FIRST AMENDMENT TO LEASE


I.   PARTIES AND DATE.

     This First Amendment to Lease (the  "Amendment")  dated  _________________,
1998, is by and between THE IRVINE COMPANY ("Landlord"), and CELERITY SOLUTIONS,
INC., a California corporation, dba Somerset Software ("Tenant").

II.  RECITALS.

     On September 11, 1998,  Landlord and Tenant entered into a lease  ("Lease")
for space in a building located at 7545 Irvine Center Drive,  Suite 250, Irvine,
California ("Suite 250").

     Landlord  and Tenant each desire to modify the Lease to change the location
of  the  "Premises"   under  the  Lease  from  Suite  250  to  space  comprising
approximately  6,209  rentable  square  feet  within a  building  located  at 20
Fairbanks,  Suite 187,  Irvine,  California,  to adjust the Basic Rent, and make
such other modifications as are set forth in "III. MODIFICATIONS" next below.

III. MODIFICATIONS.

     A.  Premises.  Effective  as of December  1, 1999,  all  references  to the
"Premises" under the Lease shall be deemed to refer to the premises described in
Section III(C)(1) below ("Suite 187" herein).

     B.  Building.  Effective  as of December  1, 1999,  all  references  to the
"Building"  under the Lease shall be deemed to refer to the building  located at
20 Fairbanks, Irvine, California.

     C. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as
follows:

          1.  Effective  as of December 1, 1999,  Item 1 shall be deleted in its
          entirety and substituted therefor shall be the following:

               "1. Premises:  Suite No. 187 (the Premises are more  particularly
               described in Section 2.1)

               Address of Building: 20 Fairbanks, Irvine, CA 92618"

          2.   Effective as of December 1, 1999,  Item 2 shall be deleted in its
               entirety and substituted therefor shall be the following:


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               2. Project Description (if applicable): Tripointe"

          3.   Item 4 is hereby amended by adding the following:

               "Commencement Date for Suite 187: December 1, 1999."

          4.   Item 5 is hereby deleted in its entirety and substituted therefor
               shall be the following:

               "5.  Lease Term:  The Term of this Lease shall expire at midnight

          5.   Effective as of December 1, 1999,  Item 6 shall be deleted in its
               entirety and substituted therefor shall be the following:

               "6.  Basic  Rent:  Eighteen  Thousand  Six  Hundred  Twenty-Seven
               Dollars  ($18,627.00)  per  month,  based on $3.00  per  rentable
               square foot.

               Basic Rent is subject to adjustment as follows:

               Commencing  April 1, 2000,  the Basic Rent shall be Nine Thousand
               Three Hundred  Fourteen Dollars  ($9,314.00) per month,  based on
               $1.50 per rentable square foot.

               Commencing  December  1,  2000,  the  Basic  Rent  shall  be Nine
               Thousand Six Hundred  Twenty-Four  Dollars ($9,624.00) per month,
               based on $1.55 per rentable square foot.

               Commencing  December  1,  2001,  the  Basic  Rent  shall  be Nine
               Thousand Nine Hundred  Thirty-Four Dollars ($9,934.00) per month,
               based on $1.60 per rentable square foot.

               Commencing December 1, 2002, the Basic Rent shall be Ten Thousand
               Two Hundred Forty-Five  Dollars  ($10,245.00) per month, based on
               $1.65 per rentable square foot.

          6.   Effective as of December 1, 1999,  Item 8 shall be deleted in its
               entirety and substituted therefor shall be the following:

               "8. Floor Area of Premises:  Approximately  6,209 rentable square
               feet."


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          7.   Effective as of December 1, 1999, Item 14 shall be deleted in its
               entirety and substituted therefor shall be the following:

               "14. Vehicle Parking Spaces: Twenty-Four (24)"

     D. Sections Deleted. The following Sections of the Lease are hereby deleted
in their  entirety and  ----------------  shall have no further force or effect:
Sections 2.4, 2.5, 3.3 and 5.2(b) of the Lease.

     E. Termination of Suite 250.  Landlord and Tenant agree that the rights and
obligations  of the  parties  under the Lease  with  respect  to Suite 250 shall
terminate in their  entirety,  effective as of midnight on the day preceding the
Commencement  Date for  Suite  187,  provided  that such  termination  shall not
relieve Tenant of (a) any accrued  obligation or liability  under the Lease with
respect to Suite 250 as of said  termination  date, or (b) any obligation  under
the Lease with respect to Suite 250 which was reasonably intended to survive the
expiration or termination  thereof.  Tenant understands and agrees that is shall
completely  vacate Suite 250 by midnight on the day preceding  the  Commencement
Date for Suite 187 and shall,  at Tenants sole cost and expense,  (a) remove all
property  therefrom in  accordance  with the  provisions  of Section 15.3 of the
Lease, (b) repaint Suite 250 utilizing  building  standard paint, (c) repair any
damage to Suite 250, including, but not limited to the walls and carpet, and (d)
shampoo the carpet in Suite 250.

     F. Floor Plan of  Premises.  Effective  as of December  1, 1999,  Exhibit A
attached to the Lease is deleted  and is  substituted  by the Revised  Exhibit A
attached to this Amendment.

     G. Project Site Plan.  Effective as of December 1, 1999, Exhibit Y attached
to the Lease is deleted and is substituted by the Revised  Exhibit Y attached to
this Amendment.

     H.  Acceptance  of Premises.  Tenant  acknowledges  that Suite 187 shall be
leased  to  Tenant  in  an  "as-is"  condition  without  further  obligation  on
Landlord's  part as to  improvements  whatsoever,  except  that  Landlord  shall
shampoo  the  carpet  in Suite 187 and  repaint  Suite  187  utilizing  building
standard paint.

IV.      GENERAL.

     A. Effect of  Amendments.  The Lease shall  remain in full force and effect
except to the extent that it is modified by this Amendment.

     B. Entire  Agreement.  This  Amendment  embodies  the entire  understanding
between Landlord and Tenant with respect to the modifications set forth in "III.
MODIFICATIONS" above and can be changed only by a writing signed by Landlord and
Tenant.

     C.  Counterparts.  If this Amendment is executed in  counterparts,  each is
hereby declared


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to be an  original;  all,  however,  shall  constitute  but  one  and  the  same
amendment. In any action or proceeding, any photographic,  photostatic, or other
copy of this Amendment may be introduced into evidence without foundation.

     D. Defined Terms. All words commencing with initial capital letters in this
Amendment and defined in the Lease shall have the same meaning in this Amendment
as in the Lease, unless they are otherwise defined in this Amendment.

     E.  Corporate and  Partnership  Authority.  If Tenant is a  corporation  or
partnership,  or is  comprised  of  either  or both  of  them,  each  individual
executing this Amendment for the  corporation or partnership  represents that he
or she is duly authorized to execute and deliver this Amendment on behalf of the
corporation  or  partnership  and  that  this  Amendment  is  binding  upon  the
corporation or partnership in accordance with its terms.

     F.  Attorneys'  Fees.  The  provisions of the Lease  respecting  payment of
attorneys' fees shall also apply to this Amendment.

V.   EXECUTION.

     Landlord and Tenant executed this Amendment on the date as set forth in "I.
PARTIES AND DATE." above.


LANDLORD:                                         TENANT:

THE IRVINE COMPANY                                   CELERITY SOLUTIONS, INC.,
                                                     a Delaware corporation



By______________________________________             By_________________________
  Robert E. Williams, Jr., President,
  Irvine Industrial Company, a division              Title______________________
  of The Irvine Company


By____________________________________               By_________________________
  Nancy E. Trujillo,
  Assistant Secretary                                Title______________________