<PAGE>

                                SAN JOSE GATEWAY

                                 OFFICE PROJECT

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







                               ZAPME! CORPORATION
                                   ("TENANT")







                         LEASE DATED: SEPTEMBER 13, 1999



                          2099 GATEWAY PLACE, SUIT 340
                                SAN JOSE CA 95110


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                                  OFFICE LEASE

         THIS OFFICE LEASE ("Lease") is made between SPIEKER PROPERTIES, L.P., a
California limited partnership ("Landlord"), and ZAPME: CORPORATION, a
California corporation ("TENANT"), as of September 14, 1999 (the "DATE OF THIS
LEASE").

                                     BASIC LEASE INFORMATION

PROJECT:                         SAN JOSE GATEWAY, SAN JOSE, CALIFORNIA

BUILDING:                        BUILDING KNOWN AS 2099 GATEWAY PLACE

DESCRIPTION OF PREMISES:         Suite: 340 (the Premises is as outlined in
                                 red or as shown in cross-hatching on
                                 EXHIBIT B)

RENTABLE AREA OF PREMISES:       approximately 5,355 square feet

PERMITTED USE:                   ASSOCIATED GENERAL OFFICE AND
                                 ADMINISTRATIVE USE AND FOR NO OTHER
                                 PURPOSES.

SCHEDULED TERM
COMMENCEMENT DATE:               OCTOBER 1, 1999

SCHEDULED INITIAL TERM:          36 months

SCHEDULED EXPIRATION DATE:       September 30, 2002

BASE RENT:

                                 (a)  Initial Annual Base Rent $156,156.00
                                 (b)  Initial Monthly Installment of Base
                                      Rent: $13,013.00 MONTHS 1 THROUGH 12
                                      $13,013.00 per month
                                 (c)  Subject to increase pursuant to
                                      Paragraph 3.l (b) as follows:
                                      MONTHS 13 THROUGH 24 $13,533.00 per
                                      month
                                      MONTHS 25 THROUGH 36 $14,074.00 per
                                      month

PLUS:

ESTIMATED 1999
OPERATING EXPENSES:              $3,052.00 per month

SECURITY DEPOSIT:                $69,504.00 (equal to last four months base
                                 rent and Estimated Operating Expenses) See
                                 Paragraph 5.

TENANT'S PROPORTIONATE
SHARE OF BUILDING:               4.64 %

PARKING DENSITY:                 4 spaces per 1,000 rentable square feet of
                                 the Premises or 21 spaces

OCCUPANCY DENSITY:               4 persons per 1,000 rentable square feet of
                                 the Premises or 21 people.

TENANT'S NAICS CODE:             48-13

TENANT CONTACT:                  Name: ROYCE JOHNSON
                                 Telephone Number: 925-543-0300
                                 FAX: 925-543-0301

ADDRESSES FOR NOTICES:           To: Tenant                 To: Landlord
                                 3000 EXECUTIVE PARKWAY     2077 GATEWAY
                                 SUITE 150                  PLACE, SUITE 100
                                 SAN RAMON, CA 94538        SAN JOSE, CA 95110
                                 Attn: ROYCE JOHNSON        Attn: PROJECT
                                 FAX: 925/543-0301          DIRECTOR
                                                            FAX: 408/291-6882

TENANT'S BILLING ADDRESS:        2099 GATEWAY PLACE, SUITE 320, SAN JOSE.
                                 CA 95110

LANDLORD'S REMITTANCE ADDRESS:   SPIEKER PROPERTIES, L.P., P.O. BOX 45587,
                                 DEPT. #10083, SAN  FRANCISCO, CA 94145-0587

         IN WITNESS WHEREOF, the parties hereto have executed this Lease,
consisting of the foregoing Basic Lease Information, the following Standard
Lease Provisions consisting of PARAGRAPHS 1 THROUGH 22 (the "STANDARD LEASE
PROVISIONS") and EXHIBITS A, B, C, D and E, all of which are incorporated herein
by this reference (collectively, this "LEASE"). In the event of any conflict
between the provisions of the Basic Lease Information and the provisions of the
Standard Lease Provisions, the Standard Lease Provisions shall control.

"LANDLORD"                                        "TENANT"

SPIEKER PROPERTIES, L.P.,                         ZAPME! CORPORATION
a California limited partnership,                 a CALIFORNIA CORPORATION

Spieker Properties, Inc.,
a Maryland corporation, its general partner

By:      /s/ XXX                                  By:    /s/ XXX
   ---------------------------------                 ---------------------------
         John W. Petersen

Its:                                              Its:   VP
    --------------------------------                  --------------------------
         Vice President

Date:    21-Sept-99                               Date:  9/17/99
     -------------------------------                   -------------------------


<PAGE>



                            STANDARD LEASE PROVISIONS

1.       PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord, subject to all of the terms and conditions set forth herein,
those certain premises (the "PREMISES") described in the Basic Lease Information
and as outlined in red or as shown in the. cross-hatched markings on the floor
plan attached hereto as EXHIBIT B. The parties agree that for all purposes
hereunder the Premises shall be stipulated to contain the number of square feet
of rentable area described in the Basic Lease Information. The Premises are
located in that certain office building (the "BUILDING") whose street address is
as shown in the Basic Lease Information. The Building is located on that certain
land which is also improved with landscaping, parking facilities and other
improvements and appurtenances. Such land, together with all such improvements
and appurtenances and the Building, are all or part of a project which may
consist of more than one building and additional facilities, as described in the
Basic Lease Information (collectively referred to herein as the "PROJECT").
However, Landlord reserves the right to make such changes, additions and/or
deletions to such land, the Building and the Project and/or the common areas and
parking or other facilities thereof as it shall determine from time to time.

2.       TERM.

         (a)       Unless earlier terminated in accordance with the
provisions hereof, the term of this Lease (the "TERM") shall be as set forth
in the Basic Lease Information; provided, however, in the event the Term
Commencement Date (defined below) occurs on a date other than the first day
of a calendar month, there shall be added to the Term the partial month
("PARTIAL LEASE MONTH") from the Term Commencement Date to (but not
including) the first day of the calendar month following the Term
Commencement Date.

         (b)       Subject to the provisions of this Paragraph 2, the Term
shall commence on the date (the "TERM COMMENCEMENT DATE") which is the
earlier of the date Landlord delivers the Premises to Tenant or the date
Tenant takes possession or commences use of any portion of the Premises for
any business purpose (including moving in). If this Lease contemplates the
construction of tenant improvements in the Premises by Landlord, Landlord
shall be deemed to have delivered the Premises to Tenant on the date
determined by Landlord's space planner to be the date of substantial
completion of the work to be performed by Landlord (as described in the
Improvement Agreement, if any, attached hereto as EXHIBIT C) (the
"IMPROVEMENT AGREEMENT"). Notwithstanding the foregoing, in the event that
Landlord is delayed in delivering the Premises by reason of any act or
omission of Tenant, the Term Commencement Date shall be (unless Tenant takes
possession or commences use of the Premises prior thereto) the date the
Premises would have been delivered by Landlord had such Tenant caused
delay(s) not occurred. This Lease shall be a binding contractual obligation
effective upon execution hereof by Landlord and Tenant, notwithstanding the
later commencement of the Term. Tenant acknowledges that Tenant has inspected
and accepts the Premises in their present condition, "as is", except for
tenant improvements (if any) to be constructed by Landlord in the Premises
pursuant to the Improvement Agreement, if any.

         (c)       In the event the Term Commencement Date is delayed or
otherwise does not occur on the Scheduled Term Commencement Date specified in
the Basic Lease Information, this Lease shall not be void or voidable, the
Term shall not be extended (except as provided in Paragraph 2(a)), and
Landlord shall not be liable to Tenant for any loss or damage resulting
therefrom; provided that Tenant shall not be liable for any Rent (defined
below) for any period prior to the Term Commencement Date except as may
otherwise be provided in this Lease. Landlord may deliver to Tenant
Landlord's standard form "START-UP LETTER" for Tenant's acknowledgment and
confirmation of the Term Commencement Date. Tenant shall execute and deliver
such Start-Up Letter to Landlord within five (5) days after receipt thereof,
but Tenant's failure or refusal to do so shall not negate Tenant's acceptance
of the Premises or affect determination of the Term Commencement Date.

3.       RENT AND OPERATING EXPENSES.

         3.1       BASE RENT

         (a)       Subject to the provisions of this Paragraph 3. l, Tenant
agrees to pay during the Term as Base Rent for the Premises the sums
specified in the Basic Lease Information (as increased from time to time as
provided in the Basic Lease Information or as may otherwise be provided in
this Lease) ("BASE RENT").

         (b)       Base Rent shall increase as set forth in the Basic Lease
Information or as may otherwise be provided in this Lease.

         (c)       Except as expressly provided to the contrary herein, Base
Rent shall be payable in equal consecutive monthly installments, in advance,
without deduction or offset, commencing on the Term Commencement Date and
continuing on the first day of each calendar month thereafter. However, the
first full monthly installment of Base Rent shall be payable upon Tenant's
execution of this Lease. If the Term Commencement Date is a day other than
the first day of a calendar month, then the Rent for the Partial Lease Month
(the "PARTIAL LEASE MONTH RENT") shall be prorated based on a month of 30
days. The Partial Lease Month Rent shall be payable by Tenant on the first
day of the calendar month next succeeding the Term Commencement Date. Base
Rent, all forms of additional rent payable hereunder by Tenant and all other
amounts, fees, payments or charges payable hereunder by Tenant (collectively,
"ADDITIONAL RENT") shall (i) each constitute rent payable hereunder (and
shall sometimes collectively be referred to herein as "RENT"), (ii) be
payable to Landlord in lawful money of the United States when due without any
prior demand therefor, except as may be expressly provided to the contrary
herein, and (iii) be payable to Landlord at Landlord's Remittance Address set
forth in the Basic Lease Information or to such other person or to such other
place as Landlord may from time to time designate in writing to Tenant. Any
Rent or other amounts payable to Landlord by Tenant hereunder for any
fractional month shall be prorated based on a month of 30 days.

         3.2       OPERATING EXPENSES.

         (a)       Subject to the provisions of this Lease, Tenant shall pay
to Landlord pursuant to this Paragraph 3.2 as Additional Rent an amount equal
to Tenant's Proportionate Share (defined below) of Operating Expenses
(defined below) allocable to each Expense Year (defined below). "TENANT'S
PROPORTIONATE SHARE" is, subject to the provisions of this Paragraph 3.2, the
percentage number (representing the Premises share of the Building and the
Project) set forth in the Basic Lease information. An "EXPENSE YEAR" is any
calendar year any portion of which falls within the Term.

         (b)       "OPERATING EXPENSES" means all costs, expenses and
obligations incurred or payable by Landlord because of or in connection with
the operation, ownership, repair, replacement, restoration, management or
maintenance of the Project during or allocable to an Expense Year during the
Term (other than costs, expenses or obligations specifically attributable to
Tenant or other tenants of the Building or Project), all as determined by
sound accounting principles reasonably selected by Landlord and consistently
applied, including without limitation the following:


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                   (i)       All property taxes, assessments, charges or
impositions and other similar governmental ad valorem or other charges levied
on or attributable to the Project (including personal and real property
contained therein) Or its ownership, operation or transfer, and all taxes,
charges, assessments or similar impositions imposed in lieu or substitution
(partially or totally) of the same (collectively, "TAXES"). "TAXES" shall
also include (A) all taxes, assessments, levies, charges or impositions on
any interest of Landlord in the Project, the Premises or in this Lease, or on
the occupancy or use of space in the Project or the Premises; or on the gross
or net rentals or income from the Project, including, without limitation, any
gross income tax, excise tax, sales tax or gross receipts tax levied by any
federal, state or local governmental entity with respect to the receipt of
Rent; or (B) any possessory taxes charged or levied in lieu of real estate
taxes; and

                   (ii)      The cost of all utilities, supplies, equipment,
tools; materials, service contracts, janitorial services, waste and refuse
disposal, landscaping, and insurance (with the nature and extent of such
insurance to be carried by Landlord to be determined by Landlord in its sole
and absolute discretion); insurance deductibles; compensation and benefits of
all persons who perform services connected with the operation, management,
maintenance or repair of the Project; personal property taxes on and
maintenance and repair of equipment and other personal property; costs and
fees for administration and management of the Project (not to exceed five
percent (5%) of Project revenues in any Expense Year), whether by Landlord or
by an independent contractor, and other management office operational
expenses; rental expenses for or a reasonable allowance for depreciation of,
personal property used in the operation, management, maintenance or repair of
the Project, license, permit and inspection fees; and all inspections,
activities, alterations, improvements or other matters required by any
governmental or quasi-governmental authority or by Regulations (defined
below), for any reason, including, without limitation, capital improvements,
whether capitalized or not; all capital additions, repairs, replacements and
improvements made to the Project or any portion thereof by Landlord (A) of a
personal property nature and related to the operation, repair, maintenance or
replacement of systems, facilities, equipment or components of (or which
service) the Project or portions thereof, (B) required or provided in
connection with any existing or future applicable municipal, state, federal
or other governmental statutes, roles, requirements, regulations, laws,
standards, orders or ordinances including, without limitation, zoning
ordinances and regulations, and covenants, casements and restrictions of
record (collectively, "REGULATIONS"), (C) which are designed to improve the
operating efficiency of the Project, or (D) determined by Landlord to be
required to keep pace or be consistent with safety or health advances or
improvements (with such capital costs to be amortized over such periods as
Landlord shall determine with a return on capital at such rate as would have
been paid by Landlord on funds borrowed for the purpose of constructing such
capital items); common area repair, resurfacing, replacement, operation and
maintenance; security systems or services, if any, deemed appropriate by
Landlord (but without obligation to provide the same); and any other cost or
expense incurred or payable by Landlord in connection with the operation,
ownership, repair, replacement, restoration, management or maintenance of the
Project.

         (c)       Variable items of Operating Expenses (E.G., expenses that
are affected by variations in occupancy levels) for each Expense Year during
which actual occupancy of the Project is less than ninety-five percent (95%)
of the rentable area of the Project shall be appropriately adjusted, in
accordance with sound accounting principles, to reflect ninety-five percent
(95%) occupancy of the existing rentable area of the Project during such
period.

         (d)       Prior to or shortly following the commencement of(and from
time to time during) each calendar year of the Term following the Term
Commencement Date, Landlord shall have the right to give to Tenant a written
estimate of Tenant's Proportionate Share of the projected Operating Expenses
for the Project for such year. Commencing with the first day of the calendar
month following the month in which such estimate was delivered to Tenant,
Tenant shall pay such estimated amount (less amounts, if any, previously paid
toward such year) to Landlord in equal monthly installments over the
remainder of such calendar year, in advance on the first day of each month
during such year (or remaining months, if less than all of the year remains).
Subject to the provisions of this Lease, Landlord shall endeavor to furnish
to Tenant within a reasonable period after the end of each Expense Year, a
statement (a "RECONCILIATION STATEMENT") indicating in reasonable detail
Tenant's Proportionate Share of the Operating Expenses allocable to such
Expense Year and the parties shall, within thirty (30) days thereafter, make
any payment or allowance necessary to adjust Tenant's estimated payments to
Tenant's actual share of Operating Expenses as indicated by such annual
Reconciliation Statement.

         (e)       Tenant shall pay ten (10) days before delinquency all
taxes and assessments levied against any personal property or trade fixtures
of Tenant in or about the Premises. If any such taxes or assessments are
levied against Landlord or Landlord's property or if the assessed value of
the Project is increased by the inclusion therein of a value placed upon such
personal property or trade fixtures, Tenant shall, within ten (10) days of
demand, reimburse Landlord for the taxes and assessments so levied against
Landlord, or any such taxes, levies and assessments resulting from such
increase in assessed value.

         (f)       Any delay or failure of Landlord in (i) delivering any
estimate or statement described in this Paragraph 3.2, or (ii) computing or
billing Tenant's Proportionate Share of Operating Expenses shall not (A)
constitute a waiver of its right to subsequently deliver such estimate or
statement or require any increase in Rent contemplated by this paragraph 3.2,
or (B) in any way waive or impair the continuing obligations of Tenant under
this Paragraph 3.2. Provided that Tenant is not then in default under this
Lease, subject to compliance with Landlord's standard procedures for the
same, Tenant shall have the right, upon the condition that Tenant shall first
pay to Landlord the amount in dispute, to have independent certified public
accountants of national standing (who are not compensated on a contingency
basis) of Tenant's selection (and subject to Landlord's reasonable approval)
review Landlord's Operating Expense books and records relating to the Expense
Year subject to a particular Reconciliation Statement during the sixty-day
period following delivery to Tenant of the Reconciliation Statement for such
Expense Year. If such review discloses a liability for a refund in excess
often percent (10%) of Tenant's Proportionate Share of Operating Expenses
previously reported, the cost of such review shall be borne by Landlord;
otherwise such cost shall be borne by Tenant. Tenant waives the right to
dispute or contest, and shall have no right to dispute or contest, any matter
relating to the calculation of Operating Expenses or other forms of Rent
under this Paragraph 3.2 with respect to each Expense Year for which a
Reconciliation Statement is given to Tenant if no claim or dispute with
respect thereto is asserted by Tenant in writing to Landlord within sixty
(60) days of delivery to Tenant of the original or most recent Reconciliation
Statement with respect thereto.

         (g)       This shall be a triple net Lease and Base Rent shall be
paid to Landlord absolutely net of all costs and expenses, except as
specifically provided to the contrary in this Lease. The provisions for
payment of Operating Expenses and the Operating Expense adjustment are
intended to pass on to Tenant and reimburse Landlord for all costs and
expenses of the nature described in Paragraph 3.20o) incurred in connection
with the operation, ownership, repair, replacement, restoration, management
or maintenance of the Building and/or Project.

4.       DELINQUENT PAYMENT: HANDLING CHARGES. In the event Tenant is more
than three (3) days late in paying any amount of Rent or any other payment
due under this Lease, Tenant shall pay Landlord, within ten (10) days of
Landlord's written demand therefor, a late charge equal to five percent (5%)
of the delinquent amount, or $150.00, whichever amount is greater. In
addition, any amount due from Tenant to Landlord hereunder which is not paid
within ten (10) days of the date due shall bear interest at an annual rate
(the "DEFAULT RATE") equal to twelve percent (12%).

5.       SECURITY DEPOSIT. Contemporaneously with the execution of this
Lease, Tenant shall pay to Landlord the amount of Security Deposit (the
"SECURITY DEPOSIT") specified in the Basic Lease Information, which shall be
held by Landlord to secure Tenant's performance of its obligations under


                                      -2-
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this Lease. The Security Deposit is not an advance payment of Rent or a measure
or limit of Landlord's damages upon a default by Tenant or an Event of Default
(defined below). If Tenant defaults with respect to any provision of this Lease,
Landlord may, but shall not be required to, use, apply or retain all or any part
of the Security Deposit (a) for the payment of any Rent or any other sum in
default, (b) for the payment of any other amount which Landlord may spend or
become obligated to spend by reason of such default by Tenant, and (e) to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of such default by Tenant. If any portion of the Security Deposit is so
used or applied, Tenant shall, within ten (10) days after demand therefor by
Landlord, deposit with Landlord cash in an amount sufficient to restore the
Security Deposit to the amount required to be maintained by Tenant hereunder.
Within a reasonable period following expiration or the sooner termination of
this Lease, provided that Tenant has performed all of its obligations hereunder,
Landlord shall return to Tenant the remaining portion of the Security Deposit.
The Security Deposit may be commingled by Landlord with Landlord's other funds,
and no interest shall be paid thereon. If Landlord transfers its interest in the
Premises, then Landlord may assign the Security Deposit to the transferee and
thereafter Landlord shall have no further liability or obligation for the return
of the Security Deposit. Tenant hereby waives the provisions of Section 1950.7
of the California Civil Code, and all other provisions of any Regulations, now
or hereinafter in force, which restricts the amount or types of claim that a
landlord may make upon a security deposit or imposes upon a landlord (or its
successors) any obligation with respect to the handling or return of security
deposits. LANDLORD SHALL, AT TENANT'S WRITTEN REQUEST, RETURN $34,752.00 OF THE
SECURITY DEPOSIT, WHEN TENANT'S NET ASSETS ARE IN EXCESS OF ONE HUNDRED MILLION
DOLLARS ($100,000,000).

6.       LANDLORD'S OBLIGATIONS.

         6.1       SERVICES. Subject to the provisions of this Lease,
Landlord shall furnish to Tenant during the Term (a) city or utility company
water at those points of supply provided for general use of the tenants of
the Building; (b) subject to mandatory and voluntary Regulations, heating and
air conditioning during ordinary business hours of generally recognized
business days designated by Landlord (which in any event shall not include
Saturdays, Sundays or legal holidays) ("BUSINESS HOURS") for the Building at
such temperatures and in such amounts as Landlord reasonably determines is
appropriate for normal comfort for normal office use in the Premises; (c)
janitorial services to the Premises on weekdays, other than on legal
holidays, for Building-standard installations; (d) nonexclusive passenger
elevator service; and (e) adequate electrical current during such Business
Hours for equipment that does not require more than 110 volts and whose
electrical energy consumption does not exceed normal office usage in a
premises of the size of the Premises, as determined by Landlord. If Tenant
desires any of the services specified in this Paragraph 6. l at any time
other than during Business Hours, then subject to such nondiscriminatory
conditions and standards as Landlord shall apply to the same, upon the
written request of Tenant, such services shall be supplied to Tenant in
accordance with Landlord's customary procedures for the Building, including
such advance request deadlines as Landlord shall require from time to time,
and Tenant shall pay to Landlord Landlord's then customary charge for such
services within ten (10) days after Landlord has delivered to Tenant an
invoice therefor. Landlord reserves the right to change the supplier or
provider of any such service from time to time. Tenant shall not have the
right to obtain any such service for the Premises directly from a supplier or
provider of such service except as provided in Paragraph 6.4 below.

         6.2       EXCESS UTILITY USE. Landlord shall not be required to
furnish electrical current for, and Tenant shall not install or use, without
Landlord's prior written consent, any equipment (a) that requires more than
110 volts, (b) whose operation is in excess of, or inconsistent with, the
capacity of the Building (or existing feeders and risers to, or wiring in,
the Premises) or (c) whose electrical energy consumption exceeds normal
office usage of up to three (3) watts of connected load per usable square
foot ("STANDARD USAGE"). Subject to the provisions of this Paragraph 6.2, if
Tenant's consumption of electricity exceeds the electricity to be provided by
Landlord above or Standard Usage (which shall be determined by separate
metering to be installed at Tenant's expense or by such other method as
Landlord shall reasonably select), Tenant shall pay to Landlord Landlord's
then customary charge for such excess consumption within ten (10) days after
Landlord has delivered to Tenant an invoice therefor.

         6.3       RESTORATION OF SERVICES. Following receipt of Tenant's
request to do so, Landlord shall use good faith efforts to restore any
service specifically to be provided under Paragraph 6.1 that becomes
unavailable and which is in Landlord's reasonable control to restore;
provided, however, that in no case shall the unavailability of such services
or any other service (or any diminution in the quality or quantity thereof)
or any interference in Tenant's business operations within the Premises
render Landlord liable to Tenant or any person using or occupying the
Premises under or through Tenant (including, without limitation, any
contractor, employee, agent, invitee or visitor of Tenant) (each, a "TENANT
PARTY") for any damages of any nature whatsoever caused thereby, constitute a
constructive eviction of Tenant, constitute a breach of any implied warranty
by Landlord, or entitle Tenant to any abatement of Tenant's rental
obligations hereunder.

         6.4       TELECOMMUNICATIONS SERVICES. Tenant may contract
separately with providers of telecommunications or cellular products, systems
or services for the Premises. Even though such products, systems or services
may be installed or provided by such providers in the Building, in
consideration for Landlord's permitting such providers to provide such
services to Tenant, Tenant agrees that Landlord and the Landlord Indemnitees
(defined below) shall in no event be liable to Tenant or any Tenant Party for
any damages of any nature whatsoever arising out of or relating to the
products, systems or services provided by such providers (or any failure,
interruption, defect in or loss of the same) or any acts or omissions of such
providers in connection with the same or any interference in Tenant's
business caused thereby. Tenant waives and releases all rights and remedies
against Landlord and the Landlord Indemnitees that are inconsistent with the
foregoing.

7.       IMPROVEMENTS, ALTERATIONS, REPAIRS AND MAINTENANCE.

         7.1       IMPROVEMENTS; ALTERATIONS. Any alterations, additions,
deletions, modifications or utility installations in, of or to the
improvements contained within the Premises (collectively, "ALTERATIONS")
shall be installed at Tenant's expense and only in accordance with detailed
plans and specifications, construction methods, and all appropriate permits
and licenses, all of which have been previously submitted to and approved in
writing by Landlord, and by a professionally qualified and licensed
contractor and subcontractors approved by Landlord. No Alterations in or to
the Premises may be made without (a) Landlord's prior written consent and (b)
compliance with such nondiscriminatory requirements and construction
regulations concerning such Alterations as Landlord may impose from time to
time. Landlord will not be deemed to unreasonably withhold its consent to any
Alteration that violates Regulations, may affect or be incompatible with the
Building's structure or its HVAC, plumbing, telecommunications, elevator,
life-safety, electrical, mechanical or other basic systems, or the appearance
of the interior common areas or exterior of the Project, or which may
interfere with the use or occupancy of any other portion of the Project. All
Alterations made in or upon the Premises shall, (i) at Landlord's option,
either be removed by Tenant prior to the end of the Term (and Tenant shall
restore the portion of the Premises affected to its condition existing
immediately prior to such Alteration), or shall remain on the Premises at the
end of the Term, (ii) be constructed, maintained, insured and used by Tenant,
at its risk and expense, in a first-class, good and workmanlike manner, and
in accordance with all Regulations, and (iii) shall be subject to payment of
Landlord's standard alterations supervision fee. If any Alteration made or
initiated by Tenant or the removal thereof shall cause, trigger or result in
any portion of the Project outside of the Premises, any portion of the
Building's shell and core improvements (including restrooms, if any) within
the Premises, or any Building system inside or outside of the Premises being
required by any governmental authority to be altered, improved or removed, or
may otherwise potentially affect such portions of the Project or any other
tenants of the Project, Landlord shall have


                                      -3-
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the option (but not the obligation) of performing the same at Tenant's expense,
in which case Tenant shall pay to Landlord (within ten (10) days of Landlord's
written demand) in advance Landlord's reasonable estimate of the cost of such
work, and any actual costs of such work in excess of Landlord's estimate, plus
an administrative charge of fifteen percent (15%) thereof. At least ten (10)
days before beginning construction of any Alteration, Tenant shall give Landlord
written notice of the expected commencement date of that construction to permit
Landlord to post and record a notice of non-responsibility. Upon substantial
completion of construction, if the law so provides, Tenant shall cause a timely
notice of completion to be recorded in the office of the recorder of the county
in which the Building is located.

         7.2       REPAIRS AND MAINTENANCE. Tenant shall maintain at all
times during the Term the Premises and all portions and components of the
improvements and systems contained therein in a first-class, good, clean,
safe, and operable condition, and shall not permit or allow to remain any
waste or damage to any portion of the Premises. Tenant shall repair or
replace, as needed, subject to Landlord's direction and supervision, any
damage to the Building or the Project caused by Tenant or any Tenant Party.
If any such damage occurs outside of the Premises or relates to any Building
system, or if Tenant fails to perform Tenant's obligations under this
Paragraph 7.2 or under any other paragraph of this Lease within ten (10) days
after written notice from Landlord (except in the case of an emergency, in
which case no notice shall be required), then Landlord may elect to perform
such obligations and repair such damage itself at Tenant's expense. The cost
of all repair or replacement work performed by Landlord under this Paragraph
7.2, plus an administrative charge of fifteen percent (15%) of such cost,
shall be paid by Tenant to Landlord within ten (10) days of receipt of
Landlord's invoice therefor as Additional Rent. Tenant hereby waives all
common law and statutory rights or provisions inconsistent herewith, whether
now or hereinafter in effect (including, without limitation, Sections 1941,
1941.1, and 1941.2 of the California Civil Code, as amended from time to
time). Landlord shall use reasonable efforts to maintain the common areas of
the Project at all times during the Term with the cost thereof constituting
an Operating Expense under Paragraph 3.2.

         7.3       MECHANIC'S LIENS. Tenant shall not cause, suffer or permit
any mechanic's or materialman's lien, claim, or stop notice to be filed or
asserted against the Premises, the Building or any funds of Landlord for any
work performed, materials furnished, or obligation incurred by or at the
request of Tenant or any Tenant Party. If any such lien, claim or notice is
flied or asserted, then Tenant shall, within ten (10) days after Landlord has
delivered notice of the same to Tenant, either (a) pay and satisfy in full
the amount of (and eliminate of record) the lien, claim or notice or (b)
diligently contest the same and deliver to Landlord a bond or other security
therefor in substance and amount (and issued by an issuer) satisfactory to
Landlord.

8.       USE. Tenant shall continuously occupy and use the Premises only for
general office use or uses incidental thereto, all of which shall be
consistent with the standards of a first class office project (the "PERMITTED
USE") and shall comply, at Tenant's expense, with all Regulations relating to
the use, condition, alteration, improvement, access to, and occupancy of the
Premises, including without limitation, Regulations relating to Hazardous
Materials (defined below). Should any Regulation now or hereafter be imposed
on Tenant or Landlord by any governmental body relating to the use or
occupancy of the Premises or the Project common areas by Tenant or any Tenant
Party or concerning occupational, health or safety standards for employers,
employees, or tenants, then Tenant agrees, at its sole cost and expense, to
comply promptly with such Regulations if such Regulations relate to anything
within the Premises or if compliance with such Regulations is within the
control of Tenant and applies to an area outside of the Premises. Tenant
shall conduct its business and shall cause each Tenant Party to act in such a
manner as to (a) not release or permit the release of any Hazardous Material
in, under, on or about the Project in violation of any Regulations, (b) use
or store any Hazardous Materials (other than incidental amounts of cleaning
and office supplies) in or about the Premises or (c) not create or permit any
nuisance or unreasonable interference with or disturbance of other tenants of
the Project or Landlord in its management of the Project or (d) not create
any occupancy density in the Premises or parking density with respect to
Tenant and any Tenant Party at the Project greater than those specified in
the Basic Lease Information. "HAZARDOUS MATERIAL" means any hazardous,
explosive, radioactive or toxic substance, material or waste which is or
becomes regulated by any local, state or federal governmental authority or
agency, including, without limitation, any material or substance which is (i)
defined or listed as a "hazardous waste," "extremely hazardous waste,"
"restricted hazardous waste," "hazardous substance," "hazardous material,"
"pollutant" or "contaminant" under any Regulation, (ii) a flammable
explosive, (iii) a radioactive material, (iv) a polychlorinated biphenyl, (v)
asbestos or asbestos containing material, or (vi) a carcinogen.

9.       ASSIGNMENT AND SUBLETTING.

         9.l       TRANSFERS; CONSENT. Tenant shall not, without the prior
written consent of Landlord, (a) assign, transfer, mortgage, hypothecate, or
encumber this Lease or any estate or interest herein, whether directly,
indirectly or by operation of law, (b) permit any other entity to become a
Tenant hereunder by merger, consolidation, or other reorganization, (c) if
Tenant is a corporation, partnership, limited liability company, limited
liability partnership, trust, association or other business entity (other
than a corporation whose stock is publicly traded), permit, directly or
indirectly, the transfer of any ownership interest in Tenant so as to result
in (i) a change in the current control of Tenant, (ii) a transfer of
twenty-five percent (25%) or more in the aggregate in any twelve (12) month
period in the beneficial ownership of such entity or (iii) a transfer of all
or substantially all of the assets of Tenant, (d) sublet any portion of the
Premises, or (e) grant any license, concession, or other right of occupancy
of or with respect to any portion of the Premises, or (f) permit the use of
the Premises by any party other than Tenant or a Tenant Party (each of the
events listed in this Paragraph 9.1 being referred to herein as a
"TRANSFER"). If Tenant requests Landlord's consent to any Transfer, then at
least twenty (20) business days prior to the effective date of the proposed
Transfer, Tenant shall provide Landlord with a written description of all
terms and conditions of the proposed Transfer and all consideration therefor
(including a calculation of the Transfer Profits described below), copies of
the proposed documentation, and the following information relating to the
proposed transferee: name and address; information reasonably satisfactory to
Landlord concerning the proposed transferee's business and business history;
its proposed use Of the Premises; banking, financial, and other credit
information; and general references sufficient to enable Landlord to
determine the proposed transferee's creditworthiness and character. Landlord
shall not unreasonably withhold its consent to any assignment or subletting
of the Premises, provided that the parties agree that it shall be reasonable
for Landlord to withhold any such consent if, without limitation, Landlord
determines in good faith that (A) the proposed transferee is not of a
reasonable financial standing or is not creditworthy, (B) the proposed
transferee is a governmental agency, (C) the proposed transferee, or any
affiliate thereof, is then an occupant in the Project or has engaged in
discussions with Landlord concerning a lease of direct space in the Project,
(D) the proposed Transfer would result in a breach of any obligation of
Landlord or permit any other tenant in the Project to terminate or modify its
lease, (E) there is then in effect an uncured Event of Default, (F) the
Transfer would increase the occupancy density or parking density of the
Project or any portion thereof, (G) the Transfer would result in an
undesirable tenant mix for the Project, as determined in good faith by
Landlord, (H) the proposed transferee does not enjoy a good reputation, as a
business or as a tenant; or (I) any guarantor of the Lease does not consent
to such Transfer in a form satisfactory to Landlord. Any Transfer made
without Landlord's consent shall be void and, at Landlord's election, shall
constitute an Event of Default by Tenant. Tenant shall also, within ten (10)
days of written demand therefor, pay to Landlord $500 as a review fee for
each Transfer request, and reimburse Landlord for its reasonable attorneys'
fees and all other costs incurred in connection with considering any request
for consent to a proposed Transfer. If Landlord consents to a proposed
Transfer, then the proposed transferee shall deliver to Landlord Landlord's
standard form transfer consent and agreement whereby the proposed transferee
expressly assumes the Tenant's obligations hereunder. Landlord's consent to a
Transfer shall not release Tenant from its obligations under this Lease (or
any guarantor of this Lease of its obligations with respect thereto), but
rather Tenant and


                                      -4-
<PAGE>


its transferee shall be jointly and severally liable for all obligations under
this Lease allocable to the space subject to such Transfer. Landlord's consent
to any Transfer shall not waive Landlord's rights as to any subsequent
Transfers. In the event of any claim by Tenant that Landlord has breached its
obligations under this Paragraph 9.1, Tenant's remedies shall be limited to
recovery of its out-of-pocket damages and injunctive relief.

         9.2       CANCELLATION AND RECAPTURE. Notwithstanding Paragraph 9.1,
Landlord may (but shall not be obligated to), within ten (10) business days
after submission of Tenant's written request for Landlord's consent to an
assignment or subletting, cancel this Lease as to the portion of the Premises
proposed to be sublet or subject to an assignment of this Lease ("TRANSFER
SPACE") as of the date such proposed Transfer is proposed to be effective
and, thereafter, Landlord may lease such portion of the Premises to the
prospective transferee (or to any other person or entity or not at all)
without liability to Tenant. If Landlord shall not cancel this Lease within
such ten (10) business day period and notwithstanding any Landlord consent to
the proposed Transfer, Tenant shall pay to Landlord, immediately upon receipt
thereof, the entire excess ("TRANSFER PROFITS") of all compensation and other
consideration paid to or for the benefit of Tenant (or any affiliate thereof)
for the Transfer in excess of Base Rent and Additional Rent payable by Tenant
hereunder (with respect to the Transfer Space) during the remainder of the
Term (after straight-line amortization of any reasonable brokerage
commissions and tenant improvement costs paid by Tenant in connection with
the Transfer over the term of the Transfer). In any assignment or subletting
undertaken by Tenant, Tenant shall diligently seek to obtain the maximum
rental amount available in the marketplace for comparable space available for
primary leasing.

10.      INSURANCE, WAIVERS, SUBROGATION AND INDEMNITY.

         10.1      INSURANCE. Tenant shall maintain throughout the Term each
of the insurance policies described on EXHIBIT D attached hereto and shall
otherwise comply with the obligations and requirements provided on EXHIBIT D.

         10.2      WAIVER OF SUBROGATION. Landlord and Tenant each waives any
claim, loss or cost it might have against the other for any injury to or
death of any person or persons, or damage to or theft, destruction, loss, or
loss of use of any property (a "LOSS"), to the extent the same is insured
against (or is required to be insured against under the terms hereof) under
any "all risk" property damage insurance policy covering the Building, the
Premises, Landlord's or Tenant's fixtures, personal property, leasehold
improvements, or business, regardless of whether the negligence of the other
party caused such Loss.

         10.3      INDEMNITY. Subject to Paragraph 10.2, Tenant shall
indemnify, defend and hold Landlord, Spieker Properties, Inc., and each of
their respective directors, shareholders, partners, lenders, members,
managers, contractors, affiliates and employees (collectively, "Landlord
INDEMNITEES") from and against all claims, demands, proceedings, losses,
obligations, liabilities, causes of action, suits, judgments, damages,
penalties, costs and expenses (including, without limitation, reasonable
attorneys' fees and court costs) arising from or asserted in connection with
the use or occupancy of the Premises by Tenant or any Tenant Party,
including, without limitation, by reason of any release of any Hazardous
Materials by Tenant or any Tenant Party in, under, on, or about the Project,
or any negligence or misconduct of Tenant or of any Tenant Party in or about
the Premises, or Tenant's breach of any of its covenants under this Lease,
except in each case to the extent arising from the gross negligence or
willful misconduct of Landlord or any Landlord Indemnitee. Except to the
extent expressly provided in this Lease, Tenant hereby waives all claims
against and releases Landlord and each Landlord Indemnitee for any injury to
or death of persons, damage to property or business loss in any manner
related to (i) Tenant's use and occupancy of the Premises, (ii) acts of God,
(iii) acts of third parties, or (iv) any matter outside of the reasonable
control of Landlord. This Paragraph 10.3 shall survive termination or
expiration of this Lease.

11.      SUBORDINATION; ATTORNMENT.

         11.1      SUBORDINATION. This Lease is subject and subordinate to
all present and future ground or master leases of the Project and to the lien
of all mortgages or deeds of trust (collectively, "SECURITY INSTRUMENTS") now
or hereafter encumbering the Project, if any, and to all renewals,
extensions, modifications, consolidations and replacements thereof, and to
all advances made or hereafter to be made upon the security of any such
Security Instruments, unless the holders of any such mortgages or deeds of
trust, or the lessors under such ground or master leases (such holders and
lessors are sometimes collectively referred to herein as "HOLDERS") require
in writing that this Lease be superior thereto. Notwithstanding any provision
of this Paragraph 11 to the contrary, any Holder of any Security Instrument
may at any time subordinate the lien of its Security Instrument to this.
Lease without obtaining Tenant's consent by giving Tenant written notice of
such subordination, in which event this Lease shall be deemed to be senior to
the Security Instrument in question. Tenant shall, within fifteen (15) days
of request to do so by Landlord, execute, acknowledge and deliver to Landlord
such further instruments or assurances as Landlord may deem necessary or
appropriate to evidence or confirm the subordination or superiority of this
Lease to any such Security Instrument; provided, however, that at the request
of Tenant made within five (5) days of any such Landlord request, Landlord
shall use commercially reasonable efforts to obtain for the benefit of Tenant
such Holder's standard nondisturbance agreement. Tenant hereby irrevocably
authorizes Landlord to execute and deliver in the name of Tenant any such
instrument or instruments if Tenant fails to do so within said fifteen (15)
day period.

         11.2      ATTORNMENT. Tenant covenants and agrees that in the event
that any proceedings are brought for the foreclosure of any mortgage or deed
of trust, or if any ground or master lease is terminated, it shall attorn,
without any deductions or set-offs whatsoever, to the purchaser upon any such
foreclosure sale, or to the lessor of such ground or master lease, as the
case may be, if so requested to do so by such purchaser or lessor, and to
recognize such purchaser or lessor as "Landlord" under this Lease. If
requested, Tenant shall enter into a new lease with that successor on the
same terms and conditions as are contained in this Lease (for the unexpired
portion of the Term then remaining).

12.      RULES AND REGULATIONS. Tenant shall comply, and shall cause each
Tenant Party to comply, with the Rules and Regulations of the Building which
are attached hereto as EXHIBIT A, and all such nondiscriminatory
modifications, additions, deletions and amendments thereto as Landlord shall
adopt in good faith from time to time.

13.      CONDEMNATION. If the entire Project or Premises are taken by right
of eminent domain or conveyed by Landlord in lieu thereof (a "TAKING"), this
Lease shall terminate as of the date of the Taking. If any part of the
Project becomes subject to a Taking and such Taking will prevent Tenant from
conducting its business in the Premises in a manner reasonably comparable to
that conducted immediately before such Taking for a period of more than one
hundred eighty (180) days, then Tenant may terminate this Lease as of the
date of such Taking by giving written notice to Landlord within thirty (30)
days after the Taking, and al Rent paid or payable hereunder shall be
apportioned between Landlord and Tenant as of the date of such Taking. If any
material portion, but less than all, of the Project, Building or the Premises
becomes subject to a Taking, or if Landlord is required to pay any of the
proceeds received for a Taking to any Holder of any Security Instrument, then
Landlord may terminate this Lease by delivering written notice thereof to
Tenant within thirty (30) days after such Taking, and all Rent paid or
payable hereunder shall be apportioned between Landlord and Tenant as of the
date of such Taking. If this Lease is not so terminated, then Base Rent
thereafter payable hereunder shall be abated for the duration of the Taking
in proportion to that portion of the Premises rendered untenantable by such
Taking. If any Taking occurs, then


                                      -5-
<PAGE>


Landlord shall receive the entire award or other compensation for the land on
which the Project is situated, the Project, and other improvements taken, and
Tenant may separately pursue a claim (to the extent it will not reduce
Landlord's award) against the condemnor for the value of Tenant's personal
property which Tenant is entitled to remove under this Lease and moving and
relocation costs. Landlord and Tenant agree that the provisions of this
Paragraph 13 and the remaining provisions of this Lease shall exclusively govern
the rights and obligations of the parties with respect to any Taking of any
portion of the Premises, the Building, the Project or the land on which the
Building is located, and Landlord and Tenant hereby waive and release each and
all of their respective common law and statutory rights inconsistent herewith,
whether now or hereinafter in effect (including, without limitation, Section
1265.130 of the California Code of Civil Procedure, as amended from time to
time).

14.      FIRE OR OTHER CASUALTY.

         14.1      REPAIR ESTIMATE; RIGHT TO TERMINATE. If all or any portion
of the Premises, the Building or the Project is damaged by fire or other
casualty (a "CASUALTY"), Landlord shall, within ninety (90) days after
Landlord's discovery of such damage, deliver to Tenant its good faith
estimate (the "DAMAGE NOTICE") of the time period following such notice
needed to repair the damage caused by such Casualty. Landlord may elect to
terminate this Lease in any case where (a) any portion of the Premises or any
material portion of the Project are damaged and (b) either (i) Landlord
estimates in good faith that the repair and restoration of such damage under
Paragraph 14.2 ("RESTORATION") cannot reasonably be completed (without the
payment of overtime) within two hundred (200) days of Landlord's actual
discovery of such damage, (ii) the Holder of any Security Instrument requires
the application of any insurance proceeds with respect to such Casualty to be
applied to the outstanding balance of the obligation secured by such Security
Instrument, (iii) the cost of such Restoration is not fully covered by
insurance proceeds available to Landlord and/or payments received by Landlord
from tenants, or (iv) Tenant shall be entitled to an abatement of rent under
this Paragraph 14 for any period of time in excess of thirty-three percent
(33%) of the remainder of the Term. Such right of termination shall be
exercisable by Landlord by delivery of written notice to Tenant at any time
following the Casualty until forty-five (45) days following the later of(A)
delivery of the Damage Notice or (B) Landlord's discovery or determination of
any of the events described in clauses (i) through (iv) of the preceding
sentence, and shall be effective upon delivery of such notice of termination
(or if Tenant has not vacated the Premises, upon the expiration of thirty
(30) days thereafter).

         14.2      REPAIR OBLIGATION; ABATEMENT OF RENT. Subject to the
provisions of Paragraph 14.1, Landlord shall, within a reasonable time after
the discovery by Landlord of any damage resulting from a Casualty, begin to
repair the damage to the Building and the Premises resulting from such
Casualty and shall proceed with reasonable diligence to restore the Building
and Premises to substantially the same condition as existed immediately
before such Casualty, except for modifications required by Regulations, and
modifications to the Building or the Project reasonably deemed desirable by
Landlord; provided, however, that Landlord shall not be required as part of
the Restoration to repair or replace any of the Alterations, furniture,
equipment, fixtures, and other improvements which may have been placed by, or
at the request of, Tenant or other occupants in the Building or the Premises.
Landlord shall have no liability for any inconvenience or annoyance to Tenant
or injury to Tenant's business as a result of any Casualty, regardless of the
cause therefor. Base Rent, and Additional Rent payable under Paragraph 3.2,
shall abate if and to the extent a Casualty damages the Premises or common
areas in the Project required and essential for access thereto and as a
result thereof all or a material portion of the Premises are rendered unfit
for occupancy, and are not occupied by Tenant, for the period of time
commencing on the date Tenant vacates the portion of the Premises affected on
account thereof and continuing until the date the Restoration to be performed
by Landlord with respect to the Premises (and/or required common areas) is
substantially complete, as determined by Landlord's architect. Landlord and
Tenant agree that the provisions of this Paragraph 14 and the remaining
provisions of this Lease shall exclusively govern the rights and obligations
of the parties with respect to any and all damage to, or destruction of, all
or any portion of the Premises or the Project by Casualty, and Landlord and
Tenant hereby waive and release each and all of their respective common law
and statutory rights inconsistent herewith, whether now or hereinafter in
effect (including, without limitation, Sections 1932(2) and 1933(4) of the
California Civil Code, as amended from time to time).

15.      PARKING. Tenant shall have the right to the nonexclusive use of such
portion of the parking facilities of the Project as are designated by Landlord
from time to time for such purpose for the parking of passenger-size motor
vehicles used by Tenant and Tenant Parties only and are not transferable without
Landlord's approval. The use of such parking facilities shall be subject to the
parking rules and regulations attached hereto as EXHIBIT ___, as such rules and
regulations may be modified by Landlord from time to time, for the use of such
facilities.

16.      EVENTS OF DEFAULT. Each of the following occurrences shall be an "EVENT
OF DEFAULT" and shall constitute a material default and breach of this Lease by
Tenant: (a) any failure by Tenant to pay any installment of Base Rent,
Additional Rent or to make any other payment required to be made by Tenant
hereunder when due; (b) the abandonment or vacation of the Premises by Tenant,
provided, however, that unless Tenant is using the Premises for a retail use,
abandonment or vacation of the Premises shall not be an Event of Default so long
as no other Event of Default has occurred hereunder and provided Tenant has
given Landlord five (5) days' prior written notice of its intent to vacate the
Premises; (c) any failure by Tenant to execute and deliver any estoppel
certificate or other document or instrument described in Paragraphs 10
(insurance), 11 (subordination) or 21.2 (estoppel certificates) requested by
Landlord, where such failure continues for five (5) days after delivery of
written notice of such failure by Landlord to Tenant; (d) any failure, by Tenant
to fully perform any other obligation of Tenant under this Lease, where such
failure continues for thirty 00) days (except where a shorter period of time is
specified in this Lease, in which case such shorter time period shall apply)
after delivery of written notice of such failure by Landlord to Tenant; (e) the
voluntary or involuntary filing of a petition by or against Tenant or any
general partner of Tenant (i) in any bankruptcy or other insolvency proceeding,
(ii) seeking any relief under any state or federal debtor relief law, (iii) for
the appointment of a liquidator or receiver for all or substantially all of
Tenant's property or for Tenant's interest in this Lease, or (iv) for the
reorganization or modification of Tenant's capital structure (provided, however,
that if such a petition is filed against Tenant, then such filing shall not be
an Event of Default unless Tenant fails to have the proceedings initiated by
such petition dismissed within sixty (60) days after the filing thereof); (f)
the default of any guarantor of Tenant's obligations hereunder under any
guaranty of this Lease, the attempted repudiation or revocation of any such
guaranty, or the participation by any such guarantor in any other event
described in this Paragraph 16 (as if this Paragraph 16 referred to such
guarantor in place of Tenant); or (g) any other event, act or omission which any
other provision of this Lease identifies as an Event of Default. Any notice of
any failure of Tenant required under this Paragraph 16 shall be in lieu of, and
not in addition to, any notice required under Section 1161 ET SEQ. of the
California Code of Civil Procedure.

17.      REMEDIES. Upon the occurrence of any Event of Default by Tenant,
Landlord shall have, in addition to any other remedies available to Landlord at
law or in equity (all of which remedies shall be distinct, separate, and
cumulative), the option to pursue any one (1) or more of the following remedies,
each and all of which shall be cumulative and nonexclusive, without any notice
or demand whatsoever:

         (a)       Terminate this Lease, and Landlord may recover from Tenant
the following: (i) the worth at the time of any unpaid rent which has been
earned at the time of such termination; plus (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 Tenant proves could have been reasonably avoided; plus (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 Tenant proves could have been reasonably avoided; plus (iv) any
other amount necessary to compensate Landlord for all the


                                      -6-
<PAGE>


detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom (specifically including, without limitation, brokerage
commissions and advertising expenses incurred, expenses of remodeling the
Premises or any portion thereof for a new tenant, whether for the same or a
different use, and any special concessions made to obtain a new tenant); and (v)
at Landlord's election, such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time by applicable law. The term
"RENT" as used in this Paragraph 17(a) shall be deemed to be and to mean all
sums of every nature required to be paid by Tenant pursuant to the terms of this
Lease, whether to Landlord or to others. As used in Paragraphs 17(a)(i) and
(ii), above, the "WORTH AT THE TIME OF award" shall be computed by allowing
interest at the Default Rate, but in no case greater than the maximum amount of
such interest permitted by law. As used in Paragraph 17(a)(iii) above, the
"WORTH AT THE TIME OF AWARD" 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 (1%).

         (b)       Landlord shall have the remedy described in California
Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's
breach and abandonment and recover rent as it becomes due, if lessee has the
right to sublet or assign, subject only to reasonable limitations).
Accordingly, if Landlord does not elect to terminate this Lease on account of
any Event of Default by Tenant, Landlord may, from time to time, without
terminating this Lease, enforce all of its rights and remedies under this
Lease, including the right to recover all Rent as it becomes due.

         (c)       Landlord shall at all times have the rights and remedies
(which shall be cumulative with each other and cumulative and in addition to
those rights and remedies available under Paragraphs 17(a) and 17(b) above,
or any law or other provision of this Lease), without prior demand or notice
except as required by applicable law, to seek any declaratory, injunctive, or
other equitable relief, and specifically enforce this Lease, or restrain or
enjoin a violation or breach of any provision hereof.

         (d)       Following the occurrence of three instances of payment of
Rent more than ten (10) days late in any twelve (12) month period, the late
charge set forth in Paragraph 4 shall apply from the date payment was due and
Landlord may, without prejudice to any other rights or remedies available to
it, upon written notice to Tenant, require that all remaining monthly
installments of Rent payable under this Lease shall be payable by cashier's
check or electronic funds transfer three (3) months in advance, and may
require that Tenant increase the Security Deposit to an amount equal to three
times the current month's Rent at the time of the most recent default. In
addition, (i) upon the occurrence of an Event of Default by Tenant, if the
Premises or any portion thereof are sublet, Landlord may, at its option and
in addition and without prejudice to any other remedies herein provided or
provided by law, collect directly from the sublessee(s) all rentals becoming
due to the Tenant and apply such rentals against other sums due hereunder to
Landlord; (ii) without prejudice to any other right or remedy of Landlord, if
Tenant shall be in default under this Lease, Landlord may cure the same at
the expense of Tenant (A) immediately and without notice in the case (1) of
emergency, (2) where such default unreasonably interferes with any other
tenant in the Building, or (3) where such default will result in the
violation of any Regulation or the cancellation of any insurance policy
maintained by Landlord, and (B) in any other case if such default Continues
for ten (10) days following the receipt by Tenant of notice of such default
from Landlord and all costs incurred by Landlord in curing such default(s),
including, without limitation, attorneys' fees, shall be reimbursable by
Tenant as Rent hereunder upon demand, together with interest thereon, from
the date such costs were incurred by Landlord, at the Default Rate; and (iii)
Tenant hereby waives for Tenant and for all those claiming under Tenant all
rights now and hereafter existing to redeem by order or judgment of any court
or by any legal process or writ, Tenant's right of occupancy of the Premises
after any termination of this Lease.

18.      SURRENDER OF PREMISES. No act by Landlord shall be deemed an acceptance
of a surrender of the Premises, and no agreement to accept a surrender of the
Premises shall be valid unless it is in writing and signed by Landlord. At the
expiration or earlier termination of this Lease, Tenant shall deliver to
Landlord all keys (including any electronic access devices and the like) to the
Premises, and Tenant shall deliver to Landlord the Premises in the same
condition as existed on the date Tenant originally took possession thereof,
ordinary wear and tear excepted, provided that ordinary wear and tear shall not
include repair and clean up items. By way of example, but without limitation,
repair and clean up items shall include cleaning of all interior walls, carpets
and floors, replacement of damaged or missing ceiling or floor tiles, window
coverings or cover plates, removal of any Tenant-introduced markings, and repair
of all holes and gaps and repainting required thereby, as well as the removal
requirements below. In addition, prior to the expiration of the Term or any
sooner termination thereof, (a) Tenant shall remove such Alterations as Landlord
shall request and shall restore the portion of the Premises affected by such
Alterations and such removal to its condition existing immediately prior to the
making of such Alterations, (b) Tenant shall remove from the Premises all
unattached trade fixtures, furniture, equipment and personal property located in
the Premises, including, without limitation, phone equipment, wiring, cabling
and all garbage, waste and debris, and (c) Tenant shall repair all damage to the
Premises or the Project caused by any such removal including, without
limitation, full restoration of all holes and gaps resulting from any such
removal and repainting required thereby. All personal property and fixtures of
Tenant not so removed shall, to the extent permitted under applicable
Regulations, be deemed to have been abandoned by Tenant and may be appropriated,
sold, stored, destroyed, or otherwise disposed of by Landlord without notice to
Tenant and without any obligation to account for such items.

19.      HOLDING OVER. If Tenant holds over after the expiration or earlier
termination of the Term hereof, with or without the express or implied consent
of Landlord, Tenant shall become and be only a tenant at sufferance at a daily
rent equal to one-thirtieth of the greater of (a) the then prevailing monthly
fair market rental rate as determined by Landlord in its sole and absolute
discretion, or (b) ONE HUNDRED FIFTY PERCENT (150%) FOR FIRST MONTH AND two
hundred percent (200%) THEREAFTER of the monthly installment of Base Rent (and
estimated Additional Rent payable under Paragraph 3.2) payable by Tenant
immediately prior to such expiration or termination, and otherwise upon the
terms, covenants and conditions herein specified, so far as applicable, as
reasonably determined by Landlord. Neither any provision hereof nor any
acceptance by Landlord of any Rent after any such expiration or earlier
termination (including, without limitation, through any "lockbox") shall be
deemed a consent to any holdover hereunder or result in a renewal of this Lease
or an extension of the Term, or any waiver of any of Landlord's rights or
remedies with respect to such holdover. Notwithstanding any provision to the
contrary contained herein, (i) Landlord expressly reserves the right to require
Tenant to surrender possession of the Premises upon the expiration of the Term
or upon the earlier termination hereof or at any time during any holdover, and
the right to assert any remedy at law or in equity to evict Tenant and collect
damages in connection with any such holdover, and (ii) Tenant shall indemnify,
defend and hold Landlord harmless from and against any and all claims, demands,
actions, proceedings, losses, damages, liabilities, obligations, penalties,
costs and expenses, including, without limitation, all lost profits and other
consequential damages, attorneys' fees, consultants' fees and court costs
incurred or suffered by or asserted against Landlord by reason of Tenant's
failure to surrender the Premises on the expiration or earlier termination of
this Lease in accordance with the provisions of this Lease.

20.      SUBSTITUTION SPACE. Upon at least sixty (60) days' prior written
notice, Landlord may relocate Tenant within the Project (or to any other
facility owned by Landlord within the vicinity of the Project) to space which is
comparable in size, utility and condition to the Premises. If Landlord relocates
Tenant, Landlord shall (a) reimburse Tenant for Tenant's reasonable
out-of-pocket expenses for moving Tenant's furniture, equipment and supplies
from the Premises to the relocation space and for reprinting Tenant's stationery
of the same quality and quantity as Tenant's stationery supply on hand
immediately before Landlord's notice to Tenant of the exercise of this
relocation right, and (b) improve the relocation space with improvements
substantially similar to those Landlord is committed to provide or has provided
in the Premises under this Lease. Upon such relocation, the relocation space
shall be deemed to be the Premises and the terms of this Lease shall remain in
full force and shall apply to the relocation space;


                                      -7-
<PAGE>


provided, however, that (i) if the rentable area of the relocation space is
smaller than rentable area of the Premises, then Tenant shall be entitled (from
and after the relocation date) to a reduction in Base Rent in proportion to the
reduction in the rentable area of the Premises, with a corresponding reduction
in Tenant's Proportionate Share and (ii) if the rentable area of the relocation
space is larger than the rentable area of the Premises, then the Base Rent and
Tenant's Proportionate Share shall not be modified in any way.

21.      MISCELLANEOUS.

         21.1      LANDLORD TRANSFERS AND LIABILITY. Landlord may, without
restriction, sell, assign or transfer in any manner all or any portion of the
Project, any interest therein or any of Landlord's rights under this Lease.
If Landlord assigns its rights under this Lease, then Landlord shall
automatically be released from any further obligations hereunder, provided
that the assignee thereof assumes in writing all of Landlord's obligations
hereunder accruing after such assignment. The liability of Landlord to Tenant
for any default by Landlord under the terms of this Lease or with respect to
any obligation or liability related to the Premises or the Project shall be
recoverable only from the interest of Landlord in the Project, and neither
Landlord nor any affiliate thereof shall have any personal liability with
respect thereto and in no case shall Landlord be liable to Tenant for any
lost profits, damage to business, or any form of special, indirect or
consequential damage on account of any breach of this Lease.

         21.2      ESTOPPEL CERTIFICATES FINANCIAL STATEMENTS. At any time
and from time to time during the Term, Tenant shall, without charge, execute,
acknowledge and deliver to Landlord within ten (10) days after Landlord's
request therefor, an estoppel certificate in recordable form containing such
factual certifications and other provisions as are found in the estoppel
certificate forms requested by institutional lenders and purchasers. Tenant
agrees in any case that (a) the foregoing certificate may be relied on by
anyone holding or proposing to acquire any interest in the Project from or
through Landlord or by any mortgagee or lessor or prospective mortgagee or
lessor of the Project or of any interest therein and (b) the form of estoppel
certificate shall be in the form of, at Landlord's election, the standard
form of such present or prospective lender, lessor or purchaser (or any form
substantially similar thereto), or any other form that Landlord shall
reasonably select. At the request of Landlord from time to time, Tenant shall
provide to Landlord within ten (10) days of Landlord's request therefor
Tenant's and any guarantor's current financial statements.

         21.3      NOTICES. Notices, requests, consents or other
communications desired or required to be given by or on behalf of Landlord or
Tenant under this Lease shall be effective only if given in writing and sent
by (a). registered or certified United States mail, postage prepaid, (b)
nationally recognized express mail courier that provides written evidence of
delivery, fees prepaid, or (c) facsimile and United States mail, postage
prepaid, and addressed as set forth in the Basic Lease Information, or at
such other address in the State of California as may be specified from time
to time, in writing, or, if to Tenant, at the Premises. Any such notice,
request, consent, or other communication shall only be deemed given (i) if
sent by registered or certified United States mail, on the day it is
officially delivered to or refused by the intended recipient, (ii) if sent by
nationally recognized express mail courier, on the date it is officially
recorded by such courier, (iii) if delivered by facsimile, on the date the
sender obtains written telephonic confirmation that the electronic
transmission was received, or (iv) if delivered personally, upon delivery or,
if refused by the intended recipient, upon attempted delivery.

         21.4      PAYMENT BY TENANT: NON-WAIVER. Landlord's acceptance of
Rent (including, without limitation, through any "lockbox") following an
Event of Default shall not waive Landlord's rights regarding such Event of
Default. No waiver by Landlord of any violation or breach of any of the terms
contained herein shall waive Landlord's rights regarding any future violation
of such terms. Landlord's acceptance of any partial payment of Rent shall not
waive Landlord's rights with regard to the remaining portion of the Rent that
is due, regardless of any endorsement or other statement on any instrument
delivered in payment of Rent or any writing delivered in connection
therewith; accordingly, Landlord's acceptance of a partial payment of Rent
shall not constitute an accord and satisfaction of the full amount of the
Rent that is due.

         21.5      CERTAIN RIGHTS RESERVED BY LANDLORD. Landlord hereby
reserves and shall have the following rights with respect to the Premises and
the Project: (a) to decorate and to make inspections, repairs, alterations,
additions, changes, or improvements, whether structural or otherwise, in and
about the Project, the Building, the Premises or any part thereof; to enter
upon the Premises and, during the continuance of any such work, to
temporarily close doors, entryways, public space, and corridors in the
Project or the Building; to interrupt or suspend temporarily Building
services and facilities; to change the name of the Building or the Project;
and to change the arrangement and location of entrances or passageways,
doors, and doorways, corridors, elevators, stairs, restrooms, common areas,
or other public parts of the Building or the Project; (b) to take such
measures as Landlord deems advisable in good faith for the security of the
Building and its occupants; to temporarily deny access to the Building to any
person; and to close the Building after ordinary business hours and on
Sundays and Holidays, subject, however, to Tenant's right to enter when the
Building is closed after ordinary business hours under such rules and
regulations as Landlord may reasonably prescribe from time to time during the
Term; and (c) to enter the Premises at reasonable hours (or at any time in an
emergency) to perform repairs, to take any action authorized hereunder, or to
show the Premises to prospective purchasers or lenders, or, during the last
six (6) months of the Term, prospective tenants.

         21.6      MISCELLANEOUS. If any clause or provision of this Lease is
illegal, invalid, or unenforceable under present or future laws, then the
remainder of this Lease shall not be affected thereby. This Lease may not be
amended except by instrument in writing signed by Landlord and Tenant. No
provision of this Lease shall be deemed to have been waived by Landlord
unless such waiver is in writing signed by Landlord. The terms and conditions
contained in this Lease shall inure to the benefit of and be binding upon the
parties hereto, and upon their respective successors in interest and legal
representatives, except as otherwise herein expressly provided. This Lease
constitutes the entire agreement between Landlord and Tenant regarding the
subject matter hereof and supersedes all oral statements and prior writings
relating thereto. Tenant and the person or persons signing on behalf of
Tenant represent and warrant that Tenant has full right and authority to
enter into this Lease, and that all persons signing this Lease on its behalf
are authorized to do so. If Tenant is comprised of more than one party, each
such party shall be jointly and severally liable for Tenant's obligations
under this Lease. All exhibits and attachments attached hereto are
incorporated herein by this reference. This Lease shall be governed by and
construed in accordance with the laws of the State of California. In any
action which Landlord or Tenant brings to enforce its respective rights
hereunder, the unsuccessful party shall pay all costs incurred by the
prevailing party, including without limitation, reasonable attorneys' fees
and court costs. Tenant shall not record this Lease or any memorandum hereof.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE RIGHT
TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR WITH RESPECT TO THIS
LEASE. Submission of this Lease to Tenant does not constitute an option or
offer to lease and this Lease is not effective otherwise until execution and
delivery by both Landlord and Tenant. This Lease may be executed in any
number of counterparts, each of which shall be deemed an original. Time is of
the essence as to the performance of each covenant hereunder in which time of
performance is a factor.

22.      ADDENDA/ADDITIONAL PROVISIONS.


                                      -8-
<PAGE>


22.1.             SATELLITE(S). TENANT SHALL HAVE THE RIGHT TO INSTALL, AND
                  SHALL MAINTAIN, ON THE ROOF OF 2099 GATEWAY PLACE. TWO (2)
                  SATELLITE ANTENNA DISHES, WHICH MAY BE UP TO 1.2 METERS IN
                  DIAMETER EACH, AT A CHARGE OF $150.00 PER MONTH EACH, TERMS
                  AND CONDITIONS FOR SUCH SATELLITE DISH SHALL BE COVERED UNDER
                  A SEPARATE AGREEMENT.

22.2.             OPTION TO RENEW. TENANT SHALL, PROVIDED THIS LEASE IS IN FULL
                  FORCE AND EFFECT AND TENANT IS NOT AND HAS NOT BEEN IN DEFAULT
                  UNDER ANY OF THE TERMS AND CONDITIONS OF THIS LEASE, HAVE ONE
                  SUCCESSIVE OPTION TO RENEW THIS LEASE FOR A TERM OF THREE
                  YEAR(S), FOR THE PREMISES IN "AS IN" CONDITION AND ON THE SAME
                  TERMS AND CONDITIONS SET FORTH IN THIS LEASE, EXCEPT AS
                  MODIFIED BY THE TERMS, COVENANTS AND CONDITIONS SET FORTH
                  BELOW:

         (1)      IF TENANT ELECTS TO EXERCISE SUCH OPTION, THEN TENANT SHALL
                  PROVIDE LANDLORD WITH WRITTEN NOTICE NO EARLIER THAN THE DATE
                  WHICH IS 270 DAYS PRIOR TO THE EXPIRATION OF THE THEN CURRENT
                  TERM OF THIS LEASE. BUT NO LATER THAN 5:00 P.M. (PACIFIC
                  STANDARD TIME) ON THE DATE WHICH IS 180 DAYS PRIOR TO THE
                  EXPIRATION OF THE THEN CURRENT TERM OF THIS LEASE. IF TENANT
                  FAILS TO PROVIDE SUCH NOTICE. TENANT SHALL HAVE NO FURTHER OR
                  ADDITIONAL RIGHT TO EXTEND OR RENEW THE TERM OF THIS LEASE.

         (2)      THE BASE RENT IN EFFECT AT THE EXPIRATION OF THE THEN CURRENT
                  TERM OF THIS LEASE SHALL BE INCREASED TO REFLECT THE THEN
                  CURRENT FAIR MARKET RENTAL FOR COMPARABLE SPACE IN THE
                  BUILDING OR PROJECT AND IN OTHER SIMILAR BUILDINGS IN THE SAN
                  JOSE AIRPORT AREA SAME RENTAL MARKET AS OF THE DATE THE
                  RENEWAL TERM IS TO COMMENCE, TAKING INTO ACCOUNT THE SPECIFIC
                  PROVISIONS OF THIS LEASE WHICH WILL REMAIN CONSTANT, AND THE
                  BUILDING AMENITIES, LOCATION, IDENTITY, QUALITY, AGE,
                  CONDITIONS, TERM OF LEASE, TENANT IMPROVEMENTS, SERVICES
                  PROVIDED, AND OTHER PERTINENT ITEMS.

         (3)      LANDLORD SHALL ADVISE TENANT OF THE NEW BASE RENT FOR THE
                  PREMISES FOR THE APPLICABLE RENEWAL TERM WHICH WILL BE BASED
                  ON LANDLORD'S DETERMINATION OF FAIR MARKET RENTAL VALUE AS
                  WELL AS ADDITIONAL TERMS AND CONDITIONS FOR THE RENEWAL TERM,
                  NO LATER THAN FIFTEEN (15) DAYS AFTER RECEIPT OF NOTICE OF
                  TENANT'S EXERCISE OF ITS OPTION TO RENEW. TENANT SHALL HAVE
                  THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTIFICATION FROM
                  LANDLORD TO ACCEPT THE NEW BASE RENT, TERMS AND CONDITIONS. IF
                  TENANT DOES NOT ACCEPT LANDLORD'S DETERMINATION OF THE NEW
                  BASE RENT, TERMS AND CONDITIONS WITHIN SUCH THIRTY (30) DAY
                  PERIOD, THIS OPTION SHALL BE NULL AND VOID, AND LANDLORD SHALL
                  HAVE NO FURTHER OBLIGATION TO TENANT AND MAY ENTER INTO A
                  LEASE FOR THE PREMISES WITH A THIRD PARTY ON SUCH TERMS AND
                  CONDITIONS AS LANDLORD MAY DETERMINE IN ITS SOLE DISCRETION.

         (4)      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
                  PARAGRAPH, IN NO EVENT SHALL THE BASE RENT FOR ANY RENEWAL
                  TERM BE LESS THAN THE BASE RENT IN EFFECT AT THE EXPIRATION OF
                  THE PREVIOUS TERM. IN ADDITION, LANDLORD SHALL HAVE NO
                  OBLIGATION TO PROVIDE OR PAY FOR ANY TENANT IMPROVEMENTS OR
                  BROKERAGE COMMISSIONS DURING ANY RENEWAL TERM.

         (5)      TENANT'S RIGHT TO EXERCISE ANY OPTION(S) TO RENEW UNDER THIS
                  PARAGRAPH SHALL BE CONDITIONED UPON TENANT OCCUPYING THE
                  ENTIRE PREMISES AND THE SAME NOT BEING OCCUPIED BY ANY
                  ASSIGNEE, SUBTENANT OR LICENSEE OTHER THAN TENANT OR ITS
                  AFFILIATE AT THE TIME OF EXERCISE OF ANY OPTION AND
                  COMMENCEMENT OF THE RENEWAL TERM. TENANT'S EXERCISE OF ANY
                  OPTION TO RENEW SHALL CONSTITUTE A REPRESENTATION BY TENANT TO
                  LANDLORD THAT AS OF THE DATE OF EXERCISE OF THE OPTION AND THE
                  COMMENCEMENT OF THE APPLICABLE RENEWAL TERM, TENANT DOES NOT
                  INTEND TO SEEK TO ASSIGN THIS LEASE IN WHOLE OR IN PART, OR
                  SUBLET ALL OR ANY PORTION OF THE PREMISES.

         (6)      ANY EXERCISE BY TENANT OF ANY OPTION TO RENEW UNDER THIS
                  PARAGRAPH SHALL BE IRREVOCABLE. IF REQUESTED BY LANDLORD,
                  TENANT AGREES TO EXECUTE A LEASE AMENDMENT OR, AT LANDLORD'S
                  OPTION, A NEW LEASE AGREEMENT ON LANDLORD'S THEN STANDARD
                  LEASE FORM FOR THE BUILDING, REFLECTING THE FOREGOING TERMS
                  AND CONDITIONS, PRIOR TO THE COMMENCEMENT OF THE RENEWAL TERM,
                  THE OPTION(S) TO RENEW GRANTED UNDER THIS PARAGRAPH IS/ARE NOT
                  TRANSFERABLE; THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT
                  THEY INTEND THAT EACH OPTION TO RENEW THIS LEASE UNDER THIS
                  PARAGRAPH SHALL BE "PERSONAL" TO THE SPECIFIC TENANT NAMED IN
                  THIS LEASE AND THAT IN NO EVENT WILL ANY ASSIGNEE OR SUBLESSEE
                  HAVE ANY RIGHTS TO EXERCISE SUCH OPTION(S) TO RENEW.


                                      -9-

<PAGE>


                                    EXHIBIT A
                              Rules and Regulations

                               ZAPME! Corporation

1.   Driveways, sidewalks, halls, passages, exits, entrances, elevators,
     escalators and stairways shall not be obstructed by tenants or used by
     tenants for any purpose other than for ingress to and egress from their
     respective premises. The driveways, sidewalks, halls, passages, exits,
     entrances, elevators and stairways are not for the use of the general
     public and Landlord shall in all cases retain the right to control and
     prevent access thereto by all persons whose presence, in the judgment of
     Landlord, shall be prejudicial to the safety, character, reputation and
     interests of the Building, the Project and its tenants, provided that
     nothing herein contained shall be construed to prevent such access to
     persons with whom any tenant normally deals in the ordinary course of such
     tenant's business unless such persons are engaged in illegal activities. No
     tenant, and no employees or invitees of any tenant, shall go upon the roof
     of any Building, except as authorized by Landlord. No tenant, and no
     employees or invitees of any tenant shall move any common area furniture
     without Landlord's consent.

2.   No sign, placard, banner, picture, name, advertisement or notice, visible
     from the exterior of the Premises or the Building or the common areas of
     the Building shall be inscribed, painted, affixed, installed or otherwise
     displayed by Tenant either on its Premises or any part of the Building or
     Project without the prior written consent of Landlord in Landlord's sole
     and absolute discretion. Landlord shall have the right to remove any such
     sign, placard, banner, picture, name, advertisement, or notice without
     notice to and at the expense of Tenant, which were installed or displayed
     in violation of this rule. If Landlord shall have given such consent to
     Tenant at any time, whether before or after the execution of Tenant's
     Lease, such consent shall in no way operate as a waiver or release of any
     of the provisions hereof of the Lease, and shall be deemed to relate only
     to the particular sign, placard, banner, picture, name, advertisement or
     notice so consented to by Landlord and shall not be construed as dispensing
     with the necessity of obtaining the specific written consent of Landlord
     with respect to any other such sign, placard, banner, picture, name,
     advertisement or notice.

All approved signs or lettering on doors and walls shall be printed, painted,
     affixed or inscribed at the expense of Tenant by a person or vendor
     approved by Landlord and shall be removed by Tenant at the time of vacancy
     at Tenant's expense.

3.   The directory of the Building or Project will be provided exclusively for
     the display of the name and location of tenants only and Landlord reserves
     the right to charge for the use thereof and to exclude any other names
     therefrom.

4.   No curtains, draperies, blinds, shutters, shades, screens or other
     coverings, awnings, hangings or decorations shall be attached to, hung or
     placed in, or used in connection with, any window or door on the Premises
     without the prior written consent of Landlord. In any event with the prior
     written consent of Landlord, all such items shall be installed inboard of
     Landlord's standard window covering and shall in no way be visible from the
     exterior of the Building. All electrical ceiling fixtures hung in offices
     or spaces along the perimeter of the Building must be fluorescent or of a
     quality, type, design, and bulb color approved by Landlord. No articles
     shall be placed or kept on the window sills so as to be visible from the
     exterior of the Building. No articles shall be placed against glass
     partitions or doors which Landlord considers unsightly from outside
     Tenant's Premises.

5.   Landlord reserves the right to exclude from the Building and the Project,
     between the hours of 6 p.m. and 8 a.m. and at all hours on Saturdays,
     Sundays and legal holidays, all persons who are not tenants or their
     accompanied guests in the Building. Each tenant shall be responsible for
     all persons for whom it allows to enter the Building or the Project and
     shall be liable to Landlord for all acts of such persons.

Landlord and its agents shall not be liable for damages for any error concerning
     the admission to, or exclusion from, the Building or the Project of any
     person.

During the continuance of any invasion, mob, riot, public excitement or other
     circumstance rendering such action advisable in Landlord's opinion,
     Landlord reserves the right (but shall not be obligated) to prevent access
     to the Building and the Project during the continuance of that event by any
     means it considers appropriate for the safety of tenants and protection of
     the Building, property in the Building and the Project.

6.   All cleaning and janitorial services for the Building and the Premises
     shall be provided exclusively through Landlord. Except with the written
     consent of Landlord, no person or persons other than those approved by
     Landlord shall be permitted to enter the Building for the purpose of
     cleaning the same. Tenant shall not cause any unnecessary labor by reason
     of Tenant's carelessness or indifference in the preservation of good order
     and cleanliness of its Premises. Landlord shall in no way be responsible to
     Tenant for any loss of property on the Premises, however occurring, or for
     any damage done to Tenant's property by the janitor or any other employee
     or any other person.

7.   Tenant shall see that all doors of its Premises are closed and securely
     locked and must observe strict care and caution that all water faucets or
     water apparatus, coffee pots or other heat-generating devices are entirely
     shut off before Tenant or its employees leave the Premises, and that all
     utilities shall likewise be carefully shut off, so as to prevent waste or
     damage. Tenant shall be responsible for any damage or injuries sustained by
     other tenants or occupants of the Building or Project or by Landlord for
     noncompliance with this rule. On multiple-tenancy floors, all tenants shall
     keep the door or doors to the Building corridors dosed at all times except
     for ingress and egress.

8.   Tenant shall not use any method of heating or air-conditioning other than
     that supplied by Landlord. As more specifically provided in Tenant's lease
     of the Premises, Tenant shall not waste electricity, water or
     air-conditioning and agrees to cooperate fully with Landlord to assure the
     most effective operation of the Building's heating and air-conditioning,
     and shall refrain from attempting to adjust any controls other than room
     thermostats installed for Tenant's use.

9.   Landlord will furnish Tenant free of charge with two keys to each door in
     the Premises. Landlord may make a reasonable charge for any additional
     keys, and Tenant shall not make or have made additional keys. Tenant shall
     not alter any lock or access device or install a new or additional lock or
     access device or bolt on any door of its Premises, without the prior
     written consent of Landlord. If Landlord shall give its consent, Tenant
     shall in each case furnish Landlord with a key for any such lock. Tenant,
     upon the termination of its tenancy, shall deliver to Landlord the keys for
     all doors which have been furnished to Tenant, and in the event of loss of
     any keys so furnished, shall pay Landlord therefor.

                              Exhibit A - Page 1

<PAGE>


10.  The restrooms, toilets, urinals, wash bowls and other apparatus shall not
     be used for any purpose other than that for which they were constructed and
     no foreign substance of any kind whatsoever shall be thrown into them. The
     expense of any breakage, stoppage, or damage resulting from violation of
     this rule shall be borne by the tenant who, or whose employees or invitees,
     shall have caused the breakage, stoppage, or damage.

11.  Tenant shall not use or keep in or on the Premises, the Building or the
     Project any kerosene, gasoline, or inflammable or combustible fluid or
     material.

12.  Tenant shall not use, keep or permit to be used or kept in its Premises any
     foul or noxious gas or substance. Tenant shall not allow the Premises to be
     occupied or used in a manner offensive or objectionable to Landlord or
     other occupants of the Building by reason of noise, odors and/or vibrations
     or interfere in any way with other tenants or those having business
     therein, nor shall any animals or birds be brought or kept in or about the
     Premises, the Building, or the Project.

13.  No cooking shall be done or permitted by any tenant on the Premises, except
     that use by the tenant of Underwriters' Laboratory (UL) approved equipment,
     refrigerators and microwave ovens may be used in the Premises for the
     preparation of coffee, tea, hot chocolate and similar beverages, storing
     and heating food for tenants and their employees shall be permitted. All
     uses must be in accordance with all applicable federal, state and city
     laws, codes, ordinances, rules and regulations and the Lease.

14.  Except with the prior written consent of Landlord, Tenant shall not sell,
     or permit the sale, at retail, of newspapers, magazines, periodicals,
     theater tickets or any other goods or merchandise in or on the Premises,
     nor shall Tenant carry on, or permit or allow any employee or other person
     to carry on, the business of stenography, typewriting or any similar
     business in or from the Premises for the service or accommodation of
     occupants of any other portion of the Building, nor shall the Premises be
     used for the storage of merchandise or for manufacturing of any kind, or
     the business of a public barber shop, beauty parlor, nor shall the Premises
     be used for any illegal, improper, immoral or objectionable purpose, or any
     business or activity other than that specifically provided for in such
     Tenant's Lease. Tenant shall not accept hairstyling, barbering, shoeshine,
     nail, massage or similar services in the Premises or common areas except as
     authorized by Landlord.

15.  If Tenant requires telegraphic, telephonic, telecommunications, data
     processing, burglar alarm or similar services, it shall first obtain, and
     comply with, Landlord's instructions in their installation. The cost of
     purchasing, installation and maintenance of such services shall be borne
     solely by Tenant.

16.  Landlord will direct electricians as to where and how telephone, telegraph
     and electrical wires are to be introduced or installed. No boring or
     cutting for wires will be allowed without the prior written consent of
     Landlord. The location of burglar alarms, telephones, call boxes and other
     office equipment affixed to the Premises shall be subject to the prior
     written approval of Landlord.

17.  Tenant shall not install any radio or television antenna, satellite dish,
     loudspeaker or any other device on the exterior walls or the roof of the
     Building, without Landlord's consent. Tenant shall not interfere with radio
     or television broadcasting or reception from or in the Building, the
     Project or elsewhere.

18.  Tenant shall not mark, or drive nails, screws or drill into the partitions,
     woodwork or drywall or in any way deface the Premises or any part thereof
     without Landlord's consent. Tenant may install nails and screws in areas of
     the Premises that have been identified for those purposes to Landlord by
     Tenant at the time those walls or partitions were installed in the
     Premises. Tenant shall not lay linoleum, the, carpet or any other floor
     covering so that the same shall be affixed to the floor of its Premises in
     any manner except as approved in writing by Landlord. The expense of
     repairing any damage resulting from a violation of this rule or the removal
     of any floor covering shall be borne by the tenant by whom, or by whose
     contractors, employees or invitees, the damage shall have been caused.

19.  No furniture, freight, equipment, materials, supplies, packages,
     merchandise or other property will be received in the Building or carried
     up or down the elevators except between such hours and in such elevators as
     shall be designated by Landlord.

Tenant shall not place a load upon any floor of its Premises which exceeds the
     load per square foot which such floor was designed to carry or which is
     allowed by law. Landlord shall have the right to prescribe the weight, size
     and position of all safes, furniture or other heavy equipment brought into
     the Building. Safes or other heavy objects shall, if considered necessary
     by Landlord, stand on wood strips of such thickness as determined by
     Landlord to be necessary to properly distribute the weight thereof.
     Landlord will not be responsible for loss of or damage to any such safe,
     equipment or property from any cause, and all damage done to the Building
     by moving or maintaining any such safe, equipment or other property shall
     be repaired at the expense of Tenant.

Business machines and mechanical equipment belonging to Tenant which cause noise
     or vibration that may be transmitted to the structure of the Building or to
     any space therein to such a degree as to be objectionable to Landlord or to
     any tenants in the Building shall be placed and maintained by Tenant, at
     Tenant's expense, on vibration eliminators or other devices sufficient to
     eliminate noise or vibration. The persons employed to move such equipment
     in or out of the Building must be acceptable to Landlord.

20.  Tenant shall not install, maintain or operate upon its Premises any vending
     machine without the written consent of Landlord.

21.  There shall not be used in any space, or in the public areas of the Project
     either by Tenant or others, any hand trucks except those equipped with
     rubber tires and side guards or such other material handling equipment as
     Landlord may approve. Tenants using hand trucks shall be required to use
     the freight elevator, or such elevator as Landlord shall designate. No
     other vehicles of any kind shall be brought by Tenant into or kept in or
     about its Premises.

22.  Each tenant shall store all its trash and garbage within the interior of
     the Premises. Tenant shall not place in the trash boxes or receptacles any
     personal trash or any material that may not or cannot be disposed of in the
     ordinary and customary manner of removing and disposing of trash and
     garbage in the city, without violation of any law or ordinance governing
     such disposal. All trash, garbage and refuse disposal shall be made only
     through entry-ways and elevators provided for such purposes and at such
     times as Landlord shall designate. If the Building has implemented a
     building-wide recycling program for tenants, Tenant shall use good faith
     efforts to participate in said program.

                              Exhibit A - Page 2

<PAGE>


23.  Canvassing, soliciting, distribution of handbills or any other written
     material and peddling in the Building and the Project are prohibited and
     each tenant shall cooperate to prevent the same. No tenant shall make
     room-to-room solicitation of business from other tenants in the Building or
     the Project, without the written consent of Landlord.

24.  Landlord shall have the right, exercisable without notice and without
     liability to any tenant, to change the name and address of the Building and
     the Project.

25.  Landlord reserves the right to exclude or expel from the Project any person
     who, in Landlord's judgment, is under the influence of alcohol or drugs or
     who commits any act in violation of any of these Rules and Regulations.

26.  Without the prior written consent of Landlord, Tenant shall not use the
     name of the Building or the Project or any photograph or other likeness of
     the Building or the Project in connection with, or in promoting or
     advertising, Tenant's business except that Tenant may include the
     Building's or Project's name in Tenant's address.

27.  Tenant shall comply with all safety, fire protection and evacuation
     procedures and regulations established by Landlord or any governmental
     agency.

28.  Tenant assumes any and all responsibility for protecting its Premises from
     theft, robbery and pilferage, which includes keeping doors locked and other
     means of entry to the Premises closed.

29.  The requirements of Tenant will be attended to only upon appropriate
     application at the office of the Building by an authorized individual.
     Employees of Landlord shall not perform any work or do anything outside of
     their regular duties unless under special instructions from Landlord, and
     no employees of Landlord will admit any person (tenant or otherwise) to any
     office without specific instructions from Landlord.

30.  Landlord reserves the right to designate the use of the parking spaces on
     the Project. Tenant or Tenant's guests shall park between designated
     parking lines only, and shall not occupy two parking spaces with one car.
     Parking spaces shall be for passenger vehicles only; no boats, trucks,
     trailers, recreational vehicles or other types of vehicles may be parked in
     the parking areas (except that trucks may be loaded and unloaded in
     designated loading areas). Vehicles in violation of the above shall be
     subject to tow-away, at vehicle owner's expense. Vehicles parked on the
     Project overnight without prior written consent of the Landlord shall be
     deemed abandoned and shall be subject to tow-away at vehicle owner's
     expense. No tenant of the Building shall park in visitor or reserved
     parking areas. Any tenant found parking in such designated visitor or
     reserved parking areas or unauthorized areas shall be subject to tow-away
     at vehicle owner's expense. The parking areas shall not be used to provide
     car wash, oil changes, detailing, automotive repair or other services
     unless otherwise approved or furnished by Landlord. Tenant will from time
     to time, upon the request of Landlord, supply Landlord with a list of
     license plate numbers of vehicles owned or operated by its employees or
     agents.

31.  No smoking of any kind shall be permitted anywhere within the Building,
     including, without limitation, the Premises and those areas immediately
     adjacent to the entrances and exits to the Building, or any other area as
     Landlord elects. Smoking in the Project is only permitted in smoking areas
     identified by Landlord, which may be relocated from time to time.

32.  If the Building furnishes common area conferences rooms for tenant usage,
     Landlord shall have the right to control each tenant's usage of the
     conference rooms, including limiting tenant usage so that the rooms are
     equally available to all tenants in the Building. Any common area amenities
     or facilities shall be provided from time to time at Landlord's discretion.

33.  Tenant shall not swap or exchange building keys or cardkeys with other
     employees or tenants in the Building or the Project.

34.  Tenant shall be responsible for the observance of all of the foregoing
     Rules and Regulations by Tenant's employees, agents, clients, customers,
     invitees and guests.

35.  These Rules and Regulations are in addition to, and shall not be construed
     to in any way modify, alter or amend, in whole or in part, the terms,
     covenants, agreements and conditions of any lease of any premises in the
     Project.

36.  Landlord may waive any one or more of these Rules and Regulations for the
     benefit of any particular tenant or tenants, but no such waiver by Landlord
     shall be construed as a waiver of such Rules and Regulations in favor of
     any other tenant or tenants, nor prevent Landlord from thereafter enforcing
     any such Rules and Regulations against any or all tenants of the Building.

37.  Landlord reserves the right to make such other and reasonable rules and
     regulations as in its judgment may from time to time be needed for safety
     and security, for care and cleanliness of the Building and the Project and
     for the preservation of good order therein. Tenant agrees to abide by all
     such Rules and Regulations herein stated and any additional rules and
     regulations which are adopted.

                              Exhibit A - Page 3

<PAGE>

                                    EXHIBIT B

                              PROPERTY DESCRIPTION

That certain property situated in the City of San Jose, County of Santa Clara,
State of California, described as follows:

         ALL OF PARCELS A AND B, as shown upon that certain Parcel Map, entitled
"BEING ALL OF PARCEL 3 AS SHOWN ON THE PARCEL MAP RECORDED IN BOOK 451 OF MAPS
AT PAGES 17-18 AND LYING WITHIN THE CITY OF SAN JOSE, CALIFORNIA," which Map was
filed for record in the Office of the Recorder of the County of Santa Clara,
State of California on December 2, 1982 in Map Book 506 at pages 45-46, Santa
Clara County Records.

                                     (IMAGE)


<PAGE>



                                    EXHIBIT B
                                    CONTINUED





                                   Floor Plan

                                     (IMAGE)


<PAGE>



                                    EXHIBIT C

                               Tenant Improvements

                               ZAPME! Corporation

          1.   In consideration of the mutual covenants Contained in the Lease
of which this Exhibit C is a part, Landlord agrees to perform the following
initial tenant improvement work in the Premises ("Tenant Improvements")

         NONE

          2.   All the Tenant Improvements described above shall be performed by
Landlord at its cost and expense using Building Standard materials and in the
Building Standard manner. As used herein, "Building Standard" shall mean the
standards for a particular item selected from time to time by Landlord for the
Building or such other standards as may be mutually agreed upon between Landlord
and Tenant in writing.

          3.   Without limiting the "as-is" provisions of the Lease, Tenant
accepts the Premises in its "as-is" condition and acknowledges that Landlord has
no obligation to make any changes or improvements to the Premises or to pay any
costs expended or to be expended in connection with any such changes or
improvements, other than the Tenant Improvements specified in Paragraph 1 of
this Exhibit C.

          4.   Tenant shall not perform any work in the Premises (including,
without limitation, cabling, wiring, fixturization, painting, carpeting,
replacements or repairs) except in accordance with Paragraphs 7.1 and 7.3 of the
Lease.

                                     (IMAGE)


<PAGE>

                                    EXHIBIT D
                               TENANT'S INSURANCE

                               ZAPME! Corporation

Tenant shall, at Tenant's sole cost and expense, procure and keep in effect from
the date of this Lease and at all times until the end of the Term, the following
insurance coverage:

1.       Property Insurance. Insurance on all personal property and fixtures of
         Tenant and all improvements made by or for Tenant to the Premises on an
         "All Risk" or "Special Form" basis, for the full replacement value of
         such property. Such insurance shall be endorsed to name Landlord, any
         Holder of a Security Instrument and any other party specified by
         Landlord as a loss payee.

2.       Liability Insurance. Commercial General Liability insurance written on
         an ISO CG 00 01 10 93 or equivalent form, on an occurrence basis, with
         a per occurrence limit of at least $2,000,000, and a minimum general
         aggregate limit of at least $3,000,000, covering bodily injury and
         property damage liability occurring in or about the Premises or arising
         out of the use and occupancy of the Premises or the Project by Tenant
         or any Tenant Party. Such insurance shall include contractual liability
         coverage insuring Tenant's indemnity obligations under this Lease, and
         shall be endorsed to name Landlord, any Holder of a Security Instrument
         and any other party specified by Landlord as an additional insured with
         regard to liability arising out of the ownership, maintenance or use of
         the Premises.

3.       Worker's Compensation and Employer's Liability Insurance. (a) Worker's
         Compensation Insurance as required by any Regulation, and (b)
         Employer's Liability Insurance in amounts not less than $1,000,000 each
         accident for bodily injury by accident and for bodily injury by
         disease, and for each employee for bodily injury by disease.

4.       Commercial Auto Liability Insurance. Commercial auto liability
         insurance with a combined limit of not less than One Million Dollars
         ($1,000,000) for bodily injury and property damage for each accident.
         Such insurance shall cover liability relating to any auto (including
         owned, hired and non-owned autos).

5.       Alterations Requirements. In the event Tenant shall desire to perform
         any Alterations, Tenant shall deliver to Landlord, prior to commencing
         such Alterations (i) evidence satisfactory to Landlord that Tenant
         carries "Builder's Risk" insurance covering construction of such
         Alterations in an amount and form approved by Landlord, (it) such other
         insurance as Landlord shall nondiscriminatorily require, and (iii) a
         lien and completion bond or other security in form and amount
         satisfactory to Landlord.

6.       General Insurance Requirements. All coverages described in this Exhibit
         D shall be endorsed to (i) provide Landlord with thirty (30) days'
         notice of cancellation or change in terms; (it) waive all rights of
         subrogation by the insurance carrier against Landlord; and (iii) be
         primary and non-contributing with Landlord's insurance. If at any time
         during the Term the amount or coverage of insurance which Tenant is
         required to carry under this Exhibit D is, in Landlord's reasonable
         judgment, materially less than the amount or type of insurance coverage
         typically carried by owners or tenants of properties located in the
         general area in which the Premises are located which are similar to and
         operated for similar purposes as the Premises or if Tenant's use of the
         Premises should change with or without Landlord's consent, Landlord
         shall have the fight to require Tenant to increase the amount or change
         the types of insurance coverage required under this Exhibit D. All
         insurance policies required to be carried by Tenant under this Lease
         shall be written by companies rated AVII or better in "Best's Insurance
         Guide" and authorized to do business in the State of California.
         Deductible amounts under all insurance policies required to be carried
         by Tenant under this Lease shall not exceed $10,000 per occurrence.
         Tenant shall deliver to Landlord on or before the Term Commencement
         Date, and thereafter at least thirty (30) days before the expiration
         dates of the expired policies, certified copies of Tenant's insurance
         policies, or a certificate evidencing the same issued by the insurer
         thereunder, and, if Tenant shall fail to procure such insurance, or to
         deliver such policies or certificates, Landlord may, at Landlord's
         option and in addition to Landlord's other remedies in the event of a
         default by Tenant under the Lease, procure the same for the account of
         Tenant, and the cost thereof(with interest thereon at the Default Rate)
         shall be paid to Landlord as Additional Rent.

                                      -10-

<PAGE>

                                    EXHIBIT E

                          Parking Rules and Regulations

                               ZAPME! Corporation

1.    Cars must be parked entirely within painted stall lines.

2.    All directional signs and arrows must be observed.

3.    All posted speed limits for the parking areas shall be observed. If no
      speed limit is posted for an area, the speed limit shall be five (5) miles
      per hour.

4.    Parking is prohibited:

      (a)   in areas not striped for parking;

      (b)   in aisles;

      (c)   where "no parking" signs are posted;

      (d)   on ramps;

      (e)   in cross hatched areas; and

      (f)   in such other areas as may be designated by Landlord.

5.    Handicap and visitor stalls shall be used only by handicapped persons or
      visitors, as applicable.

6.    Parking stickers or any other device or form of identification supplied by
      Landlord from time to time (if any) shall remain the property of Landlord.
      Such parking identification device must be displayed as requested and may
      not be mutilated in any manner. The serial number of the parking
      identification device may not be obliterated. Devices are not transferable
      and any device may not be obliterated. Devices are not transferable and
      any device in possession of any unauthorized holder will be void. There
      will be a replacement charge payable by the parker and such parker's
      appropriate tenant equal to the amount posted from time to time by
      Landlord for loss of any magnetic parking card or any parking sticker.

7.    Every parker is required to park and lock his or her own car. All
      responsibility for damage to cars or persons is assumed by the parker.

8.    Loss or theft of parking identification devices must be reported to
      Landlord, and a report of such loss or theft must be filed by the parker
      at that time. Any parking identification devices reported lost or stolen
      found on any unauthorized car will be confiscated and the illegal holder
      will be subject to prosecution. Lost or stolen devices found by the parker
      must be reported to Landlord immediately to avoid confusion.

9.    Parking spaces are for the express purpose of parking one automobile per
      space. Washing, waxing, cleaning, or servicing of any vehicle by the
      parker and/or such person's agents is prohibited. The parking areas shall
      not be used for overnight or other storage for vehicles of any type.

10.   Landlord reserves the right to refuse the issuance of parking
      identification or access devices to any tenant and/or such tenant's
      employees, agents, visitors or representatives who willfully refuse to
      comply with the Parking Rules and Regulations and/or all applicable
      governmental ordinances, laws, or agreements.

11.   Tenant shall acquaint its employees, agents, visitors or representatives
      with the Parking Rules and Regulations, as they may be in effect from time
      to time.

12.   Any monthly rental for parking shall be paid one month in advance prior to
      the first day of such month. Failure to do so will automatically cancel
      parking privileges, and a charge of the prevailing daily rate will be due.
      No deductions or allowances from the monthly rental for parking will be
      made for days a parker does not use the parking facilities.

13.   Each parker shall pay a reasonable deposit for any parking card issued to
      such a person. Such deposit shall be paid at the time the parking card is
      issued and shall be forfeited if the parking card is lost. Such deposit
      shall be returned without interest, at the time such person ceases to
      utilize the parking facilities, upon surrender of the parking card. A
      reasonable replacement charge shall be paid to replace a lost card and an
      amount in excess of the initial deposit may be charged as the replacement
      fee.


<PAGE>

                      ADDENDUM NUMBER 1 TO LEASE AGREEMENT

                   SATELLITE DISH AGREEMENT ZAPME! CORPORATION

         THIS ADDENDUM TO LEASE AGREEMENT (this "ADDENDUM") IS ATTACHED TO AND
MADE A PART OF THAT CERTAIN LEASE AGREEMENT (the "LEASE") DATED August 16, 1999
BY AND BETWEEN SPIEKER PROPERTIES, L.P., A CALIFORNIA LIMITED PARTNERSHIP, AS
LANDLORD, AND ZAPME! CORPORATION, A CALIFORNIA CORPORATION, AS TENANT, COVERING
APPROXIMATELY 5,355 RENTABLE SQUARE FEET LOCATED AT 2099 GATEWAY PLACE, SUITE
320, SAN JOSE, CALIFORNIA (the "PREMISES").

NOTWITHSTANDING anything to the contrary contained in the Lease, the following
provisions of this Addendum shall be incorporated into and be a part of the
Lease and shall supersede any inconsistent provisions of the Lease.

                                   ROOF RIGHTS

1.       During the Term, Tenant shall have the nonexclusive right to install on
         the roof of the Building 2099 Gateway Place, San Jose, California two
         (2) satellite dishes, each of which is no more than 1.2 meters in
         diameter and does not exceed four hundred twenty pounds installed
         including ballast (approx. 11 psf), which shall be enclosed by a screen
         and the nonexclusive right to run connecting lines or cables thereto
         from the Premises (such satellite dish/antennae and such connecting
         lines and related equipment herein referred to collectively as the
         "Equipment"). Tenant shall not penetrate the roof in connection with
         any installation or reinstallation of the Equipment without Landlord's
         prior written consent, which may be withheld in Landlord's sole
         discretion. The plans and specifications for all the Equipment shall be
         delivered by Tenant to Landlord for Landlord's review and approval.
         Such plans and specifications, including, without limitation, the
         location of the Equipment, shall be approved by Landlord in writing
         prior to any installation. In no event shall the Equipment or any
         portion thereof be visible from street level. Prior to the commencement
         of any installation or other work performed on or about the Building,
         Landlord shall approve all contractors and subcontractors which shall
         perform such work. Tenant shall be responsible for any damage to the
         roof, conduit systems or other portions of the Building or Building
         systems as a result of Tenant's installation, maintenance and/or
         removal of the Equipment.

2.       Tenant shall pay to Landlord, as "additional rent", One Hundred Fifty
         Dollars ($150.00) per month for each satellite dish, for the use of the
         roof and roof space to accommodate Tenant's Equipment, which shall be
         due and payable on the first day of each month with each installment of
         Base Rent per the Lease.

3.       Tenant, at Tenant's sole cost and expense, shall comply with all
         Regulations regarding the installation, construction, operation,
         maintenance and removal of the Equipment and shall be solely
         responsible for obtaining and maintaining in force all permits,
         licenses and approvals necessary for such operations.

4.       Tenant shall be responsible for and promptly shall pay all taxes,
         assessments, charges, fees and other governmental impositions levied or
         assessed on the Equipment or based on the operation thereof.

5.       Landlord may require Tenant, at Tenant's sole cost and expense, to
         relocate the Equipment during the Term to a location approved by
         Tenant, which approval shall not be unreasonably withheld, conditioned
         or delayed. Tenant shall not change the location of, or alter or
         install additional Equipment or paint any of the other Equipment
         without Landlord's prior written consent.

6.       Operation of the Equipment shall not interfere in any manner with
         equipment systems or utility systems of other tenants of the Project,
         including without limitation, telephones, dictation equipment,
         lighting, heat and air conditioning, computers, electrical systems and
         elevators. If operation of the Equipment causes such interference, as
         determined by Landlord in Landlord's reasonable discretion, Tenant
         immediately shall suspend operation of the Equipment until Tenant
         eliminates such interference.

7.       Tenant shall maintain the Equipment in good condition and repair, at
         Tenant's sole cost and expense. Landlord may from time to time require
         that Tenant repaint the satellite dishes at Tenant's expense to keep
         the same in an attractive condition. In the event that Tenant fails to
         repair and maintain the Equipment in accordance with this Lease,
         Landlord may, but shall not be obligated to, make any such repairs or
         perform any maintenance to the Equipment and Tenant shall reimburse
         Landlord upon demand for all costs and expenses incurred by Landlord in
         connection therewith, plus a reasonable administrative fee.

8.       Tenant may access the roof for repair and maintenance of the Equipment,
         only during normal business hours, on not less than 24 hours prior
         written notice to Landlord. Tenant shall designate in writing to
         Landlord all persons whom Tenant authorizes to have access to the roof
         for such purposes. Upon such designation and prior identification to
         Landlords' building security personnel, such. authorized persons shall
         be granted access to the roof by Landlord's building engineer. Tenant
         shall be responsible for all costs and expenses incurred by Landlord in
         connection with Tenant's access to the roof pursuant to this Paragraph.
         Landlord or Landlord's agent may accompany Tenant during such access.


<PAGE>


ZAPME! CORPORATION
ADDENDUM TO LEASE
SATELLITE DISH AGREEMENT
SEPTEMBER 1, 1999

PAGE 2

9.       Tenant shall indemnify, defend, protect and hold harmless Landlord from
         and against any and all claims related to the Equipment or operation of
         the same as if the Equipment were located wholly within the Premises.
         Tenant shall provide evidence satisfactory to Landlord that Tenant's
         property and liability insurance policies required under this Lease
         include coverage for the Equipment and any claim, loss, damage, or
         liability relating to the Equipment.

10.      Landlord shall have no responsibility or liability whatsoever relating
         to (i) maintenance or repair of the Equipment, (ii) damage to the
         Equipment; (iii) damage to persons or property relating to the
         Equipment or the operation thereof; or (iv) interference with use of
         the Equipment arising out of utility interruption or any other cause,
         except for injury to persons or damage to property caused solely by the
         active negligence or intentional misconduct of Landlord, its agents or
         any other parties related to Landlord. In no event shall Landlord be
         responsible for consequential damages. Upon installation of the
         Equipment, Tenant shall accept the area where the Equipment is located
         in its "as is" condition. Tenant acknowledges that the roof location of
         the Equipment is suitable for Tenant's needs, and acknowledges that
         Landlord shall have no obligation whatsoever to improve, maintain or
         repair the area in which the Equipment will be installed.

11.      Tenant shall use the Equipment solely for Tenant's operations
         associated with the Permitted Use and within Tenant's Premises and
         shall not use or allow use of the Equipment, for consideration or
         otherwise, for the benefit of other tenants in the Building or any
         other person or entity.

12.      Tenant shall, at Tenant's sole cost and expense, remove such portions
         of the Equipment as Landlord may designate upon the expiration or
         earlier termination of this Lease, and restore the affected areas to
         their condition prior to installation of the Equipment. If Tenant fails
         to so remove the Equipment, Landlord reserves the right to do so, and
         the expense of the same shall be immediately due and payable from
         Tenant to Landlord as additional rent, together with interest and late
         charges as provided in this Lease, plus a reasonable administrative
         fee.

AGREED AND ACCEPTED:

         "Landlord"                                "Tenant"

         SPIEKER PROPERTIES, L.P.,                 ZAPME! CORPORATION
         a California limited partnership,         A CALIFORNIA CORPORATION

         By: Spieker Properties, Inc.,
         a Maryland corporation, its
         general partner

              By: /s/ John W. Petersen             By:      /s/ XXX
                 ----------------------------         --------------------------
                      John W. Petersen

              Its:                                 Its:     VP
                  ---------------------------          -------------------------
                      Vice President

              Date:   21-SEPT-99                   Date:    9/19/99
                   --------------------------           ------------------------