the prior sentence shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's
Default or Breach of this Lease shall not waive Lessor's right to recover
damages under this Paragraph. If termination of this Lease is obtained through
the provisional remedy of unlawful detainer, Lessor shall have the right to
recover in such proceeding the unpaid rent and damages as are recoverable
therein, or Lessor may reserve therein the right to recover all or any part
thereof in a separate suit for such rent and/or damages. If a notice and grace
period required under subparagraphs 13.1(b), (c), or (d) was not previously
given, a notice to pay rent or quit, or to perform or quit, as the case may be,
given to Lessee under any statute authorizing the forfeiture of leases for
unlawful detainer shall also constitute the applicable notice for grace period
purposes required by subparagraph 13.1(b), (c) or (d). In such case, the
applicable grace period under subparagraphs 13.1(b), (c) or (d) and under the
unlawful detainer statue shall run concurrently after the one such statutory
notice, and the failure of Lessee to cure the Default within the greater of two
such grace period shall constitute both an unlawful detainer and a Breach of
this Lease entitling the Lessor to the remedies provided for in this Lease
and/or by said statute.

          (b)  Continue the Lease and Lessee's right to possession in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach and
abandonment and recover the rent as it becomes due, provided Lessee has the
right to sublet or assign, subject only to reasonable limitations. See
Paragraphs 12 and 36 for the limitations on assignment and subletting which
limitations Lessee and Lessor agree are reasonable. Acts of maintenance or
preservation, efforts to relet the Premises, or the


<PAGE>

appointment of a receiver to protect the Lessor's interest under the Lease,
shall not constitute a termination of the Lessee's right to possession.

          (c)  Pursue any other remedy now or hereafter available to Lessor
under the laws or judicial decisions of the state wherein the Premises are
located.

          (d)  The expiration or termination of this Lease and/or the
termination of Lessee's right to possession shall not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring
or accruing during the term hereof or by reason of Lessee's occupancy of the
Premises.

     13.3 Inducement Recapture in Event Of Breach. Any agreement by Lessor for
free or abated rent or other charges applicable to the Premises, or for the
giving or paying by Lessor to or for Lessee of any cash or other bonus,
inducement or consideration for Lessee's entering into this Lease, all of which
concessions are hereinafter referred to as "Inducement Provisions" shall be
deemed conditioned upon Lessee's full and faithful performance of all of the
terms, covenants and conditions of this Lease to be performed or observed by
Lessee during the term hereof as the same may be extended. Upon the occurrence
of a Breach of this Lease by Lessee, as defined in Paragraph 13.1, any such
Inducement Provision shall automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus inducement or
consideration therefore abated, given or paid by Lessor under such an Inducement
Provision shall be immediately due and payable by Lessee to Lessor, and
recoverable by Lessor as additional rent due under this Lease, notwithstanding
any subsequent cure of said Breach by Lessee. The acceptance by Lessor of the
provisions of this Paragraph unless specifically so stated in writing by Lessor
at the time of such acceptance.

     13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee
to Lessor of rent and other sums due hereunder will cause Lessor to incur costs
not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Lessor by the
terms of any ground lease, mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within five (5) days after such
amount shall be due then, without any requirement for notice to Lessor, Lessee
shall pay to Lessor a late charge equal to six percent (6%) of such overdue
amount. The parties hereby agree that such late charge represents a fair and
reasonable estimate of the costs Lessor will incur by reason of late payment by
Lessee. Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's Default or Breach with respect to such over due amount, not
prevent Lessor from exercising any of the other rights and remedies granted
hereunder. In the event that a late charge is payable hereunder, whether or not
collected, for three (3) consecutive installments of Base Rent, then
notwithstanding Paragraph 4.1 or any other provision of this Lease on the
contrary, Base Rent shall, at Lessor option, become due and payable quarterly in
advance.

     13.5 Breach by Lessee. Lessor shall not be deemed in breach of this Lease
unless Lessor fails within a reasonable time to perform an obligation required
to be performed by Lessor. For purposes of this Paragraph 13.5, a reasonable
time shall in no event be less than thirty (30) days after receipt by Lessor,
and by the holders of any ground lease, mortgage or deed of trust covering the
Premises whose name and

<PAGE>

address shall have been furnished Lessee in writing for such purposes, of
written notice specifying wherein such obligation of Lessor has not been
performed; provide, however, that if the nature of Lessor's obligation is such
that more than thirty (30) days period and thereafter diligently pursued to
completion.

14.  Condemnation. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(all of which are herein called "condemnation"), this Lease shall terminate as
to the part so taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than ten percent (10%) of the floor
area of the Premises, or more than twenty-five percent (25%) of the land area
not occupied by any building, is taken by condemnation, Lessee may, at Lessee's
option, to be exercised in writing within ten (10) days after Lessor shall have
given Lessee written notice of such taking (or in the absence of such notice,
within ten (10) days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemned authority takes such
possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in the same
proportion as the rentable floor area of the Premises taken bears to the total
rentable floor area of the building located on the Premises. No reduction of
Base Rent shall occur if the only portion of the Premises taken is land on which
there is no building. Any award for the taking of all or any part of the
Premises under the power of eminent domain or any payment made under threat of
the exercise of such power shall be the property of Lessor, whether such award
shall be made as compensation for diminution in value of the leasehold or for
the taking of the fee, or as severance damages; provided, however, that Lessee
shall be entitled to any compensation separately awarded to Lessee for Lessee's
relocation expenses and/or loss of Lessee's Trade Fixtures. In the event that
this Lease is not terminated by reason of such condemnation. Lessor shall to the
extent of its net severance damages received, over and above the legal and other
expenses incurred by Lessor in the condemnation matter, repair any damage to the
Premises caused by such condemnation, except to the extent that Lessee has been
reimbursed therefor by the condemning authority. Lessee shall be responsible for
the payment of any amount in excess of such net severance damages required to
complete such repair.

15.  Broker's Fee.

     15.1  The Brokers named in Paragraph 1.10 are the procuring causes of this
Lease.

     15.2  Upon execution of this Lease by both Parties, Lessor shall pay to
said Brokers jointly, or in such separate shares as they may mutually designate
in writing, a fee as set forth in a separate written agreement between Lessor
and said Brokers [deleted] for brokerage services rendered by said Brokers to
Lessor in this transaction.

     15.3  Unless Lessor and Brokers have otherwise agreed in writing, Lessor
further agrees that:  (a) if Lessee exercises any Option (as defined in
Paragraph 39.1) or any Option subsequently granted which is substantially
similar to an Option granted to Lessee in this Lease, or (b) if Lessee acquires
any rights to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option herein
granted to Lessee been exercised, or (c) if Lessee remains in possession of the
Premises, with the consent of Lessor, after the expiration of the term of this
Lease after having failed to exercise an Option, or (d) if said Brokers are the
procuring cause of any other lease or sale entered into between the Parties
pertaining to the Premises and/or any adjacent property in which

<PAGE>

Lessor has an interest, or (e) if Base Rent is increased, whether by agreement
or operation of an escalation clause herein, then as to any of said
transactions. Lessor shall pay said Brokers a fee in accordance with the
schedule of said Brokers in effect at the time of the execution of this Lease.

     15.4  Any buyer or transferee of Lessor's interest in this Lease, whether
such transfer is by agreement or by operation of law, shall be deemed to have
assumed Lessor's obligation under this Paragraph 15. Each Broker shall be a
third party beneficiary of the provisions of this Paragraph 15 to the extent of
its interest in any commission arising from this Lease and may enforce that
right directly against Lessor and its successors.

     15.5  Lessee and Lessor each represent and warrant to the other that it has
had no dealings with any person, firm, broker or finder (other than the Brokers,
if any named in Paragraph 1.10) in connection with the negotiation of this Lease
and/or the consummation of the transaction contemplated hereby, and that no
broker or other person, firm or entity other than said named Brokers is entitled
to any commission or finder's fee in connection with said transaction. Lessee
and Lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges which may be
claimed by any such unnamed broker,  finder or other similar party by reason of
any dealings or actions of the indemnifying Party, including any costs,
expenses, attorneys' fees reasonably incurred with respect thereto.

     15.6  Lessor and Lessee hereby consent to and approve all agency
relationships, including any dual agencies, indicated in Paragraph 1.10.

16.  Tenancy Statement.

     16.1  Each Party (as "Responding Party") shall within ten (10) days after
written notice from the other Party (the "Requesting Party") execute,
acknowledge and deliver to the Requesting Party a statement in writing in form
similar to the then most current "Tenancy Statement" form published by the
American Industrial Real Estate Association, plus such additional information,
confirmation and/or statements as may be reasonably requested by the Requesting
Party.

     16.2  If Lessor desires to finance, refinance, or sell the Premises, any
part thereof, or the building of which the Premises are a part, Lessee and all
Guarantors of Lessee's performance hereunder shall deliver to any potential
lender or purchaser designated Lessor such financial statements of Lessee and
such Guarantors as may be reasonably required by such lender or purchaser,
including but not limited to Lessee's financial statements for the past three
(3) years. All such financial statements shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the purposes herein
set forth.

17.  Lessor's Liability. The term "Lessor" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises, or , if this
is a sublease, of the lessee's interest in the prior lease. In the event of a
transfer of Lessor's title or interest in the Premises or in this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor at the time of such transfer or assignment.
Except as provided in Paragraph 15, upon  such transfer or assignment and
delivery of the Security Deposit, as aforesaid, the prior Lessor shall be
relieved of all liability with respect to the obligations and/or covenants under
this Lease thereafter to be performed by the Lessor. Subject to the foregoing,
the obligations and/or covenants in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined.

<PAGE>

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

19.  Interest on Past-Due Obligations. Any monetary payment due Lessor
hereunder, other than late charges, not received by Lessor within thirty (30)
days following the date on which it was due, shall bear interest from the
thirty-first (31st) day after it was due at the rate of 12% per annum, but not
exceeding the maximum rate allowed by law, in addition to the late charge
provided for in Paragraph 13.4.

20.  Time of Essence. Time is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease.

21.  Rent Defined. All monetary obligations of Lessee to Lessor under the terms
of this Lease are deemed to be rent.

22.  No Prior or Other Agreements; Broker Disclaimer. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each represents and warrants to the Brokers that it has made,
and is relying solely upon, its own investigation as to the nature, quality,
character and financial responsibility of the other Party to this Lease and as
to the nature, quality and character of the Premises. Brokers have no
responsibility with respect thereto or with respect to any default or breach
hereof by either Party.

23.  Notices.

     23.1  All notices required or permitted by this Lease shall be in writing
and may be delivered in person (by hand or by messenger or courier service) or
may be sent by regular, certified or registered mail or U.S. Postal Service
Express Mail, with postage prepaid, or by facsimile transmission, and shall be
deemed sufficiently given if served in a manner specified in this Paragraph 23.
The addresses noted adjacent to a Party's signature on this Lease shall be that
Party's address for delivery or mailing of notice purposes. Either Party may by
written notice to the other specify a different address for notice purposes,
except that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for the purpose of mailing or delivering notices to
Lessee. A copy of all notices required or permitted to be given to Lessor
hereunder shall be concurrently transmitted to such party or parties at such
addresses as Lessor may from time to time hereafter designate by written notice
to Lessee.

     23.2  Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt
card, or if no delivery date is shown, the postmark thereon. If sent by regular
mail the notice shall be deemed given forty-eight (48) hours after the same is
addressed as required herein and mailed with postage prepaid. Notices delivered
by United States Express Mail or overnight courier that guarantees next day
delivery shall be deemed given twenty-four (24) hours after delivery of the same
to the United States Postal Service or courier. If any notice is transmitted by
facsimile transmission or similar means, the same shall be deemed served or
delivered upon telephone confirmation of receipt of the transmission thereof,
provided a copy is also delivered via delivery or mail. If notice is received on
a Sunday or legal holiday, it shall be deemed received on the next business day.

<PAGE>

24.  Waivers. No waiver by Lessor of the Default or Breach of any term, covenant
or condition hereof by Lessee, shall be deemed a waiver of any other term,
covenant or condition hereof, or of any subsequent Default or Breach by Lessee
of the same or of any other term, covenant or condition hereof. Lessor's consent
to, or approval of, any act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to, or approval of, any subsequent or similar act
by lessee, or be construed as the basis of an estoppel to enforce the provision
or provisions of this Lease requiring such consent. Regardless of Lessor's
knowledge of a Default or Breach at the time of accepting rent, the acceptance
of rent by Lessor shall not be a waiver of any preceding Default or Breach by
Lessee of any provision hereof, other than the failure of Lessee to pay the
particular rent so accepted. Any payment given Lessor by Lessee in connection
therewith, which such statements and/or conditions shall be of no force or
effect whatsoever unless specifically agreed to in writing by Lessor at or
before the time of deposit of such payment.

25.  Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes. The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto.

26.  No Right to Holdover. Lessee has no right to retain possession of the
premises or any part thereof beyond the expiration or earlier termination of
this Lease.

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

28. Covenants and Conditions. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

29. Binding Effect; Choice of Laws. This Lease shall be binding upon the
parties, their personal representatives, successors and assigns and be governed
by the laws of the State in which the Premises are located. Any litigation
between the Parties hereto concerning this Lease shall be initiated in the
county in which the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

     30.1  Subordination. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed by Lessor upon the real property of which the Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications, consolidations, replacements and extensions thereof. Lessee
agrees that the Lenders holding any such Security Device shall have no duty,
liability or obligation to perform any of the obligations of Lessor under this
Lease, but that in the event of Lessor's default with respect to any such
obligation, Lessee will give any Lender whose name and address have been
furnished Lessee in writing for such purpose notice of Lessor's default and
allow such Lender thirty (30) days following receipt of such notice for the cure
of said default before invoking any remedies Lessee may have by reason thereof.
If any Lender shall elect to have this Lease and/or any Option granted hereby
superior to the lien of its Security Device and shall give written notice
thereof to Lessee, this Lease and such Options shall be deemed prior to such
Security Device, notwithstanding the relative dates of the documentation or
recordation thereof.

<PAGE>

     30.2  Attornment. Subject to the non-disturbance provisions of Paragraph
30.3, Lessee agrees to attorn to a Lender or any other party who acquires
ownership of the Premises by reason of foreclosure of a Security Device, and
that in the event of such foreclosure, such new owner shall not: (1) be liable
for any act or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership, (ii) be subject to any offsets or defenses
which Lessee might have against any prior lessor, or (iii) be bound by
prepayment of more than one month's rent.

     30.3  Non-Disturbance. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving assurance (a "non-disturbance agreement") from the
Lender that Lessee's possession and this Lease, including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorneys to the record owner of the Premises.

     30.4  Self-Executing. The agreements contained in this Paragraph 30 shall
be effective without the execution of any further documents; provided, however,
that, upon written request fro Lessor or a Lender in connection with a sale,
financing or refinancing of the Premises, Lessee and Lessor shall execute such
further writing as may be reasonably required to separately document any such
subordination or non-subordination, attornment and/or non-disturbance agreement
as is provided for herein.

31.  Attorney's Fees. If any Party or Broker brings an action or proceeding to
enforce the terms hereof or declare rights hereunder, the Prevailing Party (as
hereafter defined) or Broker in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorney's fees. Such fees may be awarded in the
same suit or recovered in a separate suit, whether or not such action or
proceeding is pursued to decision or judgment. The term, "prevailing Party"
shall include, without limitation, a Party or Broker who substantially obtains
or defeats the relief sought, as the case may be, whether by compromise,
settlement, judgment, or the abandonment by the other Party or Broker of its
claim or defense. The attorney's fee award shall not be computed in accordance
with any court fee schedule, but shall be such as to fully reimburse all
attorney's fees reasonably incurred. Lessor shall be entitled to attorney's
fees, costs and expenses incurred in the preparation and service of notice of
Default and consultations in connection  therewith, whether or not a legal
action is subsequently commenced in connection with such Default or resulting
Breach.

32.  Lessor's Access; Showing Premises; Repairs, Lessor and Lessor's agents
shall have the right to enter the Premises at any time. In the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same
to prospective purchasers, lenders, or lessees, and making such alterations,
repairs, improvements or additions to the Premises or to the building of which
they are a part, as lessor may reasonably deem necessary. Lessor may at any time
place on or about the Premises or building any ordinary "For Sale" signs and
Lessor may at any time during the last one hundred twenty (120) days of the term
hereof place on or about the Premises any ordinary "For Lease" signs. All such
activities of Lessor shall be without abatement of rent or liability to Lessee.

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

<PAGE>

34.  Signs. Lessee shall not place any sign upon the Premises, except that
Lessee may, with Lessor's prior written consent, install (but not on the roof)
such signs as are reasonably required to advertise Lessee's own business. The
installation of any sign on the Premises by or for Lessee shall be subject to
the provisions of Paragraph 7 (Maintenance, Repairs, Utility Installations,
Trade Fixtures and Alterations). Unless otherwise expressly agreed herein,
Lessor reserves all rights to the use of the roof and the right to install, and
all revenues from the installation of, such advertising signs on the Premises,
including the roof, as do not unreasonably interfere with the conduct of
Lessee's business.

35.  Termination; Merger. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by lessee, shall automatically terminate any sublease or lesser estate in the
Premises; provided, however, Lessor shall, in the event of any such surrender,
termination of cancellation, have the option to continue any one or all of any
existing subtenancies. Lessor's failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of any such lesser interest, shall constitute Lessor's election to have such
event constitute the termination of such interest.

36.  Consents.

     (a)  Except for Paragraph 33 hereof (Auctions) or an otherwise provided
herein, wherever in this Lease the consent of a Party is required to an act by
or for the other Party, such consent shall not be unreasonably withheld or
delayed. Lessor's actual reasonable costs and expenses (including but not
limited to architects', attorneys', engineers' or other consultants' fees)
incurred in the consideration of, or response to, a request by Lessee for any
Lessor consent pertaining to this Lease or the Premises, including but not
limited to consents to an assignment, a subletting or the presence or use of a
Hazardous Substance, practice or storage tank, shall be paid by lessee to Lessor
upon receipt of an invoice and supporting documentation therefor. Subject to
Paragraph 12.2(e) (applicable to assignment or subletting), Lessor may, as a
condition to considering any such request by Lessee, require that Lessee deposit
with lessor an amount of money (in addition to the Security Deposit held under
Paragraph 5) reasonably calculated by Lessor to represent the cost Lessor will
incur in considering and responding to Lessee's request. Except as otherwise
provided, any unused portion of said deposit shall be refunded to Lessee without
interest. Lessor's consent to any act, assignment of this Lease or subletting of
the Premises by lessee shall not constitute an acknowledgment that no Default or
Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver
or any then existing Default or Breach, except as may be otherwise specifically
stated in writing by Lessor at the time of such consent.

     (b)  All conditions to Lessor's consent authorized by this Lease are
acknowledged by lessee as being reasonable. The failure to specify herein any
particular condition to Lessor's consent shall not preclude the imposition by
Lessor at the time of consent of such further or other conditions as are then
reasonable with reference to the particular matter for which consent is being
given.

37.  Guarantor.

     37.1  If there are to be any Guarantors of this Lease per paragraph 1.11,
the form of the guaranty to be executed by each such Guarantor shall be in the
form most recently published by the American Industrial Real Estate Association,
and each said Guarantor shall have the same obligations as Lessee

<PAGE>

under this Lease, including but not limited to the obligation to provide the
Tenancy Statement and Information called for by Paragraph 16.

     37.2  It shall constitute a Default of the Lessee under this Lease if any
such Guarantor fails or refuses, upon reasonable request by Lessor to give:  (a)
evidence of the due execution of the guaranty called for by this Lease,
including the authority of the Guarantor (and of the party signing on
Guarantor's behalf) to obligate such Guarantor on said guaranty, and including
in the case of a corporate Guarantor, a certified copy of a resolution of its
board of directors authorizing the making of such guaranty, together with a
certificate of incumbency showing the signatures of the persons authorized to
sign on its behalf, (b) current financial statements of Guarantor as may from
time to time be requested by lessor, (c) a Tenancy Statement, or (d) written
confirmation that the guaranty is still in effect.

38.  Quiet Possession. Upon payment by Lessee of the rent for the Premises and
the observance and performance of all of the covenants, conditions and
provisions on Lessee's part to be observed and performed under this Lease,
Lessee shall have quiet possession of the premises for the entire term hereof
subject to all of the provisions of this Lease.

39.  Options.

     39.1  Definition. As used in this Paragraph 39 the word "Option" has the
following meaning: (a) the right to extend the term of this Lease or to renew
this Lease or to extend or renew any lease that Lessee has on other property of
Lessor; (b) the right of first refusal to lease the Premises or the right of
first offer to lease the Premises or the right of first refusal to lease other
property of Lessor or the right of first offer to lease other property of
Lessor; (c) the right to purchase the Premises, or the right of first refusal to
purchase the Premises, or the right of first offer to purchase the Premises, or
the right to purchase other property of Lessor, or the right of first offer to
purchase other property of Lessor.

     39.2  Options Personal to Original Lessee. Each Option granted to Lessee in
this Lease is personal to the original Lessee named in Paragraph 1.1 hereof, and
cannot be voluntarily or involuntarily assigned or exercised by any person or
entity other than said original Lessee while the original Lessee is in full and
actual possession of the Premises and without the intention of thereafter
assigning or subletting. The Options, if any, herein granted to Lessee are not
assignable, either as a part of an assignment of this Lease or separately or
apart therefrom, and no Option may be separated from this Lease in any manner,
by reservation or otherwise.

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

     39.4  Effect of Default on Options.

          (a)  Lessee shall have no right to exercise an Option, notwithstanding
any provision in the grant of Option to the contrary:  (i) during the period
commencing with the giving of any notice of Default under Paragraph 13.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any monetary obligation due Lessor from Lessee is unpaid (without regard to
whether notice thereof is given Lessee), or (iii) during the time Lessee is in
Breach of this Lease, or (iv) in the event that Lessor has given to Lessee three
(3) or more notices of Default under Paragraph 13.1, whether or not the Defaults
are cured, during the twelve (12) month period immediately preceding the
exercise of the Option.

<PAGE>

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

          (c)  All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely exercise of the Option, if, after such exercise and during the term of
this Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee
for a period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (iii) if Lessee
commits a Breach of this Lease.

40.  Multiple Buildings. If the Premises are part of a group of buildings
controlled by Lessor, Lessee agrees that it will abide by, keep and observe all
reasonable rules and regulations which Lessor may make from time to time for the
management, safety, care, and cleanliness of the grounds, the parking and
unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of such other buildings and their
invitees, and that Lessee will pay its fair share of common expenses incurred in
connection therewith.

41.  Security Measures. Lessee hereby acknowledges that the rental payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

42.  Reservations. Lessor reserves to itself the right, from time to time, to
grant, without the consent or joinder of Lessee, such easements, rights and
dedications that Lessor deems necessary, and to  cause the recordation of parcel
maps and restrictions, so long as such easements, rights, dedications, maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to
effectuate any such easement rights, dedication, map or restrictions.

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

44.  Authority. If either Party hereto is a corporation, trust, or general or
limited partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duly authorized to execute and
deliver this Lease on its behalf. If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

45.  Conflict. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provision shall be controlled by the typewritten or
handwritten provisions.

<PAGE>


46.  Offer. Preparation of this Lease by Lessor or Lessor's agent and submission
of same to Lessee shall not be deemed an offer to lease to Lessee. This Lease is
not intended to be binding until executed by all Parties hereto.

47.  Amendments. This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification. The Parties shall amend
this Lease from time to time to reflect any adjustments that are made to the
Base Rent or other rent payable under this Lease.  As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by an institutional, insurance company, or pension plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of which the Premises are a part.

48.  Multiple Parties. Except as otherwise expressly provided herein, if more
that one person or entity is named herein as either Lessor or Lessee, the
obligations of such multiple Parties shall be the joint and several
responsibility  of all persons or entities named herein as such Lessor or
Lessee.

49.  Addendum:  Attached hereto is an addendum containing paragraphs 50-55 which
constitute a part of this Lease.


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

     IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO
     YOUR ATTORNEY FOR HIS APPROVAL FURTHER, EXPERTS SHOULD BE CONSULTED TO
     EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF
     ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR
     RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
     OR BY THE REAL ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE
     LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE
     TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY SOLELY UPON THE
     ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
     LEASE. IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
     AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE
     CONSULTED.

<PAGE>

The parties hereto have executed this Lease at the place on the dates specified
above to their respective signatures.

Executed at   LOS ALTOS, CA             Executed at   MENLO PARK, CA
           ----------------------                  -----------------
on   11/10/94                           on   10 NOVEMBER 1994
   ------------------------------         --------------------------
by LESSOR:  WVP Income Plus, III        by LESSEE:  Siebel Systems
---------------------------------       ----------------------------

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

By  /s/ Jonathan M. Rayden              By  /s/ Thomas M. Siebel
  -------------------------------           ---------------------------
Name Printed:  Jonathan M. Rayden       Name Printed:  Thomas M. Siebel
            ---------------------                    ------------------
Title:  General Partner                 Title:  President
      ---------------------------             -------------------------

By                                      By
  -------------------------------           ---------------------------
Name Printed                            Name Printed
            ---------------------                    ------------------
Title:                                  Title:
      ---------------------------             -------------------------
Address:                                Address:
       --------------------------              ------------------------

---------------------------------       -------------------------------
Tel. No.                                Tel. No.
         ------------------------               -----------------------


NOTICE:   These forms are often modified to meet changing requirements of law
          and industry needs. Always write or call to make sure you are
          utilizing the most current form:  American Industrial Real Estate
          Association, 345 South Figueroa Street, Suite M-1, Los Angeles, CA
          90071. (213) 687-8777. Fax No. (213) 687-8616.

<PAGE>

                    ADDENDUM TO THAT CERTAIN LEASE AGREEMENT DATED
             NOVEMBER 10, 1994 MADE BY AND BETWEEN WVP INCOME PLUS, III,
         HEREIN CALLED "LESSOR" AND SIEBEL SYSTEMS, A CALIFORNIA CORPORATION,
                                HEREIN CALLED "LESSEE"

50.  RENT SCHEDULE-NET NET NET.  Rent shall be due on the first day of each
month.  Rent for the period January 1, 1995 though July 31, 1996 shall be
$11,400.00 per month.  Lessor agrees to grant Lessee a rent credit not to exceed
$11,400.00 during the last month of the lease term.

51.  CONDITION OF PREMISES.  Lessor shall warrant that all electrical including
lighting and plumbing and HVAC and mechanical systems shall be in good working
order for the term of the Lease and any extension hereof.  Lessor shall provide
Premises in clean condition and in an otherwise "as is" condition to Lessee.

     The premises are a part of a two building complex (the "Complex") and, in
this connection, Lessee agrees to abide by, keep and observe all reasonable
rules and regulations which Lessor may make from time to time for the
management, safety, care and the cleanliness of the Complex.  Without limiting
the foregoing, Lessee shall not use, keep or permit to be kept, any foul or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner that unreasonably interferes in any way with other
tenants or those having business in the Complex.

52.  HAZARDOUS MATERIALS
          A.   DEFINITIONS.

          As used herein, the term "Hazardous Materials" shall mean any
hazardous wastes, materials or substances and other pollutants or contaminants,
which are or become regulated by any federal, state or local laws, ordinances,
regulations,  rules or requirements, including but not limited to, the resource
Conservation and Recovery Act, as amended, (42 U.S.C. Sections 6901 ET SEQ.),
the Comprehensive Environmental Response, Compensation and Liability Act, as
amended, (42 U.S.C. SS 9601 ET SEQ.), the California Hazardous Materials Control
Act, as amended, (Cal. Health & Safety Code SS 25100 ET SEQ.), the California
Hazardous Substance Account Act, as amended, (Cal. Health & Safety Code SS 25300
ET SEQ.) and the Safe Drinking Water and Toxic Enforcement Act (Cal. Health &
Safety Code S  25249.8) (Proposition 65).  Without limiting the above, the term
"Hazardous Materials" also includes petroleum (including crude oil and any of
its fractions), radioactive materials, asbestos, pesticides, PCB's, and medical
or biologic wastes.

          B.   COMPLIANCE WITH LAW.

          (1)  Lessee shall comply with all federal, state and local laws,
ordinances, regulations, rules or requirements relating to the Lessee's use, and
occupancy of the Leased Premises, including but not limited to those relating to
worker safety, public health and the environment ("Applicable Laws").
Specifically, but without limiting Lessee's obligations described above, Lessee
shall establish and adhere to any hazardous material management plan (the
"Plan") required by the County of San Mateo, City of Menlo Park or any other
federal, state or local governmental agency having jurisdiction ("Agency"), and

<PAGE>

if a Plan is required, Lessee shall, not later than six months from the
commencement of this Lease, allow Lessor and Agency representatives to inspect
the Leased Premises for compliance with the Plan, and correct and items not in
compliance with the Plan, and correct any items not in compliance with
Applicable Laws.  Lessor may require that Lessee coordinate its Plan with the
other occupants of the Building.  Lessee also shall not cause, maintain or
permit any nuisance in, on or about the Premises, and shall not install any
tanks outside or within the Premises, above or below ground, without the express
written consent of Lessor.

          (2)  If an Agency directs Lessee or Lessor to take any action with
respect to the presence, release or threatened release of any Hazardous
Materials on, under or about the Premises, and that directive arises out of
Lessee's use of Hazardous Materials at the Premises or at any common area,
Lessee shall promptly commence and thereafter diligently prosecute to
completion, at Lessee's sole expense, any and all actions required by the
Agency.  Lessor shall retain the right to review and approve any remediation
action proposed by Lessee.  Lessee shall; notify Lessor prior to taking any
action in response to the directive.

     C.   LESSEE'S USE OF HAZARDOUS MATERIALS

          (1)  Lessee shall not, and Lessee shall not permit its employees,
agents, contractors, subtenants, licensees, customers, invitees or parties
permitted to enter the Premises by any of the foregoing (Lessee and such
persons, collectively, "Lessee Parties") to, manage, handle, store or use in any
way on the Premises any Hazardous Materials other than those necessary or useful
for Lessee's business, and all activity involving Hazardous Materials must be in
full and strict compliance with all Applicable Laws.  Lessee parties shall not
spill, leak, pump, pour, emit, empty, discharge, inject, leach, dump or dispose
(hereinafter "Release")( any Hazardous Materials onto, into or about the
Premises, except to the extent permitted under Applicable Laws.  Upon Lessor's
request, Lessee shall provide Lessor with a list of all Hazardous Materials
managed, handled, stored, used, or located on the Leased Premises at any time
during the Lease Term, together with evidence that Lease has complied with all
Applicable Laws, including obtaintment of a state identification number for
Hazardous Materials uses, if Applicable Laws require that Lessee obtain the
same.  Lessee shall comply fully, including the completion of any corrective or
remediation action, with any premises closure requirements under Applicable Laws
relating to Lessee's or Lessee Parties use of Hazardous Materials NOT LATER THAN
the end of the Lease Term.

          (2)  Lessee shall have an individual on staff (on at least a part-time
basis) who is trained and assigned to handle environmental, health and safety
numbers, such as, but not limited to, radiation safety and emergency planning.

     D.   LESSOR'S RIGHT TO INSPECT

          Upon prior written notice to Lessee, Lessor shall have the right at
all times during the Lease Term to conduct a reasonable inspection of the Leased
Premises, including performing reasonable tests and investigation to determine
if Lessee is in compliance with the terms of this Lease.  In conducting these
inspections, Lessor shall use its best efforts not to unreasonably disrupt
Lessee'


<PAGE>

business operations.  Lessor shall bear the cost of any tests and/or
investigations, except that the cost of such test and /or investigations shall
be borne by Lessee if (a) the tests and/or investigations indicate that
Hazardous Materials are present on or under the Premises at concentrations
exceeding levels for which remediation is required under any Applicable Law, and
(b) Lessee is responsible for the presence of such Hazardous Materials.

     E.   NOTICES.

          Lessee will immediately notify Lessor orally (with a written follow-up
notice with five days) if Lessee knows or has reasonable cause to believe that a
Release of Hazardous Material has come or will come to be located on, in about
or beneath the Premises in violation of Applicable Laws, provided that such
notification obligation shall not in itself imply the existence of a remediation
obligation on the part of Lessee.  Lessee also shall notify Lessor of (a) any
formal or informal correspondence or communication from any Agency concerning
the release of Hazardous Materials on or migrating to or from the Premises, or
the violation or possible violation of any Applicable Law; or (b) any claims
made or threatened by any third party relating to loss, damage or injury claimed
to have been caused by and Lessee party's handling, storage or use of any kind
of Hazardous Materials on the Premises or any Leased Party's alleged violation
of any Application Laws.

     F.   INDEMNIFICATION.

          (1)  Lessee shall indemnify, defend (with legal counsel acceptable to
Lessor) and hold Lessor, its shareholders, officers, agents, employees,
successor's and assigns harmless from any and all claims, demands, judgments,
damages, liabilities or losses (including diminution in value of the Premises or
damages from loss or restriction on use of the Premises), costs and expenses
(including attorneys' fees, consulting fees and expert fees), response and/or
removal costs (including costs associated with site restoration, monitoring,
corrective action, or closure), penalties, fines and punitive damages arising
out of or in connection with the handling, storage, use, generation, treatments,
manufacture, other management or Release of any Hazardous Materials by any
Lessee Party.

          (2)  Lessor shall indemnify, defend and hold Lessee, its shareholders,
officers, agents, employees, successors and assigns harmless from any and all
claims, demands, judgments, liabilities or losses, penalties, fines and punitive
damages arising out of or in connection with the handling, storage, use,
generations, treatment, manufacture, other management or Release of any
Hazardous Materials in or about the Premises, the Building or Complex caused by
any portion or entity other than a Lessee Party.

     G.   REMEDIATION OF HAZARDOUS MATERIALS

          If a Release of any Hazardous Materials occurs on the Leased Premises
during the term of the Lease as a result of any act or omission at any Lessee
Party, Lessee, at its sole expense, shall (a) promptly make all reasonable
efforts to contain an mitigate such Release, (b) provide prompt notification to
the proper authorities if required by an Applicable Law, and (c) upon notice to
Lessor and with

<PAGE>

Lessor's approval, investigate and take all appropriate removal or remedial
actions necessary to comply with any Applicable Law.  This provision shall
survive the expiration or termination of this Lease.

53.  OPERATING EXPENSES:

         (A)  The term "Operating Expenses" as defined in the lease, shall
also include (a) the repair and maintenance of the roof and roof covering to
the building (b) the repair and maintenance of any HVAC system serving the
building (c) the repair and maintenance of all plumbing and electrical
systems (d) any and all other repairs and maintenance costs of any kind
attributable to the Premises or to Common Areas.  (e) all costs of utilities
to the building, and the common areas including but not limited to, water,
gas, electricity, and garbage removal (f) landscape maintenance and (g) a
property management fee equal to 5% of the total amount of base rent,
operating expenses, insurance premiums, and real property taxes.

         (B)  The term "Operating Expenses" as defined in the lease, shall
not include (a) any and all repairs and maintenance costs of any kind
attributable to any part of the Complex leased to other tenants and (b)
replacement of either the roof or the HVAC system.

         (C)  All "Operating Expenses" as defined in the lease, which are not
solely attributable to the Premises but are attributable the Complex, shall
be allocated by Lessor among the tenants in the Complex.  Lessor shall
allocate these costs on an equitable basis such that all such costs and
charges are paid by tenants and not by Lessor, whether or not the Building or
the Complex are fully occupied.  (If Lessee is the only occupant of the
building, Lessee shall pay 100% of the operating expenses for the building
and Common Area, except for common area costs allocated to the other Building
in the Complex.)  All "Operating Expenses" attributable specifically to the
Premises, shall be allocated and paid 100% by Lessee.

         (D)  All insurance premiums and property taxes shall be allocated
by Lessor as though the Building and/or the Complex were fully leased.
Lessee shall pay the insurance premiums and property taxes allocated to the
Premises. The Building's share of these expenses shall be prorated for the
Complex.

         (E)  Notwithstanding anything to the contrary, Lessor shall be
responsible for providing and paying for all services to the building,
including but not limited to repairs, maintenance, real estate taxes,
building insurance, and all other items for the use and operation of the
Building.  However, Lessee shall be responsible for providing and paying for
its own janitorial service and utilities.  This paragraph is intended to
identify the party who will do the work and Lessee shall still pay for all of
these items  as they are including operating expenses as provided in the
lease.

54.       INDEMNITY

          Notwithstanding anything to the contrary in the Lease, Lessee shall
not be required to indemnify, defend, or hold Lessor harmless from or against
claims, liability, loss, cost or expense arising out of the breach by Lessor, or
Lessor's agents, employees, licensee, invitees, or independent contractors

<PAGE>

(collectively "Lessor's Agents"), of any convenient, representation or warranty
under this Lease, or any negligence or willful misconduct of Lessor or Lessor's
Agent.

          Any claim by Lessee against Lessor shall be limited as described in
the lease, and furthermore, Lessee expressly waives any and all rights to
proceed against the individual partners, General Partners, officers or agents of
Lessor, and shall look solely to the assets of the partnership, WVP Income Plus
III, for any liability that Lessor may have to Lessee.

55.       OPTION TO EXTEND

          If this Lease shall not have been terminated pursuant to any
provisions hereof, and Lessee is not in receipt of notice of default under the
terms hereof, then Lessee may, at Lessee's option, extend the term of this lease
for one (1) additional term of twelve (12) months commencing on the expiration
of the original lease term.  Lessee may exercise this option by giving Lessor a
minimum of four (4) months prior written notice, but shall use a "best effort"
to give Lessor written notice as soon as feasible.  Upon giving Lessor notice,
Lessor or Lessee shall execute an extension of the Lease which will incorporate
all the same terms and conditions of the original Lease, including rent.

Any conflict between the printed Lease and this Addendum shall be controlled by
the Addendum.

The parties have signed this Addendum to Lease, which for reference purposes
shall be deemed to be dated as of the first written above.

LESSOR                                            LESSEE
WVP Income Plus III                               Siebel Systems, LP
A California Limited Partnership

By:  /s/ Authorized Signatory                     By: /s/  Authorized Signatory
    ---------------------------------                --------------------------

Its: General Partner                              Its:  President
    ---------------------------------                 -------------------------

Dated:  11/10/94                                  Date:  11/10/94
      -------------------------------                  ------------------------

<PAGE>

                               FIRST AMENDMENT OF LEASE


This First Amendment of Lease ("Amendment") is made and entered into this
15TH day of MARCH, 1996, by and between WVP Income Plus III, a California
Limited Partnership ("Lessor") and Siebel Systems, Inc., a California
Corporation ("Lessee").

                                       RECITALS

     A.   Lessor and Lessee entered into a lease dated November 10, 1994
wherein Lessee agreed to lease from Lessor approximately 12,000 rentable
square feet of space at 4005 Bohannon Drive, Menlo Park, California
("Premises").

     B.   Lessor and Lessee now desire to amend the terms of the Lease.


NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt of which is hereby acknowledged, Lessor and Lessee
agree as follows:

     1.   The term of the Lease shall be extended such that the expiration
date of the Lease shall be July 31, 1997.

The parties have signed this First Amendment of Lease, which for reference
purposes shall be deemed to be dated as of the date first written above.

LESSOR                                  LESSEE

WVP Income Plus 3,                      Siebel Systems, Inc.,
A California Limited Partnership        A California Corporation    (initialed)

By:  /s/ Authorized Signatory           By:   /S/ Thomas M. Siebel
   ------------------------------          -------------------------------------
                                             Thomas M. Siebel
                                             Chairman and CEO

Date:              3/18/96              Date:    April 10, 1996
      ---------------------------            -----------------------------------

<PAGE>

                      SECOND AMENDMENT OF LEASE


THIS SECOND AMENDMENT OF LEASE ("Second Amendment") is made as of November 1,
1996 by and between WVP Income Plus III, a California Limited Partnership
("Lessor")and Informix Software, Inc., a Delaware corporation ("Lessee").

WHEREAS, Lessor and Siebel Systems, Inc., a California Corporation
("Assignor"), entered into a Standard Industrial/Commercial Single Tenant
Lease-Net, dated November 10, 1994 ("Lease") wherein Assignor agreed to lease
from Lessor approximately 12,000 rentable square feet of space at 4005
Bohannon Drive, Menlo Park, California ("Premises") for a 19 month period
commencing January 1, 1995 and ending July 31, 1996.

WHEREAS, Lessor and Assignor entered into a First Amendment of Lease, dated
March 15, 1996, extending the term of the Lease to end July 31, 1997.

WHEREAS, by Assignment and Assumption of Lease Agreement, dated August 15,
1996, Assignor assigned all of its right, title and interest in and to the
Lease and Premises, including the security deposit, to Lessee.  Lessor
consented to this assignment in writing.

WHEREAS, Lessor and Lessee desire to amend the Lease as follows.

NOW, THEREFORE, in consideration of the mutual promises and obligation herein
contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.       The term of the Lease is extended to May 30, 1998.

2.       The Base Rent is $14,400.00 per month commencing September 1, 1996.
         Effective August 1, 1997, the Base Rent increases to $16,200.00 per
         month for the remainder of the Lease term.  Lessor will apply the
         rent credit of $11,400.00 against the rent payment due for the month
         of May 1998.

3.       Assignor has assigned all right, title and interest in and to the
         Security Deposit to Lessee.  Lessor will return the Security Deposit
         to Lessee as provided by the Lease.

4.       This Second Amendment is effective as of November 1, 1996.  All
         unmodified and remaining terms and conditions of the Agreement shall
         remain in full force and effect.

<PAGE>

LESSOR:

WVP INCOME PLUS III

West Valley Properties, Inc., General Partner

By: /s/ Jonathan M. Rayden, President
    -------------------------------------------
    Signature

Jonathan M. Rayden, General Partner
-------------------------------------
Printed Name/Title

2/1/97
-----------------------
Date

ASSIGNEE:

INFORMIX SOFTWARE, INC.
4100 Bohannon Drive
Menlo Park, California 94025
Attn.:  General Counsel
Phone:  (415) 926-6300

/s/ Authorized Signatory
--------------------------------------
Signature

[Name Ilegible]
--------------------------------------
Printed Name/Title

11/1/96
--------------------------------------
Date



<PAGE>

SIEBEL

SIEBEL SYSTEMS, INC.   1966 SOUTH GRANT STREET
                             SAN MATEO, CA 94402-2667 PHONE (415) 296-600
                                                       FAX  (415) 296-6111



VIA FAX 446-2904

August 30, 1996

Mr. Jon Rayden
President
West Valley Companies
19400 Stevens Creek Blvd.
Suite 200
Cupertino, CA  95014

RE:  LEASE DATED NOVEMBER 11, 1994 (THE "LEASE") BETWEEN SIEBEL SYSTEMS, INC.
(SIEBEL) AND WVP INCOME PLUS III ("WVP"); PROPOSED ASSIGNMENT OF LEASE BY SIEBEL
TO INFORMIX SOFTWARE, INC. ("ASSIGNMENT").

Dear Mr. Rayden:

This will confirm the understanding we reached concerning the Assignment.

In consideration of WVP's agreement to execute and return its written consent to
the Assignment to Siebel and the Assignment becoming a binding and effective
agreement upon all parties, the WVP and Siebel agree as follows:

1.   WVP will waive the $1,140 fee otherwise payable under the Lease in
     connection with the Assignment;

2.   The Base Rent of the Lease will be adjusted to $1.20/square foot effective
     September 1, 1996;

3.   The rent credit of $11,400 shall be assigned by Siebel to Informix and
     applied by WVP during the last month of the Lease;

<PAGE>

Jon, I believe this accurately reflects the understanding we reached.  Please
sign below indicating your agreement to these terms.

Sincerely,

/s/ Justin R. Dooley

Justin R. Dooley
Vice President, Finance and Administration



                              Agreed and Accepted:

                              WVP Income Plus III

                              /s/ Authorized Signatory

                              Title:   President
                                    ---------------------------

                              Date:  8/30/96
                                    ---------------------------
cc:  Thomas M. Siebel
<PAGE>

                    ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT ("Agreement") is made as
of the 15 day of August, 1996 by and between SIEBEL SYSTEMS, INC., a Delaware
corporation ("Assignor") and INFORMIX SOFTWARE, INC., a Delaware corporation
("Assignee").

     WHEREAS, Assignor is tenant under that certain Lease dated November 10,
1994 by and between Assignor and WVP Income Plus, III, a California limited
partnership ("Landlord"), an addendum thereto of even date (the "Lease"),
respecting certain premises (the "Premises") in San Mateo, CA, as more
particurly described therein;

     WHEREAS, Assignor desires to assign its interest in the Lease to Assignee
and Assignee desires to assume Assignor's obligations under the Lease;

     NOW THEREFORE, for the purpose of including Assignee to assume the Lease
and in consideration of the foregoing terms and conditions and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Assignor and Assignee agree as follows:

1.   ASSIGNMENT OF LEASE.

     Assignor does hereby transfer, assign, convey and deliver to Assignee its
entire, right, title and interest in the Lease and the Premises.

2.   ASSUMPTION OF OBLIGATIONS.

     Assignee does hereby accept this assignment and expressly assumes and
agrees to hereafter perform all of the terms, covenants, conditions and
obligations of Assignor under the Lease arising on or after the Effective Date
of this Assignment.

3.   INDEMNITY.

     Assignor shall defend, indemnify and hold Assignee harmless from all
claims, liabilities, indebtedness and obligations arising under the Lease
prior to the Effective Date of the assignment.  Assignee shall defend,
indemnify and hold Assignor harmless from all claims, liabilities,
indebtedness and obligations arising under the Lease from and including the
Effective Date of the assignment.

4.   EFFECTIVE DATE.

     This Agreement shall become effective on that date which is one day
after the date on which Assignor vacates the Premises, but in no event later
than August 31, 1996 (the "Effective Date").  If Assignor is unable for any
reason whatsoever to vacate the Premises as provided herein, this Agreement
shall be and become void and of no force and effect to either party, and
Assignor shall not be liable to Assignee for any loss or liability resulting
therefrom.

<PAGE>

5.   CONDITION PRECEDENT.

     This Agreement is conditioned upon obtaining Landlord's consent hereto and
the assignment contained herein shall not be effective until such consent is
obtained.

6.   SUCCESSORS AND ASSIGNS.

     This Agreement shall be binding and shall inure to the benefit of Assignor,
Assignee and their respective successors and assigns.

7.   GOVERNING LAW.

     This Agreement shall be construed in accordance with the laws of the State
of California.

EXECUTED as of the date first above written.

                                        ASSIGNOR:

                                        SIEBEL SYSTEMS, INC.

                                        a Delaware corporation

                                        By: /s/ Authorized Signatory
                                           ----------------------------

                                        Its: CEO


                                        ASSIGNER:

                                        INFORMIX SOFTWARE, INC.,

                                        a Delaware corporation

                                        By:  /s/John Wolfe
                                           ----------------------------

                                        Its:  Sr. Counsel and Asst. Sec.

<PAGE>



THE FOREGOING ASSIGNMENTS IS
HEREBY CONSENTED TO BY LANDLORD:
SUBJECT to Terms in letter From Justin Dooley Dated 8/30/96

WVP INCOME PLUS, III.
a California limited partnership

By:
By: West Valley Property Inc
    ------------------------------

Its General Partner


/s/Authorized Signatory
8/30/96