<PAGE>


                                                                   Exhibit 10.35




                                 ONE CANAL PARK
                            CAMBRIDGE, MASSACHUSETTS














                             OFFICE LEASE AGREEMENT


                                     BETWEEN


        EOP-ONE CANAL PARK, L.L.C., a Delaware limited liability company
                                  ("LANDLORD")


                                       AND


                  ACCRUE SOFTWARE, INC., a Delaware corporation
                                   ("TENANT")


<PAGE>



                                TABLE OF CONTENTS


I. Basic Lease Information....................................................3

II. Lease Grant...............................................................5

III. Adjustment of Commencement Date; Possession..............................5

IV. Rent......................................................................6

V. Compliance with Laws; Use.................................................10

VI. Security Deposit.........................................................10

VII. Services to be Furnished by Landlord....................................11

VIII. Leasehold Improvements.................................................11

IX. Repairs and Alterations..................................................12

X. Use of Electrical Services by Tenant......................................13

XI. Entry by Landlord........................................................14

XII. Assignment and Subletting...............................................14

XIII. Liens..................................................................15

XIV. Indemnity and Waiver of Claims..........................................15

XV. Insurance................................................................16

XVI. Subrogation.............................................................17

XVII. Casualty Damage........................................................17

XVIII. Condemnation..........................................................18

XIX. Events of Default.......................................................18

XX. Remedies.................................................................18

XXI. Limitation of Liability.................................................19

XXII. No Waiver..............................................................20

XXIII.  Quiet Enjoyment......................................................20

XXIV. Relocation.............................................................20

XXV. Holding Over............................................................20

XXVI. Subordination to Mortgages; Estoppel Certificate.......................21

XXVII. Attorneys' Fees.......................................................21

XXVIII. Notice...............................................................21

XXIX. Excepted Rights........................................................21

XXX. Surrender of Premises...................................................22

XXXI. Miscellaneous..........................................................22

XXXII. Entire Agreement......................................................23




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<PAGE>




                             OFFICE LEASE AGREEMENT

         This Office Lease Agreement (the "Lease") is made and entered into as
of the 14 day of March, 2002, by and between EOP-ONE CANAL PARK, L.L.C., a
Delaware limited liability company ("Landlord") and ACCRUE SOFTWARE, INC., a
Delaware corporation ("Tenant").

I.       Basic Lease Information.

         A.       "Building" shall mean the building located at One Canal Park,
                  Cambridge Massachusetts, and commonly known as One Canal Park.

         B.       "Rentable Square Footage of the Building" is deemed to be
                  98,154 square feet.

         C.       "Premises" shall mean the area shown on EXHIBIT A to this
                  Lease. The Premises are located on floor 3. The "Rentable
                  Square Footage of the Premises" is deemed to be 6,858 square
                  feet. If the Premises include one or more floors in their
                  entirety, all corridors and restroom facilities located on
                  such full floor(s) shall be considered part of the Premises.
                  Landlord and Tenant stipulate and agree that the Rentable
                  Square Footage of the Building and the Rentable Square Footage
                  of the Premises are correct and shall not be remeasured.

         D.       "Base Rent":

<TABLE>
<CAPTION>
                                      Annual Rate           Annual              Monthly
                  Period            Per Square Foot        Base Rent           Base Rent
                  ------            ---------------        ---------           ---------
<S>                                   <C>                <C>                  <C>
                  Commence-
                  ment Date -
                  Termination
                  Date                  $42.92            $294,345.36          $24,528.78
</TABLE>

         E.       "Tenant's Pro Rata Share": 6.9870%.

         F.       "Base Year" for Taxes: Fiscal Year 2002; "Base Year" for
                  Expenses: Calendar Year 2002. -

         G.       "Term": A period of 36 months. The Term shall commence on
                  April 1, 2002 (the "Commencement Date") and, unless terminated
                  early in accordance with this Lease, end on March 31, 2005
                  (the "Termination Date"). However, if Landlord is required to
                  Substantially Complete (defined in Section III.A) any Landlord
                  Work (defined in Section I.O.) prior to the Commencement Date
                  under the terms of a Work Letter (defined in Section I.O): (1)
                  the date set forth in the prior sentence as the "Commencement
                  Date" shall instead be defined as the "Target Commencement
                  Date" by which date Landlord will use reasonable efforts to
                  Substantially Complete the Landlord Work; and (2) the actual
                  "Commencement Date" shall be the date on which the Landlord
                  Work is Substantially Complete, as determined by Section
                  III.A. In such circumstances, the Termination Date will
                  instead be the last day of the Term as determined based upon
                  the actual Commencement Date. Landlord's failure to
                  Substantially Complete the Landlord Work by the Target
                  Commencement Date shall not be a default by Landlord or
                  otherwise render Landlord liable for damages. Promptly after
                  the determination of the Commencement Date, Landlord and
                  Tenant shall enter into a commencement letter agreement in the
                  form attached as EXHIBIT C.

         H.       Tenant allowance(s): $41,148.00 - EXHIBIT D.

         I.       "Security Deposit": $200,000.00, subject to reduction in
                  accordance with Article VI.

         J.       "Guarantor(s)": None.


                                      -3-
<PAGE>


         K.       "Broker(s)": CB Richard Ellis.

         L.       "Permitted Use": General business offices.

         M.       "Notice Addresses":

                  Tenant:

                  On and after the Commencement Date, notices shall be sent to
                  Tenant at the Premises. Prior to the Commencement Date,
                  notices shall be sent to Tenant at the following address:

                  Accrue Software, Inc.
                  One Canal Park
                  Cambridge, Massachusetts
                  Phone #:  510-580-4500
                  Fax #: 510-580-4501


                  Landlord:                      With a copy to:

                  EOP-One Canal Park, L.L.C.     Equity Office Properties
                  c/o Equity Office Properties   Two North Riverside Plaza
                  100 Summer Street, 2nd Floor   Suite 2200
                  Boston, MA  02110              Chicago, Illinois 60606
                  Attention:  Building Manager   Attention:  Northeast Regional
                                                 Counsel


                  Rent (defined in Section IV.A) is payable to the order of
                  Equity Office Properties at the following address: EOP
                  Operating Limited Partnership, as Agent for EOP-One Canal
                  Park, L.L.C., P. O. Box 30242, Hartford, Connecticut
                  06150-0242.

         N.       "Business Day(s)" are Monday through Friday of each week,
                  exclusive of New Year's Day, Memorial Day, Independence Day,
                  Labor Day, Thanksgiving Day and Christmas Day ("Holidays").
                  Landlord may designate additional Holidays, provided that the
                  additional Holidays are commonly recognized by other office
                  buildings in the area where the Building is located.

         O.       "Landlord Work" means the work, if any, that Landlord is
                  obligated to perform in the Premises pursuant to a separate
                  work letter agreement (the "Work Letter"), if any, attached as
                  EXHIBIT D. If a Work Letter is not attached to this Lease or
                  if an attached Work Letter does not require Landlord to
                  perform any work, the occurrence of the Commencement Date
                  shall not be conditioned upon the performance of work by
                  Landlord and, accordingly, Section III.A. shall not be
                  applicable to the determination of the Commencement Date.

         P.       "Law(s)" means all applicable statutes, codes, ordinances,
                  orders, rules and regulations of any municipal or governmental
                  entity.

         Q.       "Normal Business Hours" for the Building are 8:00 A.M. to 6:00
                  P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays.

         R.       "Property" means the Building and the parcel(s) of land on
                  which it is located and, at Landlord's discretion, the
                  Building garage and other improvements serving the Building,
                  if any, and the parcel(s) of land on which they are located.

         S.       "Fiscal Year" means the period July 1 to June 30.



                                      -4-
<PAGE>



         T.       "Lease Year" means any twelve (12) month period during the
                  Term of the Lease commencing as of the Commencement Date, or
                  as of any anniversary of the Commencement Date.

II.      Lease Grant.

         Landlord leases the Premises to Tenant and Tenant leases the Premises
from Landlord, together with the right in common with others to use any portions
of the Property that are designated by Landlord for the common use of tenants
and others, such as sidewalks, unreserved parking areas, common corridors,
elevator foyers, restrooms, vending areas and lobby areas (the "Common Areas").

III.     Adjustment of Commencement Date; Possession.

         A.       The Landlord Work shall be deemed to be "Substantially
                  Complete" on the date that all Landlord Work has been
                  performed, other than any details of construction, mechanical
                  adjustment or any other similar matter, the noncompletion of
                  which does not materially interfere with Tenant's use of the
                  Premises. However, if Landlord is delayed in the performance
                  of the Landlord Work as a result of any Tenant Delay(s)
                  (defined below), the Landlord Work shall be deemed to be
                  Substantially Complete on the date that Landlord could
                  reasonably have been expected to Substantially Complete the
                  Landlord Work absent any Tenant Delay. "Tenant Delay" means
                  any act or omission of Tenant or its agents, employees,
                  vendors or contractors that actually delays the Substantial
                  Completion of the Landlord Work, including, without
                  limitation: (1) Tenant's failure to furnish information or
                  approvals within any time period specified in this Lease,
                  including the failure to prepare or approve preliminary or
                  final plans by any applicable due date; (2) Tenant's selection
                  of equipment or materials that have long lead times after
                  first being informed by Landlord that the selection may result
                  in a delay; (3) changes requested or made by Tenant to
                  previously approved plans and specifications; (4) performance
                  of work in the Premises by Tenant or Tenant's contractor(s)
                  during the performance of the Landlord Work; or (5) if the
                  performance of any portion of the Landlord Work depends on the
                  prior or simultaneous performance of work by Tenant, a delay
                  by Tenant or Tenant's contractor(s) in the completion of such
                  work.

         B.       Subject to Landlord's obligation, if any, to perform Landlord
                  Work and Landlord's obligations under Section IX.B., the
                  Premises are accepted by Tenant in "as is" condition and
                  configuration. By taking possession of the Premises, Tenant
                  agrees that the Premises are in good order and satisfactory
                  condition, and that there are no representations or warranties
                  by Landlord regarding the condition of the Premises or the
                  Building. If Landlord is delayed delivering possession of the
                  Premises or any other space due to the holdover or unlawful
                  possession of such space by any party, Landlord shall use
                  reasonable efforts to obtain possession of the space. If
                  Landlord is not required to Substantially Complete Landlord
                  Work before the Commencement Date, the Commencement Date shall
                  be postponed until the date Landlord delivers possession of
                  the Premises to Tenant free from occupancy by any party, and
                  the Termination Date, at the option of Landlord, may be
                  postponed by an equal number of days. If Landlord is required
                  to Substantially Complete Landlord Work before the
                  Commencement Date, the Commencement Date and Termination Date
                  shall be determined by Section I.G.

         C.       If Tenant takes possession of the Premises before the
                  Commencement Date, such possession shall be subject to the
                  terms and conditions of this Lease and Tenant shall pay Rent
                  (defined in Section IV.A.) to Landlord for each day of
                  possession before the Commencement Date. However, except for
                  the cost of services requested by Tenant (e.g. freight
                  elevator usage), Tenant shall not be required to pay Rent for
                  any days of possession before the Commencement Date during
                  which Tenant, with the approval of Landlord, which approval
                  shall not be unreasonably withheld or delayed, is in
                  possession of the Premises for the sole



                                      -5-
<PAGE>


                  purpose of performing improvements or installing furniture,
                  equipment or other personal property.

IV.      Rent.

         A.       Payments. As consideration for this Lease, Tenant shall pay
                  Landlord, without any setoff or deduction, the total amount of
                  Base Rent and Additional Rent due for the Term. "Additional
                  Rent" means all sums (exclusive of Base Rent) that Tenant is
                  required to pay Landlord. Additional Rent and Base Rent are
                  sometimes collectively referred to as "Rent". Tenant shall pay
                  and be liable for all rental, sales and use taxes (but
                  excluding income taxes), if any, imposed upon or measured by
                  Rent under applicable Law. Base Rent and recurring monthly
                  charges of Additional Rent shall be due and payable in advance
                  on the first day of each calendar month without notice or
                  demand, provided that the installment of Base Rent for the
                  first full calendar month of the Term shall be payable upon
                  the execution of this Lease by Tenant. All other items of Rent
                  shall be due and payable by Tenant on or before 30 days after
                  billing by Landlord. All payments of Rent shall be by good and
                  sufficient check or by other means (such as automatic debit or
                  electronic transfer) acceptable to Landlord. If Tenant fails
                  to pay any item or installment of Rent when due, Tenant shall
                  pay Landlord an administration fee equal to 5% of the past due
                  Rent, provided that Tenant shall be entitled to a grace period
                  of 5 Business Days for the first 2 late payments of Rent in a
                  given calendar year. If the Term commences on a day other than
                  the first day of a calendar month or terminates on a day other
                  than the last day of a calendar month, the monthly Base Rent
                  and Tenant's Pro Rata Share of any Tax Excess (defined in
                  Section IV.B.) or Expense Excess (defined in Section IV.B.)
                  for the month shall be prorated based on the number of days in
                  such calendar month. Landlord's acceptance of less than the
                  correct amount of Rent shall be considered a payment on
                  account of the earliest Rent due. No endorsement or statement
                  on a check or letter accompanying a check or payment shall be
                  considered an accord and satisfaction, and either party may
                  accept the check or payment without prejudice to that party's
                  right to recover the balance or pursue other available
                  remedies. Tenant's covenant to pay Rent is independent of
                  every other covenant in this Lease.

         B.       Expense Excess and Tax Excess. Tenant shall pay Tenant's Pro
                  Rata Share of the amount, if any, by which Expenses (defined
                  in Section IV.C.) for each calendar year during the Term
                  exceed Expenses for the Base Year (the "Expense Excess") and
                  also the amount, if any, by which Taxes (defined in Section
                  IV.D.) for each Fiscal Year during the Term exceed Taxes for
                  the Base Year (the "Tax Excess"). If Expenses in any calendar
                  year decrease below the amount of Expenses for the Base Year,
                  Tenant's Pro Rata Share of Expenses for that calendar year
                  shall be $0. If Taxes in any Fiscal Year decrease below the
                  amount of Taxes for the Base Year, Tenant's Pro Rata Share of
                  Taxes for that Fiscal Year shall be $0. Landlord shall provide
                  Tenant with a good faith estimate of the Expense Excess and of
                  the Tax Excess for each calendar year during the Term. On or
                  before the first day of each month, Tenant shall pay to
                  Landlord a monthly installment equal to one-twelfth of
                  Tenant's Pro Rata Share of Landlord's estimate of the Expense
                  Excess and one-twelfth of Tenant's Pro Rata Share of
                  Landlord's estimate of the Tax Excess. If Landlord determines
                  that its good faith estimate of the Expense Excess or of the
                  Tax Excess was incorrect by a material amount, Landlord may
                  provide Tenant with a revised estimate. After its receipt of
                  the revised estimate, Tenant's monthly payments shall be based
                  upon the revised estimate. If Landlord does not provide Tenant
                  with an estimate of the Expense Excess or of the Tax Excess by
                  January 1 of a calendar year, Tenant shall continue to pay
                  monthly installments based on the previous year's estimate(s)
                  until Landlord provides Tenant with the new estimate. Upon
                  delivery of the new estimate, an adjustment shall be made for
                  any month for which Tenant paid monthly installments based on
                  the previous year's estimate(s). Tenant shall pay Landlord the
                  amount of any underpayment within 30 days after receipt of the
                  new estimate. Any overpayment shall be refunded to Tenant
                  within 30 days or credited against the next due future
                  installment(s) of Additional Rent. Notwithstanding the fact
                  that Tenant's Pro Rata



                                      -6-
<PAGE>


                  Share of increases in Taxes over the Tax Base Year is
                  calculated on a Fiscal Year basis, Landlord shall be entitled
                  to bill Tenant for such amounts following the end of each
                  calendar year at the same time that Tenant will be billed for
                  its Pro Rata Share of increases in Expenses over the Expenses
                  Base Year. For example, during the calendar year 2003, Tenant,
                  on a monthly basis as provided below, shall pay Landlord an
                  amount equal to one-twelfth (1/12) of the estimated amount by
                  which Taxes for the Fiscal Year 2003 (7/1/02 - 6/30/03) will
                  exceed Taxes for the Tax Base Year. Following the date on
                  which Landlord receives the quarterly tax bill with respect to
                  the actual amount of Taxes for Fiscal Year 2003, Landlord, as
                  provided below, shall provide Tenant with a reconciliation of
                  Tenant's actual Pro Rata Share of the amount by which Taxes
                  for the Fiscal Year 2003 exceed Taxes for the Tax Base Year.
                  Such reconciliation statement may be sent by Landlord
                  separately or together with Landlord's reconciliation of
                  Tenant's actual Pro Rata Share of the amount by which Expenses
                  for the calendar year 2003 exceed Expenses for the Expenses
                  Base Year. If the Tax Base Year is more than or less than
                  twelve (12) months, the Tax Base Year shall be adjusted
                  pro-rata so that the Tax Base Year is determined on a twelve
                  (12) month basis. If any Fiscal Year after the Tax Base Year
                  is more than or less than twelve (12) months, then such Fiscal
                  Year shall be adjusted pro-rata so that such Fiscal Year is
                  determined on a twelve (12) month basis for the purposes of
                  calculating the Excess for such Fiscal Year. As soon as is
                  practical following the end of each calendar year, Landlord
                  shall furnish Tenant with a statement of the actual Expenses
                  and Expense Excess and the actual Taxes and Tax Excess for the
                  prior calendar year. If the estimated Expense Excess and/or
                  estimated Tax Excess for the prior calendar year is more than
                  the actual Expense Excess and/or actual Tax Excess, as the
                  case may be, for the prior calendar year, Landlord shall apply
                  any overpayment by Tenant against Additional Rent due or next
                  becoming due, provided if the Term expires before the
                  determination of the overpayment, Landlord shall refund any
                  overpayment to Tenant after first deducting the amount of Rent
                  due. If the estimated Expense Excess and/or estimated Tax
                  Excess for the prior calendar year is less than the actual
                  Expense Excess and/or actual Tax Excess, as the case may be,
                  for such prior year, Tenant shall pay Landlord, within 30 days
                  after its receipt of the statement of Expenses and/or Taxes,
                  any underpayment for the prior calendar year.

         C.       Expenses Defined. "Expenses" means all costs and expenses
                  incurred in each calendar year in connection with operating,
                  maintaining, repairing, and managing the Building and the
                  Property, including, but not limited to:

                  1.       Labor costs, including, wages, salaries, social
                           security and employment taxes, medical and other
                           types of insurance, uniforms, training, and
                           retirement and pension plans.

                  2.       Management fees, the cost of equipping and
                           maintaining a management office, accounting and
                           bookkeeping services, legal fees not attributable to
                           leasing or collection activity, and other
                           administrative costs. Landlord, by itself or through
                           an affiliate, shall have the right to directly
                           perform or provide any services under this Lease
                           (including management services), provided that the
                           cost of any such services shall not exceed the cost
                           that would have been incurred had Landlord entered
                           into an arms-length contract for such services with
                           an unaffiliated entity of comparable skill and
                           experience.

                  3.       The cost of services, including amounts paid to
                           service providers and the rental and purchase cost of
                           parts, supplies, tools and equipment.

                  4.       Premiums and deductibles paid by Landlord for
                           insurance, including workers compensation, fire and
                           extended coverage, earthquake, general liability,
                           rental loss, elevator, boiler and other insurance
                           customarily carried from time to time by owners of
                           comparable office buildings.

                  5.       Electrical Costs (defined below) and charges for
                           water, gas, steam and sewer, but excluding those
                           charges for which Landlord is reimbursed by tenants.


                                      -7-
<PAGE>


                           "Electrical Costs" means: (a) charges paid by
                           Landlord for electricity; (b) costs incurred in
                           connection with an energy management program for the
                           Property; and (c) if and to the extent permitted by
                           Law, a fee for the services provided by Landlord in
                           connection with the selection of utility companies
                           and the negotiation and administration of contracts
                           for electricity, provided that such fee shall not
                           exceed 50% of any savings obtained by Landlord.
                           Electrical Costs shall be adjusted as follows: (i)
                           amounts received by Landlord as reimbursement for
                           above standard electrical consumption shall be
                           deducted from Electrical Costs; (ii) the cost of
                           electricity incurred to provide overtime HVAC to
                           specific tenants (as reasonably estimated by
                           Landlord) shall be deducted from Electrical Costs;
                           and (iii) if Tenant is billed directly for the cost
                           of building standard electricity to the Premises as a
                           separate charge in addition to Base Rent, the cost of
                           electricity to individual tenant spaces in the
                           Building shall be deducted from Electrical Costs.

                  6.       The amortized cost of capital improvements (as
                           distinguished from replacement parts or components
                           installed in the ordinary course of business) made to
                           the Property which are: (a) performed primarily to
                           reduce operating expense costs or otherwise improve
                           the operating efficiency of the Property; or (b)
                           required to comply with any Laws that are enacted, or
                           first interpreted to apply to the Property, after the
                           date of this Lease. The cost of capital improvements
                           shall be amortized by Landlord over the lesser of the
                           Payback Period (defined below) or 5 years. The
                           amortized cost of capital improvements may, at
                           Landlord's option, include actual or imputed interest
                           at the rate that Landlord would reasonably be
                           required to pay to finance the cost of the capital
                           improvement. "Payback Period" means the reasonably
                           estimated period of time that it takes for the cost
                           savings resulting from a capital improvement to equal
                           the total cost of the capital improvement.

                  If Landlord incurs Expenses for the Property together with one
                  or more other buildings or properties, whether pursuant to a
                  reciprocal easement agreement, common area agreement or
                  otherwise, the shared costs and expenses shall be equitably
                  prorated and apportioned between the Property and the other
                  buildings or properties. Expenses shall not include: the cost
                  of capital improvements (except as set forth above);
                  depreciation; interest (except as provided above for the
                  amortization of capital improvements); principal payments of
                  mortgage and other non-operating debts of Landlord; the cost
                  of repairs or other work to the extent Landlord is reimbursed
                  by insurance or condemnation proceeds; costs in connection
                  with leasing space in the Building, including brokerage
                  commissions; lease concessions, including rental abatements
                  and construction allowances, granted to specific tenants;
                  costs incurred in connection with the sale, financing or
                  refinancing of the Building; fines, interest and penalties
                  incurred due to the late payment of Taxes (defined in Section
                  IV.D) or Expenses; organizational expenses associated with the
                  creation and operation of the entity which constitutes
                  Landlord; or any penalties or damages that Landlord pays to
                  Tenant under this Lease or to other tenants in the Building
                  under their respective leases. If the Building is not at least
                  95% occupied during any calendar year or if Landlord is not
                  supplying services to at least 95% of the total Rentable
                  Square Footage of the Building at any time during a calendar
                  year, Expenses shall, at Landlord's option, be determined as
                  if the Building had been 95% occupied and Landlord had been
                  supplying services to 95% of the Rentable Square Footage of
                  the Building during that calendar year. If Tenant pays for its
                  Pro Rata Share of Expenses based on increases over a "Base
                  Year" and Expenses for a calendar year are determined as
                  provided in the prior sentence, Expenses for the Base Year
                  shall also be determined as if the Building had been 95%
                  occupied and Landlord had been supplying services to 95% of
                  the Rentable Square Footage of the Building. The extrapolation
                  of Expenses under this Section shall be performed by
                  appropriately adjusting the cost of those components of
                  Expenses that are impacted by changes in the occupancy of the
                  Building.

         D.       Taxes Defined. "Taxes" shall mean: (1) all real estate taxes
                  and other assessments on the Building and/or Property,
                  including, but not limited to,



                                      -8-
<PAGE>


                  assessments for special improvement districts and building
                  improvement districts, taxes and assessments levied in
                  substitution or supplementation in whole or in part of any
                  such taxes and assessments and the Property's share of any
                  real estate taxes and assessments under any reciprocal
                  easement agreement, common area agreement or similar agreement
                  as to the Property; (2) all personal property taxes for
                  property that is owned by Landlord and used in connection with
                  the operation, maintenance and repair of the Property; and (3)
                  all costs and fees incurred in connection with seeking
                  reductions in any tax liabilities described in (1) and (2),
                  including, without limitation, any costs incurred by Landlord
                  for compliance, review and appeal of tax liabilities. Without
                  limitation, Taxes shall not include any income, capital levy,
                  franchise, capital stock, gift, estate or inheritance tax. If
                  an assessment is payable in installments, Taxes for the year
                  shall include the amount of the installment and any interest
                  due and payable during that year. For all other real estate
                  taxes, Taxes for that year shall, at Landlord's election,
                  include either the amount accrued, assessed or otherwise
                  imposed for the year or the amount due and payable for that
                  year, provided that Landlord's election shall be applied
                  consistently throughout the Term. If a change in Taxes is
                  obtained for any year of the Term during which Tenant paid
                  Tenant's Pro Rata Share of any Tax Excess, then Taxes for that
                  year will be retroactively adjusted and Landlord shall provide
                  Tenant with a credit, if any, based on the adjustment.
                  Likewise, if a change is obtained for Taxes for the Base Year,
                  Taxes for the Base Year shall be restated and the Tax Excess
                  for all subsequent years shall be recomputed. Tenant shall pay
                  Landlord the amount of Tenant's Pro Rata Share of any such
                  increase in the Tax Excess within 30 days after Tenant's
                  receipt of a statement from Landlord.

         E.       Audit Rights. Tenant may, within 90 days after receiving
                  Landlord's statement of Expenses, give Landlord written notice
                  ("Review Notice") that Tenant intends to review Landlord's
                  records of the Expenses for that calendar year. Within a
                  reasonable time after receipt of the Review Notice, Landlord
                  shall make all pertinent records available for inspection that
                  are reasonably necessary for Tenant to conduct its review. If
                  any records are maintained at a location other than the office
                  of the Building, Tenant may either inspect the records at such
                  other location or pay for the reasonable cost of copying and
                  shipping the records. If Tenant retains an agent to review
                  Landlord's records, the agent must be with a licensed CPA
                  firm. Tenant shall be solely responsible for all costs,
                  expenses and fees incurred for the audit. Within 60 days after
                  the records are made available to Tenant, Tenant shall have
                  the right to give Landlord written notice (an "Objection
                  Notice") stating in reasonable detail any objection to
                  Landlord's statement of Expenses for that year. If Tenant
                  fails to give Landlord an Objection Notice within the 60 day
                  period or fails to provide Landlord with a Review Notice
                  within the 90 day period described above, Tenant shall be
                  deemed to have approved Landlord's statement of Expenses and
                  shall be barred from raising any claims regarding the Expenses
                  for that year. If Tenant provides Landlord with a timely
                  Objection Notice, Landlord and Tenant shall work together in
                  good faith to resolve any issues raised in Tenant's Objection
                  Notice. If Landlord and Tenant determine that Expenses for the
                  calendar year are less than reported, Landlord shall provide
                  Tenant with a credit against the next installment of Rent in
                  the amount of the overpayment by Tenant. Likewise, if Landlord
                  and Tenant determine that Expenses for the calendar year are
                  greater than reported, Tenant shall pay Landlord the amount of
                  any underpayment within 30 days. The records obtained by
                  Tenant shall be treated as confidential. In no event shall
                  Tenant be permitted to examine Landlord's records or to
                  dispute any statement of Expenses unless Tenant has paid and
                  continues to pay all Rent when due.



                                      -9-
<PAGE>



V.       Compliance with Laws; Use.

         The Premises shall be used only for the Permitted Use and for no other
use whatsoever. Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or interferes with the operation of the Building. Tenant shall comply
with all Laws, including the Americans with Disabilities Act, regarding the
operation of Tenant's business and the use, condition, configuration and
occupancy of the Premises. Tenant, within 10 days after receipt, shall provide
Landlord with copies of any notices it receives regarding a violation or alleged
violation of any Laws. Tenant shall comply with the rules and regulations of the
Building attached as EXHIBIT B and such other reasonable rules and regulations
adopted by Landlord from time to time. Tenant shall also cause its agents,
contractors, subcontractors, employees, customers, and subtenants to comply with
all rules and regulations. Landlord shall not knowingly discriminate against
Tenant in Landlord's enforcement of the rules and regulations.

VI.      Security Deposit.

         The Security Deposit shall be delivered to Landlord upon the execution
of this Lease by Tenant and shall be held by Landlord without liability for
interest (unless required by Law) as security for the performance of Tenant's
obligations. The Security Deposit is not an advance payment of Rent or a measure
of Tenant's liability for damages. Landlord may, from time to time, without
prejudice to any other remedy, use all or a portion of the Security Deposit to
satisfy past due Rent or to cure any uncured default by Tenant. If Landlord uses
the Security Deposit, Tenant shall on demand restore the Security Deposit to its
original amount. Landlord shall return any unapplied portion of the Security
Deposit to Tenant within 45 days after the later to occur of: (1) the date
Tenant surrenders possession of the Premises to Landlord in accordance with this
Lease; or (2) the Termination Date. If Landlord transfers its interest in the
Premises, Landlord may assign the Security Deposit to the transferee and,
following the assignment, Landlord shall have no further liability for the
return of the Security Deposit. Landlord shall not be required to keep the
Security Deposit separate from its other accounts.

         The Security Deposit shall be in the form of an irrevocable letter of
credit (the "Letter of Credit"), which Letter of Credit shall: (a) be in the
initial amount of $200,000.00; (b) be issued on the form attached hereto as
EXHIBIT F; (c) name Landlord as its beneficiary; and (d) be drawn on an FDIC
insured financial institution reasonably satisfactory to the Landlord. The
Letter of Credit (and any renewals or replacements thereof) shall be for a term
of not less than 1 year. Tenant agrees that it shall from time to time, as
necessary, whether as a result of a draw on the Letter of Credit by Landlord
pursuant to the terms hereof or as a result of the expiration of the Letter of
Credit then in effect, renew or replace the original and any subsequent Letter
of Credit so that a Letter of Credit, in the amount required hereunder, is in
effect until a date which is at least 60 days after the Termination Date of the
Lease. If Tenant fails to furnish such renewal or replacement at least 60 days
prior to the stated expiration date of the Letter of Credit then held by
Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds
thereof (and such proceeds need not be segregated) as a Security Deposit
pursuant to the terms of this Article VI. Any renewal or replacement of the
original or any subsequent Letter of Credit shall meet the requirements for the
original Letter of Credit as set forth above, except that such replacement or
renewal shall be issued by a national bank satisfactory to Landlord at the time
of the issuance thereof.

         If Landlord draws on the Letter of Credit as permitted in this Lease or
the Letter of Credit, then, upon demand of Landlord, Tenant shall restore the
amount available under the Letter of Credit to its original amount by providing
Landlord with an amendment to the Letter of Credit evidencing that the amount
available under the Letter of Credit has been restored to its original amount.
In the alternative, Tenant may provide Landlord with cash, to be held by
Landlord in accordance with this Article, equal to the restoration amount
required under the Letter of Credit.






                                      -10-
<PAGE>


         Subject to the remaining terms of this Article VI, and provided Tenant
has timely paid all Rent due under this Lease during the 12 month period
immediately preceding the effective date of any reduction of the Security
Deposit, Tenant shall have the right to reduce the amount of the Security
Deposit (i.e., the Letter of Credit) so that the reduced Letter of Credit
amounts will be as follows: (i) $150,000.00 effective as of the first (1st)
anniversary of the Commencement Date; and (ii) $100,000.00 effective as of the
second (2nd) anniversary of the Commencement Date. If Tenant is not entitled to
reduce the Security Deposit (i.e., the Letter of Credit) as of a particular
reduction effective date due to Tenant's failure to timely pay all Rent during
the 12 months prior to that particular reduction effective date, then any
subsequent reduction(s) Tenant is entitled to hereunder shall be reduced by the
amount of the reduction Tenant would have been entitled to had Tenant timely
paid all Rent during the 12 months prior to that particular earlier reduction
effective date. Notwithstanding anything to the contrary contained herein, if
Tenant has been in default under this Lease at any time prior to the effective
date of any reduction of the Security Deposit and Tenant has failed to cure such
default within any applicable cure period, then Tenant shall have no further
right to reduce the amount of the Security Deposit (i.e. the Letter of Credit)
as described herein. Any reduction in the Letter of Credit shall be accomplished
by Tenant providing Landlord with a substitute letter of credit in the reduced
amount.

VII.     Services to be Furnished by Landlord.

         A.       Landlord agrees to furnish Tenant with the following services:
                  (1) Water service for use in the lavatories on each floor on
                  which the Premises are located; (2) Heat and air conditioning
                  in season during Normal Business Hours, at such temperatures
                  and in such amounts as are standard for comparable buildings
                  or as required by governmental authority. Tenant, upon such
                  advance notice as is reasonably required by Landlord, shall
                  have the right to receive HVAC service during hours other than
                  Normal Business Hours. Tenant shall pay Landlord the standard
                  charge for the additional service as reasonably determined by
                  Landlord from time to time; (3) Maintenance and repair of the
                  Property as described in Section IX.B.; (4) Janitor service on
                  Business Days. If Tenant's use, floor covering or other
                  improvements require special services in excess of the
                  standard services for the Building, Tenant shall pay the
                  additional cost attributable to the special services; (5)
                  Elevator service; (6) Electricity to the Premises for general
                  office use, in accordance with and subject to the terms and
                  conditions in Article X; and (7) such other services as
                  Landlord reasonably determines are necessary or appropriate
                  for the Property.

         B.       Landlord's failure to furnish, or any interruption or
                  termination of, services due to the application of Laws, the
                  failure of any equipment, the performance of repairs,
                  improvements or alterations, or the occurrence of any event or
                  cause beyond the reasonable control of Landlord (a "Service
                  Failure") shall not render Landlord liable to Tenant,
                  constitute a constructive eviction of Tenant, give rise to an
                  abatement of Rent, nor relieve Tenant from the obligation to
                  fulfill any covenant or agreement. However, if the Premises,
                  or a material portion of the Premises, is made untenantable
                  for a period in excess of 3 consecutive Business Days as a
                  result of the Service Failure, then Tenant, as its sole
                  remedy, shall be entitled to receive an abatement of Rent
                  payable hereunder during the period beginning on the 4th
                  consecutive Business Day of the Service Failure and ending on
                  the day the service has been restored. If the entire Premises
                  has not been rendered untenantable by the Service Failure, the
                  amount of abatement that Tenant is entitled to receive shall
                  be prorated based upon the percentage of the Premises rendered
                  untenantable and not used by Tenant. In no event, however,
                  shall Landlord be liable to Tenant for any loss or damage,
                  including the theft of Tenant's Property (defined in Article
                  XV), arising out of or in connection with the failure of any
                  security services, personnel or equipment.

VIII.    Leasehold Improvements.

         All improvements to the Premises (collectively, "Leasehold
Improvements") shall be owned by Landlord and shall remain upon the Premises
without compensation to



                                      -11-
<PAGE>


Tenant. However, Landlord, by written notice to Tenant within 30 days prior to
the Termination Date, may require Tenant to remove, at Tenant's expense: (1)
Cable (defined in Section IX.A) installed by or for the exclusive benefit of
Tenant and located in the Premises or other portions of the Building; and (2)
any Leasehold Improvements that are performed by or for the benefit of Tenant
and, in Landlord's reasonable judgment, are of a nature that would require
removal and repair costs that are materially in excess of the removal and repair
costs associated with standard office improvements (collectively referred to as
"Required Removables"). Without limitation, it is agreed that Required
Removables include internal stairways, raised floors, personal baths and
showers, vaults, rolling file systems and structural alterations and
modifications of any type. The Required Removables designated by Landlord shall
be removed by Tenant before the Termination Date, provided that upon prior
written notice to Landlord, Tenant may remain in the Premises for up to 5 days
after the Termination Date for the sole purpose of removing the Required
Removables. Tenant's possession of the Premises shall be subject to all of the
terms and conditions of this Lease, including the obligation to pay Rent on a
per diem basis at the rate in effect for the last month of the Term. Tenant
shall repair damage caused by the installation or removal of Required
Removables. If Tenant fails to remove any Required Removables or perform related
repairs in a timely manner, Landlord, at Tenant's expense, may remove and
dispose of the Required Removables and perform the required repairs. Tenant,
within 30 days after receipt of an invoice, shall reimburse Landlord for the
reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at
the time it requests approval for a proposed Alteration (defined in Section
IX.C), may request in writing that Landlord advise Tenant whether the Alteration
or any portion of the Alteration will be designated as a Required Removable.
Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant
in writing as to which portions of the Alteration, if any, will be considered to
be Required Removables.

IX.      Repairs and Alterations.

         A.       Tenant's Repair Obligations. Tenant shall, at its sole cost
                  and expense, promptly perform all maintenance and repairs to
                  the Premises that are not Landlord's express responsibility
                  under this Lease, and shall keep the Premises in good
                  condition and repair, reasonable wear and tear excepted.
                  Tenant's repair obligations include, without limitation,
                  repairs to: (1) floor covering; (2) interior partitions; (3)
                  doors; (4) the interior side of demising walls; (5)
                  electronic, phone and data cabling and related equipment
                  (collectively, "Cable") that is installed by or for the
                  exclusive benefit of Tenant and located in the Premises or
                  other portions of the Building; (6) supplemental air
                  conditioning units, private showers and kitchens, including
                  hot water heaters, plumbing, and similar facilities serving
                  Tenant exclusively; and (7) Alterations performed by
                  contractors retained by Tenant, including related HVAC
                  balancing. All work shall be performed in accordance with the
                  rules and procedures described in Section IX.C. below. If
                  Tenant fails to make any repairs to the Premises for more than
                  15 days after notice from Landlord (although notice shall not
                  be required if there is an emergency), Landlord may make the
                  repairs, and Tenant shall pay the reasonable cost of the
                  repairs to Landlord within 30 days after receipt of an
                  invoice, together with an administrative charge in an amount
                  equal to 10% of the cost of the repairs.

         B.       Landlord's Repair Obligations. Landlord shall keep and
                  maintain in good repair and working order and make repairs to
                  and perform maintenance upon: (1) structural elements of the
                  Building; (2) mechanical (including HVAC), electrical,
                  plumbing and fire/life safety systems serving the Building in
                  general; (3) Common Areas; (4) the roof of the Building; (5)
                  exterior windows of the Building; and (6) elevators serving
                  the Building. Landlord shall promptly make repairs
                  (considering the nature and urgency of the repair) for which
                  Landlord is responsible.

         C.       Alterations. Tenant shall not make alterations, additions or
                  improvements to the Premises or install any Cable in the
                  Premises or other portions of the Building (collectively
                  referred to as "Alterations") without first obtaining the
                  written



                                      -12-
<PAGE>



         D.       consent of Landlord in each instance, which consent shall not
                  be unreasonably withheld or delayed. However, Landlord's
                  consent shall not be required for any Alteration that
                  satisfies all of the following criteria (a "Cosmetic
                  Alteration"): (1) is of a cosmetic nature such as painting,
                  wallpapering, hanging pictures and installing carpeting; (2)
                  is not visible from the exterior of the Premises or Building;
                  (3) will not affect the systems or structure of the Building;
                  and (4) does not require work to be performed inside the walls
                  or above the ceiling of the Premises. However, even though
                  consent is not required, the performance of Cosmetic
                  Alterations shall be subject to all the other provisions of
                  this Section IX.C. Prior to starting work, Tenant shall
                  furnish Landlord with plans and specifications reasonably
                  acceptable to Landlord; names of contractors reasonably
                  acceptable to Landlord (provided that Landlord may designate
                  specific contractors with respect to Building systems); copies
                  of contracts; necessary permits and approvals; evidence of
                  contractor's and subcontractor's insurance in amounts
                  reasonably required by Landlord; and any security for
                  performance that is reasonably required by Landlord. Changes
                  to the plans and specifications must also be submitted to
                  Landlord for its approval. Alterations shall be constructed in
                  a good and workmanlike manner using materials of a quality
                  that is at least equal to the quality designated by Landlord
                  as the minimum standard for the Building. Landlord may
                  designate reasonable rules, regulations and procedures for the
                  performance of work in the Building and, to the extent
                  reasonably necessary to avoid disruption to the occupants of
                  the Building, shall have the right to designate the time when
                  Alterations may be performed. Tenant shall reimburse Landlord
                  within 30 days after receipt of an invoice for sums paid by
                  Landlord for third party examination of Tenant's plans for
                  non-Cosmetic Alterations. In addition, within 30 days after
                  receipt of an invoice from Landlord, Tenant shall pay Landlord
                  a fee for Landlord's oversight and coordination of any
                  non-Cosmetic Alterations equal to 10% of the cost of the
                  non-Cosmetic Alterations. Upon completion, Tenant shall
                  furnish "as-built" plans (except for Cosmetic Alterations),
                  completion affidavits, full and final waivers of lien and
                  receipted bills covering all labor and materials. Tenant shall
                  assure that the Alterations comply with all insurance
                  requirements and Laws. Landlord's approval of an Alteration
                  shall not be a representation by Landlord that the Alteration
                  complies with applicable Laws or will be adequate for Tenant's
                  use.

X.       Use of Electrical Services by Tenant.

         A.       Electricity consumed by Tenant in the Premises shall be paid
                  for by Tenant as Additional Rent in accordance with the terms
                  of this Article X. Tenant shall pay Landlord, as Additional
                  Rent, a Premises Electric Charge (defined below) of $.95 per
                  square foot per annum (i.e., assuming 6,858 square feet, the
                  Premises Electric Charge would be $542.93 per month/$6,515.10
                  per annum). The Premises Electric Charge may be adjusted from
                  time to time as provided below, provided that the Premises
                  Electric Charge shall not be reduced below the annual per
                  square foot amount described above. "Premises Electric Charge"
                  means the amount determined by applying the estimated
                  connected electrical load and usage in the Premises (as
                  initially estimated by Landlord or later determined by the
                  electrical consultant or based on meter readings or other
                  measurement), to the rate charged for the load and usage in
                  the service classification in effect from time to time under
                  which Landlord purchased electric current for the entire
                  Building. If the cost to Landlord of electricity shall have
                  been, or shall be, increased after the Commencement Date
                  (whether by change in Landlord's electric rates, charges, fuel
                  adjustment, service classification, by taxes or charges of any
                  kind, or for any other reason), the Premises Electric Charge
                  shall be increased proportionately. Landlord may from time to
                  time conduct surveys in the Premises of the electrical
                  equipment and fixtures and use of current, and, based upon the
                  surveys, Landlord may adjust the Premises Electric Charge.

         B.       Landlord shall have the exclusive right to select any company
                  providing electrical service to the Premises, to aggregate the
                  electrical service for the Building and Premises with other
                  buildings, to purchase electricity through a broker and/or
                  buyers group and to change the providers and manner of
                  purchasing electricity.





                                      -13-
<PAGE>


                  Landlord shall be entitled to receive a fee (if permitted by
                  Law) for the selection of utility companies and the
                  negotiation and administration of contracts for electricity,
                  provided that the amount of such fee shall not exceed 50% of
                  any savings obtained by Landlord.

         C.       Tenant's use of electrical service shall not exceed, either in
                  voltage, rated capacity, use beyond Normal Business Hours or
                  overall load, that which Landlord deems to be standard for the
                  Building. If Tenant requests permission to consume excess
                  electrical service, Landlord may refuse to consent or may
                  condition consent upon conditions that Landlord reasonably
                  elects (including, without limitation, the installation of
                  utility service upgrades, meters, submeters, air handlers or
                  cooling units), and the additional usage (to the extent
                  permitted by Law), installation and maintenance costs shall be
                  paid by Tenant. Landlord shall have the right to separately
                  meter electrical usage for the Premises and to measure
                  electrical usage by survey or other commonly accepted methods.

XI.      Entry by Landlord.

         Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building, including other tenants' premises.
Except in emergencies or to provide janitorial and other Building services after
Normal Business Hours, Landlord shall provide Tenant with reasonable prior
notice of entry into the Premises, which may be given orally. If reasonably
necessary for the protection and safety of Tenant and its employees, Landlord
shall have the right to temporarily close all or a portion of the Premises to
perform repairs, alterations and additions. However, except in emergencies,
Landlord will not close the Premises if the work can reasonably be completed on
weekends and after Normal Business Hours. Entry by Landlord shall not constitute
constructive eviction or entitle Tenant to an abatement or reduction of Rent.

XII.     Assignment and Subletting.

         A.       Except in connection with a Permitted Transfer (defined in
                  Section XII.E. below), Tenant shall not assign, sublease,
                  transfer or encumber any interest in this Lease or allow any
                  third party to use any portion of the Premises (collectively
                  or individually, a "Transfer") without the prior written
                  consent of Landlord, which consent shall not be unreasonably
                  withheld if Landlord does not elect to exercise its
                  termination rights under Section XII.B below. Without
                  limitation, it is agreed that Landlord's consent shall not be
                  considered unreasonably withheld if: (1) the proposed
                  transferee's financial condition does not meet the criteria
                  Landlord uses to select Building tenants having similar
                  leasehold obligations; (2) the proposed transferee's business
                  is not suitable for the Building considering the business of
                  the other tenants and the Building's prestige, or would result
                  in a violation of another tenant's rights; (3) the proposed
                  transferee is a governmental agency or occupant of the
                  Building ; (4) Tenant is in default after the expiration of
                  the notice and cure periods in this Lease; or (5) any portion
                  of the Building or Premises would likely become subject to
                  additional or different Laws as a consequence of the proposed
                  Transfer. Tenant shall not be entitled to receive monetary
                  damages based upon a claim that Landlord unreasonably withheld
                  its consent to a proposed Transfer and Tenant's sole remedy
                  shall be an action to enforce any such provision through
                  specific performance or declaratory judgment. Any attempted
                  Transfer in violation of this Article shall, at Landlord's
                  option, be void. Consent by Landlord to one or more
                  Transfer(s) shall not operate as a waiver of Landlord's rights
                  to approve any subsequent Transfers. In no event shall any
                  Transfer or Permitted Transfer release or relieve Tenant from
                  any obligation under this Lease.

         B.       As part of its request for Landlord's consent to a Transfer,
                  Tenant shall provide Landlord with financial statements for
                  the proposed transferee, a complete copy of the proposed
                  assignment, sublease and other contractual documents and such
                  other information as Landlord may reasonably request. Landlord
                  shall, by written notice to Tenant within 30 days of its
                  receipt of the required information and



                                      -14-
<PAGE>


                  documentation, either: (1) consent to the Transfer by the
                  execution of a consent agreement in a form reasonably
                  designated by Landlord or reasonably refuse to consent to the
                  Transfer in writing; or (2) exercise its right to terminate
                  this Lease with respect to the portion of the Premises that
                  Tenant is proposing to assign or sublet. Any such termination
                  shall be effective on the proposed effective date of the
                  Transfer for which Tenant requested consent. Tenant shall pay
                  Landlord a review fee of $3,000.00 for Landlord's review of
                  any Permitted Transfer or requested Transfer, provided if
                  Landlord's actual reasonable costs and expenses (including
                  reasonable attorney's fees) exceed $3,000.00, Tenant shall
                  reimburse Landlord for its actual reasonable costs and
                  expenses in lieu of a fixed review fee.

         C.       Tenant shall pay Landlord 50% of all rent and other
                  consideration which Tenant receives as a result of a Transfer
                  that is in excess of the Rent payable to Landlord for the
                  portion of the Premises and Term covered by the Transfer.
                  Tenant shall pay Landlord for Landlord's share of any excess
                  within 30 days after Tenant's receipt of such excess
                  consideration. Tenant may deduct from the excess all
                  reasonable and customary expenses directly incurred by Tenant
                  attributable to the Transfer (other than Landlord's review
                  fee), including brokerage fees, legal fees and construction
                  costs. If Tenant is in Monetary Default (defined in Section
                  XIX.A. below), Landlord may require that all sublease payments
                  be made directly to Landlord, in which case Tenant shall
                  receive a credit against Rent in the amount of any payments
                  received (less Landlord's share of any excess).

         D.       Except as provided below with respect to a Permitted Transfer,
                  if Tenant is a corporation, limited liability company,
                  partnership, or similar entity, and if the entity which owns
                  or controls a majority of the voting shares/rights at any time
                  changes for any reason (including but not limited to a merger,
                  consolidation or reorganization), such change of ownership or
                  control shall constitute a Transfer. The foregoing shall not
                  apply so long as Tenant is an entity whose outstanding stock
                  is listed on a recognized security exchange, or if at least
                  80% of its voting stock is owned by another entity, the voting
                  stock of which is so listed.

         E.       Tenant may assign its entire interest under this Lease to a
                  successor to Tenant by purchase, merger, consolidation or
                  reorganization without the consent of Landlord, provided that
                  all of the following conditions are satisfied (a "Permitted
                  Transfer"): (1) Tenant is not in default under this Lease; (2)
                  Tenant's successor shall own all or substantially all of the
                  assets of Tenant; (3) Tenant's successor shall have a net
                  worth which is at least equal to the greater of Tenant's net
                  worth at the date of this Lease or Tenant's net worth as of
                  the day prior to the proposed purchase, merger, consolidation
                  or reorganization; (4) the Permitted Use does not allow the
                  Premises to be used for retail purposes; and (5) Tenant shall
                  give Landlord written notice at least 30 days prior to the
                  effective date of the proposed purchase, merger, consolidation
                  or reorganization. Tenant's notice to Landlord shall include
                  information and documentation showing that each of the above
                  conditions has been satisfied. If requested by Landlord,
                  Tenant's successor shall sign a commercially reasonable form
                  of assumption agreement.

XIII.    Liens.

         Tenant shall not permit mechanic's or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for benefit of Tenant. If a lien is so
placed, Tenant shall, within 10 days of notice from Landlord of the filing of
the lien, fully discharge the lien by settling the claim which resulted in the
lien or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law. If Tenant fails to discharge the lien, then, in addition to
any other right or remedy of Landlord, Landlord may bond or insure over the lien
or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount
paid by Landlord to bond or insure over the lien or discharge the lien,
including, without limitation, reasonable attorneys' fees (if and to the extent
permitted by Law) within 30 days after receipt of an invoice from Landlord.

XIV.     Indemnity and Waiver of Claims.




                                      -15-
<PAGE>


         A.       Except to the extent caused by the negligence or willful
                  misconduct of Landlord or any Landlord Related Parties
                  (defined below), Tenant shall indemnify, defend and hold
                  Landlord, its trustees, members, principals, beneficiaries,
                  partners, officers, directors, employees, Mortgagee(s)
                  (defined in Article XXVI) and agents ("Landlord Related
                  Parties") harmless against and from all liabilities,
                  obligations, damages, penalties, claims, actions, costs,
                  charges and expenses, including, without limitation,
                  reasonable attorneys' fees and other professional fees (if and
                  to the extent permitted by Law), which may be imposed upon,
                  incurred by or asserted against Landlord or any of the
                  Landlord Related Parties and arising out of or in connection
                  with any damage or injury occurring in the Premises or any
                  acts or omissions (including violations of Law) of Tenant, the
                  Tenant Related Parties (defined below) or any of Tenant's
                  transferees, contractors or licensees.

         B.       Except to the extent caused by the negligence or willful
                  misconduct of Tenant or any Tenant Related Parties (defined
                  below), Landlord shall indemnify, defend and hold Tenant, its
                  trustees, members, principals, beneficiaries, partners,
                  officers, directors, employees and agents ("Tenant Related
                  Parties") harmless against and from all liabilities,
                  obligations, damages, penalties, claims, actions, costs,
                  charges and expenses, including, without limitation,
                  reasonable attorneys' fees and other professional fees (if and
                  to the extent permitted by Law), which may be imposed upon,
                  incurred by or asserted against Tenant or any of the Tenant
                  Related Parties and arising out of or in connection with the
                  acts or omissions (including violations of Law) of Landlord,
                  the Landlord Related Parties or any of Landlord's contractors.

         C.       Landlord and the Landlord Related Parties shall not be liable
                  for, and Tenant waives, all claims for loss or damage to
                  Tenant's business or loss, theft or damage to Tenant's
                  Property or the property of any person claiming by, through or
                  under Tenant resulting from: (1) wind or weather; (2) the
                  failure of any sprinkler, heating or air-conditioning
                  equipment, any electric wiring or any gas, water or steam
                  pipes; (3) the backing up of any sewer pipe or downspout; (4)
                  the bursting, leaking or running of any tank, water closet,
                  drain or other pipe; (5) water, snow or ice upon or coming
                  through the roof, skylight, stairs, doorways, windows, walks
                  or any other place upon or near the Building; (6) any act or
                  omission of any party other than Landlord or Landlord Related
                  Parties; and (7) any causes not reasonably within the control
                  of Landlord. Tenant shall insure itself against such losses
                  under Article XV below.

XV.      Insurance.

         Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense: (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business Interruption Insurance, including flood and earthquake,
written at replacement cost value and with a replacement cost endorsement
covering all of Tenant's trade fixtures, equipment, furniture and other personal
property within the Premises ("Tenant's Property"); (3) Workers' Compensation
Insurance as required by the state in which the Premises is located and in
amounts as may be required by applicable statute; and (4) Employers Liability
Coverage of at least $1,000,000.00 per occurrence. Any company writing any of
Tenant's Insurance shall have an A.M. Best rating of not less than A-VIII. All
Commercial General Liability Insurance policies shall name Tenant as a named
insured and Landlord (or any successor), Equity Office Properties Trust, a
Maryland real estate investment trust, EOP Operating Limited Partnership, a
Delaware limited partnership, and their respective members, principals,
beneficiaries, partners, officers, directors, employees, and agents, and other
designees of Landlord as the interest of such designees shall appear, as
additional insureds. All policies of Tenant's Insurance shall contain
endorsements that the insurer(s) shall give Landlord and its designees at least
30 days' advance written notice of any change, cancellation, termination or
lapse of insurance. Tenant shall provide Landlord with a certificate of
insurance evidencing Tenant's Insurance prior to the earlier to occur of the
Commencement Date or the date Tenant is



                                      -16-
<PAGE>


provided with possession of the Premises for any reason, and upon renewals at
least 15 days prior to the expiration of the insurance coverage. So long as the
same is available at commercially reasonable rates, Landlord shall maintain so
called All Risk property insurance on the Building at replacement cost value, as
reasonably estimated by Landlord. Except as specifically provided to the
contrary, the limits of either party's' insurance shall not limit such party's
liability under this Lease.

XVI.     Subrogation.

         Notwithstanding anything in this Lease to the contrary, Landlord and
Tenant shall cause their respective insurance carriers to waive any and all
rights of recovery, claim, action or causes of action against the other and
their respective trustees, principals, beneficiaries, partners, officers,
directors, agents, and employees, for any loss or damage that may occur to
Landlord or Tenant or any party claiming by, through or under Landlord or
Tenant, as the case may be, with respect to Tenant's Property, the Building, the
Premises, any additions or improvements to the Building or Premises, or any
contents thereof, including all rights of recovery, claims, actions or causes of
action arising out of the negligence of Landlord or any Landlord Related Parties
or the negligence of Tenant or any Tenant Related Parties, which loss or damage
is (or would have been, had the insurance required by this Lease been carried)
covered by insurance.

XVII.    Casualty Damage.

         A.       If all or any part of the Premises is damaged by fire or other
                  casualty, Tenant shall immediately notify Landlord in writing.
                  During any period of time that all or a material portion of
                  the Premises is rendered untenantable as a result of a fire or
                  other casualty, the Rent shall abate for the portion of the
                  Premises that is untenantable and not used by Tenant. Landlord
                  shall have the right to terminate this Lease if: (1) the
                  Building shall be damaged so that, in Landlord's reasonable
                  judgment, substantial alteration or reconstruction of the
                  Building shall be required (whether or not the Premises has
                  been damaged); (2) Landlord is not permitted by Law to rebuild
                  the Building in substantially the same form as existed before
                  the fire or casualty; (3) the Premises have been materially
                  damaged and there is less than 2 years of the Term remaining
                  on the date of the casualty; (4) any Mortgagee requires that
                  the insurance proceeds be applied to the payment of the
                  mortgage debt; or (5) a material uninsured loss to the
                  Building occurs. Landlord may exercise its right to terminate
                  this Lease by notifying Tenant in writing within 90 days after
                  the date of the casualty. If Landlord does not terminate this
                  Lease, Landlord shall commence and proceed with reasonable
                  diligence to repair and restore the Building and the Leasehold
                  Improvements (excluding any Alterations that were performed by
                  Tenant in violation of this Lease). However, in no event shall
                  Landlord be required to spend more than the insurance proceeds
                  received by Landlord. Landlord shall not be liable for any
                  loss or damage to Tenant's Property or to the business of
                  Tenant resulting in any way from the fire or other casualty or
                  from the repair and restoration of the damage. Landlord and
                  Tenant hereby waive the provisions of any Law relating to the
                  matters addressed in this Article, and agree that their
                  respective rights for damage to or destruction of the Premises
                  shall be those specifically provided in this Lease.

         B.       If all or any portion of the Premises shall be made
                  untenantable by fire or other casualty, Landlord shall, with
                  reasonable promptness, cause an architect or general
                  contractor selected by Landlord to provide Landlord and Tenant
                  with a written estimate of the amount of time required to
                  substantially complete the repair and restoration of the
                  Premises and make the Premises tenantable again, using
                  standard working methods ("Completion Estimate"). If the
                  Completion Estimate indicates that the Premises cannot be made
                  tenantable within 270 days from the date the repair and
                  restoration is started, then regardless of anything in Section
                  XVII.A above to the contrary, either party shall have the
                  right to terminate this Lease by giving written notice to the
                  other of such election within 10 days after receipt of the
                  Completion Estimate. Tenant, however, shall not have the right
                  to terminate this Lease if the fire or casualty was caused by
                  the



                                      -17-
<PAGE>


                  negligence or intentional misconduct of Tenant, Tenant Related
                  Parties or any of Tenant's transferees, contractors or
                  licensees.

XVIII.   Condemnation.

         Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Property which would leave the remainder of
the Building unsuitable for use as an office building in a manner comparable to
the Building's use prior to the Taking. In order to exercise its right to
terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating
party first receives notice of the Taking. Any such termination shall be
effective as of the date the physical taking of the Premises or the portion of
the Building or Property occurs. If this Lease is not terminated, the Rentable
Square Footage of the Building, the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted. In
addition, Rent for any portion of the Premises taken or condemned shall be
abated during the unexpired Term of this Lease effective when the physical
taking of the portion of the Premises occurs. All compensation awarded for a
Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant. However,
Tenant may file a separate claim at its sole cost and expense for Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not diminish the award which would otherwise be receivable by
Landlord.

XIX.     Events of Default.

         Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

         A.       Tenant's failure to pay when due all or any portion of the
                  Rent, if the failure continues for 3 Business Days after
                  written notice to Tenant ("Monetary Default").

         B.       Tenant's failure (other than a Monetary Default) to comply
                  with any term, provision or covenant of this Lease, if the
                  failure is not cured within 10 Business Days after written
                  notice to Tenant. However, if Tenant's failure to comply
                  cannot reasonably be cured within 10 Business Days, Tenant
                  shall be allowed additional time (not to exceed 60 days) as is
                  reasonably necessary to cure the failure so long as: (1)
                  Tenant commences to cure the failure within 10 Business Days,
                  and (2) Tenant diligently pursues a course of action that will
                  cure the failure and bring Tenant back into compliance with
                  the Lease. However, if Tenant's failure to comply creates a
                  hazardous condition, the failure must be cured immediately
                  upon notice to Tenant. In addition, if Landlord provides
                  Tenant with notice of Tenant's failure to comply with any
                  particular term, provision or covenant of the Lease on 3
                  occasions during any 12 month period, Tenant's subsequent
                  violation of such term, provision or covenant shall, at
                  Landlord's option, be an incurable event of default by Tenant.

         C.       Tenant or any Guarantor becomes insolvent, makes a transfer in
                  fraud of creditors or makes an assignment for the benefit of
                  creditors, or admits in writing its inability to pay its debts
                  when due.

         D.       The leasehold estate is taken by process or operation of Law.

         E.       Tenant is in default beyond any notice and cure period under
                  any other lease or agreement with Landlord, including, without
                  limitation, any lease or agreement for parking.

XX.      Remedies.



                                      -18-
<PAGE>


         A.       Upon any default, Landlord shall have the right without notice
                  or demand (except as provided in Article XIX) to pursue any of
                  its rights and remedies at Law or in equity, including any one
                  or more of the following remedies:

                  1.       Terminate this Lease, in which case Tenant shall
                           immediately surrender the Premises to Landlord. If
                           Tenant fails to surrender the Premises, Landlord may,
                           in compliance with applicable Law and without
                           prejudice to any other right or remedy, enter upon
                           and take possession of the Premises and expel and
                           remove Tenant, Tenant's Property and any party
                           occupying all or any part of the Premises. Tenant
                           shall pay Landlord on demand the amount of all past
                           due Rent and other losses and damages which Landlord
                           may suffer as a result of Tenant's default, whether
                           by Landlord's inability to relet the Premises on
                           satisfactory terms or otherwise, including, without
                           limitation, all Costs of Reletting (defined below)
                           and any deficiency that may arise from reletting or
                           the failure to relet the Premises. "Costs of
                           Reletting" shall include all costs and expenses
                           incurred by Landlord in reletting or attempting to
                           relet the Premises, including, without limitation,
                           reasonable legal fees, brokerage commissions, the
                           cost of alterations and the value of other
                           concessions or allowances granted to a new tenant.

                  2.       Terminate Tenant's right to possession of the
                           Premises and, in compliance with applicable Law,
                           expel and remove Tenant, Tenant's Property and any
                           parties occupying all or any part of the Premises.
                           Landlord may (but shall not be obligated to) relet
                           all or any part of the Premises, without notice to
                           Tenant, for a term that may be greater or less than
                           the balance of the Term and on such conditions (which
                           may include concessions, free rent and alterations of
                           the Premises) and for such uses as Landlord in its
                           absolute discretion shall determine. Landlord may
                           collect and receive all rents and other income from
                           the reletting. Tenant shall pay Landlord on demand
                           all past due Rent, all Costs of Reletting and any
                           deficiency arising from the reletting or failure to
                           relet the Premises. Landlord shall not be responsible
                           or liable for the failure to relet all or any part of
                           the Premises or for the failure to collect any Rent.
                           The re-entry or taking of possession of the Premises
                           shall not be construed as an election by Landlord to
                           terminate this Lease unless a written notice of
                           termination is given to Tenant.

                  3.       In lieu of calculating damages under Sections XX.A.1
                           or XX.A.2 above, Landlord may elect to receive as
                           damages the sum of (a) all Rent accrued through the
                           date of termination of this Lease or Tenant's right
                           to possession, and (b) an amount equal to the total
                           Rent that Tenant would have been required to pay for
                           the remainder of the Term discounted to present value
                           at the Prime Rate (defined in Section XX.B. below)
                           then in effect, minus the then present fair rental
                           value of the Premises for the remainder of the Term,
                           similarly discounted, after deducting all anticipated
                           Costs of Reletting.

         B.       Unless expressly provided in this Lease, the repossession or
                  re-entering of all or any part of the Premises shall not
                  relieve Tenant of its liabilities and obligations under the
                  Lease. No right or remedy of Landlord shall be exclusive of
                  any other right or remedy. Each right and remedy shall be
                  cumulative and in addition to any other right and remedy now
                  or subsequently available to Landlord at Law or in equity. If
                  Landlord declares Tenant to be in default, Landlord shall be
                  entitled to receive interest on any unpaid item of Rent at a
                  rate equal to the Prime Rate plus 4%. For purposes hereof, the
                  "Prime Rate" shall be the per annum interest rate publicly
                  announced as its prime or base rate by a federally insured
                  bank selected by Landlord in the state in which the Building
                  is located. Forbearance by Landlord to enforce one or more
                  remedies shall not constitute a waiver of any default.

XXI.     Limitation of Liability.

         NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR



                                      -19-
<PAGE>


LANDLORD) TO TENANT SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE
PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR
THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD. NEITHER LANDLORD NOR ANY
LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL
GIVE LANDLORD AND THE MORTGAGEE(S) (DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT
HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN ARTICLE XXVI BELOW) ON THE
PROPERTY, BUILDING OR PREMISES, NOTICE AND REASONABLE TIME TO CURE THE ALLEGED
DEFAULT.

XXII.    No Waiver.

         Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel. Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default. Receipt by Landlord of Tenant's keys to
the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII.  Quiet Enjoyment.

         Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Building, and shall
not be a personal covenant of Landlord or the Landlord Related Parties.

XXIV.    Relocation.

         Landlord, at its expense, at any time before or during the Term, may
relocate Tenant from the Premises to reasonably comparable space ("Relocation
Space") within the Building or adjacent buildings within the same project upon
60 days' prior written notice to Tenant. From and after the date of the
relocation, "Premises" shall refer to the Relocation Space into which Tenant has
been moved and the Base Rent and Tenant's Pro Rata Share shall be adjusted based
on the rentable square footage of the Relocation Space. Landlord shall pay
Tenant's reasonable costs for moving Tenant's furniture and equipment and
printing and distributing notices to Tenant's customers of Tenant's change of
address and a supply of stationery in the then current reasonable amount
possessed by Tenant showing the new address.

XXV.     Holding Over.

         Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises
during the holdover shall be subject to all the terms and provisions of this
Lease and Tenant shall pay an amount (on a per month basis without reduction for
partial months during the holdover) equal to 150% of the greater of: (1) the sum
of the Base Rent and Additional Rent due for the period immediately preceding
the holdover; or (2) the fair market gross rental for the Premises as reasonably
determined by Landlord. No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises
by summary proceedings or otherwise. In addition to the payment of the amounts
provided above, if Landlord is unable to deliver possession of the Premises to a
new tenant, or to perform improvements for a new tenant, as a result of Tenant's
holdover and Tenant fails to vacate the Premises within 15 days after Landlord
notifies Tenant of Landlord's inability to deliver possession, or perform
improvements, Tenant shall be liable to Landlord for all damages, including,
without limitation, consequential damages, that Landlord suffers from the
holdover.




                                      -20-
<PAGE>


XXVI.    Subordination to Mortgages; Estoppel Certificate.

         Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, the Building or the Property, and to renewals, modifications,
refinancings and extensions thereof (collectively referred to as a "Mortgage").
The party having the benefit of a Mortgage shall be referred to as a
"Mortgagee". This clause shall be self-operative, but upon request from a
Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee. In lieu of having the Mortgage be superior
to this Lease, a Mortgagee shall have the right at any time to subordinate its
Mortgage to this Lease. If requested by a successor-in-interest to all or a part
of Landlord's interest in the Lease, Tenant shall, without charge, attorn to the
successor-in-interest. Landlord and Tenant shall each, within 10 days after
receipt of a written request from the other, execute and deliver an estoppel
certificate to those parties as are reasonably requested by the other (including
a Mortgagee or prospective purchaser). The estoppel certificate shall include a
statement certifying that this Lease is unmodified (except as identified in the
estoppel certificate) and in full force and effect, describing the dates to
which Rent and other charges have been paid, representing that, to such party's
actual knowledge, there is no default (or stating the nature of the alleged
default) and indicating other matters with respect to the Lease that may
reasonably be requested.

XXVII.   Attorneys' Fees.

         If either party institutes a suit against the other for violation of or
to enforce any covenant or condition of this Lease, or if either party
intervenes in any suit in which the other is a party to enforce or protect its
interest or rights, the prevailing party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.

XXVIII.  Notice.

         If a demand, request, approval, consent or notice (collectively
referred to as a "notice") shall or may be given to either party by the other,
the notice shall be in writing and delivered by hand or sent by registered or
certified mail with return receipt requested, or sent by overnight or same day
courier service at the party's respective Notice Address(es) set forth in
Article I, except that if Tenant has vacated the Premises (or if the Notice
Address for Tenant is other than the Premises, and Tenant has vacated such
address) without providing Landlord a new Notice Address, Landlord may serve
notice in any manner described in this Article or in any other manner permitted
by Law. Each notice shall be deemed to have been received or given on the
earlier to occur of actual delivery or the date on which delivery is refused,
or, if Tenant has vacated the Premises or the other Notice Address of Tenant
without providing a new Notice Address, three (3) days after notice is deposited
in the U.S. mail or with a courier service in the manner described above. Either
party may, at any time, change its Notice Address by giving the other party
written notice of the new address in the manner described in this Article.

XXIX.    Excepted Rights.

         This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself the use of: (1)
roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms,
Building risers or similar areas that are used by Landlord for the provision of
Building services, (4) rights to the land and improvements below the floor of
the Premises, (5) the improvements and air rights above the Premises, (6) the
improvements and air rights outside the demising walls of the Premises, and (7)
the areas within the Premises used for the installation of utility lines and
other installations serving occupants of the Building. Landlord has the right to
change the Building's name or address. Landlord also has the right to make such
other changes to the Property and Building as Landlord deems appropriate,
provided the changes do not materially affect Tenant's ability to use the
Premises for the Permitted Use. Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably determines
that there is an imminent danger of



                                      -21-
<PAGE>


significant damage to the Building or of personal injury to Landlord's employees
or the occupants of the Building. The circumstances under which Landlord may
temporarily close the Building shall include, without limitation, electrical
interruptions, hurricanes and civil disturbances. A closure of the Building
under such circumstances shall not constitute a constructive eviction nor
entitle Tenant to an abatement or reduction of Rent.

XXX.     Surrender of Premises.

         At the expiration or earlier termination of this Lease or Tenant's
right of possession, Tenant shall remove Tenant's Property (defined in Article
XV) from the Premises, and quit and surrender the Premises to Landlord, broom
clean, and in good order, condition and repair, ordinary wear and tear excepted.
Tenant shall also be required to remove the Required Removables in accordance
with Article VIII. If Tenant fails to remove any of Tenant's Property within 2
days after the termination of this Lease or of Tenant's right to possession,
Landlord, at Tenant's sole cost and expense, shall be entitled (but not
obligated) to remove and store Tenant's Property. Landlord shall not be
responsible for the value, preservation or safekeeping of Tenant's Property.
Tenant shall pay Landlord, upon demand, the expenses and storage charges
incurred for Tenant's Property. In addition, if Tenant fails to remove Tenant's
Property from the Premises or storage, as the case may be, within 30 days after
written notice, Landlord may deem all or any part of Tenant's Property to be
abandoned, and title to Tenant's Property shall be deemed to be immediately
vested in Landlord.

XXXI.    Miscellaneous.

         A.       This Lease and the rights and obligations of the parties shall
                  be interpreted, construed and enforced in accordance with the
                  Laws of the state in which the Building is located and
                  Landlord and Tenant hereby irrevocably consent to the
                  jurisdiction and proper venue of such state. If any term or
                  provision of this Lease shall to any extent be invalid or
                  unenforceable, the remainder of this Lease shall not be
                  affected, and each provision of this Lease shall be valid and
                  enforced to the fullest extent permitted by Law. The headings
                  and titles to the Articles and Sections of this Lease are for
                  convenience only and shall have no effect on the
                  interpretation of any part of the Lease.

         B.       Tenant shall not record this Lease or any memorandum without
                  Landlord's prior written consent.

         C.       Landlord and Tenant hereby waive any right to trial by jury in
                  any proceeding based upon a breach of this Lease.

         D.       Whenever this Lease requires the taking of an action by
                  Landlord or Tenant, the period of time for the performance of
                  such action shall be extended by (or, if no time period is
                  specified, the performance of such action shall be forgiven
                  for) the number of days that the performance is actually
                  delayed due to strikes, acts of God, shortages of labor or
                  materials, war, civil disturbances and other causes beyond the
                  reasonable control of the performing party ("Force Majeure").
                  However, events of Force Majeure shall not extend any period
                  of time for the payment of Rent or other sums payable by
                  either party or any period of time for the written exercise of
                  any option or right by either party.

         E.       Landlord shall have the right to transfer and assign, in whole
                  or in part, all of its rights and obligations under this Lease
                  and in the Building and/or Property referred to herein, and
                  upon such transfer Landlord shall be released from any further
                  obligations hereunder, and Tenant agrees to look solely to the
                  successor in interest of Landlord for the performance of such
                  obligations.

         F.       Tenant represents that it has dealt directly with and only
                  with the Broker as a broker in connection with this Lease.
                  Tenant shall indemnify and hold Landlord and the Landlord
                  Related Parties harmless from all claims of any other brokers
                  claiming to have represented Tenant in connection with this
                  Lease. Landlord agrees to indemnify and hold Tenant and the
                  Tenant Related Parties harmless



                                      -22-
<PAGE>


                  from all claims of any brokers claiming to have represented
                  Landlord in connection with this Lease.

         G.       Tenant covenants, warrants and represents that: (1) each
                  individual executing, attesting and/or delivering this Lease
                  on behalf of Tenant is authorized to do so on behalf of
                  Tenant; (2) this Lease is binding upon Tenant; and (3) Tenant
                  is duly organized and legally existing in the state of its
                  organization and is qualified to do business in the state in
                  which the Premises are located. If there is more than one
                  Tenant, or if Tenant is comprised of more than one party or
                  entity, the obligations imposed upon Tenant shall be joint and
                  several obligations of all the parties and entities. Notices,
                  payments and agreements given or made by, with or to any one
                  person or entity shall be deemed to have been given or made
                  by, with and to all of them.

         H.       Time is of the essence with respect to Tenant's exercise of
                  any expansion, renewal or extension rights granted to Tenant.
                  This Lease shall create only the relationship of landlord and
                  tenant between the parties, and not a partnership, joint
                  venture or any other relationship. This Lease and the
                  covenants and conditions in this Lease shall inure only to the
                  benefit of and be binding only upon Landlord and Tenant and
                  their permitted successors and assigns.

         I.       The expiration of the Term, whether by lapse of time or
                  otherwise, shall not relieve either party of any obligations
                  which accrued prior to or which may continue to accrue after
                  the expiration or early termination of this Lease. Without
                  limiting the scope of the prior sentence, it is agreed that
                  Tenant's obligations under Sections IV.A, IV.B., VIII, XIV,
                  XX, XXV and XXX shall survive the expiration or early
                  termination of this Lease.

         J.       Landlord has delivered a copy of this Lease to Tenant for
                  Tenant's review only, and the delivery of it does not
                  constitute an offer to Tenant or an option. This Lease shall
                  not be effective against any party hereto until an original
                  copy of this Lease has been signed by such party.

         K.       All understandings and agreements previously made between the
                  parties are superseded by this Lease, and neither party is
                  relying upon any warranty, statement or representation not
                  contained in this Lease. This Lease may be modified only by a
                  written agreement signed by Landlord and Tenant.

         L.       Tenant, within 15 days after request, shall provide Landlord
                  with a current financial statement and such other information
                  as Landlord may reasonably request in order to create a
                  "business profile" of Tenant and determine Tenant's ability to
                  fulfill its obligations under this Lease. Landlord, however,
                  shall not require Tenant to provide such information unless
                  Landlord is requested to produce the information in connection
                  with a proposed financing or sale of the Building. Upon
                  written request by Tenant, Landlord shall enter into a
                  commercially reasonable confidentiality agreement covering any
                  confidential information that is disclosed by Tenant.

XXXII.   Entire Agreement.

         This Lease and the following exhibits and attachments constitute the
entire agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: EXHIBIT A (Outline and Location of Premises),
EXHIBIT B (Rules and Regulations), EXHIBIT C (Commencement Letter), EXHIBIT D
(Work Letter Agreement), EXHIBIT E (Additional Provisions) and EXHIBIT F (Form
of Letter of Credit).

         Landlord and Tenant have executed this Lease as of the day and year
first above written.


                                    LANDLORD:



                                      -23-
<PAGE>


                             EOP-ONE CANAL PARK, L.L.C., a Delaware limited
                             liability company

                             By: EOP Operating Limited Partnership, a Delaware
                             limited partnership, its sole member

                             By: Equity Office Properties Trust, a Maryland real
                             estate investment trust, its managing general
                             partner


                             By: /s/ Maryann G. Suydam
                                 ----------------------------------------------

                             Name: Maryann Gilligan Suydam
                                   --------------------------------------------

                             Title: Senior Vice President Boston Region
                                    -------------------------------------------


                             TENANT:
                             ACCRUE SOFTWARE, INC., a Delaware corporation


                             By: /s/ Gregory S. Carson
                                 ----------------------------------------------

                             Name: Gregory S. Carson
                                   --------------------------------------------

                             Title: CFO
                                    -------------------------------------------





                                      -24-
<PAGE>



                                    EXHIBIT A

                                    PREMISES


         This Exhibit is attached to and made a part of the Lease by and between
EOP-ONE CANAL PARK, L.L.C., a Delaware limited liability company ("Landlord")
and ACCRUE SOFTWARE, INC., a Delaware corporation ("Tenant") for space in the
Building located at One Canal Park, Cambridge, Massachusetts.




                                      -25-
<PAGE>



                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

         The following rules and regulations shall apply, where applicable, to
the Premises, the Building, the parking garage (if any), the Property and the
appurtenances. Capitalized terms have the same meaning as defined in the Lease.

1.       Sidewalks, doorways, vestibules, halls, stairways and other similar
         areas shall not be obstructed by Tenant or used by Tenant for any
         purpose other than ingress and egress to and from the Premises. No
         rubbish, litter, trash, or material shall be placed, emptied, or thrown
         in those areas. At no time shall Tenant permit Tenant's employees to
         loiter in Common Areas or elsewhere about the Building or Property.

2.       Plumbing fixtures and appliances shall be used only for the purposes
         for which designed, and no sweepings, rubbish, rags or other unsuitable
         material shall be thrown or placed in the fixtures or appliances.
         Damage resulting to fixtures or appliances by Tenant, its agents,
         employees or invitees, shall be paid for by Tenant, and Landlord shall
         not be responsible for the damage.

3.       No signs, advertisements or notices shall be painted or affixed to
         windows, doors or other parts of the Building, except those of such
         color, size, style and in such places as are first approved in writing
         by Landlord. All tenant identification and suite numbers at the
         entrance to the Premises shall be installed by Landlord, at Tenant's
         cost and expense, using the standard graphics for the Building. Except
         in connection with the hanging of lightweight pictures and wall
         decorations, no nails, hooks or screws shall be inserted into any part
         of the Premises or Building except by the Building maintenance
         personnel.

4.       Landlord may provide and maintain in the first floor (main lobby) of
         the Building an alphabetical directory board or other directory device
         listing tenants, and no other directory shall be permitted unless
         previously consented to by Landlord in writing.

5.       Tenant shall not place any lock(s) on any door in the Premises or
         Building without Landlord's prior written consent and Landlord shall
         have the right to retain at all times and to use keys to all locks
         within and into the Premises. A reasonable number of keys to the locks
         on the entry doors in the Premises shall be furnished by Landlord to
         Tenant at Tenant's cost, and Tenant shall not make any duplicate keys.
         All keys shall be returned to Landlord at the expiration or early
         termination of this Lease.

6.       All contractors, contractor's representatives and installation
         technicians performing work in the Building shall be subject to
         Landlord's prior approval and shall be required to comply with
         Landlord's standard rules, regulations, policies and procedures, which
         may be revised from time to time.

7.       Movement in or out of the Building of furniture or office equipment, or
         dispatch or receipt by Tenant of merchandise or materials requiring the
         use of elevators, stairways, lobby areas or loading dock areas, shall
         be restricted to hours designated by Landlord. Tenant shall obtain
         Landlord's prior approval by providing a detailed listing of the
         activity. If approved by Landlord, the activity shall be under the
         supervision of Landlord and performed in the manner required by
         Landlord. Tenant shall assume all risk for damage to articles moved and
         injury to any persons resulting from the activity. If equipment,
         property, or personnel of Landlord or of any other party is damaged or
         injured as a result of or in connection with the activity, Tenant shall
         be solely liable for any resulting damage or loss.



                                      -26-
<PAGE>


8.       Landlord shall have the right to approve the weight, size, or location
         of heavy equipment or articles in and about the Premises. Damage to the
         Building by the installation, maintenance, operation, existence or
         removal of property of Tenant shall be repaired at Tenant's sole
         expense.

9.       Corridor doors, when not in use, shall be kept closed.

10.      Tenant shall not: (1) make or permit any improper, objectionable or
         unpleasant noises or odors in the Building, or otherwise interfere in
         any way with other tenants or persons having business with them; (2)
         solicit business or distribute, or cause to be distributed, in any
         portion of the Building, handbills, promotional materials or other
         advertising; or (3) conduct or permit other activities in the Building
         that might, in Landlord's sole opinion, constitute a nuisance.

11.      No animals, except those assisting handicapped persons, shall be
         brought into the Building or kept in or about the Premises.

12.      No inflammable, explosive or dangerous fluids or substances shall be
         used or kept by Tenant in the Premises, Building or about the Property.
         Tenant shall not, without Landlord's prior written consent, use, store,
         install, spill, remove, release or dispose of, within or about the
         Premises or any other portion of the Property, any asbestos-containing
         materials or any solid, liquid or gaseous material now or subsequently
         considered toxic or hazardous under the provisions of 42 U.S.C. Section
         9601 et seq. or any other applicable environmental Law which may now or
         later be in effect. Tenant shall comply with all Laws pertaining to and
         governing the use of these materials by Tenant, and shall remain solely
         liable for the costs of abatement and removal.

13.      Tenant shall not use or occupy the Premises in any manner or for any
         purpose which might injure the reputation or impair the present or
         future value of the Premises or the Building. Tenant shall not use, or
         permit any part of the Premises to be used, for lodging, sleeping or
         for any illegal purpose.

14.      Tenant shall not take any action which would violate Landlord's labor
         contracts or which would cause a work stoppage, picketing, labor
         disruption or dispute, or interfere with Landlord's or any other
         tenant's or occupant's business or with the rights and privileges of
         any person lawfully in the Building ("Labor Disruption"). Tenant shall
         take the actions necessary to resolve the Labor Disruption, and shall
         have pickets removed and, at the request of Landlord, immediately
         terminate any work in the Premises that gave rise to the Labor
         Disruption, until Landlord gives its written consent for the work to
         resume. Tenant shall have no claim for damages against Landlord or any
         of the Landlord Related Parties, nor shall the date of the commencement
         of the Term be extended as a result of the above actions.

15.      Tenant shall not install, operate or maintain in the Premises or in any
         other area of the Building, electrical equipment that would overload
         the electrical system beyond its capacity for proper, efficient and
         safe operation as determined solely by Landlord. Tenant shall not
         furnish cooling or heating to the Premises, including, without
         limitation, the use of electronic or gas heating devices, without
         Landlord's prior written consent. Tenant shall not use more than its
         proportionate share of telephone lines and other telecommunication
         facilities available to service the Building.

16.      Tenant shall not operate or permit to be operated a coin or token
         operated vending machine or similar device (including, without
         limitation, telephones, lockers, toilets, scales, amusement devices and
         machines for sale of beverages, foods, candy, cigarettes and other
         goods), except for machines for the exclusive use of Tenant's
         employees, and then only if the operation does not violate the lease of
         any other tenant in the Building.




                                      -27-
<PAGE>


17.      Bicycles and other vehicles are not permitted inside the Building or on
         the walkways outside the Building, except in areas designated by
         Landlord.

18.      Landlord may from time to time adopt systems and procedures for the
         security and safety of the Building, its occupants, entry, use and
         contents. Tenant, its agents, employees, contractors, guests and
         invitees shall comply with Landlord's systems and procedures.

19.      Landlord shall have the right to prohibit the use of the name of the
         Building or any other publicity by Tenant that in Landlord's sole
         opinion may impair the reputation of the Building or its desirability.
         Upon written notice from Landlord, Tenant shall refrain from and
         discontinue such publicity immediately.

20.      Tenant shall not canvass, solicit or peddle in or about the Building or
         the Property.

21.      Neither Tenant nor its agents, employees, contractors, guests or
         invitees shall smoke or permit smoking in the Common Areas, unless the
         Common Areas have been declared a designated smoking area by Landlord,
         nor shall the above parties allow smoke from the Premises to emanate
         into the Common Areas or any other part of the Building. Landlord shall
         have the right to designate the Building (including the Premises) as a
         non-smoking building.

22.      Landlord shall have the right to designate and approve standard window
         coverings for the Premises and to establish rules to assure that the
         Building presents a uniform exterior appearance. Tenant shall ensure,
         to the extent reasonably practicable, that window coverings are closed
         on windows in the Premises while they are exposed to the direct rays of
         the sun.

23.      Deliveries to and from the Premises shall be made only at the times, in
         the areas and through the entrances and exits designated by Landlord.
         Tenant shall not make deliveries to or from the Premises in a manner
         that might interfere with the use by any other tenant of its premises
         or of the Common Areas, any pedestrian use, or any use which is
         inconsistent with good business practice.

24.      The work of cleaning personnel shall not be hindered by Tenant after
         5:30 P.M., and cleaning work may be done at any time when the offices
         are vacant. Windows, doors and fixtures may be cleaned at any time.
         Tenant shall provide adequate waste and rubbish receptacles to prevent
         unreasonable hardship to the cleaning service.



                                      -28-
<PAGE>


                                    EXHIBIT C

                               COMMENCEMENT LETTER
                                    (EXAMPLE)


Date:

Tenant:

Address:




Re:      Commencement Letter with respect to that certain Lease dated as of
         by and between         , as Landlord, and            , as Tenant, for
                  square feet of Rentable Area on the         floor of the
         Building located at                 .

Dear:  :

         In accordance with the terms and conditions of the above referenced
Lease, Tenant accepts possession of the Premises and agrees:

         1.       The Commencement Date of the Lease is;

         2.       The Termination Date of the Lease is.

         Please acknowledge your acceptance of possession and agreement to the
terms set forth above by signing all 3 counterparts of this Commencement Letter
in the space provided and returning 2 fully executed counterparts to my
attention.

Sincerely,


Property Manager

Agreed and Accepted:
               Tenant:
               By:
               Name:
               Title:
               Date:



                                      -29-
<PAGE>



                                    EXHIBIT D

                                   WORK LETTER


         This Exhibit is attached to and made a part of the Lease and is entered
into by and between EOP-ONE CANAL PARK, L.L.C., a Delaware limited liability
company ("Landlord") and ACCRUE SOFTWARE, INC., a Delaware corporation
("Tenant") for space in the Building located at One Canal Park, Cambridge,
Massachusetts.

As used in this Workletter, the "Premises" shall be deemed to mean the Premises,
as initially defined in the attached Lease.

1.       This Work Letter shall set forth the obligations of Landlord and Tenant
         with respect to the improvements to be performed in the Premises for
         Tenant's use. All improvements described in this Work Letter to be
         constructed in and upon the Premises by Landlord are hereinafter
         referred to as the "Landlord Work." It is agreed that construction of
         the Landlord Work will be completed at Tenant's sole cost and expense,
         subject to the Allowance (as defined below). Landlord shall enter into
         a direct contract for the Landlord Work with a general contractor
         selected by Landlord. In addition, Landlord shall have the right to
         select and/or approve of any subcontractors used in connection with the
         Landlord Work.

2.       Tenant shall be solely responsible for the timely preparation and
         submission to Landlord of the final architectural, electrical and
         mechanical construction drawings, plans and specifications (called
         "Plans") necessary to construct the Landlord Work, which plans shall be
         subject to approval by Landlord and Landlord's architect and engineers
         and shall comply with their requirements to avoid aesthetic or other
         conflicts with the design and function of the balance of the Building.
         Tenant shall be responsible for all elements of the design of Tenant's
         plans (including, without limitation, compliance with law,
         functionality of design, the structural integrity of the design, the
         configuration of the Premises and the placement of Tenant's furniture,
         appliances and equipment), and Landlord's approval of Tenant's plans
         shall in no event relieve Tenant of the responsibility for such design.
         If requested by Tenant, Landlord's architect will prepare the Plans
         necessary for such construction at Tenant's cost. Whether or not the
         layout and Plans are prepared with the help (in whole or in part) of
         Landlord's architect, Tenant agrees to remain solely responsible for
         the timely preparation and submission of the Plans and for all elements
         of the design of such Plans and for all costs related thereto. Tenant
         has assured itself by direct communication with the architect and
         engineers (Landlord's or its own, as the case may be) that the final
         approved Plans can be delivered to Landlord on or before March 8, 2002
         (the "Plans Due Date"), provided that Tenant promptly furnishes
         complete information concerning its requirements to said architect and
         engineers as and when requested by them. Tenant covenants and agrees to
         cause said final, approved Plans to be delivered to Landlord on or
         before said Plans Due Date and to devote such time as may be necessary
         in consultation with said architect and engineers to enable them to
         complete and submit the Plans within the required time limit. Time is
         of the essence in respect of preparation and submission of Plans by
         Tenant. If the Plans are not fully completed and approved by the Plans
         Due Date, Tenant shall be responsible for one day of Tenant Delay (as
         defined in the Lease to which this Exhibit is attached) for each day
         during the period beginning on the day following the Plans Due Date and
         ending on the date completed Plans are approved. (The word "architect"
         as used in this Exhibit shall include an interior designer or space
         planner.)

3.       If Landlord's estimate and/or the actual cost of construction shall
         exceed the Allowance, Landlord, prior to commencing any construction of
         Landlord Work, shall submit to Tenant a written estimate setting forth
         the anticipated cost of the Landlord Work, including but not limited to
         labor and materials, contractor's fees and permit fees. Within 3
         Business Days thereafter, Tenant shall either notify



                                      -30-
<PAGE>


         Landlord in writing of its approval of the cost estimate, or specify
         its objections thereto and any desired changes to the proposed Landlord
         Work. If Tenant notifies Landlord of such objections and desired
         changes, Tenant shall work with Landlord to reach a mutually acceptable
         alternative cost estimate.

4        If Landlord's estimate and/or the actual cost of construction shall
         exceed the Allowance, if any (such amounts exceeding the Allowance
         being herein referred to as the "Excess Costs"), Tenant shall pay to
         Landlord such Excess Costs, plus any applicable state sales or use tax
         thereon, upon demand. The statements of costs submitted to Landlord by
         Landlord's contractors shall be conclusive for purposes of determining
         the actual cost of the items described therein. The amounts payable by
         Tenant hereunder constitute Rent payable pursuant to the Lease, and the
         failure to timely pay same constitutes an event of default under the
         Lease.

5.       If Tenant shall request any change, addition or alteration in any of
         the Plans after approval by Landlord, Landlord shall have such
         revisions to the drawings prepared, and Tenant shall reimburse Landlord
         for the cost thereof, plus any applicable state sales or use tax
         thereon, upon demand. Promptly upon completion of the revisions,
         Landlord shall notify Tenant in writing of the increased cost which
         will be chargeable to Tenant by reason of such change, addition or
         deletion. Tenant, within one Business Day, shall notify Landlord in
         writing whether it desires to proceed with such change, addition or
         deletion. In the absence of such written authorization, Landlord shall
         have the option to continue work on the Premises disregarding the
         requested change, addition or alteration, or Landlord may elect to
         discontinue work on the Premises until it receives notice of Tenant's
         decision, in which event Tenant shall be responsible for any Tenant
         Delay in completion of the Premises resulting therefrom. If such
         revisions result in a higher estimate of the cost of construction
         and/or higher actual construction costs which exceed the Allowance,
         such increased estimate or costs shall be deemed Excess Costs pursuant
         to Paragraph 4 hereof and Tenant shall pay such Excess Costs, plus any
         applicable state sales or use tax thereon, upon demand.

6.       Following approval of the Plans and the payment by Tenant of the
         required portion of the Excess Costs, if any, Landlord shall cause the
         Landlord Work to be constructed substantially in accordance with the
         approved Plans. Landlord shall notify Tenant of substantial completion
         of the Landlord Work.

7.       Landlord, provided Tenant is not in default, agrees to provide Tenant
         with an allowance (the "Allowance") in an amount not to exceed
         $41,148.00 (i.e., $6.00 per rentable square foot of the Premises) to be
         applied toward the cost of the Landlord Work in the Premises. If the
         Allowance shall not be sufficient to complete the Landlord Work, Tenant
         shall pay the Excess Costs, plus any applicable state sales or use tax
         thereon, as prescribed in Paragraph 4 above. Any portion of the
         Allowance which exceeds the cost of the Landlord Work or is otherwise
         remaining after December 31, 2002, shall accrue to the sole benefit of
         Landlord, it being agreed that Tenant shall not be entitled to any
         credit, offset, abatement or payment with respect thereto. Landlord
         shall be entitled to deduct from the Allowance a construction
         management fee for Landlord's oversight of the Landlord Work in an
         amount equal to 3% of the total cost of the Landlord Work.

8.       This Exhibit shall not be deemed applicable to any additional space
         added to the Premises at any time or from time to time, whether by any
         options under the Lease or otherwise, or to any portion of the original
         Premises or any additions to the Premises in the event of a renewal or
         extension of the original Term of the Lease, whether by any options
         under the Lease or otherwise, unless expressly so provided in the Lease
         or any amendment or supplement to the Lease.


                                      -31-
<PAGE>



                                    EXHIBIT E

                              ADDITIONAL PROVISIONS

         This Exhibit is attached to and made a part of the Lease and is entered
into by and between EOP-ONE CANAL PARK, L.L.C., a Delaware limited liability
company ("Landlord") and ACCRUE SOFTWARE, INC., a Delaware corporation
("Tenant") for space in the Building located at One Canal Park, Cambridge,
Massachusetts.

1.       PARKING

         A. Tenant shall have the right to use up to seven (7) parking spaces
available for Tenant's use in the City of Cambridge Garage located on First
Street, Cambridge Massachusetts ("Garage"). Said parking spaces will be on an
unassigned, non-reserved basis.

         B. Landlord shall have the right, at any time during the Lease Term
upon thirty (30) days' notice, to relocate the parking spaces from the Garage to
another location within reasonable proximity to the Building ("Relocated
Garage").

         C. During the initial Term, Tenant shall pay Landlord, as Additional
Rent in accordance with Article IV of the Lease, the sum of $195.00 per month,
plus applicable tax thereon, if any, for each unreserved Space leased by Tenant
hereunder, as such rates may be adjusted from time-to-time to reflect the then
current rate for parking in the Garage.

         D. Tenant acknowledges that Landlord neither owns nor operates the
Garage, nor the Relocated Garage, as the case may be. Accordingly, Landlord
shall not be liable for any interruption in the use or temporary closure of the
Garage, or the Relocated Garage, as the case may be, or for any loss, injury or
damage to persons using the Garage, or the Relocated Garage, as the case may be,
or automobiles or other property therein, it being agreed that, to the fullest
extent permitted by law, the use of the Garage, or the Relocated Garage, as the
case may be, shall be at the sole risk of Tenant and its employees. Furthermore,
Landlord shall not be responsible for money, jewelry, automobiles or other
personal property lost in or stolen from the Garage, or the Relocated Garage, as
the case may be, regardless of whether such loss or theft occurs when the
Garage, or Relocated Garage, as the case may be, or other areas therein are
locked or otherwise secured against entry.

         E. Tenant shall comply with and cause its employees to comply with any
rules and regulations which apply to the Garage, or the Relocated Garage, as the
case may be.

         F. Tenant shall have no right to sublet, assign, or otherwise transfer
said parking spaces or any parking passes relating thereto, other than in
connection with a Permitted Transfer. Landlord shall have the right to terminate
Tenant's parking rights with respect to any parking spaces (or passes) that
Tenant sublets, assigns or transfers, other than in connection with a Permitted
Transfer.

2.       RENEWAL OPTION

         A.       Grant of Option; Conditions. Tenant shall have the right to
                  extend the Term (the "Renewal Option") for one additional
                  period of 3 years commencing on the day following the
                  Termination Date of the initial Term and ending on the 3rd
                  anniversary of the Termination Date (the "Renewal Term"), if:

                  1.       Landlord receives notice of exercise ("Initial
                           Renewal Notice") not less than 6 full calendar months
                           prior to the expiration of the initial Term and not
                           more than 12 full calendar months prior to the
                           expiration of the initial Term; and




                                      -32-
<PAGE>

                  2.       Tenant is not in default under the Lease beyond any
                           applicable cure periods at the time that Tenant
                           delivers its Initial Renewal Notice or at the time
                           Tenant delivers its Binding Notice (as defined
                           below); and

                  3.       No part of the Premises is sublet (other than
                           pursuant to a Permitted Transfer, as defined in
                           Article XII of the Lease) at the time that Tenant
                           delivers its Initial Renewal Notice or at the time
                           Tenant delivers its Binding Notice; and

                  4.       The Lease has not been assigned (other than pursuant
                           to a Permitted Transfer, as defined in Article XII of
                           the Lease) prior to the date that Tenant delivers its
                           Initial Renewal Notice or prior to the date Tenant
                           delivers its Binding Notice.

         B.       Terms Applicable to Premises During Renewal Term.

                  1.       The initial Base Rent rate per rentable square foot
                           for the Premises during the Renewal Term shall equal
                           the Prevailing Market (hereinafter defined) rate per
                           rentable square foot for the Premises. Base Rent
                           during the Renewal Term shall increase, if at all, in
                           accordance with the increases assumed in the
                           determination of Prevailing Market rate. Base Rent
                           attributable to the Premises shall be payable in
                           monthly installments in accordance with the terms and
                           conditions of Article IV of the Lease.

                  2.       Tenant shall pay Additional Rent (i.e. Taxes and
                           Expenses) for the Premises during the Renewal Term in
                           accordance with Article IV of the Lease, and the
                           manner and method in which Tenant reimburses Landlord
                           for Tenant's share of Taxes and Expenses and the Base
                           Year, if any, applicable to such matter, shall be
                           some of the factors considered in determining the
                           Prevailing Market rate for the Renewal Term.

         C.       Procedure for Determining Prevailing Market. Within 30 days
                  after receipt of Tenant's Initial Renewal Notice, Landlord
                  shall advise Tenant of the applicable Base Rent rate for the
                  Premises for the Renewal Term. Tenant, within 15 days after
                  the date on which Landlord advises Tenant of the applicable
                  Base Rent rate for the Renewal Term, shall either (i) give
                  Landlord final binding written notice ("Binding Notice") of
                  Tenant's exercise of its Renewal Option, or (ii) if Tenant
                  disagrees with Landlord's determination, provide Landlord with
                  written notice of rejection (the "Rejection Notice"). If
                  Tenant fails to provide Landlord with either a Binding Notice
                  or Rejection Notice within such 15 day period, Tenant's
                  Renewal Option shall be null and void and of no further force
                  and effect. If Tenant provides Landlord with a Binding Notice,
                  Landlord and Tenant shall enter into the Renewal Amendment (as
                  defined below) upon the terms and conditions set forth herein.
                  If Tenant provides Landlord with a Rejection Notice, Landlord
                  and Tenant shall work together in good faith to agree upon the
                  Prevailing Market rate for the Premises during the Renewal
                  Term. Upon agreement, Tenant shall provide Landlord with
                  Binding Notice and Landlord and Tenant shall enter into the
                  Renewal Amendment in accordance with the terms and conditions
                  hereof. Notwithstanding the foregoing, if Landlord and Tenant
                  are unable to agree upon the Prevailing Market rate for the
                  Premises within 30 days after the date on which Tenant
                  provides Landlord with a Rejection Notice, Tenant's Renewal
                  Option shall be null and void and of no force and effect.

         D.       Renewal Amendment. If Tenant is entitled to and properly
                  exercises its Renewal Option, Landlord shall prepare an
                  amendment (the "Renewal Amendment") to reflect changes in the
                  Base Rent, Term, Termination



                                      -33-
<PAGE>


                  Date and other appropriate terms. The Renewal Amendment shall
                  be sent to Tenant within a reasonable time after receipt of
                  the Binding Notice and Tenant shall execute and return the
                  Renewal Amendment to Landlord within 15 days after Tenant's
                  receipt of same, but, upon final determination of the
                  Prevailing Market rate applicable during the Renewal Term as
                  described herein, an otherwise valid exercise of the Renewal
                  Option shall be fully effective whether or not the Renewal
                  Amendment is executed.

         E.       Definition of Prevailing Market. For purposes of this Renewal
                  Option, "Prevailing Market" shall mean the arms length fair
                  market annual rental rate per rentable square foot under
                  renewal leases and amendments entered into on or about the
                  date on which the Prevailing Market is being determined
                  hereunder for space comparable to the Premises in the Building
                  and office buildings comparable to the Building in the East
                  Cambridge/Kendall Square area. The determination of Prevailing
                  Market shall take into account any material economic
                  differences between the terms of this Lease and any comparison
                  lease or amendment, such as rent abatements, construction
                  costs and other concessions and the manner, if any, in which
                  the landlord under any such lease is reimbursed for operating
                  expenses and taxes. The determination of Prevailing Market
                  shall also take into consideration any reasonably anticipated
                  changes in the Prevailing Market rate from the time such
                  Prevailing Market rate is being determined and the time such
                  Prevailing Market rate will become effective under this Lease.




                                      -34-
<PAGE>


                                    EXHIBIT F

                            FORM OF LETTER OF CREDIT

                            ------------------------
                         [Name of Financial Institution]

                                                Irrevocable Standby
                                                Letter of Credit
                                                No. ______________________
                                                Issuance Date:_____________
                                                Expiration Date:____________
                                                Applicant: Accrue Software, Inc.
                                                           ---------------------

Beneficiary

EOP-One Canal Park, L.L.C.
c/o Equity Office Properties
100 Summer Street, 2nd Floor
Boston, MA  02110
Attention: Building Manager

Ladies/Gentlemen:

         We hereby establish our Irrevocable Standby Letter of Credit in your
favor for the account of the above referenced Applicant in the amount of Two
Hundred Thousand and 00/100 U.S. Dollars ($200,000.00) available for payment at
sight by your draft drawn on us when accompanied by the following documents:

1.       An original copy of this Irrevocable Standby Letter of Credit.

2.       Beneficiary's dated statement purportedly signed by an authorized
         signatory or agent reading: This draw in the amount of
         ______________________ U.S. Dollars ($____________) under your
         Irrevocable Standby Letter of Credit No. ____________________
         represents funds due and owing to us pursuant to the terms of that
         certain lease by and between EOP-ONE CANAL PARK, L.L.C., a Delaware
         limited liability company, as landlord and ACCRUE SOFTWARE, INC., a
         Delaware corporation, as tenant, and/or any amendment to the lease or
         any other agreement between such parties related to the lease."

         It is a condition of this Irrevocable Standby Letter of Credit that it
will be considered automatically renewed for a one year period upon the
expiration date set forth above and upon each anniversary of such date, unless
at least 60 days prior to such expiration date or applicable anniversary
thereof, we notify you in writing by certified mail return receipt requested or
by recognized overnight courier service, that we elect not to so renew this
Irrevocable Standby Letter of Credit. A copy of any such notice shall also be
sent, in the same manner, to: Equity Office Properties Trust, 2 North Riverside
Plaza, Suite 2100, Chicago, Illinois 60606, Attention: Treasury Department. In
addition, provided that you have not provided us with written notice, prior to
the effective date of any reduction, that Applicant has failed to satisfy the
conditions required under the Lease in order to reduce the amount of this
Irrevocable Standby Letter of Credit, the amount of this Irrevocable Standby
Letter of Credit shall automatically reduce in accordance with the following
schedule:

Effective Date of Reduction               New Reduced Amount of Letter of Credit
Second anniversary of Commencement Date   $150,000.00
Third anniversary of Commencement Date    $100,000.00





                                      -35-
<PAGE>


         In addition to the foregoing, we understand and agree that you shall be
entitled to draw upon this Irrevocable Standby Letter of Credit in accordance
with 1. and 2. above in the event that we elect not to renew this Irrevocable
Standby Letter of Credit and, in addition, you provide us with a dated statement
purportedly signed by an authorized signatory or agent of Beneficiary stating
that the Applicant has failed to provide you with an acceptable substitute
irrevocable standby letter of credit in accordance with the terms of the above
referenced lease. We further acknowledge and agree that: (a) upon receipt of the
documentation required herein, we will honor your draws against this Irrevocable
Standby Letter of Credit without inquiry into the accuracy of Beneficiary's
signed statement and regardless of whether Applicant disputes the content of
such statement; (b) this Irrevocable Standby Letter of Credit shall permit
partial draws and, in the event you elect to draw upon less than the full stated
amount hereof, the stated amount of this Irrevocable Standby Letter of Credit
shall be automatically reduced by the amount of such partial draw; and (c) you
shall be entitled to transfer your interest in this Irrevocable Standby Letter
of Credit from time to time and more than one time without our approval and
without charge. In the event of a transfer, we reserve the right to require
reasonable evidence of such transfer as a condition to any draw hereunder.

         This Irrevocable Standby Letter of Credit is subject to the Uniform
Customs and Practice for Documentary Credits (1993 revision) ICC Publication No.
500.

         We hereby engage with you to honor drafts and documents drawn under and
in compliance with the terms of this Irrevocable Standby Letter of Credit.

         All communications to us with respect to this Irrevocable Standby
Letter of Credit must be addressed to our office located at
______________________________________________ to the attention of
__________________________________.



                                             Very truly yours,



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


                                                          [name]
                                             -----------------------------------


                                                         [title]
                                             -----------------------------------




                                      -36-