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                                                                  EXHIBIT 10.04

                                       *

This Lease between Dove Holdings, Inc. a California Corporation ("Landlord"),
and Dovebid, Inc. a Delaware Corporation, ("Tenant"), is dated April 22, 2002.

1.   LEASE OF PREMISES.

In consideration of the Rent (as defined at Section 5.4) and the provisions of
this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises shown by diagonal lines on the floor plan attached hereto as Exhibit
"A", and further described at Section 21. The Premises are located within the
Building and Project described in Section 2m. Tenant shall have the non-
exclusive right (unless otherwise provided herein) in common with Landlord,
other tenants, subtenants and invitees, to use of the Common Areas (as defined
at Section 2e).

2.   DEFINITIONS.

As used in this Lease, the following terms shall have the following meanings:

a.   Base Rent (initial): $3.75 per sq.ft. per month fully serviced/$45.00 per
     year.

b.   Base Year: The calendar year of 2002.

c.   Broker(s)
          Landlord's: N/A.

          Tenant's: N/A.

d.   Commencement Date: May 1, 2002.

e.   Common Areas: the building lobbies, common corridors and hallways,
     restrooms, garage and parking areas, stairways, elevators and other
     generally understood public or common areas. Landlord shall have the right
     to regulate or restrict the use of the Common Areas.

f.   Expense Stop: (fill in if applicable): $ N/A.

g.   Expiration Date: April 30, 2005, unless otherwise sooner terminated in
     accordance with the provisions of this Lease. Tenant may extend this lease
     twice for an additional three (3) years each extension under the same terms
     as set forth herein.

h.   Index (Section 5.2): United States Department of Labor, Bureau of Labor
     Statistics Consumer Price Index for All Urban Consumers, San Francisco -
     Oakland, San Jose Metropolitan Average, Subgroup "All Items" (1982 - 1984
     = 100).

i.   Landlord's Mailing Address: 1241 E. Hillsdale Blvd., Ste. 100 Foster City,
     CA 94404.

     Tenant's Mailing Address: 1241 E. Hillsdale Blvd., Ste. 100 Foster City, CA
     94404.

j.   Monthly installments of Base Rent (initial): $112,500.00 fully serviced per
     month.

k.   Parking: Tenant shall be permitted, free of charge to park 120 cars on a
     non-exclusive basis in the area(s) designated by Landlord for parking.
     Tenant shall abide by any and all parking regulations and rules established
     from time to time by Landlord or Landlord's parking operator.

l.   Premises: that portion of the Building containing approximately +30,000
                                                                     -
     square feet of Rentable Area, shown by diagonal lines on Exhibit "A",
     located on the first and second floors of the Building and known as Suites
     100, 201, 203, 204,and 210.

m.   Project: the building of which the Premises are a part (the "Building") and
     any other buildings or improvements on the real property (the "Property")
     located at 1241 E. Hillsdale Boulevard, Foster City. The Project is known
     as Dove Building.

n.   Rentable Area: as to both the Premises and the Project, the respective
     measurements of floor area as may from time to time be subject to lease by
     Tenant and all tenants of the Project, respectively, as determined by
     Landlord and applied on a consistent basis throughout the Project.

                                      (1)

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o.   Security Deposit (Section 7): $ None.

p.   State: the State of California.

q.   Tenant's First Adjustment Date (Section 5.2): the first day of the calendar
     month following the Commencement Date plus _____ months. See Base Rent
     Schedule.

r.   Tenant's Proportionate Share: 75.7%. Such share is a fraction, the
     numerator of which is the Rentable Area of the Premises, and the
     denominator of which is the Rentable Area of the Project, as determined by
     Landlord from time to time. The Project consists of 39,633 building(s)
     containing a total Rentable Area of 39,633 square feet.

s.   Tenant's Use Clause (Article 8): General office and all legally related
     uses.

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

t.   Term: the period commencing on the Commencement Date and expiring at
     midnight on the Expiration Date.

3.   EXHIBITS AND ADDENDA.

The exhibits and addenda listed below (unless lined out) are incorporated by
reference in this Lease:

a.   Exhibit "A"-Floor Plan showing the Premises.
b.
c.
d.
e.
f.   Addenda:

     See Addemdum to Office Building Lease
     --------------------------------------------------------------------------

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

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

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

4.   DELIVERY OF POSSESSION.

If for any reason Landlord does not deliver possession of the Premises to Tenant
on the Commencement Date, Landlord shall not be subject to any liability for
such failure, the Expiration Date shall not change and the validity of this
Lease shall not be impaired, but Rent shall be abated until delivery of
possession. "Delivery of possession" shall be deemed to occur on the date
Landlord completes Landlord's Work as defined in Exhibit "C." If Landlord
permits Tenant to enter into possession of the Premises before the Commencement
Date, such possession shall be subject to the provisions of this Lease,
including, without limitation, the payment of Rent.

5.   RENT.

5.1. Payment of Base Rent. Tenant agrees to pay the Base Rent for the Premises.
Monthly installments of Base Rent shall be payable in advance on the first day
of each calendar month of the Term. If the Term begins (or ends) on other than
the first (or last) day of a calendar month, the Base Rent for the partial month
shall be prorated on a per diem basis. Tenant shall pay Landlord the first
Monthly Installment of Base Rent when Tenant executes the Lease.

5.2  Adjusted Base Rent.
     a. The Base Rent (and the corresponding Monthly Installments of Base Rent)
     set forth at Section 2a shall be adjusted annually (the "Adjustment Date"),
     commencing on Tenant's First Adjustment Date. Adjustments, if any, shall be
     based upon increases (if any) in the Index. The Index in publication three
     (3) months before the Commencement Date shall be the "Base Index." The
     Index in publication three (3) months before each Adjustment Date shall be
     the "Comparison Index." As of each Adjustment Date, the Base Rent payable
     during the ensuring twelve-month period shall be determined by increasing
     the initial Base Rent by a percentage equal to the percentage increase, if
     any, in the Comparison Index over the Base Index. If the Comparison Index
     for any Adjustment Date is equal to or less than the Comparison Index for
     the preceding Adjustment Date (or the Base Index, in the case of First
     Adjustment Date), the Base Rent for the ensuing twelve-month period shall
     remain the amount of Base Rent payable during the preceding twelve-month
     period. When the Base Rent payable as of each Adjustment Date is
     determined, Landlord shall promptly give Tenant written notice of such
     adjusted Base Rent and the manner in which it was computed. The Base Rent
     as so adjusted from time to time shall be the "Base Rent" for all purposes
     under this Lease.

     b. If at any Adjustment Date the Index no longer exists in the form
     described in this Lease, Landlord may substitute any substantially
     equivalent official index published by the Bureau of Labor Statistics or
     its successor. Landlord shall use any appropriate conversion factors to
     accomplish such substitution. The substitute index shall then become the
     "Index" hereunder.

5.3  Project Operating Costs.
     a. In order that the Rent payable during the Term reflect any increase in
     Project Operating Costs, Tenant agrees to pay to Landlord as Rent, Tenant's
     Proportionate Share of all increases in costs, expenses and obligations
     attributable to the Project and its operation, all as provided below.

     b. If, during any calendar year during the Term, Project Operating Costs
     exceed the Project Operating Costs for the Base Year, Tenant shall pay to
     Landlord, in addition to the Base Rent and all other payments due under
     this Lease, an amount equal to Tenant's Proportionate Share of such excess
     Project Operating Costs in accordance with the provisions of this Section
     5.3b.

                                      (2)



<PAGE>

(1)  The term "Project Operating Costs" shall include all those items described
     in the following subparagraphs (a) and (b).

     (a)  All taxes, assessments, water and sewer charges and other similar
     governmental charges levied on or attributable to the Building or Project
     or their operation, including without limitation, (i) real property taxes
     or assessments levied or assessed against the Building or Project, (ii)
     assessments or charges levied or assessed against the Building or Project
     by any redevelopment agency, (iii) any tax measured by gross rentals
     received from the leasing of the Premises, Building or Project, excluding
     any net income, franchise, capital stock, estate or inheritance taxes
     imposed by the State or federal government or their agencies, branches or
     departments; provided that if at any time during the Term any governmental
     entity levies, assesses or imposes on Landlord any (1) general or special,
     ad valorem or specific, excise, capital levy or other tax, assessment, levy
     or charge directly on the Rent received under this Lease or on the rent
     received under any other leases of space in the Building or Project, or (2)
     any license fee, excise or franchise tax, assessment, levy or charge
     measured by or based, in whole or in part, upon such rent, or (3) any
     transfer, transaction, or similar tax, assessment, levy or charge based
     directly or indirectly upon the transaction represented by this Lease or
     such other leases, or (4) any occupancy, use, per capita or other tax,
     assessment, levy or charge based directly or indirectly upon the use or
     occupancy of the Premises or other premises within the Building or Project,
     then any such taxes, assessments, levies and charges shall be deemed to be
     included in the term Project Operating Costs. If at any time during the
     Term the assessed valuation of, or taxes on, the Project are not based on a
     completed Project having at least eighty-five percent (85%) of the Rentable
     Area occupied, then the "taxes" component of Project Operating Costs shall
     be adjusted by Landlord to reasonably approximate the taxes which would
     have been payable if the Project were completed and at least eighty-five
     percent (85%) occupied.

     (b)  Operating costs incurred by Landlord in maintaining and operating the
     Building and Project, including without limitation the following: costs of
     (1) utilities; (2) supplies; (3) insurance (including public liability,
     property damage, earthquake, and fire and extended coverage insurance for
     the full replacement cost of the Building and Project as required by
     Landlord or its lenders for the Project; (4) services of independent
     contractors; (5) compensation (including employment taxes and fringe
     benefits) of all persons who perform duties connected with the operation,
     maintenance, repair or overhaul of the Building or Project, and equipment,
     improvements and facilities located within the Project, including without
     limitation engineers, janitors, painters, floor waxers, window washers,
     security and parking personnel and gardeners (but excluding persons
     performing services not uniformly available to or performed for
     substantially all Building or Project tenants); (6) operation and
     maintenance of a room for delivery and distribution of mail to tenants of
     the Building or Project as required by the U.S. Postal Service (including,
     without limitation, an amount equal to the fair market rental value of the
     mail room premises); (7) management of the Building or Project, whether
     managed by Landlord or an independent contractor (including, without
     limitation, an amount equal to the fair market value of any on-site
     manager's office); (8) rental expenses for (or a reasonable depreciation
     allowance on) personal property used in the maintenance, operation or
     repair of the Building or Project; (9) costs, expenditures or charges
     (whether capitalized or not) required by any governmental or quasi-
     governmental authority; (10) amortization of capital expenses (including
     financing costs) (i) required by a governmental entity for energy
     conversation or life safety purposes, or (ii) made by Landlord to reduce
     Project Operating Costs; and (11) any other costs or expenses incurred by
     Landlord under this Lease and not otherwise reimbursed by tenants of the
     Project. If at any time during the Term, less than eighty-five percent
     (85%) of the Rentable Area of the Project is occupied, the "operating
     costs" component of Project Operating Costs shall be adjusted by Landlord
     to reasonably approximate the operating costs which would have been
     incurred if the Project had been at least eighty-five percent (85%)
     occupied.

(2)  Tenant's Proportionate Share of Project Operating Costs shall be payable by
     Tenant to Landlord as follows:

     (a)  Beginning with the calendar year following the Base Year and for each
     calendar year thereafter ("Comparison Year"), Tenant shall pay Landlord an
     amount equal to Tenant's Proportionate Share of the Project Operating Costs
     incurred by Landlord in the Comparison Year which exceeds the total amount
     of Project Operating Costs payable by Landlord for the Base Year. This
     excess is referred to as the "Excess Expenses."

     (b)  To provide for current payments of Excess Expenses, Tenant shall, at
     Landlord's request, pay as additional rent during each Comparison Year, an
     amount equal to Tenant's Proportionate Share of the Excess Expenses payable
     during such Comparison Year, as estimated by Landlord from time to time.
     Such payments shall be made in monthly installments, commencing on the
     first day of the month following the month in which Landlord warrants
     Tenant of the amount it is to pay hereunder and continuing until the first
     day of the month following the month in which Landlord gives Tenant a new
     notice of estimated Excess Expenses. It is the intention hereunder to
     estimate from time to time the amount of the Excess Expenses for each
     Comparison Year and Tenant's Proportionate Share thereof, and then to make
     an adjustment in the following year based on the actual Excess Expenses
     incurred for that Comparison Year.

     (c)  On or before April 1 of each Comparison Year after the first
     Comparison Year (or as soon thereafter as is practical), Landlord shall
     deliver to Tenant a statement setting forth Tenant's Proportionate Share of
     the Excess Expenses for the preceding Comparison Year. If Tenant's
     Proportionate Share of the actual Excess Expenses for the previous
     Comparison Year exceeds the total of the estimated monthly payments made by
     Tenant for such year, Tenant shall pay Landlord the amount of the
     deficiency within ten (10) days of the receipt of the statement. If such
     total exceeds Tenant's Proportionate Share of the actual Excess Expenses
     for such Comparison Year, then Landlord shall credit against Tenant's next
     ensuing monthly installment(s) of additional rent an amount equal to the
     difference until the credit is exhausted. If a credit is due from Landlord
     on the Expiration Date, Landlord shall pay Tenant the amount of the credit.
     The obligations of Tenant and Landlord to make payments required under this
     Section 5.3 shall survive the Expiration Date.

     (d)  Tenant's Proportionate Share of Excess Expenses in any Comparison Year
     having less than 365 days shall be appropriately prorated.

     (e)  If any dispute arises as to the amount of any additional rent due
     hereunder, Tenant shall have the right after reasonable notice and at
     reasonable times to inspect Landlord's accounting records at Landlord's
     accounting office and, if after such inspection Tenant still disputes the
     amount of additional rent owed, a certification as to the proper amount
     shall be made by Landlord's certified public accountant, which
     certification shall be final and conclusive. Tenant agrees to pay the cost
     of such certification unless it is determined that Landlord's original
     statement overstated Project Operating Costs or Tenant's share thereof by
     more than two and one half percent (2 1/2%).

                                      (3)


<PAGE>

     (f)  If this Lease sets forth an Expense Stop at Section 2f, then during
     the Term Tenant shall be liable for Tenant's Proportionate Share of any
     actual Project Operating Costs which exceed the amount of the Expense Stop.
     Tenant shall make current payments of such excess costs during the Term in
     the same manner as is provided for payment of Excess Expenses under the
     applicable provisions of Section 5.3b(2)(b) and (c) above.

5.4  Definition of Rent.  All costs and expenses which Tenant assumes or agrees
to pay to Landlord under this Lease shall be deemed additional rent (which,
together with the Base Rent is sometimes referred to as the "Rent"). The Rent
shall be paid to the Building manager (or other person) and at such place, as
Landlord may from time to time designate in writing, without any prior demand
therefor and without deduction or offset, in lawful money of the United States
of America.

5.5  [deleted]

5.6  Taxes Payable by Tenant. In addition to the Rent and any other charges to
be paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand for any
and all taxes payable by Landlord (other than net income taxes) which are not
otherwise reimbursable under this Lease, whether or not now customary or within
the contemplation of the parties, where such taxes are upon, measured by or
reasonably attributable to (a) the cost or value of Tenant's equipment,
furniture, fixtures and other personal property located in the Premises, or the
cost or value of any leasehold improvements made in or to the Premises by or for
Tenant, other than Building Standard Work made by Landlord, regardless of
whether title to such improvements is held by Tenant or Landlord; (b) the gross
of net Rent payable under this Lease, including, without limitation, any rental
or gross receipts tax levied by any taxing authority with respect to the receipt
of the Rent hereunder; (c) the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or
any portion thereof; or (d) this transaction or any document to which Tenant is
a party creating or transferring an interest or an estate in the Premises. If it
becomes unlawful for Tenant to reimburse Landlord for any costs as required
under this Lease, the Base Rent shall be revised to net Landlord the same net
Rent after imposition of any tax or other charge upon Landlord as would have
been payable to Landlord but for the reimbursement being unlawful.

6.  INTEREST AND LATE CHARGES.

If Tenant fails to pay when due any Rent or other amounts or charges which
Tenant is obligated to pay under the terms of this Lease, the unpaid amounts
shall bear interest at the maximum rate then allowed by law. Therefore, in
addition to interest, if any such installment is not received by Landlord
within ten (10) days from the date it is due, Tenant shall pay Landlord a late
charge equal to six percent (6%) of such installment. Landlord and Tenant agree
that this late charge represents a reasonable estimate of such costs and
expenses and is fair compensation to Landlord for the loss suffered from such
nonpayment by Tenant. Acceptance of any interest or late charge shall not
constitute a waiver of Tenant's default with respect to such nonpayment by
Tenant nor prevent Landlord from exercising any other rights or remedies
available to Landlord under this Lease.

7.  SECURITY DEPOSIT.

8.  TENANT'S USE OF THE PREMISES.

Tenant shall use the Premises solely for the purposes set forth in Tenant's Use
Clause.  Tenant shall not use or occupy the Premises in violation of law or any
covenant, condition or restriction affecting the Building or Project or the
certificate of occupancy issued for the Building or Project, and shall, upon
notice from Landlord, immediately discontinue any use of the Premises which is
declared by any governmental authority having jurisdiction to be a violation of
law or the certificate of occupancy.  Tenant, at Tenant's own cost and expense,
shall comply with all laws, ordinances, regulations, rules and/or any directions
of any governmental agencies or authorities having jurisdiction which shall, by
reason of the nature of Tenant's use or occupancy of the Premises, impose any
duty upon Tenant or Landlord with respect to the Premises or its use or
occupation. A judgement of any court of competent jurisdiction or the admission
by Tenant in any action or proceeding against Tenant that Tenant has violated
any such laws, ordinances, regulations, rules and/or directions in the use of
the Premises shall be deemed to be a conclusive determination of that fact as
between Landlord and Tenant. Tenant shall not do or permit to be done anything
which will invalidate or increase the cost of any fire, extended coverage or
other insurance policy covering the Building or Project and/or property located
therein, and shall comply with all rules, orders, regulations, requirements and
recommendations of the Insurance Services Office or any other organization
performing a similar function. Tenant shall

                                      (4)

<PAGE>

promptly upon demand reimburse Landlord for any additional premium charged for
such policy by reason of Tenant's failure to comply with the provisions of this
Article. Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Building or Project, or injure or annoy them, or use
or allow the Premises to be used for any improper, immoral, unlawful or
objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance
in, on or about the Premises. Tenant shall not commit or suffer to be committed
any waste in or upon the Premises.


9. SERVICES AND UTILITIES.

Landlord agrees to furnish to the Premises during generally recognized business
days, and during hours determined by Landlord in its sole discretion, and
subject to the Rules and Regulations of the Building or Project, electricity for
normal desk top office equipment and normal copying equipment, and heating,
ventilation and air conditioning ("HVAC") as required in Landlord's reasonable
judgement for the comfortable use and occupancy of the Premises. If Tenant
desires HVAC at any other time, Landlord shall use reasonable efforts to furnish
such service upon reasonable notice from Tenant and Tenant shall pay Landlord's
actual costs therefor on demand. Landlord shall also maintain and keep lighted
the common stairs, common entries and restrooms in the Building. Landlord shall
not be in default hereunder or be liable for any damages directly or indirectly
resulting from, nor shall the Rent be abated by reason of (i) the installation,
use or interruption of use of any equipment in connection with the furnishing of
any of the foregoing services, (ii) failure to furnish or delay in furnishing
any such services where such failure or delay is caused by accident or any
condition or event beyond the reasonable control of Landlord, or by the making
of necessary repairs or improvements to the Premises, Building or Project, or
(iii) the limitation, curtailment or rationing of, or restrictions on, use of
water, electricity, gas or any other form of energy serving the Premises,
Building or Project. Landlord shall not be liable under any circumstances for a
loss of or injury to property or business, however occurring, through or in
connection with or incidental to failure to furnish any such services. If Tenant
uses heat generating machines or equipment in the Premises which affect the
temperature otherwise maintained by the HVAC system, Landlord reserves the right
to install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation, operation and maintenance thereof,
shall be paid by Tenant to Landlord upon demand by Landlord.

Tenant shall not, without the written consent of Landlord, use any apparatus or
device in the Premises, including without limitation, electronic data processing
machines, punch card machines or machines using in excess of 120 volts, which
consumes more electricity than is usually furnished or supplied for the use of
premises as general office space, as determined by Landlord. Tenant shall not
connect any apparatus with electric current except through existing electrical
outlets in the Premises. Tenant shall not consume water or electric current in
excess of that usually furnished or supplied for the use of premises as general
office space (as determined by Landlord), without first procuring the written
consent of Landlord, which Landlord may refuse, and in the event of consent,
Landlord may have installed a water meter or electrical current meter in the
Premises to measure the amount of water or electric current consumed. The cost
of any such meter and of its installation, maintenance and repair shall be paid
for by the Tenant and Tenant agrees to pay to Landlord promptly upon demand for
all such water and electric current consumed as shown by said meters, at the
rates charged for such services by the local public utility plus any additional
expense incurred in keeping account of the water and electric current so
consumed. If a separate meter is not installed, the excess cost for such water
and electric current shall be established by an estimate made by a utility
company or electrical engineer hired by Landlord at Tenant's expense.

Nothing contained in this Article shall restrict Landlord's right to require at
any time separate metering of utilities furnished to the Premises. In the event
utilities are separately metered, Tenant shall pay promptly upon demand for all
utilities consumed at utility rates charged by the local public utility plus any
additional expense incurred by Landlord in keeping account of the utilities so
consumed. Tenant shall be responsible for the maintenance and repair of any such
meters at its sole cost.

Landlord shall furnish elevator service, lighting replacement for building
standard lights, restroom supplies, window washing and janitor services in a
manner that such services are customarily furnished to comparable office
buildings in the area.

10. CONDITION OF THE PREMISES.

Tenant's taking possession of the Premises shall be deemed conclusive evidence
that as of the date of taking possession the Premises are in good order and
satisfactory condition, except for such matters as to which Tenant gave Landlord
notice on or before the Commencement Date. No promise of Landlord to alter,
remodel, repair or improve the Premises, the Building or the Project and no
representation, express or implied, respecting any matter or thing relating to
the Premises, Building, Project or this Lease (including, without limitation,
the condition of the Premises, the Building or the Project) have been made to
Tenant by Landlord or its Broker or Sales Agent, other than as may be contained
herein or in a separate exhibit or addendum signed by Landlord and Tenant.

11. CONSTRUCTION, REPAIRS AND MAINTENANCE.

    a. Landlord's Obligations. Landlord shall perform Landlord's Work to the
    Premises as described in Exhibit "C." Landlord shall maintain in good order,
    condition and repair the Building and all other portions of the Premises not
    the obligation of Tenant or of any other tenant in the Building.

    b. Tenant's Obligations.

       (1)

       (2) Tenant at Tenant's sole expense shall, except for services furnished
       by Landlord pursuant to Article 9 hereof, maintain the Premises in good
       order, condition and repair, including the interior surfaces of the
       ceilings, walls and floors, all doors, all interior windows, all
       plumbing, pipes and fixtures, electrical wiring, switches and fixtures,
       Building Standard furnishings and special items and equipment installed
       by or at the expense of Tenant.


       (3) Tenant shall be responsible for all repairs and alterations in and to
       the Premises, Building and Project and the facilities and systems
       thereof, the need for which arises out of (i) Tenant's use or occupancy
       of the Premises, (ii) the installation, removal, use or operation of
       Tenant's Property (as defined in Article 13) in the Premises, (iii) the
       moving of Tenant's Property into or out of the Building, or (iv) the act,
       omission, misuse or negligence of Tenant, its agents, contractors,
       employees or invitees.

                                      (5)

<PAGE>

        (4) If Tenant fails to maintain the Premises in good order, condition
        and repair, Landlord shall give Tenant notice to do such acts as are
        reasonably required to so maintain the Premises. If Tenant fails to
        promptly commence such work and diligently prosecute it to completion,
        then Landlord shall have the right to do such acts and expend such funds
        at the expense of Tenant as are reasonably required to perform such
        work. Any amount so expended by Landlord shall be paid by Tenant
        promptly after demand with interest at the prime commercial rate then
        being charged by Bank of America NT & SA plus two percent (2%) per
        annum, from the date of such work, but not to exceed the maximum rate
        then allowed by law. Landlord shall have no liability to Tenant for any
        damage, inconvenience, or interference with the use of the Premises by
        Tenant as a result of performing any such work.


     c. Compliance with Law. Landlord and Tenant shall each do all acts required
     to comply with all applicable laws, ordinances, and rules of any public
     authority relating to their respective maintenance obligations as set forth
     herein.

     d. [deleted]

     e. Load and Equipment Limits. Tenant shall not place a load upon any floor
     of the Premises which exceeds the load per square foot which such floor was
     designed to carry, as determined by Landlord or Landlord's structural
     engineer. The cost of any such determination made by Landlord's structural
     engineer shall be paid for by Tenant upon demand. Tenant shall not install
     business machines or mechanical equipment which cause noise or vibration to
     such a degree as to be objectionable to Landlord or other Building tenants.

     f. Provided Land1ord is without fault except as otherwise expressly
     provided in this Lease, Landlord shall have no liability to Tenant nor
     shall Tenant's obligations under this Lease be reduced or abated in any
     manner whatsoever by reason of any inconvenience, annoyance, interruption
     or injury to business arising from Landlord's making any repairs or changes
     which Landlord is required or permitted by this Lease or by any other
     tenant's lease or required by law to make in or to any portion of the
     Project, Building or the Premises. Landlord shall nevertheless use
     reasonable efforts to minimize any interference with Tenant's business in
     the Premises.

     g. Tenant shall give Landlord prompt notice of any damage to or defective
     condition in any part or appurtenance of the Building's roof foundations,
     structural components, mechanical, electrical, plumbing, HVAC or other
     systems serving, located in, or passing through the Premises.

     h. Upon the expiration or earlier termination of this Lease, Tenant shall
     return the Premises to Landlord clean and in the same condition as on the
     date Tenant took possession, except for normal wear and tear. Any damage to
     the Premises, including any structural damage, resulting from Tenant's use
     or from the removal of Tenant's fixtures, furnishings and equipment
     pursuant to Section 13b shall be repaired by Tenant at Tenant's expense.

12.  ALTERATIONS AND ADDITIONS.

     a. Tenant shall not make any additions, alterations or improvements to the
     Premises without obtaining the prior written consent of Landlord.
     Landlord's consent may be conditioned on Tenant's removing any such
     additions, alterations or improvements upon the expiration of the Term and
     restoring the Premises to the same condition as on the date Tenant took
     possession. All work with respect to any addition, alteration or
     improvement shall be done in a good and workmanlike manner by properly
     qualified and licensed personnel approved by Landlord, and such work shall
     be diligently prosecuted to completion. Landlord may, at Landlord's option,
     require that any such work be performed by Landlord's contractor, in which
     case the cost of such work shall be paid for before commencement of the
     work.

     b. Tenant shall pay the costs of any work done on the Premises pursuant to
     Section 12a, and shall keep the Premises, Building and Project free and
     clear of liens of any kind. Tenant shall indemnify, defend against and keep
     Landlord free and harmless from all liability, loss, damage, costs,
     attorneys' fees and any other expense incurred on account of claims by any
     person performing work or furnishing materials or supplies for Tenant or
     any person claiming under Tenant.

     Tenant shall keep Tenant's leasehold interest, and any additions or
     improvements which are or become the property of Landlord under this Lease,
     free and clear of all attachment or judgment liens. Before the actual
     commencement of any work for which a claim or lien may be filed, Tenant
     shall give Landlord notice of the intended commencement date a sufficient
     time before that date to enable Landlord to post notices of non-
     responsibility or any other notices which Landlord deems necessary for the
     proper protection of Landlord's interest in the Premises, Building or the
     Project, and Landlord shall have the right to enter the Premises and post
     such notices at any reasonable time.

     c. Landlord may require, at Landlord's sole option, that Tenant provide to
     Landlord, at Tenant's expense, a lien and completion bond in an amount
     equal to at least one and one-half (1 1/2) times the total estimated cost
     of any additions, alterations or improvements to be made in or to the
     Premises, to protect Landlord against any liability for mechanic's and
     materialmen's liens and to insure timely completion of the work. Nothing
     contained in this Section 12c shall relieve Tenant of its obligation under
     Section 12b to keep the Premises, Building and Project free of all liens.

     d. Unless their removal is required by Landlord as provided in Section 12a,
     all additions, alterations and improvements made to the Premises shall
     become the property of Landlord and be surrendered with the Premises upon
     the expiration of the Term; provided, however, Tenant's equipment,
     machinery and trade fixtures which can be removed without damage to the
     Premises shall remain the property of Tenant and may be removed, subject to
     the provisions of Section 13b.

13.  LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.

     a. All fixtures, equipment, improvements and appurtenances attached to or
     built into the Premises at the commencement of or during the Term, whether
     or not by or at the expense of Tenant ("Leasehold Improvement"), shall be
     and remain a part of the Premises, shall be the property of Landlord and
     shall not be removed by Tenant, except as expressly provided in Section
     13b.

                                      (6)

<PAGE>

     b. All movable paritions, business and trade fixtures, machinery and
     equipment, communications equipment and office equipment located in the
     Premises and acquired by or for the account of Tenant, without expense to
     Landlord, which can be removed without structural damage to the Building,
     and all furniture, furnishings and other articles of movable personal
     property owned by Tenant and located in the Premise (collectively "Tenant's
     Property") shall be and shall remain the property of Tenant and may be
     removed by Tenant at any time during the Term; provided that if any of
     Tenant's Property is removed, Tenant shall promptly repair any damage to
     the Premises or to the Building resulting from such removal.


14.  RULES AND REGULATIONS.

Tenant agrees to comply with (and cause its agents, contractors, employees and
invitees to comply with) the rules and regulations attached hereto Exhibit "D"
and with such reasonable modifications thereof and additions thereto as Landlord
may from time to time make. Landlord shall not be responsible for any violaton
of said rules and regulations by other tenants or occupants of the Building or
Project.

15.  CERTAIN RIGHTS RESERVED BY LANDDLORD.

Landlord reserves the following rights, exercisable without libility to Tenant
for (a) damage or injury to property, person or business, (b) causing an actual
or constructive eviction from the Premises, or (c) disturbing Tenant's use or
possession of the Premises:

     a. To name the Building and Project and to change the name or street
     address of the Building or Project;

     b. To install and maintain all signs on the exterior and interior of the
     Building and Project;

     c. To have pass keys to the Premises and all doors within the Premises,
     excluding Tenant's vaults and safes;

     d. At any time during the Term, and on reasonable prior notice to Tenant,
     to inspect the Premises, and to show the Premises to any prospective
     purchaser or mortgagee of the Project, or to any assignee of any mortgage
     on the Project, or to others having an interest in the Project or Landlord,
     and during the last six months of the Term, to show the Premises to
     prospective tenants thereof; and

     e. To enter the Premises for the purpose of making inspections, repairs,
alterations, additions or improvements to the Premises or the Building
(including, without limitation, checking, calibrating, adjusting or balancing
controls and other parts of the HVAC systems), and to take all steps as may be
necessary or desirable for the safety, protection, maintenance or preservation
of the premises or the Building or Landlords's interest therein, or as may be
necessary or desirable for the operation or improvement of the Building or in
order to comply with laws, orders or requirements of govermental or other
authority. Landlord agrees to use its best efforts (except in any emergency) to
minimize interference with Tenant's business in the Premises in the course of
any such entry.

16.  ASSIGNMENT AND SUBLETTING

No assignment of this Lease or sublease of all or any part of the Premises shall
be permitted, except as provided in this Article 16.

     a. Tenant shall not, without the prior written consent of Landlord, assign
     or hypothecate this Lease or any interest herein or sublet the Premises
     or any part thereof, or permit the use of the Premises by any party other
     than Tenant. Any of the foregoing acts without such consent shall be void
     and shall, at the option of landlord, terminate this Lease. This Lease
     shall not, nor shall any interest of Tenant herein, be assignable by
     operation of law without the written consent of Landlord.

     b. If at any time or from time to time during the Term Tenant desires to
     assign this Lease or sublet all or any part of the Premises, Tenant shall
     give notice to Landlord setting forth the terms and provisions of the
     proposed assignment or sublease, and the identify of the proposed assignee
     or subltenant. Tenant shall promptly supply Landlord with such information
     concerning the business background and financial condition of such
     proposed assignee or subtenant as Landlord may reasonably request. Landlord
     shall have the option, exercisably by notice given to Tenant within twenty
     (20) days after Tenant's notice is given, either to sublet such space from
     Tenant at the rental and on the other terms set forth in this Lease for the
     term set forth in Tenant's notice, or, in the case of an assignment, to
     terminate this Lease. If Landlord does not exercise such option, Tenant
     may assign the Lease or sublet such space to such proposed assignee or
     subtenant on the following further conditions:

          (1) Landlord shall have the right to approve such proposed assignee
          or subtenant, which approval shall not be unreasonably withheld;

          (2) The assignment or sublease shall be on the substantially same
          terms set forth in the notice given to Landlord;

          (3) No assignment or sublease shall be valid and no assignee or
          sublessee shall take possession of the Premises until an executed
          counterpart of such assignment or sublease has been delivered to
          Landlord;

          (4) No assignee or sublessee shall have a further right to assign or
          sublet except on the terms herein contained; and

          (5) Any sums or other economic consideration received by Tenant as a
          result of such assignment or subletting, however denominated under the
          assignment or sublease, which exceed, in the aggregate, (i) the total
          sums which Tenant is obligated to pay Landlord under this Lease
          (prorated to reflect obligations allocable to any portion of the
          Premises subleased), plus (ii) any real estate brokerage commissions
          or fees payable in connection with such assignment or subletting,
          shall be paid to Landlord as additional rent under this Lease without
          affecting or reducing any other obligations of Tenant hereunder.

c. Notwithstanding the provisions of paragraphs a and b above, Tenant may assign
this Lease or sublet the Premises or any portion thereof, without Landlord's
consent and without extending any recapture or termination option to Landlord,
to any corporation which controls, is controlled by or is under common control
with Tenant, or to any corporation resulting from a merger or consolidation with
Tenant, or to any person or entity which acquires all the assets of Tenant's
business as a going concern, provided that (i) the assignee or sublessee
assumes, in full, the obligations of Tenant under this Lease, (ii) Tenant
remains fully liable under this Lease, and (iii) the use of the Premises under
Article 8 remains unchanged.

                                      (7)

<PAGE>

     d.   No subletting or assignment shall release Tenant of Tenant's
     obligations under this Lease or alter the primary liability of Tenant to
     pay the Rent and to perform all other obligations to be performed by Tenant
     hereunder. The acceptance of Rent by Landlord from any other person shall
     not be deemed to be a waiver by Landlord of any provision hereof. Consent
     to one assignment or subletting shall not be deemed consent to any
     subsequent assignment or subletting. In the event of default by an assignee
     or subtenant of Tenant or any successor of Tenant in the performance of any
     of the terms hereof, Landlord may proceed directly against Tenant without
     the necessity of exhausting remedies against such assignee, subtenant or
     successor. Landlord may consent to subsequent assignments of the Lease or
     sublettings or amendments or modifications to the Lease with assignees of
     Tenant, without notifying Tenant, or any successor of Tenant, and without
     obtaining its or their consent thereto and any such actions shall not
     relieve Tenant of liability under this Lease.

     e.   If Tenant assigns the Lease or sublets the Premises or requests the
     consent of Landlord to any assignment or subletting or if Tenant requests
     the consent of Landlord for any act that Tenant proposes to do, then Tenant
     shall, upon demand, pay Landlord an administrative fee of One Hundred Fifty
     and No/100ths Dollars ($150.00) plus any attorneys' fees reasonably not to
     exceed Three Hundred and No/100th Dollars ($300.00) incurred by Landlord in
     connection with such act or request.

17.  HOLDING OVER.

If after expiration of the Term, Tenant remains in possession of the Premises
with Landlord's permission (express or implied), Tenant shall become a tenant
from month to month only, upon all the provisions of this Lease (except as to
term and Base Rent), but the "Monthly Installments of Base Rent" payable by
Tenant shall be increased to one hundred twenty five percent (125%) of the
Monthly Installments of Base Rent payable by Tenant at the expiration of the
Term. Such monthly rent shall be payable in advance on or before the first day
of each month. If either party desires to terminate such month to month tenancy,
it shall give the other party not less than thirty (30) days advance written
notice of the date of termination.

18.  SURRENDER OF PREMISES.

     a.   Tenant shall peaceably surrender the Premises to Landlord on the
     Expiration Date, in broom-clean condition and in as good condition as when
     Tenant took possession, except for (i) reasonable wear and tear, (ii) loss
     by fire or other casualty, and (iii) loss by condemnation. Tenant shall,
     on Landlord's request, remove Tenant's Property on or before the Expiration
     Date and promptly repair all damage to the Premises or Building caused by
     such removal.

     b.   If Tenant abandons or surrenders the Premises, or is dispossessed by
     process of law or otherwise, any of Tenant's Property left on the Premises
     shall be deemed to be abandoned, and, at Landlord's option, title shall
     pass to Landlord under this Lease as by a bill of sale. If Landlord elects
     to remove all or any part of such Tenant's Property, the cost of removal,
     including repairing any damage to the Premises or Building caused by such
     removal, shall be paid by Tenant. On the Expiration Date Tenant shall
     surrender all keys to the Premises.

19.  DESTRUCTION OR DAMAGE

     a.   If the Premises or the portion of the Building necessary for Tenant's
     occupancy is damaged by fire, earthquake, act of God, the elements of other
     casualty, Landlord shall, subject to the provisions of this Article,
     promptly repair the damage, if such repairs can, in Landlord's opinion, be
     completed within (90) ninety days. If Landlord determines that repairs can
     be completed within ninety (90) days, this Lease shall remain in full force
     and effect, except that if such damage is not the result of the negligence
     or willful misconduct of Tenant or Tenant's agents, employees, contractors,
     licensees or invitees, the Base Rent shall be abated to the extent Tenant's
     use of the Premises is impaired, commencing with the date of damage and
     continuing until completion of the repairs required of Landlord under
     Section 19d.

     b.   If in Landlord's opinion, such repairs to the Premises or portion of
     the Building necessary for Tenant's occupancy cannot be completed within
     ninety (90) days, Landlord may elect, upon notice to Tenant given within
     thirty (30) days after the date of such fire or other casualty, to repair
     such damage, in which event this Lease shall continue in full force and
     effect, but the Base Rent shall be partially abated as provided in Section
     19a. If Landlord does not so elect to make such repairs, this Lease shall
     terminate as of the date of such fire or other casualty.

     c.   If any other portion of the Building or Project is totally destroyed
     or damaged to the extent that in Landlord's opinion repair thereof cannot
     be completed within ninety (90) days, Landlord may elect upon notice to
     Tenant given within thirty (30) days after the date of such fire or other
     casualty, to repair such damage, in which event this Lease shall continue
     in full force and effect, but the Base Rent shall be partially abated as
     provided in Section 19a. If Landlord does not elect to make such repairs,
     this Lease shall terminate as of the date of such fire or other casualty.

     d.   If the Premises are to be repaired under this Article, Landlord shall
     repair at its cost any injury or damage to the Building and Building
     Standard Work in the Premises. Tenant shall be responsible at its sole cost
     and expense for the repair, restoration and replacement of any other
     Leasehold improvements and Tenant's Property. Provided Landlord is without
     fault Landlord shall not be liable for any loss of business, inconvenience
     or annoyance arising from any repair or restoration of any portion of the
     Premises, Building or Project as a result of any damage from fire or other
     casualty.

20.  EMINENT DOMAIN.

     a.   If the whole of the Building or Premises is lawfully taken by
     condemnation or in any other manner for any public or quasi-public
     purposes, this Lease shall terminate as of the date of such taking, and
     Rent shall be prorated to such date. If less than the whole of the Building
     or Premises is so taken, this Lease shall be unaffected by such taking,
     provided that (i) Tenant shall have the right to terminate this Lease by
     notice to Landlord given within ninety (90) days after the date of such
     taking if twenty percent (20%) or more of the Premises is taken and the
     remaining area of the Premises is not reasonably sufficient for Tenant to
     continue operation of its business, and (ii) Landlord shall have the right
     to terminate this Lease by notice to Tenant given within ninety (90) days
     after the date of such taking. If either Landlord or Tenant so elects to
     terminate this Lease, the Lease shall terminate on the thirtieth (30th) day
     after either such notice. The Rent shall be prorated to the date of
     termination. If this Lease continues in force upon such partial taking, the
     Base Rent and Tenant's Proportionate Share shall be equitably adjusted
     according to the remaining Rentable Area of the Premises and Project.

                                      (8)



<PAGE>

    b. In the event of any taking, partial or whole, all of the proceeds of any
    award, judgment or settlement payable by the condemning authority shall be
    the exclusive property of Landlord, and Tenant hereby assigns to Landlord
    all of its right, title and interest in any award, judgment or settlement
    from the condemning authority. Tenant, however, shall have the right, to the
    extent that Landlord's award is not reduced or prejudiced, to claim from the
    condemning authority (but not from Landlord) such compensation as may be
    recoverable by Tenant in its own right for relocation expenses and damage to
    Tenant's personal property.

    c. In the event of a partial taking of the Premises which does not result in
    a termination of this Lease, Landlord shall restore the remaining portion of
    the Premises as nearly as practicable to its condition prior to the
    condemnation or taking, but only to the extent of Building Standard Work.
    Tenant shall be responsible at its sole cost and expense for the repair,
    restoration and replacement of any other Leasehold Improvements and Tenant's
    Property.

21. INDEMNIFICATION.

    a. Tenant shall indemnify and hold Landlord harmless against and from
    liability and claims of any kind for loss or damage to property of Tenant or
    any other person, or for any injury to or death of any person, arising out
    of: (1) Tenant's use and occupancy of the Premises, or any work, activity or
    other things allowed or suffered by Tenant to be done in, on or about the
    Premises; (2) any breach or default by Tenant of any of Tenant's obligations
    under this Lease; or (3) any negligent or otherwise tortious act or omission
    of Tenant, its agents, employees, invitees or contractors. Tenant shall at
    Tenant's expense, and by counsel satisfactory to Landlord, defend Landlord
    in any action or proceeding arising from any such claim and shall indemnify
    Landlord against all costs, attorneys' fees, expert witness fees and any
    other expenses incurred in such action or proceeding. As a material part of
    the consideration for Landlord's execution of this Lease, Tenant hereby
    assumes all risk of damage or injury to any person or property in, on or
    about the Premises from any cause.

    b. Provided Landlord is without fault Landlord shall not be liable for
    injury or damage which may be sustained by the person or property of Tenant,
    its employees, invitees or customers, or any other person in or about the
    Premises, caused by or resulting from fire, steam, electricity, gas, water
    or rain which may leak or flow from or into any part of the Premises, or
    from the breakage, leakage, obstruction or other defects of pipes,
    sprinklers, wires, appliances, plumbing, air conditioning or lighting
    fixtures, whether such damage or injury results from conditions arising upon
    the Premises or upon other portions of the Building or Project or from other
    sources. Landlord shall not be liable for any damages arising from any act
    or omission of any other tenant of the Building or Project.

22. TENANT'S INSURANCE.

    a. All insurance required to be carried by Tenant hereunder shall be issued
    by responsible insurance companies reasonably acceptable to Landlord and
    Landlord's lender and qualified to do business in the State. Each policy
    shall name Landlord, and at Landlord's request any mortgagee of Landlord, as
    an additional insured, as their respective interests may appear. Each policy
    shall contain (i) a cross-liability endorsement, (ii) a provision that such
    policy and the coverage evidenced thereby shall be primary and non-
    contributing with respect to any policies carried by Landlord and that any
    coverage carried by Landlord shall be excess insurance, and (iii) a waiver
    by the insurer of any right of subrogation against Landlord, its agents,
    employees and representatives, which arises or might arise by reason of any
    payment under such policy or by reason of any act or omission of Landlord,
    its agents, employees or representatives. A copy of each paid up policy
    (authenticated by the insurer) or certificate of the insurer evidencing the
    existence and amount of each insurance policy required hereunder shall be
    delivered to Landlord before the date Tenant is first given the right of
    possession of the Premises, and thereafter within thirty (30) days after any
    demand by Landlord therefor. Landlord may, at any time and from time to
    time, inspect and/or copy any insurance policies required to be maintained
    by Tenant hereunder. No such policy shall be cancellable except after twenty
    (20) days written notice to Landlord and Landlord's lender. Tenant shall
    furnish Landlord with renewals or "binders" of any such policy at least ten
    (10) days prior to the expiration thereof. Tenant agrees that if Tenant does
    not take out and maintain such insurance, Landlord may fifteen (15) days
    following notice (but shall not be required to) procure said insurance on
    Tenant's behalf and charge the Tenant the premiums. Tenant shall have the
    right to provide such insurance coverage pursuant to blanket policies
    obtained by the Tenant, provided such blanket policies expressly afford
    coverage to the Premises, Landlord, Landlord's mortgagee and Tenant as
    required by this Lease.

    b. Beginning on the date Tenant is given access to the Premises for any
    purpose and continuing until expiration of the Term, Tenant shall procure,
    pay for and maintain in effect policies of casualty insurance covering (i)
    all Leasehold Improvements (including any alterations, additions or
    improvements as may be made by Tenant pursuant to the provisions of Article
    12 hereof), and (ii) trade fixtures, merchandise and other personal property
    from time to time in, on or about the Premises, in an amount not less than
    one hundred percent (100%) of their actual replacement cost from time to
    time, providing protection against any peril included within the
    classification "Fire and Extended Coverage" together with insurance against
    sprinkler damage, vandalism and malicious mischief. The proceeds of such
    insurance shall be used for the repair or replacement of the property so
    insured. Upon termination of this Lease following a casualty as set forth
    herein, the proceeds under (i) shall be paid to Landlord, and the proceeds
    under (ii) above shall be paid to Tenant.

    c. Beginning on the date Tenant is given access to the Premises for any
    purpose and continuing until expiration of the Term, Tenant shall procure,
    pay for and maintain in effect workers' compensation insurance as required
    by law and comprehensive public liability and property damage insurance with
    respect to the construction of improvements on the Premises, the use,
    operation or condition of the Premises and the operations of Tenant in, on
    or about the Premises, providing personal injury and broad form property
    damage coverage for not less than One Million Dollars ($1,000,000.00)
    combined single limit for bodily injury, death and property damage
    liability.

    d. Not less than every three (3) years during the Term, Landlord and Tenant
    shall reasonably agree to increases in all of Tenant's insurance policy
    limits for all insurance to be carried by Tenant as set forth in this
    Article. In the event Landlord and Tenant cannot reasonably agree upon the
    amounts of said increases, then Tenant agrees that all insurance policy
    limits as set forth in this Article shall be adjusted for increases in the
    cost of living in the same manner as is set forth in Section 5.2 hereof for
    the adjustment of the Base Rent.

                                      (9)

<PAGE>

23.  WAIVER OF SUBROGATION.

Landlord and Tenant each hereby waive all rights of recovery against the other
and against the officers, employees, agents and representatives of the other, on
account of loss by or damage to the waiving party of its property or the
property of others under its control, to the extent that such loss or damage is
insured against under any fire and extended coverage insurance policy which
either may have in force at the time of the loss or damage. Tenant shall, upon
obtaining the policies of insurance required under this Lease, give notice to
its insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.

24.  SUBORDINATION AND ATTORNMENT.

Upon written request of Landlord, or any first mortgagee or first deed of trust
beneficiary of Landlord, or ground lessor of Landlord, Tenant shall, in
writing, subordinate its rights under this Lease to the lien of any first
mortgage or first deed of trust, or to the interest of any lease in which
Landlord is lessee, and to all advances made or hereafter to be made thereunder.
However, before signing any subordination agreement, Tenant shall have the right
to obtain from any lender or lessor or Landlord requesting such subordination,
an agreement in writing providing that, as long as Tenant is not in default
hereunder, this Lease shall remain in effect for the full Term. Tenant's
possession of the premises shall not be distributed. The holder of any security
interest may, upon written notice to Tenant, elect to have this Lease prior to
its security interest regardless of the time of the granting or recording of
such security interest.

In the event of any foreclosure sale, transfer in lieu of foreclosure or
termination of the lease in which Landlord is lessee, Tenant shall attorn to the
purchaser, transferee or lessor as the case may be, and recognize that party as
Landlord under this Lease, provided such party acquires and accepts the Premises
subject to this Lease.

25.  TENANT ESTOPPEL CERTIFICATES.

Within ten (10) days after written request from Landlord, Tenant shall execute
and deliver to Landlord or Landlord's designee, a written statement certifying
(a) that this Lease is unmodified and in full force and effect, or is in full
force and effect as modified and stating the modifications; (b) the amount of
Base Rent and the date to which Base Rent and additional rent have been paid in
advance; (c) the amount of any security deposited with Landlord; and (d) that
Landlord is not in default hereunder or, if Landlord is claimed to be in
default, stating the nature of any claimed default. Any such statement may be
relied upon by a purchaser, assignee or lender. Tenant's failure to execute and
deliver such statement within the time required shall at Landlord's election be
a default under this Lease and shall also be conclusive upon Tenant that: (1)
this Lease is in full force and effect and has not been modified except as
represented by Landlord; (2) there are no uncured defaults in Landlord's
performance and that Tenant has no right of offset, counter-claim or deduction
against Rent; and (3) not more than one month's Rent has been paid in advance.

26.  TRANSFER OF LANDLORD'S INTEREST.

In the event of any sale or transfer by Landlord of the Premises, Building or
Project, and assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of any and all liability and obligations
contained in or derived from this Lease arising out of any act, occurrence or
omission relating to the Premises, Building, Project or Lease occurring after
the consummation of such sale or transfer, providing the purchaser shall
expressly assume all of the covenants and obligations of Landlord under this
Lease. If any security deposit or prepaid Rent has been paid by Tenant, Landlord
may transfer the security deposit or prepaid Rent to Landlord's successor and
upon such transfer, Landlord shall be relieved of any and all further liability
with respect thereto.

27.  DEFAULT.

27.1.  Tenant's Default. The occurrence of any one or more of the following
events shall constitute a default and breach of this Lease by Tenant:

     a.  If Tenant abandons or vacates the Premises; or

     b.  If Tenant fails to pay any Rent or any other charges required to be
     paid by Tenant under this Lease and such failure continues for five (5)
     days after notice that such payment is past due and payable; or

     c.  If Tenant fails to promptly and fully perform any other covenant,
     condition or agreement contained in this Lease and such failure continues
     for thirty (30) days after written notice thereof from Landlord to Tenant;
     or

     d.  If a writ of attachment or execution is levied on this Lease or on any
     of Tenant's Property; or

     e.  If Tenant makes a general assignment for the benefit of creditors, or
     provides for an arrangement, composition, extension or adjustment with its
     creditors; or

     f.  If Tenant files a voluntary petition for relief or if a petition
     against Tenant in a proceeding under the federal bankruptcy laws or other
     insolvency laws is filed and not withdrawn or dismissed within ninety (90)
     days thereafter, of if under the provisions of any law providing for
     reorganization or winding up of corporations, any court of competent
     jurisdiction assumes jurisdiction, custody or control of Tenant or any
     substantial part of its property and such jurisdiction, custody or control
     remains in force unrelinquished, unstayed or unterminated for a period of
     ninety (90) days; or

     g.  If in any proceeding or action in which Tenant is a party, a trustee,
     receiver, agent or custodian is appointed to take charge of the Premises or
     Tenant's Property (or has the authority to do so) for the purpose of
     enforcing a lien against the Premises or Tenant's Property; or

     h.  If Tenant is a partnership or consists of more than one (1) person or
     entity, if any partner of the partnership or other person or entity is
     involved in any of the acts or events described in subparagraphs d through
     g above.

27.2  Remedies. In the event of Tenant's default hereunder, then in addition to
any other rights or remedies Landlord may have under any law, Landlord shall
have the right, at Landlord's option, without further notice or demand of any
kind to do the following:

     a.  Terminate this Lease and Tenant's right to possession of the Premises
     and reenter the Premises and take possession thereof, and Tenant shall have
     no further claim to the Premises or under this Lease; or

     b.  Continue this Lease in effect, reenter and occupy the Premises for the
     account of Tenant, and collect any unpaid Rent or other charges which have
     or thereafter become due and payable; or

     c.  Reenter the Premises under the provisions of subparagraph b, and
     thereafter elect to terminate this Lease and Tenant's right to possession
     of the Premises.

                                     (10)

<PAGE>

If Landlord reenters the Premises under the provisions of subparagraphs b or c
above, Landlord shall not deemed to have terminated this Lease or the obligation
of Tenant to pay any Rent or other charges thereafter accruing, unless Landlord
notifies Tenant in writing of Landlord's election to terminate this Lease. In
the event of any reentry or retaking of possession by Landlord, Landlord shall
have the right, but not the obligation, to remove all or any part of the
Tenant's Property in the Premises and to place such property in storage at a
public warehouse at the expense and risk of Tenant. If Landlord elects to relet
the Premises for the account of Tenant, the rent received by Landlord from such
reletting shall be applied as follows: first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord; second, to the payment of
any costs of such reletting; third, to the payment of the cost of any
alterations or repairs to the Premises; fourth to the payment of Rent due and
unpaid hereunder; and the balance, if any, shall be held by Landlord and applied
in payment of future Rent as it becomes due. If that portion of rent received
from the reletting which is applied against the Rent due hereunder is less than
the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly
upon demand by Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as determined, any costs and expenses
incurred by Landlord in connection with such reletting or in making alterations
and repairs to the Premises, which are not covered by the rent received from the
reletting.

Should Landlord elect to terminate this Lease under the provisions of
subparagraph a or c above, Landlord may recover as damages from Tenant the
following:

     1. Past Rent. The worth at the time of the award of any unpaid Rent which
        had been earned at the time of termination; plus

     2. Rent Prior to Award. The worth at the time of the award of the amount by
        which the unpaid Rent which would have been earned after termination
        until the time of award exceeds the amount of such rental loss that
        Tenant proves could have been reasonably avoided; plus

     3. Rent after Award. The worth at the time of the award of the amount by
        which the unpaid Rent for the balance of the Term after the time of
        award exceeds the amount of the rental loss that Tenant proves could be
        reasonably avoided; plus

     4. Proximately Caused Damages. Any other amount necessary to compensate
        Landlord for all detriment proximately caused by Tenant's failure to
        perform its obligations under this Lease or which in the ordinary course
        of things would be likely to result therefrom, including, but not
        limited to, any costs or expenses (including attorneys' fees), incurred
        by Landlord in (a) retaking possession of the Premises, (b) maintaining
        the Premises after Tenant's default, (c) preparing the Premises for
        reletting to a new tenant, including any repairs or alterations, and (d)
        reletting the Premises, including broker's commissions.

"The worth at the time of the award" as used in subparagraphs 1 and 2 above, is
to be computed by allowing interest at the rate of ten percent (10%) per annum.
"The worth at the time of the award" as used in subparagraph 3 above, is to be
computed by discounting the amount at the discount rate of the Federal Reserve
Bank situated nearest to the Premises at the time of the award plus one percent
(1%).

The waiver by Landlord of any breach of any term, covenant or condition of this
Lease shall not be deemed a waiver of such term, covenant or condition or of any
subsequent breach of the same or any other term, covenant or condition.
Acceptance of Rent by Landlord subsequent to any breach hereof shall not be
deemed a waiver of any preceding breach other than the failure to pay the
particular Rent so accepted, regardless of Landlord's knowledge of any breach
at the time of such acceptance of Rent. Landlord shall not be deemed to have
waived any term, covenant or condition unless Landlord gives Tenant written
notice of such waiver.

27.3 Landlord's Default. If Landlord fails to perform any covenant, condition or
agreement contained in this Lease within thirty (30) days after receipt of
written notice from Tenant specifying such default, or if such default cannot
reasonably be cured within thirty (30) days, if Landlord fails to commence to
cure within that thirty (30) day period, then Landlord shall be liable to Tenant
for any damages sustained by Tenant as a result of Landlord's breach; provided,
however, it is expressly understood and agreed that if Tenant obtains a money
judgment against Landlord resulting from any default or other claim arising
under this Lease, that judgment shall be satisfied only out of the rents,
issues, profits, and other income actually received on account of Landlord's
right, title and interest in the Premises, Building or Project, and no other
real, personal or mixed property of Landlord (or of any of the partners which
comprise Landlord, if any) whether situated, shall be subject to levy to satisfy
such judgment. If, after notice to Landlord of default, Landlord (or any first
mortgagee or first deed of trust beneficiary of Landlord) fails to cure the
default as provided herein, then Tenant shall have the right to cure that
default at Landlord's expense. Tenant shall not have the right to terminate this
Lease or to withhold, reduce or offset any amount against any payments of Rent
or any other charges due and payable under this Lease except as otherwise
specifically provided herein.

28.  BROKERAGE FEES.

Each party represents that there are no broker or finder fees related to this
transaction.

29.  NOTICES

All notices, approvals and demands permitted or required to be given under this
Lease shall be in writing and deemed duly served or given if personally
delivered or sent by certified or registered U.S. mail, postage prepaid, and
addressed as follows: (a) if to Landlord, to Landlord's Mailing Address and to
the Building manager, and (b) if to Tenant, to Tenant's Mailing Address;
provided, however, notices to Tenant shall be deemed duly served or given if
delivered or mailed to Tenant at the Premises. Landlord and Tenant may from time
to time by notice to the other designate another place for receipt of future
notices.

30.  GOVERNMENT ENERGY OR UTILITY CONTROLS.

In the event of imposition of federal, state or local government controls,
rules, regulations, or restrictions on the use of consumption of energy or other
utilities during the Term, both Landlord and Tenant shall be bound thereby. In
the event of a difference in interpretation by Landlord and Tenant of any such
controls, the interpretation of Landlord shall prevail, and Landlord shall have
the right to enforce compliance therewith, including the right of entry into the
Premises to effect compliance.

31.  RELOCATION OF PREMISES.

                                     (11)















<PAGE>

32. QUIET ENJOYMENT.

Tenant, upon paying the Rent and performing all of its obligations under this
Lease, shall peaceably and quietly enjoy the Premises, subject to the terms of
this Lease and to any mortgage, lease, or other agreement to which this Lease
may be subordinate.

33. OBSERVANCE OF LAW.

Tenant shall not use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated. Tenant shall, at its sole cost and expense, promptly comply with
all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted, relating to, or affecting the condition, use or
occupancy of the Premises, excluding structural changes not related to or
affected by Tenant's improvements or acts. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action against Tenant,
whether Landlord is a party thereto or not, that Tenant has violated any law,
ordinance or governmental rule, regulation or requirement, shall be conclusive
of that fact as between Landlord and Tenant.

34. FORCE MAJEURE.

Any prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, act of God, governmental
restrictions or regulations or controls, judicial orders, enemy or hostile
government actions, civil commotion, fire or other casualty, or other causes
beyond the reasonable control of the party obligated to perform hereunder, shall
excuse performance of the work by that party for a period equal to the duration
of that prevention, delay or stoppage. Nothing in this Article 34 shall excuse
or delay Tenant's obligation to pay Rent or other charges under this Lease.

35. CURING TENANT'S DEFAULTS.

If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account at the expense of Tenant. Tenant shall
pay Landlord all costs of such performance promptly upon receipt of a bill
therefor.

36. SIGN CONTROL.

Tenant shall not affix, paint, erect or inscribe any sign, projection, awning,
signal or advertisement of any kind to any part of the Premises, Building or
Project, including without limitation, the inside or outside of windows or
doors, without the written consent of Landlord. Landlord shall have the right to
remove any signs or other matter, installed without Landlord's permission,
without being liable to Tenant by reason of such removal, and to charge the cost
of removal to Tenant as additional rent hereunder, payable within ten (10) days
of written demand by Landlord.

37. MISCELLANEOUS.

a. Accord and Satisfaction; Allocation of Payments. No payment by Tenant or
receipt by Landlord of a lesser amount than the Rent provided for in this Lease
shall be deemed to be other than on account of the earliest due Rent, nor shall
any endorsement or statement on any check or letter accompanying any check or
payment as Rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of the Rent or pursue any other remedy provided for in this Lease. In
connection with the foregoing, Landlord shall have the absolute right in its
sole discretion to apply any payment received from Tenant to any account or
other payment of Tenant then not current and due or delinquent.

b. Addenda. If any provision contained in an addendum to this Lease is
inconsistent with any other provision herein, the provision contained in the
addendum shall control, unless otherwise provided in the addendum.

c. Attorneys' Fees. If any action or proceeding is brought by either party
against the other pertaining to or arising out of this Lease, the finally
prevailing party shall be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred on account of such action or proceeding.

d. Captions, Articles and Section Numbers. The captions appearing within the
body of this Lease have been inserted as a matter of convenience and for
reference only and in no way define, limit or enlarge the scope or meaning of
this Lease. All references to Article and Section numbers refer to Articles and
Sections in this Lease.

e. Changes Requested by Lender. Neither Landlord or Tenant shall unreasonably
withhold its consent to changes or amendments to this Lease requested by the
lender on Landlord's interest, so long as these changes do not alter the basic
business terms of this Lease or otherwise materially diminish any rights or
materially increase any obligations of the party from whom consent to such
charge or amendment is requested.

f. Choice of Law. This Lease shall be construed and enforced in accordance with
the laws of the State.

g. [deleted]

                                     (12)

<PAGE>

h. Corporate Authority. If Tenant is a corporation, each individual signing this
Lease on behalf of Tenant represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of the corporation, and that this
Lease is binding on Tenant in accordance with its terms. Tenant shall, at
Landlord's request, deliver a certified copy of a resolution of its board of
directors authorizing such execution.

i. Counterparts. This Lease may be executed in multiple counterparts, all of
which shall constitute one and the same Lease.

j. Execution of Lease; No Option. The submission of this Lease to Tenant shall
be for examination purposes only, and does not and shall not constitute a
reservation of or option for Tenant to lease, or otherwise create any interest
of Tenant in the Premises or any other premises within the Building or Project.
Execution of this Lease by Tenant and its return to Landlord shall not be
binding on Landlord notwithstanding any time interval, until Landlord has in
fact signed and delivered this Lease to Tenant.

k. Furnishing of Financial Statements; Tenant's Representations. In order to
induce Landlord to enter into this Lease Tenant agrees that it shall promptly
furnish Landlord, from time to time, upon Landlord's written request, with
financial statements reflecting Tenant's current financial condition. Tenant
represents and warrants that all financial statements, records and information
furnished by Tenant to Landlord in connection with this Lease are true, correct
and complete in all respects.

l. Further Assurances. The parties agree to promptly sign all documents
reasonably requested to give effect to the provisions of this Lease.

m. Mortgagee Protection. Tenant agrees to send by certified or registered mail
to any first mortgagee or first deed of trust beneficiary of Landlord whose
address has been furnished to Tenant, a copy of any notice of default served by
Tenant on Landlord. If Landlord fails to cure such default within the time
provided for in this Lease, such mortgagee or beneficiary shall have an
additional thirty (30) days to cure such default; provided that if such default
cannot reasonably be cured within that thirty (30) day period, then such
mortgagee or beneficiary shall have such additional time to cure the default as
is reasonably necessary under the circumstances.**(pto)

n. Prior Agreements; Amendments. This Lease contains all of the agreements of
the parties with respect to any matter covered or mentioned in this Lease, and
no prior agreement or understanding pertaining to any such matter shall be
effective for any purpose. No provisions of this Lease may be amended or added
to except by an agreement in writing signed by the parties or their respective
successors in interest.

o. Recording. Tenant shall not record this Lease without the prior written
consent of Landlord. Tenant, upon the request of Landlord, shall execute and
acknowledge a "short form" memorandum of this Lease for recording purposes.

p. Severability. A final determination by a court of competent jurisdiction that
any provision of this Lease is invalid shall not affect the validity of any
other provision, and any provisions so determined to be invalid shall, to the
extent possible, be construed to accomplish its intended effect.

q. Successors and Assigns. This Lease shall apply to and bind the heirs,
personal representatives, and permitted successors and assigns of the parties.

r. Time of the Essence. Time is of the essence of this Lease.

s. Waiver. No delay or omission in the exercise of any right or remedy of
Landlord upon any default by Tenant shall impair such right or remedy or be
construed as a waiver of such default.

t. Compliance. The parties hereto agree to comply with all applicable federal,
state and local laws, regulations, codes, ordinances and administrative orders
having jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment In Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.

The receipt and acceptance by Landlord of delinquent Rent shall not constitute a
waiver of any other default; it shall constitute only a waiver of timely payment
for the particular Rent payment involved.

No act or conduct of Landlord, including, without limitation, the acceptance of
keys to the Premises, shall constitute an acceptance of the surrender of the
Premises by Tenant before the expiration of the Term. Only a written notice from
Landlord to Tenant shall constitute acceptance of the surrender of the Premises
and accomplish a termination of the Lease.

Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.

Any waiver by Landlord of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of the
Lease.

The parties hereto have executed this Lease as of the dates set forth below.

Date: 4/29/02                              Date: 4/29/02
     ----------------------------------         -----------------------------
Landlord: Dove Holdings, Inc.              Tenant: DoveBid, Inc.
         -------------------------------          ---------------------------

By: /s/ Ross Dove                          By: /s/ Anthony Capobianco
   -------------------------------------      -------------------------------
     Ross Dove

Title:                                     Title: VP & GENERAL COUNSEL
      ----------------------------------         ----------------------------

By: /s/ Kirk Dove                          By: ______________________________
   -------------------------------------
    Kirk Dove

Title: PRESIDENT                           Title:____________________________
      ----------------------------------

                                     (13)

<PAGE>

**Provided that if such default cannot reasonably be cured within that thirty
  (30) day period, and the mortgagee or beneficiary has commenced to dure within
  such thirty (30) day period, then such mortgagee or beneficiary shall have
  such additional time to cure the default as is reasonably necessary under the
  circumstances; provided, further, however, if such default shall not have been
  cured within sixty (60) days, Tenant may, at Tenant's option, terminate the
  Lease without further liability hereunder.

<PAGE>

[LOGO OF CB Richard Ellis]
ADDITIONAL TERMS LEASE RIDER

                                                                     Page 1 of 1

This Addendum shall constitute part of that certain Lease dated May 4/22/02,
between Dove Holdings, Inc. as Landlord and Dovebid, Inc. as Tenant, and the
terms hereof shall for purposes be deemed incorporated in the Lease.

TENANT IMPROVEMENTS
Landlord to deliver premises in broom clean condition. Tenant accepts premises
in "as is" condition. Landlord warrants that the HVAC, electrical, and all
building systems are in good working condition prior to occupancy.

LUNCH ROOM
Tenant shall have the right to share the use of the lunch room with other
tenants in the building.

DIRECTORY SIGNAGE
Landlord shall install directory signage in the building lobby at Landlord's
sole expense.

TENANT'S ACCESS
Tenant shall have access to the premises 24 hours a day, seven (7) days per
week.

HVAC
It is understood by Landlord and Tenant that Tenant will be able to control the
operation of the HVAC system that serves only the premises. Tenant shall pay
Landlord's actual cost for the Tenant's operation of this HVAC system outside
of the hours of 8:00 P.M. to 6:00 P.M., Monday through Friday.

LANDLORD'S WARRANTIES
Whenever under the Terms of this Lease Landlord's consent, approval,
determination or judgement is required, Landlord's consent, approval,
determination or judgement shall not be unreasonably withheld, delayed or
conditioned. Whenever under the terms of this Lease Tenant shall be subject to
Landlord's rules, regulations, policies or determinations applicable to
tenants of the project generally, such rules, regulations, policies or
determinations shall be reasonable, non-discriminatory and consistently applied
by Landlord.

If any conflicts exist between the Lease and this Addendum, the terms of this
Addendum shall govern.

Landlord: Dove Holdings, Inc.                 Tenant:   Dovebid, Inc.

By: /s/  [ILLEGIBLE]                         By: /s/ Anthony Capobianco
   -----------------------------                ------------------------------
Its:      PRESIDENT                          Its:    VP AND GENERAL COUNSEL
    ----------------------------                 -----------------------------
Date:     4/29/02                            Date:        4/29/02
     ---------------------------                   ---------------------------