<PAGE>
                                                                   Exhibit 10.11

                      Sublease Commencement Date Agreement
                      ------------------------------------

This Sublease Commencement Date Agreement ("Agreement"), dated August 6, 2001,
is entered into by and between Ariba, Inc., a Delaware corporation
("Sublandlord"), and Interwoven, Inc., a Delaware corporation ("Subtenant"),
based on the following facts and circumstances:

A. Sublandlord and Subtenant are parties to (i) an Amended and Restated Sublease
Agreement dated as of June 28, 2001 (the "Sublease"); and (ii) an Amended and
Restated Furniture Agreement dated as of June 28, 2001 (the "Furniture
Agreement"). Capitalized terms not defined herein shall have the meanings given
in the Sublease.

B. Concurrently with the execution of this Agreement and effective as of August
6, 2001, Sublandlord is delivering possession of the Premises to Subtenant,
subject to all of applicable terms and conditions of the Sublease.

NOW, THEREFORE, for valuable consideration, the parties hereby agree as follows:

1. The Sublease Commencement Date under the Sublease shall be August 6, 2001.

2. Pursuant to Section 2.2(a) of the Sublease, Subtenant's obligation to pay
Rent and perform its other obligations under the Sublease shall commence on
August 6, 2001. Subtenant's prepayment of the first month's Base Rent, in the
amount of $158,130.39, shall be applied through September 5, 2001, so that on
September 1, 2001, Subtenant shall pay the balance of Base Rent due for
September in the amount of $131,775.25. (Thereafter, Base Rent shall be payable
at the regularly scheduled rate.)

3. Pursuant to Sections 2 and 3 of the Furniture Agreement, Subtenant's
obligation to pay Furniture Rent shall commence on August 6, 2001. Subtenant's
prepayment of the first month's Furniture Rent, in the amount of $44,145.75,
shall be applied through September 5, 2001, so that on September 1, 2001,
Subtenant shall pay the balance of Furniture Rent due for September in the
amount of 36,788.25. (Thereafter, Furniture Rent shall be payable at the
regularly scheduled rate.)

4. All other provisions of the Sublease and Furniture Agreement shall remain
unchanged by this Agreement.


IN WITNESS WHEREOF, Sublandlord and Subtenant have duly executed this Sublease
as of the day and year first above written.

                                          SUBLANDLORD:


                                          Ariba, Inc.,
                                          a Delaware corporation


                                          By:   /s/ Gabriel Sandoval
                                                --------------------------
                                                Gabriel Sandoval


                                          Its:  VP, General Counsel
                                                --------------------------


                                          SUBTENANT:


                                          Interwoven, Inc.,
                                          a Delaware corporation


                                          By:    /s/ David M. Allen
                                                --------------------------
                                                    David M. Allen


                                          Its:  Chief Financial Officer
                                                --------------------------


                                  ARIBA PLAZA
                                  -----------


                             AMENDED AND RESTATED
                                   SUBLEASE



                                    Between

                                  ARIBA, INC.
                            a Delaware corporation
                                      as
                                  SUBLANDLORD


                                      and


                               INTERWOVEN, INC.
                            a Delaware corporation
                                      as
                                   SUBTENANT


                                      for


                                   PREMISES
                                      at
                          803 and 809 Eleventh Avenue
                         Sunnyvale, California  94089

<PAGE>

                          BASIC SUBLEASE INFORMATION
                          --------------------------


1.  Sublease Date:  June 28, 2001.

2.  Sublandlord:  Ariba, Inc., a Delaware corporation.

3.  Subtenant:  Interwoven Inc., a Delaware corporation.

4.  Master Landlord:  Moffett Park Drive LLC, a California limited liability
    company.

5.  Project:  Ariba Plaza, 1111 Lockheed Martin Way, Sunnyvale, California.

6.  Rentable Area of Project:  Approximately 715,988 square feet.

7.  Premises:  All four floors of Building One and the 3rd and 4th floors of
    Building Four.

8.  Rentable Area of the Premises (in square feet):  263,823 square feet
    (total), comprised of:

               43,020.50 square feet (1st floor of Building One; B1F1)
               43,320.50 square feet (2nd floor of Building One; B1F2)
               45,020.50 square feet (3rd floor of Building One; B1F3)
               43,720.50 square feet (4th floor of Building One; B1F4)
               45,020.50 square feet (3rd floor of Building Four; B4F3)
               43,720.50 square feet (4th floor of Building Four; B4F4)

9.  Commencement Dates:  2nd and 3rd floors of Building One:  August 1, 2001
                         1st floor of Building One: October 1, 2001
                         4th floor of Building One: October 1, 2001
                         3rd and 4th floors of Building Four: August 1, 2003

10. Term: 2nd and 3rd floors of Building One:  72 months
          1st floor of Building One:  70 months
          4th floor of Building One:  70 months
          3rd and 4th floors of Building Four:  48 months

11. Base Rent:

<TABLE>

Period                                   Bldg/Floors      Square       Monthly Base    Monthly Base
                                                          Feet (SF)    Rent (Per SF)       Rent
                                                          (Total)                         (Total)
--------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>          <C>               <C>
August 1, 2001-September 30, 2001      B1: F2,3              88,341             $1.79      $  158,130.39
--------------------------------------------------------------------------------------------------------
October 1, 2001 - July 31, 2002        B1: F1,2,3,4         175,082             $1.67      $  292,386.94
--------------------------------------------------------------------------------------------------------
August 1, 2002-July 31, 2003           B1: F1,2,3,4         175,082             $3.91      $  684,570.62
--------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
               --------------------------------------------------------------------------------------------------------
               <S>                                    <C>              <C>          <C>               <C>
               August 1, 2003-July 31, 2004           B1: F1,2,3,4         263,823             $4.06      $1,071,121.38
                                                      B4: F3,4
               --------------------------------------------------------------------------------------------------------
               August 1, 2004-July 31, 2005           B1: F1,2,3,4         263,823             $4.22      $1,113,333.06
                                                      B4: F3,4
               --------------------------------------------------------------------------------------------------------
               August 1, 2005-July 31, 2006           B1: F1,2,3,4         263,823             $4.38      $1,155,544.74
                                                      B4: F3,4
               --------------------------------------------------------------------------------------------------------
               August 1, 2006-July 31, 2007           B1: F1,2,3,4         263,823             $4.56      $1,203,032.88
                                                      B4: F3,4
               --------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>    <C>                                                <C>
12.  Subtenant's Share:  36.85% (total), comprised of:   6.00 % (1st floor of Building One)
                                                      6.05 % (2nd floor of Building One)
                                                      6.29 % (3rd floor of Building One)
                                                      6.11 % (4th floor of Building One)
                                                      6.29 % (3rd floor of Building Four)
                                                      6.11 % (4th floor of Building Four)
</TABLE>



<TABLE>

               Period                                              Bldg/Floors          Subtenant's Share (Total)
               -----------------------------------------------------------------------------------------------------
               <S>                                             <C>                   <C>
               August 1, 2001-September 30, 2001               B1: F2,3                                       12.34%
               -----------------------------------------------------------------------------------------------------
               October 1, 2001- July 31, 2003                  B1: F1,2,3,4                                   24.46%
               -----------------------------------------------------------------------------------------------------
               August 1, 2003-July 31, 2007                    B1: F1,2,3,4                                   36.85%
                                                               B4: F3,4
               -----------------------------------------------------------------------------------------------------
</TABLE>


13.  Security Deposit:  $12,100,000 (letter of credit or cash), in accordance
     with the provisions of Paragraph 4.

14.  Lobby Hours: Mondays through Fridays from 8 a.m. through 5 p.m., excluding
     Holidays, with 24 hours/day, 7 days/week access to the Premises, in
     accordance with Paragraph 7.

15.  HVAC Hours: Mondays through Fridays from 7 a.m. through 6 p.m., excluding
     Holidays, in accordance with Paragraph 7.

16.  Address for Notices:

            Master Landlord:c/o Jay Paul Company
                            350 California Street, Suite 1905
                            San Francisco, CA 94111


            Sublandlord:    For Payment of Rent:
                            807 Eleventh Avenue
                            Sunnyvale, California 94089
                            Attn: Real Estate Manager

<PAGE>

                            For Notices:
                            807 Eleventh Avenue
                            Sunnyvale, California 94089
                            Attn: General Counsel
                            (650) 390-1377 Facsimile

                            807 Eleventh Avenue
                            Sunnyvale, California 94089
                            Attn: Real Estate Manager
                            (650) 390-1315 Facsimile

            Subtenant:      1195 West Fremont Avenue
                            Sunnyvale, California 94087
                            Attn: Tom Smith
                            (408) 220-7558 Facsimile

                            Silicon Valley Law Group
                            Attn:  Lucy Lofrumento, Esq.
                            152 North Third Street, Ste. 900
                            San Jose, CA  95112

17.  Brokers:  Cushman & Wakefield (Sublandlord's Broker) and CB Richard Ellis
     (Subtenant's Broker).

18.  Exhibits:

           Exhibit A:  Master Lease (exclusive of Exhibit I which shall be
           provided separately to the parties as described below in the note to
           Exhibit M)
           Exhibit B:  Premises
           Exhibit C:  Sublandlord's Rules and Regulations
           Exhibit D:  Commencement Date Memorandum
           Exhibit E:  Ravendale Lease
           Exhibit F:  Letter of Credit
           Exhibit G:  Consent to Sublease
           Exhibit H:  Estoppel Certificate
           Exhibit I:  Work Letter Agreement (including Attachment 1 (Conceptual
           Plan) and Attachment 2 (B1F1 Shell Work: Bldg 1 1st Floor Only
           Addendum 5 Revised April 13, 2001 and Supplemental Instruction N)
           thereto)
           Exhibit J:  Cafeteria Access Agreement
           Exhibit K:  Fitness Center Access Agreement
           Exhibit L:  Janitorial Services Description
           Exhibit M:  Additional Environmental Report and Materials (For
           convenience, Exhibit M shall be provided along with Exhibit I of the
           Master Lease in a separate "environmental" binder)
           Exhibit N:  Brokers' Letter

<PAGE>

           Exhibit O:  Site Signage Plan
           Exhibit P:  Furniture
           Exhibit Q:  Furniture UCC-1



The Basic Sublease Information set forth above is made a part of the Sublease.
In the event of conflict between the Basic Sublease Information and any of the
provisions contained in the remainder of the Sublease, the provisions contained
in the remainder of the Sublease shall control.

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

<TABLE>
<CAPTION>


Paragraph                                                                                    Page
---------                                                                                    ----
<C>      <S>                                                                                 <C>
1.   Sublease of Premises.................................................................     1
   1.1.  Sublease.........................................................................     2
   1.2.  Common Areas - Definition........................................................     2
   1.3.  Amenity  Areas...................................................................     2
   1.4.  Common Areas - Subtenant's Rights................................................     2
   1.5.  Rules and Regulations............................................................     2
   1.6.  Common Areas - Changes...........................................................     3
   1.7.  Parking..........................................................................     3
2.   Term.................................................................................     6
   2.1.  Term.............................................................................     6
   2.2.  Delay In Possession; Fixturing Period............................................     6
   2.3.  Subtenant Compliance.............................................................     7
3.   Rent.................................................................................     7
   3.1.  Base Rent........................................................................     7
   3.2.  Shared Expenses..................................................................     8
   3.3.  Abatement Reimbursement Rent.....................................................    12
   3.4.  Generally........................................................................    13
   3.5.  Late Payment.....................................................................    13
4.   Security Deposit.....................................................................    13
5.   Use..................................................................................    16
   5.1.  Use..............................................................................    16
   5.2.  Hazardous Materials..............................................................    16
   5.3.  Subtenant's Compliance with Applicable Requirements..............................    17
   5.4.  Inspection; Compliance...........................................................    17
6.  Delivery of Possession................................................................    18
</TABLE>

<PAGE>

<TABLE>
<C>      <S>                                                                                 <C>
   6.1.  Condition........................................................................    18
   6.2.  Compliance.......................................................................    19
   6.3.  Acknowledgements.................................................................    20
7.  Utilities and Services................................................................    20
   7.1.  Standard Subtenant Utilities and Services........................................    20
   7.2.  Heating and Air-Conditioning; Lobby Access; Subtenant Access.....................    20
   7.3.  Electricity and Gas..............................................................    20
   7.4.  Water; Trash Disposal............................................................    21
   7.5.  Janitorial Services..............................................................    21
   7.6.  Elevator.........................................................................    21
   7.7.  Overstandard Subtenant Use.......................................................    21
   7.8.  Interruption of Utilities........................................................    22
   7.9.  Utility Providers................................................................    23
  7.10.  Telecommunications...............................................................    23
  7.11.  Utility Additions................................................................    24
  7.12.  Security.........................................................................    24
8.  Maintenance and Repairs; Utility Installations, Trade Fixtures and Alterations........    25
   8.1.  Sublandlord's Obligations........................................................    25
   8.2.  Subtenant's Obligations..........................................................    26
   8.3.  Utility Installations; Trade Fixtures; Alterations...............................    26
   8.4.  Ownership; Removal; Surrender; and Restoration...................................    27
9.  Insurance; Waiver; Subrogation........................................................    28
   9.1.  Cost of Sublandlord's Insurance..................................................    28
   9.2.  Subtenant's Insurance............................................................    28
   9.3.  Insurance Policies...............................................................    29
   9.4.  Failure of Subtenant to Purchase and Maintain Insurance..........................    29
   9.5.  Additional Insureds and Coverage.................................................    29
   9.6.  Waiver of Subrogation............................................................    29
   9.7.  No Representation of Adequate Coverage...........................................    30
10.  Limitation of Liability and Indemnity................................................    30
11.  Property Taxes.......................................................................    31
  11.1.  Payment of Taxes.................................................................    31
  11.2.  Additional Improvements..........................................................    31
  11.3.  Personal Property Taxes..........................................................    31
12.  Assignment and Subletting............................................................    31
  12.1.  Generally........................................................................    31
</TABLE>

<PAGE>

<TABLE>

<C>      <S>                                                                                 <C>
 12.2.   Notice...........................................................................    32
 12.3.   Sublandlord's Election; Recapture................................................    32
 12.4.   Sublandlord's Discretion; Factors................................................    32
 12.5.   Bonus Rent.......................................................................    34
 12.6.   Options Personal.................................................................    34
 12.7.   Encumbrances.....................................................................    34
 12.8.   Merger; Attornment...............................................................    35
 12.9.   Sublandlord's Costs..............................................................    35
 12.10.  Affiliates.......................................................................    35
13.  Default; Breach; Remedies............................................................    36
  13.1.  Default; Breach..................................................................    36
  13.2.  Remedies.........................................................................    37
  13.3.  Inducement Recapture.............................................................    38
  13.4.  Breach by Sublandlord............................................................    38
14.  Damage or Destruction; Condemnation..................................................    39
15.  Brokerage Fees.......................................................................    39
16.  Estoppel Certificates................................................................    39
17.  Definition of Sublandlord............................................................    40
18.  Severability.........................................................................    40
19.  Days.................................................................................    40
20.  Limitation on Liability..............................................................    40
21.  Time of Essence......................................................................    41
22.  No Prior or Other Agreements.........................................................    41
23.  Notices..............................................................................    41
  23.1.  Notice Requirements..............................................................    41
  23.2.  Date of Notice...................................................................    41
  23.3.  Notices from Master Landlord.....................................................    41
24.  Waivers..............................................................................    41
25.  No Right To Holdover.................................................................    42
26.  Cumulative Remedies..................................................................    42
27.  Covenants and Conditions; Construction of Agreement..................................    42
28.  Binding Effect; Choice of Law........................................................    42
29.  Subordination; Attornment; Non-Disturbance...........................................    42
  29.1.  Subordination....................................................................    42
  29.2.  Attornment.......................................................................    42
  29.3.  Self-Executing...................................................................    42
</TABLE>

<PAGE>

<TABLE>
<C>      <S>                                                                                 <C>
  29.4.  Nondisturbance Agreement.........................................................    42
30.  Master Lease Provisions..............................................................    43
  30.1.  Sublease Subordinate.............................................................    43
  30.2.  Cooperation With Subtenant.......................................................    45
  30.3.  Sublandlord Representations......................................................    45
  30.4.  Modification.....................................................................    45
  30.5.  Consent To This Sublease.........................................................    45
  30.6.  Defined Terms....................................................................    46
  30.7.  Multiple New Master Leases.......................................................    46
  30.8.  Conflict.........................................................................    46
31.  Attorneys' Fees......................................................................    47
32.  Sublandlord's Access to Premises.....................................................    47
  32.1.  Generally........................................................................    47
  32.2.  Subtenant's Waiver...............................................................    47
  32.3.  Method of Entry..................................................................    47
33.  Auctions.............................................................................    47
34.  Signs................................................................................    47
35.  Termination; Merger..................................................................    48
36.  Consents.............................................................................    48
37.  Quiet Possession.....................................................................    48
38.  Options..............................................................................    48
  38.1.  Definition.......................................................................    48
  38.2.  Options Personal To Original Subtenant...........................................    48
  38.3.  Multiple Options.................................................................    49
  38.4.  Master Lease Options.............................................................    49
  38.5.  Effect of Default on Options.....................................................    49
39.  Option to Extend Term................................................................    49
40.  Substitution of Other Premises.......................................................    50
41.  Reservations.........................................................................    51
42.  Performance Under Protest............................................................    51
43.  Authority............................................................................    51
44.  Amendments...........................................................................    51
45.  Exhibits.............................................................................    51
</TABLE>

<PAGE>

                             AMENDED AND RESTATED
                             --------------------

                                   SUBLEASE
                                   --------


     This Amended and Restated Sublease("Sublease") is made and entered into as
of the 28th day of June, 2001 ("Effective Date"), by and between Ariba, Inc., a
Delaware corporation ("Ariba" or "Sublandlord"), and Interwoven, Inc., a
Delaware corporation ("Subtenant").


                                R E C I T A L S

     A.   Ariba, as tenant, and Moffett Park Drive LLC, a California limited
liability company ("Master Landlord"), as landlord, previously entered into the
Technology Corners Triple Net Multiple Building Lease dated March 15, 2000. This
initial lease has been amended by a letter agreement dated September 11, 2000,
and a First Amendment to Lease dated January 12, 2001, which, together with the
initial lease, are collectively referred to herein as the "Master Lease", a copy
of which is attached hereto as Exhibit A and incorporated herein by this
reference. Under the Master Lease, Master Landlord leases to Sublandlord certain
premises located at 1111 Lockheed Martin Way in Sunnyvale, California, including
four (4) free standing, four-story office and research and development buildings
and one (1) Amenity Building (collectively, the "Buildings") and appurtenances
described in the Master Lease, the Property and all other improvements built on
the Property, including a parking structure (the "Project"). The four office and
research development buildings are commonly known as: 803 11/th/ Avenue
("Building One"), 807 11/th/ Avenue ("Building Two"), 805 11/th/ Avenue
("Building Three"), and 809 11/th/ Avenue ("Building Four").

     B.   Subtenant and Sublandlord previously entered into a Sublease dated
June 28, 2001 (the "Original Sublease"), under which Sublandlord sublet to
Subtenant the building described in the Master Lease as Building One and the
third and fourth floors of the building described in the Master Lease as
Building Four. Sublandlord and Subtenant now desire to amend and restate the
Original Sublease.

     C.   Sublandlord wishes to sublease to Subtenant, and Subtenant desires to
sublease from Sublandlord, the building described in the Master Lease as
Building One and the third and fourth floors of the building described in the
Master Lease as Building Four together with the tenant improvements and
"Furniture" (defined below) located therein (the "Premises"), on the terms and
conditions set forth herein.  Capitalized terms used herein without definition
shall have the same meaning as in the Master Lease.

     D.   As of the Effective Date, Sublandlord is one of the tenants of the
Project.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Sublandlord and Subtenant agree as follows:


                               A G R E E M E N T

1.        Sublease of Premises

                                       1

<PAGE>

     1.1.      Sublease. Sublandlord hereby subleases and demises to Subtenant,
and Subtenant hereby accepts from Sublandlord, on the terms and conditions
hereinafter set forth, the Premises. The Premises are depicted on Exhibit B,
which is attached hereto and incorporated herein by this reference. Sublandlord
and Subtenant conclusively agree, for purposes of this Sublease, that the six
floors comprising the Premises and the Premises as a whole each contain the
number of square feet in the Rentable Area of the Premises shown in the Basic
Sublease Information above. "Rentable Area of the Premises" as defined herein,
shall be the square foot measurement of the Premises (on a per floor basis) as
set forth in the Basic Sublease Information above.

     1.2.      Common Areas - Definition. The term "Common Areas" is defined as
all areas and facilities outside the Buildings and within the exterior boundary
line of the Project, including parking areas, passenger and other loading and
unloading areas, trash areas, roadways, walkways, driveways and landscaped areas
that are provided and designated by the Sublandlord from time to time for the
general non-exclusive use of Sublandlord, Subtenant and other tenants of the
Project and their respective employees, suppliers, shippers, customers,
contractors and invitees. For Buildings occupied by multiple tenants, the Common
Areas also include the stairways, elevators, lobbies and other areas which may
be so provided and designated by Sublandlord.

     1.3.      Amenity Areas. The term "Amenity Areas" is defined as those
portions of the Project consisting of the Amenity Building and the space to be
occupied by a cafeteria. The Amenity Areas may be improved with services and
amenities available for use by Sublandlord, Subtenant, other occupants of the
Project, and/or the public, at additional cost, including a fitness center and
cafeteria, if and as provided in a Cafeteria Access Agreement and Fitness Center
Access Agreement to be negotiated by the parties in good faith as soon as
reasonably practicable after the Effective Date and for a period of up to six
(6) months. Such negotiations will be based on the basic business terms set
forth in Exhibits J and K respectively, attached to this Sublease. The execution
of such Cafeteria Access Agreement and Fitness Center Access Agreement shall be
conditions precedent for improving such Amenity Areas and making them available
for use by Subtenant. Subtenant acknowledges and agrees that (i) the Cafeteria
Access Agreement and the Fitness Center Access Agreement are subject to Master
Landlord's approval (which approval shall not be unreasonably withheld or
delayed) and (ii) Subtenant shall have no right to use the Amenity Areas unless
and until they have been improved and are agreed to be made available for use by
Sublandlord. For the benefit of the Project and its tenants, Sublandlord
reserves the right in its reasonable discretion to convert portions of the
Common Areas or other portions of the Project to Amenity Areas and to relocate
the Amenity Areas within the Project as well as to convert portions of the
Amenity Areas into Common Areas or rentable areas of the Project. Any changes
made pursuant to the preceding sentence to increase the Amenity Areas or to
relocate them shall be at Sublandlord's sole cost, unless otherwise mutually
agreed by the parties, while any change in the size of the Common Areas shall be
reflected equitably in the calculation of Operating Expenses herein.

     1.4.      Common Areas - Subtenant's Rights. Sublandlord grants to
Subtenant, for the benefit of Subtenant and its employees, suppliers, shippers,
contractors, customers and invitees, during the term of this Sublease and all
extensions thereto, the right to use, in common with others entitled to such
use, the Common Areas as they exist from time to time, subject to any rights,
powers, and privileges reserved by (i) Master Landlord under the Master Lease
and (ii) Sublandlord under the terms hereof or under the terms of any rules and
regulations or restrictions governing the use of the Project.

     1.5.      Rules and Regulations. Sublandlord shall have the right, from
time to time, to establish, modify, amend and enforce reasonable rules and
regulations ("Sublandlord's Rules and Regulations") for the management, safety,
care, and cleanliness of the Buildings and the remainder of the Project, the
parking and unloading of vehicles and the preservation of good order, as well as
for the convenience of other occupants or tenants of the Buildings and the
Project and their invitees. A copy of the current Sublandlord's Rules and
Regulations are attached to this Sublease as Exhibit C and incorporated herein
by this reference. Subtenant (and Sublandlord while Sublandlord is a tenant of
the Project) agree to abide by and conform to all such Sublandlord's Rules and
Regulations, and the Rules

                                       2

<PAGE>

and Regulations adopted from time to time by Master Landlord under the Master
Lease ("Master Landlord's Rules and Regulations"), and to cause its employees,
suppliers, shippers, customers, contractors and invitees to so abide and
conform. Sublandlord shall not be responsible to Subtenant for the non-
compliance with said rules and regulations by tenants (other than Sublandlord
while Sublandlord is a tenant of the Project) of the Project. In the event of
conflict between the provisions of this Sublease and Sublandlord's Rules and
Regulations, the provisions of this Sublease shall prevail. In the event of
conflict between Master Landlord's Rules and Regulations and Sublandlord's Rules
and Regulations, Master Landlord's Rules and Regulations shall prevail.

     1.6.      Common Areas - Changes. Sublandlord shall have the right, in
Sublandlord's sole and reasonable discretion, from time to time:

          (a)       To make changes to the Common Areas and Amenity Areas
(subject to Paragraph 1.3 above), including, without limitation, changes in the
location, size, shape and number of driveways, entrances, parking spaces,
parking areas, passenger and other loading and unloading areas, ingress, egress,
direction of traffic, landscaped areas, walkways and utility raceways;

          (b)       To close temporarily any of the Common Areas and/or Amenity
Areas for maintenance purposes so long as reasonable access to the Premises and
parking remains available;

          (c)       Pursuant to rights granted under Section 17.25 of the Master
Lease and for the general benefit of the Project and its tenants, to designate
other land outside the boundaries of the Project to be a part of the Common
Areas so long as any changes made to the Project pursuant to this Subparagraph
1.6(c) shall be at Sublandlord's sole cost, unless otherwise mutually agreed by
the parties, and any change in the size of the Common Areas shall be reflected
equitably in the calculation of Operating Expenses herein;

          (d)       Pursuant to rights granted under Section 17.26 of the Master
Lease and for the general benefit of the Project and its tenants, to add
additional buildings and improvements to the Common Areas or Amenity Areas so
long as any changes made to the Project pursuant to this Subparagraph 1.6(d)
shall be at Sublandlord's sole cost, unless otherwise mutually agreed by the
parties, and any change in the size of the Common Areas shall be reflected
equitably in the calculation of Operating Expenses herein;

          (e)       To use the Common Areas and Amenity Areas while engaged in
making additional improvements, repairs or alterations to the Project, or any
portion thereof; and

          (f)       To do and perform such other acts or work and make such
other changes in, to or with respect to the Common Areas, Amenity Areas and
Project as Sublandlord may, in the exercise of reasonable business judgment,
deem to be appropriate so long as Subtenant's use and enjoyment of the Premises
is not materially adversely affected.

     1.7.      Parking. Subtenant shall have the right, free of charge for the
Sublease Term, including any extensions thereto, to the non-exclusive use of a
pro-rata portion of the Project's parking based upon the square feet of the
Rentable Area of the Premises occupied by Subtenant hereunder, as compared to
the total Rentable Area of the Project less the Rentable Area of the Amenity
Areas to the extent that the Amenity Areas are used for common purposes and not
available for lease, on those portions of the Common Areas designated from time
to time by Sublandlord for tenant parking; provided, however, that subject to
mutual agreement between Subtenant and Sublandlord of those spaces allocated to
Subtenant and to the extent allowed by applicable governmental regulations or
agreements: (i) Sublandlord shall designate eight (8) spaces per floor for a
total of twenty-four (24) spaces in the parking structure for Subtenant's
reserved use, and (ii) Sublandlord shall designate a reasonable number of
"visitor" parking spaces in close proximity to the entrance to Building One. The
remaining spaces in the parking structure,

                                       3

<PAGE>

other than twenty-four (24) spaces designated ( to the extent allowed by
applicable governmental regulations or agreements) for Sublandlord's (or
Sublandlord's designee's) reserved use (eight (8) spaces per floor for a total
of twenty-four (24) spaces), shall be made available to Sublandlord (or
Sublandlord's designees) and Subtenant on a first-come, first-served basis. All
costs associated exclusively with the parking structure shall be paid fifty
percent (50%) by Subtenant. Sublandlord reserves the right to equitably modify
rights granted under this Paragraph 1.7 if obligated to do so by the Master
Lease or applicable governmental regulations, or in the event of construction,
natural disaster, or other similar reasonable circumstances; provided, however,
that in no event shall the total number of parking spaces within the Project be
less than the number of spaces required under any applicable permit, law, or
governmental regulation and the total number of parking spaces available to
Subtenant be less than its pro rata portion thereof. Subtenant shall not use
more parking spaces than permitted herein. Subtenant shall not park any vehicles
larger than full-size passenger automobiles, sport utility vehicles or pick-up
trucks, herein called "Permitted Size Vehicles." Sublandlord may regulate the
loading and unloading of vehicles by adopting and amending Rules and Regulations
for the Project. No vehicles other than Permitted Size Vehicles may be parked in
the Common Area without the prior written permission of Sublandlord.
Notwithstanding, Subtenant may park Subtenant's company truck (marked with
Subtenant's logo) in a parking area on the Project.

          (a)       Subtenant shall not permit or allow any vehicles that belong
to or are controlled by Subtenant or Subtenant's employees, suppliers, shippers,
customers, contractors or invitees to be loaded, unloaded, or parked in areas
other than those designated by Sublandlord for such activities.

          (b)       Subtenant shall not service or store any vehicles in the
Common Areas.

          (c)       If Subtenant permits or allows any of the prohibited
activities described in this Paragraph 1.7, then Sublandlord shall have the
right, without notice, in addition to such other rights and remedies that it may
have, to remove or tow away the vehicle involved and charge the cost to
Subtenant, which cost shall be immediately payable upon demand by Sublandlord.

     1.8.      Furniture.

          (a)       Lease of Furniture. With the exception of the first floor,
Building One shall be delivered to Subtenant with the Furniture included for
Subtenant's use during the Sublease term, in accordance with and subject to the
terms and conditions of this Paragraph 1.8 and all other applicable provisions
of this Sublease. The "Furniture" is defined as the furniture, fixtures,
equipment and other personal property described on Exhibit P attached hereto and
incorporated herein by this reference. Sublandlord shall deliver the Furniture
to Subtenant AS IS and Subtenant agrees that it takes possession of the
Furniture without relying on any representation or warranty by Sublandlord as to
the condition of the Furniture. Subtenant conclusively agrees that for purposes
of this Sublease, the total number of cubicle systems provided to Subtenant is
as described in Exhibit P hereto. Within thirty (30) days of the Sublease
Commencement Date, Subtenant shall be given an opportunity to verify inventory
as compared to Exhibit P. In the event that a discrepancy is identified in the
Furniture inventory, Subtenant shall notify Sublandlord, and the parties shall
cooperate reasonably with each other to make any appropriate corrections.
Subtenant acknowledges that neither Sublandlord nor its agents have made any
representations or warranties, express or implied, as to the suitability or
fitness of the Furniture for the conduct of Subtenant's business or for any
other purpose. In no event shall Sublandlord have any liability, nor shall
Subtenant have any remedy against Sublandlord, for any liability, claim, loss,
damage or expense caused directly or indirectly by the Furniture or any
deficiency or defect thereof or the maintenance or repair thereof.

          (b)       Ownership; Encumbrances. Sublandlord represents and warrants
that it owns all right, title and interest in and to the Furniture, free and
clear of any and all liens, pledges, hypothecation, equitable interests, rights
of possession, claims, charges, lease obligations, security interests,
encumbrances, or other rights (collectively,

                                       4

<PAGE>

"Adverse Rights"), and that it has the full and unrestricted right and power to
allow Subtenant to have possession and use of the Furniture during the term of
this Sublease and all extensions thereto. If at any time during the term of the
Sublease (or any extension thereto) it is discovered that any Adverse Rights
exist, Sublandlord shall remove the same promptly upon notice by Subtenant, at
Sublandlord's sole cost and expense. Except as otherwise expressly provided
herein, Subtenant shall not have, or at any time acquire, any right, title or
interest in the Furniture except the right to possession and use as provided for
in this Sublease. Sublandlord shall have the right to place and maintain on the
exterior or interior of each item of Furniture an inscription identifying
Sublandlord's ownership of the Furniture. Subtenant shall not remove, obscure,
deface or obliterate the inscription or permit any other person to do so.
Neither Sublandlord nor Subtenant shall pledge, encumber, create a security
interest in, or permit any lien to become effective on any Furniture throughout
the term of this Sublease. Subtenant shall promptly notify Sublandlord of any
liens, charges, or other encumbrances with respect to the Furniture of which
Subtenant has knowledge. Subtenant shall promptly pay or satisfy any obligation
from which any lien or encumbrance arises caused by Subtenant, and shall
otherwise keep the Furniture and all right, title, and interest free and clear
of all liens, charges, and encumbrances caused by Subtenant.

          (c)       Subtenant's Rights. Subtenant shall be entitled to the
absolute right to the use, possession and control of the Furniture during the
term of this Sublease, provided Subtenant is not in Breach of this Sublease.
Subject to the terms of this Sublease, Subtenant shall employ and have absolute
control, supervision and responsibility over all users of the Furniture.

               (i)   Sublandlord acknowledges that should Subtenant's rights to
use, possess and/or control the Furniture pursuant to this Sublease be
wrongfully impaired or interfered with in any way (not resulting from a Default
by Subtenant), due to (i) any breach or default by Sublandlord under this
Sublease or the Master Lease, any loan agreement, or other agreements to which
Sublandlord is a party, (ii) rights or claims asserted by creditors of
Sublandlord (including, but not limited to, a seizure or attachment of, or levy
on, the Furniture), or (iii) rights or claims asserted by any party claiming by,
through or under Sublandlord, then Subtenant may incur substantial damages,
which could include, without limitation, costs of replacing the Furniture
(including installation costs), consultants' and attorneys' fees, and so forth.
Therefore, in order to protect Subtenant's rights to use, possess and control
the Furniture under this Sublease, Sublandlord hereby grants to Subtenant a
security interest in the Furniture (1) to secure the performance of
Sublandlord's obligations regarding the Furniture under this Sublease, including
without limitation the covenant of quiet possession and quiet enjoyment pursuant
to Paragraph 37 below; and (2) to provide sufficient collateral to Subtenant to
protect it against any damages it may incur in the event that its rights in and
to the Furniture pursuant to this Sublease are impaired or interfered with
during the term of this Sublease or any extension thereof as a result of any of
the circumstances described in the first sentence of this subparagraph
1.8(c)(i).

               (ii)  Sublandlord shall execute and acknowledge, and deliver to
Subtenant in recordable form, for filing with the California Secretary of State
and the Santa Clara County Recorder, a UCC financing statements (as attached
hereto as Exhibit Q) or similar documents Subtenant may reasonably request in
order to perfect its security interest in the Furniture. In the event that
Subtenant's rights in and to the Furniture pursuant to this Sublease are
wrongfully impaired or interfered with during the term of this Sublease or any
extension thereof as a result of any of the circumstances described in the first
sentence of subparagraph 1.8(c)(i), Subtenant and any of its successors or
assigns shall have, and be entitled to exercise, all of the rights, remedies,
powers and privileges of a secured party under the Commercial Code of the State
of California in addition to any other rights or remedies available at law or in
equity.

          (d)       Subtenant's Obligations. Subtenant shall use the Furniture
in a reasonably careful and proper manner and shall not permit any Furniture to
be used in violation of any applicable federal, state, or local statute, law,
ordinance, rule, or regulation relating to the possession, use or maintenance of
the Furniture. Subtenant shall use only authorized Herman Miller (furniture
manufacturer) service providers to reconfigure, reassemble, disassemble, repair
and maintain the Furniture. Subtenant agrees to reimburse Sublandlord for all
damage to the

                                       5

<PAGE>

Furniture arising from misuse or negligent acts by Subtenant, its employees and
its agents. If any Furniture covered by this Sublease is damaged, lost, stolen
or destroyed, or if any Furniture is damaged as a result of its use, maintenance
or possession, Subtenant shall promptly notify Sublandlord of the occurrence and
shall file all necessary reports, including those required by law and those
required by insurers of the Furniture. Subtenant represents and warrants that
the Furniture will be used for business purposes consistent with all use
requirements and restrictions under the Sublease.

2.        Term.

     2.1.      Term.

     The original term of this Sublease ("Original Term") shall commence on
August 1, 2001 (the "Sublease Commencement Date"), and shall end on July 31,
2007 (the "Expiration Date"), unless sooner terminated as provided in this
Sublease; provided, however, that with respect to the 1st and 4th floors of
Building One and the 3rd and 4th floors of Building Four, the term of this
Sublease shall commence in accordance with the commencement date schedule shown
in the Basic Sublease Information above. (The date of commencement of the term
with respect to any portion of the Premises shall be deemed the "Commencement
Date" for that portion.) Notwithstanding the foregoing, if Sublandlord notifies
Subtenant that any portion of the Premises will be ready for occupancy prior to
the scheduled commencement date for that portion of the Premises (or such larger
portion of the Premises as contains said portion), the parties may mutually
agree to commence the Sublease term and all obligations hereunder including the
payment of Rent for that portion of the Premises prior to such scheduled
commencement date ("Early Commencement"). In the event of Early Commencement,
the term shall commence on such agreed-upon date with respect to that portion of
the Premises, which date shall become the "Commencement Date" (or "Sublease
Commencement Date," with respect to the 2nd and 3rd floors of Building One) for
said portion. Any agreement to commence the term prior to any scheduled
commencement date shall not affect the Expiration Date stated above. Subtenant
shall be obligated to occupy each portion of the Premises no later than thirty
(30) days from the date possession of such portion is tendered. Promptly upon
the occurrence of the Commencement Date for each portion of the Premises,
respectively, Subtenant shall execute and deliver to Sublandlord a written
Commencement Date Memorandum in the form attached to this Sublease as Exhibit D
and incorporated herein by this reference. Subtenant shall have no rights in any
portion of the Premises prior to the Commencement Date for such portion, unless
expressly provided otherwise in this Sublease.

     2.2.      Delay In Possession; Fixturing Period.

          (a)       Generally. Sublandlord agrees to use all commercially
reasonable efforts to deliver possession of the Premises to Subtenant in
accordance with the Commencement Date schedule contained in the Basic Sublease
Information above. If, despite said efforts, Sublandlord is unable to deliver
possession as agreed, Sublandlord shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Sublease. Subtenant
shall not, however, be obligated to pay Rent or perform its other obligations
with respect to the pertinent portion of the Premises until it receives
possession of such portion. If possession is not delivered within ninety (90)
days after the applicable Commencement Date, Subtenant may, at its option, by
notice in writing within ten (10) days after the end of such 90-day period,
cancel this Sublease with respect to that portion of the Premises. If such
written notice is not received by Sublandlord within said 10-day period,
Subtenant's right to cancel shall terminate. Nothing herein shall be construed
as waiving Subtenant's right to seek specific performance with respect to any
portion of the Premises not tendered by a Commencement Date. In the event of any
delay in the commencement of the term with respect to any portion of the
Premises pursuant to this subparagraph (a) of Paragraph 2.2, (i) the date
possession of such portion of the Premises is tendered to Subtenant shall become
the "Commencement Date" (or "Sublease Commencement Date," with respect to the
2nd and 3rd floors of Building One) for said portion, provided that the
Commencement Date shall be deemed to have occurred one day earlier for each day
for which Subtenant has caused the delay, and (ii) Subtenant shall be entitled
to one (1) day of free Base Rent for that portion of the Premises that is
subject to delay for each such

                                       6

<PAGE>

day of delay beyond the ninetieth (90/th/) day. Any delay in commencement as
described in this subparagraph (a) of Paragraph 2.2 shall not affect the
Expiration Date stated above or the expiration date of any extension of the term
hereto.

          (b)       Fixturing Period.

          In addition to Sublandlord's agreement with respect to access set
forth in the Work Letter Agreement (Exhibit I) , Sublandlord shall permit
Subtenant to access the Premises up to thirty (30) days prior to the Sublease
Commencement Date (or Commencement Date, as the case may be) for any portion of
the Premises in order to install Subtenant's furniture (in Building One, Floor
One), communications systems, equipment and trade fixtures ("Fixturing Period"),
provided that such access shall be subject to all of the provisions of this
Sublease, excluding the payment of Rent and Sublease Expenses, but including
without limitation each of Subtenant's indemnity obligations hereunder. Early
entry into the Premises shall not advance the Expiration Date, or the expiration
date of any extension of the term hereof.

     2.3.      Subtenant Compliance. Sublandlord shall not be required to tender
possession of the Premises to Subtenant until Subtenant complies with its
obligation to provide evidence of insurance hereunder. Pending delivery of such
evidence, Subtenant shall be required to perform all of its obligations under
this Sublease from and after the applicable Commencement Date, including the
payment of Rent, notwithstanding Sublandlord's election to withhold possession
pending receipt of such evidence of insurance. Further, if Subtenant is required
to perform any other conditions prior to or concurrent with a Commencement Date,
the applicable Commencement Date shall occur but Sublandlord may elect to
withhold possession until such conditions are satisfied.

3.        Rent.

     3.1.      Base Rent. Subject to the terms of Paragraph 2.2, Subtenant shall
pay to Sublandlord base rent based on the number of square feet in the Rentable
Area of the Premises for which the term has already commenced, in accordance
with the following schedule ("Base Rent"):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Period                                   Bldg/Floors     Square        Monthly Base     Monthly Base
                                                         Feet (SF)     Rent (Per SF)    Rent (Total)
                                                         (Total)
--------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>           <C>              <C>
August 1, 2001-September 30, 2001      B1: F2,3              88,341             $1.79      $  158,130.39
--------------------------------------------------------------------------------------------------------
October 1, 2001 - July 31, 2002        B1: F1,2,3,4         175,082             $1.67      $  292,386.94
--------------------------------------------------------------------------------------------------------
August 1, 2002-July 31, 2003           B1: F1,2,3,4         175,082             $3.91      $  684,570.62
--------------------------------------------------------------------------------------------------------
August 1, 2003-July 31, 2004           B1: F1,2,3,4         263,823             $4.06      $1,071,121.38
                                       B4: F3,4
--------------------------------------------------------------------------------------------------------
August 1, 2004-July 31, 2005           B1: F1,2,3,4         263,823             $4.22      $1,113,333.06
                                       B4: F3,4
--------------------------------------------------------------------------------------------------------
August 1, 2005-July 31, 2006           B1: F1,2,3,4         263,823             $4.38      $1,155,544.74
                                       B4: F3,4
--------------------------------------------------------------------------------------------------------
August 1, 2006-July 31, 2007           B1: F1,2,3,4         263,823             $4.56      $1,203,032.88
                                       B4: F3,4
--------------------------------------------------------------------------------------------------------
</TABLE>

                                       7

<PAGE>

Base Rent for any calendar month during which there is a change in the Rentable
Area of the Premises shall be prorated based on the actual number of square feet
of the Rentable Area of the Premises during each day of the month and the Base
Rent in effect on each day of the month.  Base Rent is due and payable in
advance on the first day of each calendar month; provided, however, that Base
Rent for the first full calendar month of the Original Term for each of the two
(2) floors of the Building One portion of the Premises tendered as of the
Sublease Commencement Date (equal to $158,130.39), and One Million One Hundred
Twenty-three Thousand Eight Hundred Eighty-five Dollars and 98/100
($1,123,885.98) to be applied as partial payment of Base Rent toward the last
full calendar month of the Original Term for the entire Premises shall be due
and payable at the time of Subtenant's execution and delivery of this Sublease
as "Prepaid Rent" which total amount shall be applied to amounts as due under
this Sublease.  Base Rent is payable without notice or demand. Base Rent for any
period during the Term which is less than one full calendar month shall be
prorated based on the actual number of days in the calendar month involved.

     3.2.      Shared Expenses. In addition to Base Rent, Subtenant shall pay to
Sublandlord during the term hereof, Subtenant's Share (defined below) of all
Operating Expenses (defined below) and all Master Lease Expenses (defined
below), in accordance with the following provisions:

          (a)       "Subtenant's Share" is defined, for purposes of this
Sublease, as the percentage determined by dividing the total square feet of
Rentable Area of the Premises or the portion of the Premises with respect to
which the Commencement Date has occurred by the total square footage of the
Rentable Area of Project. The definition in the preceding sentence shall prevail
over the Subtenant's Share figures in the Basic Sublease Information in the
event of any conflict (e.g., since the figure for the entire Premises does not
equal the total of the floor-by-floor figures, due to rounding, the former shall
prevail as the figure for the entire Premises). Sublandlord and Subtenant
conclusively agree, for purposes of this Sublease, that the Project currently
contains the number of square feet in the Rentable Area of Project as shown as
an approximation in the Basic Sublease Information above. Sublandlord shall
change this figure in the event of a change in use or configuration of the
Project, and shall provide Subtenant with notice of such change (including the
date of effectiveness).

          (b)       "Operating Expenses" is defined, for purposes of this
Sublease, to include all costs incurred by Sublandlord in the exercise of its
reasonable discretion, to the extent not included in Master Lease Expenses
below, for:

                    (i)  The operation, repair, replacement and maintenance in
     neat, clean, safe, good order and condition, of the Project (except to the
     extent Master Landlord is responsible for the Outside Areas under the
     Master Lease, the costs for which are passed through to Subtenant as Master
     Lease Expenses), including but not limited to, the following:

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

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

                                       8

<PAGE>

                    (ii)   Trash disposal, reception (if provided by
     Sublandlord) in multi-tenant buildings, janitorial (per Sublandlord's
     written specifications for such services in Exhibit I) and general Project
     security services,;

                    (iii)  Any other service or utilities to be provided by
     Sublandlord that is elsewhere in this Sublease stated to be an "Operating
     Expense";

                    (iv)   The cost of the premiums for liability and property
     insurance policies (in excess of those required by Ariba as Lessee under
     the Master Lease) to be maintained by Sublandlord under this Sublease and
     the Master Lease;

                    (v)    The amount of the real property taxes to be paid by
     Sublandlord under the Master Lease;

                    (vi)   The cost of water, sewer, gas, electricity, and other
     services to the Project;

                    (vii)  Costs in connection with the Moffett Park
     Transportation Demand Management Plan (see Master Lease Section 5.07);

                    (viii) Labor, salaries, and applicable fringe benefits and
     costs, materials, supplies and tools, used in maintaining and/or cleaning
     the Project;

                    (ix)   All costs associated with general tenant services
     made available to all subtenants of the Project, except as otherwise
     provided in this Sublease;

                    (x)    accounting and a management fee of three percent (3%)
     of actual Operating Expenses;

                    (xi)   The cost of any Capital Expenditure (defined in
     Paragraph 6.2) to the Project not payable by Subtenant under the provisions
     of Paragraph 6.2 below or by other subtenants of the Project, provided that
     such cost shall be amortized over the useful life (as determined by
     Sublandlord in its sole discretion) of each such replacement item
     (including interest on the unamortized balance at the Agreed Rate as
     defined in Section 17.02 of the Master Lease) over the remaining term of
     the Sublease, which cost would be payable in equal monthly installments
     during that time period;

                    (xii)  Replacements of equipment or improvements that have a
     useful life for depreciation purposes according to Federal income tax
     guidelines of five (5) years or less;

                    (xiii) Replacements of equipment or improvements that have a
     useful life for depreciation purposes according to Federal income tax
     guidelines of more than five (5) years, as amortized over the useful life
     of such replacement item (including interest on the unamortized balance at
     the Agreed Rate), over the remaining term of the Sublease, which cost would
     be payable in equal monthly installments during that time period.

          Notwithstanding anything to the contrary contained herein, the
     following items shall be excluded from Operating Expenses:

                    (1)    Costs associated with the operation of the business
     of the ownership or

                                       9

<PAGE>

     entity which constitutes "Sublandlord", as distinguished from the costs of
     building operations for the benefit of the Project and its tenants as a
     whole;

                    (2)    Depreciation;

                    (3)    Costs associated with the operation of any
     cafeteria -and Sublease Expenses for the Project to be apportioned to the
     square footage of the cafeteria (which costs shall be allocable to
     Subtenant as described in any Cafeteria Access Agreement attached as
     Exhibit J hereto) and costs associated with the operation of any fitness
     center and Sublease Expenses for the Project to be apportioned to the
     square footage of the fitness center (which costs shall be addressed in any
     Fitness Center Access Agreement attached as Exhibit K hereto);

                    (4)    Real estate brokers' leasing commissions, and
     advertising expenses incurred in connection with the original subleasing of
     the Project or future subleasing of the Project;

                    (5)    Legal fees and space planners' fees incurred in
     connection with the original subleasing of the Project or future subleasing
     of the Project except those attributable to subleasing by any subtenant
     (such fees to be billed directly to such subtenant);

                    (6)    Costs for which Sublandlord is reimbursed by its
     insurance carrier or any subtenant's insurance carrier;

                    (7)    Costs for all repairs, replacements, items and/or
     services for which Subtenant or any other subtenant in the Project
     reimburses Sublandlord;

                    (8)    Costs incurred by Sublandlord for services which
     Sublandlord provides selectively to one or more subtenants (other than
     Subtenant, which costs shall be billed directly to Subtenant) without
     reimbursement;

          In the calculation of any expenses hereunder, it is understood that no
     expense shall be recovered more than once. In addition, to the extent that
     Sublandlord can avoid incurring any expense described hereunder by
     enforcing available warranties or the likes, Sublandlord agrees to make
     commercially reasonable efforts to do so. Sublandlord shall use
     commercially reasonable efforts to effect an equitable proration of bills
     for services rendered to the Project. Sublandlord agrees to keep books and
     records showing the Operating Expenses in accordance with generally
     accepted accounting principles consistently maintained on a year-to-year
     basis;

                    (9)    Costs incurred by Sublandlord for Tenant Improvements
     under the Master Lease;

                    (10)   Costs for any maintenance or repair of other premises
     with the Project, or any equipment contained therein, to the extent such
     cost is attributable to the causes beyond normal wear and tear;

                    (11)   Sums payable as a result of Sublandlord's default
     under any of its obligations under the Master Lease or this Sublease
     (except to the extent such default is a result of Subtenant's default under
     this Sublease).

                                       10

<PAGE>

          (c)  "Master Lease Expenses" is defined, for purposes of this
Sublease, to include all amounts paid or payable by Sublandlord to Master
Landlord under the Master Lease (including without limitation all taxes,
assessments, fees and other impositions in accordance with the provisions of
Article IX, insurance premiums in accordance with the provisions of Article VII,
operating charges, maintenance, repair and replacement costs and expenses in
accordance with the provisions of Article VI and a Management Fee), excepting
therefrom Base Rent (as that term is defined in the Master Lease) and the costs
incurred by Sublandlord for the Tenant Improvements (as that term is defined in
the Master Lease).

          (d)  Payment. Subtenant's Share of Operating Expenses and Master Lease
Expenses (Operating Expenses and Master Lease Expenses being collectively
defined as "Sublease Expenses") shall be payable as of the Sublease Commencement
Date (or Commencement Date as the case may be)or Early Commencement (whichever
is earlier) (even if such expenses have been paid by Sublandlord prior to the
Sublease Commencement Date (or Commencement Date as the case may be) or Early
Commencement so long as such Sublease Expenses are reasonably allocable to
Subtenant as of such date) through the Expiration Date or the expiration of any
extension of the Sublease Term. Sublease Expenses shall be due and payable by
Subtenant so as to be received by Sublandlord within ten (10) days after a
reasonably detailed statement (containing duplicates of supporting financial
records, such as underlying bills and statements, of Sublandlord and Master
Landlord) of actual Sublease Expenses and the calculation of Subtenant's Share
of such expenses is presented to Subtenant by Sublandlord, which Sublandlord may
present at intervals no more frequently than monthly ("Monthly Expense
Statement"); provided that, with regard to Master Lease Expenses, Sublandlord
shall not be required to provide more information than has been offered to
Sublandlord. At Sublandlord's and/or Master Landlord's (pursuant to the Master
Lease) option, however, an amount may be estimated by Sublandlord from time to
time of Subtenant's Share of annual Sublease Expenses and the same shall be
payable monthly or quarterly, as Sublandlord shall designate, during each
calendar year of the Sublease term, on the same day as the Base Rent is due
hereunder. In the event that Subtenant pays Sublandlord's and/or Master
Landlord's estimate of Subtenant's Share of Sublease Expenses as aforesaid,
Sublandlord shall deliver to Subtenant within sixty (60) days after the
expiration of each calendar year a reasonably detailed statement (as described
above) showing Subtenant's Share of the actual Sublease Expenses incurred during
the preceding year ("Annual Expense Statement"); provided that, with regard to
Master Lease Expenses, Sublandlord shall not be required to provide more
information than has been offered to Sublandlord. If Subtenant's payments under
this Paragraph 3.2(d) during said preceding calendar year exceed Subtenant's
Share as indicated on said Annual Expense Statement, Subtenant shall be entitled
to credit the amount of such overpayment against Subtenant's Share of Sublease
Expenses next falling due, or if the Sublease term has expired, Sublandlord
shall deliver a cash refund to Subtenant with the Annual Expense Statement. If
Subtenant's payments under this paragraph during said preceding calendar year
were less than Subtenant's Share as indicated on said Annual Expense Statement,
Subtenant shall pay to Sublandlord the amount of the deficiency within ten (10)
days after delivery by Sublandlord to Subtenant of said Annual Expense
Statement. All determinations of Sublease Expenses shall made by Sublandlord in
accordance with sound accounting and management principles and shall be binding
on Subtenant for the purpose of initial payment; provided, however, that
Subtenant shall have the right to object in good faith to Sublandlord's
determinations of Sublease Expenses in accordance with the procedure in
Paragraph 3.2(e) and seek a credit (or refund after the term expires) of
correctly disputed amounts. Nothwithstanding the foregoing, Subtenant shall not
be required to pay Sublease Expenses on Building One, Floor One for the period
prior toJanuary 1, 2002, nor on Building One, Floor Four for the period prior to
July 1, 2002.

          (e)  Audit. On Subtenant's written request given not more than sixty
(60) days after Subtenant's receipt of a Monthly Expense Statement or an Annual
Expense Statement, and provided that Subtenant is not then in default under this
Sublease beyond the applicable cure period provided in this Sublease and that
Subtenant has paid all amounts required to be paid under the applicable Monthly
Expense Statement or Annual Expense Statement, then Sublandlord shall provide
Subtenant with a reasonable opportunity to review the books and records
supporting such

                                       11

<PAGE>

determination of Sublease Expenses in the office of Sublandlord, or
Sublandlord's agent, during business hours. Sublandlord shall provide this
opportunity to inspect within twenty (20) days of Subtenant's written request.

          Within fifteen (15) business days following Subtenant's inspection,
Subtenant and Sublandlord shall concurrently be provided with any audit report
prepared in connection with such inspection, and Subtenant shall advise
Sublandlord if Subtenant disputes the Sublease Expenses or Subtenant's Share of
them as set forth in the applicable Monthly Expense Statement or Annual Expense
Statement. Thereafter, if Sublandlord ascertains that an error has been made,
Subtenant's sole remedy shall be for the parties to make such appropriate
payments or reimbursements, as the case may be, including interest on any such
amount at the Agreed Rate, to each other as are determined to be owing, provided
that any reimbursements payable by Sublandlord to Subtenant may, at
Sublandlord's option, instead be credited against the Base Rent next coming due
under this Sublease unless the Sublease term has expired, in which event
Sublandlord shall refund the appropriate amount to Subtenant.

          Subtenant shall keep any information gained from its review of
Sublandlord's records confidential and shall not disclose it to any other party,
except as required by law. If requested by Sublandlord, Subtenant shall require
its employees or agents reviewing Sublandlord's records to sign a
confidentiality agreement as a condition of Sublandlord providing Subtenant the
opportunity to inspect under this Paragraph 3.2(e). Notwithstanding anything in
this Paragraph 3.2(e) to the contrary, with regard to Master Lease Expenses,
Sublandlord shall not be required to provide more information to Subtenant than
is offered to Sublandlord.

     3.3.      Abatement Reimbursement Rent.

          (a)     Generally. The parties acknowledge and agree as follows: (i)
Subtenant currently leases and occupies certain premises at 385 Ravendale Drive,
Mountain View, California ("Ravendale Premises"), under that certain Lease dated
April 24, 2000, between Subtenant and Spieker Properties, L.P., a copy of which
is attached hereto as Exhibit E and incorporated herein by this reference
("Ravendale Lease"); (ii) Subtenant's space needs that are currently fulfilled
in part by the Ravendale Premises will be satisfied by the Premises under this
Sublease; (iii) in order to alleviate the burden of carrying the obligations of
both the Ravendale Lease and this Sublease, Subtenant has requested, and
Sublandlord has agreed, that Sublandlord reduce, or abate, the Base Rent that
would otherwise be payable under this Sublease by the amount of One Million
Seven Hundred Thousand Dollars ($1,700,000) ("Abatement Amount"); and (iv) in
exchange for this abatement, Subtenant has agreed to use commercially reasonable
efforts to sublease the Ravendale Premises and upon any such sublease shall pay
to Sublandlord certain amounts due from any such subtenant(s), as well as to
perform other obligations, and make certain representations and warranties,
pursuant to this Paragraph 3.3.

          (b)     Calculation of Abatement Reimbursement Rent. In addition to
Subtenant's obligation to pay Base Rent and Subtenant's Share of all Operating
Expenses and Master Lease Expenses, Subtenant agrees to pay to Sublandlord
"Abatement Reimbursement Rent," which shall be defined as follows: one hundred
percent (100%) of all Rent paid to Subtenant by any and all sublessees of
Subtenant subleasing any portion of the Ravendale Premises during the thirteen
(13) month period immediately following the Sublease Commencement Date
("Reimbursement Period"), less leasing commissions payable by Subtenant under
the Ravendale Lease for such sublet portions of the Ravendale Premises. For the
purposes of this Paragraph 3.3, the term "Rent" shall not include the proceeds
received from the sale or rental at fair market value of capital assets located
at the Ravendale Premises, or any bonus rent payable to Subtenant's landlord
under the terms of the Ravendale Lease.

          (c)     Payment. All Abatement Reimbursement Rent shall be due and
payable from Subtenant to Sublandlord ten (10) days following the date such sums
are due and paid to Subtenant (or paid to a third party, for any reason). In the
event that any Abatement Reimbursement Rent is paid or payable by Subtenant's
sublessee in a form

                                       12

<PAGE>

other than cash, Subtenant shall pay to Sublandlord in cash the fair value of
such consideration. Promptly upon the effectiveness of any subletting of the
Ravendale Premises by Subtenant, Subtenant shall certify to Sublandlord, in
writing, the amount and schedule of Abatement Reimbursement Rent payments due
hereunder. Abatement Reimbursement Rent is payable without notice or demand.
Failure by Subtenant to timely and fully make payments of Abatement
Reimbursement Rent shall be treated like any other failure to timely and fully
pay Rent hereunder and shall entitle Sublandlord to all the rights and remedies
resulting from such failure.

          (d)       Representations. Subtenant represents and warrants to
Sublandlord as follows: (i) Subtenant has the right to sublet the Ravendale
Premises, subject only to those restrictions contained in Paragraph 21 of the
Ravendale Lease; (ii) Subtenant is entitled to retain one hundred percent (100%)
of all rent from any subleasing of the Ravendale Lease, subject only to those
limitations contained in Paragraph 21 of the Ravendale Lease; (iii) the document
attached as Exhibit E to this Sublease is a true and complete copy of the
Ravendale Lease and represents the entire agreement between Subtenant and
Spieker Properties, L.P., with respect to the lease of the Ravendale Premises;
(iv) Subtenant has not assigned, encumbered or otherwise transferred any
interest in the Ravendale Premises; and (v) there is no default, or any
condition which with the passage of time or the giving of notice, or both, would
constitute a default, on the part of either party to the Ravendale Lease.

     3.4.      Generally. All monetary obligations of Subtenant under this
Sublease, including Sublease Expenses, shall be deemed rent and shall be
referred to herein as "Rent". Rent is payable without any setoff, deduction,
abatement, or offset whatsoever, except as otherwise expressly provided herein.
Acceptance of a payment which is less than the amount then due shall not be a
waiver of Sublandlord's rights to the balance of such Rent, regardless of
Sublandlord's endorsement of any check so stating. Rent is payable in lawful
money of the United States and shall, unless otherwise provided herein, be paid
to Sublandlord at: Ariba, Inc., 807 Eleventh Avenue, Sunnyvale, California,
94089, Attn: Real Estate Manager; or at such other place as Sublandlord may
specify from time to time by written notice to Subtenant.

     3.5.      Late Payment. If Subtenant shall fail to pay any Rent so that it
is received within five (5) days (or ten (10 days in the case of Sublease
Expenses and Abatement Reimbursement Rent only) of the date when payment is due,
such unpaid amount shall bear interest from the due date to the date of payment
at the lower of the following rates: (i) the Agreed Rate and (i) the maximum
rate allowed by applicable usury law. Subtenant acknowledges that late payment
of Rent will cause Sublandlord to incur costs not contemplated by this Sublease,
the exact amounts of which are extremely difficult and impracticable to fix.
Such costs include, without limitation, processing and accounting charges, and
late charges which may be imposed on Sublandlord by the terms of the Master
Lease. Therefore, if any installment or other payment of Rent due from Subtenant
is not received by Sublandlord within five (5) days of the date when payment is
due, Subtenant shall pay to Sublandlord an additional sum of five percent (5%)
of the amount of the installment. The parties agree that this late charge
represents a fair and reasonable estimate of the costs that Sublandlord will
incur by reason of late payment by Subtenant. Acceptance of any late charge
shall not constitute a waiver of Subtenant's default with respect to the overdue
amount, or prevent Sublandlord from exercising any of the other rights and
remedies available to Sublandlord. Subtenant shall further pay to Sublandlord
the sum of One Hundred Dollars ($100) for any check from Subtenant to
Sublandlord which is returned or not honored by the bank on which it is drawn,
which sum the parties agree is a fair and reasonable estimate of the cost to
Sublandlord of handling such returned or dishonored check.

4.      Security Deposit.

     To secure the faithful performance by Subtenant of all the covenants,
conditions and agreements in this Sublease set forth and contained on the part
of Subtenant to be fulfilled, kept, observed and performed including, but not by
way of limitation, such covenants and agreements in this Sublease which become
applicable upon the termination of the same by re-entry or otherwise, Subtenant
shall deposit with Sublandlord a security deposit in the

                                       13

<PAGE>

amount of Twelve Million Four Hundred Thousand Dollars ($12,400,000) (the
"Security Deposit"), payable in stages as follows:

     a.  $8,800,000 within ten (10) business days following the execution of
         this Sublease by both parties.

     b.  $3,600,000 upon: 1) the Commencement Date of the Third Floor and Fourth
         Floor of Building Four, or 2) such earlier date as Subtenant gains
         access under Paragraph 2.2(b) herein (Fixturing Period).

The Security Deposit may be in the form of cash or an irrevocable standby letter
of credit, as described below. Subtenant agrees that: (a) the Security Deposit
or any portion thereof may be applied to the curing of any Breach under this
Sublease (including, without limitation, the Work Letter Agreement, provided
that with respect to Breaches under the Work Letter Agreement the Construction
Security Deposit must first be exhausted) that may exist at the time of
application, including any Rent owing at the end of the Sublease term or to the
payment of any Abatement Reimbursement Rent that may become due pursuant to
Paragraph 13.3, without prejudice to any other remedy or remedies which
Sublandlord may have on account thereof; (b) upon such application Subtenant
shall (i) pay Sublandlord on demand the amount so applied which shall be added
to the Security Deposit so the same may be restored to its original amount, or
(ii) in the event that Subtenant elects to deposit a Letter of Credit, upon
written notice from Sublandlord to Subtenant specifying the amount drawn on the
Letter of Credit and the particular purpose for which such amount was applied,
Subtenant shall deliver within ten (10) days (at its sole cost and expense) to
Sublandlord an amendment to the Letter of Credit or a replacement Letter of
Credit in an amount equal to the then existing balance of the Letter of Credit
(prior to such draw);(c) should the Master Lease be assigned by Sublandlord, the
Security Deposit or any portion thereof not previously applied and the Prepaid
Rent or any portion thereof not previously applied shall be turned over (or
assigned) to Sublandlord's assignee, and upon assumption of Sublandlord's
obligations under this Sublease, Subtenant shall release Sublandlord from any
and all liability with respect to the Security Deposit and/or its application or
return; (d) Sublandlord or its successor shall not be obligated to hold the
Security Deposit as a separate fund, but on the contrary may commingle the same
with its other funds; (e) the sum deposited or the portion thereof not
previously applied, shall be returned to Subtenant without interest following
the expiration of the Term of this Sublease or any renewal or extension thereof,
except to the extent reasonably required to cure any Breach by Subtenant of any
of its obligations hereunder and provided that Subtenant has vacated the
Premises and surrendered possession thereof to Sublandlord at the expiration of
the Term or any extension or renewal thereof as provided herein; (f) in the
event that Sublandlord terminates this Sublease or Subtenant's right to
possession by reason of a Breach by Subtenant, Sublandlord may apply the
Security Deposit against damages suffered to the date of such termination and/or
may retain the Security Deposit to apply against such damages as may be suffered
or shall accrue thereafter by reason of Subtenant's Breach; (g) in the event any
bankruptcy, insolvency, reorganization or other creditor-debtor proceedings
shall be instituted by or against Subtenant, or its successors or assigns, the
Security Deposit shall be deemed to be applied first to the payment of any Rent
due Sublandlord for all periods prior to the institution of such proceedings,
and the balance, if any, of the Security Deposit may be retained or paid to
Sublandlord in partial liquidation of Sublandlord's damages.

     If Subtenant elects to deposit the Security Deposit by a letter of credit,
such letter of credit shall be an irrevocable, unconditional, standby letter of
credit in a form substantially similar to the form attached hereto as Exhibit F
and incorporated herein (such letter of credit, together with any renewal or
replacement letters of credit delivered or to be delivered by Subtenant under
this Paragraph, shall be referred to herein collectively as the "Letter of
Credit"). The Letter of Credit shall be issued by a national money center bank
with an office in San Francisco, California (the "Issuer"). The final form of
the Letter of Credit, the identity of the Issuer, and the form of any
replacement Letter of Credit shall be acceptable to Sublandlord in its sole
discretion. The Letter of Credit shall be for an initial term of not less than
twelve (12) months and shall be maintained in force at all times from issuance
through sixty (60) days following the expiration or earlier termination of this
Sublease. If Subtenant fails at least forty-five (45) days prior to the
expiration date of an outstanding Letter of Credit to (i) renew the Letter of
Credit or (ii) deliver to Sublandlord either a replacement

                                       14

<PAGE>

Letter of Credit or cash in the full amount of the Security Deposit required
hereunder, such failure shall be a default under this Sublease (without the
requirement of notice) entitling Sublandlord, in addition to its other remedies,
to draw down all or part of the current Letter of Credit. Sublandlord shall have
the right, upon a transfer or assignment of its rights as landlord under this
Sublease, to require Subtenant to deliver a replacement Letter of Credit
designating Sublandlord's successor as the beneficiary, at Subtenant's sole cost
and expense. No draw under the Letter of Credit shall be deemed a waiver of, or
be deemed to have cured, any Default by Subtenant under any provision of this
Sublease except to the extent directly applied to cure such Default(s).

     Each time the financial milestones described below have been met, and
provided that as of the effective date of any reduction of the Security Deposit,
Subtenant is neither (i) in Breach under this Sublease, nor (ii) in Default in
the payment of Rent or the providing of any security deposit required to be made
under this Sublease, the required Security Deposit shall be reduced by twenty-
five percent (25%) of its then existing amount, which reduction shall be
effective on the first day of any calendar quarter following receipt by
Sublandlord of a valid and complete "Security Deposit Notice" as defined below
(with respect to such reduction). Sublandlord shall provide written notice to
Subtenant as to whether there then exists any Defaults in the payment of Rent,
within five (5) business days after receiving a written request therefor from
Subtenant. If Sublandlord shall fail to provide such written notice within said
five (5) business day period, then solely for purposes of determining whether
Subtenant is entitled to a reduction of the Security Deposit under this Section
4, no Default shall be deemed to exist as of the date of Subtenant's request. If
submitted, Sublandlord's written notice regarding any Defaults shall be
conclusive for the purpose of such reduction; however, Subtenant may then bring
any disputed Default current (in which event, Subtenant shall not be precluded
from the then applicable reduction of the Security Deposit) and file request
with Sublandlord for reconciliation (using documentation as otherwise required
of Sublandlord herein) and refund.

     In order to qualify for a Security Deposit reduction as described above,
Subtenant must have achieved four (4) consecutive quarters, not including any
quarters counted toward any previous Security Deposit reduction hereunder, in
which Subtenant has positive net income (as reported in the Subtenant's
Condensed Consolidated Statement of Operations as filed on Form 10-Q), and
Subtenant's total aggregate net income over such four quarters is Five Million
Dollars ($5,000,000) or more. For purposes of this paragraph, the computation of
"net income" for each such quarter shall exclude certain non-cash expenses
including only the following: amortization of deferred stock-based compensation,
amortization of acquired intangible assets and write-offs of in-process research
and development, facilities abandonment write-downs, and acquisition related
charges, as those items are set forth on Subtenant's Condensed Consolidated
Statement of Operations.

     If Subtenant qualifies for a reduction in the Security Deposit, Subtenant
shall provide Sublandlord with written notice requesting that the Security
Deposit be reduced as provided above (the "Security Deposit Notice"), which
notice must be accompanied by evidence (which may include audited or reviewed
financial statements for the applicable time periods) demonstrating to
Sublandlord's reasonable satisfaction that Subtenant has met the required
financial milestones. If Subtenant provides Sublandlord with a valid Security
Deposit Notice, Sublandlord shall cooperate with Subtenant to promptly reduce
the total amount of the Letter of Credit, or in the event of a cash Security
Deposit, refund the applicable portion of the Security Deposit to Subtenant
within forty-five (45) days after the later to occur of (a) Sublandlord's
receipt of the Security Deposit Notice, or (b) the date upon which Subtenant is
entitled to a reduction in the Security Deposit as provided above.

     Notwithstanding anything herein to the contrary, (a) in no event will the
amount of the required Security Deposit be less than (i) $2,547,771.96 during
the Original Term, and (ii) $3,260,094.00 during the Option Period (see
Paragraph 39), and (b) in the event Sublandlord applies any portion of the
Security Deposit pursuant to the provisions of this Paragraph 4, Subtenant shall
be disqualified from reduction in the Security Deposit for a period of twenty-
four (24) months following such application.

                                       15

<PAGE>

5.        Use.

     5.1.      Use. Subtenant shall use the Premises for those uses permitted
under the Master Lease ("Agreed Use"), and for no other purpose, without the
prior written consent of Sublandlord (which consent may be withheld in
Sublandlord's reasonable discretion) and the Master Landlord (which consent may
be withheld by Master Landlord pursuant to the terms of Section 5.01 of the
Master Lease). Subtenant's use of the Premises shall be subject to all of the
terms and conditions of the Master Lease relating to use.

          Subject to Sublandlord's reasonable prior written approval as to time
and location (electronic mail shall be acceptable for such submission of
requests and approvals), and subject to each of Subtenant's indemnification
obligations hereunder, Subtenant shall be permitted to host social events during
which alcoholic beverages may be responsibly served within the Project,
including the exterior Common Areas about or around Building One.

     5.2.      Hazardous Materials.

          (a)     Reportable Uses Require Consent. The term "Hazardous
Materials" as used in this Sublease shall be defined as in subsection 17.22(a)
of the Master Lease. Subtenant shall not engage in any activity in or on the
Premises which constitutes a Reportable Use (as defined below) of any Hazardous
Materials without the express prior written consent of Sublandlord and timely
compliance at Subtenant's expense with all Applicable Requirements as defined in
Paragraph 5.3. "Reportable Use" shall mean (i) the installation or use of any
above or below ground storage tank, (ii) the generation, possession, storage,
use, transportation, or disposal of any Hazardous Materials that requires a
permit from, or with respect to which a report, notice, registration or business
plan is required to be filed with, any governmental authority, and/or (iii) the
presence at the Premises of any Hazardous Materials with respect to which any
Applicable Requirements requires that a notice be given to persons entering or
occupying the Premises or neighboring properties. Notwithstanding the foregoing,
subject to consent of Master Landlord and in compliance with all Applicable
Requirements Subtenant may use and/or store the following materials (to the
extent such use does not expose the Premises or neighboring property to any
meaningful risk of contamination or damage or expose Sublandlord to any
liability therefor): (i) any ordinary and customary materials reasonably
required to be used in the normal course of the Agreed Use, so long as such use
is not a Reportable Use, and (ii) up to six hundred and sixty (660) gallons of
diesel fuel even though such use is a Reportable Use so long as Subtenant makes
proper report of the use of such material.. In addition, Sublandlord may
condition its consent to any Reportable Use upon receiving written consent of
Master Landlord and such additional assurances as Sublandlord reasonably deems
necessary to protect itself, the public, the Premises and/or the environment
against damage, contamination, injury and/or liability, including, but not
limited to, the installation (and removal on or before Sublease expiration or
termination) of protective modifications (such as concrete encasements) and/or
increasing the Security Deposit.


          (b)     Duty to Inform Sublandlord. If Subtenant knows, or has
reasonable cause to believe, that a Hazardous Materials have come to be located
in, on, under or about the Premises, other than as previously consented to by
Sublandlord, Subtenant shall immediately give written notice of such fact to
Sublandlord, and provide Sublandlord with a copy of any report, notice, claim or
other documentation which it has concerning the presence of such Hazardous
Materials.

          (c)     Subtenant Remediation. Subtenant shall not cause or permit any
Hazardous Materials to be spilled or released in, on, under, or about the
Premises (including through the plumbing or sanitary sewer system) and shall
promptly, at Subtenant's expense, take all investigatory and/or remedial action
reasonably recommended, whether or not formally ordered or required, for (i) the
cleanup of any contamination in violation of Environmental Laws (as defined in
Section 17.22(a)) or of the Master Lease), and (ii) the maintenance, security
and/or monitoring of the Premises or neighboring properties, to the extent that
such contamination was caused or materially contributed to

                                       16

<PAGE>

by Subtenant, or pertaining to or involving any Hazardous Materials brought onto
the Premises during the term of this Sublease, by or for Subtenant, or any third
party.

          (d)     Sublandlord's Hazardous Materials Representation. Sublandlord
represents that, to the best of Sublandlord's knowledge, Exhibit I of the Master
Lease (attached hereto) and Exhibit M (attached hereto) are a complete
description of the Hazardous Materials on, around, or beneath the Property as of
the Effective Date. For the sake of convenience these exhibits shall be provided
in a separate binding from the Sublease and a list of all the materials shall be
included in Exhibit M hereto and Subtenant acknowledges that it has received
such documents. Subtenant acknowledges that in providing this representation,
Sublandlord has satisfied any obligations of disclosure pursuant to California
Health & Safety Code 25359.7.

          (e)     Subtenant Indemnification. Subtenant shall indemnify, defend
and hold Sublandlord and Master Landlord, their agents, employees, Lenders (as
defined with respect to Sublandlord in Paragraph 29.1 of the Sublease and as
used by Master Landlord in the Master Lease), and ground lessor, if any,
harmless from and against any and all loss of rents and/or damages, liabilities,
judgments, claims, expenses, penalties, and attorneys' and consultants' fees
arising out of or involving any Hazardous Materials brought onto the Premises
during the term (and any extension thereof) of this Sublease in violation of
Environmental Laws or Master Lease by or for Subtenant, or any third party,
including but not limited to other subtenants of the Project (other than
Sublandlord while Sublandlord is a tenant of the Project). Subtenant's
obligations shall include, but are not limited to, the effects of any
contamination or injury to person, property or the environment created or
suffered by Subtenant, and the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of
this Sublease. No termination, cancellation or release agreement entered into by
Sublandlord and Subtenant shall release Subtenant from its obligations under
this Sublease with respect to Hazardous Materials, unless specifically so agreed
by Sublandlord in writing at the time of such agreement. Subtenant shall not be
responsible or liable for, nor have an obligation to indemnify, defend or hold
harmless, pursuant to this Subparagraph 5.2(e), Sublandlord and Master Landlord,
their agents, employees, Lenders, and ground lessor, if any, from any and all
loss of rents and/or damages, liabilities, judgments, claims, expenses,
penalties, and attorneys' and consultants' fees, not directly or indirectly
caused by Subtenant.

     5.3.      Subtenant's Compliance with Applicable Requirements. Except as
otherwise expressly provided in this Sublease, Subtenant shall, at Subtenant's
sole expense, fully, diligently and in a timely manner, comply with all
applicable laws, covenants or restrictions of record, regulations, ordinances,
and building codes ("Applicable Requirements"), the requirements of any
applicable fire insurance underwriter or rating bureau, and the recommendations
of Sublandlord's engineers and/or consultants which relate in any manner to the
Premises to the Agreed Use of the Premises, without regard to whether said
requirements are now in effect or become effective later. Subtenant shall,
within 10 days after receipt of Sublandlord's written request, provide
Sublandlord with copies of all permits and other documents, and other
information evidencing Subtenant's compliance with any Applicable Requirements
specified by Sublandlord, and shall immediately upon receipt, notify Sublandlord
in writing (with copies of any documents involved) of any threatened or actual
claim, notice, citation, warning, complaint or report pertaining to or involving
the failure of Subtenant or the Premises to comply with any Applicable
Requirements.

     5.4.      Inspection; Compliance. Subject to Subparagraph 32.2, Sublandlord
and any of Sublandlord's Lenders (as defined in Paragraph 29.1) and consultants
shall have the right to enter into Premises at any time, in the case of an
emergency, and otherwise at reasonable times, for the purpose of inspecting the
condition of the Premises and for verifying compliance by Subtenant with this
Sublease. The cost of any such inspections shall be paid by Sublandlord, unless
a violation of Applicable Requirements, or a contamination is found to exist or
be imminent, or the inspection is requested or ordered by a governmental
authority. In such case, Subtenant shall upon request reimburse

                                       17

<PAGE>

Sublandlord for the cost of such inspection, so long as such inspection is
reasonably related to the violation or contamination.

6.        Delivery of Possession.

     6.1.      Condition.


          (a)     Generally. Subject to Paragraph 40 and 6.2 below, the Premises
shall be in compliance with the terms of Section 5.02(a) of the Master Lease as
of the Sublease Commencement Date. Any alterations or repairs of the Premises,
during the period from the Sublease Commencement Date to any Commencement Date
for any portion of the Premises tendered by Sublandlord to Subtenant subsequent
to the Sublease Commencement Date, to maintain such compliance shall be paid for
and performed in accordance with Paragraphs 3.2 and 6.2 herein. Notwithstanding
anything to the contrary contained in this Sublease, upon Subtenant's request,
Sublandlord shall use commercially reasonable efforts to (1) enforce Master
Landlord's one year warranty as described in Section 5.04 of the Master Lease,
and (2) pursue any and all of the contractor's and manufacturer's guarantees and
warranties and causes of action ("Construction Warranties") (to the extent such
Construction Warranties are assigned to Sublandlord). Subject to Sublandlord
receiving timely notice of the need for such enforcement, Sublandlord shall
enforce the warranties described in Subparagraphs 6.1(a)(1) and 6.1(a)(2) above
for Subtenant's benefit to the extent such warranties are available with respect
to matters that affect the Premises and/or the Project and which give rise to an
obligation of Subtenant (either directly or as a result of costs passed through
from Sublandlord to Subtenant under the terms of this Sublease). In addition,
Sublandlord shall tender possession of the Premises, the configuration of which
is described below, to Subtenant broom clean and free of debris with all offices
wired with CAT 5E data lines and substantially in accordance with the terms of
the second sentence of Paragraph 5.03 of the Master Lease (except with respect
to B1F1, which shall be delivered in accordance with the Work Letter).
Sublandlord specifically disclaims any and all representations and warranties,
express or implied, oral or written, associated with the Premises, including but
not limited to those concerning habitability, safety, suitability or fitness for
Subtenant's intended purposes. Subtenant hereby accepts the Premises in the
condition existing when possession is tendered without such representations,
warranties or covenants by Sublandlord. Sublandlord has provided Subtenant and
Subtenant acknowledges receipt of Construction Drawings by Garcia Francica
identified as Delta 1-19-01 and Delta NSI 4-13-01) (including detailed
mechanical, electrical and plumbing information) for Building One.



                            Premises Configuration

<TABLE>
<CAPTION>

               Building No.    Floor No.     No. of Offices      No. of Conference Rooms      No. of IDC Rooms
               --------------------------------------------------------------------------------------------------
               <S>            <C>           <C>                <C>                            <C>
               One             1             0                   0                            2
               --------------------------------------------------------------------------------------------------
                               2             31                  10                           2
               --------------------------------------------------------------------------------------------------
                               3             33                  13                           2
               --------------------------------------------------------------------------------------------------
                               4             31                  15                           2
               --------------------------------------------------------------------------------------------------
               Four            3             28                  16                           2
               --------------------------------------------------------------------------------------------------
                               4             28                  15                           2
               --------------------------------------------------------------------------------------------------
</TABLE>

                                       18

<PAGE>

          (b)       Building One. The rights and obligations of the parties
regarding construction of the Subtenant Improvements (as defined in the Work
Letter Agreement attached hereto as Exhibit I) in and around Building One are
stated in the Work Letter Agreement and such Work Letter Agreement is
incorporated herein by this reference.

          (c)  Building Four Conduit. In addition, prior to delivery to
Subtenant of any Building Four portion of the Premises (or any substituted
premises as provided for hereunder), Sublandlord shall provide free of charge
two (2) each four-inch conduit to be used by Subtenant at its sole cost and
expense to connect Subtenant's computer facilities in Building One to those in
Building Four or such substituted premises.

     6.2.      Compliance. Sublandlord makes no representation or warranty
whatsoever with respect to compliance of the Premises with the Applicable
Requirements except as expressly provided herein. If Subtenant knows, or has
reasonable cause to believe, that any violation of an Applicable Requirement
exists, Subtenant shall immediately give written notice of such fact to
Sublandlord, and provide Sublandlord with a copy of any report, notice, claim or
other documentation which it has concerning such violation or possible violation
so that Sublandlord may enforce its rights to have such violations corrected and
paid by Master Landlord pursuant to Article V of the Master Lease. Subject to
allocation of costs as set forth below, performance of the work necessary to
bring the Premises into compliance shall be the responsibility of Subtenant if
Sublandlord so elects. Subtenant is responsible for determining whether or not
the Applicable Requirements, and especially the zoning, are appropriate for
Subtenant's intended use, and acknowledges that past uses of the Premises may no
longer be allowed. If the Applicable Requirements are hereafter changed so as to
require during the term of this Sublease the construction of an addition to or
an alteration of the Project, the remediation of any Hazardous Materials not
known as of the Sublease Commencement Date, or the reinforcement or other
physical modification of the Project ("Capital Expenditure"), then to the extent
that such work is not the responsibility of Master Landlord under the terms of
the Master Lease, Sublandlord and Subtenant shall allocate the cost of such work
as follows:

          (a)  Subject to Paragraph 6.2(c) below, if such Capital Expenditures
are required as a result of the specific and unique use of the Premises by
Subtenant as compared with uses by tenants in general, Subtenant shall be fully
responsible for the cost thereof.

          (b)  If such Capital Expenditure is not the result of the specific and
unique use of the Premises by Subtenant (such as, governmentally mandated
seismic modifications), then Sublandlord and Subtenant shall allocate the
obligation to pay for the portion of such costs reasonably attributable to the
Premises, amortized over the remaining term of the Master Lease (including
interest on the unamortized balance as is then reasonable in the judgment of
Sublandlord's accountants). Notwithstanding the foregoing, if such Capital
Expenditure is required during the last 2 years of this Sublease or if
Sublandlord reasonably determines that it is not economically feasible to pay
its share thereof, Sublandlord shall have the option to terminate this Sublease
upon 90 days prior written notice to Subtenant unless Subtenant notifies
Sublandlord, in writing, within 10 days after receipt of Sublandlord's
termination notice that Subtenant will pay for such Capital Expenditure.
However, in such an event, Sublandlord agrees that the Premises shall remain
vacant during the remainder of the Term, and this representation shall survive
the termination of this Sublease.

          (c)  Notwithstanding the above, the provisions concerning Capital
Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements. If the Capital Expenditures are instead triggered by
Subtenant as a result of an actual or proposed change in use, change in
intensity of use, or modification to the Premises then, and in that event,
Subtenant shall be fully responsible for the cost thereof, and Subtenant shall
not have any right to terminate this Sublease.

                                       19

<PAGE>

          6.3. Acknowledgements. Subtenant acknowledges that Subtenant has made
               ----------------
such investigation as it deems necessary with reference to the physical
condition of the Property and assumes all responsibility therefor as the same
relate to its occupancy of the Premises, and Sublandlord has not made any oral
or written representations or warranties with respect to said matters other than
as set forth in this Sublease.

     7.   Utilities and Services.

          7.1. Standard Subtenant Utilities and Services. Subject to applicable
               -----------------------------------------
government rules, regulations, and guidelines and the rules or actions of the
utility furnishing the service, Sublandlord shall provide the utilities and
services described in this Paragraph 7 on all days during the term of this
Sublease, unless otherwise stated in this Sublease. The cost of all utilities
and services described in this Paragraph 7 shall be reimbursed to Sublandlord as
Operating Expenses, except as otherwise provided.

          7.2. Heating and Air-Conditioning; Lobby Access; Subtenant
               -----------------------------------------------------
Access. Subject to Paragraph 7.3 below, Sublandlord shall provide heating and
------
air-conditioning when necessary for normal comfort for normal office use in the
Premises, as reasonably determined by Sublandlord, on Mondays through Fridays
from 7 a.m. through 6 p.m. or such shorter periods as may be prescribed by any
applicable policies or regulations adopted by any utility or governmental
agency, except for the dates of observation of such locally or nationally
recognized holidays as designated by Sublandlord from time to time and currently
including New Year's Day, Martin Luther King Day, Presidents' Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, the Friday following Thanksgiving
Day, and Christmas Day ("Holidays"), such periods being defined herein as ("HVAC
Hours"). Once the Sublease term has commenced with respect to any portion of
Building One and Building Four, respectively, Sublandlord shall provide access
to the Building One and Building Four lobbies, respectively, for use by
Subtenant's invitees on Mondays through Fridays from 8 a.m. through 5 p.m.,
excluding Holidays ("Lobby Hours"). Sublandlord shall provide Subtenant access
to the Premises twenty-four (24) hours per day, seven (7) days per week.

          7.3. Electricity and Gas. Subject to Subtenant's payment for
               -------------------
electricity and gas furnished to the Premises as described in Section 7.3.1,
Sublandlord shall provide gas and electricity for lighting and power in the
Premises if:

               (a) The connected electrical load for lighting does not exceed an
average of one (1) watt per square foot of the Premises during the HVAC Hours on
a monthly basis; and

               (b) The connected electrical load (encompassing HVAC and office
"plug load" meaning the electrical receptacles/outlets where Subtenant may run
electrical office equipment and machinery) for all other power purposes does not
exceed an average of two (2) watts per square foot of the Premises during the
HVAC Hours on a monthly basis.

Except as mutually agreed by the parties, electricity for Subtenant's lighting
and other power purposes shall be at approximately one-hundred and ten (110)
volts. No electrical receptacle/outlet in the Premises for the supply of power
shall require a current capacity exceeding 110 volts AC/twenty (20) amperes.
Sublandlord shall replace lamps, starters, and ballasts for Building-standard
lighting fixtures only within the Premises on Subtenant's request and at
Subtenant's expense. Subtenant shall replace lamps, starters, and ballasts for
non-Building-standard lighting fixtures within the Premises at Subtenant's
expense. Sublandlord expressly reserves the right to select the electricity and
telecommunications access providers for the Buildings and/or the Project.

     Notwithstanding anything contained in this Paragraph 7.3, Sublandlord shall
not be required to provide any electricity or gas to Building One of the
Premises. Pending appropriate Sublandlord, Master Landlord (if required) and
regulatory approvals as set forth in this Sublease, Building Four Floors Three
and Four may be separately metered for

                                       20

<PAGE>

gas and electricity (for plug load and lighting, not HVAC) prior to their
respective Commencement Dates or as otherwise agreed by Subtenant and
Sublandlord. All costs associated with the installation of such separate
metering shall be borne by Subtenant.

          7.3.1   Notwithstanding anything to the contrary contained in this
Sublease, except as specifically provided below, Subtenant shall not be
allocated any costs for electricity and gas under Paragraphs 3.2(b) or 7.7
herein (with respect to extended HVAC Hours).

     With respect to Building One, Subtenant shall contract directly with the
provider for electricity and gas to Building One and shall be exclusively
responsible for the payment of all electricity and gas furnished to that
building.

     With respect to Building Four, Floors Three and Four or any portions
thereof (or substitute premises pursuant to the exercise of Sublandlord's rights
under Paragraph 40) (the "August 2003 Space"), Subtenant shall pay for
electricity and gas for the August 2003 Space based on the immediately preceding
month's electricity and gas bill for Building One, which amount shall be paid
concurrently with Sublease Expenses. Upon the applicable Commencement Date or
Early Commencement date, Subtenant shall provide a copy of the immediately
preceding month's electricity and gas bill to Sublandlord. The calculation of
Subtenant's electricity and gas costs for the August 2003 Space shall be
determined by dividing the immediately preceding month's electricity and gas
bill for Building One by the number of square feet of Rentable Area of the
Premises for that building (i.e., 175,082) and multiplying that "cost per square
foot" by the total number of square feet contained within the August 2003 Space.
After provision of the initial electricity and gas bill, a copy of each
preceding month's electricity and gas bill for Building One shall be included
with Subtenant's payment of Sublease Expenses.

     7.4.         Water; Trash Disposal. Sublandlord shall provide water from
the regular Building outlets for drinking, lavatory, and toilet purposes.
Sublandlord shall provide regular trash disposal.

     7.5.         Janitorial Services. Sublandlord shall provide janitorial
services in and about the Premises on Mondays through Fridays, except on
Holidays. The current schedule for janitorial service is attached hereto Exhibit
L, which is subject to change by Sublandlord. Sublandlord shall not be required
to provide janitorial services to above-standard improvements installed in the
Premises. Subtenant may procure additional janitorial services for the Premises
solely from Sublandlord's designated janitorial service provider at Subtenant's
sole and exclusive cost.

     7.6.         Elevator. Elevator service for the use of Subtenant, in common
with other occupants of the Buildings, 24 hours a day, 7 days a week, year-round
(except for non-operation for maintenance and safety purposes). Subtenant shall
not use the elevators to access areas of the Buildings occupied by other tenants
and Sublandlord reserves the right to take appropriate measures to restrict such
access. Subtenant shall release Sublandlord and shall indemnify, protect,
defend, and hold Sublandlord harmless from all liabilities, claims, costs,
expenses, and damages arising therefrom or in connection with Subtenant's use
and the use of its employees, contractors, suppliers, customers, and invitees,
except to the extent that such liabilities, claims, costs, expenses, and damages
arise from the grossly negligent maintenance of such elevators by Sublandlord or
its agent.

     7.7.         Overstandard Subtenant Use. Subtenant shall not, without
Sublandlord's prior written consent, use heat-generating machines, machines
other than normal fractional horsepower office machines, or equipment or
lighting other than building standard lights in the Premises that may affect the
temperature otherwise maintained by the air-conditioning system or increase the
water normally furnished to the Premises by Sublandlord under this Paragraph.
Furthermore, Subtenant shall not use any machines or equipment where such use is
in violation of the Master Lease.

If such consent is given, Sublandlord shall have the right to install
supplementary air-conditioning units or other

                                       21

<PAGE>

facilities in the Premises, including supplementary or additional metering
devices. On billing by Sublandlord, Subtenant shall pay the cost for such
supplementary facilities, including the cost of (a) installation, operation, and
maintenance; (b) increased wear and tear on existing equipment; and (c) other
similar charges.

If Subtenant uses water, electricity, heat, or air-conditioning in excess of
that required to be supplied by Sublandlord under this Paragraph (as a result,
for example, of extended hours of operation, heavier use of duplicating,
computer, telecommunications, or other equipment in excess of the normal use for
general office uses in the Project, or a density of workers in excess of the
normal density for general office uses in the Project) Subtenant shall pay to
Sublandlord, on billing, the cost of (a) the excess service; (b) installation,
operation, and maintenance of equipment installed to supply the excess service;
and (c) increased wear and tear on existing equipment caused by Subtenant's
excess consumption. Sublandlord may install devices to separately meter any
increased use or reasonably and equitably estimate the cost of such increased
use. On demand, Subtenant shall pay the increased cost directly to Sublandlord,
including the cost of the additional metering devices.

Subtenant's use of electricity shall never exceed the capacity of the feeders
serving the Building and Premises or the risers or wiring installation. If heat,
ventilation, or air-conditioning are used on the Premises during hours other
than those for which Sublandlord is obligated to supply such utilities under
this Paragraph, Sublandlord shall supply such utilities to Subtenant at an
hourly cost to Subtenant as Sublandlord shall from time to time establish.
Amounts payable by Subtenant to Sublandlord under this Paragraph 7.7 for use of
additional utilities shall be payable in their entirety by Subtenant upon
invoicing by Sublandlord and are excluded from Operating Expenses.

     7.8.      Interruption of Utilities.  Subtenant agrees that Sublandlord
shall not be liable for damages, by abatement of Rent or otherwise, for failure
to furnish or delay in furnishing any service (including telephone and
telecommunication services) or for diminution in the quality or quantity of any
service when the failure, delay, or diminution is entirely or partially caused
by:

   (a) Breakage, repairs, replacements, or improvements;

   (b) Strike, lockout, or other labor trouble;

   (c) Inability to secure electricity, gas, water, or other fuel at the
       Building;

   (d) Accident or casualty;

   (e) Act or default of Subtenant or other parties; or

   (f) Any other cause beyond Sublandlord's reasonable control.

Such failure, delay, or diminution shall not be considered to constitute an
eviction or a disturbance of Subtenant's use and possession of the Premises or
relieve Subtenant from paying Rent or performing any of its obligations under
this Sublease.

     Sublandlord shall not be liable under any circumstances for a loss of or
injury to property, for personal injury or death, or for injury to or
interference with Subtenant's business, including loss of profits through, in
connection with, or incidental to a failure to furnish any of the utilities or
services under this Paragraph 7. Sublandlord may comply with mandatory or
voluntary controls or guidelines promulgated by any government entity relating
to the use or conservation of energy, water, gas, light, or electricity or the
reduction of automobile or other emissions without creating any liability of
Sublandlord to Subtenant under this Sublease as long as compliance with
voluntary controls or guidelines does not materially and unreasonably interfere
with Subtenant's use of the Premises.

                                       22

<PAGE>

     7.9.  Utility Providers. Except with respect to Building One, Sublandlord
may, in Sublandlord's sole and absolute discretion, at any time and from time to
time, contract, or require Subtenant to contract, for utility services
(including generation, transmission, or delivery of the utility service) with
utility service providers of Sublandlord's choosing. Subtenant shall fully
cooperate with Sublandlord and any utility service provider selected by
Sublandlord. Subtenant shall permit Sublandlord and the utility service provider
to have reasonable access to the Premises and the utility equipment serving the
Premises, including lines, feeders, risers, wiring, pipes, and meters. Subtenant
shall either pay or reimburse Sublandlord for its share of costs associated with
any change of utility service, including the cost of any new utility equipment,
within ten (10) days after Sublandlord's written demand for payment or
reimbursement. Under no circumstances shall Sublandlord be responsible or liable
for any loss, damage, or expense that Subtenant may incur as a result of any
change of utility service, including any change that makes the utility supplied
less suitable for Subtenant's needs, or for any failure, interference, or defect
in any utility service. No such change, failure, interference, or defect shall
constitute an actual or constructive eviction of Subtenant, or entitle Subtenant
to any abatement of Rent, or relieve Subtenant from any of Subtenant's
obligations under this Sublease. For purposes of Building One, if Subtenant
elects to contract for utility with a different utility service provider, then
Subtenant shall either pay directly or reimburse Sublandlord for all costs
associated with such change of utility service, including the cost of any new
utility equipment

     7.10. Telecommunications. Neither Subtenant nor its contractors,
representatives, or service providers shall, without Sublandlord's prior written
consent (which consent shall not be unreasonably withheld), install, maintain,
operate, alter, repair, or replace any wire, cable, conduit, antenna, satellite
dish or other facility or equipment for use in connection with any telephone,
television, telecommunications, computer, Internet, or other communications or
electronic systems, services or equipment (which systems, services, and
equipment are referred to collectively as "Telecommunications Equipment") in,
on, or about the Building or the roof or exterior walls. Without limiting the
generality of the foregoing, Sublandlord shall have the right to limit the
number of carriers, vendors, or other operators providing Telecommunications
Equipment in or to the Building, as deemed reasonably necessary or appropriate
by Sublandlord for the orderly and efficient management and operation of the
Building. Any determination made by Sublandlord under this Paragraph shall be
made in accordance with Sublandlord's sole reasonable discretion, provided,
however, that with regard to any request by Subtenant to install
Telecommunications Equipment on the roof of a Building, Subtenant agrees that
Sublandlord may, without limitation, condition its consent on (i) Subtenant's
payment of rent for Subtenant's use of such roof space, in an amount determined
by Sublandlord in its sole discretion, and (ii) the installation by Subtenant,
at its sole cost and expense, of a structural platform and/or access walkway to
protect the roof from damage from the placement of and access to such
Telecommunications Equipment. Sublandlord may also require (i) that any such
work on or involving the roof (and including, without limitation, any roof
penetrations approved by Sublandlord) be performed, at Subtenant's cost, by a
contractor designated or approved by Sublandlord; (ii) Subtenant's obtaining and
paying for all costs associated with obtaining proper clearances for personnel
involved in erecting, operating, or maintaining such Telecommunications
Equipment from the Department of the Air Force or Onizuka Air Station; (iii)
Subtenant's obtaining Onizuka Air Station concurrence to erect any Radio
Frequency Emitters, antenna towers, or antenna arrays so as to avoid radio
frequency interference; (iv) Subtenant's compliance with any additional
requirement of the Department of the Air Force and/or Onizuka Air Station; and
(v) proper evidence of compliance with all requirements of the Master Lease. In
addition, if Sublandlord determines that the riser or telecommunications closet
space in the Building is inadequate to accommodate any Telecommunications
Equipment proposed by Subtenant along with the existing and/or future needs of
other occupants and users of the Building and/or the Project, Sublandlord may
condition Sublandlord's approval of Subtenant's Telecommunications Equipment on
the construction of additional riser or telecommunications closet space as
designated by Sublandlord at Subtenant's expense.

Any installation, maintenance, operation, alteration, repair, or replacement of
Telecommunications Equipment by or for Subtenant shall be subject to all of the
requirements and provisions of this Sublease and the Master Lease, and shall

                                       23

<PAGE>

not interfere with the operation (including, without limitation, transmissions,
or reception) of any other Telecommunications Equipment located in the Building
and/or the Project. Subtenant acknowledges that there is limited space and
facilities in the Building to accommodate Telecommunications Equipment, and
agrees to reasonably cooperate with Sublandlord and with other providers and
users of Telecommunications Equipment to share the available space and
facilities and to coordinate the efficient collocation of Telecommunications
Equipment in the Building. Access to and use of space within conduit, utility
closets, risers, raceways, switching rooms, the roof, and other facilities in
the Building for the installation, maintenance, operation, alteration, repair,
or replacement of Telecommunications Equipment shall be subject to Sublandlord's
approval and to such rules and regulations as may be promulgated by Sublandlord
from time to time. Subtenant shall repair any damage caused by Subtenant's
installation, maintenance, operation, alteration, repair, or replacement of
Telecommunications Equipment, and shall indemnify, protect, defend, and hold
Sublandlord harmless from all liabilities, claims, costs, expenses, and damages
arising therefrom or in connection therewith, including, without limitation: (i)
any claims by other tenants of the Building and/or the Project or other third
parties that Subtenant's installation, maintenance, operation, alteration,
repair, or replacement of Telecommunications Equipment has caused interference
or interruption with the operation of other Telecommunications Equipment; and
(ii) any voiding of or other effect that Subtenant's installation, maintenance,
operation, alteration, repair, or replacement of Telecommunications Equipment
may have on any warranty with respect to the roof or other portions of the
Building and/or the Project. Sublandlord shall not be liable for any damage to
or interference with Subtenant's business or any loss of income from it, or for
loss of or damage to Subtenant's Telecommunications Equipment caused by or
resulting from any damage to or interference with Subtenant's Telecommunications
Equipment, or the operation of it, including without limitation, damage, or
interference caused by or resulting from the installation, maintenance,
operation, alteration, repair, or replacement of other Telecommunications
Equipment in the Building and/or the Project, whether by or for Sublandlord,
other tenants of the Building and/or the Project, or other third parties, and
Subtenant waives all claims against Sublandlord for it, except that Sublandlord
shall indemnify, protect, defend, and hold Subtenant harmless from all
liabilities, claims, costs, expenses, and damages to the extent arising out of
or in connection with the gross negligence or willful acts of Sublandlord or its
agents, employees, or representatives. Sublandlord's approval of Subtenant's
installation of any Telecommunications Equipment shall not constitute a
representation that any such Telecommunications Equipment will function
effectively in or on the Building.

     7.11.     Utility Additions. Sublandlord reserves the right to install new
or additional utility facilities throughout the Project for the benefit of
Sublandlord or Subtenant, or any other tenant of the Project, including without
limitation such utilities as plumbing, electrical systems, security systems,
communication systems, and fire protection and detection systems.

     7.12.     Security.

          (a)  Common/Amenity Areas. Sublandlord shall provide security services
for the Common Areas and, if appropriate, the Amenity Areas, at such levels of
protection, in such a manner, and at such times as Sublandlord determines to be
appropriate in its sole discretion, the cost of which shall be included in
Operating Expenses. Such services may include: guard patrol, stationing of a
security officer in multi-tenant Building lobbies during Lobby Hours, monitoring
of the access control system, issuing and programming access control cards,
rotation and storage of closed circuit television tapes, and coordination of
responses to fire and medical emergencies.

          (b)  Premises. Sublandlord shall provide a base level of security
services as follows: (i) guard service provided by the security company selected
and hired by Sublandlord to manage Project security ("Security Company") and
(ii) the security equipment serving the Premises, including the control of
access thereto, as part of the integrated Project security system ("Security
System"), which system will be centrally-operated by the Security Company and
includes monitoring of the access control system, issuing and programming access
control cards, rotation and storage of closed circuit television tapes. Such
Security System shall allow for Subtenant to control access to the

                                       24

<PAGE>

Premises in its sole discretion, subject to Paragraph 32 and Master Landlord's
rights under the Master Lease. Sublandlord makes no representation that the base
level of security services specified are adequate to protect Subtenant's
property, business operations or persons in the Premises.

     Subtenant shall be required to comply with and shall cause Subtenant's
employees, agents, independent contractors, guests and invitees to comply with
all procedures and policies required by the Security Company or Sublandlord in
connection with Project security.  Subtenant acknowledges that the security
protection provided to the Premises by the Security Company is by its nature a
shared service for the benefit of all Project tenants and that Premises security
may be adversely impacted as a result of simultaneous fire and medical
emergencies taking place in separate areas of the Project, and that Subtenant
shall have no claim for reduction of payments required under this Paragraph 7.12
or any other sort of claim in connection with any such circumstance.

          (c)  Additional Security Services. Subtenant shall have the right in
its sole discretion and at its sole expense to obtain additional security
services for its Premises so long as Subtenant uses Security Company for the
provision of such services.

          (d)  No Warranty; Indemnity and Release. Sublandlord makes no warranty
or representation of any kind whatsoever with regard to the Security Company or
the Security System or the services provided under this Paragraph 7.12,
including without limitation their quality, adequacy, efficacy or
appropriateness. Subtenant hereby releases, indemnifies, protects, defends and
holds harmless the Sublandlord, Sublandlord's lenders, partners, members,
property management company (if other than Sublandlord), agents, directors,
officers, employees, representatives, contractors (specifically excluding
Security Company), successors and assigns and each of their respective partners,
members, directors, heirs, employees, representatives, agents, contractors,
heirs, successors and assigns, Master Landlord, any ground lessor, partners and
Lenders, from and against any and all liabilities, claims, liens, damages,
demands, penalties, costs, losses, judgments, charges and expenses (including
reasonable attorneys' and consultants' fees, costs of court and expenses
necessary in the prosecution or defense of any litigation including the
enforcement of this provision, of any kind arising from or in anyway related to,
directly or indirectly, involving, or in connection with the Security System as
provided to Subtenant under this Paragraph 7.12, or the security services as
provided to Subtenant by the Security Company under this Paragraph 7.12. If any
action or proceeding is brought against Sublandlord by reason of any of the
foregoing matters, Subtenant shall upon notice defend the same at Subtenant's
expense by counsel reasonably satisfactory to Sublandlord and Sublandlord shall
cooperate with Subtenant in such defense. Sublandlord need not have first paid
any such claim in order to be defended or indemnified. With respect to the
release provided in this Paragraph 7.12, Subtenant waives the benefits of Civil
Code section 1542, which provides:

     A general release does not extend to claims which the creditor does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor.

8.        Maintenance and Repairs; Utility Installations, Trade Fixtures and
Alterations.

     8.1.  Sublandlord's Obligations. In accordance with the Master Lease,
Sublandlord shall keep the Project, including the Premises, Common Areas (except
to the extent Master Landlord is responsible for the Outside Areas under the
Master Lease), and equipment whether used exclusively for the Premises or in
common with other premises, in good condition and repair; provided, however,
Sublandlord shall not be obligated to paint, repair, or replace wall coverings,
or to repair or replace any improvements that are not ordinarily a part of the
Buildings or are above then Building standards. Except for costs made the sole
responsibility of Subtenant under other provisions of this Sublease, the costs
pertaining to Sublandlord's obligations under this Paragraph 8.1 are Operating
Expenses. Except as otherwise specifically provided herein, there shall be no
abatement of rent or liability to Subtenant on account of any injury or
interference with Subtenant's business with respect to any improvements,
alterations or repairs

                                       25

<PAGE>

made by Sublandlord to the Project or any part thereof. Except as otherwise
provided in Paragraph 13.4(b), Subtenant expressly waives the benefits of any
statute now or hereafter in effect which would otherwise afford Subtenant the
right to make repairs at Sublandlord's expense or to terminate this Sublease
because of Sublandlord's failure to keep the Premises in good order, condition
and repair.

          8.2.  Subtenant's Obligations. Notwithstanding the designation of the
costs of Sublandlord's obligation to keep the Premises in good condition and
repair as Operating Expenses, Subtenant shall be solely responsible for payment
of the cost therefor to Sublandlord as additional rent for that portion of the
cost of any maintenance and repair of the Premises, or any equipment (wherever
located) that serves only Subtenant or the Premises, to the extent such cost is
attributable to causes beyond normal wear and tear. Subtenant shall also be
solely responsible for the cost of painting, repairing or replacing wall
coverings, and to repair or replace any Premises improvements that that are not
ordinarily a part of the Building or are above then Building standards.
Sublandlord may, at its option, upon reasonable notice, elect to have Subtenant
perform any particular such maintenance or repairs the cost of which is
Subtenant's sole responsibility hereunder. Subtenant shall be responsible for
all ordinary expenses in connection with the use of the Furniture during the
term of this Sublease. Subtenant, at its sole cost and expense, shall keep the
Furniture in good condition and repair, ordinary wear and tear excepted. Rent
under this Sublease shall not be prorated or abated while any item of Furniture
is being serviced or repaired. Sublandlord shall not be under any liability or
obligation in any manner to provide service, maintenance, repairs or parts for
the Furniture. Sublandlord shall assign to Subtenant all manufacturer, dealer,
or supplier warranties applicable to the Furniture to enable Subtenant to obtain
any warranty service available for the Furniture. Sublandlord appoints Subtenant
as Sublandlord's attorney-in-fact for the purpose of enforcing any warranty. Any
enforcement by Subtenant shall be at the expense of Subtenant and shall in no
way render Sublandlord responsible to Subtenant for the performance of any of
the warranties. At the reasonable request of Sublandlord, Subtenant shall
furnish proof of Furniture maintenance to the reasonable satisfaction of
Sublandlord. Other than in conformity with the manufacturer's warranty and/or
functional improvements, Subtenant may alter or modify the Furniture only with
the prior written consent of Sublandlord. Any part installed in connection with
warranty or maintenance service or which cannot be removed without damaging the
Furniture shall become the property of Sublandlord.

      8.3.      Utility Installations; Trade Fixtures; Alterations.

          (a)  Definitions. The term "Utility Installations" refers to all floor
and window coverings, air lines, power panels, electrical distribution, security
and fire protection systems, communication systems, lighting fixtures, HVAC
equipment, plumbing, and fencing in or on the Premises. The term "Trade
Fixtures" shall mean Subtenant's machinery and equipment that can be removed
without doing material damage to the Premises. The term "Alterations" shall mean
any modification of the improvements, other than Utility Installations or Trade
Fixtures, whether by addition or deletion. "Subtenant Owned Alterations and/or
Utility Installations" are defined as Alterations and/or Utility Installations
made by Subtenant that are not yet owned by Sublandlord pursuant to Paragraph
8.4(a).

          (b)  Consent.  Subtenant shall not make any Alterations or Utility
Installations to the Premises without Sublandlord's prior written consent and
the prior written consent of Master Landlord if and as required under the Master
Lease. In addition, Subtenant shall provide written notice to Master Landlord
within five (5) business days after any request by Subtenant to make any
Alteration or Utility Installation to the Premises together with copies of all
notices, plans or other documents provided to Sublandlord in connection
therewith. Notwithstanding the foregoing to the contrary, Subtenant shall be
entitled to make any Alterations to the Premises that: (i) do not affect the
Building systems, exterior appearance, structural components or structural
integrity, and (ii) do not exceed fifty thousand dollars ($50,000) cumulatively
over any one (1) year period (commencing from the Effective Date), without the
prior written consent of Sublandlord and Master Landlord. Notwithstanding
anything to the contrary herein, Subtenant shall be entitled to request a final
and binding decision regarding removal and restoration (as described in
Paragraph 8.4(c)

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below) of the Premises with respect to any Alteration by Sublandlord at the time
Sublandlord consents to such Alteration, which determination shall be delivered
within five (5) business days following such request and delivery by Subtenant
to Sublandlord of a copy of all plans and specifications for the proposed
Alteration. Sublandlord will forward similar requests to Master Landlord at the
request of Subtenant, but such determinations as to Restoration by Master
Landlord shall be in Master Landlord's sole discretion. Sublandlord may, as a
precondition to granting such approval, require Subtenant to utilize a
contractor and architect chosen and/or approved by Sublandlord and to follow
requirements set by the Department of the Air Force and/or Onizuka Air Station.
Any Alterations or Utility Installations that Subtenant shall desire to make and
which require the consent of the Sublandlord shall be presented to Sublandlord
in written form with detailed plans. Consent shall be deemed conditioned upon
Subtenant's: (i) acquiring all applicable governmental permits, (ii) furnishing
Sublandlord with copies of both the permits and the plans and specifications
prior to commencement of the work, (iii) compliance with all conditions of said
permits and other Applicable Requirements in a prompt and expeditious manner,
and (iv) acceptance of responsibility for and payment of all costs and expenses
associated with any approved Alterations or Utility Installations. Any
Alterations or Utility Installations shall be performed in a workmanlike manner
with good and sufficient materials. Subtenant shall promptly upon completion
furnish Sublandlord with as-built plans and specifications. For work which costs
an amount in excess of one month's Base Rent, Sublandlord may condition its
consent upon Subtenant providing a lien and completion bond and/or upon
Subtenant's posting an additional Security Deposit with Sublandlord for such
Alteration or Utility Installation.

          (c)  Indemnification.  Subtenant shall pay, when due, all claims for
labor or materials furnished or alleged to have been furnished to or for
Subtenant at or for use on the Premises, which claims are or may be secured by
any mechanic's or materialman's lien against the Premises or any interest
therein. Subtenant shall give Sublandlord not less than 10 days notice prior to
the commencement of any work in, on or about the Premises, and Sublandlord shall
have the right to post notices of non-responsibility. If Subtenant shall contest
the validity of any such lien, claim or demand, then Subtenant shall, at its
sole expense defend and protect itself, Sublandlord and the Premises against the
same and shall pay and satisfy any such adverse judgment that may be rendered
thereon before the enforcement thereof. If Sublandlord shall require, Subtenant
shall furnish a surety bond in an amount equal to 150% of the amount of such
contested lien, claim or demand, indemnifying Sublandlord against liability for
the same. If Sublandlord elects to participate in any such action, Subtenant
shall pay Sublandlord's attorneys' fees and costs.

     8.4.      Ownership; Removal; Surrender; and Restoration.

          (a)  Ownership. Subject to Sublandlord's right to require removal or
elect ownership as hereinafter provided, all Alterations and Utility
Installations made by Subtenant shall be the property of Subtenant, but
considered a part of the Premises. Sublandlord may, at any time, elect in
writing to be the owner of all or any specified part of the Subtenant Owned
Alterations and Utility Installations. Unless otherwise instructed per Paragraph
8.4(b) hereof, all Subtenant Owned Alterations and Utility Installations shall,
at the expiration or termination of this Sublease, become the property of
Sublandlord and be surrendered by Subtenant with the Premises.

          (b)  Removal. By delivery to Subtenant of written notice from
Sublandlord not earlier than 90 and not later than 30 days prior to the end of
the term of this Sublease, Sublandlord may require that any or all Subtenant
Owned Alterations or Utility Installations be removed by the expiration or
termination of this Sublease.

          (c)  Surrender; Restoration. Subject to Paragraph 14, Subtenant shall
surrender the Premises by the Expiration Date or any earlier termination date or
any later expiration date for any extension to the term hereof, with all of the
improvements, parts and surfaces thereof broom clean and free of debris, and in
good operating order, condition and state of repair, ordinary wear and tear
excepted. "Ordinary wear and tear" shall not include any damage or deterioration
that would have been prevented by good maintenance practice to the extent such
obligation to maintain is the responsibility of Subtenant under Paragraph 8.2
herein. Subtenant shall repair any damage occasioned by the

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<PAGE>

installation, maintenance or removal of Trade Fixtures, Subtenant owned
Alterations and/or Utility Installations, furnishings, and equipment as well as
the removal of any storage tank installed by or for Subtenant. Subtenant shall
also comply with the requirements of Subparagraph 5.2(c) herein. Trade Fixtures
shall remain the property of Subtenant and shall be removed by Subtenant. The
failure by Subtenant to timely vacate the Premises pursuant to this Paragraph
8.4(c) without the express written consent of Sublandlord shall constitute a
holdover under the provisions of Paragraph 25 below. Without limitation of the
foregoing, subject to the provisions of Paragraph 1.8 and the security interests
contemplated therein, upon the expiration or earlier termination of this
Sublease, Subtenant shall at once surrender and deliver up to Sublandlord the
Furniture with the Premises. At the time of such return to Sublandlord, the
Furniture shall be in good condition and repair, ordinary wear and tear
excepted.

9.        Insurance; Waiver; Subrogration.

     9.1.   Cost of Sublandlord's Insurance. The cost of the premiums for the
insurance policies required to be carried by Sublandlord pursuant Article VII of
the Master Lease shall be an Operating Expense.

     9.2.   Subtenant's Insurance. Subtenant shall maintain in full force and
effect at all times during the term of this Sublease, at Subtenant's sole cost
and expense, for the protection of Subtenant and Sublandlord, as their interests
may appear, policies of insurance issued by a carrier or carriers reasonably
acceptable to Sublandlord and its lender which afford the following coverages:
(i) worker's compensation and employer's liability, as required by law; (ii)
commercial general liability insurance (occurrence form) providing coverage
against any and all claims for host liquor liability, bodily injury and property
damage (including but not limited to personal property, whether leased or owned,
Trade Fixtures, Subtenant Owned Alterations and Utility Installations) occurring
in, on or about the Premises arising out of Subtenant's and Subtenant's
employees, directors, officers, agents, partners, members, lenders, suppliers,
shippers, contractors, customers, invitees, successors and assigns' use or
occupancy of the Premises. Such insurance shall include coverage for blanket
contractual liability, fire damage, premises, personal injury, completed
operations and products liability. Such insurance shall have a combined single
limit of not less than One Million Dollars ($1,000,000) per occurrence with a
Two Million Dollar ($2,000,000) aggregate limit and excess/umbrella insurance in
the amount of Eight Million Dollars ($8,000,000). If Subtenant has other
locations which it owns or leases, the policy shall include an aggregate limit
per location endorsement; (iii) comprehensive automobile liability insurance
with a combined single limit of at least $1,000,000 per occurrence for claims
arising out of any company-owned automobiles or other automobile used in the
conduct of company business; (iv) "all risk" or "special form or equivalent"
property insurance, including without limitation, sprinkler leakage, covering
damage to or loss of any of Subtenant's Property located in, on or about the
Premises, and in addition, coverage for business interruption of Subtenant,
together with, if the property of any of Subtenant's invitees, vendors or
customers is to be kept in the Premises, warehouser's legal liability or bailee
customers insurance for the full replacement cost of the property belonging to
such parties and located in the Premises. Such insurance shall be written on a
replacement cost basis (without deduction for depreciation) in an amount equal
to one hundred percent (100%) of the full replacement value of the aggregate of
the items referred to in this clause (iv); and (v) such other insurance or
higher limits of liability as is then customarily required for similar types of
buildings within the general vicinity of the Project or as may be reasonably
required by any of Sublandlord's lenders. Notwithstanding the foregoing,
Subtenant shall not be required to obtain insurance coverage for sprinkler
leakage or business interruption to Subtenant's business but Subtenant shall
assume all the risk associated with such lack of coverage. Subtenant shall also
maintain, at its own expense, property damage insurance relating to the
Furniture, insuring against such risks as are customarily insured against on the
type of furniture leased hereunder by businesses in which Subtenant is engaged
in such amount, in such form, and with insurers satisfactory to Sublandlord;
provided, however, that the amount of insurance against damage or loss shall not
be less than the full replacement value of the Furniture. The furniture property
damage policy for the Furniture shall name Sublandlord and Subtenant as loss
payees as their interests may appear.

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<PAGE>

     9.3.      Insurance Policies. Insurance required to be maintained by
Subtenant shall be written by companies (i) licensed to do business in the State
of California, (ii) domiciled in the United States of America, and (iii) having
a "General Policyholders Rating" of at least A:X (or such higher rating as may
be required by a lender having a lien on the Premises) as set forth in the most
current issue of "A.M. Best's Rating Guides." Any deductible amounts under any
of the insurance policies required hereunder shall not exceed Five Thousand
Dollars ($5,000). Prior to occupancy and as a condition precedent of Delivery of
Possession, Subtenant shall deliver to Sublandlord certificates of insurance for
all insurance required to be maintained by Subtenant hereunder at the time of
execution of this Sublease by Subtenant. Subtenant shall, prior to expiration of
each policy, furnish Sublandlord with certificates of renewal or "binders"
thereof. Each certificate shall expressly provide that such policies shall not
be cancelable or otherwise subject to reduction in coverage except after thirty
(30) days prior written notice to the parties named as additional insureds as
required in this Sublease (except for cancellation for nonpayment of premium, in
which event cancellation shall not take effect until at least ten (10) days'
notice has been given to Sublandlord). Subtenant shall have the right to provide
insurance coverage which it is obligated to carry pursuant to the terms of this
Sublease under a blanket insurance policy, provided such blanket policy
expressly affords coverage for the Premises and for Sublandlord as required by
this Sublease.

     9.4.      Failure of Subtenant to Purchase and Maintain Insurance. If
Subtenant fails to obtain and maintain the insurance required herein throughout
the term of this Sublease, Sublandlord may, but without obligation to do so,
purchase the necessary insurance and pay the premiums therefor. If Sublandlord
so elects to purchase such insurance, Subtenant shall promptly pay to
Sublandlord as Rent, the amount so paid by Sublandlord, upon Sublandlord's
demand therefor. In addition, Sublandlord may recover from Subtenant and
Subtenant agrees to pay, as Rent, any and all losses, damages, expenses and
costs which Sublandlord may sustain or incur by reason of Subtenant's failure to
obtain and maintain such insurance.

     9.5.      Additional Insureds and Coverage. Each of Sublandlord and Master
Landlord, and at Sublandlord's request from time to time, Sublandlord's property
management company or agent(s) and Sublandlord's lender(s) having a lien against
the Premises or any other portion of the Project shall be named as additional
insureds or loss payees (as applicable) under all of the policies required in
Paragraph 9.2(ii)-(v) and with respect to the Subtenant Alterations.
Additionally, all of such policies shall provide for severability of interest.
All insurance to be maintained by Subtenant shall, except for workers'
compensation and employer's liability insurance, be primary, without right of
contribution from insurance maintained by Sublandlord. Any umbrella/excess
liability policy (which shall be in "following form") shall provide that if the
underlying aggregate is exhausted, the excess coverage will drop down as primary
insurance. The limits of insurance maintained by Subtenant shall not limit
Subtenant's liability under this Sublease. It is the parties' intention that the
insurance to be procured and maintained by Subtenant as required herein shall
provide coverage for any and all damage or injury arising from or related to
Subtenant's operations of its business and/or Subtenant's or Subtenant's
employees, directors, officers, agents, partners, members, lenders, suppliers,
shippers, contractors, customers, invitees, successors and assigns' use of the
Premises and any of the areas within the Project. Notwithstanding anything to
the contrary contained herein, to the extent Sublandlord's cost of maintaining
insurance with respect to any Buildings within the Project is increased as a
result of Subtenant's acts, omissions, Alterations, improvements, use or
occupancy of the Premises, Subtenant shall pay one hundred percent (100%) of,
and for, each such increase as Rent.

     9.6.      Waiver of Subrogation. Nothwithstanding anything to the contrary
in this Sublease, Sublandlord and Subtenant hereby mutually waive their
respective rights of recovery against each other for any loss of, or damage to,
either parties' property to the extent that such loss or damage is insured by an
insurance policy required to be in effect by this Sublease or the Master Lease
at the time of such loss or damage. Each party shall obtain any special
endorsements, if required by its insurer, whereby the insurer waives its rights
of subrogation against the other party. This provision is intended to waive
fully, and for the benefit of the parties hereto, any rights and/or claims which
might give rise to a right of subrogation in favor of any insurance carrier.

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<PAGE>

     9.7.      No Representation of Adequate Coverage. Sublandlord makes no
representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Subtenant's property, business operations or
obligations under this Sublease.

     9.8.      Furniture Casualty Loss. Without limitation of the foregoing
provisions of this Article 9, until the Furniture is returned to and received by
Sublandlord as provided in this Sublease, Subtenant shall bear the entire risk
of theft or destruction of, or damage to, the Furniture including, without
limitation, any condemnation, seizure, or requisition of title or use
("Furniture Casualty Loss"). No Furniture Casualty Loss shall relieve Subtenant
from its obligations to pay Rent hereunder. So long as Subtenant is not then in
Breach hereunder, the proceeds of any insurance payable with respect to the
Furniture shall be applied towards repair or replacement of the Furniture. If a
Breach does exist hereunder, Sublandlord shall have the option to apply the
proceeds of any insurance payable with respect to the Furniture either towards
repair or replacement of the Furniture or towards Subtenant's obligations
hereunder. Subtenant hereby appoints Sublandlord as Subtenant's attorney-in-fact
to make claim for, receive payment of, and execute and endorse all documents,
checks or drafts issued with respect to any Furniture Casualty Loss under any
insurance policy covering the Furniture.

10.  Limitation of Liability and Indemnity.

          (a)  Except to the extent of damage resulting from the gross
negligence or willful misconduct of only Sublandlord or its Indemnitees (defined
below) or, Sublandlord's material default of the provisions of this Sublease
beyond any applicable cure period, Subtenant agrees to protect, defend (with
counsel reasonably acceptable to Sublandlord) and hold Sublandlord and
Sublandlord's lenders, partners, members, property management company, agents,
directors, officers, employees, representatives, contractors (except as provided
in Subparagraph 7.12(d) herein), successors and assigns and each of their
respective partners, members, directors, heirs, employees, representatives,
agents, contractors, heirs, successors and assigns (collectively, the
"Indemnitees") harmless and indemnify the Indemnitees from and against all
liabilities, damages, demands, penalties, costs, losses, judgments, charges and
expenses (including reasonable attorneys' fees, costs of court and expenses
necessary in the prosecution or defense of any litigation including the
enforcement of this provision) (collectively, "Claims") arising from or in any
way related to, directly or indirectly, (i) Subtenant's and Subtenant's
employees, agents, invitees, guests, representatives and contractors
(collectively, "Subtenant's Representatives") use of the Premises, Security
System, and other portions of the Project, (ii) the conduct of Subtenant's
business at the Premises (iii) any activity, work or thing done, permitted or
suffered by Subtenant in or about the Premises, (iv the Premises, Security
System, the Alterations or with the Subtenant's property (whether leased or
owned or held in bailment) therein, including, but not limited to, any liability
for injury to person or property of Subtenant, Subtenant's employees, directors,
officers, agents, partners, members, lenders, suppliers, shippers, contractors,
customers, invitees, successors and assigns' or third party persons, and/or (v)
Subtenant's failure to perform any covenant or obligation of Subtenant under
this Sublease. Subtenant agrees that the obligations of Subtenant herein shall
survive the expiration or earlier termination of this Sublease.

          (b)  Except to the extent of damage resulting from the gross
negligence or willful misconduct of only Sublandlord or its Indemnitees or,
Sublandlord's material default of the provisions of this Sublease beyond any
applicable cure periods, Subtenant agrees that neither Sublandlord nor any of
the Indemnitees shall at any time or to any extent whatsoever be liable,
responsible or in any way accountable for any loss, liability, injury, death or
damage to persons or property which at any time may be suffered or sustained by
Subtenant or by any person(s) whomsoever who may at any time be using, occupying
or visiting the Premises, Security System or any other portion of the Project,
including, but not limited to, any acts, errors or omissions of any other
tenants or occupants of the Project. Subtenant shall not, in any event or
circumstance, be permitted to offset or otherwise credit against any payments of
Rent required herein for matters for which Sublandlord may be liable hereunder.
Sublandlord and its authorized representatives shall not be liable for any
interference with light or air.

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<PAGE>

          (c)  Sublandlord agrees that, to the extent Subtenant suffers damages
or incurs liabilities arising out of Sublandlord's role as an occupant of the
Project, as opposed to Sublandlord's roles as Sublandlord hereunder or as tenant
under the Master Lease, the waiver of liability granted under the first sentence
of Section 10(b) above shall not apply. Further, Subtenant and Sublandlord agree
that neither party shall be liable for any indirect, consequential, incidental
or special damages suffered or incurred by the other party or such party's
lenders, partners, members, property management company, agents, directors,
officers, employees, representatives, contractors, successors and assigns,
provided however, that nothing in this sentence shall be construed to limit the
remedies and damages that are otherwise available to Sublandlord pursuant to
Sections 13.2(a) or 13.2(b) of this Sublease. The provisions of this
Subparagraph 10(c) shall supercede any conflicting provisions of this Sublease.

11.       Property Taxes

     11.1.  Payment of Taxes. Sublandlord shall pay the "real property taxes"
described in Article IX of the Master Lease, as well as any other taxes for
which Sublandlord is responsible pursuant to Master Lease Section 9.01, and any
such amounts shall be included in the calculation of Operating Expenses or
Master Lease Expenses under Paragraph 3.2.

     11.2.  Additional Improvements. Notwithstanding Paragraph 11.1 hereof,
Subtenant shall, however, pay to Sublandlord the entirety of any increase in
real property taxes if assessed solely by reason of Alterations, Trade Fixtures
or Utility Installations placed upon the Premises by Subtenant or at Subtenant's
request.

     11.3.  Personal Property Taxes. Subtenant shall pay prior to delinquency
all taxes assessed against and levied upon Subtenant Owned Alterations and
Utility Installations, Trade Fixtures, furnishings, equipment and all personal
property of Subtenant contained in the Premises. When possible, Subtenant shall
cause its Subtenant Owned Alterations and Utility Installations, Trade Fixtures,
furnishings, equipment and all other personal property to be assessed and billed
separately from the real property of the Project. If any of Subtenant's said
property shall be assessed with the real property of the Project, Subtenant
shall pay Sublandlord the taxes attributable to Subtenant's property within 10
days after receipt of a written statement setting forth the taxes applicable to
Subtenant's property.

12.       Assignment and Subletting. Except as expressly permitted in
Paragraph 12.10 below, Subtenant shall not, either voluntarily or involuntarily
or by operation of law, assign, sublet, mortgage or otherwise encumber all or
any portion of its interest in this Sublease or in the Premises (including
without limitation the Furniture) or permit the Premises (including without
limitation the Furniture) to be used and occupied by anyone other than Subtenant
or Subtenant's employees without (i) obtaining the prior written consent of
Sublandlord, which consent shall not be unreasonably withheld, conditioned or
delayed, subject to the provisions of this Paragraph 12, and (ii) full
compliance with all applicable Master Lease restrictions. In the event of any
such attempted assignment, subletting, mortgage or other encumbrance without
such consent or without compliance with all applicable Master Lease
restrictions, Sublandlord may, at its option, void such attempted assignment,
subletting, mortgage or other encumbrance.

     12.1.  Generally. No assignment, subletting, mortgage or other encumbrance
of Subtenant's interest in this Sublease shall relieve Subtenant of its
obligation to pay the rent and to perform all of the other obligations to be
performed by Subtenant hereunder. In this connection, any such assignment,
sublease or encumbrance shall expressly provide that it is subject to the terms
and provisions of this Sublease. Moreover, any subletting by Subtenant of any
portion of the Premises shall be at a market rental rate and upon market terms
and, if Sublandlord so requests, shall require that the assignee or sublessee
remit directly to Sublandlord, on a monthly basis, all rent due to Subtenant by
said assignee or sublessee. For this purpose, "market" shall mean a rental rate
and terms comparable to the rental rate and terms then being offered by other
landlords leasing comparable space in comparable commercial office buildings
that are located within a three (3) mile radius of the Premises. The acceptance
of rent by Sublandlord from any other person shall not be deemed to be a waiver
by Sublandlord of any provision of this Sublease or to be a consent to any

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subletting, assignment, mortgage or other encumbrance. Consent to one sublease,
assignment, mortgage or other encumbrance shall not be deemed to constitute
consent to any subsequent attempted subletting, assignment, mortgage or other
encumbrance. If Subtenant is a corporation which is not required under the
Securities Exchange Act of 1934 to file periodic informational reports with the
Securities and Exchange Commission, or is an unincorporated association or
partnership, the transfer, assignment or hypothecation of any stock or interest
in such corporation, association or partnership in the aggregate of fifty
percent (50%) shall be deemed an assignment within the meaning of this Paragraph
12.

     12.2.  Notice. If Subtenant desires at any time to assign this Sublease or
to sublet the Premises or any portion thereof for the Term, it shall first
notify Sublandlord of its desire to do so at least thirty (30) days but not more
than ninety (90) days prior to the date Subtenant desires the assignment or
sublease to be effective. At that time, Subtenant shall submit in writing to
Sublandlord (i) the name of the proposed subtenant or assignee; (ii) the nature
of the proposed subtenant's or assignee's business to be carried on in the
Premises together with a detailed description of the proposed subtenant's or
assignee's business experience and duration of the current enterprise; (iii)
whether the number of square feet in the Rentable Area of the Premises per
person which are proposed by the subtenant or assignee to occupy the Premises
would be less than one hundred and seventy-five (175) square feet and in
compliance with fire and safety regulations; (iv) the terms and provisions of
the proposed sublease or assignments and the proposed effective date thereof;
and (v) such financial information as Sublandlord may request concerning the
proposed subtenant or assignee (which information shall be requested within
fifteen (15) days following receipt of Subtenant's notice). The submission
pursuant to clause (iv) shall include a copy of any agreement, escrow
instructions or other document which contains or memorializes the terms and
provisions of the transaction for which Sublandlord's consent is required.
Similarly, if Subtenant desires to mortgage or encumber its interest in this
Sublease, Subtenant shall first supply to Sublandlord in writing such
information as to such transaction as may be requested by Sublandlord.

     12.3.  Sublandlord's Election; Recapture. At any time within thirty (30)
days after Sublandlord's receipt of the last of the information specified in
Paragraph 12.2, above, Sublandlord may by written notice to Subtenant elect (i)
to disapprove of such assignment or sublease; or (ii) to approve Subtenant's
sublease or assignment of the portion of the Premises so proposed to be
subleased or assigned by Subtenant, as the case may be; or (iii) in the event of
a proposed subletting, collectively with all other subleases of Subtenant then
in effect, of more than sixty percent (60%) of the Premises, to terminate this
Sublease as to the portion (including all) of the Premises so proposed to be
subleased or assigned and recapture such space effective as of the date
specified as the proposed commencement date in Subtenant's notice with a
proportionate abatement in the Rent payable hereunder, provided, however, that
Sublandlord must provide Subtenant with written notice of its intent to
recapture hereunder within ten (10) days of written notice from Subtenant
indicating its desire to sublet, assign or transfer such portion of the
Premises, otherwise Sublandlord's right to recapture for such particular
transfer shall be deemed waived. Subtenant shall, at Subtenant's own cost and
expense, discharge in full any commissions which may be due and owing as the
result of any proposed assignment or subletting, whether or not the Premises are
recaptured pursuant hereto and rented by Sublandlord to the proposed subtenant
or assignee or any other tenant. If Sublandlord does not disapprove the proposed
subletting or assignment in writing and does not exercise any option set forth
in this Paragraph 12.3 within said thirty (30) day period, Subtenant may within
ninety (90) days after the expiration of said thirty (30) day period enter into
a valid assignment or sublease of the Premises or portion thereof, upon the
terms and conditions set forth in the information furnished by Subtenant to
Sublandlord pursuant to Paragraph 12.2 above. It is provided, however, that any
material change in such terms shall be subject to Sublandlord's consent and
rights of termination and recapture as provided in this Paragraph.

     12.4.  Sublandlord's Discretion; Factors. Sublandlord shall have the right
to approve or disapprove any proposed assignee or subtenant. In exercising such
right of approval or disapproval, Sublandlord shall be entitled to take into
account any fact or factor which Sublandlord reasonably deems relevant to such
decision, including but not limited to the following, all of which are agreed by
Subtenant to be reasonable factors for Sublandlord's consideration:

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          (a)  The financial strength of the proposed assignee or subtenant,
including, but not limited to, the adequacy of its working capital to pay all
expenses anticipated in connection with any proposed remodeling of the Premises.
Sublandlord may also consider the business experience of the proposed subtenant
or assignee and the longevity of the current enterprise.

          (b)  The proposed use of the Premises by such proposed assignee or
subtenant and the compatibility of such proposed use within the quality and
nature of the other uses in the Building. The foregoing may include an analysis
by Sublandlord of the number and persons per square foot (as described above)
proposed by the subtenant or assignee to occupy the Premises, it being
understood and agreed that Sublandlord may disapprove a subtenant or assignee
which represents an unreasonable increase in population levels.

          (c)  Any violation which the proposed use by such proposed assignee or
subtenant would cause any other rights granted by Sublandlord to other tenants
of the building.

          (d)  Any adverse impact, including a greater intensity of use of the
parking, building mechanical, electrical or plumbing facilities or any other
services or facilities of the building, which may result from the occupancy of
the Premises by the proposed subtenant or assignee. (e) Whether there exists any
default by Subtenant pursuant to this Sublease or any non-payment or non-
performance by Subtenant under this Sublease which, with the passage of time
and/or the giving of notice, would constitute a default under this Sublease.

          (f)  The business reputation, character, history and nature of the
business of the proposed assignee or subtenant objections to which shall be
provided by Sublandlord in writing.

          (g)  Whether the proposed assignee or subtenant is an existing tenant
of the building, it being understood and agreed that Sublandlord will disapprove
a subletting or assignment to such an existing tenant if Sublandlord can
reasonably provide such tenant's additional space requirements.

          (h)  Whether the proposed assignee or subtenant is a person with whom
Sublandlord is actively negotiating for space in the Project or with whom
Sublandlord has negotiated during the six (6) month period ending with the date
Sublandlord receives notice of such proposed assignment or subletting, it being
understood and agreed that Sublandlord may disapprove a subletting or assignment
to such potential direct tenant so long as Sublandlord was (at the time of
Sublandlord's negotiations) and remains able to accommodate the space needs of
such proposed assignee or subtenant.

          (i)  Whether the proposed assignee or subtenant is a governmental
entity or agency, it being understood and agreed that Sublandlord may disapprove
the proposed subletting or assignment as being inconsistent with the character
of the building, particularly if such proposed assignee or subtenant intends to
have its premises open to members of the public.

          (j)  Any possibility that such assignment or subletting could trigger
the Master Landlord's rights of recapture under Paragraph 11.06 of the Master
Lease, except assignment or subletting specifically excluded from recapture
pursuant to Master Landlord's consent or separate agreement between Master
Landlord and Subtenant.

          (k)  Whether the proposed sublease is for less than an entire floor of
a Building or includes a portion of the Premises that is less than an entire
floor of a Building, it being understood and agreed that Sublandlord's
disapproval of such a subletting shall be deemed to be reasonable if Subtenant
does not agree to pay all costs and expenses associated with demising and
restoring such space.

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<PAGE>

     Moreover, Sublandlord shall be entitled to be reasonably satisfied that
each and every covenant, condition or obligation imposed upon Subtenant by this
Sublease and each and every right, remedy or benefit afforded Sublandlord by
this Sublease is not impaired or diminished by such assignment or subletting.
Sublandlord and Subtenant acknowledge that the express standards and provisions
set forth in this Sublease dealing with assignment and subletting, including
those set forth in this Paragraph 12.4, have been freely negotiated and are
reasonable at the date hereof taking into account Subtenant's proposed use of
the Premises and the nature and quality of the building. No withholding of
consent by Sublandlord for any reason deemed sufficient by Sublandlord shall
give rise to any claim by Subtenant or any proposed assignee or subtenant or
entitle Subtenant to terminate this Sublease, to recover contract damages or to
any abatement of rent. In this connection, Subtenant hereby expressly waives its
rights under California Civil Code Section 1995.310 with respect to the
enumerated discretion factors. Moreover, approval of any assignment of
Subtenant's interest shall, whether or not expressly so stated, be conditioned
upon such assignee assuming in writing all obligations of Subtenant hereunder.

     12.5.     Bonus Rent. As a condition to Sublandlord's consent to an
assignment or subletting, Sublandlord shall be entitled to receive, in the case
of a subletting, one hundred percent (100%) of all rent (however denominated and
paid) payable by the subtenant to Subtenant less reasonable leasing commissions
in excess of that payable by Subtenant to Sublandlord pursuant to the other
provisions of this Sublease and, in the case of an assignment, one hundred
percent (100%) of all consideration given, directly or indirectly, by the
assignee to Subtenant, in connection with such assignment; provided, however,
that in making such calculation in the case of a subletting of less than the
entire Premises, rent payable by Subtenant to Sublandlord pursuant to the other
provisions of this Sublease shall be adjusted downward, pro-rata, to apply only
to the portion of the Premises being sublet. For the purposes of this Paragraph
12.5, the term "rent" shall mean all consideration paid or given, directly or
indirectly, for the use of the Premises or any portion thereof. The term
"consideration" shall mean and include money, services, property or any other
thing of value such as payment of costs, cancellation of indebtedness,
discounts, rebates, free or abated rent, bonuses, and similar inducements. The
terms "sublet" and "sublease" and their variants shall include a sublease as to
which Subtenant is sublessor and any sub-sublease or other sub-subtenancy,
irrespective of the number of tenancies and tenancy levels between the ultimate
occupant and Sublandlord, as to which Subtenant receives any consideration, as
defined in this Paragraph, and Subtenant shall require on any sublease which it
executes that Subtenant receive the entire profit from all sub-subtenancies,
irrespective of the number of levels thereof. Any rent or other consideration
which is to be passed through to Sublandlord by Subtenant pursuant to this
Paragraph shall be paid to Sublandlord promptly upon receipt by Subtenant and
shall be paid in cash, irrespective of the form in which received by Subtenant
from any subtenant or assignee. In the event that any rent or other
consideration received by Subtenant from a subtenant or assignee is in a form
other than cash, Subtenant shall pay to Sublandlord in cash the fair value of
such consideration.

     12.6.     Options Personal.  All Options (as defined in Paragraph
38 below) to extend, renew or expand and all reserved, reduced cost or free
parking rights, in each case if any, contained in this Sublease are personal to
Subtenant (and/or Subtenant's Affiliates as defined in Paragraph 12.10 below).
Consent by Sublandlord to any assignment or subletting shall not include consent
to the assignment or transfer of any such rights or options with respect to the
Premises. All such options, rights, privileges and extra services shall
terminate upon such subletting or assignment unless Sublandlord specifically
grants the same in writing to such assignee or subtenant.

     12.7.     Encumbrances. Sublandlord has advised Subtenant that
Sublandlord's normal policy is not to allow any encumbrance or hypothecation of
the subtenant's interest pursuant to subleases of space in the Building(s) in
which the Premises are located. Subtenant understands and acknowledges that,
should Subtenant propose to encumber or hypothecate its interest in this
Sublease, Sublandlord may refuse to consent thereto for any reason deemed
sufficient by Sublandlord, and may condition such consent upon such conditions
as Sublandlord, in its sole judgment, deems reasonable. In no event may
Subtenant encumber or hypothecate its interest in this Sublease until and unless
Subtenant

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<PAGE>

shall first have received the written consent of Sublandlord. In the event that
Sublandlord consents to any proposed encumbrance or hypothecation by Subtenant,
the person or entity receiving a lien upon or security interest in Subtenant's
interest in this Sublease shall not be entitled to transfer such interest except
in compliance with the provisions of this Paragraph 12.

     12.8.     Merger; Attornment. The voluntary or other surrender of this
Sublease by Subtenant or a mutual cancellation hereof shall not work a merger,
and shall, at the option of Sublandlord, terminate all or any existing subleases
or subtenancies or shall operate as an assignment to Sublandlord of such
subleases or subtenancies. Any sub-sublease of the Premises shall be subject and
subordinate to the provisions of this Sublease, shall not extend beyond the term
of this Sublease, and shall provide that the sub-sublessee shall attorn to
Sublandlord, at Sublandlord's sole option, in the event of the termination of
this Sublease.

     12.9.     Sublandlord's Costs. Subtenant shall reimburse Sublandlord, on
demand, for all costs and expenses incurred by Sublandlord in connection with
any proposed assignment or subleasing by Subtenant, including reasonable
attorneys' fees. Subtenant shall also pay to Sublandlord, its administrative
fee, as established by Sublandlord from time to time, in connection with
Sublandlord's review and consideration of any such request for Sublandlord's
consent.

     12.10.    Affiliates. Notwithstanding anything to the contrary contained in
this Paragraph 12, but subject to all Master Lease restrictions and requirements
including Master Landlord's consent, Subtenant may assign this Sublease, without
receipt of Sublandlord's consent, to an "Affiliate" of Subtenant.
"Affiliate"shall be defined to be any entity which controls, is controlled by,
or is under common control with Subtenant or which acquires all or substantially
all of Subtenant's stock or assets or which results from the merger or
consolidation of Subtenant with another entity, so long as such transaction was
not entered into as a subterfuge to avoid the obligations and restrictions of
this Sublease and provided that the purported assignee is not a "competitor" of
Sublandlord. In connection with any assignment of the type described in this
Paragraph 12.10:

     (a)  The assignee shall, within ten (10) days after receipt of written
request from Sublandlord, execute and deliver to Sublandlord a written
assignment of the obligations of Subtenant pursuant to this Sublease accruing
from and after the effective date of the assignment and in form and substance
reasonably satisfactory to Sublandlord.

     (b)  No such assignment shall release Subtenant from any of the obligations
of the subtenant hereunder, whether accruing prior to or subsequent to the
effective date of such transaction.

     (c)  No such assignment shall be accompanied by a change in use from that
permitted pursuant to Paragraph 5 of this Sublease.

     (d)  Within ten (10) days after the effective date of such assignment,
Subtenant shall notify Sublandlord in writing of such occurrence, the effective
date thereof, the name of the assignee, any addition or change in the addresses
for notice pursuant to this Sublease and the facts which bring such transaction
within the scope of this Paragraph 12.10.

     (e)  Subtenant agrees to reimburse Sublandlord for Sublandlord's reasonable
costs and attorneys' fees incurred in connection with the review, processing and
documentation of any such transaction. For purposes of the foregoing definition
of Affiliate, an entity is a "competitor" of Sublandlord if the entity owns,
operates, maintains, or controls participates significantly (in the reasonable
opinion of Sublandlord) in the ownership, management, control, operation, or
profits of any business substantially similar to the business of Sublandlord.
For purposes of the foregoing definitions of "Affiliate" and "competitor",
"control" means the direct or indirect ownership of more than fifty

                                       35

<PAGE>

percent (50%) of the voting securities of an entity or possession of the right
to vote more than fifty percent (50%) of the voting interest in the ordinary
direction of the entity's affairs

13.       Default; Breach; Remedies.

     13.1.     Default; Breach.A "Default" is defined as a failure by the
Subtenant to comply with or perform any of the terms, covenants, conditions or
rules and regulations under this Sublease. A "Breach" is defined as the
occurrence of one or more of the following Defaults, and the failure of
Subtenant to cure such Default within any applicable grace period, unless
Sublandlord is legally prevented from issuing a notice of Default, in which
event no grace period shall apply:

         (a)  The abandonment of the Premises or the vacating of the Premises
without providing a commercially reasonable level of security, or where the
coverage of the property insurance described in Paragraph 9 of this Sublease or
Article VII of the Master Lease is jeopardized as a result thereof, or without
providing reasonable assurances to minimize potential vandalism.


         (b)  The failure of Subtenant to make any payment of Rent (including
Abatement Reimbursement Rent) or any Security Deposit required to be made by
Subtenant hereunder, whether to Sublandlord or to a third party, when due, to
provide reasonable evidence of insurance or surety bond, or to fulfill any
obligation under this Sublease which endangers or threatens life or property,
where such failure continues for a period of five (5) business days following
written notice to Subtenant.

         (c)  The failure by Subtenant to provide (i) reasonable written
evidence of compliance with Applicable Requirements, (ii) the rescission of an
unauthorized assignment or subletting, (iii) an Estoppel Certificate, (iv) a
requested subordination, (v) evidence concerning any guaranty (if any is
provided herein), (vii) any document requested under Paragraph 7.11 (utility
additions) and/or Paragraph 41 (easements), or (viii) any other documentation or
information which Sublandlord may reasonably require of Subtenant under the
terms of this Sublease, where any such failure continues for a period of 10 days
following written notice to Subtenant.

         (d)  A Default by Subtenant as to the terms, covenants, conditions or
provisions of this Sublease, or of the rules and regulations adopted under
Paragraph 1.5 hereof, other than those described in subparagraphs 13.1 (a), (b)
or (c), above, where such Default continues for a period of 30 days after
written notice; provided, however, that if the nature of Subtenant's Default is
such that more than 30 days are reasonably required for its cure, then it shall
not be deemed to be a Breach if Subtenant commences such cure within said 30 day
period and thereafter diligently prosecutes such cure to completion.

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

         (f)  The discovery that any financial statement of Subtenant or of any
guarantor given to Sublandlord was materially false.

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<PAGE>

         (g)  If the performance of Subtenant's obligations under this Sublease
is guaranteed: (i) the death of a guarantor, (ii) the termination of a
guarantor's liability with respect to this Sublease other than in accordance
with the terms of such guaranty, (iii) a guarantor's becoming insolvent or the
subject of a bankruptcy filing, (iv) a guarantor's refusal to honor the
guaranty, or (v) a guarantor's breach of its guaranty obligation on an
anticipatory basis, and Subtenant's failure, within 60 days following written
notice of any such event, to provide written alternative assurance or security,
which, when coupled with the then existing resources of Subtenant, equals or
exceeds the combined financial resources of Subtenant and the guarantors that
existed at the time of execution of this Sublease.

         (h)  The failure to comply with Subtenant's obligations under the
written Consent to Sublease under which Master Landlord consents to this
Sublease, including the obligations under Paragraph 12 thereof, where any such
failure continues for ten (10) days following written notice by Master Landlord
to Subtenant specifying such failure.

     13.2.  Remedies. If Subtenant fails to perform any of its affirmative
duties or obligations, within 10 days after written notice (or in case of an
emergency, without notice), Sublandlord may, at its option, perform such duty or
obligation on Subtenant's behalf, including but not limited to the obtaining of
reasonably required bonds, insurance policies, or governmental licenses, permits
or approvals. The costs and expenses of any such performance by Sublandlord
shall be due and payable by Subtenant upon receipt of invoice therefor. If any
check given to Sublandlord by Subtenant shall not be honored by the bank upon
which it is drawn, Sublandlord, at its option, may require all future payments
to be made by Subtenant to be by cashier's check. In the event of a Breach,
Sublandlord may, with or without further notice or demand, and without limiting
Sublandlord in the exercise of any right or remedy which Sublandlord may have by
reason of such Breach:

         (a)  Terminate Subtenant's right to possession of the Premises by any
lawful means, in which case this Sublease shall terminate and Subtenant shall
immediately surrender possession to Sublandlord. In such event Sublandlord shall
be entitled to recover from Subtenant: (i) the unpaid Rent which had been earned
at the time of termination; (ii) the worth at the time of award of the amount by
which the unpaid rent which would have been earned after termination until the
time of award exceeds the amount of such rental loss that the Subtenant proves
could have been reasonably avoided; (iii) the worth at the time of award of the
amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss that the Subtenant proves could be
reasonably avoided; and (iv) any other amount necessary to compensate
Sublandlord for all the detriment proximately caused by the Subtenant's failure
to perform its obligations under this Sublease or which in the ordinary course
of things would be likely to result therefrom, including but not limited to the
cost of recovering possession of the Premises, expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and that portion of any leasing commission paid by Sublandlord in connection
with this Sublease applicable to the unexpired term of this Sublease. The worth
at the time of award of the amount referred to in provision (iii) of the
immediately preceding sentence shall be computed by discounting such amount at
the discount rate of the Federal Reserve Bank of the District within which the
Premises are located at the time of award plus one percent. Efforts by
Sublandlord to mitigate damages caused by Subtenant's Breach of this Sublease
shall not waive Sublandlord's right to recover damages under Paragraph 12. If
termination of this Sublease is obtained through the provisional remedy of
unlawful detainer, Sublandlord shall have the right to recover in such
proceeding any unpaid Rent and damages as are recoverable therein, or
Sublandlord may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 13.1 was
not previously given, a notice to pay rent or quit, or to perform or quit given
to Subtenant under the unlawful detainer statute shall also constitute the
notice required by Paragraph 13.1. In such case, the applicable grace period
required by Paragraph 13.1 and the unlawful detainer statute shall run
concurrently, and the failure of Subtenant to cure the Default within the
greater of the two such grace periods shall constitute both an unlawful detainer
and a Breach of this Sublease entitling Sublandlord to the remedies provided for
in this Sublease and/or by said statute.

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<PAGE>

          (b)  Continue the Sublease and Subtenant's right to possession and
recover the Rent as it becomes due, in which event Subtenant may sublet or
assign, subject only to reasonable limitations. Acts of maintenance, efforts to
relet, and/or the appointment of a receiver to protect the Sublandlord's
interests, shall not constitute a termination of the Subtenant's right to
possession.

          (c)  Pursue any other remedy now or hereafter available under the laws
or judicial decisions of the state wherein the Premises are located. The
expiration or termination of this Sublease and/or the termination of Subtenant's
right to possession shall not relieve Subtenant from liability under any
indemnity provisions of this Sublease as to matters occurring or accruing during
the term hereof or by reason of Subtenant's occupancy of the Premises.

     With respect to the Furniture, Subtenant and Sublandlord agree that the
provisions of Section 10508 through 10522 of the California Commercial Code
shall not be used to interpret any of the rights and remedies of Subtenant under
this Sublease, it being the intent of the parties that Subtenant's rights and
remedies upon a breach or default by Sublandlord shall be based on the express
terms and conditions of this Sublease, as interpreted by applicable contract law
without reference to the above-referenced sections of the Commercial Code.  To
the extent permitted by applicable law, Subtenant hereby waives any rights now
or hereafter conferred by statute or otherwise which may require Sublandlord to
sell, lease, or otherwise use any Furniture in mitigation of any damages
resulting from an event of Default or Breach by Subtenant as set forth in this
Sublease.  Any action by Subtenant against Sublandlord for any breach or default
by Sublandlord under this Sublease shall be commenced within one year after any
such cause of action accrues, unless Subtenant is legally prevented from
commencing an action, in which event the one year period shall be extended by
the period of time that Subtenant is unable to commence an action.

     13.3.     Inducement Recapture. Any agreement for free or abated rent or
other charges (to the extent not repaid by Subtentant to Sublandlord), or for
the giving or paying by Sublandlord to or for Subtenant of any cash or other
bonus, inducement or consideration for Subtenant's entering into this Sublease,
all of which concessions are hereinafter referred to as "Inducement Provisions",
shall be deemed conditioned upon Subtenant's full and faithful performance of
all of the terms, covenants and conditions of this Sublease. Upon Breach of this
Sublease by Subtenant which results in the termination of this Sublease, any
such Inducement Provision shall automatically be deemed deleted from this
Sublease and of no further force or effect, and any rent, other charge, bonus,
inducement or consideration theretofore abated, given or paid by Sublandlord
under such an Inducement Provision less any Abatement Reimbursement Rent paid
pursuant to Paragraph 3.3 shall be immediately due and payable by Subtenant to
Sublandlord. The acceptance by Sublandlord of rent or the cure of the Breach
which initiated the operation of this paragraph shall not be deemed a waiver by
Sublandlord of the provisions of this paragraph with respect to any future
Breach unless specifically so stated in writing by Sublandlord at the time of
such acceptance.

     13.4.     Breach by Sublandlord.

          (a)    Notice of Breach. Sublandlord shall not be deemed in breach of
this Sublease unless Sublandlord fails within a reasonable time to perform an
obligation required to be performed by Sublandlord. For purposes of this
Paragraph, a reasonable time shall in no event be more than 30 days after
receipt by Sublandlord, and any Lender whose name and address shall have been
furnished Subtenant in writing for such purpose, of written notice specifying
wherein such obligation of Sublandlord has not been performed; provided,
however, that if the nature of Sublandlord's obligation is such that more than
30 days are reasonably required for its performance, then Sublandlord shall not
be in breach if performance is commenced within such 30 day period and
thereafter diligently pursued to completion. Notwithstanding the foregoing, in
the event of an emergency (as reasonably determined by Subtenant's director of
facilities) and where Sublandlord has not commenced repairs within a reasonable
time, then Subtenant shall

                                       38

<PAGE>

have the right to call the service provider designated by Sublandlord.
Sublandlord shall provide a list of such designated service providers to
Subtenant in advance of the Sublease Commencement Date. Subtenant shall provide
to Master Landlord a copy of any notice of default given to Sublandlord at the
time it is served.

          (b)  Performance by Subtenant on Behalf of Sublandlord. In the event
that neither Sublandlord nor Lender cures said breach within 30 days after
receipt of said notice, or if having commenced said cure they do not diligently
pursue it to completion, then Subtenant may elect to cure said breach at
Subtenant's expense and offset from Rent an amount equal to the greater of one
month's Base Rent or the Security Deposit, and to pay an excess of such expense
under protest, reserving Subtenant's right to reimbursement from Sublandlord.
Subtenant shall document the cost of said cure and supply said documentation to
Sublandlord.

14.    Damage or Destruction; Condemnation. Notwithstanding anything in this
Sublease to the contrary, in the event of a fire or other casualty affecting the
Project or the Premises, or of a taking of all or a part of the Project or
Premises under the power of eminent domain, Sublandlord shall not be required to
obtain the consent of Subtenant in order to exercise any right which may have
the effect of terminating the Master Lease. In the event Sublandlord is
entitled, under the Master Lease, to a rent abatement as a result of a fire or
other casualty or as a result of a taking under the power of eminent domain,
then Subtenant shall be entitled to Subtenant's Abatement Share (defined below)
of such rent abatement unless the effect on the Premises of such fire or other
casualty or such taking shall be substantially disproportionate to the amount of
the abatement, in which event the parties shall equitably adjust the abatement
as between themselves, based on the relative impact of the fire or other
casualty, or the taking, as the case may be. "Subtenant's Abatement Share" is
defined, for purposes of this Sublease, as the percentage determined by dividing
the portion of the square footage in the Rentable Area of the Premises with
respect to which possession has been tendered to Subtenant by the total Rentable
Area of the Buildings under the Master Lease (as defined in the Commencement
Date letters thereof). If the Master Lease imposes on Sublandlord the obligation
to repair or restore leasehold improvements or alterations, Subtenant shall be
responsible for repair or restoration of leasehold improvements or alterations
made by Subtenant. Subtenant shall make any insurance proceeds resulting from
the loss which Sublandlord is obligated to repair or restore available to
Sublandlord and shall permit Sublandlord to enter the Premises to perform the
same, subject to such conditions as Subtenant may reasonably impose.

15.    Brokerage Fees. Each party warrants to the other that it has had no
dealings with any broker or agent in connection with this Sublease other than
Cushman and Wakefield ("CW") as broker for Sublandlord and CB Richard Ellis
("CB") as broker for Subtenant. Sublandlord shall pay CW a commission pursuant
to a separate written Exclusive Listing Agreement dated March 22, 2001, which
commission is to be shared with CB pursuant to an agreement between CW and CB, a
copy of such agreement is attached hereto as Exhibit N. No other commissions
shall be payable in connection with this transaction. Each party covenants to
hold harmless and indemnify the other party from and against any and all costs
(including reasonable attorneys' fees), expense or liability for any
compensation, commissions and charges claimed by any other broker or other agent
with respect to this Sublease or the negotiation thereof on behalf of such
indemnifying party.

16.    Estoppel Certificates.

          (a)  Each Party (as "Responding Party") shall within ten (10) days
after written notice from the other Party (the "Requesting Party") execute,
acknowledge and deliver to the Requesting Party a statement in writing in form
substantially similar to the form of estoppel certificate attached hereto as
Exhibit H and incorporated herein by this reference ("Estoppel Certificate"),
plus such additional information, confirmation and/or statements as may be
reasonably requested by the Requesting Party.

          (b)  If the Responding Party shall fail to execute or deliver the
Estoppel Certificate within such ten (10) day period, the Requesting Party may
execute an Estoppel Certificate stating that: (i) the Sublease is in full

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<PAGE>

force and effect without modification except as may be represented in good
faith, using reasonable business judgment, by the Requesting Party, (ii) there
are no uncured defaults in the Requesting Party's performance, and (iii) if
Sublandlord is the Requesting Party, not more than one (1) month's rent has been
paid in advance. Prospective purchasers and encumbrances may rely upon the
Requesting Party's Estoppel Certificate, and the Responding Party shall be
estopped from denying the truth of the facts contained in said Certificate.

          (c)  If Sublandlord acquires an ownership interest in the Premises and
desires to finance, refinance, or sell the Premises, or any part thereof, or if
Sublandlord desires to assign, pledge, or hypothecate Sublandlord's leasehold
interest pursuant to the Master Lease, then in the event that Subtenant is no
longer a publicly traded company, Subtenant shall deliver to any potential
lender, purchaser, recipient of such pledge or hypothecation, or
assignee designated by Sublandlord such financial statements as may be
reasonably required by such lender or purchaser, including but not limited to
Subtenant's financial statements for the past three (3) years. All such
financial statements shall be received by Sublandlord and such lender or
purchaser in confidence and shall be used only for the purposes herein set
forth.

          (d) In addition to the foregoing, the provisions of subparagraphs
16(a), (b) and (c) shall be obligations owed to Master Landlord with each
reference to Sublandlord being deemed a reference to Master Landlord.

17.  Definition of Sublandlord. The term "Sublandlord" as used herein shall mean
the holder at the time in question of Lessee's (as defined in the Master Lease)
interest in the Master Lease. In the event of a transfer of Sublandlord's title
or interest in the Master Lease, Sublandlord shall deliver to the transferee or
assignee (in cash or by credit) any unused Security Deposit and Construction
Security Deposit (as defined in Paragraph 4(h) of the Work Letter) held by
Sublandlord. Upon such transfer or assignment and delivery of the Security
Deposit and the Construction Security Deposit (if applicable), as aforesaid, the
prior Sublandlord shall be relieved of all liability with respect to the
obligations and/or covenants under this Sublease thereafter to be performed by
the Sublandlord. Subject to the foregoing, the obligations and/or covenants in
this Sublease to be performed by the Sublandlord shall be binding only upon the
Sublandlord as hereinabove defined. Notwithstanding the above, and subject to
the provisions of Paragraph 20 below, the original Sublandlord under this
Sublease, and all subsequent holders of the Sublandlord's interest in this
Sublease shall remain liable and responsible with regard to the potential duties
and liabilities of Sublandlord pertaining to Hazardous Materials as outlined in
Paragraph 5.2 above.

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

19.  Days. Unless otherwise specifically indicated to the contrary, the word
"days" as used in this Sublease shall mean and refer to calendar days.

20.  Limitation on Liability. Subject to the provisions of Paragraph 17 above
and only if Sublandlord acquires an ownership interest in the Premises, the
obligations of Sublandlord under this Sublease shall not constitute personal
obligations of Sublandlord, or its employees, directors, officers, shareholders,
or its successors and assigns or their respective heirs, and Subtenant shall
look to Sublandlord's interest in the Premises, and to no other assets of
Sublandlord, for the satisfaction of any liability of Sublandlord with respect
to this Sublease, and shall not seek recourse against the individual employees,
directors, officers, shareholders, successors and assigns of Sublandlord, or any
of their personal assets or those of their heirs for such satisfaction. In the
event that Sublandlord has only a leasehold interest in the Premises, the
obligations of Sublandlord under this Sublease shall not constitute personal
obligations of Sublandlord's employees, directors, officers, shareholders, or
Sublandlord's successors and assigns or their respective heirs, and Subtenant
shall look to Sublandlord for the satisfaction of any liability of Sublandlord
with

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<PAGE>

respect to this Sublease, and shall not seek recourse against the individual
employees, directors, officers, shareholders, successors and assigns of
Sublandlord, or any of their personal assets or those of their heirs for such
satisfaction.

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

22.  No Prior or Other Agreements. This Sublease is a complete integration and
contains all agreements between the Parties with respect to any matter mentioned
herein, and no other prior or contemporaneous agreement or understanding shall
be effective.

23.  Notices.

     23.1.     Notice Requirements. Except as otherwise provided herein, all
notices required or permitted by this Sublease or applicable law shall be in
writing and may be delivered in person (by hand or by courier) or may be sent by
regular, certified or registered mail or U.S. Postal Service Express Mail or
other nationally-recognized overnight courier, with postage prepaid and shall be
deemed sufficiently given if served in a manner specified in this Paragraph 23.
The addresses noted in the Basic Sublease Information above shall be that
Party's address for delivery or mailing of notices. Either Party may by written
notice to the other specify a different address for notice. A copy of all
notices to Sublandlord shall be concurrently transmitted to such party or
parties at such addresses as Sublandlord may from time to time hereafter
designate in writing.

     23.2.  Date of Notice. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail the notice shall be deemed given forty-eight (48) hours after
the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that
guarantee next day delivery shall be deemed given twenty-four (24) hours after
delivery of the same to the Postal Service or courier. If notice is received
after 5:00 p.m. Pacific Time on a business day or on a Saturday, Sunday or legal
holiday, it shall be deemed received on the next business day.

     23.3      Notices from Master Landlord.  Each party shall provide to the
other party a copy of any notice or demand received from or delivered to Master
Landlord as soon as practicable thereafter, but preferably within seventy-two
(72) hours of receiving, and concurrently upon delivering, such notice or
demand. Notwithstanding the foregoing, Sublandlord shall only be required to
provide copies of any notices or demand affecting the Premises or those
affecting the interests of all subtenants in the Project.

24.    Waivers. No term, covenant or condition hereof shall be deemed waived,
except by written consent of the party against whom the waiver is claimed, and
any waiver of a breach of any term, covenant or condition hereof shall not be
deemed a waiver of any other term, covenant or condition hereof, or of any
subsequent breach of the same or of any other term, covenant or condition
hereof. Sublandlord's consent to, or approval of, any act shall not be deemed to
render unnecessary the obtaining of Sublandlord's consent to, or approval of,
any subsequent or similar act by Subtenant, or be construed as the basis of an
estoppel to enforce the provision or provisions of this Sublease requiring such
consent. The acceptance of Rent by Sublandlord shall not be a waiver of any
Default or Breach by Subtenant. Any payment by Subtenant may be accepted by
Sublandlord on account of moneys or damages due Sublandlord, notwithstanding any
qualifying statements or conditions made by Subtenant in connection therewith,
which such statements and/or conditions shall be of no force or effect
whatsoever unless specifically agreed to in writing by Sublandlord at or before
the time of deposit of such payment.

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<PAGE>

25.    No Right To Holdover. Subtenant has no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this
Sublease. In the event that Subtenant holds over, then the Base Rent shall be
increased to one hundred and fifty percent (150%) of the Base Rent applicable
immediately preceding the expiration or termination. Nothing contained herein
shall be construed as consent by Sublandlord to any holding over by Subtenant.

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

27.    Covenants and Conditions; Construction of Agreement. All provisions of
this Sublease to be observed or performed by Subtenant are both covenants and
conditions. In construing this Sublease, all headings and titles are for the
convenience of the Parties only and shall not be considered a part of this
Sublease. Whenever required by the context, the singular shall include the
plural and vice versa. This Sublease shall not be construed as if prepared by
one of the Parties, but rather according to its fair meaning as a whole, as if
both Parties had prepared it.

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

29.    Subordination; Attornment; Non-Disturbance.

     29.1.  Subordination. This Sublease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed upon the Project or any portion thereof, to any and all
advances made on the security thereof, and to all renewals, modifications, and
extensions thereof. Subtenant agrees that the holders of any such Security
Devices (in this Sublease together referred to as "Lender") shall have no
liability or obligation to perform any of the obligations of Sublandlord under
this Sublease. Any Lender may elect to have this Sublease and/or any Option
granted hereby superior to the lien of its Security Device by giving written
notice thereof to Subtenant, whereupon this Sublease and such Options shall be
deemed prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.

     29.2.  Attornment. In the event that Sublandlord transfers its leasehold
interest in the Premises, or such interest is acquired by another upon the
foreclosure or termination of a Security Device to which this Sublease is
subordinated (i) Subtenant shall attorn to such transferee, and upon request,
enter into a new lease, containing all of the terms and provisions of this
Sublease, with such new owner for the remainder of the term hereof, or, at the
election of such transferee, this Sublease shall automatically become a new
sublease between Subtenant and such transferee, upon all of the terms and
conditions hereof, for the remainder of the term hereof, and (ii) Sublandlord
shall thereafter be relieved of any further obligations hereunder and such
transferee shall assume all of Sublandlord's obligations hereunder, except that
such transferee shall not: (a) be liable for any act or omission of any prior
Sublandlord or with respect to events occurring prior to transfer; (b) be
subject to any offsets or defenses which Subtenant might have against any prior
Sublandlord, (c) be bound by prepayment of more than one month's rent, or (d) be
liable for the return of any security deposit paid to any prior Sublandlord.

     29.3.  Self-Executing. The agreements contained in this Paragraph 29 shall
be effective without the execution of any further documents; provided, however,
that, upon written request from Sublandlord, Master Landlord, or a Lender in
connection with a sale, financing or refinancing of the Premises or the Project
(as the case may be), Subtenant,Sublandlord, and/or Master Landlord shall
execute such further writings as may be reasonably required to separately
document any subordination, attornment and/or Non-Disturbance Agreement provided
for herein.

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<PAGE>

     29.4   Nondisturbance Agreement.

            (a)  Upon the execution of this Sublease, Sublandlord shall use
diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to
Subtenant in recordable form, whereby any existing lenders shall agree that
notwithstanding any foreclosure under a Security Device and subsequent or
previous termination of the Master Lease, Subtenant, upon paying the rents and
fulfilling the other obligations required of Subtenant under this Sublease,
shall not be disturbed in its occupation of the Sublease Premises, and such
Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms
and conditions of this Sublease, subject to and in accordance with the
provisions of the Recognition Agreement referenced in Section 30.1 below, and
subject to customary terms and conditions contained in such subordination, non-
disturbance and attornment agreements. Notwithstanding the fact that this
Sublease shall become binding upon Sublandlord and Subtenant when fully executed
by them, the parties acknowledge and agree that this Sublease is expressly
conditioned upon obtaining an SNDA as described above. If such SNDA is not so
obtained within forty-five (45) days following the Effective Date of this
Sublease, then either party may terminate this Sublease upon written notice to
the other party, and in such event, Sublandlord shall promptly return to
Subtenant any prepaid Rent and Security Deposit (less any amounts to which
Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to
Sublandlord pursuant to this Sublease, and neither party shall have any
liability to the other party thereafter accruing.

            (b)  Upon any subsequent financing or refinancing of the Project (so
that a new Security Device is hereafter placed upon or against all or any
portion of the Project), Sublandlord shall use diligent efforts to obtain an
SNDA with respect to such new Security Device, substantially in accordance with
the provisions of Section 29.4(a). The subordination provisions of Section 29.1
shall not be binding or enforceable with respect to such new Security Device
unless and until such SNDA is obtained for the protection of Sublandlord and
Subtenant.

30.       Master Lease Provisions

     30.1.  Sublease Subordinate. This Sublease and all the rights of parties
hereunder are subject and subordinate to the Master Lease. In the event the
Master Lease is terminated for any reason, then, on the date of such
termination, this Sublease automatically shall terminate and be of no further
force or effect, and the parties hereto shall be relieved of any liability
thereafter accruing, except for liabilities of that parties that by the terms of
this Sublease shall survive expiration or earlier termination. Notwithstanding
the foregoing, in the event of the rejection by Master Landlord of the Master
Lease which is approved, consented to or authorized by a bankruptcy court in a
bankruptcy proceeding, then so long as Sublandlord has not elected (under
Section 365(h)(1)(A) of the Bankruptcy Code or successor statute) to treat such
rejection as a termination of the Master Lease and remains in possession of the
Premises, Sublandlord agrees to recognize the estate of Subtenant under this
Sublease and this Sublease shall continue, except to the extent restricted by
court order or other legal restraint. Each party agrees that it will not, by its
act or omission to act, cause a default under the Master Lease which would lead
to the termination of the Master Lease by Master Landlord. In furtherance of the
foregoing, the parties hereby confirm, each to the other, that as time is of the
essence it is not practical in this Sublease agreement to enumerate all of the
rights and obligations of the various parties under the Master Lease and
specifically to allocate those rights and obligations in this Sublease
agreement. Accordingly, in order to afford to Subtenant the benefits of this
Sublease and of those provisions of the Master Lease which by their nature are
intended to benefit the party in possession of the Premises, and in order to
protect Sublandlord against a default by Subtenant which might cause a default
or event of default by Sublandlord under the Master Lease:

          (a)  Except as otherwise expressly provided herein, Sublandlord shall
perform its covenants and obligations under the Master Lease which do not
require for their performance possession of the Premises and which are not
otherwise to be performed hereunder by Subtenant on behalf of Sublandlord. For
example, Sublandlord shall at all times keep in full force and effect all
insurance required of Sublandlord as tenant under the Master Lease.

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<PAGE>

          (b)  Except as otherwise expressly provided herein, from and after the
Sublease Commencement Date (or Commencement Date or Early Commencement or
Fixturing Period access date as the case may be), Subtenant shall perform all
affirmative covenants and shall refrain from performing any act which is
prohibited by the negative covenants of the Master Lease, where the obligation
to perform or refrain from performing is by its nature imposed upon the party in
possession of the Premises. If practicable, and where given appropriate advance
notice by Sublandlord, Subtenant shall perform affirmative covenants which are
also covenants of Sublandlord under the Master Lease at least five (5) days
prior to the date when Sublandlord's performance is required under the Master
Lease. If Subtenant fails to comply with any of the obligations of the preceding
sentence, and does not cure within the applicable cure period, then Sublandlord
shall have the right to enter the Premises to cure any default by Subtenant
under this Paragraph.

          In particular, and without limiting the foregoing, Subtenant shall
fulfill, at Subtenant's sole cost and expense (including reimbursement of costs
included as Operating Expenses), all obligations imposed on occupants of the
Project in connection with the Moffett Park Transportation Demand Management
Plan described in Section 5.07 of the Master Lease and made part of the Master
Lease as Exhibit M, including any amendments or revisions thereto (the "Plan").
Subtenant acknowledges that the Plan applies to the occupants of the Project as
a group rather than individually and Subtenant agrees to reasonably cooperate
and coordinate efforts with Sublandlord and other Project occupants in order to
effectively and efficiently carry out the Plan.  Sublandlord agrees to
coordinate Plan compliance efforts on behalf of the Project, either itself or
through its designee, and Subtenant shall cooperate with same.  For purposes of
this Paragraph 30.1, Sublandlord or its designee shall have the have the right,
in its sole reasonable discretion, to determine what constitutes "obligations
imposed on occupants of the Project in connection with the Plan" as that phrase
applies to Subtenant; provided, that, greater Plan requirements may not be
imposed on Subtenant than on other Project occupants (including Sublandlord)
under like circumstances, and provided that Subtenant shall be reasonably
notified of obligations not included in the Master Lease or this Sublease.

          (c)  Sublandlord hereby grants to Subtenant the right to receive all
of the services with respect to the Premises which are to be provided by Master
Landlord under the Master Lease. Sublandlord shall have no responsibility for or
be liable to Subtenant for any default, failure or delay on the part of Master
Landlord in the performance or observance by Master Landlord of any of its
obligations under the Master Lease, nor shall such default by Master Landlord
affect this Sublease or waive or defer the performance of any of Subtenant's
obligations hereunder except to the extent that such default by Master Landlord
excuses performance by Sublandlord, under the Master Lease. In the event of
Master Landlord's failure to perform its obligations under the Master Lease that
inure to the benefit of Subtenant hereunder, Sublandlord shall, after written
request from Subtenant, take such steps as Sublandlord determines to be
commercially reasonable to secure Master Landlord's performance of such
obligations, provided (i) Subtenant pays, on demand, all costs and expenses of
Sublandlord associated therewith, (ii) Subtenant provides security reasonably
satisfactory to Sublandlord to pay such costs and expenses and (iii) Subtenant
is not in default under this Sublease.

     Subtenant acknowledges that it has been provided with a copy of the Master
Lease and that it has reviewed and analyzed all of its provisions, including the
Exhibits thereto, and that Subtenant is familiar with all of said provisions.
Notwithstanding anything in this Sublease to the contrary, (i) obligations of
either party under this Sublease shall not include acts for which Master
Landlord is responsible under the Master Lease and (ii) Subtenant's rights under
this Sublease shall not include any rights (vis a vis the Master Landlord) not
granted to Sublandlord as "Lessee" under the Master Lease nor any rights that
are in violation of the provisions of the Master Lease, except as specifically
granted by Master Landlord. Subtenant agrees to promptly notify Sublandlord of
any default of Master Landlord under the Master Lease of which Subtenant becomes
aware.

     If the termination of the Master Lease (and the resulting termination of
this Sublease) occurs, Sublandlord shall have no liability therefor to Subtenant
unless such termination results from Sublandlord's breach of the Master Lease or

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<PAGE>

this Sublease. Sublandlord agrees to request from Master Landlord, at the time
Sublandlord requests Master Landlord's consent to this Sublease (see Paragraph
30.5), Master Landlord's agreement ("Recognition Agreement"), on commercially
reasonable terms and conditions, not to disturb Subtenant's occupancy of the
Premises in the event of Sublandlord's default and a resulting termination of
the Master Lease.

     Notwithstanding anything to the contrary in this Sublease, Sublandlord
shall not be required to fulfill any obligation if unable to perform through no
fault of Sublandlord. Subtenant agrees that it will not take or permit any
action or fail to perform or observe any obligation, which causes an event of
default under the Master Lease and/or causes the Master Lease to be terminated
or forfeited, and Subtenant shall indemnify, defend, protect and hold harmless
Sublandlord from and against any and all claims, demands, suits, costs,
expenses, damages and liabilities, including reasonable attorneys' fees, arising
by reason of any act or omission on the part of the indemnifying party which is
in breach of this Paragraph.

     30.2.     Cooperation With Subtenant. Sublandlord agrees to use
commercially reasonable efforts to cooperate with Subtenant in (1) obtaining for
Subtenant Master Landlord's consent to any action for which the Master Lease
requires Master Landlord's consent, and (2) delivering any notice to Master
Landlord as required by any provision of the Master Lease, including, without
limitation, forwarding (as soon as practicable after Sublandlord's receipt) any
request made by Subtenant to Master Landlord for consent or approval, and
providing Master Landlord with all information required (or that Master Landlord
may reasonably request) regarding any such request. The fact that Master
Landlord has consented to an action of Subtenant shall not in any way limit or
restrict any right of Sublandlord to withhold Sublandlord's consent to such
action. Sublandlord shall have no liability to Subtenant by reason of Master
Landlord's refusal to consent to any action of Subtenant.

     30.3.     Sublandlord Representations. Sublandlord hereby represents and
warrants that, at the time of Sublandlord's execution of this Sublease, (i) the
document attached as Exhibit A to this Sublease is a complete copy of the Master
Lease and that the Master Lease and the Additional Agreements represent the
entire agreement between Sublandlord and Master Landlord with respect to the
lease of the Premises, (ii) the Master Lease is in full force and effect, and
(ii) except as provided in the Additional Agreements, Sublandlord has not
assigned, encumbered or otherwise transferred any interest in the Premises. The
"Additional Agreements" shall mean the following agreements, all of which
Subtenant acknowledges having received copies of and reviewed: Subordination,
Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and
Estoppel Certificate (Lease to Deed of Trust) between KeyBank National
Association and Ariba, Inc., dated June 28, 2000; Letter from Jay Paul Company
regarding Tenant Improvements dated September 11, 2000; Subordination,
Acknowledgment of Lease Assignment, Nondisturbance and Attornment Agreement and
Estoppel Certificate among Ariba, Inc., Bank of America and Moffett Park Drive
LLC dated October 25, 2000; First Amendment to Lease between Moffett Park Drive
LLC, as Lessor, and Ariba, Inc., as Lessee, dated January 12, 2001; Tri-Party
Agreement among Moffett Park Drive LLC, Ariba, Inc. and KeyBank National
Association, dated February 14, 2001; and five (5) executed Memoranda of
Commencement of Lease Term dated March __, 2001, March __, 2001, March 30, 2001,
April 24, 2001, and April 24, 2001, respectively (Master Lease Exhibits E-1, E-
2, E-3, E-4 and E-5).

     30.4.     Modification. Subject to Paragraph 30.7, Sublandlord shall
neither amend nor modify the Master Lease in such a way that will materially
adversely affect Subtenant's interest in this Sublease or increase Subtenant's
obligations, costs, or expenses, without the prior written consent of Subtenant,
which consent shall not be unreasonably withheld, conditioned or deferred.

     30.5.     Consent To This Sublease. Subtenant acknowledges that, under the
terms of the Master Lease, this Sublease requires the prior written consent of
the Master Landlord, and that this Sublease shall not be effective until such
written consent is given. In accordance with this Master Lease requirement,
Subtenant shall have no right to use or occupy the Premises prior to such time
as Master Landlord provides its consent to this Sublease.

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<PAGE>

Sublandlord agrees to use reasonable efforts to obtain Master Landlord's consent
and Subtenant agrees to provide any information regarding Subtenant which Master
Landlord may reasonably request. This Sublease shall become binding upon
Sublandlord and Subtenant only when fully executed by Sublandlord and Subtenant.
Sublandlord and Subtenant acknowledge and agree that this Sublease is expressly
conditioned upon obtaining the Master Landlord's consent following such full
execution in the form substantially identical to Exhibit G attached hereto, or
other form mutually agreeable to the parties in their sole discretion. If Master
Landlord has not provided the Sublease Consent within forty-five (45) days after
the Effective Date of the Sublease, then both Sublandlord and Subtenant shall
have the right, by written notice to the other party, to terminate this
Sublease. For purposes of this Subparagraph 30.5, (i) Subtenant may require that
Master Landlord agree to a Recognition Agreement and it shall be deemed
reasonable of Subtenant to reject Master Landlord's consent to this Sublease if
Master Landlord refuses such an agreement and (ii) Sublandlord and Subtenant may
each require that Master Landlord expressly consent to the Option contained in
this Sublease at Paragraph 39 and it shall be deemed reasonable of either
Sublandlord or Subtenant to reject Master Landlord's consent to this Sublease if
Master Landlord refuses such consent. The aforementioned 45-day time period
shall not be extended by reason of Master Landlord's refusal to either condition
of the previous sentence.

     Subtenant agrees to comply with the terms of the written Consent to
Sublease under which Master Landlord consents to this Sublease, including
Paragraph 12 thereof.

     Sublandlord shall provide written notice to Master Landlord within five (5)
business days after the occurrence of any of the following: (a) the exercise of
the extension option under this Sublease; (b) the occurrence of any holding over
by Subtenant after the expiration or prior termination of this Sublease; (c) the
termination of this Sublease. Sublandlord shall also provide to Master Landlord
a copy of any default notice given to Subtenant at the time it is served.

     Subtenant shall provide written notice to Master Landlord within five (5)
business days after the occurrence of any of the following: (a) the exercise of
the extension option under this Sublease; or (b) any request by Subtenant to
make alterations or additions or to make other improvements to the Premises
together with copies of all notices, plans or other documents provided to
Sublandlord or its representatives in connection therewith. Subtenant shall also
provide to Master Landlord a copy of any default notice given to Sublandlord at
the time it is served

     30.6.     Defined Terms. Terms used in this Sublease as defined terms and
not otherwise defined herein shall have the same meanings as in the Master
Lease.

     30.7.     Multiple New Master Leases. Master Landlord has expressed to
Sublandlord an interest in having the land underneath the Buildings divided into
four or more legal parcels, with the result that each Building be located on a
separate legal parcel. Sublandlord shall have the right, in its sole discretion,
to agree to an amendment of the Master Lease , and Subtenant agrees to
concurrently enter into a new sublease or subleases on substantially the same
terms as this Sublease in which Subtenant agrees to accept reasonable property
restrictions placed in connection with the reparcelization.. The procedure for
entering into such new sublease agreements shall be as follows: Sublandlord
shall give Sublessee notice of the amendment of the Master Lease, and,
thereafter, Sublandlord and Sublessee shall use reasonable good faith efforts to
agree upon, execute and deliver a new sublease agreement or agreements, which
sublease agreement(s) shall be, cumulatively, substantially similar to this
Sublease. Sublandlord shall be entitled to retain any benefit conferred on or
granted to Sublandlord by virtue of the foregoing activities; Sublandlord and
Subtenant shall each bear their own costs in connection with the same.

     30.8.     Conflict. In the event of a conflict between the provisions of
this Sublease and the provisions of the Master Lease, as between Sublandlord and
Subtenant the provisions of this Sublease shall control.

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

32.     Sublandlord's Access to Premises.

     32.1.     Generally. Sublandlord and Sublandlord's agents shall have the
right to enter the Premises at any time, in the case of an emergency, and
otherwise upon reasonable notice by telephone or electronic mail to Subtenant's
designated contact or substitute for the purpose of inspecting the Premises;
showing the Premises to prospective purchasers, lenders, or prospective tenants
and realtors (prospective tenants and realtors during the last year of the
Sublease term or any extensions thereto); making such alterations, repairs,
improvements or additions to the Premises as Sublandlord may deem necessary or
desirable or that Subtenant fails to perform; to access security and HVAC
controls and network connections for HVAC and security, as well as fiber ties
that may be located in IDC rooms on the Premises; and such other purposes as
Sublandlord may deem necessary or desirable, including but not limited to proper
functioning of Building climate control and Project security systems.
Sublandlord may at any time place on the Premises any ordinary "For Sale" signs
and Sublandlord may during the last 6 months of the term hereof place on the
Premises any ordinary "For Lease" signs. Subtenant may at any time place on the
Premises any ordinary "For Lease" sign. Notwithstanding any other provision of
this Paragraph 32, Sublandlord may enter the Premises at any time to take
possession due to any Breach of this Sublease.

     32.2.     Subtenant's Waiver. Sublandlord may enter the Premises without
the abatement of Rent and may take steps to accomplish the stated purposes.
Subtenant waives any claims for damages caused by Sublandlord's entry, including
damage claims for: (i) injuries; (ii) inconvenience to or interference with
Subtenant's business; (iii) lost profits; (iv) loss of occupancy or quiet
enjoyment of the Premises. During such entry Sublandlord shall accord reasonable
care to Subtenant's property and comply with Subtenant's reasonable security
measures which have been made known to Sublandlord.

     32.3.     Method of Entry. For entry as permitted by this Paragraph 32,
Sublandlord shall at all times have a key or, if applicable, a card key with
which to unlock all the doors in the Premises. In an emergency situation,
Sublandlord shall have the right to use any means that Sublandlord considers
proper to open the doors in and to the Premises. Any such entry into the
Premises by Sublandlord shall not be considered a forcible or unlawful entry
into, or a detainer of, the Premises or an actual or constructive eviction of
Subtenant from any portion of the Premises.

33.     Auctions. Subtenant shall not conduct, nor permit to be conducted, any
auction upon the Premises without Sublandlord's prior written consent.
Sublandlord shall not be obligated to exercise any standard of reasonableness in
determining whether to permit an auction.

34.     Signs. Except as provided in this Paragraph 34, Subtenant shall not
place any sign upon the Project without Sublandlord's prior written consent. All
signs must comply with all Applicable Requirements. Subtenant shall be
permitted, at Subtenant's sole cost and expense, to install signage on the face
of Project-standard monuments in the Project as well as directory signage in the
lobby of each Building it occupies. In addition, Subtenant shall be allotted

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exterior building signage to the maximum size permitted by the City of Sunnyvale
requirements for exterior building signage at the Project so long as such
signage is no larger than that of Sublandlord, and Subtenant shall be permitted
to place such exterior building signage on Building One so as to be visible from
the freeway. Only Subtenant shall be allowed to put exterior building signage on
Building One. Sublandlord shall approve exterior building signage which
substantially complies with the Site Signage Plan (as it specifically applies to
Building One), attached hereto as Exhibit O (the parties acknowledge that the
Site Signage Plan attached hereto shall be submitted to the City of Sunnyvale by
Ariba, Inc. In the event that such plan is not approved by the City of
Sunnyvale, the parties shall cooperate with each other to submit a revised plan
to the City of Sunnyvale consistent with the intent of this Paragraph 34.
Subtenant shall not be entitled to use other Project signage areas without
paying for such use at the rate applicable from time to time as set by
Sublandlord. All signs are subject to Master Landlord's prior written consent as
provided in the Master Lease and all other applicable restrictions and
requirements contained therein.

35.     Termination; Merger. Unless specifically stated otherwise in writing by
Sublandlord, the voluntary or other surrender of this Sublease by Subtenant, the
mutual termination or cancellation hereof, or a termination hereof by
Sublandlord for Breach by Subtenant, shall automatically terminate any sub-
sublease or lesser estate in the Premises; provided, however, that Sublandlord
may elect to continue any one or all existing subtenancies. Sublandlord's
failure within 10 days following Sublandlord's actual knowledge of any such
event to elect to the contrary by written notice to the holder of any such
lesser interest, shall constitute Sublandlord's election to have such event
constitute the termination of such interest.

36.     Consents. Except as otherwise provided herein, wherever in this Sublease
the consent of a Party is required to an act by or for the other Party, such
consent shall not be unreasonably withheld or delayed. Sublandlord's actual
reasonable costs and expenses (including but not limited to architects',
attorneys', engineers' and other consultants' fees) incurred in the
consideration of, or response to, a request by Subtenant for any Sublandlord
consent, including but not limited to consents to an assignment, a subletting or
the presence or use of any Hazardous Materials, shall be paid by Subtenant upon
receipt of an invoice and supporting documentation therefor. Sublandlord's
consent to any act, assignment or subletting shall not constitute an
acknowledgment that no Default or Breach by Subtenant of this Sublease exists,
nor shall such consent be deemed a waiver of any then existing Default or
Breach, except as may be otherwise specifically stated in writing by Sublandlord
at the time of such consent. The failure to specify herein any particular
condition to Sublandlord's consent shall not preclude the imposition by
Sublandlord at the time of consent of such further or other conditions as are
then reasonable with reference to the particular matter for which consent is
being given. In the event that either Party disagrees with any determination
made by the other hereunder and reasonably requests the reasons for such
determination, the determining party shall furnish its reasons in writing and in
reasonable detail within 10 business days following such request.

37.     Quiet Possession. Subject to payment by Subtenant of the Rent and
performance of all of the covenants, conditions and provisions on Subtenant's
part to be observed and performed under this Sublease, Subtenant shall have
quiet possession and quiet enjoyment of the Premises during the term hereof.

38.     Options. If Subtenant is granted an option, as defined below, then the
following provisions shall apply.

     38.1.     Definition. "Option" shall mean: (a) the right to extend the term
of or renew this Sublease or to extend or renew any lease or sublease that
Subtenant has on other property of Sublandlord (b) the right of first refusal or
first offer to lease or sublease either the Premises or other property of
Sublandlord; (c) the right to purchase or the right of first refusal to purchase
the Premises or other property of Sublandlord.

     38.2.     Options Personal To Original Subtenant. Any Option granted to
Subtenant in this Sublease is personal to the original Subtenant, and cannot be
assigned, except to an Affiliate as defined herein, or exercised by anyone other
than Subtenant or said Affiliate and only while the original Subtenant or said
Affiliate is in possession of

                                       48

<PAGE>

the Premises (including properly approved subleasing or assignment pursuant to
Paragraph 12) unless otherwise agreed to by Sublandlord in writing and, if
requested by Sublandlord, with Subtenant certifying that Subtenant has no
intention of assigning or subletting for a period of one (1) year.

     38.3.     Multiple Options. In the event that Subtenant has any multiple
Options to extend or renew this Sublease, a later Option cannot be exercised
unless the prior Options have been validly exercised.

     38.4.     Master Lease Options. "Master Lease Option" shall mean: (a) the
right to extend the term of or renew the Master Lease or to extend or renew any
lease or sublease that Sublandlord has on other property of Master Landlord, (b)
the right of first refusal or first offer to lease or sublease either the
Premises or other property of Master Landlord; (c) the right to purchase or the
right of first refusal to purchase the Premises or other property of Master
Landlord. Subtenant shall have no right whatsoever in any Master Lease Option
and Sublandlord shall have the sole and absolute discretion regarding its
exercise of its Master Lease Options.

     38.5.     Effect of Default on Options.

          (a)       Subtenant shall have no right to exercise an Option: (i)
during the period commencing with the giving of any notice of Default and
continuing until said Default is cured, (ii) during the period of time any Rent
is unpaid (without regard to whether notice thereof is given Subtenant), (iii)
during the time Subtenant is in Breach of this Sublease, or (iv) in the event
that Subtenant has been given 3 or more notices of separate Default, whether or
not the Defaults are cured, during the 12 month period immediately preceding the
exercise of the Option.

          (b)       The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Subtenant's inability to exercise
an Option because of the provisions of Paragraph 38.5(a) above.

          (c)       An Option shall terminate and be of no further force or
effect, notwithstanding Subtenant's due and timely exercise of the Option, if,
after such exercise and prior to the commencement of the extended term, (i)
Subtenant fails to pay Rent for a period of 30 days after such Rent becomes due
(without any necessity of Sublandlord to give notice thereof), (ii) Sublandlord
gives to Subtenant 3 or more notices of separate Default during any 12 month
period, whether or not the Defaults are cured, or (iii) Subtenant commits a
Breach of this Sublease.

39.     Option to Extend Term. Subject to Master Landlord's binding consent
thereto and subparagraph (c) of this Paragraph 39, Sublandlord hereby grants to
Subtenant the following Option to extend the term of this Sublease:

          (a)       Subtenant shall have the Option to extend the term of this
Sublease for an additional sixty-four (64) months and twenty-four (24) days
starting immediately upon expiration of the Original Term ("Option Term"). The
Option Term shall be under all of the covenants, terms and conditions of the
Sublease, except that the following provisions will not be part of this Sublease
for the Option Term: (i) the amount of Base Rent to be paid by Subtenant during
the Option Term, which shall be established as set forth below, and (ii) the
Option to extend provided for in this Paragraph. If Subtenant elects to exercise
the Option, Subtenant shall give concurrent written notice to Sublandlord and
Master Landlord of such election ("Option Notice") not more than two hundred ten
(210) days nor less than one hundred eighty (180) days before the end of the
Original Term, time being of the essence. No later than one (1) month prior to
the commencement of the Option Term, the Security Deposit shall be increased to
the minimum amount allowable during the Option Term as set forth in Paragraph 4.

          (b)       If Subtenant exercises the Option, Base Rent for the Option
Term shall be as follows:

                   -----------------------------------------------------
                      Period          $/month/SF    SF       $/month
                   -----------------------------------------------------

                                       49

<PAGE>

                   -----------------------------------------------------
                    8/1/07 to 7/31/08    $4.86    263,823   $1,282,180
                   -----------------------------------------------------
                    8/1/08 to 7/31/09    $5.04    263,823   $1,329,668
                   -----------------------------------------------------
                    8/1/09 to 7/31/10    $5.24    263,823   $1,382,433
                   -----------------------------------------------------
                    8/1/10 to 7/31/11    $5.44    263,823   $1,435,197
                   -----------------------------------------------------
                    8/1/11 to 7/31/12    $5.64    263,823   $1,487,962
                   -----------------------------------------------------
                    8/1/12 to 12/24/12   $5.86    263,823   $1,546,003
                   -----------------------------------------------------

          (c)       Notwithstanding anything to the contrary in this Sublease,
except with respect to Building One, in the event Subtenant exercises the
Option, Sublandlord shall have the right to relocate Subtenant for the Option
Term to other space comparable to the Premises in the Project (e.g. one floor
above the other) (such relocated portion of the Premises shall with the Building
One premises constitute the Premises for the purpose of this Sublease), and the
parties shall enter into a new sublease (or lease, if applicable) or an
amendment to this Sublease, whichever is deemed appropriate by Sublandlord, for
the Option Term, on terms that are materially similar to the terms of this
Sublease, as reasonably determined by Sublandlord. If Sublandlord decides to
relocate Subtenant, Sublandlord shall:

                      (i)   Give Subtenant notice within sixty (60) days of
     Sublandlord's receipt of the Option Notice;

                      (ii)  Pay all reasonable costs associated with such
     relocation;

                      (iii) Provide Subtenant at Sublandlord's expense with
     tenant improvements at least equal in quality to those in the Premises; and

                      (iv)  Move Subtenant's effects at Sublandlord's expense to
     the new space at a time and in a manner reasonably selected to reduce
     inconvenience to Subtenant.

The parties shall execute an amendment to this Sublease or a new sublease (or
lease, if applicable) stating the relocation of the Premises and such other
changed terms as are reasonably determined by Sublandlord to be necessary or
appropriate.

40.     Substitution of Other Premises. Sublandlord shall have the right to
relocate Subtenant from any portion of the Premises not part of a Building
fully-occupied by Subtenant (e.g. Building One after Subtenant has reached the
Commencement Date on each of the four (4) floors therein) to other space in the
Project comparable to such portion of the Premises (e.g. one floor above the
other; comparably furnished) (such substituted portion of the Premises shall
with the remaining original premises constitute the Premises for the purpose of
this Sublease), and the parties shall enter into a new sublease (or lease, if
applicable) or an amendment to this Sublease, whichever is deemed appropriate by
Sublandlord on terms that are materially similar to the terms of this Sublease,
as reasonably determined by Sublandlord. If Sublandlord decides to relocate
Subtenant, Sublandlord shall:

          (a)  Give Subtenant prior notice;

          (b)  Pay all reasonable costs associated with such relocation;

          (c)  Provide Subtenant at Sublandlord's expense with tenant
improvements at least equal in quality to those in the portion of the Premises
from which Subtenant is relocated; and

                                       50

<PAGE>

          (d)  Move Subtenant's effects at Sublandlord's expense to the new
space at a time and in a manner that will inconvenience Subtenant as little as
possible.

The parties shall execute an amendment to this Sublease stating the relocation
of the portion of the Premises and such other changed terms as are reasonably
determined by Sublandlord to be necessary or appropriate.

41.     Reservations. Sublandlord reserves the right: (i) to grant, without the
consent or joinder of Subtenant, such easements, rights and dedications that
Sublandlord deems necessary, (ii) to cause the recordation of parcel maps and
restrictions, and (iii) to create and/or install new utility raceways, so long
as such easements, rights, dedications, maps, restrictions, and utility raceways
do not unreasonably interfere with the use of the Premises by Subtenant.
Subtenant agrees to sign any documents reasonably requested by Sublandlord or
Master Landlord to effectuate such rights.

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

43.     Authority. Each individual executing this Sublease on behalf of such
entity represents and warrants that he or she is duly authorized to execute and
deliver this Sublease on its behalf. Each party shall, within 30 days after
request, deliver to the other party satisfactory evidence of such authority.

44.     Amendments. This Sublease may be modified only in writing, signed by the
Parties in interest at the time of the modification. As long as they do not
materially change Subtenant's obligations, costs, or expenses hereunder,
Subtenant agrees to make such reasonable non-monetary modifications to this
Sublease as may be reasonably required by a Lender in connection with the
obtaining of normal financing or refinancing of the Premises.

45.     Exhibits. Attached hereto are the following Exhibits which constitute a
part of this Sublease:

           (a) Exhibit A - Master Lease (exclusive of Exhibit I which shall be
     provided separately to the parties as described below in the note to
     Exhibit M)

           (b) Exhibit B - Premises

           (c) Exhibit C - Sublandlord's Rules and Regulations

           (d) Exhibit D - Commencement Date Memorandum

           (e) Exhibit E - Ravendale Lease

           (f) Exhibit F - Letter of Credit

           (g) Exhibit G - Consent to Sublease

           (h) Exhibit H - Estoppel Certificate

                                       51

<PAGE>

           (i) Exhibit I - Work Letter Agreement Agreement (including Attachment
     1 (Conceptual Plan) and Attachment 2 (B1F1 Shell Work: Bldg 1 1/st/ Floor
     Only Addendum 5 Revised April 13, 2001 and Supplemental Instruction N)
     thereto)

           (j) Exhibit J - Cafeteria Access Agreement

           (k) Exhibit K - Fitness Center Access Agreement

           (l) Exhibit L - Janitorial Services Description

           (m) Exhibit M - Additional Environmental Report and Materials (For
     convenience, Exhibit M shall be provided along with Exhibit I of the Master
     Lease in a separate "environmental" binder)

           (n) Exhibit N - Brokers' Letter

           (o) Exhibit O - Site Signage Plan

           (p) Exhibit P: Furniture

           (q) Exhibit Q: Furniture UCC-1

                                       52

<PAGE>

     IN WITNESS WHEREOF, Sublandlord and Subtenant have duly executed this
Sublease as of the day and year first above written.

                              SUBLANDLORD:

                              Ariba, Inc.,
                              a Delaware corporation

                              By:  /s/ Gabriel Sandoval
                                   ----------------------------
                                   Gabriel Sandoval

                              Its: VP, General Counsel
                                   ----------------------------


                              SUBTENANT:

                              Interwoven , Inc.,
                              a Delaware corporation

                              By:  /s/ David M. Allen
                                   ----------------------------
                                   David M. Allen

                              Its: Chief Executive Officer
                                   ----------------------------

                                       53

<PAGE>

                               BROKER EXECUTION
                               ----------------

     By signing below, the indicated real estate broker or agent is not being
made a party hereto but is signifying its agreement with the provisions hereof
concerning brokerage.


SUBLANDLORD'S BROKER:                        ADDRESS:

Cushman & Wakefield of California, Inc.      2055 Gateway Place, Suite 550
                                             San Jose, California 95110
By:  /s/ Hernan Santos
     ---------------------------
           Hernan Santos

Its: Director
     --------

SUBTENANT'S BROKER:                          ADDRESS:

CB Richard Ellis                             1195 W. Fremont Avenue
                                             Sunnyvale, California 94087
By:  /s/ Scott G. Mathisen
     ---------------------------
           Scott G. Mathisen

Its: Senior Vice President

                                       54

<PAGE>

                                   EXHIBIT A
                                   ---------

                                  MASTER LEASE


Exhibit A to the Amended and Restated Sublease between Ariba, Inc. and
Interwoven, Inc., dated as of June 28, 2001, is incorporated herein by reference
to Exhibit 10.10 to the Registrant's quarterly report on Form 10-Q, filed with
the Securities and Exchange Commission on May 15, 2000.

<PAGE>

                                   EXHIBIT B
                                   ---------

                                    PREMISES

[INSERT ARIBA PLAZA, BUILDING 1 - 1st FLOOR GRAPHIC HERE.]

Ariba Plaza Building 1 - 1st Floor

[Graphic, dated 4/11/01, shows the floor plan of Ariba Plaza, Building 1, First
Floor.]


[ENTER ARIBA PLAZA, BUILDING 1 - 2nd FLOOR GRAPHIC HERE.]

Ariba Plaza Building 1 - 2nd Floor

[Graphic, dated 4/11/01, shows the floor plan of Ariba Plaza, Building 1, Second
Floor.]


[INSERT ARIBA PLAZA, BUILDING 1 - 3rd FLOOR GRAPHIC HERE.]

Ariba Plaza Building 1 - 3rd Floor

[Graphic, dated 4/11/01, shows the floor plan of Ariba Plaza, Building 1, Third
Floor.]


[ENTER ARIBA PLAZA, BUILDING 1 - 4th FLOOR GRAPHIC HERE.]

Ariba Plaza Building 1 - 4th Floor

[Graphic, dated 4/11/01, shows the floor plan of Ariba Plaza, Building 1, Fourth
Floor.]


[ENTER ARIBA PLAZA, BUILDING 4 - 4th FLOOR GRAHIC HERE.]

Ariba Plaza Building 4 - 4th Floor

[Graphic, dated 4/11/01, shows the floor plan of Ariba Plaza, Building 4, Fourth
Floor.]

<PAGE>

                                   EXHIBIT C
                                   ---------

                      SUBLANDLORD'S RULES AND REGULATIONS

A.   General Rules and Regulations.  The following rules and regulations govern
     ------------------------------
        the use of the Building and the Project Common Areas. Subtenant will be
        bound by such rules and regulations and agrees to cause Subtenant's
        employees, subtenant's, assignees, contractors, suppliers, customers,
        and invitees to observe the same.

1.   Subtenant shall not in any way obstruct the sidewalks, halls, elevators,
     stairways, entry passages, pedestrian passageways, driveways, entrances and
     exits to the Project or the Buildings, and they shall use the same only as
     passageways to and from their respective work areas.

2.   Any sash doors, sashes, windows, glass doors, lights, and skylights that
     reflect or admit light into any Building shall not be covered or obstructed
     by the Subtenant. Water closets, urinals and wash basins shall not be used
     for any purpose other than those for which they were constructed, and no
     rubbish, newspapers, food or other substance of any kind shall be thrown
     into them. Subtenant shall not mark, drive nails, screw or drill into,
     paint or in any way deface the exterior walls, roof, foundations, bearing
     walls or pillars without the prior written consent of the Sublandlord,
     which consent may be withheld in Sublandlord's sole discretion. The expense
     of repairing any breakage, stoppage or damage resulting from a violation of
     this rule shall be borne by Subtenant. Cleaning of equipment of any type is
     prohibited.

3.   No awning or shade shall be affixed or installed over or in the windows or
     the exterior of the Premises except with the consent of the Sublandlord,
     which may be withheld in Sublandlord's discretion.

4.   No boring or cutting for wires shall be allowed, except with the consent of
     the Sublandlord, which may be withheld in Sublandlord's discretion.

5.   Subtenant shall not do anything in the Premises, or bring or keep anything
     therein, which will in any way increase or tend to increase the risk of
     fire or the rate of fire insurance or which shall conflict with the
     regulations of the fire department or the law or with any insurance policy
     on the Premises or any part thereof, or with any rules or regulations
     established by any administrative body or official having jurisdiction, and
     it shall not use any machinery therein, even though its installation may
     have been permitted, which may cause any unreasonable noise, jar or tremor
     to the floors or walls, or which by its weight might injure the floors of
     the Premises.

6.   Sublandlord may reasonably limit weight, size and position of all safes,
     fixtures and other equipment used in the Premises. If Subtenant shall
     require extra heavy equipment, Subtenant shall notify Sublandlord of such
     fact and shall pay the cost of structural bracing to accommodate it. All
     damage done to the Premises or Project by installing, removing or
     maintaining extra heavy equipment shall be repaired at the expense of the
     Subtenant.

7.   Subtenant and Subtenant's officers, agents and employees shall not make nor
     permit any loud, unusual or improper noises nor interfere in any way with
     other Subtenants or those having business with them, nor bring into or keep
     within the Project any animal or bird (except seeing-eye dogs) or any
     bicycle or other vehicle, except such vehicle as Sublandlord may from time
     to time permit.

8.   No machinery of any kind will be allowed in the Premises without the
     written consent of Sublandlord. This shall not apply, however, to customary
     office equipment or trade fixtures or package handling equipment.

9.   All freight must be moved into, within and out of the Project only during
     such hours and according to such reasonable regulations as may be posted
     from time to time by Sublandlord.

<PAGE>

10.  No aerial or satellite dish or similar device shall be erected on the roof
     or exterior walls of the Premise, or on the grounds, without in each
     instance, the written consent of Sublandlord. Any aerial so installed
     without such written consent shall be subject to removal without notice at
     any time. Sublandlord may withhold consent in its sole discretion.
     Subtenant will not interfere with radio or television broadcasting or
     reception from or in the Project or elsewhere.

11.  All garbage, including wet garbage, refuse or trash shall be placed by the
     Subtenant in the receptacles appropriate for that purpose and only at
     locations prescribed by the Sublandlord.

12.  Subtenant shall not burn any trash or garbage at any time in or about the
     Premises or any area of the Project.

13.  Subtenant shall observe all security regulations issued by Sublandlord and
     comply with instructions and/or directions of the duly authorized security
     personnel for the protection of the Project and all tenants therein.

14.  Any requirements of the Subtenant will be considered only upon written
     application to Sublandlord and Sublandlord's address set forth in the
     Sublease. However, for minor day to day repairs and emergency repairs,
     Subtenant may call Sublandlord for such repairs or other service via
     Sublandlord's emergency hotline for immediate service. Such requirement
     must promptly be filed under written application as set forth above as soon
     as possible thereafter.

15.  No waiver of any rule or regulation of Sublandlord shall be effective
     unless expressed in writing and signed by Sublandlord or its authorized
     agent.

16.  Sublandlord reserves the right to exclude or expel from the Project any
     person who, in the judgment of Sublandlord, is intoxicated or under the
     influence of liquor or drugs, or who shall in any manner do any act in
     violation of the law or rules and regulations of the Project. Sublandlord
     will in all cases retain the right to control and prevent access thereto of
     all persons whose presence in the reasonable judgement of Sublandlord would
     be prejudicial to the safety character, reputation, and interest of the
     Project and it's tenants, provided that nothing herein contained will be
     constructed to prevent such access to persons with whom any Subtenant
     normally deals in the ordinary course of it's business, unless such persons
     are engaged in illegal or unlawful activities. No Subtenant and no employee
     or invitee of any Subtenant will go upon the roof of the Building.

17.  Sublandlord specifically reserves to itself or to any person or firm it
     selects, (i) the right to place in and upon the Project, coin-operated
     machines for the sale of cigarettes, candy and other merchandise or
     service, and (ii) the revenue resulting therefrom.

18.  Except as specifically provided in the Sublease to which these Rules and
     Regulations are attached, no sign, placard, picture, advertisement, name or
     notice may be installed or displayed on any part of the outside or the
     inside of the Building or the Project without the prior written consent of
     the Sublandlord. Sublandlord will have the right to remove, at Subtenant's
     expense and without notice, any sign installed or displayed in violation of
     this rule. All approved signs or lettering on doors and walls are to be
     printed, painted, affixed, or inscribed at the expense of the Subtenant and
     under direction of Sublandlord by a person or company designated or
     approved by Sublandlord.

19.  If Sublandlord objects in writing to any curtains, blinds, shades, screens
     or hanging plants or other similar attached or used in connection with any
     window or door of the Premises, are placed on any windowsill, which is
     visible from the exterior of the Premises, Subtenant will immediately
     discontinue such use. Subtenant agrees not to place anything against or
     near glass partitions or doors or windows, which may appear unsightly from
     outside the Premises including from within any interior common areas.

20.  Sublandlord expressly reserves the right to absolutely prohibit
     solicitation, canvassing, distribution of handbills, or any other written
     material, peddling, sales, and displays or products, goods, and wares, in
     all portions of the Project except as may be expressly permitted under the
     Sublease. However, Subtenant shall be allowed to use an outside catering
     vendor to cater Subtenant's own, internal events. Sublandlord reserves the
     right to prohibit, restrict and regulate the use of

<PAGE>

     common areas of the Project and Building by invitees of Subtenant's
     providing services to Subtenant's on a periodic or daily basis including
     food and beverage vendors. Such restrictions may include limitations on
     time, place, manner and duration of access to a Subtenant's Premises for
     such purposes. Without the limiting of the foregoing, Sublandlord may
     require that such parties use service elevators, halls, passageways and
     stairways for such purposes to preserve access within the Building for
     Subtenant's and the general public.

21.  Sublandlord reserves the right to exclude from any Building unless that
     person is known to be person or employee in charge of the building, or had
     a pass or is properly identified. Subtenant will be responsible for all
     persons for whom it requests and will be liable to Sublandlord for all acts
     of such persons. Sublandlord will not be liable for damages for any error
     with regard to the admission to or exclusion from the Building of any
     person. Sublandlord reserves the right to prevent access to the Building in
     case of invasion, mob, riot, public excitement, or other commotion by
     closing the doors or by other appropriate action.

22.  The directory of the Building or the Project will be provided exclusively
     for the display of the name and location of Subtenant's only and
     Sublandlord reserves the right to exclude any other names therefrom.

23.  Subtenant will not cause any unnecessary labor by carelessness or
     indifference to the good order and cleanliness of the Premises.

24.  Subtenant may not rekey any doors in the Premises without Ariba's prior
     written consent. Upon any such rekeying, Subtenant shall deliver to
     Sublandlord a copy of such new key. Subtenant, upon the termination of it's
     tenancy, will deliver to Sublandlord the keys to all doors which have been
     furnished to Subtenant or rekeyed by Subtenant, and in the event of loss of
     any keys so furnished by Sublandlord, will pay Sublandlord therefor.

25.  Except with respect to Building One, Freight elevator(s) will be available
     for use by all subtenants in the building, subject to such reasonable
     scheduling as Sublandlord, in it's discretion, deems appropriate. Except
     with respect to Building One, no equipment, furniture, materials, packages,
     supplies, merchandise or other property will be received in the building or
     carried in the elevators except between such hours and in such elevators as
     may be designated by Sublandlord. Except as otherwise agreed between
     Subtenant and Sublandlord, and except with respect to Building One,
     Subtenant's initial move in and subsequent deliveries of bulky items, such
     as furniture, safes, and similar items will, unless otherwise agreed in
     writing by Sublandlord, be made during the hours of 5:30 p.m. and 7:30
     a.m., or on Saturday or Sunday. Except with respect to Building One,
     deliveries during normal office hours shall be limited to normal office
     supplies and other small items. No deliveries will be made which impede or
     interfere with other Subtenant's of the operation of the Building.

26.  Subtenant will not use or keep in the Premises any kerosene, gasoline or
     inflammable or combustible fluid or material other than those limited
     quantities necessary for the operation or maintenance of office equipment.
     Subtenant will not use or permit to be used in the Premises any foul or
     noxious gas or substance, or permit or allow the Premises to be occupied or
     used in a manner offensive or objectionable to Sublandlord or other
     occupants of the Building by reason of odors or vibrations, nor will
     Subtenant bring into or keep in or about the Premises any pets or other
     animals (except seeing-eye dogs).

27.  Subtenant will not use any method of heating or air conditioning other than
     that supplied by Sublandlord without Sublandlord's prior written consent.

<PAGE>

28.  Subtenant will not waste electricity, water or air conditioning and agrees
     to cooperate fully with Sublandlord to assure the most effective operation
     of the Building's heating and air conditioning and to comply with any
     governmental energy-saving rules, law or regulations of which Subtenant has
     actual notice, and will refrain from attempting to adjust controls.

29.  Without the written consent of Sublandlord, Subtenant will not use the name
     of the Building or the Project in connection with or in promoting or
     advertising the business of Subtenant except as Subtenant's address.

30.  Subtenant will close and lock the doors of its Premises and entirely shut
     off all water faucets or other water apparatus, and lighting or gas before
     Subtenant and its employees leave the Premises. Subtenant will be
     responsible for any damage or injuries sustained by other Subtenant's or
     occupants of the Building or by Sublandlord for noncompliance with this
     rule.

31.  Subtenant will not conduct, nor permit to be conducted, either voluntarily
     or involuntarily, any auction upon the Premises without first having
     obtained Sublandlord's prior written consent, which consent Sublandlord may
     withhold in it's sole and absolute discretion.

32.  Sublandlord reserves the right to direct electricians as to where and how
     telephones and telegraph wires are to be introduced to the Premises.
     Subtenant will not cut or bore holes for wires. Subtenant will not affix
     any floor covering to the floor of the Premises in any manner except as
     approved by Sublandlord. Subtenant shall repair any damage resulting from
     noncompliance with this rule.

33.  Subtenant will store all its trash and garbage within it's Premises or in
     other facilities provided by Sublandlord. Subtenant will not place in any
     trash box or receptacle any material, which cannot be disposed of in the
     ordinary and customary manner of trash and garbage disposal. All garbage
     and refuse disposal is to be made in accordance with directions issued from
     time to time by Sublandlord.

34.  The Premises will not be used for lodging or for the storage of merchandise
     held for sale to the general public, or for lodging or for manufacturing of
     any kind, nor shall the Premises be used for any improper, immoral or
     objectionable purpose. No cooking will be done or permitted on the Premises
     without Sublandlord's consent, except the use by Subtenant of approved
     equipment for brewing coffee, tea, hot chocolate and similar beverages
     shall be permitted, and the use of a microwave oven for employees use will
     be permitted, provided that such equipment and use is in accordance with
     all applicable federal, state, county and city laws, codes, ordinances,
     rules and regulations.

35.  Neither Subtenant nor any of it's employees, agents, customers and invitees
     may use in any space or in the Common Areas of the Building or the Project
     any hand truck except those equipped with rubber tires and side guards or
     such other material-handling equipment as Sublandlord may approve.
     Subtenant will not bring any other vehicles of any kind into the Building,
     including bicycles.

36.  Subtenant agrees to comply with all safety, fire protection and evacuation
     procedures established by Sublandlord or any governmental agency.

37.  Subtenant 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.

38.  To the extend Sublandlord reasonably deems it necessary to exercise
     exclusive control over any portions of the Common Areas for the mutual
     benefit of the Subtenant's in the Building or the Project, Sublandlord may
     do so subject to reasonable, non-discriminatory additional rules and
     regulations.

39.  Smoking is not allowed in the Building. You must be at least forty (40)
     feet from any entry to the Building. Sublandlord may require Subtenant and
     any of it's employees, agents, clients, customers, invitees and guests who
     desire to smoke, to smoke within designated smoking areas within the
     Project.

<PAGE>

40.  Employees of Sublandlord will not perform any work or do anything outside
     of their regular duties unless under special instructions from Sublandlord,
     and no employee of Sublandlord will admit any person (Subtenant or
     otherwise) to any office without specific instructions from Sublandlord.

41.  Subtenant shall not store any property, temporarily or permanently, in the
     Common Areas. Any such storage shall be permitted only by the prior written
     consent of Sublandlord, which consent may be revoked at any time. In the
     event that any unauthorized storage shall occur, Sublandlord shall have the
     right, without notice, in addition to such other rights and remedies that
     it may have, to remove the property and charge the cost to Subtenant, which
     cost shall be immediately payable upon demand by Sublandlord.

42.  These Rules and Regulations are in addition to, and will not be construed
     to in any way modify or amend, in whole or in part, the terms, covenants,
     agreements and conditions of the Sublease. Sublandlord may waive any one or
     more of these Rules and Regulations for the benefit of Subtenant or any
     other Subtenant, but no such waiver by Sublandlord will be construed as a
     waiver of such Rules and Regulations in favor of Subtenant or any other
     Subtenant, nor prevent Sublandlord from thereafter enforcing any such Rules
     and Regulations against any or all of the Subtenant's of the Project.

43.  Sublandlord reserved the right at any time to change or rescind any one or
     more of these rules and regulations or make such other and further
     reasonable rules and regulations as in Sublandlord's judgment may from time
     to time be necessary for the operation, management, safety, care and
     cleanliness of the Project and the Premises, and for the preservation of
     good order therein, as well as for the convenience of the other occupants
     and tenants of the Project. Sublandlord shall not be responsible to
     Subtenant or the any other person for the non-observance or violation of
     the rules and regulations by any other tenant or other person. Subtenant
     shall be deemed to have read these rules, and have agreed to abide by them
     as a condition to its occupancy of the Premises.

44.  Subtenant shall abide by any additional rules or regulations which are
     ordered or requested by any governmental or military authority.

45.  In the event of any conflict between these rules and regulations, or any
     further or modified rules and regulations from time to time issued by
     Sublandlord, and the Sublease provisions, the Sublease provisions shall
     govern and control.

B.   Parking Rules and Regulations.  The following rules and regulations govern
     -----------------------------
     the use of the parking facilities, which serve the Project. Subtenant will
     be bound by such rules and regulations and agrees to cause it's employees,
     subtenant's, assignees, contractors, suppliers, customers and invitees to
     observe the same:

1.   Subtenant will not permit or allow any vehicles that belong to or are
     controlled by Subtenant or Subtenant's employees, subtenant's, customers or
     invitees to be loaded, unloaded or parked in areas other than those
     designated by Sublandlord for such activities. No vehicles are to be left
     in the parking areas overnight and no vehicles are to be parked in the
     parking areas other than normally sized passenger automobiles, motorcycles
     and pick-up trucks. No extended term storage of vehicles is permitted.

2.   Vehicles must be parked entirely within painted stall lines of a single
     parking stall.

3.   All directional signs and arrows must be observed.

4.   The speed limit within all parking areas shall be five (5) miles per hour.

5.   Parking is prohibited: (a) in areas not striped for parking; (b) in aisles
     or on ramps; (c) where "no parking" signs are posted; (d) in cross-hatched
     areas; and (e) in such other areas as may be designated from time to time
     by Sublandlord or Sublandlord's parking operator.

<PAGE>

6.   Sublandlord reserves the right, without cost or liability to Sublandlord,
     to tow any vehicle if such vehicle's audio theft alarm system remains
     engaged for an unreasonable period of time.

7.   Washing, waxing, cleaning or servicing of any vehicle in any area not
     specifically reserved for such purpose is prohibited.

8.   Sublandlord may refuse to permit any person to park in the parking
     facilities who violates these rules with unreasonable frequency, and any
     violation of these rules shall subject the violator's car to removal, at
     such car owner's expense. Subtenant agrees to use it's best efforts to
     acquaint it's employees, subtenant's, assignees, contractors, suppliers,
     customers and invitees with these parking provisions, rules and
     regulations.

9.   Parking stickers, access cards or any other device or form of
     identification supplied by Sublandlord as a condition of use of the parking
     facilities shall remain the property of Sublandlord. Parking identification
     devices, if utilized by Sublandlord, must be displayed as requested any may
     not be mutilated in any manner. The serial number of the parking
     identification device may not be obliterated. Parking identification
     devices, if any are not transferable and any device in the possession of an
     unauthorized holder will be void. Sublandlord reserves the right to refuse
     the sale of monthly stickers or other parking identification devices to
     Subtenant or any of it's agents, employees or representatives who willfully
     refuse to comply with these rules and regulations and all un posted city,
     state or federal ordinances, laws or agreements.

10.  Loss or theft of parking identification devices or access cards must be
     reported to the management office in the Project immediately, and a lost or
     stolen report must be filed by the Subtenant or user of such parking
     identification device or access card at the time. Sublandlord has the right
     to exclude any vehicle from the parking facilities that does not have a
     parking identification device or valid access card. Any parking
     identification device or access card, which is reported lost or stolen, and
     which is subsequently found in the possession of an unauthorized person
     will be confiscated and the illegal holder will be subject to prosecution.

11.  All damage or loss claimed to be the responsibility of Sublandlord must be
     reported, itemized in writing and delivered to the management office
     located within the Project within ten (10) business days after any claimed
     damage or loss occurs. Any claim not so made is waived. Sublandlord is not
     responsible for damage by water or fire, or for the acts or omissions of
     others, or for articles left in vehicles. In any event, the total liability
     of Sublandlord, if any, is limited to Two Hundred Fifty Dollars ($250.00)
     for all damages or loss to any car. Sublandlord is not responsible for loss
     of use.

12.  The parking operators, managers or attendants are not authorized to make or
     allow any exceptions to these rules and regulations made by the parking
     operators, managers or attendants without the express written consent of
     Sublandlord will not be deemed to have been approved by Sublandlord.

13.  Sublandlord reserves the right, without cost or liability to Sublandlord,
     to tow any vehicle, which is used or parked in violation of these rules and
     regulations.

14.  Sublandlord reserves the right from time to time to modify and/or adopt
     such other reasonable and non-discriminatory rules and regulations for the
     parking facilities as it deems necessary for the operation of the parking
     facilities.

15.  In the event of any conflict between these rules and regulations, or any
     further or modified rules and regulations from time to time issued by
     Sublandlord, and the Sublease provisions, the Sublease provisions shall
     govern and control.

<PAGE>

                                   EXHIBIT D
                                   ---------

                         COMMENCEMENT DATE MEMORANDUM


[Sublandlord's Notice Address]



Dear Sir or Madam,

     With reference to that certain Amended and Restated Sublease ("Sublease")
dated _________, 200__, by and between Ariba, Inc., a Delaware corporation
("Sublandlord"), and __________________ ________________, a(n)
_______________________ ("Subtenant"), for certain premises located at ______
Eleventh Avenue, Sunnyvale, California (the "Premises"), in accordance with
Paragraph 2.1 of the Sublease, Subenant acknowledges and certifies to
Sublandlord as follows:

     With respect to __________________________ [describe relevant portion of
     Premises, with reference to attached diagram if less than an entire floor]
     ("Partial Premises"):

     1.  The term commenced on ___________, 200__;

     2.  Subtenant has accepted and is currently in possession of the Partial
         Premises; and

     3.  The number of square feet of the Partial Premises is _______ [if less
         than an entire floor].


  Each person executing this Memorandum certifies that he or she is authorized
to do so on behalf of and as the act of Subtenant.  In Witness Whereof, this
Commencement Date Memorandum is executed on _____________, 200__.

                              SUBTENANT
                              ---------

                              ________________________________, a(n)
                              _______________________

                              By:  _____________________________________
                              Print Name:  _____________________________
                              Title:  __________________________________

                              By:  _____________________________________
                              Print Name:  _____________________________
                              Title:  __________________________________

<PAGE>

                                   EXHIBIT E
                                   ---------

                                RAVENDALE LEASE

                             1st AMENDMENT TO LEASE


THIS 1st AMENDMENT TO LEASE (this "1st Amendment") is made this 7th day of June
2000 between Spieker Properties, L.P., a California limited partnership,
("Landlord"), and Interwoven, Inc., a Delaware corporation ("Tenant").

WHEREAS, Landlord and Tenant entered into a Lease dated May 1, 2000, (as
amended, the "Lease"), for those certain premises located at 385 Ravendale
Drive, Mountain View, California (the "Premises"), as more fully described in
the Lease. Capitalized terms used but not otherwise defined herein shall have
the meanings given them in the Lease; and

WHEREAS, the Scheduled Term Commencement Date was to be July 15, 2000, Landlord
and Tenant desire to modify the Scheduled Term Commencement Date and the
Scheduled Expiration Date.

NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties hereby mutually agree as follows:


1.   Scheduled Term Commencement Date: September 1, 2000

2.   Early Occupancy: Paragraph 39.C is deleted in its entirety and replaced by
     the following:

Upon full execution of this Lease, Tenant shall have the right to occupy the
Premises on July 1, 2000, for purposes of installing cabling, fixtures and
furniture, with all terms and conditions of this Lease in full force and effect
except that Tenant shall not be required to pay Rent for the period July 1, 2000
through August 31, 2000.

3.   Scheduled Expiration Date: August 31, 2007

Except as expressly modified above, all terms and conditions of the Lease remain
in full force and effect and are hereby ratified and confirmed.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have entered into this 1st Amendment as
of the date first written above.

LANDLORD:                               TENANT:
Spieker Properties, L.P.,               Interwoven, Inc.
a California limited partnership        a Delaware corporation


By:  Spieker Properties, Inc.           By:      /s/ David M. Allen
     a Maryland corporation                      ---------------------------
     its General Partner                         David Allen
                                        Its:     Vice President & CFO


By:  /s/ Eric T. Luhrs
     ----------------------------
     Eric T. Luhrs
     Vice President

<PAGE>

                             BASIC LEASE INFORMATION
                                 INDUSTRIAL NET


<TABLE>
<S>                                               <C>
LEASE DATE:                                       May 1, 2000
 (same as date in first paragraph of Lease)

TENANT:                                           Interwoven. Inc., a Delaware corporation

TENANT'S NOTICE ADDRESS:                          385 Ravendale Drive, Mountain View, CA

TENANT'S BILLING ADDRESS:                         385 Ravendale Drive, Mountain View, CA

TENANT CONTACT:                                   David Allen
                                                  PHONE NUMBER: (408) 774-2000
                                                  FAX NUMBER:  (408) 774-2002

LANDLORD:                                         Spieker Properties, L.P., a California limited
                                                  partnership
LANDLORD'S NOTICE ADDRESS:                        Sand Hill Road, Suite 100, Menlo Park, CA 94025

LANDLORD'S REMITTANCE ADDRESS:                    Spieker Properties
                                                  P.O. Box 45587
                                                  Dept, 10794
                                                  San Francisco, CA 94145-0587

Project Description:                              That one (1) building commonly known as 385
                                                  Ravendale Drive in Mountain View,
                                                  California. The Project is outlined in green on
                                                  Exhibit B.

Building Description:                             Approximately 35,206 rentable square feet at
                                                  385 Ravendale Avenue In Mountain View,
                                                  CA 94043. The Building is outlined in blue on
                                                  Exhibit B:

Premises:                                         Approximately 35,206 rentable square feet 385
                                                  Ravendale Avenue in Mountain View, CA
                                                  94043. The Premise is outlined in red on
                                                  Exhibit B.1.
</TABLE>

<PAGE>

<TABLE>
<S>                                               <C>
Permitted Use:                                    General office use in compliance with all
                                                  applicable laws ordinances of the City of
                                                  Mountain View.

Parking Density:                                  3.3 spaces per 1,000 rentable square feet of the
                                                  Premises

Scheduled Term Commencement Date:                 July 15, 2000 (contingent on executed
                                                  termination with existing tenant)

Scheduled Length of Term:                         Eighty-four and one-half (84 1/2) months

Scheduled Term Expiration Date:                   July 31, 2007

Rent:                                             $176,030.00 per month
      Base Rent:                                  (subject to adjustment as provided in
                                                  Paragraph 39A. hereof)

Estimated First Year Operating Expenses:          $13,681.00 per month

Security Deposit:                                 $2,112,360.00 (to be held in the form of a Letter
                                                  of Credit see Paragraphs 19 and 39B)

Tenant's NAICS Code:                              7372
Tenant's Proportionate Share:

Of Building:                                      100%

Of Project:                                       100%
</TABLE>

<PAGE>

The foregoing Basic Lease Information is incorporated into and made a part of
this Lease. Each reference in this Lease to any of the Basic Lease information
shall mean the respective information above and shall be construed to
incorporate all of the terms provided under the particular Lease paragraph
pertaining to such information. In the event of any conflict between the Basic
Lease Information and the Lease, the latter shall control.

LANDLORD:                                         TENANT:
Spieker Properties, L.P.,                         Interwoven, Inc.
a California limited partnership                  a Delaware corporation

By:  Spieker Properties, Inc.                     By:   /s/ David M. Allen
     a Maryland corporation                       ----------------------
     its General Partner                          David Allen
                                                  Its:  Vice President & CFO


By:  /s/ Eric T. Luhrs
     -------------------------
     Eric T. Luhrs
     Vice President

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                      Page
<C>   <S>                                             <C>
      Basic Lease Information .......................    1
      Table of Contents .............................    2
1.    Premises ......................................    5
2.    Possession and Lease Commencement .............    5
3.    Term ..........................................    5
4.    Use ...........................................    5
5.    Rules and Regulations .........................    6
6.    Rent ..........................................    6
7.    Operating Expenses ............................    6
8.    Insurance and Indemnification .................    8
9.    Waiver of Subrogation .........................    9
10.   Landlord's Repairs and Maintenance ............    9
11.   Tenant's Repairs and Maintenance ..............    9
12.   Alterations ...................................    9
13.   Signs .........................................   10
14.   Inspection/Posting Notices ....................   10
15.   Services and Utilities ........................   10
16.   Subordination .................................   11
17.   Financial Statements ..........................   11
18.   Estoppel Certificate ..........................   11
19.   Security Deposit ..............................   11
20.   Limitation of Tenant's Remedies ...............   12
21.   Assignment and Subletting .....................   13
22.   Authority of Tenant ...........................   13
23.   Condemnation ..................................   13
24.   Casualty Damage ...............................   13
25.   Holding Over ..................................   14
26.   Default .......................................   14
27.   Liens .........................................   15
28.   Substitution ..................................   15
29.   Transfers by Landlord .........................   15
30.   Right of Landlord to Perform Tenant's Covenants   16
31.   Waiver ........................................   16
32.   Notices .......................................   16
33.   Attorney's Fees ...............................   16
34.   Successors and Assigns ........................   16
35.   Force Majeure .................................   16
36.   Surrender of Premises .........................   17
37.   Hazardous Materials ...........................   17
</TABLE>

<PAGE>

<TABLE>
<C>   <S>                                              <C>

38.   Miscellaneous .................................   17
39.   Additional Provisions .........................   18
40.   Jury Trial Waiver .............................   21
      Signatures ....................................   21
</TABLE>


      Exhibits:
      Exhibit A   Rules and Regulations
      Exhibit B   Site Plan
      Exhibit C   Lease Improvement Agreement
      Exhibit D   Hazardous Materials Questionnaire

      Additional Exhibits as Required

<PAGE>

                                      LEASE


THIS LEASE is made as of the 24th day of, April, 2000, by and between Spieker
Properties, L.P., a California limited partnership (hereinafter called
"Landlord"), and Interwoven, Inc., a Delaware corporation (hereinafter called
"Tenant").


Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and
conditions hereinafter set forth, those premises (the "Premises") outlined in
red on Exhibit B and described in the Basic Lease Information. The Premises
shall be all or part of a building (the "Building") and of a project (the
"Project"), which may consist of more than one building and additional
facilities, as described in the Basic Lease Information. For purposes of this
Lease. "Premises," "Building" and "Project" shall all mean the same thing. The
Building and Project are outlined in blue and green respectively on Exhibit B.
Landlord and Tenant acknowledge that physical changes may occur from time to
time in the Premises, Building or Project, and that the number of buildings and
additional facilities which constitute the Project may change from time to time,
which may result in an adjustment in Tenant's Proportionate Share, as defined in
the Basic Lease Information; as provided in Paragraph 7.A.


Existing Improvements. If this Lease pertains to a Premises in which the
interior improvements have already been constructed ("Existing Improvements"),
the provisions of this Paragraph 2. shall apply and the term commencement date
("Term Commencement Date") shall be the earlier of the date on which: (1) Tenant
takes possession of some or all of the Premises; or (2) Landlord notifies Tenant
that Tenant may occupy the Premises. If for any reason Landlord cannot deliver
possession of the Premises to Tenant on the scheduled Term Commencement Date,
Landlord shall not be subject to any liability therefor, nor shall Landlord be
in default hereunder nor shall such failure affect the validity of this Lease,
and Tenant agrees to accept possession of the Premises at such time as Landlord
is able to deliver the same, which date shall then be deemed the Term
Commencement Date. Tenant shall not be liable for any Rent (defined below) for
any period prior to the Term Commencement Date. Tenant acknowledges that Tenant
has inspected and accepts the Premises in their present condition, broom clean,
"as is," and as suitable for, the Permitted Use (as defined below), and for
Tenant's intended operations in the Premises. Tenant agrees that the Premises
and other improvements are in good and satisfactory condition as of when
possession was taken. Tenant further acknowledges that no representations as to
the condition or repair of the Premises nor promises to alter, remodel or
improve the Premises have been made by Landlord or any agents of Landlord unless
such are expressly set forth in this Lease. Upon Landlord's request, Tenant
shall promptly execute and return to Landlord a "Start-Up Letter" in which
Tenant shall agree, among other things, to acceptance of the Premises and to the
determination of the Term Commencement Date; in accordance with the terms of
this Lease, 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.

<PAGE>

3.  TERM


The term of this Lease (the "Term") shall commence on the Term Commencement Date
and continue in full force and effect for the number of months specified as the
Length of Term in the Basic Lease Information or until this Lease is terminated
as otherwise provided herein. If the Term Commencement Date is a date other than
the first day of the calendar month, the Term shall be the number of months of
the Length of Term in addition to the remainder of the calendar month following
the Term Commencement Date.


A. General. Tenant shall use the Premises for the permitted use specified in the
Basic Lease Information ("Permitted Use") and for no other use or purpose:
Tenant shall control Tenant's employees, agents, customers, visitors, invitees,
licensees, contractors, assignees and subtenants (collectively, "Tenant's
Parties") in such a manner that Tenant and Tenant's Parties cumulatively do not
exceed the parking density specified in the Basic Lease Information (the
"Parking Density") at any time. So long as Tenant is occupying the Premises,
Tenant and Tenant's Parties shall have the nonexclusive right to use, in common
with other parties occupying the Building or Project, the parking areas,
driveways and other common areas of the Building and Project, subject to the
terms of this Lease and such rules and regulations as Landlord may from time to
time prescribe. Landlord reserves the right, without notice or liability to
Tenant, and without the same constituting an actual or constructive eviction, to
alter or modify the common areas from time to time, including the location and
configuration thereof, and the amenities and facilities which Landlord may
determine to provide from time to time. Landlord will use reasonable efforts not
to interfere with Tenant's ongoing business.

B. Limitations. Tenant shall not permit any odors, smoke, dust, gas, substances,
noise or vibrations to emanate from the Premises or from any portion of the
common areas as a result of Tenant's or any Tenant's Party's use thereof, nor
take any action which would constitute a nuisance or would disturb, obstruct or
endanger any other tenants or occupants of the Building or Project or elsewhere,
or interfere with their use of their respective premises or common areas.
Storage outside the Premises of materials, vehicles or any other items is
prohibited. Tenant shall not use or allow the Premises to be used for any
immoral, improper or unlawful purpose, nor shall Tenant cause or maintain or
permit any nuisance in, on or about the Premises. Tenant shall not commit or
suffer the commission of any waste in, on or about the Premises. Tenant shall
not allow any sale by auction upon the Premises, or place any loads upon the
floors, walls or ceilings which could endanger the structure, or place any
harmful substances in the drainage system of the Building or Project. No waste,
materials or refuse shall be dumped upon or permitted to remain outside the
Premises except in trash containers placed inside exterior enclosures designated
for that purpose by Landlord. Landlord shall not be responsible to Tenant for
the non-compliance by any other tenant or occupant of the Building or Project
with any of the above-referenced rules or any other terms or provisions of such
tenant's or occupant's lease or other contract.

<PAGE>

C. Compliance with Regulations. By entering the Premises, Tenant accepts the
Premises in the condition existing as of the date of such entry. Tenant shall at
its sole cost and expense strictly comply with all existing or future applicable
municipal, state and federal and other governmental statutes, rules,
requirements, regulations, laws and ordinances, including zoning ordinances and
regulations, and covenants, easements and restrictions of record governing and
relating to the use, occupancy or possession of the Premises, to Tenant's use of
the common areas, or to the use, storage, generation or disposal of Hazardous
Materials (hereinafter defined) (collectively "Regulations"). Tenant shall at
its sole cost and expense obtain any and all licenses or permits necessary for
Tenant's use of the Premises. Tenant shall at its sole cost and expense promptly
comply with the requirements of any board of fire underwriters or other similar
body now or hereafter constituted. Tenant shall not do or permit anything to be
done in, on, under or about the Project or bring or keep anything which will in
any way increase the rate of any insurance upon the Premises, Building or
Project or upon any contents therein or cause a cancellation of said insurance
or otherwise affect said insurance in any manner. Tenant shall indemnify, defend
(by counsel reasonably acceptable to Landlord), protect and hold Landlord
harmless from and against any loss, cost, expense, damage, attorneys' fees or
liability arising out of the failure of Tenant to comply with any Regulation.
Tenant's obligations pursuant to the foregoing indemnity shall survive the
expiration or earlier termination of this Lease.

Tenant shall faithfully observe and comply with the building rules and
regulations attached hereto as Exhibit A and any other rules and regulations and
any modifications or additions thereto which Landlord may from time to time
prescribe in writing for the purpose of maintaining the proper care,
cleanliness, safety, traffic flow and general order of the Premises or the
Building or Project. Tenant shall cause Tenant's Parties to comply with such
rules and regulations. Landlord shall not be responsible to Tenant for the
non-compliance by any other tenant or occupant of the Building or Project with
any of such rules and regulations, any other tenant's or occupant's lease or any
Regulations.

6.  RENT


A. Base Rent. Tenant shall pay to Landlord and Landlord shall receive, without
notice or demand throughout the Term, Base Rent as specified in the Basic Lease
Information, payable in monthly installments in advance on or before the first
day of each calendar month, in lawful money, of the United States, without
deduction or offset whatsoever, at the Remittance Address specified in the Basic
Lease Information or to such other place as Landlord may from time to time
designate in Writing. Base Rent for the first full month of the Term shall be
paid by Tenant upon Tenant's execution of this Lease. If the obligation for
payment of Base Rent commences on a day other than the first day of a month,
then Base Rent shall be prorated and the prorated installment shall be paid on
the first day of the calendar month next succeeding the Term Commencement Date.
The Base Rent payable by Tenant hereunder is subject to adjustment as provided
elsewhere in this Lease, as applicable. As used herein, the term "Base Rent"
shall mean the Base Rent specified in the Basic Lease Information as it may be
so adjusted front time to time.

B. Additional Rent. All monies other than Base Rent required to be paid by
Tenant hereunder, including, but not limited to, Tenant's Proportionate Share of
Operating Expenses, as specified in

<PAGE>

Paragraph 7 of this Lease, charges to be paid by Tenant under Paragraph 15, the
interest and late charge described in Paragraphs 26.D. and E., and any monies
spent by Landlord pursuant to Paragraph 30, shall be considered additional rent
("Additional Rent"). "Rent" shall mean Base Rent and Additional Rent.


A. Operating Expenses. In addition to the Base Rent required to be paid
hereunder, Tenant shall pay as Additional Rent, Tenant's Proportionate Share of
the Building and/or Project (as applicable), as defined in the Basic Lease
Information, of Operating Expenses (defined below) in the manner set forth
below. Tenant shall pay the applicable Tenant's Proportionate Share of each such
Operating Expenses. Landlord and Tenant acknowledge that if the number of
buildings which constitute the Project increases or decreases, or if physical
changes are made to the Premises, Building or Project or the configuration of
any thereof, Landlord may at its discretion reasonably adjust Tenant's
Proportionate Share of the Building or Project to reflect the change. Landlord's
determination of Tenant's Proportionate Share of the Building and of the Project
shall be conclusive so long as it is reasonably and consistently applied.
"Operating Expenses" shall mean all expenses and costs of every kind and nature
which Landlord shall pay or become obligated to pay, because of or in connection
with the ownership, management, maintenance, repair, preservation, replacement
and operation of the Building or Project and its supporting facilities and such
additional facilities now and in subsequent years as may be determined by
Landlord to be necessary or desirable to the Building and/or Project (as
determined in a reasonable manner) other than those expenses and costs which are
specifically attributable to Tenant or which are expressly made the financial
responsibility of Landlord or specific tenants of the Building or Project
pursuant to this Lease. Operating Expenses shall include, but are not limited
to, the following;

(1) Taxes. All real property taxes and assessments, possessory interest taxes,
sales taxes, personal property taxes, business or license taxes or fees, gross
receipts taxes, service payments in lieu of such taxes or fees, annual or
periodic license or use fees, excises, transit charges, and other impositions,
general and special, ordinary and extraordinary, unforeseen as well as foreseen,
of any kind (including fees "in-lieu" of any such tax or assessment) which are
now or hereafter assessed, levied, charged, confirmed, or imposed by any public
authority upon the Building or Project, its operations or the Rent (or any
portion or component thereof), or any tax, assessment or fee imposed in
substitution, partially or totally, of any of the above. Operating Expenses
shall also include any taxes, assessments, reassessments, or other fees or
impositions with respect to the development, leasing, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Premises, Building or
Project or any portion thereof, including, without limitation, by or for Tenant,
and all increases therein or reassessments thereof whether the increases or
reassessments result from increased rate and/or valuation (whether upon a
transfer of the Building or Project or any portion thereof or any interest
therein or for any other reason). Operating Expenses shall not include
inheritance or estate taxes imposed upon or assessed against the interest of any
person in the Project, or taxes computed upon the basis of the net income of any
owners of any interest in the Project. If it shall not be lawful for Tenant to
reimburse Landlord for all or any part of such taxes, the monthly rental payable
to Landlord under this Lease shall be revised to net Landlord the same net
rental after imposition of any such

<PAGE>

taxes by Landlord as would have been payable to Landlord prior to the payment of
any such taxes.


(2) Insurance. All insurance premiums and costs, including, but not limited to,
any deductible amounts, premiums and other costs of insurance incurred by
Landlord, including for the insurance coverage set forth in Paragraph 8.A.
herein.

(3) Common Area Maintenance.


(a) Repairs, replacements, and general maintenance of and for the Building and
Project and public and common areas and facilities of and comprising the
Building and Project, including, but not limited to, the roof and roof membrane,
elevators, mechanical rooms, alarm systems, pest extermination, landscaped
areas, parking and service areas, driveways, sidewalks, truck staging areas,
rail spur areas, fire sprinkler systems, sanitary and storm sewer lines, utility
services, heating/ventilation/air conditioning systems, electrical, mechanical
or other systems, telephone equipment end wiring servicing, plumbing, lighting,
and any other items or areas which affect the operation or appearance of the
Building or Project, which determination shall be at Landlord's discretion,
except for: those items to the extent paid for by the proceeds of insurance; and
those items attributable solely or jointly to specific tenants of the Building
or Project.

(b) Repairs, replacements, and general maintenance shall include the cost of any
improvements made to or assets acquired for the Project or Building that in
Landlord's discretion may reduce any other Operating Expenses, including present
or future repair work, are reasonably necessary for the health and safety of the
occupants of the Building or Project, or for the operation of the Building
systems, services and equipment, or are required to comply with any Regulation,
such costs or allocable portions thereof shall be amortized over the useful life
in accordance with General Accounting Principles as Landlord shall determine,
together with interest on the unamortized balance at the publicly announced
"prime rate" charged by Wells Fargo Bank, N.A. (San Francisco) or its successor
at the time such improvements or capital assets are constructed or acquired,
plus two (2) percentage points, or in the absence of such prime rate, then at
the U.S. Treasury six-month market note (or bond, if so designated) rate as
published by any national financial publication selected by Landlord, plus four
(4) percentage points, but in no event more than the maximum rate permitted by
law, plus reasonable financing charges.

(c) Payment under or for any easement, license, permit, operating agreement,
declaration, restrictive covenant or instrument relating to the Building or
Project.

(d) All allocated or proportional expenses and rental related to services and
costs of supplies, materials and equipment used in operating, managing and
maintaining the Premises, Building and Project, the equipment therein and the
adjacent sidewalks, driveways, parking and service areas, including, without
limitation, expenses related to service agreements regarding security, fire and
other alarm systems, janitorial services to the extent not addressed in
Paragraph 11 hereof, window cleaning, elevator maintenance, Building exterior
maintenance, landscaping and

<PAGE>

expenses related to the administration, management and operation of the Project,
including without limitation salaries, wages and benefits and management office
rent.

(e) The cost of supplying any services and utilities which benefit all or a
portion of the Premises, Building or Project to the extent not addressed in
Paragraph 15 hereof.

(f) Legal expenses and the cost of audits by certified public accountants
specifically related to the operation of the Premises; provided, however, that
legal expenses chargeable as Operating Expenses shall not include the cost of
negotiating leases, collecting rents, evicting tenants nor shall it include
costs incurred in legal proceedings with or against any tenant or to enforce the
provisions of any lease.

(g) A management and accounting cost recovery fee equal to two and one-half
percent (2.5%) of the sum of the Project's revenues.

If the rentable area of the Building and/or Project is not fully occupied during
any fiscal year of the Term as determined by Landlord, an adjustment shall be
made in Landlord's discretion in computing the Operating Expenses for such year
so that Tenant pays an equitable portion of all variable items (e.g., utilities,
janitorial services and other component, expenses that are affected by
variations in occupancy levels) of Operating Expenses; as reasonably determined
by Landlord; provided, however, that in no event shall Landlord be entitled to
collect in excess of one hundred percent (100%) of the total Operating Expenses
from all of the tenants in the Building or Project, as the case may be:

Operating Expenses shall not include the cost of providing tenant improvements
or other specific costs incurred for the account of, separately billed to and
paid by specific tenants of the Building or Project, the initial construction
cost of the Building, or debt service on any mortgage or deed of trust recorded
with respect to the Project other than pursuant to Paragraph 7.A.(3)(b) above or
commissions or other costs associated with the marketing of the Premises.

The above enumeration of services and facilities shall not be deemed to impose
an obligation on Landlord to make available or provide such services or
facilities except to the extent if any that Landlord has specifically agreed
elsewhere in this Lease to make the same available or provide the same. Without
limiting the generality of the foregoing, Tenant acknowledges and agrees that it
shall be responsible for providing adequate security for its use of the
Premises, the Building and the Project and that Landlord shall have no
obligation or liability with respect thereto, except to the extent if any that
Landlord has specifically agreed elsewhere in this Lease to provide the same.

B. Payment of Estimated Operating Expenses. "Estimated Operating Expenses" for
any particular year shall mean Landlord's estimate of the Operating Expenses for
such fiscal year made with respect to such fiscal year as hereinafter provided.
Landlord shall have the right from time to time to revise its fiscal year and
interim accounting periods so long as the periods as so revised are reconciled
with prior periods in a reasonable manner. During the last month of each fiscal
year during the Term, or as soon thereafter as practicable, Landlord shall give
Tenant

<PAGE>

written notice of the Estimated Operating Expenses for the ensuing fiscal
year. Tenant shall pay Tenant's Proportionate Share of the Estimated Operating
Expenses with installments of Base Rent for the fiscal year to which the
Estimated Operating Expenses applies in monthly installments on the first day of
each calendar month during such year, in advance. Such payment shall be
construed to be Additional Rent for all purposes hereunder. If at any time
during the course of the fiscal year, Landlord determines that Operating
Expenses are projected to vary from the then Estimated Operating Expenses by
more then five percent (5%), Landlord may, by written notice to Tenant, revise
the Estimated Operating Expenses for the balance of such fiscal year, and
Tenant's monthly installments for the remainder of such year shall be adjusted
so that by the end of such fiscal year Tenant has paid to Landlord Tenant's
Proportionate Share of the revised Estimated Operating Expenses for such year,
such revised installment amounts to be Additional Rent for all purposes
hereunder.

C. Computation of Operating Expense Adjustment. "Operating Expense Adjustment"
shall mean the difference between Estimated Operating Expenses and actual
Operating Expenses for any fiscal year determined as hereinafter provided.
Within one hundred twenty (120) days after the end of each fiscal year, or as
soon thereafter as practicable, Landlord shall deliver to Tenant a statement of
actual Operating Expenses for the fiscal year just ended, accompanied by a
computation of Operating Expense Adjustment. If such statement shows that
Tenant's payment based upon Estimated Operating Expenses is less than Tenant's
Proportionate Share of Operating Expenses, then Tenant shall pay to Landlord the
difference within twenty (20) days after receipt of such statement, such payment
to constitute Additional Rent for all purposes hereunder. If such statement
shows that Tenant's payments of Estimated Operating Expenses exceed Tenant's
Proportionate Share of Operating Expenses, then (provided that Tenant is not in
default under this Lease) Landlord shall pay to Tenant the difference within
twenty (20) days after delivery of such statement to Tenant. If this Lease has
been terminated or the Term hereof has expired prior to the date of such
statement, then the Operating Expense Adjustment shall be paid by the
appropriate party within twenty (20) days after the date of delivery of the
statement. Should this Lease commence or terminate at any time other than the
first day of the fiscal year, Tenant's Proportionate Share of the Operating
Expense Adjustment shall be prorated based on a month of 30 days and the number
of calendar months during such fiscal year that this Lease is in effect.
Notwithstanding anything to the contrary contained in Paragraph 7.A or 7.B,
Landlord's failure to provide any notices or statements within the time periods
specified in those paragraphs shall in no way excuse Tenant from its obligation
to pay Tenant's Proportionate Share of Operating Expenses.

D. Net Lease. 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 7.A. incurred in connection with the ownership, management,
maintenance, repair, preservation, replacement and operation of the Building
and/or Project and its supporting facilities and such additional facilities now
and in subsequent years as may be determined by Landlord to be necessary or
desirable to the Building and/or Project.

<PAGE>

E. Tenant Audit. If Tenant shall dispute the amount set forth in any statement
provided by Landlord under Paragraph 7.B. or 7.C. above, Tenant shall have the
right, not later than twenty (20) days following receipt of such statement and
upon the condition that Tenant shall first deposit with Landlord the full amount
in dispute, to cause Landlord's books and records with respect to Operating
Expenses for such fiscal year to be audited by certified public accountants
selected by Tenant and subject to Landlord's reasonable right of approval. The
Operating Expense Adjustment shall be appropriately adjusted on the basis of
such audit: If such audit discloses a liability for a refund in excess of ten
percent (10%) of Tenant's Proportionate Share of the Operating Expenses
previously reported, the cost of such audit shall be borne by Landlord;
otherwise the cost of such audit shall be paid by Tenant. If Tenant shall not
request an audit in accordance with the provisions of this Paragraph 7.E. within
twenty (20) days after receipt of Landlord's statement provided pursuant to
Paragraph 7.B. or 7.C., such statement shall be final and binding for all
purposes hereof. Tenant acknowledges and agrees that any information revealed in
the above described audit may contain proprietary end sensitive information and
that significant damage could result to Landlord if such information were
disclosed to any party other than Tenant's auditors. Tenant shall not in any
manner disclose, provide or make available any information revealed by the audit
to any person or entity without Landlord's prior written consent, which consent
may be withheld by Landlord in its sole and absolute discretion. The information
disclosed by the audit will be used by Tenant solely for the purpose of
evaluating Landlord's books and records in connection with this Paragraph 7.E.

A. Landlord's Insurance. All insurance maintained by Landlord shall be for the
sole benefit of Landlord and under Landlord's sole control:

(1) Property Insurance. Landlord agrees to maintain property insurance insuring
the Building against damage or destruction due to risk including fire,
vandalism, and malicious mischief in an amount not less than the replacement
cost thereof, in the form and with deductibles and endorsements as selected by
Landlord. At its election, Landlord may instead (but shall have no obligation
to) obtain "All Risk" coverage, and may also obtain earthquake, pollution,
and/or flood insurance in amounts selected by Landlord.

(2) Optional Insurance. Landlord, at Landlord's option, may also (but shall have
no obligation to) carry (i) insurance against loss of rent, in an amount equal
to the amount of Base Rent and Additional Rent that Landlord could be required
to abate to all Building tenants in the event of condemnation or casualty damage
for a period of twelve (12) months; and (ii) liability insurance and such other
insurance as Landlord may deem prudent or advisable, including, without
limitation, liability insurance in such amounts and on such terms as Landlord
shall determine. Landlord shall not be obligated to insure, and shall have no
responsibility whatsoever for any damage to, any furniture, machinery, goods,
inventory or supplies, or other personal property or fixtures which Tenant may
keep or maintain in the Premises, or any leasehold improvements, additions or
alterations within the Premises.

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

<PAGE>

(1) Property Insurance. Insurance on all personal property and fixtures of
Tenant and all improvements, additions or alterations made by or for Tenant to
the Premises on an "All Risk" basis, insuring such property for the full
replacement value of such property.

(2) Liability Insurance. Commercial General Liability insurance covering bodily
injury and property damage liability occurring in or about the Premises or
arising out of the use and occupancy of the Premises and the Project, and any
part of either, and any areas adjacent thereto, and the business operated by
Tenant or by any other occupant of the Premises. Such insurance shall include
contractual liability coverage insuring all of tenant's indemnity obligations
under this Lease. Such coverage shall have a minimum combined single limit of
liability of at least Two Million Dollars ($2,000,000.00), and a minimum general
aggregate limit of Three Million Dollars ($3,000,000.00), with an "Additional
Insured - Managers or Lessors of Premises Endorsement" and the "Amendment of the
Pollution Exclusion Endorsement." All such policies shall be written to apply to
all bodily injury (including death), property damage or loss, personal and
advertising injury and other covered loss, however occasioned, occurring during
the policy term, shall be endorsed to add Landlord and any party holding an
interest to which this Lease may be subordinated as an additional insured, and
shall provide that such coverage shall be "primary" and noncontributing with any
insurance maintained by Landlord, which shall be excess insurance only. Such
coverage shall also contain endorsements including employees as additional
insureds if not covered by Tenant's Commercial General Liability Insurance. All
such insurance shall provide for the Severability of interests of insureds; and
shall be written on an "occurrence" basis, which shall afford coverage for all
claims based on acts, omissions, injury and damage, which occurred or arose (or
the onset of which occurred or arose) in whole or in part during the policy
period.

(3) Workers' Compensation and Employers' Liability Insurance. Workers'
Compensation Insurance as required by any Regulation, and Employers' Liability
Insurance in amounts not less than One Million Dollars ($1,000,000) each
accident for bodily injury by accident; One Million Dollars ($1,000,000) policy
limit for bodily injury by disease; and One Million Dollars ($1,000,000) each
employee for bodily injury by disease.

(4) Commercial Auto Liability Insurance. Commercial auto liability insurance
with a combined limit of not less then 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, (ii) 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 Paragraph
8.B shall be endorsed to (i) provide Landlord with thirty (30) days' notice of
cancellation or change in terms; and (ii) waive all rights of subrogation by the
insurance carrier against Landlord. If at anytime



<PAGE>

during the Term the amount or coverage of insurance which Tenant is required to
carry under this Paragraph 8.B 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 right to require Tenant to increase the amount
or change the types of insurance coverage required under this Paragraph 8.B. All
insurance policies required to be carried by Tenant under this Lease shall be
written by companies rated A X or better in "Best's Insurance Guide" and
authorized to do business in the State of California. In any event deductible
amounts under all insurance policies required to be carried by Tenant under this
Lease shall not exceed Five Thousand Dollars ($5,000.00) 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 hereunder, procure the same for the account of
Tenant, and the cost thereof shall be paid to Landlord as Additional Rent.

C. Indemnification. Tenant shall indemnity, defend by counsel reasonably
acceptable to Landlord, protect and hold Landlord, Spieker Properties, Inc., and
each of their respective directors, shareholders, partners, lenders, members,
managers, contractors, affiliates, and employees (collectively, "Landlord
Indemnities") harmless from and against any and all claims, liabilities, losses,
costs, loss of rents, liens, damages, injuries or expenses, including reasonable
attorneys' and consultants' fees and court costs, demands, causes of action, or
judgments, directly or indirectly arising out of or related to: (1) claims of
injury to or death of persons or damage to property or business loss occurring
or resulting directly or indirectly from the use or occupancy of the Premises,
Building or Project by `tenant or Tenant's Parties, or from activities or
failures to act of Tenant or Tenant's Parties; (2) claims arising from work or
labor performed, or for materials or supplies furnished to or at the request of
Tenant in connection with performance of any work done for the account of Tenant
within the Premises or Project; (3) claims arising from any breach or default on
the part of Tenant in the performance of any covenant contained in this Lease;
and (4) claims arising from the negligence or intentional acts or omissions of
Tenant or Tenant's Parties. The foregoing indemnity by Tenant shall not be
applicable to claims to the extent arising from the active negligence or willful
misconduct of Landlord. Landlord shall not be liable to Tenant and Tenant hereby
waives all claims against Landlord for any injury to or death of or damage to
any person or property or business loss in or about the Premises, Building or
Project by or from any cause whatsoever (other than Landlord's gross negligence
or willful misconduct) and, without limiting the generality of the foregoing,
whether caused by water leakage of any character from the roof, walls, basement
or other portion of the Premises, Building or Project, or caused by gas, fire,
oil or electricity in, on or about the Premises, Building of Project, acts of
God or of third parties, or any matter outside of the reasonable control of
Landlord. The provisions of this Paragraph shall survive the expiration or
earlier termination of this Lease.

<PAGE>

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 forms hereof) under any 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.

Landlord shall maintain in good repair, reasonable wear and tear excepted, the
structural soundness of the roof, foundations, and exterior, walls of the
Building. The term "exterior wells" as used herein shall not include windows,
glass or plate glass, doors, dock bumpers or dock plates, special store fronts
or office entries. Any damage caused by or repairs necessitated by any
negligence or act of Tenant or Tenant's Parties may be repaired by Landlord at
Landlord's option and Tenant's expense. Tenant shall immediately give Landlord
written notice of any defect or need of repairs in such components of the
Building for which Landlord is responsible, after which Landlord shall have a
reasonable opportunity and the right to enter the Premises at all reasonable
times to repair same. Landlord's liability with respect to any defects, repairs,
or maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance, end
there shall be no abatement of rent and no liability of Landlord by reason of
any injury to or interference with Tenant's business arising from the making of
repairs, alterations or improvements in or to any portion of the Premises, the
Building or the Project or to fixtures, appurtenances or equipment in the
Building, except as provided in Paragraph 24 by taking possession of the
Premises, Tenant accepts them "as is," as being in good order, condition and
repair and the condition in which Landlord is obligated to deliver them and
suitable for the Permitted Use and Tenant's intended operations in the Premises,
whether or not any notice of acceptance is given.

Tenant shall at all times during the Term at Tenant's expense maintain all parts
of the Premises and such portions of the Building as are within the exclusive
control of Tenant in a first-class, good, clean and secure condition and
promptly make all necessary repairs and replacements, as reasonably determined
by Landlord, including but not limited to, all windows, glass, doors, walls,
including demising walls, and wall finishes, floors and floor covering, heating,
ventilating and air conditioning systems, ceiling insulation, track doors,
hardware, dock bumpers, dock plates and levelers, plumbing work and fixtures,
downspouts, entries, skylights, smoke hatches, roof vents, electrical and
lighting systems, and fire sprinklers, with materials and workmanship of the
same character, kind and quality as the original. Tenant shall at Tenant's
expense also perform regular removal of trash and debris. If Tenant uses rail
and if required by the railroad company, Tenant agrees to sign a joint
maintenance agreement governing the use of the rail spur, if any. Tenant shall,
at Tenant's own expense, enter into a regularly scheduled preventative
maintenance/service contract with a maintenance contractor for servicing all hot
water, heating and air conditioning systems and equipment within or serving the
Premises. The maintenance contractor and the contract must be approved by
Landlord. The service contract must include all services suggested by the
equipment manufacturer within the operation/maintenance manual and

<PAGE>

must become effective and a copy thereof delivered to Landlord within thirty
(30) days after the Term Commencement Date. Landlord may, upon notice to Tenant,
enter into such a service contract on behalf of Tenant or perform the work and
in either case charge Tenant the cost thereof along with a reasonable amount for
Landlord's overhead. Notwithstanding anything to the contrary contained herein,
Tenant shall, at its expense, promptly repair any damage to the Premises or the
Building or Project resulting from or caused by any negligence or act of Tenant
or Tenant's Parties. Nothing herein shall expressly or by implication render
Tenant Landlord's agent or contractor to effect any repairs or maintenance
required of Tenant under this Paragraph 11, as to all of which Tenant shall be
solely responsible. Notwithstanding anything to the contrary in this Paragraph
11, shall Tenant be required to make repairs to the heating, ventilating and sit
conditioning systems, Landlord shall reimburse Tenant for such repairs, if any,
up to a maximum amount of ten thousand dollars ($10,000). Said repairs, if any,
shall be completed prior to August 31, 2000. Tenant shall deliver to Landlord
copies of any invoices along with a written request for reimbursement and
Landlord shall reimburse Tenant within thirty (30) days of Tenants written
request.

A. Tenant shall not make, or allow to be made, any alterations, physical
additions, improvements or partitions, including without limitation the
attachment of any fixtures or equipment, in, about or to the Premises
("Alterations") without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld with respect to proposed Alterations
which: (a) comply with all applicable Regulations; (b) are, in Landlord's
opinion, compatible with the Building or the Project and its mechanical,
plumbing, electrical, heating/ventilation/air conditioning systems, and will not
cause the Building or Project or such systems to be required to be modified to
comply with any Regulations (including, without limitation, the Americans With
Disabilities Act); and (c) will not interfere with the use and occupancy of any
other portion of the Building or Project by any other tenant or its' invitees.
Specifically, but without limiting the generality of the foregoing, Landlord
shall have the right of written consent for all plans and specifications for the
proposed Alterations, construction means and methods, all appropriate permits
and licenses, any contractor or subcontractor to be employed on the work of
Alterations, and the time for performance of such work, and may impose rules and
regulations for contractors and subcontractors performing such work. Tenant
shall also supply to Landlord any documents and information reasonably requested
by Landlord in connection with Landlord's consideration of a request for
approval hereunder. Tenant shall cause all Alterations to be accomplished in a
first-class, good and workmanlike manner, and to comply with all applicable
Regulations end Paragraph 27 hereof. Tenant shall at Tenant's sole expense,
perform any additional work required under applicable Regulations due to the
Alterations hereunder. No review or consent by Landlord of or to any proposed
Alteration or additional work shall constitute a waiver of Tenant's obligations
under this Paragraph 12. Tenant shall reimburse Landlord for all costs which
Landlord may incur in connection with granting approval to Tenant for any such
Alterations, including any costs or expenses which Landlord may incur in
electing to have outside architects and engineers review said plans and
specifications; Landlord shall provide Tenant with a response and/or consent to
Alterations within ten (10) business days from receipt of the request from
Tenant provided that Tenant has delivered all documents and information
reasonably requested by Landlord. All such Alterations shall remain the property
of Tenant until the expiration or earlier termination of this Lease, at which
time they shall be and become the

<PAGE>

property of Landlord. In addition to and wholly apart from Tenant's obligation
to pay Tenant's Proportionate Share of Operating Expenses, Tenant shall be
responsible for and shall pay prior to delinquency any taxes or governmental
service fees, possessory interest taxes, fees or charges in lieu of any such
taxes, capital levies, or other charges imposed upon, levied with respect to or
assessed against its fixtures or personal property, on the value of Alterations
within the Premises, and on Tenant's interest pursuant to this Lease, or any
increase in any of the foregoing based on such Alterations. To the extent that
any such taxes are not separately assessed or billed to Tenant, Tenant shall pay
the amount thereof as invoiced to Tenant by Landlord.

B. In compliance with Paragraph 27 hereof, at least ten (10) business 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.

C. Notwithstanding anything to the contrary contained in Paragraph 12.A, at the
time Landlord gives its consent for any Alterations Tenant shall also be
notified whether or not Landlord will require that such Alterations be removed
upon the expiration or earlier termination of this Lease. If Landlord fails to
so notified Tenant it shall be assumed that Landlord will require their removal.
All such removals and restoration shall be accomplished in a first-class and
good and workmanlike manner so as not to cause any damage to the Premises or
Protect whatsoever. If Tenant falls to remove such Alterations or Tenant's trade
fixtures or furniture or other Personal property, Landlord may keep and use them
or remove any of them and cause them to be stored or sold in accordance with
applicable law, at Tenant's sole expense.

13. SIGNS

Tenant shall not place, install, affix, paint or maintain any signs, notices,
graphics or, banners whatsoever or any window decor which is visible in or from
public view or corridors, the common areas or the exterior of the Premises or
the Building, in or on any exterior window or window fronting upon any common
areas or service area or upon any truck doors or man doors without Landlord's
prior written approval which Landlord shall have the right to withhold in its
absolute and sole discretion; provided that Tenant's name shall be included in
any Building-standard door and directory signage, if any, in accordance with
Landlord's Building signage program, including without limitation, payment by
Tenant of any fee charged by Landlord for maintaining such signage, which fee
shall constitute Additional Rent hereunder. Any installation of signs, notices,
graphics or banners on or about the Premises or Project approved by Landlord
shall be subject to any Regulations and to any other requirements imposed by
Landlord. Tenant shall remove all such signs or graphics by the expiration or
any earlier termination of this Lease. Such installations and removals shall be
made in such manner as to avoid injury to or defacement of the Premises,
Building or Project end any other improvements contained therein, and Tenant
shall repair any injury or defacement including without limitation discoloration
caused by such installation or removal.

<PAGE>

After reasonable notice, except in emergencies where no such notice shall be
required, Landlord and Landlord's agents and representatives, shall have the
right to enter the Premises to inspect the same, to clean, to perform such work
as may be permitted or required hereunder, to make repairs, improvements or
alterations to the Premises, Building or Project or to other tenant spaces
therein, to deal with emergencies, to post such notices as may be permitted or,
required by law to prevent the perfection of liens against Landlord's interest
in the Project or to exhibit the Premises to prospective tenants purchasers
encumbrancers or to others, or for any other purpose as Landlord may deem
necessary or desirable; provided, however, that Landlord shall use reasonable
efforts not to unreasonably interfere with Tenant's business operations. Tenant
shall not be entitled to any abatement of Rent by reason of the exercise of any
such right of entry. Tenant waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby.
Landlord shall at all times have and retain a key with which to unlock all of
the doors in, upon and about the Premises excluding Tenant's vaults and safes or
special security areas (designated in advance), and Landlord shall have the
right to use any and all means which Landlord may deem necessary or proper to
open said doors in an emergency, in order to obtain entry to any portion of the
Premises, and any entry to the Premises or portions thereof obtained by Landlord
by any of said means, or otherwise, shall not be construed to be a forcible or
unlawful entry into, or a detainer of, the Premises, or an eviction, actual or
constructive, of Tenant from the Premises or any portions thereof. At any time
within six (6) months prior to the expiration of the Term or following any
earlier termination of this Lease or agreement to terminate this Lease, Landlord
shall have the right to erect on the Premises, Building and/or Project a
suitable sign indicating that the Premises are available for lease.

A. Tenant shall (where practicable) contract for and pay directly when due, for
all water, gas, heat, air conditioning, light, power, telephone, sewer,
sprinkler charges cleaning, waste disposal and other utilities end services used
on or from the Premises, together with any taxes, penalties, surcharges or the
like pertaining thereto, and maintenance charges for utilities and shall furnish
all electric light bulbs, ballasts and tubes. If any such services are not
separately billed or metered to Tenant, Tenant shall pay an equitable
proportion, as determined in good faith by Landlord, of all charges billed or
metered with other premises. All sums payable under this Paragraph 15 shall
constitute Additional Rent hereunder.

B. Tenant acknowledges that Tenant has inspected and accepts the water,
electricity, heat and air conditioning and other utilities and services being
supplied or furnished to the Premises as of the date Tenant takes possession of
the Premises, if any, as being sufficient in their present condition, "as is,"
for the Permitted Use, and for Tenant's intended operations in the Premises.
Tenant agrees to keep and cause to be kept closed all window covering when
necessary because of the sun's position, and Tenant also agrees at all times to
cooperate fully with Landlord and to abide by all of the regulations and
requirements which Landlord may prescribe for the proper functioning and
protection of electrical heating, ventilating and air conditioning systems.
Wherever heat-generating machines, excess lighting or equipment are used in the
Premises which affect the temperature otherwise maintained by the air
conditioning system, Landlord reserves the right to install supplementary air
conditioning units in the Premises and the cost


<PAGE>

thereof, including the cost of installation and the cost of operation and
maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord.

C. Tenant shall not without written consent of Landlord use any apparatus,
equipment or device in the Premises, including without limitation, computers,
electronic data processing machines, copying machines, and other machines, using
excess lighting or using electric current, water, or any other resource in
excess of or which will in any way increase the amount of electricity, water, or
any other resource being furnished or supplied for the use of the Premises for
reasonable and normal office use, in each case as of the date Tenant takes
possession of the Premises and as determined by Landlord, or which will require
additions or alterations to or interfere with the Building power distribution
systems; nor connect with electric current, except through existing electrical
outlets in the Premises or water pipes, any apparatus, equipment or device for
the purpose of using electrical current, water, or any other resource. If Tenant
shall require water or electric current or any other resource in excess of that
being furnished or supplied for the use of the Premises as of the date Tenant
takes possession of the Premises, if any, as determined by Landlord, Tenant
shall first procure the written consent of Landlord which Landlord may refuse,
to the use thereof, and Landlord may cause a special meter to be installed in
the Premises so as to measure the amount of water, electric current or other
resource consumed for any such other use. Tenant shall pay directly to Landlord
upon demand as an addition to and separate from payment of Operating Expenses
the cost of all such additional resources, energy, utility service and meters
(and of installation, maintenance and repair thereof and of any additional
circuits or other equipment necessary to furnish such additional resources,
energy, utility or service). Landlord may add to the separate or metered charge
a recovery of additional expense incurred in keeping account of the excess
water, electric current or other resource so consumed. Landlord shall in no case
be liable for any damages directly or indirectly resulting from nor shall the
Rent or any monies owed Landlord under this Lease herein reserved be abated by
reason of: (a) the installation, use or interruption of use of any equipment
used in connection with the furnishing of any such utilities or services, or any
change is the character or means of supplying or providing any such utilities or
services or any supplier thereof; (b) the failure to furnish or delay in
furnishing any such utilities or services when such failure or delay is caused
by acts of God or the elements, labor disturbances of any character, or
otherwise, or because of any interruption of service due to Tenant's use of
water, electric current or other resource in excess of that being supplied or
furnished for the use of the Premises as of the date Tenant takes possession of
the Premises; or (c) the inadequacy, limitation, curtailment, rationing or
restriction on use of water, electricity, gas or any other form of energy or any
other service or utility whatsoever serving the Premises or Project otherwise;
or (d) the partial or total unavailability of any such utilities or services to
the Premises or the Building or the diminution in the quality or quantity
thereof, whether by Regulation or otherwise; or (e) any interruption in Tenant's
business operations as a result of any such occurrence; nor shall any such
occurrence constitute an actual or constructive eviction of Tenant or a breach
of an implied warranty by Landlord. Landlord shall further have no obligation to
protect or preserve any apparatus, equipment or device installed by Tenant in
the Premises, including without limitation by providing additional or
after-hours heating or air conditioning. Landlord shall be entitled to cooperate
voluntarily and in a reasonable manner with the efforts of national, state or
local governmental agencies or utility suppliers in reducing energy or other
resource consumption. The obligation to make services available hereunder shall
be subject to the limitations of any

<PAGE>

such voluntary, reasonable program. In addition, Landlord reserves the right to
change the supplier or provider of any such utility or service from time to
time. Landlord may, but shall not be obligated to, upon notice to Tenant,
contract with or otherwise obtain any electrical or other such service for or
with respect to the Premises or Tenant's operations therein from any supplier or
provider of any such service. Tenant shall cooperate with Landlord and any
supplier or provider of such services designated by Landlord from time to time
to facilitate the delivery of such services to Tenant at the Premises and to the
Building and Project, including without limitation allowing Landlord and
Landlord's suppliers or providers, and their respective agents and contractors,
reasonable access to the Promises for the purpose of installing, maintaining,
repairing, replacing or upgrading such service or any equipment or machinery
associated therewith.


Without the necessity of any additional document being executed by Tenant for
the purpose of effecting a subordination, this Lease shall be and is hereby
declared to be subject and subordinate at all times to: (a) all ground leases
;of underlying leases which may now exist or hereafter be executed effecting the
Premises and/or the land upon which the Premises, and Project are situated, or
both; and (b) any mortgage or deed of trust which may now exist or be placed
upon the Building, the Project and/or the land upon which the Premises or the
Project are situated, or said ground leases or underlying leases, or Landlord's
interest or estate in any of said items which is specified as security.
Notwithstanding the foregoing, Landlord shall have the right to subordinate or
cause to be subordinated any such ground leases or underlying leases or any such
liens to this Lease. If any ground lease or underlying lease terminates for any
reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, tenant shall, notwithstanding any
subordination, attorn to and become the Tenant, of the successor in interest to
Landlord provided that Tenant shall not be disturbed in its possession under
this Lease by such successor in interest so long as Tenant is not in default
under this Lease, within ten (10) days after request by Landlord, Tenant shall
execute and deliver any additional documents evidencing Tenant's attornment or
the subordination of this Lease with respect to any such ground leases or
underlying leases or any such mortgage or deed of trust, in the form requested
by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of
trust, subject to such nondisturbance requirement. If requested in writing by
Tenant, Landlord shall use commercially reasonable efforts to obtain a
subordination, nondisturbance and attornment agreement for the benefit of Tenant
reflecting the foregoing from any ground landlord, mortgagee or beneficiary, at
Tenant's expense, subject to such other terms and conditions as the ground
landlord, mortgagee or beneficiary may require.


At the request of Landlord from time to time, Tenant shall provide to Landlord
Tenant's and any guarantor's current financial statements or other information
discussing financial worth of Tenant and any guarantor, which Landlord shall use
solely for purposes of this Lease and in connection with the ownership,
management, financing and disposition of the Project.


Tenant agrees from time to time, within ten (10) days after request of Landlord,
to deliver to Landlord, or Landlord's designee, an estoppel certificate stating
that this Lease is in full force

<PAGE>

and effect, that this Lease has not been modified (or stating all modifications,
written or oral, to this Lease), the date to which Rent has been paid, the
unexpired portion of this Lease, that there are no current defaults by Landlord
or Tenant under this Lease (or specifying any such defaults), that the leasehold
estate granted by this Lease is the sole interest of Tenant in the Premises
and/or the land at which the Premises are situated, and such other matters
pertaining to this Lease as may be reasonably requested by Landlord or any
mortgagee, beneficiary, purchaser or prospective purchaser of the Building or
Project or any interest therein. Failure by Tenant to execute and deliver such
certificate shall constitute an acceptance of the Premises and acknowledgment by
Tenant that the statements included are true and correct without exception.
Tenant agrees that if Tenant fails to execute end deliver such certificate
within such ten (10) day period, Landlord may execute and deliver such
certificate on Tenant's behalf and that such certificate shall be binding no
Tenant. Landlord and Tenant intend that any statement delivered pursuant to this
Paragraph may be relied upon by any mortgagee, beneficiary, purchaser or
prospective purchaser of the Building or Project or any interest therein. The
parties agree that Tenant's obligation to furnish such estoppel certificates in
a timely fashion is a material inducement for Landlord's execution of this
Lease, and shall be an event of default (without any cure period that might be
provided under Paragraph 26.A(3) of this Lease) if Tenant fails to fully comply
or makes any material misstatement in any such certificate.


Tenant agrees to deposit with Landlord upon execution of this Lease, a security
deposit as stated in the Basic Lease Information and in Paragraph 39.B of the
Lease (the "Security Deposit"), which sum shall be held and owned by Landlord,
without obligation to pay interest, as security for the performance of Tenant's
covenants end obligations under this Lease. Landlord is hereby granted a
security interest in the Security Deposit in accordance with applicable
provisions of the California Commercial Code. The Security Deposit is not an
advance rental deposit or a measure of damages incurred by Landlord in case of
Tenant's default. Upon the occurrence of any event of default by Tenant,
Landlord may from time to time, without prejudice to any other remedy provided
herein or by law, use such fund as a credit to the extent necessary to credit
against any arrears of Rent or other payments due to Landlord hereunder, and any
other damage, injury, expense or liability caused by such event of default, and
Tenant shall pay to Landlord, on demand, the amount so applied in order to
restore the Security Deposit to its original amount. Any remaining balance of
such deposit shall be returned by Landlord to Tenant at such time after
termination of this Lease that all of Tenant's obligations under this Lease have
been fulfilled, reduced by such amounts as may be required by Landlord to remedy
defaults on the part of Tenant in the payment of Rent or other obligations of
Tenant under this Lease, to repair damage to the Premises, Building or Project
caused by Tenant or any Tenant's Parties and to clean the Premises. Landlord may
use and commingle the Security Deposit with other Funds of Landlord. 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.


The obligations and liability of Landlord to Tenant for any default by Landlord
under the terms of this Lease are not personal obligations of Landlord or of the
individual or other partners of

<PAGE>

Landlord or its or their partners, directors; officers, or shareholders, and
Tenant agrees to look solely to Landlord's interest in the Project for the
recovery of any amount from Landlord, and shall not look to other assets of
Landlord nor seek recourse against the assets of the individual or other
partners of Landlord or its or their partners, directors, officers or
shareholders. Any lien obtained to enforce any such judgment and any levy of
execution thereon shall be subject and subordinate to any lien, mortgage or deed
of trust on the Project. Under no circumstances shall Tenant have the right to
offset against, or recoup Rent or other payments due and to become due to
Landlord hereunder except as expressly provided in this Lease, which Rent and
other payments shall be absolutely due and payable hereunder in accordance with
the terms hereof. 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 or otherwise, notwithstanding
anything to the contrary contained in this Lease.


(1) General. This Lease has been negotiated to be and is granted as an
accommodation to Tenant. Accordingly, this Lease is personal to Tenant, and
Tenant's rights granted hereunder do not include the right to assign this Lease
or sublease the Premises, or to receive any excess, either in installments or
lump sum, over the Rent which is expressly reserved by Landlord as hereinafter
provided, except as otherwise expressly hereinafter provided. Tenant shall not
assign or pledge this Lease or sublet the Premises or any pert thereof, whether
voluntarily or by operation of law, or permit the use or occupancy of the
Premises or any pert thereof by anyone other than Tenant, or suffer or permit
any such assignment, pledge, subleasing or occupancy, without Landlord's prior
written consent except as provided herein, which shall not be unreasonably
withheld. If Tenant desires to assign this Lease or sublet any or all of the
Premises, Tenant shall give Landlord written notice (the "Transfer Notice") at
least forty-five (45) days' prior to the anticipated effective date of the
proposed assignment or sublease, which shall contain all of the information
reasonably requested by Landlord to address Landlord's decision criteria
specified hereinafter. Landlord shall then have a period of fifteen (15) days
following receipt of the Transfer Notice to notify Tenant in writing that
Landlord elects either; (i) to terminate this Lease as to the space so affected
as of the date so requested by Tenant; or (ii) to consent to the proposed
assignment or sublease, subject, however, to Landlord's prior written consent of
the proposed assignee or subtenant and of any related documents or agreements
associated with the assignment or sublease: If Landlord should fail to notify
Tenant in writing of such election within said period, Landlord shall be deemed
to have waived option (i) above but written consent by Landlord of the proposed
assignee or subtenant shall still be required. If Landlord does not exercise
option (i) above, Landlord's consent to a proposed assignment or sublease shall
not be unreasonably withheld. With respect to a proposed sublease. In the event
Landlord falls to respond to Tenant's written request for consent within .the
above described fifteen (15) day period; Tenant may provide to Landlord a second
written request for consent with respect to the same Proposed sublease
("Tenant's Second Consent Request"). If Landlord fails to respond to Tenant's
Second Consent Request within fifteen (15) business days following landlord's
receipt thereof, and the proposed sublease is for less than 50% of the Premises,
then Landlord's failure to respond shall be deemed to be Landlord's consent to
such subtenant or agent to any assignment or subletting shall not constitute
consent to any subsequent transaction to which this Paragraph 21 applies.
Notwithstanding anything to the contrary in this Lease, Landlord's right to
terminate

<PAGE>

pursuant to option (t) above shall not apply so long as Tenant is in occupancy
of at least 17,603 square feet of the Premises and is not in default under this
Lease.


(2) Conditions of Landlord's Consent. Without limiting the other instances in
which it may be reasonable for Landlord to withhold Landlord's consent to an
assignment or subletting, Landlord and Tenant acknowledge that it shall be
reasonable for Landlord to withhold Landlord's consent in the following
instances: if the proposed assignee does not agree to be bound by and assume the
obligations of Tenant under this Lease in form and substance satisfactory to
Landlord; the use of the Premises by such proposed assignee or subtenant would
not be a Permitted Use or would violate any exclusivity or other arrangement
which Landlord has with any other tenant or occupant or any Regulation or would
increase the Occupancy Density or Parking Density of the Building or Project, or
would otherwise result in an undesirable tenant mix for the Project as
determined by Landlord; the proposed assignee or subtenant is not of sound
financial condition as determined by Landlord in Landlord's sole discretion; the
proposed assignee or subtenant is a governmental agency; the proposed assignee
or subtenant does not have a good reputation as a tenant of property or a good
business reputation; the assignment or subletting would entail any Alterations
which would lessen the value of the leasehold improvements in the Premises, or
the use of any Hazardous Materials or other noxious use or use which may disturb
other tenants of the Project; or Tenant is in default of any obligation of
Tenant under this Lease, or Tenant has defaulted under this Lease on three (3)
or more occasions during any twelve (12) months preceding the date that Tenant
shall request consent. Failure by or refusal of Landlord to consent to a
proposed assignee or subtenant shall not cause a termination of this Lease. Upon
a termination under Paragraph 21.A.(I)(i), Landlord may lease the Premises to
any party, including parties with whom Tenant has negotiated an assignment or
sublease, without incurring any liability to Tenant. At the option of Landlord,
a surrender and termination of this Lease shall operate as an assignment to
Landlord of some or all subleases or subtenancies. Landlord shall exercise this
option by giving notice of that assignment to such subtenants on or before the
effective date of the surrender and termination. In connection with each request
for assignment or subletting, Tenant shall pay to Landlord Landlord's reasonable
standard fee, for approving such requests, as well as all costs incurred by
Landlord or any mortgagee or ground lessor in approving each such request and
effecting any such transfer, including, without limitation, reasonable
attorneys' fees.

(3) Permitted Transfers. An "Affiliate" means any entity that (i) controls is
controlled by, or is under common control with Tenant. (ii) results from the
transfer of all or substantially all of Tenant's assets or stock, or (iii)
results from the merger or consolidation of Tenant with another entity.
"Control" means the direct or indirect ownership of more than fifty percent
(50%) of the voting securities of an entity or possession of the right to vote
more than fifty percent (50%) of the voting interest in the ordinary direction
of the entity's affairs. Notwithstanding anything to the contrary contained in
this Lease. Landlord's consent is not required any assignment of this Lease or
sublease of all or a portion of the Premises to an Affiliate so long as the
following conditions are met: (a) at least ten (10) business days before any
such assignment or sublease, Landlord receives written notice of such assignment
or sublease (as well as any documents or information reasonably requested by
Landlord regarding the proposed intended transfer and the transferee): (b)
Tenant is not then and has not been in default under this Lease: (c) if the
transfer

<PAGE>

is an assignment or any other transfer to an Affiliate other than a sublease,
the intended assignee assumes in writing all of Tenant's obligations under this
Lease relating to the Premises In form satisfactory to Landlord or, if the
transfer is a sublease, the intended subleases accepts the sublease in form
satisfactory to Landlord, (d) the intended transferee has a tangible net worth
as evidenced by financial statements delivered to Landlord and certified by an
independent certified public accountant in accordance with generally accepted
accounting principles the are consistently applied, at least equal to
$2,000,000,000.00; (e) the Premises shall continue to be operated solely for the
use specified in the Basic Lease information and (f) Tenant shall pay to all
costs reasonably incurred by Landlord or any mortgagee or ground lessor for such
assignment or subletting, including, without limitation reasonable attorneys'
fees. No transfer to an Affiliate in accordance with this subparagraph shall
relieve Tenant named herein of any obligation under this Lease or alter the
primary liability of Tenant named herein for the payment of Rent or fur the
performance of mother obligation to be performed by Tenant, including the
obligations contained in Paragraph 25 with respect to any Affiliate.

B. Bonus Rent. Any Rent or other consideration realized by Tenant under any such
sublease or assignment in excess of the Rent payable hereunder, after
amortization of a reasonable brokerage commission incurred by Tenant, shall be
divided and paid fifty percent (50%) to Tenant, fifty percent (50%) to Landlord.
In any subletting or assignment undertaken by Tenant, Tenant shall diligently
seek to obtain the maximum rental amount available in the marketplace for
comparable space available for primary leasing.

C. Corporation. If Tenant is a corporation, a transfer of corporate shares by
sale, assignment, bequest, inheritance, operation of law or other disposition
(including such a transfer to or by a receiver or trustee in federal or state
bankruptcy, insolvency or other proceedings) resulting in a change in the
present control of such corporation or any of its parent corporations by the
person or persons owning a majority of said corporate shares, shall constitute
an assignment for purposes of this Lease.

Notwithstanding anything to the contrary in this Lease the transfer of
outstanding capital stock or other listed equity interests or the purchase of
outstanding capital stock or other listed equity interests, or the purchase of
equity interests issued in an initial public offering of stock, by persona or
parties other than "insiders" within the meaning of the Securities Exchange Act
of 1934 as amended, through the "over-the-counter" market or any recognized
national or international securities exchange shall not be included in
determining whether control has been transferred.

D. Unincorporated Entity. If Tenant is a partnership, joint venture,
unincorporated limited liability company or other unincorporated business form,
a transfer of the interest of persons, firms or entities responsible for
managerial control of Tenant by sale, assignment, bequest, inheritance,
operation of law or other disposition, so as to result in a change in the
present control of said entity and/or of the underlying beneficial interests of
said entity and/or a change in the identity of the persons responsible for the
general credit obligations of said entity shall constitute an assignment for all
purposes of this Lease.

<PAGE>


E. Liability. No assignment or subletting by Tenant, permitted or otherwise,
shall relieve Tenant of any obligation under this Lease or any guarantor of this
Lease of any liability under its guaranty or alter the primary liability of the
Tenant named herein for the payment of Rent or for the performance of any other
obligations to be performed by Tenant, including obligations contained in
Paragraph 25 with respect to any assignee or subtenant. Landlord may collect
rent or other amounts or any portion thereof from any assignee, subtenant, or
other occupant of the Premises, permitted or otherwise, and apply the net rent
collected to the Rent payable hereunder, but no such collection shall be deemed
to be a waiver of this Paragraph 21, or the acceptance of the assignee,
subtenant or occupant as tenant, or a release of Tenant from the further
performance by Tenant of the obligations of Tenant under this Lease or any
guarantor of this Lease of any liability under its guaranty. Any assignment or
subletting which conflicts with the provisions hereof shall be void.

22.  AUTHORITY


Landlord represents and warrants that it has full right and authority to enter
into this Lease and to perform all of Landlord's obligations hereunder and that
all persons signing this Lease on its behalf are authorized to do. Tenant and
the person or persons, if any, signing on behalf of Tenant, jointly and
severally represent and warrant that Tenant has full right and authority to
enter into this Lease, and to perform all of Tenant's obligations hereunder, and
that all persons signing this Lease on its behalf are authorized to do so.


A. Condemnation Resulting in Termination. If the whole or any substantial part
of the Premises should be taken or condemned for any public use under any
Regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the taking would prevent or materially interfere with the Permitted
Use of the Premises, either party shaft have the right to terminate this Lease
at its option. If any material portion of the Building or Project is taken or
condemned for any public use under any Regulation, or by right of eminent
domain, or by private purchase in lieu thereof, Landlord may terminate this
Lease at its option. In either of such events, the Rent shall be abated during
the unexpired portion of this Lease, effective when the physical taking of said
Premises shall have occurred.

B. Condemnation Not Resulting in Termination. If a portion of the Project of
which the Premises area part should betaken or condemned for any public use
under any Regulation, or by right of eminent domain, or by private purchase in
lieu thereof, and the taking prevents or materially interferes with the
Permitted Use of the Premises, and this Lease is not terminated as provided in
Paragraph 23.A. above, the Rent payable hereunder during the unexpired portion
of this Lease shall be reduced, beginning on the date when the physical taking
shall have occurred, to such amount as may be fair and reasonable under all of
the circumstances, but only after giving Landlord credit for all sums received
or to be received by Tenant by the condemning authority. Notwithstanding
anything to the contrary contained in this Paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under power
of eminent domain during the Term, this Lease shall be and remain unaffected by
such taking or appropriation and Tenant shall continue to pay in full alt Rent
payable hereunder by Tenant

<PAGE>

during the Term; in the event of any such temporary appropriation or taking,
Tenant shall be entitled to receive that portion of any award which represents
compensation for the use of or occupancy of the Premises during the Term.

C. Award. Landlord shall be entitled to (and Tenant shall assign to Landlord)
any and all payment, income, rent, award or any interest therein whatsoever
which may be paid or made in connection with such taking or conveyance and
Tenant shall have no claim against Landlord or otherwise for any sums paid by
virtue of such proceedings, whether or not attributable to the value of any
unexpired portion of this Lease, except as expressly provided in this Lease.
Notwithstanding the foregoing, any compensation specifically, and separately
awarded Tenant for Tenant's personal property and moving costs, shall be and
remain the property of Tenant.

D. Waiver of CCP Section 1265.130. Each party waives the provisions of
California Civil Code Procedure Section 1265.130 allowing either party to
petition the superior court to terminate this Lease as a result of a partial
taking.


A. General. If the Premises or Building should be damaged or destroyed by fire,
tornado, or other casualty (collectively, "Casualty"), Tenant shall give
immediate written notice thereof to Landlord. Within thirty (30) days after
Landlord's receipt of such notice, Landlord shall notify Tenant whether in
Landlord's estimation material restoration of the Premises can reasonably be
made within one hundred eighty (180) days from the date of such notice and
receipt of required permits for such restoration. Landlord's determination shall
be binding on Tenant.

B. Within 180 Days. If the Premises or Building should be damaged by Casualty to
such extent that material restoration can in Landlord's estimation be reasonably
completed within one hundred eighty (l80) days after the date of such notice and
receipt of required permits for such restoration, this Lease shall not
terminate. Provided that insurance proceeds are received by Landlord to fully
repair the damage, Landlord shall proceed to rebuild and repair the Premises
diligently and in the manner determined by Landlord, except that Landlord shall
not be required to rebuild, repair or replace any part of any Alterations which
may have been placed on or about the Premises or paid for by Tenant. If the
Premises are untenantable in whole or in part following such damage, the Rent
payable hereunder during the period in which they are untenantable shall be
abated proportionately, but only to the extent of rental abatement insurance
proceeds received by Landlord during the time and to the extent the Premises are
unfit for occupancy.

C. Greater than 180 Days. If the Premises or Building should be damaged by
Casualty to such extent that rebuilding or repairs cannot in Landlord's
estimation be reasonably completed within one hundred eighty (180) days after
the date of such notice and receipt of required permits for such rebuilding or
repair, then Landlord shall have the option of either: (1) terminating this
Lease effective upon the date of the occurrence of such damage, in which event
the Rent shall be abated during the unexpired portion of this Lease; or (2)
electing to rebuild or repair the Premises diligently and in the manner
determined by Landlord: Landlord shall notify Tenant of its election within
thirty (30) days after Landlord's receipt of notice of the damage or
destruction. Notwithstanding the above, Landlord shall not be required to
rebuild, repair or replace any part of any Alterations which may have been
placed, on or about the Premises or paid for by Tenant.

<PAGE>

If the Premises ere untenantable in whole or in pert following such damage, the
Rent payable hereunder during the period in which they are untenantable shall be
abated proportionately, but only to the extent of rental abatement insurance
proceeds received by Landlord during the time and to the extent the Premises are
unfit for occupancy.


D. Tenant's Fault. Notwithstanding anything herein to the contrary, if the
Premises or any other portion of the Building are damaged by Casualty resulting
from the fault, negligence, or breach of this Lease by Tenant or any of Tenant's
Parties, Base Rent and Additional Rent shall not be diminished during the repair
of such damage and Tenant shall be liable to Landlord for the cost and expense
of the repair and restoration of the Building caused thereby to the extent such
cost and expense is not covered by insurance proceeds.

E. Insurance Proceeds. Notwithstanding anything herein to the contrary, if the
Premises or Building are damaged or destroyed and are not fully covered by the
insurance proceeds received by Landlord or if the holder of any indebtedness
secured by a mortgage or deed of trust covering the Premises requires that the
insurance proceeds be applied to such indebtedness, then in either case Landlord
shall have the right to terminate this Lease by delivering written notice of
termination to Tenant within thirty (30) days after the date of notice to
Landlord that said damage or destruction is not fully covered by insurance or
such requirement is made by any such holder, as the case may be, whereupon this
Lease shall terminate.

F. Waiver. This Paragraph 24 shall be Tenant's sole and exclusive remedy in the
event of damage or destruction to the Premises or the Building. As a material
inducement to Landlord entering into this Lease, Tenant hereby waives any rights
it may have under Sections 1932, 1933(4), 1941 or 1942 of the Civil Code of
California with respect to any destruction of the Premises, Landlord's
obligation for tenantability of the Premises and Tenant's right to make repairs
and deduct the expenses of such repairs, or under any similar law, statute or
ordinance now or hereafter in effect.

G. Tenant's Personal Property. In the event of any damage or destruction of the
Premises or the Building, under no circumstances shall Landlord be required to
repair any injury or damage to, or make any repairs to or replacements of,
Tenant's personal property.

25.  HOLDING OVER


Unless Landlord expressly consents in writing to Tenant's holding over, Tenant
shall be unlawfully and illegally in possession of the Premises, whether or not
Landlord accepts any rent from Tenant or any other person while Tenant remains
in possession of the Premises without Landlord's written consent. If Tenant
shall retain possession of the Premises or any portion thereof without
Landlord's consent following the expiration of this Lease or sooner termination
for any reason, then Tenant shall pay to Landlord for each day of such retention
the amount-greater of one-hundred and fifty percent (150.0%) of the amount of
the daily rental as of the last month prior to the date of expiration or earlier
termination or one-hundred and fifty percent (150.0%) of the then current market
rent for comparable space in Mountain View. Tenant shall

<PAGE>

also indemnify, defend, protect and hold Landlord harmless from any loss,
liability or cost, including consequential and incidental damages and reasonable
attorneys' fees, incurred by Landlord resulting from delay by Tenant in
surrendering the Premises, including, without limitation, any claims made by the
succeeding tenant founded on such delay. Acceptance of Rent by Landlord
following expiration or earlier termination of this Lease, or following demand
by Landlord for possession of the Premises, shall not constitute a renewal of
this Lease, and nothing contained in this Paragraph 25 shall waive Landlord's
right of reentry or any other right.


Additionally, if upon expiration or earlier termination of this Lease, or
following demand by Landlord for possession of the Premises, Tenant has not
fulfilled its obligation with respect to repairs and cleanup of the Premises or
any other Tenant obligations as set forth in this Lease, then Landlord shall
have the right to perform any such obligations as it deems necessary at Tenant's
sole cost and expense, and any time required by Landlord to complete such
obligations shall be considered a period of holding over and the terms of this
Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any
expiration or earlier termination of this Lease.

26.  DEFAULT


A. Events of Default. The occurrence of any of the following shall constitute en
event of default on the part of Tenant:

(1) Abandonment. Abandonment or vacation of the Premises for a continuous period
in excess of five (5) days. Tenant waives any right to notice Tenant may have
under Section 1951.3 of the Civil Code of the State of California, the terms of
this Paragraph 26.A. being deemed such notice to Tenant as required by said
Section 1951.3.

(2) Nonpayment of Rent. Failure to pay any installment of Rent or any other
amount due and payable hereunder within three (3) days of the date when said
payment is due, as to which time is of the essence.

(3) Other Obligations. Failure to perform any obligation, agreement or covenant
under this Lease other than those matters specified in subparagraphs (1) and (2)
of this Paragraph 26.A., and in Paragraphs 8, 16, 18 and 25, such failure
continuing for thirty 30 days after written notice of such failure, as to which
time is of the essence.

(4) General Assignment. A general assignment by Tenant for the benefit of
creditors.

(5) Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or
the filing of an involuntary petition by Tenant's creditors, which involuntary
petition remains undischarged for a period of thirty (30) days. If under
applicable law, the trustee in bankruptcy or Tenant has the right to affirm this
Lease and continue to perform the obligations of Tenant hereunder, such trustee
or Tenant shall, in such time period as may be permitted by the bankruptcy court
having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the
date of the affirmance of

<PAGE>

this Lease and provide to Landlord such adequate assurances as may be necessary
to ensure Landlord of the continued performance of Tenant's obligations under
this Lease.

(6) Receivership. The employment of a receiver to take possession of
substantially all of Tenant's assets or the Premises, if such appointment
remains undismissed or undischarged for a period of fifteen (15) days after the
order therefor.

(7) Attachment. The attachment, execution or other judicial seizure of all or
substantially all of Tenant's assets or Tenant's leasehold of the Premises, if
such attachment or other seizure remains undismissed or undischarged for a
period of fifteen (15) days after the levy thereof.


(8) Insolvency. The admission by Tenant in writing of its inability to pay its
debts as they become due.

B. Remedies Upon Default.


(1) Termination. In the event of the occurrence of any event of default,
Landlord shall have the right to give a written termination notice to Tenant,
and on the date specified in such notice, Tenant's right to possession shall
terminate, and this Lease shall terminate, unless on or before such date all
Rent in arrears and all costs and expenses incurred by or on behalf of Landlord
hereunder shall have been paid by Tenant and all other events of default of this
Lease by Tenant at the time existing shall have been fully remedied to the
satisfaction of Landlord. At any time after such termination, Landlord may
recover possession of the Premises or any part thereof and expel and remove
therefrom Tenant and any other person occupying the same, including any
subtenant or subtenants notwithstanding Landlord's consent to any sublease, by
any lawful means, and again repossess and enjoy the Premises without prejudice
to any of the remedies that Landlord may have under this Lease, or at law or
equity by any reason of Tenant's default or of such termination. Landlord hereby
reserves the right, but shall not have the obligation, to recognize the
continued possession of any subtenant. The delivery or surrender to Landlord by
or on behalf of Tenant of keys, entry codes, or other means to bypass security
at the Premises shall not terminate this Lease.

(2) Continuation After Default. Even though an event of default may have
occurred, this Lease shall continue in effect for so long as Landlord does not
terminate Tenant's right to possession under Paragraph 26.B.(1) hereof. Landlord
shall have the remedy described in California Civil Code Section 1951.4
("Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due,' if Tenant has the right to
sublet or assign, subject only to reasonable limitations"), or any successor
code section. Accordingly, if Landlord does not elect to terminate this Lease on
account of any event of default by Tenant, Landlord may enforce all of
Landlord's rights and remedies under this Lease, including the right to recover
Rent as it becomes due. Acts of maintenance, preservation or efforts to lease
the Premises or the appointment of a receiver under application of Landlord to
protect Landlord's interest under this Lease or other entry by Landlord upon the
Premises shall not constitute an election to terminate Tenant's right to
possession.

<PAGE>

(3) Increased Security Deposit. If Tenant is in default under Paragraph 26.A.(2)
hereof and such default remains uncured for ten (10) days after such occurrence
or such default occurs more than three times in any twelve (12) month period,
Landlord may require that Tenant increase the Security Deposit to the amount of
three times the current month's Rent at the time of the most recent default.

C. Damages After Default. Should Landlord terminate this lease pursuant to the
provisions of Paragraph 26.B.(I) hereof, Landlord shall have the rights and
remedies of a Landlord provided by Section 1951.2 of the Civil Code of the State
of California, or any successor code sections. Upon such termination, in
addition to any other rights and remedies to which Landlord may be entitled
under applicable law or at equity, Landlord shall be entitled to recover from
Tenant: (1) the worth at the time of award of the unpaid Rent and other amounts
which had been earned at the time of termination, (2) the worth at the time of
award of the amount by which the unpaid Rent and other amounts that would have
been earned after the date of termination until the time of award exceeds the
amount of such Rent loss that Tenant proves could have been reasonably avoided;
(3) the worth at the time of award of the amount by which the unpaid Rent and
other amounts for the balance of the Term after the time of award exceeds the
amount of such Rent loss that the Tenant proves could be reasonably avoided; and
(4) any other amount and court costs necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease or which, in the ordinary course of things, would be likely to
result therefrom. The "worth at the time of award" as used in (1) and (2) above
shall be computed at the Applicable Interest Rate (defined below). The "worth at
the time of award" as used in (3) above shall be computed by discounting such
amount at the Federal Discount Rate of the Federal Reserve Bank of San Francisco
at the time of award plus one percent (1%). If this Lease provides for any
periods during the Term during which Tenant is not required to pay Base Rent or
if Tenant otherwise receives a Rent concession, then upon the occurrence of en
event of default, Tenant shall owe to Landlord the full amount of such Base Rant
or value of such Rent concession, plus interest at the Applicable Interest Rate,
calculated from the date that such Base Rent or Rent concession would have been
payable.

D. Late Charge. In addition to its other remedies, Landlord shall have the right
without notice or demand to add to the amount of any payment required to be made
by Tenant hereunder, and which is not paid and received by Landlord on or before
the first day of each calendar month, an amount equal to five percent (5%) of
the delinquent amount or $150.00 whichever amount is greater, for each month or
portion thereof that the delinquency remains outstanding to compensate Landlord
for the loss of the use of the amount not paid and the administrative costs
caused by the delinquency, the parties agreeing that Landlord's damage by virtue
of such delinquencies would be extremely difficult and impracticable to compute
and the amount stated herein represents a reasonable estimate thereof. Any
waiver by Landlord of any late charges or failure to claim the same shall not
constitute a waiver of other late charges or any other remedies available to
Landlord.

E. Interest. Interest shall accrue on all sums not paid when due hereunder at
the lesser of eighteen percent (18%) per annum or the maximum interest rate
allowed by law ("Applicable Interest Rate") from the due date until paid.

<PAGE>

F. Remedies Cumulative. All of Landlord's rights, privileges and elections or
remedies are cumulative and not alternative, to the extent permitted by law and
except as otherwise provided herein.

G. Replacement of Statutory Notice Requirements. When-this Lease requires
service of a notice that notice shall replace rather than supplement any
equivalent or similar statutory notice, including any notice required by
California Code of Civil Procedure Section 1161 or any similar or successor
statute. When a statute requires service of a notice in a particular manner,
service of that notice (or a similar notice required by this Lease) in the
manner required by this Paragraph 26 shall replace and satisfy the statutory
service-of-notice procedures, including those required by California Code of
Civil Procedure Section 1162 or any similar or successor statute.


27.  LIENS


Tenant shall at all times keep the Premises and the Project free from liens
wising out of or related to work or services performed, materials or supplies
furnished or obligations incurred by or on behalf of Tenant or in connection
with work made, suffered or done by or on behalf of Tenant in or on the Premises
or Project. If Tenant shall not, within ten (10) days following the imposition
of any such lien, cause the same to be released of record by payment or posting
of a proper bond, Landlord shall have, in addition to all other remedies
provided herein and by law, the right, but not the obligation, to cause the same
to be released by such means as Landlord shall deem proper, including payment of
the claim giving rise to such lien. All sums paid by Landlord on behalf of
Tenant and all expenses incurred by Landlord in connection therefor shall be
payable to Landlord by Tenant on demand with interest at the Applicable Interest
Rate as Additional Rent. Landlord shall have the right at all times to post and
keep posted on the Premises any notices permitted or required by law, or which
Landlord shall deem proper, for the protection of Landlord, the Premises, the
Project and any other party having an interest therein, from mechanics' and
materialmen's liens, and Tenant shall give Landlord not less than ten (10)
business days prior written notice of the commencement of any work in the
Premises or Project which could lawfully give rise to a claim for mechanics' or
materialmen's liens to permit Landlord to post and record a timely notice of
non-responsibility, as Landlord may elect to proceed or as the law may from time
to time provide, for which purpose, if Landlord shall so determine, Landlord may
enter the Premises. Tenant shall not remove any such notice posted by Landlord
without Landlord's consent, and in any event not before completion of the work
which could lawfully give rise to a claim for mechanics' or materialmen's liens.



In the event of a sale or conveyance by Landlord of the Building or a
foreclosure by any creditor of Landlord, the same shall operate to release
Landlord from any liability upon any of the covenants or conditions, express or
implied, herein contained in favor of Tenant, to the extent required to be
performed after the passing of title to Landlord's successor-in-interest. In
such event, Tenant agrees to look solely to the responsibility of the
successor-in-interest of Landlord

<PAGE>

under this Lease with respect to the performance of the covenants and duties of
"Landlord" to be performed after the passing of title to Landlord's
successor-in-interest. This Lease shall not be affected by any such sale and
Tenant agrees to attorn to the purchaser or assignee. Landlord's
successor(s)-in-interest shall not have liability to Tenant with respect to the
failure to perform any of the obligations of "Landlord," to the extent required
to be performed prior to the date such successor(s)-in-interest became the owner
of the Building.


All covenants and agreements to be performed by Tenant under any of the terms of
this Lease shall be performed by Tenant at Tenant's sole cost and expense and
without any abatement of Rent. If Tenant shall fail to pay any sum of money,
other than Base Rent, required to be paid by Tenant hereunder or shall fail to
perform any other act on Tenant's part to be performed hereunder, including
Tenant's obligations under Paragraph 11 hereof, and such failure shall continue
for fifteen (15) days after notice thereof by Landlord, in addition to the other
rights and remedies of Landlord, Landlord may make any such payment and perform
any such act on Tenant's part. In the case of an emergency, no prior
notification by Landlord shall be required. Landlord may take such actions
without any obligation and without releasing Tenant from any of Tenant's
obligations. All sums so paid by Landlord and all incidental costs incurred by
Landlord and interest thereon at the Applicable Interest Rate, from the date of
payment by Landlord, shall be paid to Landlord on demand as Additional Rent.

31.  WAIVER


If either Landlord or Tenant waives the performance of any term, covenant or
condition contained in this Lease, such waiver shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant or
condition contained herein, or constitute a course of dealing contrary to the
expressed terms of this Lease. The acceptance of Rent by Landlord shall not
constitute a waiver of any preceding breach by Tenant of any term, covenant or
condition of this Lease, regardless of Landlord's knowledge of such preceding
breach at the time Landlord accepted such Rent. Failure by Landlord to enforce
any of the terms, covenants or conditions of this Lease for any length of time
shall not be deemed to waive or decrease the right of Landlord to insist
thereafter upon strict performance by Tenant. Waiver by Landlord of any term,
covenant or condition contained in this Lease may only be made by a written
document signed by Landlord, based upon full knowledge of the circumstances.

32.  NOTICES


Each provision of this Lease or of any applicable governmental laws, ordinances,
regulations and other requirements with reference to sending, mailing, or
delivery of any notice or the making of any payment by Landlord or Tenant to the
other shall be deemed to be complied with when and if the following steps are
taken:

A. Rent. All Rent and other payments required to be made by Tenant to Landlord
hereunder shall be payable to Landlord at Landlord's Remittance Address set
forth in the Basic Lease

<PAGE>

Information, or at such other address as Landlord may specify from time to time
by written notice delivered in accordance herewith. Tenant's obligation to pay
Rent and any other amounts to Landlord under the terms of this Lease shall not
be deemed satisfied until such Rent and other amounts have been actually
received by Landlord.

B. Other. All notices, demands, consents and approvals which may or are required
to be given by either party to the other hereunder shall be in writing and
either personally delivered, sent by commercial overnight courier, mailed,
certified or registered, postage prepaid or sent by facsimile with confirmed
receipt (and with an original sent by commercial overnight courier), and in each
case addressed to the party to be notified at the Notice Address for such party
as specified in the Basic Lease Information or to such other place as the party
to be notified may from time to time designate by at least fifteen (15) days
notice to the notifying party. Notices shall be deemed served upon receipt or
refusal to accept delivery. Tenant appoints as its agent to receive the service
of all default notices and notice of commencement of unlawful detainer
proceedings the person in charge of or apparently in charge of occupying the
Premises at the time, and, if there is no such person, then such service may be
made by attaching the same on the main entrance of the Premises.

C. Required Notices. Tenant shall immediately notify Landlord in writing of any
notice of a violation or a potential or alleged violation of any Regulation that
relates to the Premises or the Project, or of any inquiry, investigation,
enforcement or other action that is instituted or threatened by any governmental
or regulatory agency against Tenant or any other occupant of the Premises, or
any claim that is instituted or threatened by any third party that relates to
the Premises or the Project.


If Landlord places the enforcement of this Lease, or any part thereof, or the
collection of any Rent due, or to become due hereunder, or recovery of
possession of the Premises in the hands of en attorney, Tenant shall pay to
Landlord, upon demand, Landlord's reasonable attorneys' fees and court costs,
whether incurred at trial, appeal or review. 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 reasonable
attorneys' fees, to be fixed by the court, and said costs and attorneys' fees
shall be a part of the judgment in said action.


This Lease shall be binding upon and inure to the benefit of Landlord, its
successors and assigns, and shall be binding upon and inure to the benefit of
Tenant, its successors, and to the extent assignment is approved by Landlord as
provided hereunder, Tenant's assigns,

35.  FORCE MAJEURE


If performance by a party of any portion of this Lease is made impossible by any
prevention, delay, or stoppage caused by strikes, lockouts, labor disputes, acts
of God, inability to obtain services, labor, or materials or reasonable
substitutes for those items, government actions, civil commotions, fire or other
casualty, or other causes beyond the reasonable control of the party

<PAGE>

obligated to perform, performance by that party for a period equal to the period
of that prevention, delay, or stoppage is excused. Tenant's obligation to pay
Rent, however, is not excused by this Paragraph 35.


Tenant shall, upon expiration or sooner termination of this Lease, surrender the
Premises to Landlord in the same condition as existed on the date Tenant
originally took possession thereof, except for normal wear and tear including,
but not limited to, all interior walls cleaned, all interior painted surfaces
repainted in the original color, all holes in walls repaired, all carpets
shampooed and cleaned, all HVAC equipment in operating order and in good repair;
and all floors cleaned, waxed, and free of any Tenant-introduced marking or
painting, all to the reasonable satisfaction of Landlord. Tenant short remove
all of its debris from the Project. At or before the time of surrender, Tenant
shall comply with the terms of Paragraph 12.A, hereof with respect to
Alterations to the Premises and all other matters addressed in such Paragraph.
If the Premises are not so surrendered at the expiration or sooner termination
of this Lease, the provisions of Paragraph 23 hereof shall apply. All keys to
the Premises or any part thereof shall be surrendered to Landlord upon
expiration or sooner termination of the Term. Tenant shall give written notice
to Landlord at least thirty (30) days prior to vacating the Premises and shall
meet with Landlord for a joint inspection of the Premises at the time of
vacating, but nothing contained herein shall be construed as an extension of the
Term or as a consent by Landlord to any holding over by Tenant. In the event of
Tenant's failure to give such notice or participate in such joint inspection,
Landlord's inspection at or after Tenant's vacating the Premises shall
conclusively be deemed correct for purposes of determining Tenant's
responsibility for repairs and restoration. Any delay caused by Tenant's failure
to carry out its obligations under this Paragraph 36 beyond the term hereof,
shall constitute unlawful and illegal possession of Premises under Paragraph 23
hereof.

A. General Restrictions. 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 Premises or Project, or (b)
not use, stare, generate, treat, discharge, disperse, handle, manufacture,
transport or dispose of (collectively, "Handle") any hazardous Materials (other
than incidental amounts of customary cleaning and office supplies) in or about
the Premises or Project without the prior written consent of Landlord, which
consent Landlord may withhold in its sole and, absolute discretion ("Hazardous
Materials Consent Requirements"). "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) petroleum or petroleum derivative,
(iii) a flammable. explosive, (iv) a radioactive material or waste, (v) a
polychlorinated biphenyl, (vi) asbestos or asbestos containing material, (vii)
infectious waste, or (viii) a carcinogen.

<PAGE>

B. Required Disclosures. Prior to Tenant (end at least five (5) days prior to
any assignee or any subtenant of Tenant) taking possession of any part of the
Premises, and on each anniversary of the Term Commencement Date (each such date
is hereinafter referred to as a "Disclosure Date"), until and including the
first Disclosure Date occurring after the expiration or sooner termination of
this Lease, Tenant shall disclose to Landlord in writing the names and amounts
of all Hazardous Materials, or any combination thereof, which were Handled on,
in, under or about the Premises or Project for the twelve (12) month period
prior to such Disclosure Date, or which Tenant intends to Handle on, under or
about the Premises during the twelve (l2) month period following the Disclosure
Date by executing and delivering to Landlord a "Hazardous Materials
Questionnaire", in the form attached hereto as Exhibit D (as updated and
modified by Landlord, from time to time). Tenant's disclosure obligations under
this Paragraph 37.B shall include a requirement that, to the extent any
information contained in a Hazardous Materials Questionnaire previously
delivered by Tenant shall become inaccurate in any material respect, Tenant
shall immediately deliver to Landlord a new updated Hazardous Materials
Questionnaire.


C. Additional Obligations. If any Hazardous Materials shall be released into the
environment comprising or surrounding the Project in connection with the acts,
omissions or operations of Tenant or any Tenant Party, Tenant shall at its sole
expense promptly prepare a remediation plan therefor consistent with applicable
Regulations and recommended industry practices (and approved by Landlord and all
governmental agencies having jurisdiction) to fully remediate such release, and
thereafter shall prosecute the remediation plan so approved to completion with
all reasonable diligence and to the satisfaction of Landlord and applicable
governmental agencies. If any hazardous Materials are Handled in, under, on or
about the Premises during the Term, or if Landlord determines in good faith that
any release of any Hazardous Materiel or violation of Hazardous Materials
Regulations may have occurred in, on, under or about the Premises during the
Term, Landlord may require Tenant to at Tenant's sole expense, (i) retain a
qualified environmental consultant reasonably satisfactory to Landlord to
conduct a reasonable investigation (an "Environmental Assessment") of a nature
and scope reasonably approved in writing in advance by Landlord with respect to
the existence of any Hazardous Materials in, on, under or about the Premises and
providing a review of all Hazardous Materials activities of Tenant and the
Tenant Parties, and (ii) provide to Landlord a reasonably detailed, written
report, prepared in accordance with the institutional real estate standards, of
the Environmental Assessment.

D. Indemnity. Tenant shall indemnify, defend (by counsel reasonably acceptable
to Landlord), protect and hold Landlord harmless from and against any and all
claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or
expenses (including attorneys' and consultants' fees and court costs), demands,
causes of action, or judgments directly or indirectly arising out of or related
to the use, generation, storage, release, or disposal of Hazardous Materials by
Tenant or any of Tenant's Parties in, on, under or about the Premises, the
Building or the Project or surrounding land or environment, which indemnity
shall include, without limitation, damages for personal or bodily injury,
property damage, damage to the environment or natural resources occurring on or
off the Premises, losses attributable to diminution in value or adverse effects
on marketability, the cost of any investigation, monitoring, government
oversight, repair, removal, remediation, restoration, abatement, and disposal,
and the preparation of any closure or other

<PAGE>

required plans, whether such action is required or necessary prior to or
following the expiration or earlier termination of this Lease. Neither the
consent by Landlord to the use, generation, storage, release or disposal of
Hazardous Materials nor the strict compliance by Tenant with all laws pertaining
to Hazardous Materials shall excuse Tenant from Tenant's obligation of
indemnification pursuant to this Paragraph 37.D. Tenant's obligations pursuant
to the foregoing indemnity shall survive the expiration or earlier termination
of this Lease.


A. General. The term "Tenant" or any pronoun used in place thereof shall
indicate and include the masculine or feminine, the singular or plural number,
individuals, firms or corporations, and their respective successors, executors,
administrators and permitted assigns, according to the context hereof.

B. Time. Time is of the essence regarding this Lease and all of its provisions.


C. Choice of Law. This Lease shall in all respects be governed by the laws of
the State of California.

D. Entire Agreement. This Lease, together with its Exhibits, addenda and
attachments and the Basic Lease Information, contains all the agreements of the
parties hereto and supersedes any previous negotiations. There have been no
representations made by the Landlord or understandings made between the parties
other then those set forth in this Lease and its Exhibits, addenda and
attachments and the Basic Lease Information.

E. Modification. This Lease may not be modified except by a written instrument
signed by the parties hereto. Tenant accepts the area of the Premises as
specified in the Basic Lease Information as the approximate area of the Premises
for all purposes under this Lease, and acknowledges and agrees that no other
definition of the area (rentable, usable or otherwise) of the Premises shall
apply. Tenant shall in no event be entitled to a recalculation of the square
footage of the Premises, rentable, usable or otherwise, and no recalculation, if
made, irrespective of its purpose, shall reduce Tenant's obligations under this
Lease in any manner, including without limitation the amount of Base Rent
payable by Tenant or Tenant's Proportionate Share of the Building and of the
Project.

F. Severability. If, for any reason whatsoever, any of the provisions hereof
shall be unenforceable or ineffective, all of the other provisions shall be and
remain in full force and effect:

G. Recordation. Tenant shall not record this Lease or a short form memorandum
hereof.


H. Examination of 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.

<PAGE>

I. Accord and Satisfaction. No payment by Tenant of a lesser amount than the
total Rent due nor any endorsement on any check or letter accompanying any check
or payment of Rent shall be deemed an accord and satisfaction of full payment of
Rent, and Landlord may accept such payment without prejudice to Landlord's right
to recover the balance of such Rent or to pursue other remedies. All offers by
or on behalf of Tenant of accord and satisfaction are hereby rejected in
advance.

J. Easements. Landlord may grant easements on the Project and dedicate for
public use portions of the Project without Tenant's consent; provided that no
such grantor dedication shall materially interfere with Tenant's Permitted Use
of the Premises. Upon Landlord's request, Tenant shall execute, acknowledge and
deliver to Landlord documents, instruments, maps and plats necessary to
effectuate Tenant's covenants hereunder.

K. Drafting and Determination Presumption. The parties acknowledge that this
Lease has been agreed to by both the parties, that both Landlord and Tenant have
consulted with attorneys with respect to the terms of this Lease and that no
presumption shall be created against Landlord because Landlord drafted this
Lease. Except as otherwise specifically set forth in this Lease, with respect to
any consent, determination or estimation of Landlord required or allowed in this
Lease or requested of Landlord, Landlord's consent, determination or estimation
shall be given or made solely by Landlord in Landlord's good faith opinion,
whether or not objectively reasonable. If Landlord fails to respond to any
request for its consent within the time period, if any, specified in this Lease,
Landlord shall be deemed to have disapproved such request.

L. Exhibits. The Basic Lease Information, and the Exhibits, addenda and
attachments attached hereto are hereby incorporated herein by this reference and
made a part of this Lease as though fully set forth herein.

M. No Light, Air or View Easement. Any diminution or shutting off of light, air
or view by any structure which may be erected on lands adjacent to or in the
vicinity of the Building shall in no way affect this Lease or impose any
liability on Landlord.

N. No Third Party Benefit. This Lease is a contract between Landlord and Tenant
and nothing herein is intended to create any third party benefit.

O. Quiet Enjoyment. Upon payment by Tenant of the Rent, and upon the observance
and performance of all of the other covenants terms and conditions on Tenant's
part to be observed and performed, Tenant shall peaceably and quietly hold and
enjoy the Premises for the term hereby demised without hindrance or interruption
by Landlord or any other person or persons lawfully or equitably claiming by,
through or under Landlord, subject, nevertheless, to all of the other terms and
conditions of this Lease. Landlord shall not be liable for any hindrance,
interruption, interference or disturbance by other tenants or third persons, nor
shall Tenant be released from any obligations under this Lease because of such
hindrance, interruption, interference or disturbance.

P. Counterparts. This Lease may be executed in any number of

<PAGE>

counterparts, each of which shall be deemed an original.

Q. Multiple Parties. If more than one person or entity is named herein as
Tenant, such multiple parties shall have joint and several responsibility to
comply with the terms of this Lease.

R. Prorations. 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. As used
herein, the term "fiscal year" shall mean the calendar year or such other fiscal
year as Landlord may deem appropriate.


A. Addendum 1: Paragraph 6 Base Rent. Base Rent net of Estimated Operating
Expenses Per Paragraph 7 of this Lease, for the Premises at 385 Ravendale Drive
in Mountain View, California shall be as follows:

Months 1-12: Base Rent shall be $176,030.00 per month. In addition to Base Rent
Tenant shall also pay Tenant's proportionate share of Estimated Operative
Expenses as set forth in Paragraph 7 of the Lease Agreement. Operative Expenses
are initially estimated to be $13,681.00 per month. Operating Expenses are
estimated a year in advance and collected on a monthly basis. Any adjustments
(up or down) will be made at the end of the calendar year.

Months 13-24: Base Rent shall be $183.071.00 per month. In addition to Base
Rent, Tenant shall also pay Tenant's proportionate share of Estimated Operative
Expenses as set forth in Paragraph 7 of the Lease Agreement.

Months 25-36: Base Rent shall be $190,394.00 per month. In addition to Base
Rent, Tenant shall also pay Tenant's proportionate share of Estimated Operative
Expenses as set forth in Paragraph 7 of the Lease Agreement.

Months 37-08: Base Rent shall be $198,010.00 per month. In addition to Base
Rent, Tenant shall also Pay Tenant's proportionate share of Estimated Operative
Expenses as set forth in Paragraph 7 of the Lease Agreement.

Months 49-60: Base Rent shall be $205,930.00 per month. In addition to Base
Rent, Tenant shall also pay Tenant's proportionate share of Estimated Operative
Expenses as set forth in Paragraph 7 of the Lease Agreement.

Months 61-72: Base Rent shall be $214,167.00 per month. In addition to Base
Rent, Tenant shall also pay Tenant's proportionate share of Estimated Operative
Expenses as set forth in Paragraph 7 of the Lease Agreement.

Months 73-84: Base Rent shall be $222,734.00 per month. In addition to Base
Rent, Tenant shall also pay Tenant's proportionate share of Estimated Operative
Expenses as set forth in Paragraph 7 of the Lease Agreement.

<PAGE>

B. Letter of Credit

(1) Delivery of Letter of Credit. In lieu of depositing a cash security deposit
with Landlord. Tenant shall, on execution of this Lease deliver to Landlord and
cause to be in effect during the Lease Term an unconditional irrevocable letter
of credit ("LOC") in the amount specified for the Security Deposit in the Basic
Lease Information, as it may be increased as provided in this Lease (the "LOC
Amount") for an initial term of one (1) year end thereafter shall renew
automatically from year to year through 30 days beyond the expiration date of
this Lease or any extension thereto. The LOC shall be in a form acceptable to
Landlord and shall be issued by an LOC bank selected by Tenant and acceptable to
Landlord An LOC bank is a bank that accepts deposits, maintains accounts has a
local office that will negotiate a letter of credit and the deposits of which
are insured by the Federal Deposit Insurance Corporation Tenant shall pay all
expenses points, or fees incurred by Tenant in obtaining the LOC. The LOC shall
not be mortgaged, assigned or encumbered in any manner whatsoever Tenant without
the prior written consent of Landlord. Tenant acknowledges that Landlord has the
right to transfer or mortgage Its Interest in the Protect, the Building and in
this Lease and Tenant agrees that in the event of any such transfer or mortgage,
Landlord shall have the right to transfer or assign the LOC and/or the LOC
Security Deposit (as defined below) to the transferee or mortgagee and in the
event of such transfer Tenant shall look solely to such transferee or mortgagee
for the return of the LOC and/or the LOC Security Deposit. Tenant shall, within
ten (10) business days of request by Landlord execute such further instruments
or assurances as Landlord may reasonably deem necessary to evidence or confirm
Landlord's transfer or assignment of the LOC Security Deposit and/or the LOC to
such transferee or mortgagee.

(2) Replacement of Letter of Credit. Tenant may, from time to time, replace any
existing LOC with a new LOC if the new LOC (a) becomes effective at least thirty
(30) days before expiration of the LOC that it replaces is in the required LOC
amounts (c) is issued by an LOC bank acceptable to Landlord; and (d) otherwise
compiles with the requirements of this Paragraph 39 B. Tenant agrees that
Silicon Valley Bank is not an acceptable LOC bank. Notwithstanding the foregoing
sentence concurrent with the execution of this Lease Landlord will accept an LOC
from Silicon Valley Bank, which LOC must comply in all respects with the terms
and conditions of this Paragraph 39.B under the expressed condition that Tenant
shall use its best efforts to replace the LOC by a new LOC from an LOC bank
acceptable to Landlord as soon as possible but in no event later than July 31,
2001. Failure to deliver the replacement LOC prior to July 31, 2001 shall
constitute a default of the Lease without the benefit of any notice or cure
period, notwithstanding anything to the contrary contained in this Lease.

(3) Landlord's Right to Draw on Letter of Credit. The LOC shall be held by
Landlord as security for the faithful performance by Tenant of all the terms,
covenants, and conditions of this Lease to be kept and performed by Tenant
during the Lease Term. The LOC shall not be mortgaged, assigned or encumbered in
any manner whatsoever by Tenant without the prior written consent of Landlord
If, after notice and failure to cure within any applicable period provided in
this Lease. Tenant defaults on any provision of this Lease. Landlord may,
without prejudice to all or any other remedy it has, draw on that portion of the
LOC necessary to (a) pay Rent or other sum in default: (b) pay or reimburse
Landlord for any amount that Landlord may spend or become

<PAGE>

obligated to spend in exercising Landlord's rights under Paragraph 30 (Right of
Landlord to Perform Tenant's Covenant): and/or (c) compensate Landlord for any
expense, loss, or damage that Landlord may suffer because of Tenant's default.
The use, application or retention of the LOC, or any portion thereof, by
Landlord shall not prevent Landlord from exercising any other right or remedy
provided by this Lease or by law, it being intended that Landlord shall not
first be required to proceed against the LOC and shall not operate as a
limitation on any recovery to which Landlord may otherwise be entitled. If
Tenant falls to renew or replace the LOC at least thirty (30) days before its
expiration. Landlord may, without prejudice to any other remedy it has, draw on
the entire amount of the LOC.

(4) LOC Security Deposit. Any amount of the LOC that is drawn on by Landlord but
not applied by Landlord shall be held by Landlord as a security deposit (the
"LOC Security Deposit") in accordance with Paragraph 19 of this Lease.

(5) Restoration of Letter of Credit and LOC Security Deposit. If Landlord draws
on any portion of the LOC and/or applies all or any portion o such draw. Tenant
shall, within ten (10) business days after demand by Landlord, either (a)
deposit cash with Landlord in an amount that, when added to the amount remaining
under the LOC and the amount of any LOC Security Deposit, shall equal the LOC
Amount then required under this Paragraph 39.B: or (b) reinstate the LOC to the
full LOC Amount, and Tenant's failure to do so shall be a default under this
Lease

(6) Reduction of Letter of Credit. The LOC Amount may be reduced at the times
and to the corresponding amounts specified in this Paragraph 39.B(6) if each of
the following conditions is satisfied to Landlord's satisfaction in each case:
(i) Tenant is not and has not been in material default under the terms of this
Lease beyond any applicable cure period. (ii) Tenant provides to Landlord ten
(10) days prior written notice of any such reduction; (iii) the LOC provides
that the issuing bank shall notify Landlord in writing at least five (5)
business days prior to any such reduction, and (iv) each of the conditions
precedent described in clauses 1. through 6., inclusive, is satisfied to
Landlord's satisfaction.

At any time after the end of the forty-eighth (48) month following the Term
Commencement Date, the LOC Amount may be reduced to an amount equal to One
million six hundred fifty thousand and No/100 Dollars ($1,650,000) if the
following conditions precedent are satisfied to Landlord's satisfaction: (i)
Tenant has a tangible net worth in excess of Two Hundred twenty million and
No/100 Dollars ($200,000,000), which amount shall be determined by Landlord to
its satisfaction prior to any reduction in the LOC Amount, and in connection
with such determination. "Tangible net worth" shall mean assets less intangible
assets and total liabilities, with intangible assets including nonmaterial
benefits such as goodwill, patents, copyrights, and trademarks. Tenant shall
deliver to Landlord for review Tenant's financial statements prepared in
accordance with generally accepted accounting principles and audited by a
nationally recognized public accounting firm acceptable to Landlord and any
other financial information requested by Landlord ("Tenant's Financial
Information"): and (ii) Tenant's Financial Information reflects four (4)
consecutive calendar quarters of profitability, as determined by Landlord during
the time period immediately preceding Tenant's request for reduction in the LOC
Amount.

<PAGE>

At any time after the end of the sixtieth (60th) month following the Term
Commencement Date, the LOC Amount may be reduced to an amount equal to One
million two hundred thousand and No/100 Dollars ($1,200,000) if the following
conditions precedent are satisfied to Landlord's satisfaction: (i) Tenant has a
tangible net worth in excess of Two Hundred million and No/100 Dollars
($200,000,000) as reflected in Tenant's Financial Information, which amount
shall be determined by Landlord to its satisfaction prior to any reduction in
the LOC Amount: and (ii) Tenant's Financial Information reflects four (4)
consecutive calendar quarters of Profitability, as determined by Landlord during
the time period immediately preceding Tenant's request for reduction in the LOC
Amount.

At any time after the end of the Seventy second ("72") month following the Term
Commencement Date the LOC Amount may be reduced to an amount equal to Seven
Hundred Fifty thousand and No/100 Dollars ($750 000) if the following conditions
precedent are satisfied to Landlord's satisfaction: (i) Tenant has a tangible
net worth in excess of Two Hundred million and No/100 Dollars ($200,000,000) as
reflected in Tenant's Financial Information which amount shall be determined by
Landlord to its satisfaction prior to any reduction in the LOC Amount; and (ii)
Tenant's Financial Information reflects four (4) consecutive calendar quarters
of profitability, as determined by Landlord, during the time period immediately
preceding Tenant's request for reduction in the LOC Amount.

In the event that any of the above described reductions to the LOC Is made and,
subsequently Tenant fails to meet the corresponding profitability and Tangible
Net Worth condition precedent far a period of thirty (30) days following
delivery by Landlord of written notice of any such failure Tenant shall within
forty-eight (48) hours, increase the face amount of the LOC to an amount equal
to the original LOC Amount if Tenant fails to increase the LOC Amount as
provided above, such failure shall constitute a default hereunder (which default
shall not be subject to any cure rights afforded anywhere in this Lease) and
Landlord shall be entitled to draw on the LOC for the full LOC Amount and hold
such LOC Amount as a Security Deposit in accordance with the terms of this
Lease.

C. Early Occupancy. Upon full execution of this Lease, Tenant shall have the
right to occupy the Premises on July 1, 2000, for purposes of installing
cabling, fixtures and furniture, with all terms and conditions of this Lease in
full force and effect except that Tenant shall not be required to pay Rent for
the period July 1. 2000 through July 14. 2000.

EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL
REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A JURY, TRIAL, HEREBY WAIVES TRIAL BY
JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH
THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE
COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY

<PAGE>

CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE
OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE
ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE, WHETHER ANY
OF THE FOREGOING IS BASED ON THIS LEASE OR ON TORT LAW. EACH PARTY REPRESENTS
THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THE
EFFECT OF THIS PARAGRAPH 40. THE PROVISIONS OF THIS PARAGRAPH 40 SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and the year first above written.

LANDLORD:                                            TENANT:
Spieker Properties, L.P.,                            Interwoven, Inc.
a California limited partnership                     a Delaware corporation


By:   Spieker Properties, Inc.                       By: /s/ David M. Allen
      a Maryland corporation                         ___________________________
      its General Partner                            David Allen
                                                     Its: Vice President & CFO
By:   /s/ Eric T. Luhrs                              5/4/00
      __________________________
      Eric T. Luhrs
      Vice President
      5/4/00



EXHIBIT A Industrial Lease Rules and Regulations

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 Protect 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 be upon the roof of any
Building except as authorized by Landlord.

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

<PAGE>

Protect 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 or 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 et 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 6e 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
windowsills 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. Each tenant shall be responsible for all persons for whom it allows to enter
the Building or the Protect 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 Protect 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 Protect during the contingence of that event by any means it
considers appropriate far the safety of tenants and protection of the Building,
property in the Building and the Protect.

6. 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

<PAGE>

such lack. 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.

7. The restrooms, toilets, urinals, wash bowls and other apparatus shall not be
used or 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.

8. 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
except in strict accordance with the terms of the Lease.

9. 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.

10. 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, 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 extent as
authorized by Landlord.

11. 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.

12. 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 bugler alarms, telephones call boxes and other office equipment
affixed to the Premises shall be subject to the prior written approval of
Landlord.

13. 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 Protect or
elsewhere.

<PAGE>

14. 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 Port thereof.
Tenant shall not lay linoleum tile carpet pr another 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.

15. 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.

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 decree 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.

16. Each tenant shall store all its trash and garbage within the interior of the
Premises or as otherwise directed by Landlord from time to time 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.

17. Canvassing, soliciting, distribution of handbills or any other written
material and peddling in the Building and the Protect 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 Protect,
without the written consent of Landlord.

18. 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
Protect.

19. Landlord reserves the right to exclude or expel from the Protect 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.

20. Without the prior written consent of Landlord, Tenant shall not use the name
of the Building or the Protect or any photograph or other likeness of the
Building or the Protect 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.

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


<PAGE>

22. 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.

23. 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. No trucks,
truck tractors, trailers or fifth wheel are allowed to be parked anywhere at any
time within the Protect other than In Tenant's own truck dock well. Vehicles in
violation of the above shall be subject to tow-away, at vehicle owner's expense.
Vehicles parked on the Protect 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 or loading areas. Any tenant found parking in such designated
visitor or reserved parking areas or loading 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, detail, 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.

24. No Tenant is allowed to unload, unpack, pack or in any way manipulate any
products, materials or goods in the common areas of the Project including the
parking and driveway areas of the Project. All products, goods and materials
must be manipulated, handled, kept, and stored within the Tenant's Premises and
not in any exterior groan, including, but not limited to, exterior dock
platforms, against the exterior of the Building, parking areas and driveway
areas of the Project. Tenant also agrees to keep the exterior of the Premises
clean and free of nails, wood, pallets, packing materials, barrels' and any
other debris produced from their operation. All products, materials and goods
are to enter and exit the Premises by being loaded or unloaded through dock high
doors into trucks and or trailers, over dock high loading platforms into trucks
and or trailers or loaded or unloaded into trucks and or trailers within the
Premises through grade level door access.

25. 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.

26. 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 leave of any premises in the Protect.

27. 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.

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

<PAGE>

all such Rules and Regulations herein stated and any additional rules and
regulations which are adopted.


                                    EXHIBIT B


                                    SITE PLAN



[Graphic shows the site plan of Ravendale Drive, which includes the location of
Buidlings 1 and 2 and the parking areas.]


                                   EXHIBIT B.1


                                    SITE PLAN



[Graphic shows the site plan of Spieker Properties (385 Ravendale) which
includes the location of the lobby, labs, training room, cafe, conference room,
restrooms and offices.]


                                    EXHIBIT C
                           LEASE IMPROVEMENT AGREEMENT


                                      NONE



                                    EXHIBIT D

                        HAZARDOUS MATERIALS QUESTIONNAIRE
                        ---------------------------------

This questionnaire is designed to solicit information regarding Tenant's
proposed use, generation, treatment, storage, transfer or disposal of hazardous
or toxic materials, substances or wastes. If this Questionnaire is attached to
or provided in connection with a lease, the reference herein to any such items
shall include all items defined as "Hazardous Materials," "Hazardous
Substances," "Hazardous Wastes," "Toxic Materials," "Toxic Substances," "Toxic
Wastes," or such similar definitions contained in the lease. Please complete the
questionnaire and return it to Landlord for evaluation. If your use of materials
or substances, or generation of wastes is considered to be significant, further
information may be requested regarding your plans for

<PAGE>

hazardous and toxic materials management. Your cooperation in this matter is
appreciated. If you have any questions, do not hesitate to cell us for
assistance.


Name (Corporation, Individual, Corporate or Individual DBA, or Public Agency):
INTERWOVEN, INC.
--------------------------------------------------------------------------------

Standard Industrial Classification Code (SIC):
                                               ---------------------------------

Street Address: 119 W. Fremont Ave.
                -------------------

City, State, Zip Code: Sunnyvale, CA 94087
                       -------------------

Contact Person & Title:
                        --------------------------------------------------------

Telephone Number: (  )                      Facsimile Number:
                  ----------------------                      ------------------

Street Address: 385 Ravendale Drive
                -------------------

City, State, Zip Code: Mountain View, CA
                       -----------------

Bordering Streets:
                  --------------------------------------------------------------

Streets to which Premises has Access:
                                      ------------------------------------------

Floor Area:
            --------------------------------------------------------------------

Number of Parking Spaces:
                          ------------------------------------------------------

Date of Original Construction:
                               -------------------------------------------------

Past Uses of Premises:
                       ---------------------------------------------------------

Dates and Descriptions of Significant Additions, Alterations or Improvements:

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

Proposed Additions, Alterations or Improvements, if any:
                                                         -----------------------

Describe proposed use and operation of Premises including (i) services to be
performed, (ii) nature and types of manufacturing or assembly processes, if any,
and (iii) the materials or products to be stored at the Premises.

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

<PAGE>

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

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

Will the operation of your business at the Premises involve the use, generation,
treatment, storage, transfer or disposal of hazardous wastes or materials? Do
they now? Yes No X If the answer is "yes," or if your SIC code number is between
2000 to 4000, please complete Section V.

Does or will the operation of any facet of your business at the Premises require
any permits, licenses or plan approvals from any of the following agencies?

       U.S. Environmental Protection Agency      Yes              No X


       City or County Sanitation District        Yes              No X

       State Department of Health Services       Yes              No X

       U.S. Nuclear Regulatory Commission        Yes              No X

       Air Quality Management District           Yes              No X


       Bureau of Alcohol, Firearms and Tobacco   Yes              No X

       City or County Fire Department            Yes              No X

       Regional Water Quality Control Board      Yes              No X

       Other Governmental Agencies:              Yes              No X

         (if yes, please identify:)

If the answer to any of the above is "yes," please indicate permit or license
numbers, issuing agency and expiration date or renewal date, if applicable.

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

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

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

<PAGE>

If your answer to any of the above is "yes," please complete Sections VI and
VII.


Will any hazardous or toxic materials or substances be stored on the Premises?
Yes No X If the answer is "yes," please describe the materials or substances to
be stored, the quantities thereof and the proposed method of storage of the same
(i.e., drums, aboveground or underground storage tanks, cylinders, other), and
whether the material is a Solid (S), Liquid (L) or Gas (G):


Material    Quality to be                      Amount to be          Maximum
Substance     Stored on                         Stored on a         Period of
              Premises      Storage Method     Monthly Basis    Premises Storage

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

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

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

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

     Attach additional sheets if necessary.


Is any modification of the Premises improvements required or planned to mitigate
the release of toxic or hazardous materials substance or wastes into the
environment?

                          Yes        No X
                          ----------------

If the answer is "yes," please describe the proposed Premises modifications:

Will any hazardous waste, including recyclable waste, be generated by

     the operation of your business at the Premises? Yes   No X


If the answer is "yes," please list the hazardous waste which is expected to be
generated (or potentially will be generated) at the Premises, its hazard class
and volume/frequency of generation on a monthly basis.

<PAGE>

                                                               Maximum Period
Waste Name         Hazard Class        Volume/Month         of Premises Storage

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

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

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

Attach additional sheets if necessary.

If the answer is "yes," please also indicate if any such wastes are to be stored
within the Premises and the proposed method of storage (i.e., dorms, aboveground
or underground storage tanks, cylinders, other).

               Waste Name           Storage Method

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

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

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

Attach additional sheets if necessary.

If the answer is "yes;" please also describe the methods) of disposal for each
waste. Indicate where disposal will take place including the methods, equipment
and companies to be used to transport the waste:

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

Is any treatment or processing of hazardous wastes to be conducted at the
Premises?

Yes   No X If the answer is "yes," please describe proposed treatment/processing
methods:

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

<PAGE>

Which agencies are responsible for monitoring and evaluating compliance with
respect to the storage and disposal of hazardous materials or wastes at or from
the Premises? (Please list all agencies):

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

Have there been any agency enforcement actions regarding Tenant (or any
affiliate thereof, or any existing Tenant's (or any affiliate's) facilities, or
any past, pending or outstanding administrative orders or consent decrees with
respect to Tenant or any affiliate thereof? Yes- No-yes No X If the answer is
"yes," have there been any continuing compliance obligations imposed on Tenant
or its affiliates as a result of the decrees or orders? Yes _ No- If the answer
is "yes," please describe:

Has Tenant or any of its affiliates been the recipient of requests for
information, notice and demand letters, cleanup and abatement orders, or cease
and desist orders or other administrative inquiries? Yes No X If the answer is
"yes," please describe:

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

Are there any pending citizen lawsuits, or have any notices of violations been
provided to Tenant or its affiliates or with respect to any existing facilities
pursuant to the citizens salt provisions of any statute? Yes No X If the answer
is "yes," please describe:

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

Have there been any previous lawsuits against the company regarding
environmental concerns?

Yes     No X     If the answer is "yes," please describe how these lawsuits were
resolved:

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

Has an environmental audit ever been conducted at any of your company's existing
facilities?

Yes     No X     If the answer is "yes," please describe:

<PAGE>

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

Does your company carry environmental impairment insurance?

Yes   No X  If the answer is "yes," what is the name of the carrier and what are
the effective periods and monetary limits of such coverage?

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

Is (or will there be) any electrical transformer or other equipment containing
polychlorinated biphenyls located at the Premises? Yes   No X   If the answer is
"yes;" please specify the size, number and location (or proposed location):

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

Is (or will there be) any tank for storage of a petroleum product located at the
Premises? Yes No X If the answer is "yes," please specify capacity and contents
of tank; permits, licenses and/or approvals received or to be received therefor
and any spill prevention control or conformance plan to he taken in connection
therewith:

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

9. ONGOING ACTIVITIES (APPLICABLE TO TENANTS IN POSSESSION)

Has any hazardous material, substance or waste spilled, leaked, discharged,
leached, escaped or otherwise been released into the environment at the
Premises? Yes    No    If the answer is "yes," please describe including (i) the
date and duration of each such release, (ii) the material, substance or waste
released, (iii) the extent of the spread of such release into or onto the air,
soil and/or water, (iv) any action to clean up the release, (v) any reports or
notifications made of filed with any federal, state, or local agency, or any
quasi-governmental agency (please provide copies of such reports or
notifications) and (vi) describe any legal, administrative or other action taken
by any of the foregoing agencies or by any other person as a result of the
release:

<PAGE>

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

This Hazardous Materials Questionnaire is certified as being true and accurate
and has been completed by the party whose signature appears below on behalf of
Tenant as of the date set forth below.

         DATED:  5/4/00


                    Signature  /s/ David M. Allen

                    Print Name  David M. Allen

                    Title  VP & CFO

<PAGE>

                                   EXHIBIT F
                                   ---------

                                LETTER OF CREDIT

WELLS FARGO BANK, N.A. TRADE SERVICES DIVISION, NORTHERN CALIFORNIA 525 MARKET
STREET, 25TH FLOOR SAN FRANCISCO, CALIFORNIA 94105 Contact Phone: 1-800-798-2815
(Option No. 1)

                              IRREVOCABLE LETTER OF CREDIT


  Ariba, Inc.                            Letter of  Credit No. _________
  807 Eleventh Avenue                    Date:    June __, 2001
  Sunnyvale, CA  94089
  Attention:  Real Estate Manager


Ladies and Gentlemen:

At the request and for the account of Interwoven, Inc., whose address is 1195
West Fremont Avenue, Sunnyvale, CA 94087, we hereby establish our Irrevocable
Letter of Credit in favor of Ariba, Inc., as Beneficiary, in the amount of Eight
Million Five Hundred Thousand United States Dollars (US$8,500,000.00), available
with us at our above-specified office by payment of your draft(s) drawn on us at
sight, substantially in the form of Exhibit A (which forms an integral part of
this Irrevocable Letter of Credit) attached hereto.

Each draft must be accompanied by (1) the original of this Letter of Credit for
our endorsement on this Letter of Credit of our payment of such draft, and (2) a
document substantially as described in Paragraph I or substantially as described
in Paragraph II:

I.   A statement signed by an officer of Beneficiary stating:

"I am an authorized officer of Ariba, Inc. Interwoven, Inc., as the Subtenant,
and Ariba, Inc., as the Sublandlord, are parties to that certain Sublease dated
June ___, 2001, with respect to those certain Premises located in the City of
Sunnyvale, California, as more particularly described in the Sublease. As
security for Interwoven's performance under the Sublease, Interwoven obtained
from Wells Fargo Bank that certain Irrevocable Letter of Credit Number _______,
dated _______________. I hereby certify that Interwoven has failed to timely
perform or observe an obligation under the Sublease, pursuant to which Ariba is
now entitled to draw on said Letter of Credit."

II.  A statement signed by an officer of Beneficiary stating:

"I am an authorized officer of Ariba, Inc. Interwoven, Inc., as the Subtenant,
and Ariba, Inc., as the Sublandlord, are parties to that certain Sublease dated
June ___, 2001, with respect to those

<PAGE>

certain Premises located in the City of Sunnyvale, California, as more
particularly described in the Sublease. As security for Interwoven's performance
under the Sublease, Interwoven obtained from Wells Fargo Bank that certain
Irrevocable Letter of Credit Number _______, dated _______________. I hereby
certify that less than forty-five (45) days remains prior to the expiration of
said Letter of Credit, and Interwoven has not provided Ariba with evidence of
renewal of the Letter of Credit or we have received a non-renewal notice under
Wells Fargo Bank, N.A. Letter of Credit _____, nor has Interwoven provided Ariba
with a substitute letter of credit or cash as permitted for a replacement of the
Letter of Credit as provided for in the Sublease."

With respect to Statements I and II above, we certify that we will not inquire
as to the accuracy of such statements, nor shall we consider any disputes by
Interwoven, Inc. regarding the content of such statements.

Partial and multiple drawings are permitted under this Letter of Credit.

Each draft must be marked "Drawn under Wells Fargo Bank, N.A. Letter of Credit
No. ______."

Except as stated in this Letter of Credit, our undertaking in this Letter of
Credit is not subject to any condition or qualification. Our obligation under
this Letter of Credit will be our individual obligation in no way contingent
upon reimbursement with respect thereto.

If any instructions accompanying a drawing under this Letter of Credit request
that payment is to be made by transfer to an account with us or at another bank,
we and/or such other bank may rely on an account number specified in such
instructions even if the number identifies a person or entity different from the
intended payee.

This Letter of Credit is transferable one or more times, but in each instance to
a single transferee and only in the full amount available to be drawn under the
Letter of Credit at the time of such transfer. Any such transfer may be effected
only through ourselves and only upon presentation to us at our above-specified
office of a duly executed instrument of transfer substantially in the format
attached hereto as Exhibit B (which forms an integral part of this Irrevocable
Letter of Credit), together with the original of this Letter of Credit and
signed document as described above. Any transfer of this Letter of Credit may
not change the place of expiration of this Letter of Credit from our
above-specified office. Each transfer shall be evidenced by our endorsement on
the reverse of the original of this Letter of Credit, and we shall deliver the
original of this Letter of Credit so endorsed to the transferee. All charges in
connection with any transfer shall be for the account of Interwoven, Inc.

This Letter of Credit expires at our above office on June 30, 2002, but shall be
automatically extended, without written amendment, to June 30 in each succeeding
calendar year (the "Annual Renewal Date") (provided that the final expiration
date shall not extend beyond February 23, 2012), unless we have sent written
notice to you at your address above by registered mail or express courier that
we elect not to renew this letter of credit beyond the date specified in such
notice which date will be June 30, 2002, or any subsequent June 30 occurring
before February

<PAGE>

23, 2012. Any such notice of nonrenewal shall be sent at least forty-five (45)
calendar days prior to the Annual Renewal Date.

This Letter of Credit is subject to the Uniform Customs and Practice For
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, and engages us in accordance therewith.

                     Very truly yours


                     WELLS FARGO BANK, N.A.


                     BY:        _____________________________
                                   (AUTHORIZED SIGNATURE)

<PAGE>

                                   Exhibit A


                                   Wells Fargo Bank, N.A.
                                   Letter of Credit No. _________


_____________________, CALIFORNIA             [insert date]


AT SIGHT PAY TO THE ORDER OF [insert Beneficiary name] US$ [insert amount in
numbers]

         [insert amount in words]                              U.S. DOLLARS
-------------------------------------------------------


DRAWN UNDER WELLS FARGO BANK, N.A. LETTER OF CREDIT NO. _______________

THIS SIGHT DRAFT IS ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT AND WRITTEN
CERTIFICATION OF AN OFFICER OF BENEFICIARY AS REQUIRED BY THE LETTER OF CREDIT.

TO:      WELLS FARGO BANK, N.A.                      [insert Beneficiary name]
         ADDRESS:


                               [insert signature]
                         ------------------------------
                              AUTHORIZED SIGNATURE

<PAGE>

[insert Beneficiary name and insert signature on the back of the draft as an
endorsement]


                              Exhibit B
                              Wells Fargo Bank, N.A.
                              Letter of Credit No. _________






<PAGE>

                                  Date: _______________

Wells Fargo Bank, N.A.
Trade Services Division, Northern California
525 Market Street, 25th Floor
San Francisco, California 94105

Subject: Your Letter of Credit No. _________

Ladies and Gentlemen:

For value received, we hereby irrevocably assign and transfer all our rights
under the above-captioned Letter of Credit, as heretofore and hereafter amended,
extended or increased, to:

------------------------- [insert name of transferee]
-------------------------
------------------------- [insert address]

By this transfer, all of our rights in the Letter of Credit are transferred to
the transferee, and the transferee shall have sole rights as beneficiary under
the Letter of Credit, including sole rights relating to any amendments, whether
increases or extensions or other amendments, and whether now existing or
hereafter made. You are hereby irrevocably instructed to advise future
amendment(s) of the Letter of Credit to the transferee without our consent or
notice to us.

Enclosed are the original Letter of Credit and the original of all amendments to
this date. Please notify the transferee of this transfer and of the terms and
conditions of the Letter of Credit as transferred. This transfer will not become
effective until the transferee is so notified.

                           Very truly yours,


                           [insert name of transferor]


                           By: ______________________________
                           Name: ____________________________
                           Title: ___________________________


Signature of Transferor Authenticated
[insert name of bank]
By: ______________________________
Name: ____________________________
Title: ___________________________

<PAGE>

                                   EXHIBIT G
                                   ---------

                              CONSENT TO SUBLEASE

This Consent to Sublease (this "Sublease Consent") is made and entered into as
of August 3, 2001, by and among Moffett Park Drive LLC, a California limited
liability company ("Moffett"), Ariba, Inc., a Delaware corporation ("Ariba"),
and Interwoven, Inc., a Delaware corporation ("Interwoven").

                                    RECITALS

A. Moffett and Ariba entered into the Technology Corners Triple Net Multiple
Building Lease Between Moffett Park Drive LLC, a California limited liability
company as Lessor and Ariba, Inc., a Delaware corporation as Lessee for Premises
at 1111 Lockheed Martin Way, Sunnyvale, California 94089, pursuant to which
Moffett leased to Ariba certain premises consisting of the buildings commonly
known as Buildings 1, 2, 3 and 4 at 1111 Lockheed Martin Way, Sunnyvale,
California with individual addresses for those buildings on Eleventh Avenue in
Sunnyvale, California (the "Premises"). The initial lease has been amended by a
letter agreement dated September 11, 2000, and a First Amendment to Lease dated
January 12, 2001, which, together with the initial lease, are collectively
referred to herein as the "Master Lease." All capitalized terms used in this
Sublease Consent and not defined herein have the same meaning as in the Master
Lease.

B. Ariba desires to sublease to Interwoven a portion of the Premises (such
portion herein called the "Sublease Premises") pursuant to an Amended and
Restated Sublease Agreement dated June 28, 2001 (the "Sublease"). The Sublease
Premises consist of approximately 263,823 rentable square feet of space
consisting of an entire building commonly known as 803 Eleventh Avenue and a
portion of a building commonly known as 809 Eleventh Avenue, Sunnyvale,
California. Moffett is willing to consent to the Sublease, subject to the terms
and conditions of this Sublease Consent.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Moffett, Ariba and Interwoven agree as follows:

1. Consent to Sublease.

(a) Subject to the terms and conditions of this Sublease Consent, Moffett hereby
consents to the execution and delivery of the Sublease by Ariba and Interwoven
for the Sublease Premises. Nothing in this Sublease Consent or in the Sublease
shall be deemed a waiver by Moffett or Ariba of any right that it may have to
terminate or amend the Master Lease pursuant to the terms thereof or as
otherwise may be agreed upon by Moffett and Ariba. As between Ariba and
Interwoven, the preceding sentence shall not be deemed to amend or modify the
restrictions on Ariba's right to terminate or amend the Master Lease as
specified in the Sublease.

<PAGE>

(b) The foregoing consent shall not operate as approval or ratification by
Moffett of any provisions of the Sublease and Moffett shall not be bound by or
estopped in any way by the provisions of the Sublease.

2. Sublease Subordinate. The Sublease is and shall be at all times subject and
subordinate to the Master Lease. Except as expressly provided in subparagraphs
3(a), (d), (e), (f), (g), (h), (i), (j), (l) and (m) and Paragraphs 7, 8, 9, 10,
11, 12 and 13 below, nothing in this Sublease Consent shall be construed to
modify, waive or affect any of the provisions, covenants or conditions in the
Master Lease, Ariba's obligations under the Master Lease, or any rights or
remedies of Moffett under the Master Lease, or to enlarge or increase Moffett's
obligations or Ariba's obligations under the Master Lease. Interwoven shall have
no right, and there shall not be vested in Interwoven any right, to exercise
rights of first refusal, options, or other similar preferential rights, if any,
given to Ariba as the Lessee under the Master Lease.

3. Additional Consents and Agreements.

(a) Moffett agrees that any sub-sublease, assignment or other transfer of any
interest in the Sublease Premises by Interwoven shall be exempted from, and
shall not invoke, Moffet's right to recapture as set forth in Section 11.06 of
the Master Lease "Lessor's Recapture Rights," including any relocated Sublease
Premises to which Moffett has consented. Any sub-sublease, assignment or other
transfer shall require the prior written consent of Moffett, which shall not be
unreasonably withheld or delayed subject to all other terms and conditions of
the Master Lease.

(b) Moffett and Ariba each acknowledges and agrees that Interwoven shall not at
any time or to any extent whatsoever be liable, responsible or in any way
accountable for any loss or liability which may at any time be suffered or
sustained by Moffett arising from or in any way related to, directly or
indirectly, the failure of Ariba to pay Excess Rent (as that term is used in
Section 11.04 of the Master Lease).

(c) Moffett consents to that certain Option to Extend Term granted to Interwoven
pursuant to the Sublease for approximately sixty-four (64) months and
twenty-four (24) days commencing August 1, 2007 and ending December 24, 2012,
unless earlier terminated.

(d) Moffett consents to Interwoven's use of any ordinary and customary Hazardous
Materials reasonably required to be used in the normal course of the Agreed Use
(as defined in the Sublease), so long as such use (i) is in compliance with all
Applicable Requirements (as defined in the Sublease), (ii) is not a Reportable
Use (as defined in the Sublease), (iii) does not expose the Sublease Premises,
the Premises or neighboring property to any meaningful risk of contamination or
damage, and (iv) is in compliance with the last two sentences of Section
17.22(c) and all of Section 17.22(d), (f) and (g) of the Master Lease.

(e) Moffett consents to the removal, prior to the expiration or sooner
termination of the Master Lease, of the generator Interwoven intends to install
at the Project after obtaining Moffett's prior written consent, subject to all
terms and conditions concerning alterations and surrender under the Master
Lease. Moffett will require, among other things, that an appropriate enclosure
be

<PAGE>

installed by Interwoven pursuant to plans and specifications approved by
Moffett. Notwithstanding the foregoing, Moffett acknowledges and agrees that
neither Interwoven nor Ariba shall be required to remove the subpanels, related
feeder lines, and items constituting the structure upon which the generator is
to be located. Moffett waives its rights under Section 6.03 of the Master Lease
(or otherwise) to require that the generator be removed or be left in place upon
expiration or termination of the Sublease or the Master Lease.

(f) Ariba and Interwoven have agreed to negotiate in good faith to create and
execute formal agreements for access to the fitness center and cafeteria, which
agreements shall be subject to Moffett's consent, which consent Moffett agrees
not to unreasonably withhold or delay.

(g) Moffett consents to storage and use of 660 gallons of diesel fuel, even
though such amount is a reportable quantity, so long as such use (i) is in
compliance with all Applicable Requirements (as defined in the Sublease) and
Interwoven complies with all reporting requirements related thereto, (ii) does
not expose the Sublease Premises, the Premises or neighboring property to any
meaningful risk of contamination or damage, and (iii) complies with the last two
sentences of Section 17.22(c) and all of Section 17.22 (d), (f) and (g) of the
Master Lease.

(h) For purposes of Section 3.01(d) of the Master Lease, Interwoven and Ariba
shall be deemed to satisfy the occupancy requirement so long as Interwoven
commences its fixturing and/or construction of the Subtenant Improvements (as
defined in the Work Letter Agreement attached as Exhibit I to the Sublease (the
"Work Letter") within thirty (30) days following the date of full execution of
this Consent to Sublease.

(i) Moffett and Ariba hereby approve the conceptual plans for the Building
Improvements (as defined in the Work Letter) portion of the Subtenant
Improvements, which are comprised of the following: (a) a two page document, the
first of which is a schematic drawing of Building One, Floor One ("B1F1"), and
the second page of which contains programming information for B1F1; and (b) a
nine page document that contains a portion of the finish specifications for B1F1
(collectively, the "Building Conceptual Plans") a copy of which is attached
hereto as Exhibit A. Moffett agrees not to unreasonably withhold or delay
approval of construction drawings and specifications (including detailed finish
standards that are identical to those set forth in the Building Conceptual Plans
or to the finishes, hardware, doors and other tenant improvement items that were
installed or constructed on floors 2, 3 and 4 of Building 1) that are logical
evolutions of the Building Conceptual Plans (subject to any other applicable
requirements of the Master Lease). Further, at the expiration or sooner
termination of the Sublease or the Master Lease, Moffett shall not require
Interwoven or Ariba to remove any of the improvements shown in the Building
Conceptual Plans and constructed pursuant to construction drawings and
specifications approved by Moffett or to restore the Sublease Premises to its
prior condition.

(j) Moffett and Ariba hereby approve the conceptual plans for the Exterior
Improvements (as defined in the Work Letter) portion of the Subtenant
Improvements consisting of (i) a two page document prepared by DES that is a
schematic rendering of (1) proposed exterior shipping & receiving area and (2)
proposed generator enclosure to be adjacent to parking garage; and (ii) a two
page document prepared by Walters & Wolf that is a schematic rending of a
proposed door installation into the B1 exterior skin (the "Exterior Conceptual
Plans"), a copy of which is

<PAGE>

attached hereto as Exhibit B. Moffett agrees not to unreasonably withhold or
delay approval of construction drawings and specifications that are logical
evolutions of the Exterior Conceptual Plans (subject to any other applicable
requirements of the Master Lease including, without limitation, consistency of
specifications with existing exterior elements at the Premises). Further, at the
expiration or sooner termination of the Sublease or the Master Lease, Moffett
shall not require Interwoven or Ariba to remove any of the improvements shown in
the Exterior Conceptual Plans and constructed pursuant to construction drawings
and specifications approved by Moffett, or to restore the Project exteriors to
its prior condition.

(k) Moffett hereby approves (i) SC Builders as Interwoven's general contractor
to construct the Subtenant Improvements, (ii) DES as Interwoven's architect for
preparation of the plans and specifications for the Exterior Improvements, (iii)
Arc-Tec as Interwoven's architect for preparation of the plans and
specifications for the Building Improvements, and (iv) Walters & Wolf as
Interwoven's subcontractor for the modification, fabrication and installation
work regarding preparation of plans and specifications for the exterior door
portion of the Subtenant Improvements.

(l) Provided that Interwoven's exterior building signage substantially complies
with the permit application (including the method of installation to the
exterior of the building) to be submitted by Ariba to the City of Sunnyvale (a
copy of which is attached as Exhibit O to the Sublease), Moffett shall not
withhold or delay its approval of such exterior building signage.

(m) Notwithstanding the amount of Base Rent provided for under the Sublease,
Moffett and Ariba agree that for purposes of calculating the Excess Rent under
Section 11.04 of the Master Lease, Ariba shall be entitled to first deduct the
following amounts ("Excluded Base Rent") from the amount received from
Interwoven under the Sublease:

----------------------------------------- ----------------------
      Period - Initial Term                  Excluded Base Rent
                                                 (Monthly)
----------------------------------------- ----------------------
August 1, 2001-September 30, 2001                      66,255.75
----------------------------------------- ----------------------
October 1, 2001-July 31, 2002                          68,281.98
----------------------------------------- ----------------------
August 1, 2002-July 31, 2003                           70,032.80
----------------------------------------- ----------------------
August 1, 2003-July 31, 2004                           71,232.21
----------------------------------------- ----------------------
August 1, 2004-July 31, 2005                           73,870.44
----------------------------------------- ----------------------
August 1, 2005-July 31, 2006                           76,508.67
----------------------------------------- ----------------------
August 1, 2006-July 31, 2007                           79,146.90
----------------------------------------- ----------------------
Period - Option Term
----------------------------------------- ----------------------
         8/1/07 to 7/31/08                       65,955.78
----------------------------------------- ----------------------
         8/1/08 to 7/31/09                       65,955.92


<PAGE>

------------------------------- -----------------------
     8/1/09 to 7/31/10                   65,955.52
------------------------------- -----------------------
     8/1/10 to 7/31/11                   65,956.12
------------------------------- -----------------------
     8/1/11 to 7/31/12                   65,895.72
------------------------------- -----------------------
     8/1/12 to 12/24/12                  65,955.78
------------------------------- -----------------------

4. No Release of Ariba. Except as expressly provided in Paragraphs 3 and 10 of
this Sublease Consent, Moffett's consents hereunder shall not release Ariba as
the Lessee under the Master Lease of any of its obligations under the Master
Lease, or release or alter the liability of Ariba to pay rent and all other sums
due under the Master Lease and to perform, oversee and comply with all other
obligations of Lessee under the Master Lease, and Ariba's agreements hereunder
shall not release Moffett as the Lessor under the Master Lease of any of its
obligations under the Master Lease.

5. Sublease Consent to Govern. In the case of any conflict between the express
terms of this Sublease Consent and the provisions of the Sublease or the Master
Lease, the provisions of this Sublease Consent shall prevail. Notwithstanding
anything to the contrary contained in the Sublease, Moffett shall have no
obligation (i) to Ariba in connection with the Premises other than those
obligations expressly set forth in the Master Lease, this Sublease Consent
and/or the Recognition Agreement, the existing Ariba Subordination,
Non-Disturbance and Attornment Agreements from Moffett's lenders, the Interwoven
Subordination, Non-Disturbance and Attornment Agreements from Moffett's lenders
and the Tri-Party Agreement between Moffett, Ariba and Moffett's lenders, or
(ii) to Interwoven under the Sublease.

6. Moffett Not Party to Sublease. Moffett shall not by reason of this Sublease
Consent (a) be bound by or become a party to the Sublease, (b) be deemed to have
accepted the attornment of Interwoven, or (c) be deemed liable to Interwoven (x)
for any failure of Ariba to perform and comply with Ariba's obligations under
the Sublease or (y) in connection with the Sublease Premises, for obligations
other than those obligations expressly set forth in this Sublease Consent, the
Recognition Agreement and/or the Interwoven Subordination, Non-Disturbance and
Attornment Agreements.

7. Recognition Agreement. Simultaneously with the execution hereof Moffett,
Ariba and Interwoven have executed a Recognition Agreement of even date
herewith.

8. Indemnity.

(a) Except to the extent any Claim which results from the gross negligence or
willful misconduct of Moffett or results from a breach by Ariba under the Master
Lease or the Sublease, which is not also a breach by Interwoven under the
Sublease, Interwoven hereby indemnifies and agrees to defend, protect and hold
harmless Moffett and the employees, representatives, directors, officers, agents
and lenders of Moffett, against and from any and all losses, claims,
liabilities, judgments, costs, demands, causes of action, and expenses
(including, without limitation, reasonable attorneys' fees and consultants'
fees) (collectively "Claims") to the extent arising from

<PAGE>

or related to the death or injury of any person, including Interwoven's Agents
(as defined below), or by damage to or destruction of any property, including
any property owned by Interwoven or Interwoven's Agents, caused by or allegedly
caused as a result of (i) Interwoven's use of the Sublease Premises or from any
activity done, permitted or suffered by Interwoven in, on, or about the Sublease
Premises; (ii) any breach, default, or other act or omission by Interwoven its
employees, representatives, directors, officers, sublessees, assignees, agents
or invitees (collectively "Interwoven's Agents") in connection with or related
to the Master Lease and/or the Sublease, or the Sublease Premises, (iv) any
action or proceeding brought on account of any matter referred to in items (i)
or (ii) of this Paragraph 8(a). If any action or proceeding is brought against
Moffett by reason of any such Claims, upon notice from Moffett, Interwoven shall
defend the same at Interwoven's sole expense. The obligations of Interwoven
under this Paragraph 8(a) shall survive any termination of the Sublease or the
Master Lease.

(b) Except to the extent any Claim results from the gross negligence or willful
misconduct of Moffett, Ariba hereby indemnifies and holds harmless Moffett and
the employees, representatives, directors, officers, agents and lenders of
Moffett from any and all Claims to the extent arising from or related to the
death or injury of any person, including Ariba's Agents (as defined below), or
by damage to or destruction of any property, including any property owned by
Ariba or Ariba's Agents, caused by or allegedly caused as a result of (i)
Ariba's or Interwoven's use of the Sublease Premises or from any activity done,
permitted or suffered by Ariba or Interwoven in, on, or about the Sublease
Premises; (ii) any breach, default, or other act or omission by Ariba its
employees, representatives, directors, officers, agents, sublessees, assignees,
or invitees (collectively "Ariba's Agents") in connection with or related to the
Master Lease or the Sublease, or the Sublease Premises, (iii) any action or
proceeding brought on account of any matter referred to in items (i) or (ii), of
thisParagraph 8(b). If any action or proceeding is brought against Moffett by
reason of any such Claims, upon notice from Moffett, Ariba shall defend the same
at Ariba's sole expense. The obligations of Ariba under this Paragraph 8(b)
shall survive any termination of the Sublease or the Master Lease and are in
addition to, and cumulative with, Ariba's indemnity obligations under the Master
Lease.

(c) Except to the extent any Claim results from the gross negligence or willful
misconduct of Ariba or Ariba's Agents, or Ariba's material default of the
provisions of the Sublease beyond any applicable cure period, Interwoven hereby
indemnifies and agrees to defend, protect and hold harmless Ariba and the
employees, representatives, directors, officers, agents and lenders of Ariba,
against and from any and all Claims to the extent arising from or related to the
death or injury of any person, including Interwoven's Agents, or by damage to or
destruction of any property, including any property owned by Interwoven or
Interwoven's Agents, caused by or allegedly caused as a result of (i)
Interwoven's use of the Sublease Premises or from any activity done, permitted
or suffered by Interwoven in, on, or about the Sublease Premises; (ii) any
breach, default or other act or omission by Interwoven or Interwoven's Agents in
connection with or related to the Master Lease or the Sublease, or the Sublease
Premises; (iii) any action or proceeding brought on account of any matter
referred to in items (i) or (ii) of this Paragraph 8(c). If any action or
proceeding is brought against Ariba by reason of any such Claims, upon notice
from Ariba, Interwoven shall defend the same at Interwoven's sole expense. The
obligations of Interwoven under this Paragraph 8(c) shall survive any
termination of the Sublease and are in addition to, and cumulative with,
Interwoven indemnity obligations under the Sublease.

<PAGE>


9. Assignment of Net Rent and Default.

(a) Assignment of Net Rent. Ariba hereby assigns and transfers to Moffett all of
Ariba's interest in the "Net Rent" payable by Interwoven under the Sublease,
subject however, to terms of section 9(b) below and subject to the rights of
Moffett's lenders pursuant to this Sublease Consent and any subordination,
non-disturbance and attornment agreement to which Ariba, Interwoven and Moffett
are parties. For purposes of this Sublease Consent, the term "Net Rent" shall
mean that portion of the total amount of rent payable by Interwoven under the
Sublease during a given time period equal to the total rent payable with respect
to the Sublease Premises by Ariba under the Master Lease during the same time
period, including Moffett's portion of Excess Rent for such period of time. By
defining Net Rent in this manner, the intent of the parties is to exclude from
the assignment to Moffett Ariba's portion of the Excess Rent, and the
reimbursement by Interwoven of its portion of expenses incurred by Ariba to
which Moffett has no rights, and the "Excluded Base Rent" as defined in
subparagraph 3(m) above.

(b) License to Collect Sublease Rents. Moffett, by executing this Sublease
Consent, agrees that during any period of time when there is no outstanding
uncured default in the payment of any sum or in the performance of any
obligations of Ariba under the Master Lease, Ariba may receive, collect and
enjoy the rents accruing under the Sublease. However, if Ariba shall default in
the payment of any sum or in the performance of its obligations to Moffett, then
Moffett may, at its option and in addition to all other rights and remedies
available under the Master Lease, at law or in equity, receive and collect,
directly from Interwoven, all Net Rent owing and to be owed under the Sublease
for the period of time that there exists an uncured default by Ariba. Moffett
shall not be deemed liable to Interwoven for any failure of Ariba to perform and
comply with Ariba's obligations to Interwoven by reason of this assignment of
Net Rent nor by reason of the collection of Net Rents or other sums from
Interwoven. Moffett shall notify Ariba of all amounts received under this
subparagraph (b) within five (5) business days after receipt and how such
amounts have been applied as a credit to amounts otherwise due from Ariba. All
amounts received and collected by Moffett from Interwoven or otherwise shall be
applied against Ariba's obligations under the Master Lease.

(c) Authorization to Direct Sublease Payments. Ariba hereby irrevocably
authorizes and directs Interwoven to pay to Moffett the Net Rents as identified
in any written notice from Moffett ("Net Rent Notice") identifying the amount of
Net Rent and stating that either (i) a default exists (after notice and the
expiration of the applicable cure period in the Master Lease) in the performance
of Ariba's obligations under the Master Lease, or (ii) Ariba has failed to
timely perform or observe an obligation under the Master Lease and Moffett is
legally prevented from issuing a notice of default. Ariba agrees that Interwoven
shall have the right to rely upon any such Net Rent Notice from Moffett, and
that Interwoven shall pay the specified amount of Net Rent to Moffett without
any obligation or right to inquire as to whether such default exists and
notwithstanding any notice or claim from Ariba to the contrary. Ariba shall have
no right or claim against Interwoven for any such Net Rent so paid by
Interwoven. Moffett agrees to apply any such payments to Ariba's obligations
under the Master Lease.

<PAGE>

(d) Additional Provisions. Except as provided in subparagraphs 9(b) and (c)
above with respect to the payment of Net Rent to be paid as it falls due under
the Sublease, Interwoven shall not pay (before they are due under the Master
Lease) any amounts owing by Ariba without the express written consent of Ariba.
Interwoven shall provide to Ariba concurrently with any payment to Moffett
reasonable evidence of such payment. Any sums paid directly by Interwoven to
Moffett in accordance with this paragraph 9 shall be credited toward the amounts
payable by Interwoven to Ariba under the Sublease. Moffett shall not, by reason
of the foregoing (i) be bound by or become a party to the Sublease, (ii) be
deemed to have accepted the attornment of Interwoven, or (iii) be deemed liable
to Interwoven for any failure of Ariba to perform and comply with Ariba's
obligations under the Sublease.

10. Insurance; Waiver of Subrogation.

(a) Interwoven shall name each of Moffett and Ariba and each of their respective
lenders as an "additional insured" on all liability policies carried by
Interwoven with respect to the Sublease Premises.

(b) Moffett, Ariba and Interwoven (each, a "Waiving Party") hereby release and
relieve the others (each, a "Released Party"), and each Waiving Party hereby
waives its entire right of recovery against each Released Party, for loss or
damage to property arising out of or incident to the perils insured against
which perils occur, on or about the Premises, whether due to the negligence of
any of them, or their respective agents, employees contractors and/or invitees
to the extent (and only to the extent) of the insurance proceeds received by the
Waiving Party. To the extent required under the insurance policies carried by a
Waiving Party, such Waiving Party shall, give notice to the insurance carrier or
carriers that the foregoing mutual waiver of subrogation is contained in this
Sublease Consent and shall obtain from their respective insurance carriers a
waiver of the rights of subrogation.

11. Brokerage Commissions. Each party hereto represents and warrants to the
other parties hereto, and shall indemnify and hold harmless the other parties
from any claim or liability arising out of a contrary assertion by any agent or
broker, that it has engaged no real estate brokers or finders in connection with
the transactions contemplated by the Sublease, except that (a) Ariba represents
and warrants to Moffett and to Interwoven that Ariba has agreed to pay Cushman &
Wakefield ("Ariba's Broker") a commission pursuant to a separate agreement
between Ariba and Ariba's Broker, payment of which shall be Ariba's sole
responsibility, and (b) Interwoven represents and warrants to Moffett and to
Ariba that Interwoven has retained CB Richard Ellis ("Interwoven's Broker"), and
(c) both Ariba and Interwoven represent and warrant that it is their
understanding that Interwoven's Broker shall be compensated pursuant to a
separate agreement between Ariba's Broker and Interwoven's Broker (the "Sharing
Agreement"), a copy of which is attached as an Exhibit to the Sublease. Ariba
represents and warrants to Moffett that the total aggregate compensation payable
by Airba with respect to the Sublease is Two Million Six Hundred Thirty Eight
Thousand, Two Hundred Thirty Dollars and No Cents ($2,638,230.00) (the "Total
Brokerage Commissions"). All parties agree that Moffett has and will have no
responsibility or liability with respect to Ariba's Broker or Interwoven's
Broker (for the Total Brokerage Commission or otherwise) as a result of
executing this Sublease Consent and the Recognition Agreement or with respect to
the transactions contemplated by either instrument.

<PAGE>

12. Financial Statements, Estoppel Certificates and SNDAs. As part of the
consideration for Moffett's consent hereunder, Interwoven agrees that the
provisions set forth in Sublease paragraphs 16, 29, 41 and 44 are incorporated
herein by this reference as obligations owed to Moffett by Interwoven with
references to "Sublandlord" being deemed references to Moffett (and owed to
Ariba as an obligation under the Sublease), and Interwoven agrees to deliver the
(i) Estoppel Certificate, (ii) financial statements, (iii) writings (including
Subordination, Non-Disturbance and Attornment agreements) described in paragraph
29.3, (iv) documents described in paragraph 41, or (v) modifications described
in paragraph 44 within ten (10) days after Moffett requests same, with copies to
Ariba. Each of Interwoven's obligations under this Paragraph 12 shall be
considered an obligation under the Sublease and, if Interwoven fails to sign and
return any documents within said ten (10) day period, Moffett shall give
Interwoven a second notice. If Interwoven fails to sign and return any such
documents within ten (10) days following receipt of the second notice,
Interwoven shall be in Breach under Subsection 13.1 (c) of the Sublease. Ariba
agrees, as an obligation and covenant under the Master Lease, to use
commercially reasonable efforts to enforce Interwoven's obligations under this
Paragraph 12 and the failure to perform same shall constitute a material default
and breach of the Master Lease if not cured within the time allowed under
Subsection 12.01(d) of the Master Lease.

13. Notice From Ariba. Ariba shall provide written notice to Moffett within five
(5) business days after the occurrence of any of the following: (a) the exercise
of the extension option under the Sublease; (b) the occurrence of any holding
over by Interwoven after the expiration or prior termination of the Sublease;
(c) the termination of the Sublease. Ariba shall also provide to Moffett a copy
of any default notice given to Interwoven at the time it is served.

14. Notice From Interwoven. Interwoven shall provide written notice to Moffett
within five (5) business days after the occurrence of any of the following: (a)
the exercise of the extension option under the Sublease; or (b) any request by
Interwoven to make alterations or additions or to make other improvements to the
Sublease Premises together with copies of all notices, plans or other documents
provided to Ariba or its representatives in connection therewith. Interwoven
shall also provide to Moffett a copy of any default notice given to Ariba at the
time it is served.

15. Notice From Moffett. Moffett will provide to Interwoven a copy of any
default notice given to Ariba at the time it is served.

16. Attorneys' Fees. In the event that any legal action or proceeding,
including, without limitation, arbitration and declaratory relief, is commenced
for the purpose of enforcing or seeking a declaration of any rights or remedies
pursuant to this Sublease Consent, the prevailing party or parties shall be
entitled to recover from the non-prevailing party or parties reasonable
attorneys' fees, as well as costs of suit, in such action or proceeding, whether
or not such action is prosecuted to final judgment.

17. Miscellaneous Provisions.

(a) Ariba and Interwoven agree not to amend, modify, supplement, or otherwise
change in any respect the Sublease ("Amendment") without the prior written
consent of Moffett which shall not

<PAGE>

be unreasonably withheld; provided, however, that with respect to any proposed
Amendment, which could not by its own terms terminate upon a Recognition Event,
Moffett's determination, in its sole discretion, that the proposed Amendment
would not be in its best economic interest shall constitute reasonable grounds
for withholding its consent. Any amendment, modification, supplement, or change
to the Sublease not in accordance with this subparagraph shall be void.

(b) This Sublease Consent, together with the provisions of the Sublease, the
Master Lease and the Recognition Agreement, contains the entire agreement among
the parties hereto regarding the matters which are the subject of this Sublease
Consent. The terms, covenants and conditions of this Sublease Consent shall
apply to and bind the permitted heirs, successors, assigns, executors and
administrators of all the parties hereto. The parties hereto acknowledge and
agree that no rule of construction, to the effect that any ambiguities are to be
resolved against the drafting party, shall be employed in the interpretation of
this Sublease Consent. If any provision of this Sublease Consent is determined
to be illegal or unenforceable, such determination shall not affect any other
provisions of this Sublease Consent and all such other provisions shall remain
in full force and effect.

(c) Moffett, Ariba and Interwoven each for itself certifies that no voluntary or
involuntary petition under the Bankruptcy Code (11 U.S.C. (S)(S) 101 et seq.)
has been filed by or against it and that it is not presently entitled to relief
under the Bankruptcy Code.

(d) By signing this Sublease Consent, each of the persons signing this Sublease
Consent on behalf of the parties certifies that he or she is authorized to
execute this Sublease Consent and to bind his or her respective party to the
terms of this Sublease Consent, and that all corporate action necessary to
authorize the execution of this Sublease Consent by each respective party has
been taken and is presently in force and effect.

(e) This Sublease Consent may be executed in any number of counterparts, each of
which shall be deemed an original, and when taken together they shall constitute
one and the same Sublease Consent.

(f) Ariba waives any requirement under California unlawful detainer statutes or
otherwise that Moffett name or serve Interwoven with any default notice given
under the Master Lease or to name or make Interwoven a party to any eviction
proceedings. Moffett may seek and recover possession of the Premises from Ariba
pursuant to the terms of the Master Lease (including the Sublease Premises)
without recovering possession from Interwoven. Conversely, to the extent Moffett
deems it necessary or appropriate to name and/or serve Interwoven with notice
and/or to make Interwoven a party to such proceedings, the same shall not be
deemed a violation of any duty owed by Moffett to Interwoven and upon forfeiture
of the Master Lease pursuant to such proceedings, the terms and conditions of
the Recognition Agreement shall apply.

(g) Except as provided in subparagraph 3(a) above with respect to a waiver or
recapture rights, nothing in this Sublease Consent shall be deemed a consent by
Moffett to any change of any nature in the size or location of the Sublease
Premises (whether increase, decrease, different Building(s) or floors or
otherwise) notwithstanding anything in the Sublease. Any such change shall
require the prior written consent of Moffett, which will not be unreasonably
withheld.

<PAGE>

18. Notices. All notices required, authorized or permitted by this Consent to
Sublease or applicable law shall be in writing and may be delivered in person
(by hand or courier) or may be sent by regular, certified or registered mail or
U.S. Postal Service Express Mail or other nationally-recognized overnight
courier, with postage prepaid and shall be deemed given on the date delivered
or, if refused, on the first date delivery was attempted or refused. Any party
hereto may by written notice to the other specify a different address for
notice.

Master Landlord:

Moffett Park Drive LLC
c/o Jay Paul Company
350 California Street, Suite 1905
San Francisco, CA  94111

With copy to:

Thomas G. Perkins, Esq.
99 Almaden Blvd., 8th Floor
San Jose, CA  95113

Sublandlord:

Ariba, Inc.
Attn:  General Counsel
807 Eleventh Avenue
Sunnyvale, CA  94089

With copy to:

Ariba, Inc.
Attn:  Real Estate Manager
807 Eleventh Avenue
Sunnyvale, CA  94089

Subtenant:

Interwoven, Inc.
1195 West Fremont Avenue
Sunnyvale, CA  94087
Attn:  Tom Smith

With copy to

Silicon Valley Law Group

<PAGE>

Attn: Lucy Lofrumento, Esq.
152 North Third Street, Ste. 900
San Jose, CA  95112

19. Separate Leases.

(a) The parties understand that Moffett has recorded CC&Rs and a parcel map to
divide the Project into five separate parcels, one for each office building and
one for a Common Area encompassing the balance of the Project (including the
fitness center) and will record amended CC&Rs.

(b) Ariba and Moffett agree to restate the Master Lease as four separate Leases
(the "Restatement"), one for each office building with the right to use the
Common Area, using commercially reasonable efforts to do so within ninety (90)
days following full execution of this Consent to Sublease, subject to the
following condition precedent: The Restatement contains the same rights,
privileges and obligations as in the current Master Lease, except for any
changes to which Ariba has consented which are reasonably necessary or
appropriate to convert the present multi-building Ariba Lease into four separate
single building leases including reasonable property restrictions placed in
connection with the reparcelization; Ariba agrees not to unreasonably delay,
condition or withhold such consent.

(c) Interwoven agrees to enter into new subleases ("New Subleases") within
ninety (90) days after the full execution of this Consent to Sublease, one for
each office building in which the Sublease Premises are located, on
substantially the same terms as the Sublease provided that the provisions of the
Restatement and the New Subleases do not materially and adversely affect
Interwoven's material rights and obligations under the Sublease but with
reasonable property restrictions placed in connection with the reparcelization.

(d) Ariba and Moffett agree to subordinate the Master Lease and Sublease (and
the Restatement and New Subleases) to existing and amended CC&Rs recorded
against the Project in connection with the reparcelization, using commercially
reasonable efforts to do so within ninety (90) days following full execution of
this Consent to Sublease, subject to the following condition precedent: The
subordination to the CC&Rs shall not affect the rights, privileges and
obligations of Ariba under the current Master Lease and Sublease (and the
Restatement and New Subleases), except for any provisions to which Ariba has
consented which are reasonably necessary or appropriate to accommodate the
reparcelization; Ariba agrees not to unreasonably delay, condition or withhold
such consent.

(e) Moffett and Interwoven also agree to do what is required or reasonably
appropriate to subordinate the Sublease (and the New Subleases) to the amended
CC&Rs within ninety (90) days after the full execution of this Consent to
Sublease, provided that the provisions of the amended CC&Rs do not materially
and adversely affect Interwoven's rights and obligations under the Sublease (and
the New Subleases) but with reasonable property restrictions placed in
connection with the reparcelization.

(f) The parties' obligations under this paragraph 19 shall be specifically
enforceable.

<PAGE>


20. Ratification of Lease. By signing this Sublease Consent, Ariba and Moffett
each acknowledge that, except to the extent modified by this Sublease Consent,
and any subordination non-disturbance and attornment agreements, as so modified,
hereby confirm and ratify the Master Lease as being in full force and affect.

<PAGE>


IN WITNESS WHEREOF, Moffett, Ariba and Interwoven have executed this Sublease
Consent as of the day and year first hereinabove written.


Moffett Park Drive LLC                         Ariba, Inc.


By:                                            By:
   --------------------------------------      ---------------------------------


   --------------------------------------      ---------------------------------
   (type or print name)                        (type or print name)


Its:                                           Its:
    -------------------------------------      ---------------------------------



Interwoven, Inc.


By:
   --------------------------------------


   --------------------------------------
         (type or print name)
Its:
   ---------------------------------------

<PAGE>


                                    EXHIBIT A

                              COPY OF MASTER LEASE



                                    EXHIBIT B

                                COPY OF SUBLEASE



                              RECOGNITION AGREEMENT

     This Recognition Agreement ("Recognition Agreement") is made and entered
into as of August 3, 2001, by and among Moffett Park Drive LLC, a California
limited liability company ("Moffett"), Ariba, Inc., a Delaware corporation
("Ariba"), and Interwoven, Inc., a Delaware corporation ("Interwoven").


                                    RECITALS


     A. Moffett and Ariba entered into the Technology Corners Triple Net
Multiple Building Lease Between Moffett Park Drive LLC, a California limited
liability company as Lessor and Ariba, Inc., a Delaware corporation as Lessee
for Premises at 1111 Lockheed Martin Way, Sunnyvale, California 94089, pursuant
to which Moffett leased to Ariba certain premises consisting of the buildings
commonly known as Buildings 1, 2, 3 and 4 at 1111 Lockheed Martin Way,
Sunnyvale, California with individual addresses for those buildings on Eleventh
Avenue in Sunnyvale, California (the "Premises"). The initial lease has been
amended by a letter agreement dated September 11, 2000, and a First Amendment to
Lease dated January 12, 2001, which, together with the initial lease, are
attached as Exhibit A to the Sublease and referred to herein as the "Master
Lease." All capitalized terms used in this Recognition Agreement and not defined
herein have the same meaning as in the Master Lease.


     B. Ariba subleased to Interwoven a portion of the Premises (such portion
herein called the "Sublease Premises") pursuant to an Amended and Restated
Sublease Agreement dated June 28, 2001, a copy of which is attached hereto as an
Exhibit (the "Sublease"). The Sublease Premises consist of a portion of the
Premises of approximately 263,823 rentable square feet of space consisting of an
entire building commonly known as 803 Eleventh Avenue and a portion of a
building commonly known as 809 Eleventh Avenue, Sunnyvale, California. Moffett
consents to the Sublease pursuant to a written Sublease Consent of even date
("Sublease Consent").


     C. Moffett, Ariba and Interwoven now enter into this Recognition Agreement
to facilitate the Sublease becoming a direct lease between them subject to the
terms and conditions of this Recognition Agreement.

<PAGE>


     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Moffett, Ariba and Interwoven agree as follows:


     1. Attornment and Non-disturbance. In the event of the termination of the
        ------------------------------
Master Lease, other than pursuant to (a) Article 8 of the Master Lease ("DAMAGE
OR DESTRUCTION") or (b) Article 13 of the Master Lease ("CONDEMNATION OF THE
PREMISES"), or in the event of a rejection by Ariba of the Master Lease which is
approved, consented to or authorized by a bankruptcy court in a bankruptcy
proceeding ("Recognition Event"), (i) Interwoven shall attorn to Moffett and
perform all of Interwoven's obligations under the Sublease directly to Moffett
as if Moffett were the sublessor under the Sublease, and (ii) provided that at
the time of termination or rejection of the Master Lease Interwoven is not in
default under the terms of the Sublease beyond any applicable cure period,
Moffett shall continue to recognize the estate of Interwoven created under the
Sublease and the Sublease shall continue with the same force and effect as if
Moffett and Interwoven had entered into a sublease on the same provisions as
those contained in the Sublease (as modified by this Recognition Agreement and
the Sublease Consent), except to the extent not permitted by the continued
possession of Ariba or restricted by court order or other legal constraint. The
provisions of this paragraph shall be self-executing upon the occurrence of a
Recognition Event, provided, however, either Moffett or Interwoven shall execute
and deliver at the other's request an instrument confirming Interwoven's
attornment and other obligations pursuant to this Recognition Agreement and
Moffett's agreement to be bound by the terms of the Sublease as modified
pursuant to this Recognition Agreement and the Sublease Consent and/or enter
into a new lease containing all of the terms and provisions of the Sublease as
modified by this Recognition Agreement and the Sublease Consent. Notwithstanding
the foregoing, the rejection by Moffett of the Master Lease in a bankruptcy
proceeding (whether or not deemed a termination of the Master Lease) shall not
constitute a Recognition Event.

     2. Limited Effect of Agreement. Except as expressly modified by this
        ---------------------------
Recognition Agreement, (i) nothing in this Recognition Agreement shall be deemed
to change in any manner the provisions of the Master Lease as between Moffett
and Ariba or to waive any right that either Moffett or Ariba may now have or
later acquire against the other by reason of the Master Lease, and (ii) nothing
in this Recognition Agreement shall be deemed to change in any manner the
provisions of the Sublease as between Ariba and Interwoven or to waive any right
that Ariba or Interwoven may now have or later acquire against the other by
reason of the Sublease. Without limiting the foregoing, except as expressly
provided in this Recognition Agreement at Paragraph 3 following a Recognition
Event (x) Moffett and Ariba shall have no obligations to one another under the
Master Lease except with respect to those provisions of the Master Lease which
survive termination, including, without limitation, all Ariba indemnity
obligations and all rights and remedies to which either party is entitled under
the Master Lease, at law or in equity with respect to such termination and any
default which preceded it, and (y) Ariba and Interwoven shall have no continuing
obligations to one another under the Sublease except with respect to those
provisions of the Sublease which survive termination and all rights and remedies
to which either party is entitled under the Sublease at law or in equity with
respect to such termination and any default which preceded it, including,
without limitation, rights of Ariba under California Civil Code Section 1951.2
or under the United States Bankruptcy Code, or otherwise to recover damages for
lost rent and other damages, (it being expressly understood and agreed that the

<PAGE>


Sublease between Ariba and Interwoven shall not otherwise continue following the
termination of the Master Lease).


     3. Security Deposit. Notwithstanding any provision of the Sublease to the
        ----------------
contrary, upon the occurrence of a Recognition Event, Ariba shall promptly
deliver to Moffett any cash security deposit and letter of credit deposited by
Interwoven with Ariba under the Sublease, less any sums Ariba is entitled to
retain under Article 4 of the Sublease and Paragraph 4 (h) of the Work Letter
Agreement (which agreement is attached as Exhibit I to the Sublease), and Ariba
shall have no further obligation with respect to any cash security deposit or
letter of credit delivered to Moffett. Moffett shall hold any cash security
deposit and letter of credit pursuant to the provisions of the Sublease;
provided, however, Moffett shall not be responsible to Interwoven for any cash
security deposit or letter of credit not received by Moffett. If Ariba fails to
deliver any portion of the security deposits deposited by Interwoven under the
Sublease within five (5) days after a Recognition Event, Interwoven shall
deliver to Moffett a letter of credit in the form described in the Master Lease
(with a bank satisfactory to Moffett) and in the security deposit amount
required under the Sublease, provided that as to any letter of credit held by
Ariba which Ariba fails to so deliver to Moffett, Interwoven's delivery
obligation shall be postponed until the date which is ten (10) days after the
expiration of such letter of credit. Moreover, the failure of Ariba to transfer
the Interwoven security deposit to Moffett within thirty (30) days after a
Recognition Event shall constitute a default under the Master Lease entitling
Moffett, among other rights and remedies to draw on the letter of credit held by
Moffett as Ariba's security deposit under the Master Lease.


     4. Conditions of Recognition and Attornment. Moffett and Interwoven, from
        ----------------------------------------
the date of a Recognition Event, shall have the same rights that can be enforced
against each other as Ariba and Interwoven have that can be enforced against
each other under the Sublease. Moffett shall not be liable for any event,
occurrence or condition that proceeded the Recognition Event, any act or
omission of Ariba and its authorized representatives, shall not be subject to
any offsets or defenses that Interwoven has against Ariba, and shall not be
bound by any prepaid rent, security deposit, or other prepaid sum that
Interwoven has paid in advance to Ariba unless and to the extent the same is
delivered to Moffett except that Moffett shall recognize and be bound by
Interwoven's prepayment of last months rent in the amount of $1,123,885.98,
without regard to whether Moffett receives same from Ariba.


     5. Modification of Sublease. Upon a Recognition Event, the Sublease shall
        ------------------------
be deemed modified such that all references to "Subtenant" shall be deemed to be
"Tenant" (i.e., Interwoven) and all references to "Ariba" or "Sublandlord" shall
be deemed to be "Landlord" (i.e., Moffett) and in addition (notwithstanding any
express or implied provision of the Sublease to the contrary):

          (a) Fitness Center Supplemental Rent. For so long as Moffett shall
              --------------------------------
provide access to and use of the fitness center for up to 700 of Interwoven's
employees (and while prevented from doing so by acts of God or Nature, damage or
destruction, work stoppage or other causes beyond its reasonable control),
Interwoven shall pay $24,500.00 to Moffett as monthly "Supplemental Rent," due
and payable in advance each month in the same manner and under the same terms
and conditions as Base Rent provided, that, if the fitness center is damaged or
destroyed, (i) Interwoven shall be entitled to a credit for its pro rata share
of any rent

<PAGE>

insurance proceeds Moffett receives for the loss of Supplemental Rent (or would
have received but for its failure to maintain for the fitness center the
insurance required under Section 7.01 of the Master Lease) and (ii) if the
fitness center is damaged or destroyed by any cause, Moffett shall notify
Interwoven within sixty (60) days after such damage or destruction whether it
will repair the same within twelve (12) months (subject to force majeure) from
the date of such notice and if Moffett states that it will not repair within
said twelve (12) months (subject to force majeure) the parties obligations with
respect to the fitness center shall terminate ten (10) business days after
Moffett gives its notice. In the event Moffett elects to repair, Moffett shall
commence repairs within a reasonable time and diligently proceed to complete
such repairs, in each instance subject to force majeure delays.. Moffett may
elect at any time to terminate such access. Moffett agrees that at all times it
provides such access it shall cause the fitness center to be managed in a first
class manner. If Interwoven wishes to increase the number of its employees using
the fitness center, it may do so by paying increased Supplemental Rent of $35.00
per such employee, provided that Moffett determines in its good faith discretion
that such increased number of employees will not over-tax the fitness center.
The Supplemental Rent amount shall never decrease, notwithstanding how many of
the authorized personnel actually use the fitness center;


          (b) Cafeteria. The use by Interwoven of any cafeteria outside the
              ---------
Sublease Premises shall automatically terminate and Moffett shall have no
obligation to Interwoven with respect to cafeteria access or cafeteria use or
under any cafeteria access agreement between Ariba and Interwoven;


          (c) Sublease Provisions Which Shall Not Apply. The following
              -----------------------------------------
provisions of the Sublease shall not apply between Moffett and Interwoven: 1.3
and 1.8;


          (d) Address for Notices of Payment of Rent. Basic Lease Provision 16
              --------------------------------------
and paragraph 3.4 of the Sublease is modified to provide that the addresses for
notices and payee for payment of rent and all moneys due thereunder shall be:
Jay Paul Company, Attn: Jay Paul, 350 California Street, Suite 1905, San
Francisco, CA 94111;


          (e) Brokerage Fees. Interwoven, Ariba and Moffett each represents and
              --------------
warrants to each other that it has no obligation to any broker or agent with
respect to the Recognition Agreement and the transaction contemplated hereunder
and each shall indemnify and hold the other harmless as to any claim or
liability based upon a contrary claim;


          (f) Notices.
              -------

               (1) Written Notice. Any notice required or permitted to be given
                   --------------
hereunder shall be in writing and shall be given by a method described in
paragraph (2) below and shall be addressed at the addresses noted below. Any
party hereto may by notice to the other parties specify a different address for
notice purposes.

               (2) Methods of Delivery:
                   -------------------

                    (i) When personally delivered to the recipient, notice is
effective on delivery. Delivery to the person apparently designated to receive
deliveries at the subject address is personally delivered if made during
business hours (e.g. receptionist).

<PAGE>

                    (ii) When mailed by certified mail with return receipt
requested, notice is effective on receipt if delivery is confirmed by a return
receipt.

                    (iii) When delivery by overnight delivery Federal
Express/Airborne/United Parcel Service/DHL WorldWide Express with charges
prepaid or charged to the sender's account, notice is effective on delivery if
delivery is confirmed by the delivery service.

               (3) Refused, Unclaimed or Undeliverable Notices. Any correctly
                   -------------------------------------------
addressed notice that is refused, unclaimed, or undeliverable because of an act
or omission of the party to be notified shall be considered to be effective as
of the first date that the notice was refused, unclaimed, or considered
undeliverable by the postal authorities, messenger, or overnight delivery
service.

               (4) Addresses.
                   ---------

Master Landlord:

Moffett Park Drive LLC
c/o Jay Paul Company
350 California Street, Suite 1905
San Francisco, CA  94111

With copy to:

Thomas G. Perkins, Esq.
99 Almaden Blvd., 8th Floor
San Jose, CA  95113

Sublandlord:

Ariba, Inc.
Attn:  General Counsel
807 Eleventh Avenue
Sunnyvale, CA  94089

With copy to:

Ariba, Inc.
Attn:  Real Estate Manager
807 Eleventh Avenue
Sunnyvale, CA  94089

<PAGE>

Subtenant:

Interwoven, Inc.
1195 West Fremont Avenue
Sunnyvale, CA  94087
Attn:  Tom Smith

With copy to:

Silicon Valley Law Group
Attn:  Lucy Lofrumento, Esq.
152 North Third Street, Ste. 900
San Jose, CA  95112

          (g) Modifications Required by Moffett's Lenders. If any lender of
              -------------------------------------------
Moffett requires a modification of the Sublease (as modified by the Sublease
Consent and this Recognition Agreement) that will not increase Interwoven's cost
or expense or materially and adversely change Interwoven's rights and
obligations, the Sublease shall be so modified and Interwoven shall execute
whatever documents are required by such lender and deliver them to Moffett
within ten (10) days after the request;

          (h) Furniture. Moffett shall have no obligation under the Sublease to
              ---------
provide any of the Furniture described therein and Interwoven shall have no
rights or remedies against Moffett with respect to loss or impairment of, or
interference with Interwoven's right to use, possess or control the Furniture
caused directly or indirectly by Ariba or anyone claiming through Ariba. Moffett
agrees to cooperate with Interwoven in such manner as is reasonably necessary to
assist Interwoven in asserting its rights against Ariba or third parties
claiming through Ariba with respect to such loss, impairment or interference,
provided that Interwoven reimburses Moffett for all of its out of pocket costs
and attorneys' fees incurred in connection with providing such cooperation; and


          (i) Utilities and Services. Moffett's obligations as Sublandlord under
              ----------------------
Paragraphs 7.1 through 7.6 shall apply only with respect to that portion of the
Sublease Premises located in multi-tenant building(s). In no event shall Moffett
be obligated to provide janitorial services for the Sublease Premises. Moffett
may require that Interwoven contract directly for the described utilities and
services.


       6. Master Lease Conflicts. It is the intention of Interwoven and Moffett
          ----------------------
that although the Master Lease terminates upon a Recognition Event, all
references to the Master Lease within the Sublease document shall survive and be
binding upon the two of them and the obligations of Interwoven and Moffett under
the Sublease shall be interpreted as though the Master Lease (as modified by the
Consent to Sublease) were still in effect. To the extent any conflicting Master
Lease provision limits the rights and benefits of Interwoven under the Sublease
prior to the Recognition Event, it shall continue to do so after the Recognition
Event and the parties agree that upon the demand of Moffett, the parties shall
execute an amendment to the Sublease to clarify the control of such Master Lease
provision(s) over the subject matter addressed.

<PAGE>

     7. Termination by Moffett. As part of the consideration for Moffett's
        ----------------------
consent hereunder, Interwoven agrees that the provisions set forth in Sublease
paragraphs 16, 29, 41 and 44 are incorporated herein by this reference as
obligations owed to Moffett by Interwoven with references to "Sublandlord" being
deemed references to Moffett and Interwoven agrees to deliver the (i) Estoppel
Certificate, (ii) financial statements, (iii) writings (including Subordination,
Non-Disturbance and Attornment agreements) described in paragraph 29.3, (iv)
documents described in paragraph 41, or (v) modifications described in paragraph
44 within ten (10) days after Moffett requests same. Each of Interwoven's
obligations under this Paragraph 7 shall be considered an obligation under the
Sublease and, if Interwoven fails to sign and return any documents within said
ten (10) day period, Moffett shall give Interwoven a second notice. If
Interwoven fails to sign and return any such documents within ten (10) days
following receipt of the second notice, Interwoven shall be in Breach under
Subsection 13.1(c) of the Sublease and Moffett may terminate this Recognition
Agreement by giving notice of its election to do so to Interwoven.

     8. Miscellaneous Provisions.
        ------------------------
        (a) This Recognition Agreement, together with the provisions of the
Sublease, Sublease Consent, the Master Lease, the existing Ariba Subordination,
Non-Disturbance and Attornment Agreements from Moffett's lenders, the Interwoven
Subordination, Non-Disturbance and Attornment Agreements from Moffett's lenders
and the Tri-Party Agreement between Moffett, Ariba and Moffett's lenders,
contains the entire agreement among the parties hereto regarding the matters
which are the subject of this Recognition Agreement. The terms, covenants and
conditions of this Recognition Agreement shall apply to and bind the permitted
heirs, successors, assigns, executors and administrators of all the parties
hereto. The parties hereto acknowledge and agree that no rule of construction,
to the effect that any ambiguities are to be resolved against the drafting
party, shall be employed in the interpretation of this Recognition Agreement. If
any provision of this Recognition Agreement is determined to be illegal or
unenforceable, such determination shall not affect any other provisions of this
Recognition Agreement and all such other provisions shall remain in full force
and effect.

        (b) Each of the persons signing this Recognition Agreement on behalf
of the parties certifies that he or she is authorized to execute this
Recognition Agreement and to bind his or her respective party to the terms of
this Recognition Agreement, and that all corporate action necessary to authorize
the execution of this Recognition Agreement by each respective party has been
taken and is presently in force and effect.

        (c) This Recognition Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and when taken together
they shall constitute one and the same Recognition Agreement.

<PAGE>


"MOFFETT"                                "INTERWOVEN"

Moffett Park Drive LLC,                  Interwoven, Inc.,
a California limited liability company   a Delaware corporation




By:  _________________________________   By:  __________________________________


     _________________________________        __________________________________

     (type or print name)                     (type or print name)

Its: _________________________________   Its: __________________________________

<PAGE>


"ARIBA"

Ariba, Inc.,
a Delaware corporation

By:  ______________________________________


     ______________________________________
     (type or print name)


Its: ______________________________________

<PAGE>

                                   EXHIBIT H
                                   ---------

                            ESTOPPEL CERTIFICATE/1/



TO:  _______________________

RE:  Sublease ("Sublease") dated ___________________, by and between ___________
_______________ as Sublandlord, and
____________________________________________________________________________ as
Subtenant, concerning the real property known as: ______________________________
________________________________________________________________________________
("Premises"), which Sublease was amended _______________________________________
(it will be presumed no amendments exist unless they are specified above).


Subtenant/[Sublandlord] hereby certifies as follows:


     1.  True copies of the above-referenced Sublease as amended are attached
hereto marked Exhibit "1" (Attach a copy of Sublease and all amendments.)

     2.  The Sublease term commenced on __________________________ and expires
on __________________.

     3.  The current monthly Base Rent and most recent monthly Subtenant's
         Share of Operating Expense and Master Lease Expenses are as follows:

<TABLE>
<CAPTION>
                                    Amount            Day of Month Due       Paid Up Through
                             ---------------------  ---------------------  --------------------
<S>                          <C>                    <C>                    <C>

Base Rent                    $__________________     __________________     __________________
Operating Expenses
                             $__________________     __________________     __________________
Master Lease Expenses

                             $__________________     __________________     __________________
</TABLE>

No Base Rent, Operating Expenses or Master Lease Expenses have been prepaid
except as reflected in the Sublease.

     4.  The current amount of security deposit held by Sublandlord is
$_____________.

     5.  The Sublease has not been modified, orally or in writing, since its
execution, except as hereinabove identified. The Sublease is in full force and
effect and contains the entire agreement between Sublandlord and Subtenant,
except (if there are no exceptions, write "NONE"):______________________________
________________________________________________________________________________
________________________________________________________________________________

     6.   The improvements and space required to be provided by Sublandlord have
been furnished and completed in all respects [to the satisfaction of Subtenant],
and all promises of an inducement nature by Sublandlord have been fulfilled
except (if there are no exceptions, write "NONE"):______________________________
________________________________________________________________________________


___________________________
/1/ For Subtenant or Sublandlord; differences noted in brackets.

<PAGE>

________________________________________________________________________________
     7.   Subtenant [Sublandlord] has no knowledge of any uncured defaults by
Sublandlord or Subtenant under the Sublease, except (if there are no exceptions,
write "NONE"):__________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

     8.   There are no disputes between Sublandlord and Subtenant concerning the
Sublease, the Premises or the improvements therein or thereon, except (if there
are no exceptions, write "NONE"):_______________________________________________
________________________________________________________________________________
________________________________________________________________________________

     8.   [To the best of Sublandlord's knowledge,] Subtenant is in full and
complete possession of the Premises and has not assigned or sublet any portion
of the Premises, except (if there are no exceptions, write "NONE"):_____________
________________________________________________________________________________
________________________________________________________________________________

     9.   Subtenant has no knowledge of any prior sale, transfer, assignment or
encumbrance of the Sublandlord's interest in the Sublease, except (if there are
no exceptions, write "NONE"):___________________________________________________
________________________________________________________________________________
________________________________________________________________________________

     10.  [To the best of Sublandlord's knowledge,] Subtenant has made no
alterations or additions to the Premises, except (if there are no exceptions,
write "NONE"):__________________________________________________________________
________________________________________________________________________________

If alterations or additions have been made by Subtenant, Subtenant [Sublandlord]
represents that to its knowledge, all such alterations and additions were done
in accordance with the terms of the Sublease and in compliance with all
applicable laws, rules and regulations, except (if there are no exceptions,
write "NONE"):__________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

     11.  Subtenant [Sublandlord] is not currently the subject of a bankruptcy
proceeding and to its knowledge Sublandlord [Subtenant] is not involved in such
a proceeding, except (if there are no exceptions, write "NONE"):________________
________________________________________________________________________________
________________________________________________________________________________

     12.  Subtenant [Sublandlord] is aware that buyers, lenders and others will
rely upon the statements made in this Estoppel Certificate, and has therefore
adjusted the language hereof as necessary to make it an accurate statement of
the current facts concerning the Sublease.  If no such adjustments have been
made, said parties may rely upon the statements in this form as printed.

     13.  Additional items (if there are no additional items, write "NONE"):____
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


<PAGE>

DATE:  _________________________
       (Fill in date of execution)



                              _________________________________________
                              _________________________________________


                              By:______________________________________

                              Name Printed:____________________________

                              Title:___________________________________

<PAGE>

                                  Exhibit "1"
                            To Estoppel Certificate

                (Attach a copy of Sublease and any amendments.)

<PAGE>

                                   EXHIBIT I
                                   ---------

                             WORK LETTER AGREEMENT

This Work Letter Agreement ("Agreement") is made pursuant to and as a part of
that certain Amended and Restated Sublease ("Sublease") dated as of June 28,
2001, by and between Ariba, Inc., a Delaware corporation ("Sublandlord") and
Interwoven, Inc., a Delaware corporation ("Subtenant") covering the Premises.
Capitalized terms used herein without definition shall have the same meaning as
in the Sublease. The provisions of this Work Letter Agreement shall supercede
any directly conflicting provisions of the Sublease; otherwise, the terms and
conditions of the Sublease shall apply. In consideration of the mutual covenants
contained in this Agreement and in the Sublease, Sublandlord and Subtenant
hereby agree as follows:

  1.  Construction of Subtenant Improvements.  At Subtenant's sole cost and
      --------------------------------------
expense, including payment on demand of (i) all related out-of-pocket costs
incurred by Sublandlord and (ii) all related costs to which Master Landlord is
entitled under the Master Lease, Subtenant shall construct, no later than
December 31, 2001 (with an extension of one day for each day of delay caused by
force majeure), certain interior improvements on Floor One of Building One
(which floor is defined as "B1F1") and the work necessary to create increased
cooling capacity from the roof of Building One to supply the data center to be
constructed on B1F1 ("Building Improvements") and certain exterior improvements
outside of Building One (a shipping and receiving area, including a load leveler
and a roll-up door, and a backup generator, the "Exterior Improvements")
(collectively the Building Improvements and the Exterior Improvements are
referred to as the "Subtenant Improvements") in conformance with the Approved
Plans described below and subject to all the terms and conditions of the Master
Lease, the Sublease, and this Agreement. Sublandlord shall not charge any
oversight fees or supervisory fees pertaining to the Subtenant Improvements.

  The Subtenant Improvements and the construction thereof shall comply in all
respects with the terms and conditions of the Sublease, except to the extent
directly contradicted by this Agreement.  Nothing in this Agreement shall be
construed to in any way to limit the rights of Master Landlord under the Master
Lease and the requirement that the Subtenant Improvements and the construction
thereof shall comply in all respects with the terms and conditions of the Master
Lease. By way of example only, all approvals of Sublandlord described in or
pursuant to this Agreement are expressly conditioned on Master Landlord's
explicit, unconditional approval of the matter approved by Sublandlord.

  2.  Preparation of Preliminary and Final Plans.
      ------------------------------------------

      (a) Preliminary Plans.  Subtenant has prepared and delivered to
          -----------------
Sublandlord conceptual plans for the Subtenant Improvements (a copy of which is
attached hereto as Attachment 1, the "Conceptual Plans"), which have been
approved by Sublandlord. Based on the Conceptual Plans and in conformance
therewith, Subtenant shall prepare preliminary design drawings and
specifications for the Subtenant Improvements ("Preliminary Plans"), and shall
deliver such Preliminary Plans to Sublandlord for approval. Sublandlord
acknowledges and approves Subtenant's use of DES to prepare the Preliminary
Plans for the Exterior Improvements, and Arc-Tec to prepare the Preliminary
Plans for the Building Improvements. All specifications for the Subtenant
Improvements shall be in accordance with the Interior Specification Standards
attached to the "Work Letter" (Exhibit C to the Master Lease) as Schedule One,
except as otherwise approved, upon request of Subtenant, by Sublandlord and
Master Landlord in their sole discretion.

<PAGE>

     (b)  Revision of Preliminary Plans. Within three (3) business days after
          -----------------------------
the actual receipt of the Preliminary Plans to Sublandlord, Sublandlord shall
approve, in writing, the Preliminary Plans or inform Subtenant in writing of
Sublandlord's specific objections to such Preliminary Plans, which objections
must be reasonable. Provided that such Preliminary Plans conform to the
Conceptual Plans, Sublandlord shall not withhold its approval of the Final
Plans. If Sublandlord does not provide such a writing within three (3) business
days after actual receipt of Subtenant's Preliminary Plans, then the Preliminary
Plans shall be deemed to be approved by Sublandlord. In the event that
Sublandlord has specific objections, the parties shall reach agreement as to
what revisions should be made as soon as reasonably practicable.

     (c)  Final Plans. Once an agreement has been reached regarding revisions to
          -----------
the Preliminary Plans, Subtenant shall prepare final plans and specifications
and working drawings ("Final Plans") for the Subtenant Improvements. The Final
Plans will address only the work that is in excess of the "B1F1 Shell Work" (a
detailed description of the B1F1 Shell Work is attached hereto as Attachment 2).
Within three (3) business days after the actual receipt of the Final Plans to
Sublandlord, Sublandlord shall approve, in writing, the Final Plans or inform
Subtenant in writing of Sublandlord's specific objections to such Final Plans,
which objections must be reasonable. Provided that such Final Plans conform to
the Preliminary Plans, Sublandlord shall not withhold its approval of the Final
Plans. If Sublandlord does not provide such a writing within three (3) business
days after actual receipt of Subtenant's Final Plans, then the Final Plans shall
be deemed to be approved by Sublandlord. In the event that Sublandlord has
specific objections, the parties shall reach agreement regarding changes to the
Final Plans as soon as is reasonably practicable.

     (d)  Sublandlord's Approval. Sublandlord's approval of the Preliminary
          ----------------------
Plans and/or the Final Plans shall in no way be deemed to imply that the
Subtenant Improvements comply with applicable laws, ordinances or codes, or any
implied warranty of the adequacy or sufficiency of the design or quality of any
items shown therein. Sublandlord makes no representation or warranty whatsoever
with regard to the probability of approval of the Subtenant Improvements by
Master Landlord or any other applicable authority. Sublandlord shall reasonably
cooperate with Subtenant to obtain Master Landlord's approval and shall sign any
documents required to enable Subtenant to obtain a building permit and whatever
authorizations are reasonably required to proceed with the Subtenant
Improvements when requested by Subtenant. Sublandlord shall not be deemed to
have waived its right to approve or disapprove the Final Plans if Sublandlord
has not approved the Final Plans at the time it signs such documents.

     (e)  Cost Statement. Sublandlord acknowledges and approves Subtenant's use
          --------------
of SC Builders for completing construction of the Subtenant Improvements.
Subtenant shall request and obtain from SC Builders a written commitment for
completing construction of the Subtenant Improvements in accordance with the
Final Plans. SC Builders will bid out each of the subcontractors. Sublandlord's
approval of SC Builders as the general contractor for construction of the
Subtenant Improvements is conditioned on SC Builders status as a union
contractor, which Subtenant hereby represents is true and correct. All
subcontractors, laborers, materialmen, and suppliers shall conduct their
activities in and around the Premises, Buildings and Project in a harmonious
relationship with all other subcontractors, laborers, materialmen and suppliers
at the Premises, Buildings and Project, and, if necessary, union labor shall be
employed to achieve such harmonious relations.

     (f)  Governmental Approvals. Subtenant, its architect or its contractor
          ----------------------
shall submit the Final Plans to the appropriate governmental authorities for
approval. If the governmental authorities

<PAGE>

require any changes, Sublandlord and Subtenant shall reasonably cooperate to
incorporate such changes into the Final Plans, and neither party shall
unreasonably withhold or delay its approval of such changes. Once all required
approvals of the Final Plans have been obtained from Sublandlord, Master
Landlord and all appropriate governmental authorities, the Final Plans shall be
deemed the "Approved Plans".

     (g)  Designation by Sublandlord regarding Removal of Subtenant
          ---------------------------------------------------------
Improvements. Unless required by Master Landlord, Sublandlord shall not require
------------
any of the Subtenant Improvements to be removed prior to the end of the Sublease
Term (or extension thereof) or sooner termination. If Master Landlord requires
such removal and restoration, such costs shall be at Subtenant's sole cost and
expense. Subject to the provisions of the Master Lease and Master Landlord's
rights thereunder, Sublandlord acknowledges and agrees that the back up
generator to be installed as part of the Exterior Improvements shall be deemed a
Trade Fixture, remain the property of Subtenant upon the expiration, or sooner
termination of the Sublease, and removal of such shall be subject to the
restoration obligations set forth in Paragraph 8.4 (c) of the Sublease.

     (h)  Insurance.
          ---------

          i.    General Coverages. Subtenant's General Contractor (defined
below) shall carry worker's compensation insurance covering all of their
respective employees, and shall also carry commercial general liability
insurance, including property damage, all with limits, in form and with
companies as are required to be carried by Subtenant as set forth in Paragraph 9
of the Sublease.

          ii.   Special Coverages. Subtenant shall carry "Builder's All Risk"
insurance in an amount approved by Sublandlord covering the construction of the
Subtenant Improvements, and such other insurance as Sublandlord may require, it
being understood and agreed that the Subtenant Improvements shall be insured by
Subtenant pursuant to Paragraph 9 of the Sublease immediately upon completion
thereof. Such insurance shall be in amounts and shall include such extended
coverage endorsements as may be reasonably required by Sublandlord. including,
but not limited to, the requirement that Subtenant's General Contractor shall
carry excess liability and Products and Completed Operation Coverage insurance,
each in amounts not less than $1,000,000 per incident, $2,000,000 in aggregate,
and in form and with companies as are required to be carried by Subtenant as set
forth in Paragraph 9 of the Sublease.

          iii.  General Terms. Certificates for all insurance carried pursuant
to this Section 2(h) shall be delivered to Sublandlord before the commencement
of construction of the Subtenant Improvements and before any contractor's
equipment is moved onto the site. All such policies of insurance must contain a
provision that the company writing said policy will give Sublandlord thirty (30)
days' prior written notice of any cancellation or lapse of the effective date or
any reduction in the amounts of such insurance. In the event that the Subtenant
Improvements are damaged by any cause during the course of the construction
thereof, Subtenant shall immediately repair the same at Subtenant's sole cost
and expense. Subtenant's General Contractor shall maintain all of the foregoing
insurance coverage in force until the Subtenant Improvements are fully completed
and accepted by Sublandlord, except for any Products and Completed Operation
Coverage insurance required by Sublandlord, which is to be maintained for ten
(10) years following completion of the work and acceptance by Sublandlord and
Subtenant. All policies carried under this Section 2(h) shall insure Master
Landlord, Sublandlord and Subtenant, as their interests may appear, as well as
Subtenant's General Contractor. All insurance, except Workers' Compensation,
maintained by Subtenant's General Contractor shall preclude subrogation claims
by the insurer against anyone insured thereunder. Such insurance shall provide
that it is primary insurance with respect to the Sublandlord and that any other
insurance maintained by Sublandlord is excess and

<PAGE>

noncontributing with the insurance required hereunder. The requirements for the
foregoing insurance shall not derogate from the provisions for indemnification
of Sublandlord by Subtenant under the Sublease or Section 4(g) of this
Agreement.

  3.  Change Orders.  No material changes, modifications or alterations in the
      -------------
Approved Plans or in the Subtenant Improvement work pursuant thereto
(collectively referred to as "Change Orders") shall be made by Subtenant without
the prior written consent of Sublandlord, which consent shall not be
unreasonably withheld or delayed.  Sublandlord will respond to Subtenant's
submission of all requests for Change Orders for Sublandlord approval within
three (3) business days from Sublandlord's actual receipt.  All requests for
Change Orders shall be made in writing.  Once approved in writing, such Change
Orders shall become a part of the Approved Plans.  Without limiting the
foregoing, a Change Order shall be automatically deemed "material" if such
Change Order exceeds Ten Thousand Dollars ($10,000) in cost.

4.    Miscellaneous.
      -------------

      (a)  Assumption of the Risk. Subtenant accepts, assumes and shall be
           ----------------------
solely responsible for all risks for the construction and installation of the
Subtenant Improvements other than for risks resulting from the gross negligence
or willful misconduct of Sublandlord or Sublandlord's employees, agents,
contractors or subcontractors.

      (b)  Time of the Essence. Time is of the essence in each and every
           -------------------
provision of this Agreement.

      (c)  As Built Plans. Within 60 days following the substantial completion
           --------------
of the Subtenant Improvements, Subtenant shall provide Sublandlord and Master
Landlord with a set of "as built" plans, drawings and specifications for the
Subtenant Improvements.

      (d)  No Partnership. Nothing in this Agreement shall cause Sublandlord and
           --------------
Subtenant to be partners or joint venturers.

      (e)  Early Access. As soon a reasonably practical but no later than August
           ------------
1, 2001, Sublandlord shall deliver B1F1 to Subtenant with the B1F1 Shell Work
completed, to Subtenant, in accordance with the terms of Paragraph 6.1(a) of the
Sublease, subject to the completion of all items set forth on a written
punchlist (prepared by Master Landlord and Sublandlord with the participation of
Subtenant as described below). The terms of Paragraph 6.1(a) of the Sublease
shall apply to B1F1, including the parties' respective obligations described
therein. Sublandlord acknowledges and agrees that Subtenant shall be notified at
least 48 hours prior to Sublandlord's walk through of B1F1 with Master
Landlord's representative (during which walk through the parties intend to
prepare the punchlist of open items remaining to complete the B1F1 Shell Work,
which Master Landlord is constructing pursuant to the Master Lease) and
Subtenant and Subtenant's architect(s) shall have the right to participate in
such walk through and shall be entitled to review and comment on the punchlist
prior to its submission to Master Landlord. Master Landlord and its
representatives shall be provided reasonable access to complete any B1F1 Shell
Work and Subtenant shall cause its contractors and others working on the
Subtenant Improvements to reasonably accommodate such completion of the B1F1
Shell Work.

      Subtenant's early access granted under this Agreement shall be (i) for the
sole and exclusive purpose of construction of the Subtenant Improvements and for
installing Subtenant's furniture, communications system, equipment and
furnishings and (ii) subject to all of the terms, covenants and

<PAGE>

conditions of this Sublease (including, but not limited to, all of Subtenant's
obligations regarding indemnity and insurance); provided, however, that
Subtenant shall have no obligation to pay Base Rent on B1F1 for the period prior
to October 1, 2001, and Subtenant's obligation to pay Sublease Expenses for B1F1
shall be abated (i.e., the calculation of Subtenant's Share for Sublease
Expenses purposes shall not include the rentable area of B1F1) for the period
prior to January 1, 2002. The early access granted under this Agreement shall
not advance the Sublease Commencement Date or the Expiration Date (or any
extension thereof) or Option Term expiration date. Notwithstanding the foregoing
and the contents of Attachment 2, the carpeting described in Attachment 2 will
not be installed as part of the B1F1 Shell Work delivered by Sublandlord to
Subtenant; instead, the carpeting will be provided free of charge to Subtenant
and Subtenant shall be required to install said carpeting as part of the
Subtenant Improvements and at its sole cost and expense. Sublandlord will also
provide ceiling tiles free of charge to Subtenant and Subtenant shall be
required to install said ceiling tiles as part of the Subtenant Improvements and
at its sole cost and expense.

Prior to the commencement of any Subtenant Improvement work on B1F1, Sublandlord
shall erect barriers and take other appropriate measures to completely segregate
and secure the areas of B1F1 in which construction of the Subtenant Improvements
will take place ("Construction Zone") from the remainder of B1F1, leaving access
routes to and from Building entrances and emergency exits to enable access to
and exit from the upper floors of Building One ("Access Routes").  Subtenant
shall prevent entry into the Construction Zone by all persons other than
persons, such as construction workers and inspectors, who require access.
During the period from the delivery of B1F1 by Sublandlord as described in this
Agreement until completion of construction of the Subtenant Improvements and
issuance of a certificate of occupancy ("Construction Period"), Subtenant shall
keep in place the construction barriers and other Construction Zone segregation
measures and shall cause all employees, independent contractors, agents,
invitees and guests to use, exclusively, the Access Route, for ingress and
egress to the other floors of Building One for which Subtenant has access
rights.  Subtenant shall be fully and solely responsible for the safety of
persons using the Access Route and their property and all other persons and
property on B1F1 during the Construction Period.  Subtenant's access to and
entry on B1F1 during the Construction Period shall be entirely at Subtenant's
own risk. Subtenant shall not occupy any portion of B1F1 until the end of the
Construction Period.  Subtenant's obligations under the Sublease and this
Agreement, including but not limited to Subtenant's obligation to pay all Base
Rent attributable to B1F1 for the period beginning October 1, 2001, shall in no
way be reduced or limited by virtue of any delay or any other problem in
connection with the construction of the Subtenant Improvements, for any reason
whatsoever.

      At a mutually agreeable time during the Construction Period, Subtenant
shall be provided limited access to the roof other necessary areas of Building
One for the sole and exclusive purpose of engineering analysis and construction
of the portion of the Subtenant Improvements requiring such access, i.e.
creation of increased cooling capacity from the roof of Building One to supply
the data center to be constructed on B1F1. Such access shall be subject to all
of the terms, covenants and conditions of this Sublease (including, but not
limited to, all of Subtenant's obligations regarding indemnity and insurance and
all restrictions and requirements of the Department of the Air Force and/or
Onizuka Air Station pertaining to use of and access to the roofs of the
Buildings).

      (f)  Representatives. Subtenant has designated Tom Smith and Rudy Randez
           ---------------
as its sole representative(s) with respect to the matters set forth in this
Agreement, who, until further notice to Sublandlord, shall have full authority
and responsibility to act on behalf of Subtenant as required in this Agreement.
Sublandlord has designated Darren Wilford and Steve Payne as its sole
representative(s) with respect to the matters set forth in this Agreement, who,
until further notice to

<PAGE>

Subtenant, shall have full authority and responsibility to act on behalf of
Sublandlord as required in this Agreement.

      (g)  Indemnity.  Subtenant's indemnity as set forth in Paragraph 10 of the
           ---------
Sublease (including any limitations or restrictions set forth therein) shall
apply with respect to any and all costs, losses, damages, injuries and
liabilities related in any way to any act or omission of Subtenant or
Subtenant's contractors, subcontractors, laborers, materialmen, suppliers and
design professionals and other hirees, or anyone directly or indirectly employed
by any of them, or in connection with Subtenant's non-payment of any amount
arising out of the Subtenant Improvements and/or Subtenant's disapproval of all
or any portion of any request for payment. Such indemnity by Subtenant, as set
forth in Paragraph 10 of the Sublease, shall also apply with respect to any and
all costs, losses, damages, injuries and liabilities related in any way to
Sublandlord's and Master Landlord's performance of any ministerial acts
reasonably necessary (i) to permit Subtenant to complete the Subtenant
Improvements, and (ii) to enable Subtenant to obtain any building permit or
certificate of occupancy for the Premises.

      (h)  Security Deposit. Prior to the commencement of construction of the
           ----------------
Subtenant Improvements, Subtenant shall deposit with Sublandlord irrevocable,
unconditional, standby letter of credit in a form substantially similar to the
form attached to the Sublease as Exhibit F in the amount of one million dollars
($1,000,000), with Sublandlord as beneficiary ("Construction Security Deposit").
The letter of credit shall be issued by an Issuer (as defined in the Sublease).
The final form of the letter of credit, the identity of the Issuer, and the form
of any replacement letter of credit shall be acceptable to Sublandlord in its
sole discretion. Sublandlord may draw down on the letter of credit in whole or
in part and in such amounts as it deems appropriate in its sole discretion if
Subtenant fails to comply with any of its obligations under this Agreement or
the Sublease relating to the Subtenant Improvements (including, without
limitation, full and timely payments of amounts due under Subtenant's
construction contracts) and such failure continues for a period of ten (10)
business days after Sublandlord delivers written notice to Subtenant specifying
such failure. Sublandlord shall return the aforesaid letter of credit upon the
lien free completion of the Subtenant Improvements, payment of all amounts due
to the general contractor for the Subtenant Improvements, and acceptance of same
by Sublandlord, provided that if those events have not occurred prior to
expiration of the letter of credit, Sublandlord shall be entitled to draw on
said letter of credit in an amount equal to any amount then outstanding with
respect to the construction of the Subtenant Improvements or for any other
amount then due or unpaid under this Sublease.

      (i)  Requirements of Subtenant's General Contractor. Subtenant shall cause
           ----------------------------------------------
SC Builders (or any replacement general contractor) ("Subtenant's General
Contractor") to provide an express written warranty that the portion of the
Subtenant Improvements for which it is responsible shall be free from any
defects in workmanship and materials for a period of not less than one (1) year
from the date of completion thereof, such that SC Builders (or any replacement
general contractor) is responsible for the replacement or repair, without
additional charge, of all work done or furnished in accordance with its contract
that shall become defective within one (1) year after completion of the work
performed by such contractor. The correction of such work shall include, without
additional charge, all additional expenses and damages incurred in connection
with such removal or replacement of all or any part of the Subtenant
Improvements, and/or the Building and/or Common Areas that may be damaged or
disturbed thereby.. Subtenant covenants to enforce any contractor guarantees for
the benefit of Sublandlord where Sublandlord's interests may appear and, if
necessary to give Sublandlord the full benefit of such protection, shall give to
Sublandlord any assignment or other assurances which may be necessary to effect
a right of direct enforcement.

<PAGE>

SUBLANDLORD:                     SUBTENANT:


ARIBA, INC.,                            INTERWOVEN, INC.,
a Delaware corporation                  a Delaware corporation


By: ________________________________    By: _______________________________

Title: _____________________________    Title: ____________________________

Date: ____________________              Date: ___________________

<PAGE>

                                 ATTACHMENT 1

                               Conceptual Plans

Conceptual Plans


[INSERT GRAPHIC OF CONCEPTUAL PLANS - PAGE 1 OF 2 GRAPHIC HERE.]

Conceptual Plans - Page 1 of 2

[Graphic shows a lay out of the floor plan indicating locations of areas
including cubicles, class rooms, break areas, restrooms, electrical rooms,
server room, storage areas, etc.]


[INSERT CONCEPTUAL PLANS - PAGE 2 OF 2 GRAPHIC HERE.]


Conceptual Plans Exhibit - Page 2 of 2

[Graphic shows Building 1 (including shipping and receiving areas), parking
areas and a parking structure.]

<PAGE>

                                 ATTACHMENT 2

                                B1F1 Shell Work

                            SUPPLEMENTAL INSTRUCTIONS


Owner       [X] Moffet Park Drive LLC
Contractor  [X] Rudolph & Sletten
Architect   [X] DES Architects + Engineers

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

PROJECT:    Moffet Park - Ariba        SUPPLEMENTAL        N
            Tenant Improvements        INSTRUCTION
            Sunnyvale, CA


OWNER:      Moffet Park Drive, LLC     DATE OF             4/13/01
            150 California Street      ISSUANCE:
            Suite 1905
            San Francisco, CA 94111


TO:         Rudolph & Sletten          ISSUED BY:          Michael Aymerich, AIA
            989 E. Hillsdale Blvd.     Project Manager
            Hillsdale, CA 94089


CONTRACT:   Tenant Improvement         DES PROJECT NO:     9019.05
FOR:


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


The Work shall be carried out in accordance with the following supplemental
instructions issued in accordance with the Contract Documents without change in
Contract Sum or Contract Time. Proceeding with the Work in accordance with these
instructions indicates your acknowledgment that there will be no change in the
Contract Sum or Contract Time. If a change in Contract Sum or Contract Time is
believed to be involved, issue a proposed change order for approval.

<PAGE>

ARCHITECTURAL

Item 1 TA0. Title Sheet (attached)
       ---------------------------
A - Revise Drawing Index

Item 2 TA0.2 Legend and Notes (attached)
       ---------------------------------
A - Reflected Ceiling Plan Key Notes; Add note 26
B - Finish Key Notes - Revise 14 and 15
C - Interior Signage note added: Coordinate the interior signage with the latest
changes on the floor plans as; Offices: they have the 2-1/2" clear plastic
bottom Conference Rooms: they have a 3-1/2" clear plastic bottom

Item 3 TA2.1-1 First Floor Plan - Building 1 (attached)
       ------------------------------------------------
A - General revisions

Item 4 TA5.1d First Floor Door Schedule - Building 1 (attached)
       --------------------------------------------------------
A - General revisions

Item 5 TA5.3 Interior Elevations (attached)
       ------------------------------------
A - Revise elevation 9

Item 6 TA6.1-1 First Floor Reflected Ceiling Plan - Building 1 (attached)
       ------------------------------------------------------------------
A - General revisions

Item 7 TA9.4 Details (attached)
       ------------------------
A - Add detail 25

Item 8 TA 10.1-1 First Floor Finish Plan - Building 1 (attached)
       ---------------------------------------------------------
A - General revisions

MECHANICAL

Item 1 TM1.2 Schedules (attached)
       --------------------------
A - Refer to the Air Handling Unit Schedule; Delete AH113 as shown.
B - Refer to the Exhaust Fan Schedule; Delete EF1-3 as shown.

Item 2 TM1.3 Building 1 Terminal Unit Schedules (attached)
       ---------------------------------------------------
A - Refer to the Terminal Unit Schedule; Revise all of the first floor terminal
units as shown.

Item 3 TM2.1-1 Building 1 - 1st Floor Mechanical Plan (attached)
       ---------------------------------------------------------
A - Revise the entire mechanical plan as shown. All of the meeting rooms and
kitchen areas have been removed. Entire area is now open office as shown.

<PAGE>

Item 4 TM2.5-1 Building 1 - Mechanical Roof Plan (attached)
       ----------------------------------------------------
A - Delete exhaust fan EF1-3 as shown.

Item 5 TM6.1 Building 1 Mechanical Title 24 (Attached)
       -----------------------------------------------
A - Revise the MECH-3 sheet for the first floor as shown.

PLUMBING

Item 1 TP2.1-1 Building 1 - First Floor Plumbing Plan (attached)
       ---------------------------------------------------------
A - Delete the above slab plumbing for the toilet room and janitor's closet
located near column 7.4 and E.

Item 2 TP3.3 Building 1 & 4 Enlarged Plumbing Plans (attached)
       -------------------------------------------------------
A - Refer to Enlarged Kitchen Plan #4; Delete all above slab plumbing as shown.
Remove floor sinks and trough drain and cap all waste lines below slab. Cap all
vent risers below slab.

ELECTRICAL

Item 1 TE0.2 Title 24 Calculations - Building 1 & 2
       --------------------------------------------
A - Revise the Title 24 Lighting Calculations for Building 1 as shown.

Item 2 TE2.1P-1 First Floor Power & Signal Plan - Building 1
       -----------------------------------------------------
A - Revise entire electrical plan as shown. All of the meeting rooms and kitchen
areas have been removed. Entire area is now open office as shown.

Item 3 TE2.1L-1 First Floor Lighting Plan - Building 1
       -----------------------------------------------
A - Revise entire lighting plan as shown. All of the meeting rooms and kitchen
areas have been removed. Entire area is now open office as shown.

                         END OF SUPPLEMENTAL INSTRUCTION

[LOGO APPEARS HERE]

[INSERT GRAPHICS HERE.]

                                            Ariba, Inc.
                                            Building 1 1st Floor Only
                                            Moffett Park
                                            1111 Lockheed Martin Way
                                            Sunnyvale, California
                                            Addendum 5 Revised
                                            April 13, 2001

<PAGE>

[A series of graphics are included in Addendum 5 Revised, which were prepared by
DES Architects/Engineers and approved on June 18, 2001 by Timothy F. Hennessy,
Vice President of Jay Paul Company.

Sheet TAO.1 Title Sheet (includes graphic legend, abbreviations, general notes,
sheet index, project data, energy conservation, handicapped accessibility,
location map, owner, general contractor and project team)

Sheet TAO.2 Legend & Notes (includes finish legend, interior signage, finish
keynotes, finish notes, finish notes, Bldg. 4 only, floor plan general notes,
floor plan key notes, wall legend, reflected ceiling plan legend and reflected
ceiling plan key/notes)

Sheet TA2.1-1 First Floor Plan Bldg. 1 (diagram of the floor plan of the first
floor of building 1)

Sheet TA5.1d 1st Floor Bldg. 1 & 4 Door Schedule (includes details of door
location, type, size, frame door schedule for doors on floor 1 of buildings 1 &
4)

Sheet TA5.3 Interior Elevation (floor plan of the lobby elevations and feature
walls for buildings 1, 2, 3 and 4)

Sheet TA6.1-1 First Floor Reflected Ceiling Plan, Building 1 (diagram of the
reflected ceiling in building 1, first floor)

Sheet TA9.4 Doors & Windows Details (includes construction details of pocket
doors, shaft enclosure, aluminum frame details, etc.)

Sheet TA10.1-1 1st Floor Finish Plan Bldg. 1 (diagram of the finished floor plan
of floor 1 of building 1)

Sheet TM1.2 Schedules (includes schedules of materials to be used for the air
distribution, expansion tank, boiler, pump, sound trap, exhaust fan, air cooled
chiller, head pump, A/C unit, computer room and air handling unit)

Sheet TM1.3 Building 1 Terminal Unit Schedules (includes schedules of materials
to be used for terminal unit for building 1)

Sheet TM2.1-1 Building 1, 1st Floor Mechanical Plan (diagram of the mechanical
plan for building 1, floor 1)

Sheet TM2.5-1 Building 1 Mechanical Roof Plan (a diagram of the mechanical roof
plan for building 1)

Sheet TM6.1 Building 1 Mechanical Title 24 (includes details of mechanical
ventilation, mechanical sizing and fan power, mechanical equipment summary,
mechanical ventilation and certificate of compliance)



<PAGE>

Sheet TP2.1-1 Building 1 1st Floor Plumbing Plan (a diagram of the plumbing for
building 1, 1st floor)

Sheet TP3.3 Building 1 & 4 Enlarged Plumbing Plans (enlarged diagrams of the
kitchen plumbing plan, the waste & vent plumbing plans and the piping plan for
buildings 1 & 4)

Sheet TE0.2 Title 24 Calculation Building 1 & 2 (includes Title 24 lighting
mandatory measures and the lighting compliance summary and certificate of
compliance for buildings 1 & 2)

Sheet TE2.1P-1 First Floor Power Plan - Building 1 (diagram of the power plan of
building 1, 1st floor)

<PAGE>

                                   EXHIBIT J
                                   ---------

                          CAFETERIA ACCESS AGREEMENT

                       Memorandum of Understanding (MOU)


Pursuant to Section 1.3 of the Sublease, the parties agree to negotiate in good
faith, and try to finalize as soon as reasonably practicable, the terms and
conditions of a Cafeteria Access Agreement regarding the proposed cafeteria
within the Project. Such negotiations will be based on the basic business
provisions set forth below. If, despite using good faith efforts, the parties do
not mutually execute a definitive written Cafeteria Access Agreement within six
(6) months after the Effective Date of the Sublease, then all obligations to
negotiate shall cease.

This MOU is intended to set forth and summarize the current mutual
understandings of the parties with respect to anticipated commitments and
agreement as set forth below. Neither party intends for this MOU to create any
legally binding or enforceable right or obligation for either party. The parties
agree to proceed at their own risk and expense regarding the subject matter of
this MOU until execution of separate written agreements or termination of
negotiations, whichever is earlier.

The basic business provisions for the proposed Cafeteria Access Agreement are as
follows:


 .    Subtenant shall pay Subtenant's Share (as calculated from time to time in
accordance with the Sublease) of the Sublease Expenses allocable to the space
occupied by the cafeteria (approximately 21, 000 square feet) commencing as of
the date the cafeteria becomes operational.

 .    Subtenant shall also pay Subtenant's pro rata share (or 36.85% of the
Project) of any loss incurred as a result of operating and/or managing the
cafeteria as a business unit (excluding any costs for Sublease Expenses
otherwise paid as described above) commencing as of the date cafeteria becomes
operational.

 .    Subtenant shall not be responsible, directly or indirectly, for any Base
Rent or equivalent amounts for the space occupied by the cafeteria.

 .    Sublandlord shall consult with Subtenant in the vendor selection process
for the operation of the cafeteria, but the ultimate selection will be made by
Sublandlord.

<PAGE>

                                   EXHIBIT K
                                   ---------

                        FITNESS CENTER ACCESS AGREEMENT

                          Memorandum of Understanding



Pursuant to Section 1.3 of the Sublease, the parties agree to negotiate in good
faith, and try to finalize as soon as reasonably practicable, the terms and
conditions of a fitness center Agreement regarding the proposed fitness center
within the Project. Such negotiations will be based on the basic business
provisions set forth below. If, despite using good faith efforts, the parties do
not mutually execute a definitive written Fitness Center Access Agreement within
six (6) months after the Effective Date of the Sublease, then all obligations to
negotiate shall cease.


This MOU is intended to set forth and summarize the current mutual
understandings of the parties with respect to anticipated commitments and
agreement as set forth below. Neither party intends for this MOU to create any
legally binding or enforceable right or obligation for either party. The parties
agree to proceed at their own risk and expense regarding the subject matter of
this MOU until execution of separate written agreements or termination of
negotiations, whichever is earlier.


The basic business provisions for the proposed Fitness Center Access Agreement
are as follows:


 .         Subtenant shall pay for a share of the fitness center usage, which is
targeted to become operational during the month of October 2001 based on seven
hundred memberships at $35/each/month ($24,500) for the specific use of the
fitness center.

 .         Subtenant shall not be responsible, directly or indirectly, for any
base rent or equivalent amounts for the space occupied by the fitness center

 .         The Sublandlord shall require the fitness center provider to ensure
efficient usage of the facility for all members.

 .         The number of memberships shall be limited to appropriate usage once
the selection and installation of equipment is decided upon in October 2001.

<PAGE>

                                   EXHIBIT L
                                   ---------

                        JANITORIAL SERVICES DESCRIPTION

                           Janitorial Specifications
                           -------------------------


                   Hours: Monday -Thursday 6:00PM to 2:00AM

                            Sunday 8:00AM to 5:00PM


General Office Space

Daily

 .    Replace and straighten chairs in conference rooms
 .    Vacuum carpeted floor areas
 .    Sweep or vacuum (as appropriate) non-carpeted floor areas
 .    Empty trash receptacles (including recycling bins)
 .    Remove loose ground trash
 .    Dust blinds
 .    Clean/dust general use areas (please note - items on desk are not to be
     moved)
 .    Wipe off scuff marks and stains on walls
 .    Clean whiteboards and whiteboard trays as per request
 .    Empty recycling containers
 .    Spot clean glass partitions and doors
 .    Turn off all lights
 .    Straighten chairs
 .    Detailed dusting (including cube walls and signage)
 .    Office doors to be left as found (locked or unlocked)
 .    Spot clean interior windows
 .    Keep external Trash dumpster areas clean & clear of debris
 .    Recycle program to include glass, aluminum, paper & cardboard

Weekly

 .    Clean interior windows

As needed

 .    Clean floors and walls as stains appear
 .    Detail cleaning of work surfaces, shelving during company shut downs

Bathrooms
---------

Daily

 .    Clean and disinfect toilets, urinals and sinks
 .    Replenish toilet paper, toilet seat sanitary covers, paper towels, sanitary
     napkins and soap
 .    Dispose of used sanitary napkins
 .    Mop bathroom floors & sanitize
 .    Clean mirrors
 .    Wipe down and sanitize partition walls
 .    Clean and disinfect showers

Weekly
 .    Dust and wipe down lockers

<PAGE>

 .   Report locked lockers (as needed)

Biweekly

 .   Buff tile floors

Floor Service

 .   Perform terrazzo floor maintenance as follows:
 .   Apply Super Stripper manufactured by SurTec to strip floor of wax
 .   Apply Buff distributed by Guardian Janitorial Supply and machine buff at low
    rpm

Reception Lobby Area

Daily

 .   Dust/polish the front desk
 .   Spot mop floor
 .   Spot clean glass
 .   Straighten furniture
 .   Spot clean furniture

Weekly

 .   Wipe down leather chairs

Bathrooms

Daily
 .   Clean countertops
 .   Replenish all supplies
 .   Basic cleaning

Customer Cafe

Daily

 .   Spot mop floors
 .   Wipe down tables
 .   Spot clean windows
 .   Wipe down refrigerator interior
 .   Spot clean chairs

Weekly

 .   Wipe down refrigerator interior
 .   Wipe down chairs

Conference Rooms

Daily

 .   Clean Whiteboards
 .   Clean/polish tables
 .   Straighten chairs
 .   Empty trash/recycle bins

<PAGE>

                                   EXHIBIT M
                                   ---------

                 ADDITIONAL ENVIRONMENTAL REPORT AND MATERIALS

3.  Letter from Major Ronald E. Thompson, Jr., Department of the Air Force,
    dated February 11, 2000 to the Major Ronald E. Thompson, Jr., Onizuka Air
    Station, and the Department of Community Development re: Moffett Park Drive
    APN 110-02-067, with the 738 EIS Engineering Report, dated 13-17 January
    2000, prepared by Air Force Materiel Command and identified as 738 EIS-EMC-
    00-02.

4.  Letter from Mr. Peter Polson, Ph.D. Consultant, dated January 12, 2000 to
    Mr. Tim Hennessey of Jay Paul Company re: Moffett Park Development

5.  Memorandum from Jeff Lawson, Esq., Silicon Valley Law Group, dated June 28,
    2001 to Tom Smith, Interwoven re: Interwoven/Ariba Sublease, Technology
    Corners, Radiation Hazard Issue

6.  Letter from Phillip L. Fitzwater, R.G., R.E.A., Iris Environmental dated May
    18, 2000 to Mr. Steve Morse of the California Regional Water Quality Control
    Board re: RWQCB Closure Concurrence for Two Soil Areas, Former Lockheed
    Martin Building 104, Sunnyvale, CA (See, Items 9, 10 and11 for attachments
    to letter)

7.  Letter from Lawrence P. Kolb, California Regional Water Quality Control
    Board, dated May 24, 2000 to Mr. Phillip L. Fitzwater, R.G., R.E.A. of Iris
    Environmental re: Review and Concurrence with "Addendum to Post-Closure
    Report (April 7, 2000), Lockheed Martin Space Systems Company, Building 104,
    Sunnyvale, CA"

8.  Letter from Stewart McGee, Hazardous Materials Inspector, Fire &
    Environmental Services, Bureau of Special Operations, Department of Public
    Safety for the City of Sunnyvale, California dated March 21, 2000 to Mr.
    Allen Lund of Lockheed Martin Corporation, Missiles and Space re: Remedial
    Measures for Impacted Soils at Former Building 104 Facility, dated March 17,
    2000

9.  Letter from Stewart McGee, Hazardous Materials Inspector, Fire &
    Environmental Services, Bureau of Special Operations, Department of Public
    Safety for the City of Sunnyvale, California dated April 11, 2000 to Mr.
    Allen Lund of Lockheed Martin Corporation, Missiles and Space re:
    McLaren/Hart "Addendum to Post-Closure Report of Lockheed Martin Space
    Systems Company, Building 104, Sunnyvale, CA" dated April 7, 2000

10. Addendum to Post-Closure Report of Lockheed Martin Space Systems Company
    Building 104, Sunnyvale, California dated April 7, 2000; prepared by
    McLaren/Hart, Inc. located at 1320 Harbor Bay Parkway, Suite 100, Alameda,
    California 94502


The above mentioned items have been provided in a separate binder hereto titled
"Ariba Plaza Exhibit I to the Master Lease and Exhibit M to the Sublease".

<PAGE>

                                   EXHIBIT N
                                   ---------

                                BROKERS' LETTER


June 20, 2001

Mr. Brian L. Frank, Associate General Counsel
Ms. Miriam Rivera, Corporate Counsel.
Ariba, Inc.
807 Eleventh Avenue
Sunnyvale, CA 94089

RE:    Cushman & Wakefield/CB Richard Ellis Commission for Interwoven Sublease
       at Ariba Plaza, Sunnyvale California

Dear Brian and Miriam:

This letter is to confirm the Commission amount and Commission splits between
Cushman Wakefield ("C&W") and CB Richard Ellis ("CB") regarding the sublease of
Interwoven at 803 and 809 Eleventh Avenue, Sunnyvale, California.

Per C&W's Listing Agreement with Ariba, Inc., the amount of $10/sf of space
leased shall be paid in full by Ariba upon execution of the sublease. Both C&W
and CB shall split the commission as follows:

CB Richard Ellis - $6.35/sf

Cushman & Wakefield - $3.65/sf

The undersigned parties hereby warrant that there are no other brokers or agents
in connection with this sublease.

Sincerely,

CUSHMAN & WAKEFIELD                                   CB RICHARD ELLIS
OF CALIFORNIA, INC.


/s/ Hernan Santos                                     /s/ Scott G. Mathisen
Hernan Santos                                         Scott G. Mathisen
Director                                              Senior Vice President
                                                      6/20/01


<PAGE>

                                   EXHIBIT O
                                   ---------

                               SITE SIGNAGE PLAN


             [INSERT MOFFETT PLAZA SUITE SIGNAGE PLAN GRAPHIC HERE.]

                         MOFFETT PLAZA SITE SIGNAGE PLAN


[Graphic shows a map of Moffett Plaza with indicators as to where various signs
will be placed. Signage includes the various building numbers, shipping and
receiving, shuttle bus stop, etc.]

[INSERT MOFFETT PLAZA SUITE SIGNAGE DETAILS - PAGE 1 OF 2 GRAPHIC HERE.]

                MOFFETT PLAZA SITE SIGNAGE DETAILS - PAGE 1 OF 2

[Graphic, prepared by Garcia + Francica Architecture/Design for Ariba, shows
various diagrams of sign dimensions.]

                                    [GRAPHIC]

                MOFFETT PLAZA SITE SIGNAGE DETAILS - PAGE 2 OF 2

Graphic, prepared by Garcia + Francica Architecture/Design for Ariba, shows
various diagrams of sign dimensions.

                           FURNITURE RENTAL AGREEMENT

This FURNITURE RENTAL AGREEMENT (the "Agreement") is made and entered into this
28th day of June, 2001, by and between Ariba, Inc., a Delaware corporation
("Ariba") and Interwoven, Inc., a Delaware corporation ("Interwoven" or
"Renter"), with reference to the following facts:

                                    RECITALS

A. Ariba, as sublessor, and Interwoven, as sublessee, are parties to that
certain Sublease dated June 28, 2001, a copy of which is attached hereto
(excluding exhibits) as Exhibit A and incorporated herein (the "Sublease") under
which Ariba subleases to Interwoven approximately two hundred sixty-three
thousand eight hundred and twenty-three (263,823) square feet of rentable space
located at the Project in Building One and Building Four (as defined in the
Sublease) at 1111 Lockheed Martin Way, Sunnyvale, California 94089 and referred
to in the Sublease as the "Premises", approximately two hundred twenty thousand
eight hundred and three square feet (220,803) on five (5) of six (6) floors
which shall be furnished (not including Building One, first floor).

B. In connection with the Sublease, Interwoven now desires to lease from Ariba
and Ariba desires to lease to Interwoven, its Personal Property in the form of
the furniture located on the

<PAGE>

Premises and more particularly described on Exhibit B attached hereto and
incorporated herein (the "Furniture").

                                   AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows.

1. Rental of Furniture. Ariba hereby leases to Renter, and Renter hereby leases
from Ariba, the Furniture on the terms and conditions contained herein.

2. Term. The term of this Agreement (the "Term") shall commence on the Sublease
Commencement Date (i.e., August 1, 2001). Subject to any earlier termination in
accordance with Section 17 of this Agreement, this Agreement shall terminate on
the Expiration Date or any earlier termination of the Sublease.

3. Furniture Rent. In consideration for the rental of the Furniture, Renter
shall pay to Ariba the amount of One Hundred Ten Thousand Four Hundred and One
Dollars and Fifty Cents ($110,401.50) per month and One Million Three Hundred
Twenty-Four Thousand Eight Hundred and Eighteen Dollars ($1,324,818) per year
increasing at the rate of 4% for the Original Term of the Sublease and reverting
to a fixed sum of One Hundred Ten Thousand Four Hundred and One Dollars and
Fifty Cents ($110,401.50) per month and One Million Three Hundred Twenty-Four
Thousand Eight Hundred and Eighteen Dollars ($1,324,818) per year if the
Sublease Option to extend is exercised (the "Furniture Rent"). Notwithstanding
the foregoing, if Ariba, sublets floors three and four of Building Four pursuant
to Section 2.2(b) of the Sublease, Renter shall not be obligated to pay
Furniture Rent on the Furniture located on such floors to the extent that such
sublessee(s) are obligated to pay Furniture Rent on said furniture under a
furniture rental agreement substantially similar to this Agreement. Nothing
herein shall be construed to require Ariba to reduce Renter's furniture rent in
the event that sublessee(s)' furniture rent rates are higher than Renter's
Furniture Rent. Ariba shall use commercially reasonable and good faith efforts
to rent the Furniture on said floors to sublessees and to rent it at the highest
rental rates to such sublessee(s). Furniture Rent shall be payable concurrently
with Rent for the Premises in monthly installments in advance on the first day
of each calendar month of the Term at the address set forth for Ariba in Section
20.1. Notwithstanding the foregoing, Furniture Rent for the first full calendar
month of the Term is due at the time of payment of the First Month's Prepaid
Rent under the Sublease. Furniture Rent for any partial month during the Term
shall be prorated based on the actual number of days in such partial calendar
month. Renter's covenant to pay Furniture Rent shall be independent of every
other covenant in this Agreement. If Furniture Rent is not paid when due, Renter
shall pay, relative to the delinquent payment, an amount equal to the sum which
would be payable by Renter to Ariba for a default of Rent under the Sublease.

4. Security Deposit. Upon the execution of this Agreement and the Sublease,
Renter shall deliver to Ariba cash or irrevocable standby letter of credit
subject to the terms of Paragraph 4 of the Sublease, but Ariba and Renter hereby
agree that the reduction described therein shall not apply for the Term and
Option Term, for Five Hundred Thousand ($500,000) as security for the prompt and
complete performance by Renter of all of the obligations and terms of this

<PAGE>

Agreement to be performed by Renter, and not as prepayment of Furniture Rent
(the "Security Deposit). Upon the occurrence of an event of default by Renter
under the terms of this Agreement, Ariba may deduct and apply the above Security
Deposit, as is reasonably necessary, towards the following: (i) to remedy any
default by Renter in the payment of Furniture Rent under this Agreement; (ii) to
clean, restore and repair the Furniture following its surrender to Ariba, if not
surrendered in the condition required pursuant to this Agreement, and (iii) to
remedy any other default of Renter hereunder. Ariba shall limit the amounts
deducted from the Security Deposit to the amounts it reasonably deems necessary
to cure defaults hereunder by Renter. In the event any portion of the Security
Deposit is drawn upon by Ariba, Renter shall, within five (5) days after demand
by Ariba shall deposit cash with Ariba in an amount that, when added to the
amount of Security Deposit remaining, shall equal the original amount of the
Security Deposit. Ariba shall not be deemed a trustee of the Security Deposit.
Ariba may use the Security Deposit in Ariba's ordinary business and shall not be
required to segregate it from Ariba's general accounts. Renter shall not be
entitled to any interest on the Security Deposit. The Security Deposit, less any
portion thereof which Ariba is entitled to retain, shall be returned to Renter
(or at Ariba's option to the last assignee, if any, of Renter's interest
hereunder) within sixty (60) days after the later of the expiration of the Term
hereof or the date on which Renter vacates the Premises.

5. "AS IS" Condition; No Warranties; No Liability. Ariba shall deliver the
Furniture to Renter AS IS and Renter agrees that it takes possession of the
Furniture without relying on any representation or warranty by Ariba as to the
condition of the Furniture. Renter conclusively agrees that for purposes of this
Furniture Agreement, the total number of cubicle systems provided to Renter is
as described in Exhibit B hereto. Within thirty (30) days of the Sublease
Commencement Date, Renter shall be given an opportunity to verify inventory as
compared to Exhibit B. Renter acknowledges that neither Ariba nor its agents
have made any representations or warranties, express or implied, as to the
suitability or fitness of the Furniture for the conduct of Renter's business or
for any other purpose. In no event shall Ariba have any liability, nor shall
Renter have any remedy against Ariba, for any liability, claim, loss, damage or
expense caused directly or indirectly by the Furniture or any deficiency or
defect thereof or the maintenance or repair thereof.

6. No Ownership; Right of Inspection. This Agreement constitutes a lease or
bailment of the Furniture described herein and not a sale or the creation of a
security interest. Renter shall not have, or at any time acquire, any right,
title or interest in the Furniture except the right to possession and use as
provided for in this Agreement. Ariba shall at all times be the sole owner of
the Furniture. Ariba shall have the right to place and maintain on the exterior
or interior of each item of Furniture an inscription identifying Ariba's
ownership of the Furniture. Renter shall not remove, obscure, deface or
obliterate the inscription or permit any other person to do so. Renter hereby
grants Ariba the right to enter the Premises at all reasonable times, but no
less than once every six (6) months for the purpose of inspecting, maintaining,
and/or making repairs, replacements, alterations, or additions to the Furniture
or for the purposes of posting notices of non-responsibility for alterations,
additions, or repairs, or for the purpose of showing the Furniture to
prospective purchasers or lessees without any liability to Renter for any loss
of occupation or quiet enjoyment of the Furniture or Premises. This Section in
no way affects the maintenance obligations of the parties hereto. Ariba
represents and warrants that it has beneficial

<PAGE>

title to the Furniture. To the extent that there are any encumbrances or liens
on the Furniture caused by Ariba, Ariba shall pay all costs arising from such
encumbrances or liens. Renter shall execute and deliver to Ariba for filing any
UCC financing statements or similar documents Ariba may reasonably request.

7. Renter's Rights and Obligations.

7.1 Renter's Rights. Renter shall be entitled to the absolute right to the use,
possession and control of the Furniture during the term of this Agreement,
provided Renter is not in default of any provision of this Agreement or the
Sublease (beyond applicable notice and cure periods), and subject to any
security interest Ariba may have given or may give to any third party during the
term of this Agreement (provided such third party has agreed to a reasonably
acceptable non-disturbance provision protecting Renter's use of the Furniture
during the term). However, Ariba shall not give any security interest in any
Furniture located in Building One during the term of this Agreement. Renter
shall employ and have absolute control, supervision and responsibility over all
users of the Furniture.

7.2 Renter's Obligations. Renter shall use the Furniture in a reasonably careful
and proper manner and shall not permit any Furniture to be used in violation of
any applicable federal, state, or local statute, law, ordinance, rule, or
regulation relating to the possession, use or maintenance of the Furniture.
Renter shall use only authorized Herman Miller (furniture manufacturer) service
providers to reconfigure, reassemble, disassemble, repair and maintain
Furniture. Renter agrees to reimburse Ariba for all damage to the Furniture
arising from misuse or negligent acts by Renter, its employees and its agents.
If any Furniture covered by this Agreement is damaged, lost, stolen or
destroyed, or if any Furniture is damaged as a result of its use, maintenance or
possession, Renter shall promptly notify Ariba of the occurrence and shall file
all necessary reports, including those required by law and those required by
insurers of the Furniture. Renter represents and warrants that the Furniture
will be used for business purposes consistent with all use requirements and
restrictions under the Sublease.

8. Ordinary Expenses; Maintenance. Renter shall be responsible for all ordinary
expenses in connection with the use of the Furniture during the term of this
Agreement. Renter, at its sole cost and expense, shall keep the Furniture in
good condition and repair, ordinary wear and tear excepted. Furniture Rent shall
not be prorated or abated while any item of Furniture is being serviced or
repaired. Ariba shall not be under any liability or obligation in any manner to
provide service, maintenance, repairs or parts for the Furniture. At the
reasonable request of Ariba, Renter shall furnish all proof of maintenance.

9. Alteration; Modifications; Parts. Other than in conformity with the
manufacturer's warranty and/or functional improvements, Renter may alter or
modify the Furniture only with the prior written consent of Ariba. Any part
installed in connection with warranty or maintenance service or which cannot be
removed without damaging the Furniture shall become the property of Ariba.

10. Quiet Enjoyment. Ariba represents that it has full power and authority to
enter into and perform this Agreement. So long as Renter is not in default in
the performance of its covenants and agreements in this Agreement, Renter's
quiet and peaceable enjoyment of the Furniture shall

<PAGE>

not be disturbed or interfered with by Ariba, or by any person claiming by,
through, or under Ariba.

11. Assignment.

11.1 Assignment by Renter. Renter shall not, without the prior written consent
of Ariba, (a) assign, transfer, pledge, or otherwise dispose of this Agreement
or any interest therein or (b) sublease or lend any Furniture or permit it to be
used by anyone other than Renter and its employees. Provided that Renter is not
then in default under the Sublease or this Agreement, Renter may assign this
Agreement in connection with an assignment and/or sublease permitted under the
Sublease. No permitted assignment or subletting shall relieve Renter from
Renter's obligations and agreements hereunder and Renter shall continue to be
liable as a principal and not as a guarantor or surety to the same extent as
though no assignment or subletting had been made.

11.2 Assignment by Ariba. Except with respect to the Furniture located in
Building One, Ariba may assign its interest or grant a security interest in this
Agreement and the Furniture individually or together, in whole or in part. If
Renter is given written notice of any such assignment, it shall immediately make
all payments of Furniture Rent and other amounts due under this Agreement
directly to such assignee. Each such assignee shall have all of the rights of
Ariba under this Agreement. Renter shall not assert against any such assignee
any set-off, defense, or counterclaim that Renter may have against Ariba or any
other person.

12. Casualty Insurance; Loss or Damage. Renter shall maintain, at its own
expense, property damage insurance relating to the Furniture, insuring against
such risks as are customarily insured against on the type of furniture leased
hereunder by businesses in which Renter is engaged in such amount, in such form,
and with insurers satisfactory to Ariba; provided, however, that the amount of
insurance against damage or loss shall not be less than the full replacement
value of the Furniture. The property damage policy shall name Ariba as sole loss
payee and shall contain a clause requiring the insurer to give Ariba at least
thirty (30) days' prior written notice of any alteration in the terms or
cancellation of the policy. Renter shall furnish to Ariba an insurance
certificate (and, if requested by Ariba, a copy of the applicable policy) or
other evidence reasonably satisfactory to Ariba that the required insurance is
in effect; provided, however, that Ariba shall have no duty to ascertain the
existence of or to examine the insurance policy to advise Renter if the
insurance coverage does not comply with the requirements of this Section. If
Renter fails to insure the Furniture as required, Ariba shall have the right but
not the obligation to obtain such insurance, and the cost of such insurance
shall be for the account of Renter due as part of the next due Furniture Rent.
Renter consents to Ariba's release, upon its failure to obtain appropriate
insurance coverage, of any and all information necessary to obtain insurance
with respect to the Furniture or Ariba's interest therein.

Until the Furniture is returned to and received by Ariba as provided in this
Section, Renter shall bear the entire risk of theft or destruction of, or damage
to, the Furniture including, without limitation, any condemnation, seizure, or
requisition of title or use ("Casualty Loss"). No Casualty Loss shall relieve
Renter from its obligations to pay Furniture Rent except as provided in clause
(b) and to the extent set forth in this Section. When any Casualty Loss occurs,
Renter

<PAGE>

shall promptly notify Ariba and, at the option of Renter, shall promptly (a)
place such Furniture in good repair and working order or replace such Furniture;
or (b) pay Ariba an amount equal to the full replacement value of such Furniture
and all other amounts (including Furniture Rent payable through the date of
payment of the full replacement value but excluding Furniture Rent payable
thereafter) payable by Renter hereunder, together with a late charge on such
amounts at a rate per annum as reasonably determined by Ariba from the due date
of any unpaid installments of Furniture Rent through the date of payment of such
amounts, whereupon Ariba shall transfer to Renter, without recourse or warranty
(express or implied), all of Ariba's interest, if any, in and to such Furniture
on an "AS IS WHERE IS" basis. The proceeds of any insurance payable with respect
to the Furniture shall be applied, at the option of Ariba, either towards (i)
repair or replacement of the Furniture or (ii) payment of any of Renter's
obligations hereunder. Renter hereby appoints Ariba as Renter's attorney-in-fact
to make claim for, receive payment of, and execute and endorse all documents,
checks or drafts issued with respect to any Casualty Loss under any insurance
policy relating to the Furniture.

13. Encumbrances or Liens; Notice. Renter shall not pledge, encumber, create a
security interest in, or permit any lien to become effective on any Furniture
throughout the Term of this Agreement. Renter shall promptly notify Ariba of any
liens, charges, or other encumbrances with respect to the Furniture of which
Renter has knowledge. Renter shall promptly pay or satisfy any obligation from
which any lien or encumbrance arises caused by Renter, and shall otherwise keep
the Furniture and all right, title, and interest free and clear of all liens,
charges, and encumbrances caused by Renter.

14. Indemnification. Renter shall indemnify Ariba and its successors and assigns
against, and hold Ariba and its successors and assigns harmless from, any and
all claims, actions, damages, obligations, liabilities, reasonable legal fees
and all costs and expenses arising out of this Agreement including, without
limitation, the loss of or damage to the Furniture for any cause, the delivery,
lease, possession, maintenance, repair, condition, use or surrender of the
Furniture, or arising by operation of law, except that Renter shall not be
liable for any claims, actions, damages, obligations, and costs and expenses
arising out of or resulting from the negligence or willful misconduct of Ariba
or its successors or assigns.

15. Surrender. Upon the termination of this Agreement, whether caused by the
expiration or termination of the Sublease or this Agreement, Renter shall at
once surrender and deliver up the Furniture to Ariba, except for Furniture that
has suffered a Casualty Loss (as defined in Section 12) and is not required to
be repaired pursuant to Section 12. At the time of such return to Ariba, the
Furniture shall be in good condition and repair, ordinary wear and tear
excepted. If Renter fails to surrender the Furniture when required, the terms
and conditions of this Agreement shall continue to be applicable and for each
day that Renter shall fail to surrender any item of Furniture, Renter shall pay
an amount equal to one hundred fifty percent (150%) of the Furniture Rent until
the Furniture is surrendered as specified by Ariba and set forth herein.

16. Defaults. Renter agrees that any one or more of the following events shall
be considered Events of Default under this Agreement:

<PAGE>


(a) Renter shall default in any payment of Furniture Rent required to be made by
Renter hereunder when due as herein provided and such default shall continue for
five (5) days after notice thereof in writing to Renter;

(b) Renter shall default in securing insurance or in providing evidence of
insurance as set forth in Section 12 of this Agreement and such default shall
continue for five (5) days after notice thereof in writing to Renter; or

(c) Renter shall default in any of the other covenants and agreements herein
contained to be kept, observed and performed by Renter, and such default shall
continue for thirty (30) days after notice thereof in writing to Renter or such
additional period as may be reasonably required to cure such default.

The parties further agree that any Event of Default under this Agreement shall
be deemed an Event of Default under the Sublease.

17. Remedies. Upon the occurrence of any one or more Events of Default, Ariba
shall have the right, in its sole discretion, to exercise any one or more of the
following remedies:

(a) Terminate this Agreement;

(b) Terminate the Sublease;

(c) In compliance with applicable law take possession of any or all items of
Furniture, wherever located, without demand, notice, court order, or other
process of law, and without liability for entry to the Premises, for damage to
Renter's property, or otherwise except for liability or damages caused by
Ariba's gross negligence or willful misconduct;

(d) Demand that Renter immediately surrender any or all Furniture to Ariba in
accordance with Section 15 and, for each day that Renter shall fail to surrender
any item of Furniture, Ariba may demand an amount equal to one hundred fifty
percent (150%) of the Furniture Rent payable for such Furniture;

(e) Lease, sell, or otherwise dispose of the Furniture in a commercially
reasonable manner, with or without notice and on public or private bid;

(f) Exercise any other right or remedy to recover damages or enforce the term of
the Agreement.

Upon the occurrence and continuance of an Event of Default, Ariba shall have the
right, whether or not Ariba has made any demand or the obligations of Renter
hereunder have matured, to appropriate and apply to the payment of the
obligations of Renter hereunder all security deposits and other deposits
(general or special, time or demand, provisional or final) now or hereafter held
by and other indebtedness or property now or hereafter owing by Ariba to Renter.
Ariba may pursue any other rights or remedies available at law or in equity,
including, without limitation, rights or remedies seeking damages, specific
performance, and injunctive relief. Any failure of Ariba to require strict
performance by Renter, or any waiver by Ariba of any provision



<PAGE>

hereunder or in the Sublease, shall not be construed as a consent or waiver of
any other breach of the same or any other provision. Any amendment or waiver of
any provision hereof or consent to any departure by Renter herefrom or therefrom
shall be in writing and signed by Ariba. No right or remedy is exclusive of any
other provided herein or permitted by law or equity. All such rights and
remedies shall be cumulative and may be enforced concurrently or individually
from time to time.

18. Warranty Assignment. Ariba shall assign to Renter all manufacturer, dealer,
or supplier warranties applicable to the Furniture to enable Renter to obtain
any warranty service available for the Furniture. Ariba appoints Renter as
Ariba's attorney-in-fact for the purpose of enforcing any warranty. Any
enforcement by Renter shall be at the expense of Renter and shall in no way
render Ariba responsible to Renter for the performance of any of the warranties.

19. Waivers. To the extent permitted by applicable law, Renter hereby waives any
and all rights and remedies conferred upon a lessee by Section 10508 through
10522 of the California Commercial Code. To the extent permitted by applicable
law, Renter also hereby waives any rights now or hereafter conferred by statute
or otherwise which may require Ariba to sell, lease, or otherwise use any
Furniture in mitigation of Renter's damages as set forth in Section 17 or which
may otherwise limit or modify any of Ariba's rights or remedies under Section
17. Any action by Renter against Ariba for any default by Ariba under this
Agreement shall be commenced within one year after any such cause of action
accrues.

20. Miscellaneous.

20.1 Notices and Consents. All notices and other communications authorized or
required hereunder shall be given in writing by personal delivery, or by
facsimile (with copy of such notice sent on the same day by mail or overnight
private courier in accordance with the provisions herein) or by overnight mail
or overnight private courier. Personally delivered notices shall be deemed
received on the date of delivery. Facsimile notices shall be deemed received on
the day sent if sent prior to 5:00 p.m. P.S.T. or if sent after 5:00 p.m.
P.S.T., then deemed received on the next business day. Overnight mail or
couriered notices shall be deemed received the business day following deposit
into the U.S. mail or delivery to the private courier. Mailed or couriered
notices shall be addressed as set forth below, but either party may change its
address by giving written notice thereof to the other in accordance with the
provisions of this Section.

        If to Ariba:              Ariba, Inc.
                                  807 11th Avenue
                                  Sunnyvale, CA 94089
                                  Attn:    Real Estate Manager
                                  Fax: (650) 390-1325



        With a copy to:           Attn: General Counsel
                                  Fax: (650) 930-8193

<PAGE>


        And a copy to:            Thomas B. Jacob, Esq.
                                  Thoits, Love, Hershberger & McLean
                                  245 Lytton Avenue, Suite 300
                                  Palo Alto, California  94301
                                  Fax:  (650) 325-5572


        If to Renter:              Interwoven, Inc.
                                   803 11th Avenue
                                   Sunnyvale, CA 94089
                                   Attn: Director of Real Estate
                                   Fax:     (650) ______________


20.2 Incorporation of Prior Agreements. This Agreement is a complete integration
and incorporates all agreements of Ariba and Renter with respect to the rental
of the Furniture, and completely integrates and supersedes all prior agreements
and understandings of the parties, whether oral or written, pertaining to the
subject matter hereof.

20.3 Modifications. This Agreement may be modified or amended only by an
instrument in writing executed by Ariba and Renter, stating that such instrument
is an amendment to this Agreement.

20.4 Severability. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. If any term or provision of
this Agreement is found by a court of competent jurisdiction to be void or
unenforceable, such term or provision shall be deemed severed from the remainder
of the terms and provisions of this Agreement, and said remainder shall remain
in full force and effect, according to its terms and provisions, to the extent
permitted by law.

20.5 Attorneys' Fees. In the event of any action at law or in equity (including
but not limited to specific performance) between Ariba and Renter arising out of
this Agreement or to enforce any of the provisions or rights hereunder, the
unsuccessful party to such litigation covenants and agrees to pay to the
successful party all costs, including investigation costs and similar expenses
and including attorneys' fees, incurred therein by such successful party, and if
such successful party shall recover judgment in any such action or proceeding,
such costs, expenses and attorneys' fees shall be included in and as part of
such judgment. If either party to this Agreement becomes a party to any
litigation concerning this Agreement or the Furniture by reason of any act or
omission of the other party or its authorized representatives, and not by any
act or omission of the party that becomes a party to that litigation or any act
or omission of its authorized representatives, the party whose act or omission
causes the other party to become involved in the litigation shall be liable to
that party for reasonable attorneys' fees and court costs incurred by it in the
litigation.


<PAGE>

20.6 Successors and Assigns. The terms, covenants and conditions contained in
this Agreement shall be binding upon and inure to the benefit of the heirs,
successors, executors, administrators and assigns of the parties to this
Agreement.

20.7 Further Assurances. Renter, upon the request of Ariba, will execute,
acknowledge, record, or file, as the case may be, such further documents and do
such further acts as may be reasonably necessary, desirable or proper to carry
out more effectively the purposes of this Agreement.

20.8 Counterparts. This Agreement may be executed in several counterparts, each
of which shall be an original but all of which shall constitute but one and the
same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.

ARIBA:


ARIBA, INC., a Delaware corporation

By:      /s/ Robert M. Calderoni
         --------------------------
Name:    Robert M. Calderoni
         --------------------------
Its:     CEO
         --------------------------

Renter:


INTERWOVEN INC., a Delaware corporation

By:      /s/ David M. Allen
         --------------------------
Name:    David M. Allen
         --------------------------
Its:     CEO
         --------------------------

<PAGE>


                                    EXHBIT A

                                  THE SUBLEASE


                                    EXHIBIT B

                                  SEE ATTACHED



Furniture

[Exhibit includes descriptions and quantities of the furniture rented under the
furniture rental agreement, including various chairs, tables, credenzas and
keyboard trays.]


Furniture

[Exhibit includes descriptions and quantities of the furniture rented under the
furniture rental agreement, including various chairs, tables, credenzas and
keyboard trays.]

<PAGE>

                                   EXHIBIT P
                                   ---------

                            BUILDING ONE FURNITURE

            [INSERT BUILDING 1 2/nd/ FLOOR FURNITURE DIRECTORY HERE]

                    FURNITURE DIRECTORY - BLDG. 1 2/ND/ FLOOR

(Table lists various furniture items for Building 1, Floor 2 including the code,
item, manufacturer, room # and quantity code for each furniture item.)

             [INSERT BUILDING 1 3rd FLOOR FURNITURE DIRECTORY HERE]

                     FURNITURE DIRECTORY - BLDG. 1 3rd FLOOR

(Table lists various furniture items for Building 1, Floor 3 including the code,
item, manufacturer, room # and quantity code for each furniture item.)

             [INSERT BUILDING 1 4th FLOOR FURNITURE DIRECTORY HERE]

                     FURNITURE DIRECTORY - BLDG. 1 4th FLOOR

(Table lists various furniture items for Building 1, Floor 4 including the code,
item, manufacturer, room # and quantity code for each furniture item.)

<PAGE>
                                    EXHIBIT Q
                                    ---------

                                 FURNITURE UCC-1

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
---------------------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

---------------------------------------------------------
B. SEND ACKNOWLEDGMENT TO: (Name and Address)

         Lucy A. Lofrumento, Esquire
         c/o Silicon Valley Law Group
         152 N. Third Street, Suite 900
         San Jose, California 95112

                                   THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY


--------------------------------------------------------------------------------
1. DEBTOR'S EXACT FULL LEGAL NAME - Insert only one debtor name (1a or 1b)- do
not abbreviate or combine names

--------------------------------------------------------------------------------
  1a. ORGANIZATION'S NAME

        Ariba, Inc.
OR
--------------------------------------------------------------------------------
  1b. INDIVIDUAL'S LAST NAME        FIRST NAME       MIDDLE NAME        SUFFIX

--------------------------------------------------------------------------------
  1c. MAILING ADDRESS      CITY         STATE      POSTAL CODE         COUNTRY

  807 11th Avenue          Sunnyvale    CA         94089               US
--------------------------------------------------------------------------------
  1d. TAX ID #, SSN OR EIN ADD'L INFO RE           1e. TYPE OF ORGANIZATION
                   ORGANIZATION DEBTOR
      ###-##-####                                      Corporation

--------------------------------------------------------------------------------
  1f. JURISDICTION OF ORGANIZATION                 1g. ORGANIZATIONAL ID

      Delaware                                         NONE


================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - Insert only one debtor name (2a
or 2b)- do not abbreviate or combine names
--------------------------------------------------------------------------------
2a. ORGANIZATION'S NAME

OR
  ------------------------------------------------------------------------------

<PAGE>


  2b. INDIVIDUAL'S LAST NAME       FIRST NAME       MIDDLE NAME        SUFFIX

--------------------------------------------------------------------------------
  2c. MAILING ADDRESS       CITY       STATE        POSTAL CODE       COUNTRY

--------------------------------------------------------------------------------
  2d. TAX ID #, SSN OR EIN ADD'L INFO RE           2e. TYPE OF ORGANIZATION
                   ORGANIZATION DEBTOR

--------------------------------------------------------------------------------
  2f. JURISDICTION OF ORGANIZATION                 2g. ORGANIZATIONAL ID


================================================================================
3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P)- Insert only
one secured party name (3a or 3b)

--------------------------------------------------------------------------------
  3a. ORGANIZATION'S NAME

                                   Interwoven, Inc.
OR -----------------------------------------------------------------------------
  3b. INDIVIDUAL'S LAST NAME       FIRST NAME       MIDDLE NAME        SUFFIX

--------------------------------------------------------------------------------
  3c. MAILING ADDRESS       CITY       STATE        POSTAL CODE       COUNTRY

  1195 West Fremont Avenue  Sunnyvale  CA           94087             US

================================================================================
Personal property in the form of the Furniture, as defined in the Amended and
Restated Sublease dated June 28, 2001, located on the second, third and fourth
floors of Building One located at 1111 Lockheed Martin Way, Sunnyvale,
California 94089, also described as Parcel 1, so designated and delineated on
the Parcel Map recorded June 1, 2001 in Book 740 of Maps, pages 7 and 8, Santa
Clara County Records.

See signature page attached hereto
================================================================================
5. ALTERNATIVE DESIGNATION (if applicable) [X] LESSEE/LESSOR [_]
   CONSIGNEE/CONSIGNOR [_] BAILEE/BAILOR [_] SELLER/BUYER [_] AG, LIEN
   [_] NON-UCC FILING
================================================================================
6. [x] This FINANCING STATEMENT is to be filed (for record) (or recorded) in the
   REAL ESTATE RECORDS. Attach Addendum [if applicable]
================================================================================
7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) (ADDITIONAL, FEE) [optional]
   [_] All Debtors [_] Debtor 1 [_] Debtor 2
================================================================================
8. OPTIONAL FILER REFERENCE DATA
--------------------------------------------------------------------------------

<PAGE>


                    Signature Page to UCC Financing Statement
                       naming Ariba, Inc., as Debtor, and
                       Interwoven, Inc., as Secured Party

ARIBA, INC., a Delaware corporation

By:      Gabriel Sandoval
   --------------------------------
Name:  GABRIEL SANDOVAL
Its:       VP, GENERAL COUNSEL


STATE OF CALIFORNIA    )
COUNTY OF SANTA CLARA  )

On August 6, 2001, before me, Shelley L Lopez, a notary public, personally
appeared Gabriel Sandoval, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

         WITNESS my hand and official seal.

Shelley L Lopez
---------------
Notary Public

[STAMP]