<PAGE>

                                  OFFICE LEASE




                                     between




                              OAIC Bush Street, LLC
                      a Delaware limited liability company



                                   as Landlord




                                       and



                                 Xoom.com, Inc.,
                             A Delaware corporation




                                    as Tenant



THE SUBMISSION OF THIS DOCUMENT FOR EXAMINATION, NEGOTIATION AND/OR SIGNATURE
DOES NOT CONSTITUTE AN OFFER TO LEASE. THIS DOCUMENT SHALL NOT BE BINDING AND IN
EFFECT AGAINST EITHER PARTY UNTIL AT LEAST ONE COUNTERPART, DULY EXECUTED BY
LANDLORD AND TENANT, HAS BEEN RECEIVED BY LANDLORD AND TENANT.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>

                                                                                                               PAGE
<S>                                                                                                            <C>
1.       DEFINITIONS.............................................................................................1
2.       LEASE TERM; CONDITION OF PREMISES.......................................................................1
3.       8TH AND 9TH FLOORS......................................................................................2
4.       RENTAL..................................................................................................3
5.       ADDITIONAL RENT FOR EXPENSES AND REAL ESTATE TAXES......................................................5
6.       USE....................................................................................................10
7.       SERVICES...............................................................................................11
8.       TENANT REMEDIES........................................................................................14
9.       IMPOSITIONS PAYABLE BY TENANT..........................................................................15
10.      ALTERATIONS............................................................................................16
11.      LIENS..................................................................................................18
12.      REPAIRS; CONDITION OF PREMISES.........................................................................19
13.      DESTRUCTION OR DAMAGE..................................................................................19
14.      INSURANCE..............................................................................................21
15.      WAIVER OF SUBROGATION..................................................................................23
16.      INDEMNIFICATION........................................................................................24
17.      COMPLIANCE WITH LEGAL REQUIREMENTS.....................................................................24
18.      ASSIGNMENT AND SUBLETTING..............................................................................25
19.      RULES; NO DISCRIMINATION...............................................................................29
20.      ENTRY BY LANDLORD......................................................................................29
21.      EVENTS OF DEFAULT......................................................................................30
22.      TERMINATION UPON DEFAULT...............................................................................31
23.      CONTINUATION AFTER DEFAULT.............................................................................32
24.      OTHER RELIEF...........................................................................................32
25.      LANDLORD'S RIGHT TO CURE DEFAULTS......................................................................32
26.      LANDLORD DEFAULT.......................................................................................32
27.      ATTORNEYS' FEES........................................................................................33
28.      EMINENT DOMAIN.........................................................................................33
29.      SUBORDINATION AND NONDISTURBANCE.......................................................................33
30.      NO MERGER..............................................................................................34


                                                   -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                                               PAGE

31.      AMENDMENTS.............................................................................................34
32.      ESTOPPEL CERTIFICATE...................................................................................34
33.      NO LIGHT, AIR, OR VIEW EASEMENT........................................................................34
34.      HOLDING OVER...........................................................................................34
35.      SECURITY DEPOSIT.......................................................................................35
36.      WAIVER.................................................................................................37
37.      NOTICES AND CONSENTS...................................................................................37
38.      COMPLETE AGREEMENT.....................................................................................37
39.      CORPORATE AUTHORITY....................................................................................37
40.      STORAGE SPACE..........................................................................................38
41.      NO CONSEQUENTIAL DAMAGES...............................................................................38
42.      MISCELLANEOUS..........................................................................................38
43.      ABANDONMENT............................................................................................39
44.      AMERICANS WITH DISABILITIES ACT AND SIMILAR ACTS.......................................................39
45.      EXHIBITS...............................................................................................39
46.      LANDLORD'S LIABILITY; SALE OF BUILDING.................................................................39
47.      NAME OF BUILDING AND SIGNAGE...........................................................................40
48.      HAZARDOUS SUBSTANCE DISCLOSURE.........................................................................41
49.      REAL ESTATE BROKERS....................................................................................43
50.      NOTICE TO MORTGAGEE; FINANCIAL STATEMENT...............................................................43
51.      OPTION TO EXTEND.......................................................................................43
52.      RIGHT OF FIRST REFUSAL.................................................................................46
53.      PARKING................................................................................................47
54.      BICYCLE PARKING........................................................................................48
55.      INTERNAL FIRE STAIRS...................................................................................48
56.      DEDICATED ELEVATOR.....................................................................................48
57.      YEAR 2000..............................................................................................48

</TABLE>

                                                 -ii-
<PAGE>


                                  OFFICE LEASE
                             BASIC LEASE INFORMATION

Lease Execution Date:      August 13, 1999


         The Lease Execution Date shall be the date upon which the Lease is
         fully executed by both parties. Upon Lease execution by Landlord,
         Landlord shall promptly send a copy of the fully executed Lease to
         Tenant by facsimile, followed by overnight delivery of a complete,
         fully executed original Lease.


Landlord:         OAIC Bush Street, LLC, a Delaware limited liability company


Tenant:           Xoom.com, Inc., a Delaware corporation


Building (Section 1(a)):  225 Bush Street, San Francisco, California


Premises (Section 1(b)):

         Suite 800 on the entire 8th floor of the Building (the "8th Floor")
         Suite 900 on the entire 9th floor of the Building (the "9th Floor")
         Suite 1200 on the entire 12th floor of the Building (the "12th Floor")
         Suite 1300 on the entire 13th floor of the Building (the "13th Floor")
         Suite 1900 on the entire 19th floor of the Building (the "19th Floor")
         Suite 2000 on the entire 20th floor of the Building (the "20th Floor")
         Suite 2100 on the entire 21st floor of the Building (the "21st Floor")
         Suite 2200 on the entire 22nd floor of the Building (the "22nd Floor")

Rentable Area of Premises (Section 1(b)):

         25,233 rentable square feet on the 8th floor
         26,042 rentable square feet on the 9th floor
         26,041 rentable square feet on the 12th floor
         26,034 rentable square feet on the 13th floor
         24,157 rentable square feet on the 19th floor
         22,123 rentable square feet on the 20th floor
         18,751 rentable square feet on the 21st floor
         18,314 rentable square feet on the 22nd floor

         The total rentable square footage for the Premises is 186,695 rentable
square feet.


                                        III
<PAGE>


         The Premises rentable square footage was measured based upon ANSI/BOMA
         Z65.1-1996 standards, except for the 22nd floor which calculation
         excludes the exterior loggia area for the purposes of this Lease.
         Landlord and Tenant have agreed to the Premises rentable square footage
         for all purposes and said square footage will not be revised during the
         entire term of the Lease, including all Extension Periods.

Term Commencement Date (Section 2(a)):

         (1)      The Term Commencement Date for the 19th Floor shall be on or
before September 1, 1999 (the "19th Floor Term Commencement Date").

         (2)      The Term Commencement Date for the 12th Floor and 13th Floor
shall be the earlier of twenty-six (26) weeks after the Lease Execution Date,
plus days attributable to Landlord Delays and Force Majeure Events, or
substantial completion of the Tenant Work and Base Building Work on the 12th and
13th Floor (the "12th and 13th Floor Term Commencement Date"). The estimated
12th and 13th Floor Term Commencement Date is February 4, 2000 (the "Estimated
12th and 13th Floor Term Commencement Date").

         (3)      The Term Commencement Date for the 20th Floor and 21st Floor
shall be the earlier of twenty-six (26) weeks after the Lease Execution Date,
plus days attributable to Landlord Delays and Force Majeure Events, or
substantial completion of the Tenant Work and Base Building Work on the 20th
Floor and 21st Floor (the "20th and 21st Floor Term Commencement Date"). The
estimated 20th and 21st Floor Term Commencement Date is February 4, 2000 (the
"Estimated 20th and 21st Floor Term Commencement Date").

         (4)      The Term Commencement Date for the 22nd Floor shall be the
earlier of fourteen (14) months after the Lease Execution Date, plus days
attributable to Landlord Delays and Force Majeure Events, or upon substantial
completion of the Tenant Work and Base Building Work on the 22nd Floor (the
"22nd Floor Term Commencement Date"). The estimated 22nd Floor Term Commencement
Date is October 15, 2000 (the "Estimated 22nd Floor Term Commencement Date").

         (5)      The Term Commencement Date for the 8th Floor and 9th Floor
shall be as set forth in Section 3 of the Lease.


Term Expiration Date (Section 2(a)): The last day of the month, one hundred
twenty (120) months after the 20th and 21st Floor Term Commencement Date.


                                    IV

<PAGE>

Base Monthly Rental (Section 3(a)):

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
 FLOOR OF PREMISES              YEARS(2) 1-5:                     YEARS 6-10
<S>                      <C>                             <C>
----------------------------------------------------------------------------------------
     8th Floor                 $73,596.25/mo.                   $79,904.50/mo.
                          $883,155/an. ($35.00(1))         $958,854/an. ($38.00(1))
----------------------------------------------------------------------------------------
     9th Floor                 $75,955.83/mo.                   $82,466.33/mo.
                          $911,470/an. ($35.00(1))         $989,596/an. ($38.00(1))
----------------------------------------------------------------------------------------
     12th Floor                $80,293.08/mo.                    $84,633.25/mo.
                         $963,517.00/an. ($37.00(1))     $1,015,599.00/an. ($39.00(1))
----------------------------------------------------------------------------------------
     13th Floor                $80,271.50/mo.                   $84,610.50/mo.
                         $963,258.00/an. ($37.00(1))     $1,015,326.00/an. ($39.00(1))
----------------------------------------------------------------------------------------
     19th Floor                $74,484.08/mo.                   $78,510.25/mo.
                         $893,809.00/an. ($37.00(1))       $942,123.00/an. ($39.00(1))
----------------------------------------------------------------------------------------
     20th Floor                $73,743.33/mo.                   $82,961.25/mo.
                         $884,920.00/an. ($40.00(1))       $995,535.00/an. ($45.00(1))
----------------------------------------------------------------------------------------
     21st Floor                $62,503.33/mo.                   $70,316.25/mo.
                         $750,040.00/an. ($40.00(1))       $843,795.00/an. ($45.00(1))
----------------------------------------------------------------------------------------
     22nd Floor                $67,151.33/mo.                   $70,203.67/mo.
                         $805,816.00/an. ($44.00(1))       $842,444.00/an. ($46.00(1))
----------------------------------------------------------------------------------------
       Total:                  $587,998.73/mo.                  $633,606.00/mo.
                             $7,055,985.00/an.                 $7,603,272.00/an.
----------------------------------------------------------------------------------------

</TABLE>

(1)  Per rentable square, per annum.
(2)  Years shall be measured from the 20th and 21st Floor Term Commencement Date


Base Expense Year (Section 1(c)):   2000

Base Tax Year (Section 1(d)):       2000


                                      V
<PAGE>


Tenant's Expense Share (Section 5(a)):      33.62%

Tenant's Expense Share by floor of the Premises shall be

         4.54% for the 8th Floor
         4.69% for the 9th Floor
         4.69% for the 12th Floor
         4.69% for the 13th Floor
         4.35% for the 19th Floor
         3.98% for the 20th Floor
         3.38% for the 21st Floor
         3.30% for the 22nd Floor

         Landlord and Tenant agree that Tenant's Expense Share is calculated
         based upon the Building containing 555,325 rentable square feet
         ("Building Square Footage").

Tenant's Tax Share (Section 5(a)):  33.62% of the Building

Tenant's Tax Share by floor of the Premises shall be:

         4.54% for the 8th Floor
         4.69% for the 9th Floor
         4.69% for the 12th Floor
         4.69% for the 13th Floor
         4.35% for the 19th Floor
         3.98% for the 20th Floor
         3.38% for the 21st Floor
         3.30% for the 22nd Floor


         Landlord and Tenant agree that Tenant's Tax Share is calculated based
         upon the Building Square Footage (as defined above).

Security Deposit (Section 35):      Upon full execution of the Lease: a Letter
                                    of Credit in the amount of $4,500,000
                                    subject to reduction and/or return to the
                                    Tenant in accordance with the terms of
                                    Section 35 of this Lease


Tenant's Address
for Notices (Section 37):

Prior to 19th Floor Term Commencement Date:

         Xoom.com, Inc.
         300 Montgomery Street, Suite 300


                                     VI
<PAGE>


         San Francisco, California 94104
         Attn: Director of Operations and Administration
         Phone: (415) 288-2500
         Fax: (415) 288-2580

After the 19th Floor Term Commencement Date:

         Xoom.com, Inc.
         225 Bush Street, Suite ____
         San Francisco, California 94104
         Attn: Director of Operations and Administration
         Phone: (415)_________________________
         Fax: (415)___________________________
         [blanks to be completed on occupancy]

Landlord's Address
for Notices (Section 37)

         OAIC Bush Street, LLC
         c/o Ocwen Capital Corporation
         1675 Palm Beach Lakes Boulevard
         The Forum, Suite 511
         West Palm Beach, FL  33401
         Attn:    Secretary
         Phone:   (561) 682-8517
         Fax:     (561) 682-8177

         with a copy to:

         OAIC Bush Street, LLC
         c/o Ocwen Capital Corporation
         1675 Palm Beach Lakes Boulevard
         The Forum
         West Palm Beach, FL  33401
         Attn:    Real Estate Asset Management Department
         Phone:   (561) 682-8275
         Fax:     (561) 682-8163


                                       VII
<PAGE>


         with a copy to:

         Jones Lang LaSalle
         225 Bush Street, Suite 770
         San Francisco, California  94104
         Attn:    Property Manager
         Phone:   (415) 835-0225
         Fax:     (415) 835-0222



Exhibit(s) and Addendum (Section 45):

         Exhibit A:  Floor Plan
         Exhibit B:  Rules and Regulations
         Exhibit C:  Work Letter
         Exhibit D:  Commencement Date Memorandum
         Exhibit E:  Tenant Estoppel
         Exhibit F:  Subordination, Attornment and Non-Disturbance Agreement

Real Estate Brokers (Section 49): Mark Rosen of Rosen and Reynolds for Tenant
and Angus Scott and Richard Dougherty of Grubb & Ellis for Landlord.

The provisions of the Lease identified above in parentheses are those provisions
where references to particular Basic Lease Information appear. Each such
reference shall incorporate the applicable Basic Lease Information. In the event
of any conflict between any Basic Lease Information and the Lease, the latter
shall control.

TENANT:                                 LANDLORD:

Xoom.com, Inc.                          OAIC Bush Street, LLC,
a Delaware corporation                  a Delaware limited liability company

By: /s/ Chris Kitze                     By:  /s/ Gregory Breskin
   -----------------------------           ---------------------------------
Name:   Chris Kitze                     Name:    Gregory Breskin
     ---------------------------             -------------------------------
Its:    Chairman                        Its:     Vice President
    ----------------------------            --------------------------------


By: /s/ John Harbottle                  By:     /s/ Christine Reich
   -----------------------------           ---------------------------------
Name:   John Harbottle                  Name:       Christine Reich
     ---------------------------             -------------------------------
Its:    CFO                             Its:        President
    ----------------------------            --------------------------------


                                            VIII
<PAGE>

                                 OFFICE LEASE

         THIS LEASE, dated August 13, 1999, for purposes of reference only,
is made and entered into by and between OAIC Bush Street, LLC, a Delaware
limited liability company ("Landlord"), and Xoom.com, Inc., a Delaware
corporation ("Tenant").

                                  WITNESSETH:

         Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the premises described in Section 1(b) below for the term and
subject to the terms, covenants, agreements and conditions hereinafter set
forth, to each and all of which Landlord and Tenant hereby mutually agree.

         1.       DEFINITIONS.  Unless the context otherwise specifies or
requires, the following terms shall have the meanings herein specified:

                  (a)      The term "Building" shall mean the building or
buildings described in the Basic Lease Information, and the parcel or parcels
of land on which such building or buildings are situated, together with all
other improvements and other real property located on such parcel or parcels,
including without limitation the garage, as well as any property interest in
the area of the streets bounding the parcel described in the Basic Lease
Information, and all other improvements on or appurtenances to said parcel or
said streets.

                  (b)      The term "Premises" shall mean the portion of the
Building located on the floors specified in the Basic Lease Information which
is shown crosshatched on the floor plan(s) attached to this Lease as EXHIBIT A.
Landlord and Tenant agree that the Premises consist of the number of square
feet of rentable area set forth in the Basic Lease Information. All the
outside walls and windows of the Premises and any space in the Premises used
for shafts, stacks, pipes, conduits, ducts, electric or other utilities,
sinks or other Building facilities, and the use thereof and access thereto
through the Premises for the purposes of operation, maintenance and repairs,
are reserved to Landlord.

                  (c)      The term "Base Expense Year" shall mean the
calendar year specified in the Basic Lease Information as the Base Expense
Year.

                  (d)      The term "Base Tax Year" shall mean the calendar
year specified in the Basic Lease Information as the Base Tax Year.

         2.       LEASE TERM; CONDITION OF PREMISES.

                  (a)      The Lease term (the "Lease Term") shall commence
for the respective floors of the Premises on the Term Commencement Dates
specified in the Basic Lease Information, as modified by the terms of the
Lease and the Work Letter attached hereto as Exhibit C (the "Work Letter"),
and unless ended sooner as herein provided, shall expire on the Term
Expiration Date specified in the Basic Lease Information.

<PAGE>

                  (b)      Tenant and Landlord shall construct or install in
the Premises the improvements to be constructed or installed pursuant to the
Work Letter. Landlord shall own all of said initial improvements to be
constructed or installed pursuant to the Work Letter as of the Term
Commencement Date for each respective floor in the Premises.

                  (c)      If Landlord for any reason whatsoever cannot
deliver possession of the Premises to Tenant on the respective Premises
Delivery Date (as defined in Exhibit C), this Lease shall not be void or
voidable, no obligation of Tenant shall be affected hereby and Landlord shall
not be liable to Tenant for any loss or damage resulting therefrom.

         3.       8TH AND 9TH FLOORS.

                  (a)      In connection with the 8th floor (the "8th Floor")
and 9th floor (the "9th Floor") in the Building, Landlord shall give written
notice to Tenant upon the current 8th and 9th Floor tenant's vacation of the
8th and 9th Floors (the "Availability Notice"). In no event shall Landlord
give Tenant the Availability Notice prior to January 1, 2000. Tenant shall
have thirty (30) days after Landlord provides the Availability Notice (the
"Availability Notice Period") to give Landlord written notice that (i) Tenant
desires to build out the 8th and/or 9th Floors for Tenant's use ("Tenant
Build Out"), or (ii) Tenant desires to sublet the 8th and/or 9th Floor to a
third party sublessee and build out the 8th and 9th Floors accordingly
("Sublessee Build Out"). Tenant shall have the right to pursue a Tenant Build
Out or a Sublessee Build Out on either the 8th Floor or 9th Floor and is not
required to elect the same build out for both of said floors. If Tenant fails
to deliver written notice during the Availability Notice Period, Tenant shall
be deemed to have elected a "Sublessee Build Out" for both the 8th Floor and
9th Floor. Each and every provision of this Lease and Exhibit C shall apply
to a Tenant Build Out or Sublessee Build Out, except as provided to the
contrary in this Section or in Exhibit C.

                  (b)      In the case of a Tenant Built Out on the 8th Floor
and/or 9th Floor, as applicable, (i) Tenant shall be entitled to a Tenant
Improvement Allowance in Section 5 of Exhibit C of Forty Dollars ($40.00) per
square foot of rentable area for the 8th Floor ($1,009,320) and/or Forty
Dollars ($40.00) per square foot of rentable area for the 9th Floor
($1,041,680), (ii) as required in Section 1(a) of Exhibit C, Tenant shall
deliver an initial draft of the Space Plan for the 8th Floor and/or 9th
Floor, as applicable, after the end of the Availability Notice Period,
(iii) the Premises Delivery Date (as defined in Exhibit C), in Section 2(c)
of Exhibit C, for the 8th Floor and/or 9th Floor, as applicable, shall be on
or before six (6) weeks after the end of the Availability Notice Period, as
extended by any Force Majeure Events and/or Landlord Delay, and (iv) the Term
Commencement Date for the 8th Floor and/or 9th Floor ("8th Floor Term
Commencement Date" and/or "9th Floor Term Commencement Date" as applicable)
shall be twelve (12) weeks after the Premises Delivery Date. In addition to
the definition of Landlord Delay in EXHIBIT C, for purposes of this Section 3,
every day after January 1, 2000 until the date on which Landlord delivers the
Availability Notice to Tenant shall be considered a Landlord Delay.

                  (c)      In the case of a Sublessee Build Out on the
8th Floor and/or 9th Floor, as applicable, (i) Tenant shall be entitled to an
initial Tenant Improvement Allowance in Section 5


                                       2

<PAGE>

of Exhibit C of up to and including Five Dollars ($5.00) per square foot of
rentable area for the 8th Floor ($126,165) and/or up to and including Five
Dollars ($5.00) per square foot of rentable area for the 9th Floor
($130,210), (ii) as required in Section 1(a) of Exhibit C, Tenant shall
deliver an initial draft of the Space Plan for the 8th Floor and/or 9th
Floor, as applicable, after the end of the Availability Notice Period,
(iii) the Premises Delivery Date, in Section 2(c) of Exhibit C, for the
8th Floor and/or 9th Floor, as applicable, shall be the date that Landlord
receives written notice from the Tenant electing a Sublessee Build Out, but
in no event later than the expiration of the Availability Notice Period, and
(iv) the Term Commencement Date for the 8th Floor and/or 9th Floor
("8th Floor Term Commencement Date" and/or "9th Floor Term Commencement Date"
as applicable) shall be March 1, 2000, as extended by any Force Majeure
Events and/or Landlord Delay.

                  (d)      In the event that Tenant elects a Sublessee Build
Out pursuant to this Section for either the 8th Floor and/or 9th Floor,
Tenant shall have the option, exercisable upon written notice to Landlord
("Additional Build Out Notice"), to further build out the 8th Floor and/or
9th Floor, as applicable for Tenant's use ("Additional Tenant Build Out"). In
connection therewith, Tenant shall be entitled to a total Tenant Improvement
Allowance in Section 5 of Exhibit C of Forty Dollars ($40.00) per square foot
of rentable area for the 8th Floor ($1,009,320) and/or ($40.00) per square
foot of rentable area for the 9th Floor ($1,041,680), less the amount of the
Tenant Improvement Allowance expended during the Sublessee Build Out of the
8th Floor and/or 9th Floor, as applicable. Notwithstanding anything to the
contrary contained herein, during the last twenty-four (24) months of the
original Lease Term, Tenant shall not be entitled to an any additional Tenant
Improvement Allowance from Landlord in connection with an Additional Tenant
Build Out. In the event that Tenant exercises the option contained in this
Section 3(d) Tenant shall deliver an initial draft of the Space Plan for the
tenant improvements to be constructed on the 8th Floor and/or 9th Floor, as
applicable, as required in Section 1(a) of Exhibit C after the Additional
Build Out Notice, and (ii) the parties agree that Landlord shall be required
to complete any remaining Base Building Work (as defined in Exhibit C) at the
time of the Additional Build Out.

                  (e)      If the Tenant elects the Sublessee Build Out,
Tenant shall be entitled to a credit against the 8th Floor Base Monthly
Rental and 9th Floor Base Monthly Rental (collectively, "Rent Credit") in the
amount of three dollars ($3.00) per rentable square foot per year until the
earlier of (i) the nineteenth (19th) month after the 8th Floor Term
Commencement Date and/or the 9th Floor Term Commencement Date, as applicable,
or (ii) eighteen (18) weeks after the Additional Build Out Notice.

         4.       RENTAL.

                  (a)      Commencing on the respective Rent Commencement
Dates, as defined below, with respect to each floor of the Premises and
thereafter through the remainder of the Lease Term, Tenant shall pay to
Landlord throughout the Lease Term as basic monthly rental for the Premises
the sum specified for each floor of the Premises in the Basic Lease
Information as the Base Monthly Rental. As additional rent hereunder during
such period, Tenant shall pay to Landlord the additional rent described in
Section 5 below. Base Monthly Rental and additional


                                       3

<PAGE>

rent payable pursuant to Section 5 shall be collectively referred to herein
as "monthly rental." As used herein the "Rent Commencement Date" for each
floor of the Premises shall mean the Term Commencement Date for each
respective floor of the Premises as set forth in the Basic Lease Information.
Landlord and Tenant hereby agree to confirm the Rent Commencement Date and
Term Commencement Date for each floor of the Premises promptly after the Term
Commencement Date for each floor of the Premises, by executing and delivering
to each other a Commencement Date Memorandum in conformance with EXHIBIT D
attached hereto, but failure to do so shall not affect the Rent Commencement
Date, Term Commencement Date or Lease Term.

                  (b)      Monthly rental shall be paid to Landlord on or
before the Rent Commencement Date and on or before the first day of each and
every successive calendar month thereafter during the term hereof. In the
event the Rent Commencement Date is on a day other than the first day of a
calendar month or the Lease Term ends on a day other than the last day of a
calendar month, the monthly rental for the first and last fractional months
hereof shall be appropriately prorated.

                  (c)      All sums of money due from Tenant hereunder not
specifically characterized as rental shall constitute additional rent, and if
any such sum is not paid when due it shall nonetheless be collectible as
additional rent with the next installment of monthly rental thereafter
falling due, but nothing contained herein shall be deemed to suspend or delay
the payment of any sum of money at the time it becomes due and payable
hereunder, or to limit any other remedy of Landlord.

                  (d)      Tenant hereby acknowledges that late payment by
Tenant to Landlord of monthly rental will cause Landlord to incur costs not
contemplated by this Lease, the exact amounts of which will be difficult to
ascertain. Such costs include, but are not limited to, processing and
accounting charges, and late charges which may be imposed on Landlord by the
terms of any encumbrances covering the Building and the Premises.
Accordingly, if any installment of monthly rental shall not be received by
Landlord prior to the expiration of any applicable grace period described in
Section 21(a), Tenant shall pay to Landlord a late charge equal to five
percent (5%) of such overdue amount; provided that, on not more than two
(2) occasions in any consecutive twelve (12) month period Tenant may be up to
five (5) days late in the payment of monthly rental after written notice from
Landlord; provided further that, if monthly rental is not paid when due three
(3) times during any Lease Year, then thereafter Tenant shall not be entitled
to any grace period, and such late charge shall be assessed on any monthly
rental not paid by 5:00 p.m. on the date due. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs
Landlord will incur by reason of late payment by Tenant based on the
circumstances existing as of the date of this Lease. Acceptance of such late
charge by Landlord shall in no event constitute a waiver of Tenant's default
with respect to such overdue amount, nor prevent Landlord from exercising any
of the other rights and remedies granted hereunder.

                  (e)      Any amount due from Tenant, if not paid when first
due, shall bear interest from the date first due until paid at an annual rate
of thirteen percent (13%) (but in no event in


                                       4

<PAGE>

excess of the maximum rate of interest permitted by law), provided that
interest shall not be payable on late charges incurred by Tenant nor on any
amounts upon which late charges are paid by Tenant to the extent such
interest would cause the total interest to be in excess of that legally
permitted. Payment of interest shall not excuse or cure any default hereunder
by Tenant.

                  (f)      Subject to the provisions of Section 21(a) below,
all payments due from Tenant to Landlord shall be paid to Landlord, without
notice, demand, deduction or offset, in lawful money of the United States of
America in immediately available funds or by good check as described below
and unless otherwise instructed, addressed to the Property Manager at the
address set forth in the Basic Lease Information, or to such other person or
at such other place as Landlord may from time to time designate by notice to
Tenant. Payments made by check must be drawn either on a California financial
institution or on a financial institution that is a member of the federal
reserve system. Notwithstanding the foregoing, Tenant may make any payments
due to Landlord by wire transfer and said payments shall be considered
received by Landlord upon receipt into Landlord's bank account.

         5.       ADDITIONAL RENT FOR EXPENSES AND REAL ESTATE TAXES.

                  (a)      For purposes of this Section 5, the following
terms shall have the meanings hereinafter set forth:

                           (i)      "Tenant's Tax Share" and "Tenant's
Expense Share" mean the percentage figures so specified in the Basic Lease
Information.

                           (ii)     "Tax Year" means each twelve (12)
consecutive month period commencing January 1st of each year during the Lease
Term, including, without limitation, any partial year during which the Lease
may commence; provided that Landlord, upon notice to Tenant, may change the
Tax Year from time to time to any other twelve (12) consecutive month period
and, in the event of any such change, Tenant's Tax Share of Real Estate Taxes
shall be adjusted for the Tax Year involved in any such change.

                           (iii)    "Real Estate Taxes" means all taxes,
assessments (whether general or special), levies, excises, fees and charges
of any kind whatsoever, ordinary or extraordinary, unforeseen as well as
foreseen, assessed, imposed or levied upon or with respect to the Building or
any part thereof or any personal property of Landlord used in the operation
thereof, or Landlord's interest in the Building or such personal property.
Real Estate Taxes shall include, without limitation: all general real
property taxes and general and special assessments, charges, fees, or
assessments for transit, housing, police, fire, or other governmental
services or purported benefits to the Building or the occupants thereof,
service payments in lieu of taxes, business taxes, and any tax, fee, or
excise on the act of entering into this Lease or any other lease of space in
the Building, or on the use or occupancy of the Building or any part thereof,
or on the rent payable under any lease or in connection with the business of
renting space in the Building, or any gross receipt taxes or excise taxes
that are now or hereafter levied or assessed against Landlord by the United
States of America, the State of California or any political subdivision
thereof, public corporation, district, or any other political or public
entity, and shall also include any other tax, fee, charge or other excise,
however described, that may be levied or assessed as a


                                       5

<PAGE>

substitute for, or as an addition to, in whole or in part, any other Real
Estate Taxes, whether or not now customary or in the contemplation of the
parties on the date of this Lease. Real Estate Taxes shall not include taxes
assessed solely upon and/or paid by other tenants in the Building, franchise,
transfer, inheritance or capital stock taxes or income taxes measured by the
net income of Landlord from all sources unless, due to a change in the method
of taxation, any of such taxes is levied or assessed against Landlord as a
substitute for, or as an addition to, in whole or in part, any other tax that
would otherwise constitute a Real Estate Tax. Real Estate Taxes shall also
include legal fees, costs, and disbursements incurred in connection with
proceedings to contest, determine, or reduce Real Estate Taxes.

                           (iv)     "Expense Year" means each twelve (12)
consecutive month period commencing January 1st of each year during the Lease
Term, including, without any limitation, any partial year during which the
Lease may commence; provided that Landlord, upon notice to Tenant, may change
the Expense Year from time to time to any other twelve (12) consecutive month
period and, in the event of any such change, Tenant's Expense Share of
Expenses shall be adjusted for the Expense Years involved in any such change.

                           (v)      "Expenses" means the total costs and
expenses paid or incurred by Landlord in connection with the ownership,
management, operation, maintenance and repair of the Building, including,
without limitation: (i) the cost of air conditioning, electricity, steam,
water, sewer, heating, mechanical, telephone, ventilating, escalator and
elevator systems and all other services and utilities; (ii) the cost of
repairs and replacements and all labor and material costs related thereto,
and the cost of general maintenance, cleaning and service contracts and the
cost of all supplies, tools and equipment required in connection thereof;
(iii) the cost of the Building delivery and messenger service; (iv) the cost
incurred by Landlord for all insurance carried on the Building or in
connection with the use and/or occupancy thereof and the amount of any
deductible on uninsured loss (earthquake insurance shall either be included
in the base year Expenses calculation or, if earthquake insurance is not so
included in the base year Expenses calculation, and Landlord in the future
desires to carry earthquake insurance, only that portion of the earthquake
insurance cost as represents the reasonable increase in the cost of such
earthquake insurance over an imputed base year cost shall be included as an
Expense); (v) wages, salaries, payroll taxes and other labor costs and
employee benefits for employees up to and including the level of Building
manager; (vi) management fees, which shall not exceed the market range for
such fees; (vii) fees, charges and other costs of all independent contractors
engaged by Landlord, including those providing janitorial, window cleaning,
security, extermination, rubbish removal, planting and other services;
(viii) accounting and legal expenses and the costs of other professionals and
consultants; (ix) Landlord's share of any shared expenses under any
reciprocal easement agreement or similar document; (x) depreciation on
personal property, including, without limitation, carpeting in public
corridor and common areas and window coverings provided by Landlord; (xi) the
rental paid for offices in the Building for the property manager and related
management and operations personnel; (xii) the cost of any capital
improvements made to the Building, or capital assets acquired by Landlord,
after completion of the Building's construction that are (A) a labor-saving
or energy saving device or to enhance the health and safety of the public
(including tenants) or to effect other economies in the operation or
maintenance of the Building to the extent of the actual savings, enhancement
or effect on other


                                       6

<PAGE>

economies, or (B) made to the Building after the date of this Lease that are
required under any governmental law or regulation or insurance carrier that
was not applicable to the Building at the time that permits for the
construction thereof were obtained; provided that the total cost of said
improvements or assets that shall be included in the Expenses calculation
shall not exceed Three Hundred Thousand Dollars ($300,000) during any Expense
Year; (C) to the extent that the cost of any such improvement or asset is
less than One Hundred Thousand Dollars ($100,000.00), provided that the total
cost of said improvements or assets that shall be included in the Expenses
calculation shall not exceed Two Hundred Thousand Dollars ($200,000) during
any Expense Year, or (D) which improvements or assets have a useful life of
five (5) years or less (and the cost of which is not otherwise included in
Expenses pursuant to this Section 5(a)(v)), so long as the amortized amount
under this subsection (D) above that is included in the Expenses calculation
for any Expense year, when combined with the costs under subsection (C),
shall not exceed Two Hundred Thousand Dollars ($200,000); the costs pursuant
to this subsection 5(a)(v)(xii) (other than those described in clause (C)
above) are to be amortized over such period as Landlord shall determine
(including, without limitation, with respect to any improvements which result
in cost savings with respect to the Building, such period as would allow
Landlord to amortize the improvements to the extent of such cost savings in
any year or to any greater extent deemed appropriate to Landlord, together
with interest on the unamortized balance at the rate of ten percent (10%) per
annum or such higher rate as may have been paid by Landlord on funds borrower
for the purpose of constructing such capital improvements (GAAP shall be used
to determine if an item is an expense or a capital expenditure); (xiii) the
amortized cost of the Transit Impact Development Fee of the City and County
of San Francisco; (xiv) the cost of contesting the validity or applicability
of any governmental enactments which may affect operating expenses; (xv)
license, permit and inspection fees and charges; (xvi) sales, use and excise
taxes on goods and services purchased by Landlord in connection with the
operation, maintenance or repair of the Building and building systems and
equipment; (xvii) supplies, tools, materials and equipment used in connection
with the operation, maintenance or repair of the Building; (xviii) painting
the exterior or the public or common areas of the Building and the cost of
maintaining the sidewalks, landscaping and other common areas of the
Building; and (xiv) any other expenses and costs of any kind whatsoever
incurred in connection with the ownership, management, operation, maintenance
and repair of the Building. Expenses shall not include Real Estate Taxes, the
cost of tenant improvements, real estate broker's commissions, or interest or
principal payments on loans which are secured by a deed of trust or mortgage
encumbering the Building.

                  Actual Expenses for both the Base Expense Year and each
subsequent Expense Year shall be adjusted to equal Landlord's reasonable
estimate of the Expenses had the total area of the Building been occupied for
each such Expense Year. Landlord and Tenant acknowledge and agree that
certain costs of the ownership, management, operation maintenance and repair
of the Building may be allocated exclusively to a single component of the
Building (for example, and without limitation, to an office area, a retail
area or a parking facility) and certain of such costs may be allocated among
such components. The determination of such costs and their allocation shall
be made by Landlord in Landlord's reasonable discretion. To the extent costs
and expenses described above relate to both the Building and other property,
such costs and


                                       7

<PAGE>

expenses shall, in determining the amount of Expenses, be allocated as
Landlord may determine to be appropriate.

                  Notwithstanding anything to the contrary in the definition
of Expenses, Expenses shall not include:

                           (i)      Depreciation (except as provided in
Section 5(a)(v)(x) above), interest, or amortization on mortgages payments;

                           (ii)     Leasing commissions, attorney's fees and
other costs and expenses incurred in connection with negotiations or disputes
with present or prospective tenants or other occupants of the Building;

                           (iii)    Advertising and promotional expenditures
related to leasing tenant space in the Building;

                           (iv)     Costs incurred with respect to the
installation of tenant improvements made for new tenants in the Building or
incurred in renovating or otherwise improving, decorating, painting or
redecorating space leased by or exclusively available to other tenants or
other occupants of the Building;

                           (v)      Expenses, costs, and disbursements
relating to, or arising directly or indirectly from, the testing for or
analysis, handling, removal, treatment, disposal, remediation, or replacement
of asbestos or asbestos-containing materials, lead or Hazardous Materials in,
on, around, beneath, or from the Building;

                           (vi)     To the extent that retail tenants in the
Building are separately metered or separately billed, the cost of
electricity, chilled and hot water for heating and cooling air, and
janitorial service for such retail tenants in their premises and in excess of
standard water service to retail tenants in the Building;

                           (vii)    Cost for public art (including, without
limitation, paintings and sculptures); and

                           (viii)   Expenses, to the extent reimbursed by
third parties; and

                           (ix)     Any sales, mortgage or other brokerage
commissions in connection with the sale of financing of the Building.

                  (b)      Tenant shall pay to Landlord as additional rent
one twelfth (1/12) of Tenant's Tax Share of increases in the Real Estate
Taxes for each Tax Year or portion thereof during the Lease Term after the
Base Tax Year when compared to Real Estate Taxes for the Base Tax Year (the
"Tax Increases"), in advance, on or before the first day of each month during
such Tax Year, in an amount estimated by Landlord in a writing delivered to
Tenant. Landlord may revise such estimates from time to time and Tenant will
thereafter make payments on the basis of such revised estimates.


                                       8

<PAGE>

                  (c)      Tenant shall pay to Landlord as additional rent
one twelfth (1/12) of Tenant's Expense Share of increases in the Expenses for
each Expense Year or portion thereof during the Lease Term after the Base
Expense Year when compared to Expenses for the Base Expense Year (the
"Expense Increases"), in advance, on or before the first day of each month
during such Expense Year, in an amount estimated by Landlord in a writing
delivered to Tenant. Landlord may revise such estimates from time to time and
Tenant will thereafter make payments on the basis of such revised estimates.

                  (d)      With reasonable promptness after the expiration of
each Expense Year and Tax Year after the Base Expense Year and Base Tax Year,
including, without limitation, the Expense Year and Tax Year during which
this Lease terminates, Landlord will furnish Tenant with a statement (herein
called "Landlord's Expense Statement" and "Landlord's Tax Statement"),
prepared by Landlord or its accountant, setting forth in reasonable detail
the Expenses and Real Estate Taxes for each such Expense Year and Tax Year
and Tenant's Expense Share of the Expense Increases and Tenant's Tax Share of
the Tax Increases, which statement shall be conclusive and binding upon
Tenant, subject to Section 5(e). If the total of Tenant's Expense Share of
the Expense Increases for any such Expense Year as set forth in Landlord's
Expense Statement exceeds the total estimated payments for Expense Increases
paid by Tenant for such Expense Year, Tenant shall pay to Landlord (whether
or not this Lease has terminated) the difference between the total amount of
estimated payments paid by Tenant with respect to Expense Increases and the
total of Tenant's Expense Share of the actual Expense Increases within thirty
(30) days after the receipt of Landlord's Expense Statement. If the total
amount paid by Tenant for any such Expense Year shall exceed Tenant's Expense
Share of the actual Expense Increases for such Expense Year, such excess
shall be credited against the next installment of Expenses Increases due from
Tenant to Landlord hereunder. If this Lease has terminated and no amounts are
due or are to become due to Landlord from Tenant hereunder, any excess shall
be paid to Tenant by check within thirty (30) days after such final
determination of the actual Expenses. If the total of Tenant's Tax Share of
the Tax Increases for any Tax Year as set forth in Landlord's Tax Statement
exceeds the total estimated payments for Tax Increases paid by Tenant for
such Tax Year, Tenant shall pay to Landlord (whether or not this Lease has
terminated) the difference between the total amount of estimated payments
paid by Tenant with respect to Tax Increases and the total of Tenant's Tax
Share of the actual Tax Increases within thirty (30) days after the receipt
of Landlord's Tax Statement. If the total amount paid by Tenant for any such
Tax Year shall exceed Tenant's Tax Share of the actual Tax Increases for such
Tax Year, such excess shall be credited against the next installment of Tax
Increases due from Tenant to Landlord hereunder. If this Lease has terminated
and no amounts are due or are to become due to Landlord from Tenant hereunder,
any excess shall be paid to Tenant by check within thirty (30) days after
such final determination of the actual Tax Increases. Notwithstanding
anything to the contrary contained herein, in the event that the Expenses for
any subsequent Expense Year are less than Expenses for the Base Expense Year
or in the event that the Real Estate Taxes for any subsequent Tax Year are
less than the Real Estate Taxes for the Base Tax Year, Tenant shall not be
entitled to a credit against any Base Monthly Rental or other sums payable by
Tenant hereunder or to a payment from Landlord to Tenant with respect
thereto. Notwithstanding anything to the contrary contained herein, in no
event shall Tenant pay for Real Estate Taxes or Expenses attributable to the
period prior to the commencement of the Lease


                                       9

<PAGE>

Term and following the Term Expiration Date, as the same may be extended
pursuant to the terms of the Lease.

                  (e)      Tenant shall have the right, during the nine (9)
month period following delivery of a Landlord's Expense Statement or a
Landlord's Tax Statement, at Tenant's sole cost, to review in Landlord's
offices Landlord's records of Expenses or Real Estate Taxes for the subject
calendar year. Such review shall be carried out only by regular employees of
Tenant or by a major national accounting firm and not by any other third
party. No person conducting such an audit shall be compensated on a
"contingency" or other incentive basis. If, as of the end of the ninth (9th)
month after delivery to Tenant of a Landlord's Expense Statement or a
Landlord's Tax Statement, Tenant shall not have delivered to Landlord an
objection statement (as defined below), then such Landlord's Expense
Statement or Landlord's Tax Statement shall be final and binding upon
Landlord and Tenant, and Tenant shall have no further right to object thereto
or to obtain any further review or accounting thereof, all of which rights
Tenant expressly waives. If within such nine (9) month period, Tenant
delivers to Landlord a written statement specifying objections to such
Landlord Expense Statement or Landlord's Tax Statement (an "objection
statement"), then Tenant and Landlord shall meet to attempt to resolve such
objection within ten (10) days after delivery of the objection statement. If
such objection is not resolved within such ten (10) day period, then either
party shall have the right to require that the dispute be submitted to
binding arbitration under the rules of the American Arbitration Association.
Notwithstanding that any such dispute remains unresolved, Tenant shall be
obligated to pay when billed Landlord all amounts payable in accordance with
this Section 5 (including any disputed amount). If such dispute results in an
agreement or an arbitrator's determination that Tenant is entitled to a
refund, Landlord shall, at its option, either pay such refund or credit the
amount thereof to the monthly rental next becoming due from Tenant, or if the
Lease has terminated, pay Tenant such refund of credit within thirty (30)
days.

                  (f)      If any of the respective Rent Commencement Dates
or Term Expiration Date of the term shall occur on a date other than the
first or last day, respectively, of a Tax Year and/or Expense Year, then
Tenant's Tax Share of the Tax Increases and/or Tenant's Expense Share of
Expense Increases for the year in which the Rent Commencement Date or Term
Expiration Date occurs shall be prorated based on a 365 day year , but shall
remain subject to adjustment based on receipt of information after the Term
Expiration Date.

         6.       USE.

                  (a)      The Premises shall be used for general business
and professional office purposes only and for no other purpose without the
prior written consent of Landlord, which consent may be granted or denied in
Landlord's absolute discretion. Tenant shall not do or permit to be done in
or about the Premises, nor bring or keep or permit to be brought or kept
therein, anything which is prohibited by or would in any way conflict with
any law, statute, ordinance or governmental rule or regulation now in force
or which may hereafter be enacted or promulgated. Tenant shall not do or
permit anything to be done in or about the Premises which would in any way
obstruct or interfere with the rights of other tenants of the Building, or
injure or annoy them, or use or allow the Premises to be used for any
improper, immoral, unlawful or


                                       10

<PAGE>

objectionable purposes, nor shall Tenant cause, maintain or permit any
nuisance or waste in, on or about the Premises.

                  (b)      Tenant shall not cause or permit the storage, use,
generation, release, or disposal (collectively, "Handling") of any Hazardous
Materials (as defined below), in, on, or about the Premises or the Building
by Tenant or any agents, employees, contractors, licensees, subtenants,
customers, guests or invitees of Tenant (collectively with Tenant, "Tenant
Parties"), except that Tenant shall be permitted to use normal quantities of
office supplies or products (such as copier fluids or cleaning supplies)
customarily used in the conduct of general business office activities
("Common Office Chemicals"), providing that the Handling of such Common
Office Chemicals shall comply at all times with all Hazardous Materials Laws
(as defined below). Notwithstanding anything to the contrary contained
herein, however, in no event shall Tenant permit any usage of Common Office
Chemicals in a manner that may cause the Premises or the Building to be
contaminated by any Hazardous Materials or in violation of any Hazardous
Materials Laws. Tenant's obligations under this Section shall survive the
expiration or other termination of this Lease. For purposes of this Section
"Hazardous Materials" means any explosive, radioactive materials, hazardous
wastes, or hazardous substances, including without limitation, asbestos and
asbestos containing materials ("ACMs"), PCBs, CFCs, or substances defined or
regulated as hazardous substances or hazardous materials in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
42 U.S.C. Section 9601-9657; the Hazardous Materials Transportation Act of
1975, 42 U.S.C. Section 1001-1012; the Resource Conservation and Recovery Act
of 1976, 42 U.S.C. Section 6901-6987; or any other federal, state or local
law, ordinance or regulation. "Hazardous Materials Laws" shall mean all
federal, state, and local laws, ordinances and regulations defining,
regulating, restricting or otherwise governing the storage, use, generation,
release or disapproval of Hazardous Materials.

                  (c)      Tenant shall immediately furnish Landlord with any
(i) notices received from any insurance company or governmental agency or
inspection bureau regarding any unsafe or unlawful conditions within the
Premises, and (ii) notices or other communications sent by or on behalf of
Tenant to any person relating to environmental laws or hazardous substances.

         7.       SERVICES.

                  (a)      Landlord shall maintain the public and common
areas of the Building, including the lobbies, stairs, internal fire-stairs,
elevators, corridors and rest rooms (with hot water), windows, mechanical,
plumbing and electrical equipment, and the roof, external walls, foundations
and the structure itself in reasonably good order and condition except for
damage occasioned by the acts of Tenant, its employees, agents, contractors
or invitees, which damage shall be repaired by Landlord at Tenant's expense.
Tenant shall, at all times, have access to the Building, the Premises and,
for those individuals with monthly parking rights, the garage, twenty four
(24) hours a day, seven (7) days a week during the Lease Term , and the
utilities and services described in this Section shall be available to Tenant
twenty four (24) hours a day, seven (7) days a week. Landlord hereby agrees
that it shall do all of the foregoing in a manner


                                       11

<PAGE>

consistent with the standards for other comparable first class office
buildings in the financial district of San Francisco north of Market Street
("Comparable Buildings").

                  (b)      Landlord shall furnish the Premises with
(1) electricity for lighting and the operation of customary office machines
in an amount normally used for ordinary office use, (2) heat to the extent
reasonably required for the comfortable occupancy by Tenant in its use of the
Premises during the period from 7 a.m. to 6 p.m. on weekdays (except
holidays) ("Building Hours"), or such shorter period as may be prescribed by
any applicable policies or regulations adopted by any utility or governmental
agency, (3) elevator service, (4) lighting replacement (for building standard
lights), (5) restroom supplies, (6) window washing with reasonable frequency,
and (7) lobby attendant services and janitor service during the times and in
the manner that such services are customarily furnished in comparable
buildings; provided that, Landlord shall not be required to maintain any HVAC
system service to the Tenant's server room and Tenant shall be required to
maintain said service to Tenant's server room. Landlord hereby agrees that it
shall furnish said services to the Building in a manner consistent with the
standards for such services provided to other Comparable Buildings.

                  (c)      Landlord may establish reasonable measures to
conserve energy, including but not limited to, automatic switching off of
lights after hours, so long as such measures do not unreasonably interfere
with Tenant's use of the Premises. Except to the extent due to Landlord's or
Landlord's agents', employees' or contractors' gross negligence or willful
misconduct, Landlord shall not be in default hereunder or be liable for any
damages directly or indirectly resulting from, nor shall the rental herein
reserved be abated, or this Lease terminated, by reason of (i) the
installation, use or interruption of use of any equipment in connection with
the furnishing of any of the foregoing services, (ii) failure to furnish or
delay in furnishing any such services or the making of necessary repairs or
improvements to the Premises or to the Building, or (iii) the limitation,
curtailment, rationing or restrictions on use of water, electricity, gas or
any other utilities serving the Premises or the Building, nor, in any event,
shall any such matter constitute or be construed as a constructive eviction.
Tenant hereby waives the provisions of California Civil Code Section 1932(1)
or any other applicable existing or future law, ordinance or governmental
regulation permitting the termination of this Lease due to such failure or
interruption. Landlord shall use reasonable diligent efforts to remedy any
interruption in the furnishing of such services. In the event any
governmental authority or public utility promulgates or revises any law,
ordinance, rule or regulation, or issues mandatory controls or voluntary
controls relating to the use or conservation of energy, water, gas, light or
electricity, the reduction of automobile or other emissions, or the provision
of any other utility or service (collectively "Controls"), or in the event
Landlord is required or elects to make alterations to the Premises or the
Building in order to comply with such mandatory or voluntary Controls,
Landlord may, in its discretion, take any reasonably appropriate action to
comply with such Controls or make such alterations to the Premises and/or
Building related thereto. Such compliance and the making of such alterations
shall not entitle Tenant to any abatement of rent, constitute an eviction of
Tenant, constructive or otherwise, or impose upon Landlord any liability
whatsoever, including but not limited to, liability for consequential damages
or loss of business by Tenant. In carrying out such compliance and
alterations, Landlord shall use its reasonable efforts to minimize any
disruptions to Tenant's business in the Premises.


                                       12

<PAGE>

                  (d)      Landlord shall provide twenty-four (24) hour
security service (either manned or electronic), comparable to other
Comparable Buildings, three hundred sixty-five (365) days per year. The
parties acknowledge that safety and security devices, services and programs
provided by Landlord, if any, while intended to deter crime and ensure
safety, may not in given instances prevent theft or other criminal acts, or
ensure safety of persons or property. The risk that any safety or security
device, service or program may not be effective, or may malfunction, or be
circumvented by a criminal, is assumed by Tenant with respect to Tenant's
property and interests, and Tenant shall obtain insurance coverage to the
extent Tenant desires protection against such criminal actions and other
losses, as further described in this Lease. Tenant agrees to cooperate in any
reasonable safety or security program developed by Landlord or required by
law. Tenant, at Tenant's sole cost and expense, may install a security system
in the Premises, including an electronic, magnetic card or similar door
access system, provided that said electric, magnetic card or similar door
access system complies with all applicable codes, regulations and law and
provided that Landlord shall have the right to approve any such system. In
the event that Landlord installs an electronic, magnetic or similar door
system, Landlord shall use reasonable efforts to inform Tenant about said
system and discuss and compare said system with any similar system of
Tenant's; provided that, said information and discussion shall in no way
increase Landlord's responsibility or obligations with respect to the
security of the Building or Premises.

                  (e)      Whenever heat-generating equipment or lighting
other than building standard lights are used in the Premises by Tenant in
excess of ordinary office use, Landlord shall have the right, after notice to
Tenant, to install supplementary air conditioning facilities in the Premises
or otherwise modify the ventilating and air conditioning system serving the
Premises, and the cost of such facilities and modifications shall be borne by
Tenant.

                  (f)      Landlord makes no representation to Tenant
regarding the adequacy or fitness of the heating or ventilation equipment in
the Building to maintain temperatures that may be required for, or because
of, any of Tenant's equipment which uses other than the fractional horsepower
normally required for office equipment, and Landlord shall have no liability
for loss or damage suffered by Tenant or others in connection therewith.
Landlord shall provide up to five (5) watts of electrical current per
rentable square foot, exclusive of lighting and life safety systems (the
"Electrical Allowance"); provided, however, (i) without Landlord's consent,
Tenant shall not install, or permit the installation, in the Premises of any
type of equipment or machines which will increase Tenant's use of electric
current in excess of that which Landlord is obligated to provide hereunder
(provided the foregoing shall not preclude the use of personal computers or
similar office equipment); (ii) if Tenant shall require electric current in
excess of the Electrical Allowance, Landlord may condition its consent upon
Tenant's payment of the cost of installing and providing any additional
facilities required to furnish such excess power to the Premises and upon the
installation in the Premises of electric current meters to measure the amount
of electric current consumed, in which latter event Tenant shall pay for the
cost of such meter(s) and the cost of installation, maintenance and repair
thereof, as well as for all excess electric current consumed at the rates
charged by the applicable local public utility, plus a reasonable amount to
cover the additional expenses incurred by Landlord in keeping account of the
electric current so consumed; (iii) if Tenant's increased electrical
requirements materially affect the temperature


                                       13

<PAGE>

level in the Premises or the Building, Landlord's consent may be conditioned
upon Tenant's requirement to pay such amounts as will be incurred by Landlord
to install and operate any machinery or equipment necessary to restore the
temperature level to that otherwise required to be provided by Landlord,
including but not limited to the cost of modifications to the air
conditioning system, if any, in other parts of the Building. Landlord shall
not, in any way, be liable or responsible to Tenant for any loss or damage or
expense which Tenant may incur or sustain if, for any reasons beyond
Landlord's reasonable control, either the quantity or character of electric
service is changed or is no longer available or suitable for Tenant's
requirements. Tenant covenants that at all times its use of electric current
shall never exceed the capacity of the feeders, risers or electrical
installations of the Building. If submetering of electricity in the Building
will not be permitted under future laws or regulations, the Base Monthly
Rental will then be equitably adjusted to include an additional payment to
Landlord reflecting the cost to Landlord for furnishing electricity to the
Premises. Any amounts which Tenant is required to pay pursuant to this
Section shall be payable upon demand by Landlord and shall constitute
additional rent.

                  (g)      In the event that Landlord, at Tenant's request,
provides services to Tenant that are not otherwise provided for in this Lease
(including electrical power or heating at times other than Building Hours or
in amounts in excess of the Electrical Allowance), Tenant shall pay
Landlord's reasonable charges for such services upon billing therefor,
including, without limitation, Landlord's then current administrative fee
therefor. Currently, the cost for HVAC outside of Business Hours, is
approximately sixty dollars ($60) per hour, which cost is subject to
adjustment by Landlord from time to time in Landlord's reasonable discretion.
Any such request for extra services shall be made not less than twenty-four
(24) hours in advance.

         8.       TENANT REMEDIES.

                  (a)      Notwithstanding any contrary provision of this
Lease, in the event that there is a water leak into the Tenant's server room,
for a reason not caused by the acts of Tenant ("Water Leak"), Tenant shall
promptly provide written notice of a Water Leak as set forth in Section 8(c)
below ("Water Leak Notice"). If the Water Leak Notice is delivered to
Landlord during Building Hours, Landlord shall have four (4) hours to
commence curing said Water Leak and shall thereafter diligently pursue such
cure to completion using commercially reasonable efforts, subject to Force
Majeure Events. If the Water Leak Notice is delivered to Landlord outside of
Building Hours, Landlord shall have until the next business day, but in no
event longer than eight (8) hours, to commence curing said Water Leak and
shall diligently pursue such cure to completion using commercially reasonable
efforts, subject to Force Majeure Events. In the event that the Landlord
fails to commence the cure of a Water Leak within the applicable cure
commencement period as extended by Force Majeure Events, Tenant shall be
entitled to undertake such commercially reasonable efforts as are reasonably
necessary to cure the Water Leak. Subject to the rights of other tenants in
the Building, Tenant shall have the right to enter such portions of the
Building as may be reasonably required to effectuate any reasonable cure of
such Water Leak, provided that (i) Tenant shall use all reasonable efforts to
include the Building manager or Building personnel in connection with the
entry into any portions of the Building outside of the Premises, and (ii)
Tenant shall repair any damage caused by any such repair


                                       14

<PAGE>

activities of Tenant and shall indemnify and hold Landlord harmless from any
claims, including any related attorneys fees, by other tenants in the
Building for damage to persons or property resulting from such activities of
Tenant. Tenant shall be entitled to reimbursement for the sums reasonably
expended by Tenant to effectuate such cure within thirty (30) days after
submitting a written invoice of said sums to Landlord. If Landlord fails to
reimburse Tenant within said thirty (30) days, Tenant shall be entitled to
offset said sums from its Base Monthly Rental; provided that, if Landlord
disputes the amount of such claim for reimbursement, Landlord shall give
Tenant written notice of such dispute prior to the end of such thirty (30)
day period in which event Landlord and Tenant shall meet and confer on not
less than two (2) occasions (at a mutually agreeable time and place in
San Francisco, California) in the ensuing sixty (60) days in an attempt to
resolve such dispute and Tenant shall not offset said sums until ninety (90)
days after the date of submission of such written invoice. Notwithstanding
anything to the contrary contained herein, nothing contained in this
subsection or elsewhere in this Lease shall be construed in any way to make
Landlord liable to Tenant in any way for a Water Leak which is caused by
Force Majeure Events.

                  (b)      Notwithstanding any contrary provision of this
Lease, in the event that there is a failure in supply of electrical power to
the Premises or a telecommunications or data interruption in the Premises,
for a reason not caused by the acts of Tenant ("Communication Failure"),
Tenant shall promptly provide written notice of a Communication Failure as
set forth in Section 8(c) below ("Communication Failure Notice"). If the
Communication Failure Notice is delivered to Landlord during Building Hours,
Landlord shall have four (4) hours to commence curing said Communication
Failure and shall thereafter diligently pursue such cure to completion using
commercially reasonable efforts, subject to Force Majeure Events. If the
Communication Failure Notice is delivered to Landlord outside of Building
Hours, Landlord shall have until the next business day, but in no event
longer than eight (8) hours, to commence curing said Communication Failure
and shall diligently pursue such cure to completion using commercially
reasonable efforts, subject to Force Majeure Events. In the event that the
Landlord fails to commence the cure of a Communication Failure within the
applicable cure commencement period as extended by Force Majeure Events,
Tenant shall be entitled to undertake such commercially reasonable efforts as
are reasonably necessary to cure the Communication Failure. Subject to the
rights of other tenants in the Building, Tenant shall have the right to enter
such portions of the Building as may be reasonably required to effectuate any
reasonable cure of such Communication Failure, provided that (i) Tenant shall
use all reasonable efforts to include the Building manager or Building
personnel in connection with the entry into any portions of the Building
outside of the Premises, and (ii) Tenant shall repair any damage caused by
any such repair activities of Tenant and shall indemnify and hold Landlord
harmless from any claims, including any related attorneys fees, by other
tenants in the Building for damage to persons or property resulting from such
activities of Tenant. Tenant shall be entitled to reimbursement for the sums
reasonably expended by Tenant to effectuate such cure within thirty (30) days
after submitting a written invoice of said sums to Landlord. If Landlord
fails to reimburse Tenant within said thirty (30) days, Tenant shall be
entitled to offset said sums from its Base Monthly Rental; provided that, if
Landlord disputes the amount of such claim for reimbursement, Landlord shall
give Tenant written notice of such dispute prior to the end of such thirty
(30) day period in which event Landlord and Tenant shall meet and confer on
not less than two (2)


                                       15

<PAGE>

occasions (at a mutually agreeable time and place in San Francisco,
California) in the ensuing sixty (60) days in an attempt to resolve such
dispute and Tenant shall not offset said sums until ninety (90) days after
the date of submission of such written invoice. Notwithstanding anything to
the contrary contained herein, nothing contained in this subsection or
elsewhere in this Lease shall be construed in any way to make Landlord liable
to Tenant in any way for a Communication Failure which is caused by Force
Majeure Events.

                  (c)      For purposes of Section 8, during Building Hours,
Tenant shall provide written notice to the Building Manager or Building Chief
Engineer and outside of Building Hours, Tenant shall provide written notice
to the Building Manager, Building Chief Engineer or the Building security
guard in the main lobby.

         9.       IMPOSITIONS PAYABLE BY TENANT.  In addition to the monthly
rental and other charges to be paid by Tenant hereunder, Tenant shall pay or
reimburse Landlord for any and all of the following items (hereinafter
collectively referred to as "Impositions"), whether or not now customary or
in the contemplation of the parties hereto: taxes (other than local, state
and federal personal or corporate income or franchise taxes measured by the
net income of Landlord from all sources), assessments (including, without
limitation, all assessments for public improvements, services or benefits,
irrespective of when commenced or completed), excises, levies, business
taxes, license, permit, inspection and other authorization fees, transit
development fees, assessments or charges for housing funds, service payments
in lieu of taxes and any other fees or charges of any kind, which are levied,
assessed, confirmed or imposed by any public authority, but only to the
extent the Impositions are: (a) upon, measured by or reasonably attributable
to the cost or value of Tenant's equipment, furniture, fixtures and other
personal property located in the Premises, or the cost or value of any
leasehold improvements made in or to the Premises by or for Tenant,
regardless of whether title to such improvements (b) upon, with respect to or
by reason of the development, possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises
or (c) upon this transaction or any document to which Tenant is a party
creating or transferring an interest or an estate in the Premises (including
any sales, excise or gross receipts tax measured by the rental payable
hereunder). In the event that it shall not be lawful for Tenant to reimburse
Landlord for the Impositions but it is lawful to increase the monthly rental
to take into account Landlord's payment of the Impositions, the monthly
rental payable to Landlord shall be revised to net Landlord the same net
return without reimbursement of the Impositions as would have been received
by Landlord with reimbursement of the Impositions.

         10.      ALTERATIONS.

                  (a)      Tenant may make alterations, additions or
improvements (collectively, "Alterations") to the Premises or install
fixtures in the Premises after first obtaining Landlord's consent, which
consent shall not be unreasonably withheld; provided however, that it shall
be deemed reasonable for Landlord to withhold its consent if: (a) the cost of
the work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (b) a
building permit will be required; or (c) if there will be any material
modifications to any exterior or structural components of the Building or any
of the Building's operating systems, including, without limitation, heating,
ventilating, air


                                       16

<PAGE>

conditioning, plumbing, electrical, and other operating systems.
Notwithstanding the foregoing, Tenant may make any Alterations which are
cosmetic (e.g. minor painting, changes of floor coverings or wall coverings,
installation of artwork or decorations, etc.), without Landlord's consent
being required, provided such cosmetic alterations do not require a building
permit and do not effect the exterior of the Building or the structural or
mechanical components of the Building. Upon Tenant's written request for
Landlord's consent to certain Alterations pursuant to this Section, Landlord
shall have thirty (30) days from the date on which Landlord receives all
information reasonably required by Landlord for Landlord's review of said
request to provide Tenant with notice of Landlord's consent or withholding of
consent to Tenant's request (along with a written description of Landlord's
reason(s) for withholding of consent, if applicable). In the event that
Landlord elects to and has a right to oversee (or cause to be overseen)
Tenant's requested Alteration(s), Landlord shall provide Tenant with notice
of such election within said thirty (30) day period. In connection with
Tenant's request for Landlord's consent under this Lease, Tenant shall
pre-pay to Landlord the sum of Two Hundred Fifty Dollars ($250.00) for
Landlord's review of applicable documents and plans. Tenant also shall
reimburse Landlord for any third-party costs and expenses incurred or to be
incurred by Landlord related to such review within ten (10) days of receipt
of Landlord's statement therefor. Furthermore, in the event Landlord may
elect to oversee, or cause to be overseen, such Alterations, Landlord shall
be entitled to receive a fee for such oversight in an amount equal to three
(3%) of the cost of such alterations, additions or improvements. Landlord's
review and approval of Tenant's plans and specifications for any work
performed for or on behalf of Tenant shall not be deemed to be a
representation by Landlord that such plans and specifications comply with
applicable insurance requirements, building codes, ordinances, laws or
regulations including, without limitation, the provisions of the Americans
With Disabilities Act, 42. U.S.C. 12101 et seq. and any governmental
regulations with respect thereof (the "ADA") and Title 24 of the California
Administrative Code ("Title 24"), and other similar federal, state, and local
laws and regulations or that the Alterations are constructed in accordance
with such plans and specifications or that such plans and specifications will
be adequate for Tenant's use. In no event, however, may the Tenant make any
Alterations or install fixtures which, in Landlord's reasonable judgment,
might adversely affect the structural components of the Building or Building
mechanical, utility or life safety systems. At the time such consent is
requested, Tenant shall furnish to Landlord a description of the proposed
work, an estimate of the cost thereof and such information as shall
reasonably be requested by Landlord substantiating Tenant's ability to pay
for such work. Landlord, at its sole option, may require as a condition to
the granting of such consent to any work costing in excess of Five Hundred
Thousand Dollars ($500,000), that Tenant provide to Landlord, at Tenant's
sole cost and expense, a lien and completion bond in an amount equal to one
and one-half (1-1/2) times any and all estimated costs of the proposed work,
to insure Landlord against any liability for mechanics' and materialmen's
liens and to insure completion of the work. Before commencing any work,
Tenant shall give Landlord at least twenty (20) days written notice of the
proposed commencement of such work in order to give Landlord an opportunity
to prepare, post and record such notice as may be permitted by law to protect
Landlord's interest in the Premises and the Building from mechanics' and
materialmen's liens. Within a reasonable period following completion of any
work for which plans and specifications were required to obtain a building
permit for such work, Tenant shall furnish to Landlord "as built" plans
showing the changes made to the Premises.


                                       17

<PAGE>

                  (b)      All Alterations shall be constructed in a good and
workmanlike manner using building standard materials or other new materials
of equal or greater. Landlord, to the extent necessary to avoid any
disruption to the tenants and occupants of the Building, shall have the right
to designate the reasonable times when any such Alterations may be performed
(Tenant hereby agrees that it is reasonable for Landlord to require
Alterations to be performed on nights and weekends) and to otherwise
designate reasonable rules, regulations, and procedures for the performance
of work in the Building. Any Alterations to the Premises shall be made by
Tenant at Tenant's sole cost and expense, and any contractor, subcontractor
or other person selected by Tenant to make the same shall be selected from
Landlord's approved bidder list. Tenant's contractor and its subcontractors
shall employ union labor to the extent necessary to insure, so far as may be
possible, the progress of the Alterations and the performance of any other
work or the provision of any services in the Building without interruption on
account of strikes, work stoppage or similar causes of delay. All work
performed by Tenant shall comply with the laws, rules, orders, directions,
regulations and requirements of all governmental entities having jurisdiction
over such work including, without limitation, any laws, regulations or
requirements respecting asbestos or ACMs, the ADA and Title 24 and shall
comply with the rules, orders, directions, regulations and requirements of
any nationally recognized board of insurance underwriters. All Alterations
shall immediately become Landlord's property and shall remain on the Premises
without compensation to Tenant; provided, however, that unless Landlord has
previously agreed in writing that an Alteration does not have to be removed
by Tenant at the end of the Lease Term, Tenant shall, prior to the end of the
Lease Term, at its sole cost and expense, remove the Alterations required to
be removed by Landlord and repair and restore the Premises to their condition
at the commencement of the Lease Term. At the time that Tenant requests
Landlord's consent to an Alteration(s), Tenant may also request and require
that Landlord determine whether said Alteration(s) must be removed by Tenant
at the end of the Lease Term. If so requested by Tenant, Landlord shall
provide notice to Tenant of the Alteration(s) that Tenant is required to
remove at the end of the Lease Term simultaneous with Landlord's consent to
said Alteration(s), if Landlord's consent is given. In the event that
Landlord determines that an Alteration(s) must be removed by Tenant at the
end of the Lease Term, Tenant shall remove said Alteration(s) at Tenant's
sole cost and expense and repair and restore the Premises to their condition
prior to said Alteration.

                  (c)      Tenant may, in a manner consistent with the
provisions of this Lease, install, maintain, replace, remove or use any
communications or computer wires, cables, and related devices (collectively,
the "Lines") at the Building in or serving the Premises, provided: (i) Tenant
shall obtain Landlord's prior written consent, which consent may be
conditioned as reasonably required by Landlord, (ii) if Tenant at any time
uses any equipment that may create an electromagnetic field exceeding the
normal insulation ratings of ordinary twisted pair riser cable or cause
radiation higher than normal background radiation, the Lines therefor
(including riser cables) shall be appropriately insulated to prevent such
excessive electromagnetic fields or radiation, and (iii) Tenant shall pay all
costs in connection therewith. Landlord reserves the right to require that
Tenant remove any Lines which are installed in violation of these provisions.
Landlord may (but shall not have the obligation to): (i) install new Lines at
the Property, and (ii) create additional space for Lines at the Property, and
(iii) adopt reasonable and uniform rules and regulations with respect to
Lines.


                                       18

<PAGE>

         Notwithstanding anything to the contrary contained in this Lease,
Landlord reserves the right to require Tenant to remove any or all Lines
installed by or for Tenant within or serving the Premises upon the Expiration
Date or earlier termination of this Lease. Tenant shall not, without the
prior written consent of Landlord in each instance, grant to any third party
a security interest or lien in or on the Lines, and any such security
interest or lien granted without Landlord's written consent shall be null and
void. Except to the extent arising from the gross negligence or intentional
acts of Landlord, Landlord or Landlord's agents or employees, Landlord shall
have no liability for damages arising from, and Landlord does not warrant
that Tenant's use of any Lines will be free from the following (collectively
"Line Problems"): (i) any eavesdropping or wire-tapping by unauthorized
parties, or (ii) any failure of any lines to satisfy Tenant's requirements.
Except to the extent arising from the Landlord's breach of Section 21(b) of
this Lease, or the gross negligence or intentional acts of Landlord or
Landlord's agents or employees, Landlord shall have no liability for damages
arising from, and Landlord does not warrant that Tenant's use of any Lines
will be free from any shortages, failures, variations, interruptions,
disconnections, loss or damage caused by the installation, maintenance,
replacement, use or removal of lines by or for other tenants or occupants at
the Property. Under no circumstances shall any Line Problems be deemed an
actual or constructive eviction of Tenant, render Landlord liable to Tenant
for abatement of Base Monthly Rental, or relieve Tenant from performance of
Tenant's obligations under this Lease. Landlord in no event shall be liable
for damages by reason of loss of profits, business interruption or other
consequential damages arising from any Line Problems.

         11.      LIENS.  Tenant shall pay when due all costs for work
performed and materials supplied to the Premises. Tenant shall keep Landlord,
the Premises and the Building free from all liens, stop notices and violation
notices relating to the work performed, materials furnished or obligations
incurred by or for Tenant and Tenant shall protect, indemnify, hold harmless
and defend Landlord, the Premises and the Building of and from any and all
loss, cost, damage, liability and expense, including attorney's fees and
costs, arising out of or related to any such liens or notices. During the
progress of such work, Tenant shall, upon Landlord's request, furnish
Landlord with sworn contractor's statements and lien waivers covering all
work theretofore performed. Tenant shall satisfy or otherwise discharge all
liens, stop notices or other claims or encumbrances within twenty (20) days
after Tenant obtains knowledge that any such lien, stop notice, claim or
encumbrance has been filed. If Tenant fails to pay and remove such lien,
claim or encumbrance within such twenty (20) days, or Tenant fails to
diligently pursue, discharge or satisfy said lien, stop notice, claim or
encumbrance, Landlord, at its election, may pay and satisfy the same and in
such event the sums so paid by Landlord, with interest from the date of
payment as set forth in Section 3(e) hereof for amounts owed Landlord by
Tenant, shall be deemed additional rent due and payable by Tenant at once
without notice or demand. Notwithstanding the foregoing, if Tenant is
contesting any mechanics lien and provides to Landlord a bond reasonably
satisfactory to Landlord and sufficient to remove the lien of record under
California law, Landlord shall have no right to pay such lien after said bond
has been provided to Landlord.


                                       19

<PAGE>

         12.      REPAIRS; CONDITION OF PREMISES.

                  (a)      Subject to the Work Letter, by entry hereunder,
Tenant accepts the Premises as being in the condition in which Landlord is
obligated to deliver the Premises. Subject to the Work Letter, Tenant shall,
at all times during the term hereof and at Tenant's sole cost and expense,
keep the Premises in good condition and repair, in compliance with all laws,
including without limitation, the ADA and Title 24 (as defined hereafter);
ordinary wear and tear and damage thereto by fire, earthquake, act of God or
the elements excepted. Tenant hereby waives all rights to make repairs at the
expense of Landlord or in lieu thereof to vacate the Premises, abate rent or
terminate this Lease. Subject to the Work Letter, and subject to Landlord's
rights to require the removal of Alterations, Tenant shall at the end of the
term hereof surrender to Landlord the Premises and all Alterations thereto in
the same condition as when received, ordinary wear and tear and damage by
fire, earthquake, act of God or the elements excepted. Landlord has no
obligation and has made no promise to alter, remodel, improve, repair,
decorate or paint the Premises or any part thereof, except as specifically
herein set forth. No representations respecting the condition of the Premises
or the Building have been made by Landlord or Landlord's agents to Tenant,
except as specifically herein set forth.

                  (b)      Subject to the Work Letter, Tenant has examined
the Premises and is fully informed to Tenant's satisfaction of the physical
and environmental condition and the utility of the Premises. Tenant
acknowledges that Landlord, its agents and employees and other persons acting
on behalf of Landlord have made no representation or warranty of any kind,
express or implied, with respect to: (i) the physical or environmental
condition, value, zoning or legal status or the Building; (ii) the fitness of
the Premises for Tenant's intended use; (iii) the degree of sound transfer
within the Building; (iv) the absence of electrical or radio interference in
the Premises or the Building; (v) the condition, capacity or performance of
electrical or communications systems or facilities; or (vi) the absence of
objectionable odors, bright lights or other conditions which may affect
Tenant's use and enjoyment of the Premises or the Building, upon which Tenant
has relied directly or indirectly for any purpose, except as specifically set
forth in this Lease.

         13.      DESTRUCTION OR DAMAGE.

                  (a)      In the event the Premises or the portion of the
Building necessary for Tenant's use and enjoyment of the Premises are damaged
by fire, earthquake, act of God, the elements or other casualty, Landlord
shall repair the same (including the Tenant Work in the portion of the
Premises damaged to the extent of the actual cost of said Tenant Work, but
not to exceed the Tenant Improvement Allowance plus an additional Five
Dollars ($5.00) per rentable square foot for the portion of the Premises so
damaged), subject to the provisions of this Section hereinafter set forth, if
(i) such repairs can, in Landlord's reasonable opinion, be made within a
period of twelve (12) months after the date of casualty, (ii) the cost of
repairing damage for which Landlord is not insured shall be less than five
percent (5%) of the then full insurable value of the Premises with respect to
repairing any damage to the Premises, or five percent (5%) of the then full
insurable value of the Building with respect to repairing any damage to other
areas of the Building, (iii) the damage or destruction does not occur during
the last twelve (12) months of


                                       20

<PAGE>

the Lease Term as the same may be extended under the terms of this Lease
(said twelve (12) months shall be measured after taking into account any
extension of the Lease Term under the terms of this Lease), and (iv)
Landlord's mortgagee does not require that the insurance proceeds payable as
a result of a casualty be applied to the payment of the mortgage debt. This
Lease shall remain in full force and effect except that so long as the damage
or destruction is not caused by the negligence or fault of Tenant, its
contractors, agents, employees or invitees, an abatement of monthly rental
shall be allowed Tenant for such part of the Premises as shall be rendered
unusable by Tenant in the conduct of its business during the time such part
is so unusable and Tenant does not actually occupy such part.

                  (b)      As soon as is reasonably possible following the
occurrence of any damage, Landlord shall notify Tenant of the estimated time and
cost required for the repair or restoration of the Premises or the portion of
the Building necessary for Tenant's occupancy (including the Tenant Work in the
portion of the Premises damaged to the extent of the actual cost of said Tenant
Work, but not to exceed the Tenant Improvement Allowance plus an additional Five
Dollars ($5.00) per rentable square foot for the portion of the Premises so
damaged). If, in Landlord's reasonable opinion, such repairs cannot be made
within twelve (12) months as set forth in Section 13(a)(i) above, Landlord or
Tenant may elect by written notice to the other within thirty (30) days after
Landlord's notice of estimated time and cost is given (i) in the event of damage
or destruction to two entire floors in the Premises or less, to terminate this
Lease only as to the portion of the Premises damaged or destroyed, effective as
of the date of such damage, or (ii) in the event of damage or destruction to
more than two floors in the Premises, to terminate this Lease effective as of
the date of such damage. If Landlord is not obligated to effect the repair based
upon the circumstances set forth in Sections 13(a)(ii) or 13(a)(iii) above,
Landlord shall have the right to terminate this Lease, by written notice to
Tenant within thirty (30) days after Landlord's notice of time and cost is
given, effective as of the date of such damage or destruction. If neither party
so elects to terminate this Lease, this Lease shall continue in full force and
effect, but the rent shall be partially abated as provided in Section 13(a)
above, and Landlord shall proceed with reasonable promptness to repair such
damage.

                  (c)      A total destruction of the Building shall
automatically terminate this Lease. Tenant hereby waives all statutory rights of
termination, including any such rights under California Civil Code Section 1933.

                  (d)      In no event shall Tenant be entitled to any
compensation or damages from Landlord, specifically including, but not limited
to, any compensation or damages for (i) loss of the use of the whole or any part
of the Premises, (ii) damage to Tenant's personal property in or improvements to
the Premises, or (iii) any inconvenience, annoyance or expense occasioned by
such damage or repair (including moving expenses and the expense of establishing
and maintaining any temporary facilities).

                  (e)      Landlord, in repairing the Premises, shall not be
required to repair any injury or damage to the personal property of Tenant, or
to make any repairs to or replacement of any alterations, additions,
improvements or fixtures installed on the Premises by or for Tenant, except the
Tenant Work to the extent of the actual cost of the Tenant Work, not to exceed
the


                                  21
<PAGE>


Tenant Improvement Allowance plus an additional Five Dollars ($5.00) per
rentable square foot for the portion of the Premises so damaged.

         14.      INSURANCE.

                  (a)      Tenant shall, at its sole cost and expense, during
the Lease Term, cause all improvements at any time located in the Premises
(other than Tenant Work to the extent of the actual cost thereof not to exceed
the Tenant Improvement Allowance plus an additional five dollars ($5.00) per
rentable square foot of the Premises) and all equipment and fixtures from time
to time used or intended to be used in connection with the operation and
maintenance of the Premises, to be insured for the mutual benefit of Landlord
and Tenant against loss or damage by fire and against loss or damage by other
risks now or hereafter included in an All-Risk insurance policy, in an amount
equal to the full insurable value thereof. All proceeds from such insurance
shall be used for the repair or replacement of such improvements, equipment and
fixtures.

                  (b)      All coverage shall be written on an occurrence basis
and shall be primary and non-contributory over any insurance the Landlord may
elect to provide on its behalf. Upon the commencement of the Lease Term, and
upon renewal of such insurance coverage, Tenant shall deliver to the Landlord
certified copies of Tenant's insurance policies, or an original certificate of
such insurance from the insurer providing a minimum of thirty (30) days' notice
of cancellation or modification. In the event Tenant shall fail to procure such
insurance or to deliver such policies and certificates, Landlord may, at
Landlord's option and in addition to Landlord's other remedies in the event of a
default by Tenant hereunder, procure the same for the account of Tenant, and the
cost thereof shall be paid to Landlord as additional rent. All policies of
insurance required to be carried by Tenant under this Section 14 shall be in
form reasonably satisfactory to Landlord and, except for workers compensation,
business interruption and property, shall name Landlord, Landlord's mortgagee,
Landlord's managing agent and any other party designated by Landlord as
additional insureds. All policies of insurance required by Landlord under this
Lease shall be issued by responsible insurance companies which are licensed to
do business in the State of California, and shall have a Best's rating of at
least "A-" and a financial rating of not less than "X" and have been approved in
writing by Landlord. The Commercial General Liability policy shall contain
cross-liability endorsements or its equivalent, and shall be for the mutual and
joint benefit and protection of Landlord, Tenant and any other party designated
by Landlord as an additional insured.

         Notwithstanding any other provisions of this Lease, Tenant, at its own
expense, shall also maintain the following insurance coverage:

                           (i)      WORKER'S COMPENSATION AND EMPLOYER'S
LIABILITY. Tenant shall maintain Worker's Compensation insurance sufficient to
comply with all applicable State and/or Federal laws and an Employer's Liability
policy with a limit of not less than One Million Dollars ($1,000,000.00).

                           (ii)     COMMERCIAL GENERAL LIABILITY. Tenant shall
maintain a Commercial General Liability policy applying to the use and occupancy
of the Premises and the Building, and any part of either, and any areas adjacent
thereto, and the business operated by


                                  22
<PAGE>


Tenant, or by any other occupant of the Premises with limits of liability not
less than Two Million Dollars ($2,000,000.00) per occurrence and Three
Million Dollars ($3,000,000.00) general aggregate for Bodily Injury and
Property Damage and Three Million Dollars ($3,000,000.00) aggregate
products/completed operations coverage. Such policy shall specifically name
the Landlord, Landlord's mortgagee and Landlord's managing agent as
additional insureds. All such insurance shall provide for severability of
interests; shall provide that an act or omission of one of the named insureds
shall not reduce or avoid coverage to the other named insureds; and shall
afford coverage for all claims based on acts, omissions, injury and damage,
which claims occurred or arose (or the onset of which occurred or arose) in
whole or in part during the policy period. Tenant's Commercial General
Liability policy shall not provide for a deductible in excess of Two Hundred
Thousand Dollars ($200,000) without the prior written approval of Landlord
which shall not be unreasonably withheld. The amounts of insurance required
in this Section 14(b)(ii) may be satisfied by purchasing coverage for the
limits specified or by a combination of underlying and umbrella limits, so
long as the total amount of insurance is not less than the limits specified.

                           (iii)    BUSINESS INTERRUPTION. Tenant shall also
maintain a policy of (or obtain an endorsement providing) business interruption
insurance insuring Tenant against losses from interruption of its use of the
Premises for any reason with coverage for a period of not less than one (1)
year.

                           (iv)     PROPERTY INSURANCE. Tenant shall, at its
sole cost and expense, during the Lease Term, cause all improvements at any time
located in the Premises (other than the Building standard tenant improvements)
and all equipment and fixtures from time to time used or intended to be used in
connection with the operation and maintenance of the Premises, to be insured for
the mutual benefit of Landlord and Tenant against loss or damage by fire and
against loss or damage by other risks now or hereafter included in an All-Risk
insurance policy, in an amount equal to the full insurable value thereof. All
proceeds from such insurance shall be used for the repair or replacement of such
improvements, equipment and fixtures. Tenant's property policy shall not provide
for a deductible in excess of One Hundred Thousand Dollars ($100,000) without
the prior written approval of Landlord which shall not be unreasonably withheld.

                           (v)      ADDITIONAL INSURANCE. Whenever good business
practice, in Landlord's reasonable judgment, indicates the need for additional
insurance coverage or different types of insurance in connection with the
Premises or Tenant's use and occupancy thereof, Tenant shall, upon request,
obtain such insurance at Tenant's expense and provide Landlord with evidence
thereof.

                  (c)      Before any repairs, alterations, additions,
improvements, or construction are undertaken by or on behalf of Tenant, Tenant
shall carry and maintain at its expense, or Tenant shall require any contractor
performing work in the Premises to carry and maintain, at no expense to
Landlord, in addition to workers' compensation insurance as required by the
jurisdiction in which the Building is located, All Risk Builder's Risk Insurance
in the amount of the replacement cost of any alterations, additions or
improvements (or such other amount


                                  23
<PAGE>


reasonably required by Landlord) and Commercial General Liability Insurance
(including, without limitation, Contractor's Liability coverage), written on
an occurrence basis with a minimum combined single limit of $2,000,000.00 and
adding the "owners of the Building and its (or their) respective members,
principals, beneficiaries, partners, officers, directors, employees, managing
agents, agents (and their respective members and principals) and
mortgagee(s)" (and any other designees of Landlord as the interest of such
designees shall appear) as additional insureds.

                  (d)      Tenant shall not do or fail to do anything in, upon
or about the Premises which will: (i) violate the terms of any of Landlord's
insurance policies; (ii) prevent Landlord from obtaining policies of insurance
acceptable to Landlord or any mortgagees; or (iii) result in an increase in the
rate of any insurance on the Premises, the Building, any other property of
Landlord or of others in the Building. In the event of the occurrence of any of
the events set forth in this Section 14(d), Tenant shall pay Landlord, upon
demand, as additional rent, the cost of the amount of any increase in any such
insurance premium, provided that the acceptance by Landlord of such payment
shall not be construed as a waiver of any rights by Landlord in connection with
a default by Tenant under the Lease.

                  (e)      Tenant shall, prior to and throughout the Lease Term,
procure from each of its insurers under all policies of fire, theft, public
liability, commercial general liability and any other insurance policies of
Tenant now or hereafter existing, pertaining in any way to the Premises or the
Building or any operation therein (except workers' compensation), a waiver, as
set forth in Section 15 of this Lease, of all rights of subrogation which the
insurer might otherwise, if at all, have against the Landlord or any officer,
agent or employee of Landlord (including, without limitation, Landlord's
managing agent).

                  (f)      Landlord also shall maintain (i) a Commercial General
Liability policy applying to its use and occupancy of the Building and any areas
adjacent thereto, and the business operated by Landlord, with limits of
liability not less than One Million Dollars ($1,000,000.00) per occurrence and
Two Million Dollars ($2,000,000.00) general aggregate for Bodily Injury and
Property Damage with an umbrella liability policy with a minimum limit of Five
Million Dollars ($5,000,000) per occurrence and in the aggregate (the "Umbrella
Policy"), and (ii) a policy covering loss by fire or other casualty in the form
of an All-Risk policy covering the Building and the Tenant Work, but only the
extent of the actual cost of the Tenant Work, not to exceed the Tenant
Improvement Allowance plus five dollars ($5.00) per rentable square foot of the
Premises, in such amounts and with such coverages as would generally be carried
in Comparable Buildings, provided that Landlord may, but shall not be required
to, carry earthquake insurance.

         15.      WAIVER OF SUBROGATION. Landlord and Tenant shall each have
included in all policies of fire, extended coverage, business interruption and
other insurance respectively obtained by them covering the Premises, the
Building and contents therein, a waiver by the insurer of all right of
subrogation against the other in connection with any loss or damage thereby
insured against. Any additional premium for such waiver shall be paid by the
primary insured party. To the full extent permitted by law, Landlord and Tenant
each waives all rights of


                                    24
<PAGE>


recovery against the other for, and agrees to release the other from
liability for, loss or damage to the extent such loss or damage is covered by
valid and collectible insurance in effect at the time of such loss or damage
or would be covered by the insurance required to be maintained under this
Lease by the party seeking recovery.

         16.      INDEMNIFICATION. Tenant hereby waives all claims against
Landlord and any employee or agent of Landlord and the direct or indirect
constituent partners, members, shareholders or other owners thereof and the
officers, directors, managers, agents and employees of all such persons
(collectively the "Landlord Indemnitees") for damage to any property or injury
or death of any person in, upon or about the Premises arising at any time and
from any cause except to the extent caused by reason of gross negligence or
willful act of Landlord, its agents, employees or contractors. Landlord shall
provide Tenant with prompt notice of such claims and Tenant shall defend
Landlord against, hold Landlord and each of the Landlord Indemnitees harmless
from, and reimburse Landlord and each of the Landlord Indemnitees for any and
all claims, liabilities, damages, losses, costs and expenses, including without
limitation, reasonable attorneys' fees and costs arising out of or in any way
connected with (a) injury to or death of any person, and (b) damage to or
destruction of any property, occurring in, on or about the Premises or
attributable to or resulting from the condition, use or occupancy of the
Premises by Tenant or Tenant's failure to perform its obligations under this
Lease, except such as is caused principally by gross negligence or willful
misconduct of Landlord, its contractors or employees. Landlord shall have the
right to approve the attorneys used by Tenant pursuant to this Section, which
approval shall not be unreasonably withheld or delayed; provided that, Landlord
shall have the right to use attorneys selected by Landlord, subject to Tenant's
approval which shall not be unreasonably withheld or delayed, if a conflict
between Landlord and Tenant exists which would make representation of Landlord
by Tenant's attorneys infeasible. Subject to the foregoing provision regarding
the use of a mutually acceptable attorney for a common defense, the foregoing
indemnity obligation of Tenant shall include reasonable attorneys' fees,
investigation costs and all other reasonable costs and expenses incurred by
Landlord or any Landlord Indemnitee from the first notice that injury, death or
damage has occurred or that any claim or demand is to be made or may be made.
The provisions of this Section 16 shall survive the termination of this Lease
with respect to any damage, injury or death occurring prior to such termination.

         17.      COMPLIANCE WITH LEGAL REQUIREMENTS. Tenant, at its sole cost
and expense, shall promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force; with the requirements of any board of fire underwriters
or other similar body now or hereafter constituted; with any direction or
occupancy certificate issued pursuant to any law by any public officer or
officers, insofar as any thereof relate to or affect the condition, use or
occupancy of the Premises, including, without limitation, structural, utility
system and life safety system changes necessitated by Tenant's acts and specific
use of the Premises (but not by Tenant's mere occupancy of the Premises) or by
improvements made by or for Tenant.


                                     25
<PAGE>


         18.      ASSIGNMENT AND SUBLETTING.

                  (a)      Subject to the other provisions hereof, Tenant shall
not, without the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed by Landlord, transfer or assign this Lease or
any interest herein, sublet the Premises or any part thereof, or permit the use
of the Premises by any party other than Tenant. Subject to the other provisions
hereof, this Lease shall not, nor shall any interest herein, be assignable as to
the interest of Tenant by operation of law without the consent of Landlord,
which consent shall not be unreasonably withheld or delayed. Tenant shall not
hypothecate or encumber this Lease or any interest herein without the prior
written consent of Landlord, which consent may be granted or denied in
Landlord's reasonable discretion. Any of the foregoing acts without such consent
shall be void and shall at the option of Landlord, terminate this Lease.

                  (b)      Notwithstanding any of the provisions of this Section
18, Tenant shall have the right (i) to assign the Premises or sublet the
Premises or any portion thereof to an Affiliate (as defined below) of Tenant,
and (ii) to sublet any portion of the Premises or permit the use or occupancy of
the Premises, either temporarily or long term, but in no event in excess of
10,000 square feet in the aggregate at any one time, to a supplier of services
to Tenant (e.g. data processing, photocopy, messenger, travel, communications,
facilities management, accounting, etc.), Tenant's consultants or Tenant's
contractors (the transfers described in (i) and (ii) above are referred to as
"Permitted Transfers" and the transferees described in (i) and (ii) above are
referred to as "Permitted Transferees"). "Affiliate" shall mean (i)the National
Broadcasting Company ("NBC"), (ii) any corporation in which or with which Tenant
is merged or consolidated in accordance with applicable statutory provisions for
merger or consolidation of corporations, so long as the liabilities of the
corporations participating in such merger or consolidation are assumed by the
corporation surviving such merger or created by such consolidation, (iii) to any
corporation or other entity acquiring this Lease and all or substantially all of
Tenant's assets, or (iv) to any corporation or other entity which purchases all
of the stock of Tenant, provided that Landlord has approved in writing the
financial condition of any such entity described in clauses (i), (ii), (iii) and
(iv) pursuant to Landlord's reasonable discretion, and any such entity has
assumed all obligations of Tenant hereunder pursuant to an assumption agreement
acceptable to Landlord; provided that, Landlord shall be deemed to have approved
the financial condition under (iv) above for NBC and that company resulting from
the merger transaction described in the S-4 Registration document filed July 12,
1999 by Tenant.

         Tenant shall provide written notice to Landlord of any Permitted
Transfers and the full name of any Permitted Transferee using, occupying,
subletting or taking by assignment the Premises. The use of the Premises by each
Permitted Transferee is subject to all the terms and conditions of the Lease. No
subletting or assignment to a Permitted Transferee shall release Tenant of
Tenant's obligations under this Lease or alter the primary liability of Tenant
to pay the rental and to perform all other obligations to be performed by Tenant
hereunder. The acceptance of rental by Landlord from a Permitted Transferee
shall not be deemed to be a waiver by Landlord of any provision hereof and
Landlord has no obligation to accept any rental from a Permitted Transferee. In
the event of default by any Permitted Transferee in the performance of


                                  26
<PAGE>


any of the terms hereof, Landlord may proceed directly against Tenant without
the necessity of exhausting remedies against such assignee, sublessee or
successor.

                  (c)      If Tenant is a publicly held corporation, the public
trading of stock in Tenant shall not be deemed an assignment or transfer within
the meaning of this Section.

                  (d)      Without limiting the other instances in which it may
be reasonable for Landlord to withhold its consent to an assignment or
subletting, Landlord and Tenant acknowledge that it shall be reasonable for
Landlord to withhold or delay its consent in the following instances:

                           (1) if, at the time consent is requested, or at
any time prior to the granting of consent, Tenant is in default under this
Lease or would be in default under this Lease but for the pendency of any
grace or cure period under Section 21 below;

                           (2)      if the proposed assignee or sublessee is
a governmental agency;

                           (3)      if, in Landlord's sole and absolute
discretion, the use of the Premises by the proposed assignee or sublessee
would not be compatible with the operation and uses of other tenants in the
Building, would entail any alterations which would lessen the value of the
leasehold improvements in the Premises, would result in an increased burden
on the Building, the Premises and systems and structures thereof, would
likely cause an increase in insurance premiums for insurance policies
applicable to the Building, would conflict with any so-called "exclusive" or
percentage lease then in favor of another tenant of the Building or would
likely impair the dignity, reputation or character of the Building.

                           (4)      if, in Landlord's reasonable judgement,
the financial worth or capacity of the proposed assignee or sublessee does
not meet the credit standards applied by Landlord for other tenants under
leases with comparable terms, or in Landlord's sole and absolute discretion,
the character, reputation, or business of the proposed assignee or sublessee
is not consistent with the quality of the other tenancies in the Building;

                           (5)      any portion of the Building or Premises
would become subject to additional or different governmental laws and
regulations including, without limitation, the ADA and Title 24; provided
that, if Tenant elects to be responsible and pay for all costs resulting from
said additional or different governmental laws and regulations including,
without limitation, the ADA and Title 24, it shall not be reasonable for
Landlord to withhold or delay its consent;

                           (6)      if the proposed assignee or sublessee is
an existing tenant, or affiliate of an existing tenant, of the Building; or

                           (7)      if the proposed use is prohibited by law
or by any provision of this Lease, including, without limitation, the rules
and regulations then in effect; or


                                 27
<PAGE>


                           (8)      if Landlord is negotiating with, and has
at any time within the past sixty (60) days negotiated with, the proposed
assignee or sublessee for space in the Building.

                  (e)      If, at any time during the Lease Term, Tenant desires
to assign its interest in this Lease or sublet all or any part of the Premises,
Tenant shall give written notice to Landlord ("Tenant's Notice") setting forth
the terms of the proposed transaction, which shall be expressly subject to the
provisions of this Lease, the identity of the parties to the transaction, the
proposed documentation for the transaction and reasonably detailed information
regarding the business and financial condition of the parties involved as
requested by Landlord. Landlord shall have the option, exercisable by notice
given to Tenant ("Landlord's Election Notice") within fifteen (15) days after
Tenant's Notice is given ("Landlord's Option Period"), to either (i) consent to
the assignment or subletting, in which event the provisions of Section 18(g)
hereof shall be applicable, or (ii) disapprove the proposed assignment or
subletting. In the event that Landlord fails to provide Landlord's Election
Notice during the Landlord's Option Period, Landlord shall be deemed to have
consented to the assignment or sublet, in which event the provisions of Section
18(g) hereof shall be applicable.

         Notwithstanding the foregoing or anything else to the contrary
contained herein, in the event that Tenant desires to assign its interest in
this Lease or sublet more than fifty percent (50%) of the Premises during the
last five (5) years of the Lease Term (as the same may be extended pursuant to
the terms of this Lease), Tenant shall give written notice of its intent to
market and offer such space to any third party ("Intent to Market Space") and
Landlord shall have the option, exercisable by written notice given to Tenant
within thirty (30) days after receipt of Tenant's Intent to Market Space
("Landlord's Notice") to (i) consent to Tenant's intent to market and offer such
space to a third party, or (ii) in the case of an assignment, terminate this
Lease in its entirety or, in the case of a subletting, terminate this Lease as
to the portion of the Premises proposed to be sublet, in which event Tenant
shall, on the date specified by Landlord (which shall be no less than forty-five
(45) days and no more than ninety (90) days after Landlord's Notice) surrender
the Premises, or the portion proposed to be assigned or sublet, to Landlord (if
only a portion of the Premises on a given floor is involved, Landlord shall
retain such rights of access to and from such portion of the Premises as may be
reasonably required for Landlord or its tenant(s)' use and enjoyment and Tenant
shall receive a proportionate adjustment in the Base Monthly Rental payable
hereunder). If Landlord fails to provide Tenant notice under either (i) or (ii)
above within said thirty (30) day period, Landlord shall be deemed to have
consented to Tenant's intent to market and offer such space to a third party and
the process shall be governed by the first grammatical paragraph of this Section
18(e).

         Notwithstanding anything to the contrary contained herein, in the event
that Tenant desires to sublet any part of the 20th Floor and/or 21st Floor other
than to a Permitted Transferee, it shall be a requirement that said floors be
sublet together and at the same time on a full floor basis.

                  (f)      No sublessee shall have a right further to sublet
without Landlord's prior consent, which Tenant acknowledges may be withheld in
Landlord's absolute discretion, and any


                                  28
<PAGE>


assignment by a sublessee of its sublease shall be subject to Landlord's
prior consent in the same manner as if Tenant were entering into a new
sublease. No sublease, once consented to by Landlord, shall be modified or
terminated by Tenant without Landlord's prior consent, which consent shall
not be unreasonably withheld.

                  (g)      In the case of an assignment or sublet, fifty percent
(50%) of any sums above the rate paid by Tenant, or other economic consideration
received by Tenant as a result of such assignment or sublet, shall be paid to
Landlord, after subtracting out-of-pocket leasing commissions paid to third
party brokers by Tenant (not to exceed market rate leasing commissions) and
tenant improvement costs paid by Tenant in connection with the assignment or
sublet (provided that in no event shall said tenant improvement costs exceed Ten
Dollars ($10.00) per rentable square foot).

                  (h)      If, at any time during the Lease, Tenant sublets a
portion of the Premises pursuant to Section 18(e) above which is less than fifty
percent (50%) of the Premises, but more than twenty-five thousand (25,000)
square feet, Tenant shall only have a right to sublet said portion of the
Premises a total of four (4) times during the Lease Term; provided that, if
Tenant initially sublets the 8th Floor and/or 9th Floor (as opposed to an
initial occupancy on the 8th Floor and/or 9th Floor by Tenant), said initial
sublets on the 8th Floor and/or 9th Floor shall not be included in the four (4)
allowed sublets discussed above.

                  (i)      Regardless of Landlord's consent and regardless of
whether Landlord consent is required pursuant to the terms hereof, no subletting
or assignment shall release Tenant of Tenant's obligations under this Lease or
alter the primary liability of Tenant to pay the rental and to perform all other
obligations to be performed by Tenant hereunder. The acceptance of rental by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision hereof. Consent to one assignment or subletting shall not be
deemed consent to any subsequent assignment or subletting. In the event of
default by any assignee of Tenant or any successor of Tenant in the performance
of any of the terms hereof, Landlord may proceed directly against Tenant without
the necessity of exhausting remedies against such assignee or successor.

                  (j)      Any request for Landlord's consent pursuant to this
Section 18 shall also be accompanied by a payment to Landlord of Five Hundred
Dollars ($500.00) for the review, evaluation, and/or preparation of any
materials or documents; provided however, if Landlord elects to terminate
pursuant to Section 18, the Five Hundred Dollars ($500.00) shall be refunded to
Tenant. Under no other event shall any of these costs be reimbursable to Tenant.
In addition, Tenant shall pay Landlord, within ten (10) days after demand, the
amount of Landlord's reasonable out-of-pocket costs incurred in processing each
proposed assignment, transfer or sublet (including, without limitation,
attorneys' and other professional fees and costs).

                  (k)      Notwithstanding anything to the contrary contained
herein, any and all unexercised options to expand the Premises and any and all
rights of first refusal and similar rights are intended by both Landlord and
Tenant to be personal to the original Tenant set forth in the Basic Lease
Information and any Affiliates, and are not intended to benefit any other
assignee


                                  29
<PAGE>


or sublessee hereunder. Except in the case of assignment or subletting to an
to an Affiliate, upon any assignment of the Premises or a subletting of more
than fifty percent (50%) of the Premises, any such options or rights to
expand or rights of first refusal set forth in Section 52 shall automatically
and without any further action by Landlord terminate and be of no further
force and effect;

                  (l)      Notwithstanding anything to the contrary contained
herein, any and all unexercised options to extend or renew the term of the Lease
are intended by both Landlord and Tenant to be personal to the original Tenant
set forth in the Basic Lease Information and any Affiliates, and are not
intended to benefit any other assignee or sublessee hereunder. Except in the
case of assignment or subletting to an Affiliate, upon any assignment of the
Premises or a subletting of more than fifty percent (50%) of the Premises, any
such options or rights to extend or renew the term of the Lease in Section 51
shall automatically and without any further action by Landlord terminate and be
of no further force and effect;

                  (m)      Notwithstanding anything to the contrary contained
herein, regardless of whether Tenant initially sublets or occupies the 8th Floor
and/or 9th Floor, the 8th Floor and 9th Floor shall not be included in the fifty
percent calculations described in Sections 18(k) and 18(l) above for the first
thirty-six (36) months after the earlier of the 8th Floor Term Commencement Date
or the 9th Floor Term Commencement Date; if Tenant initially sublets the 8th
and/or 9th Floor and the sublease has a term of five (5) years or more, then
said sublease shall not be included in the fifty percent calculations described
in Sections 18(k) and 18(l) above.

                  (n)      Notwithstanding any contrary provision of law,
including California Civil Code section 1995.310, Tenant shall have no right,
and Tenant hereby waives and relinquishes any right, to cancel or terminate this
Lease in the event Landlord is determined to have unreasonably withheld or
delayed its consent to a proposed transfer, assignment or subletting.

         19.      RULES; NO DISCRIMINATION. Tenant shall faithfully observe and
comply with the rules and regulations attached to this Lease as EXHIBIT B, and
after notice thereof, all reasonable modifications thereof and additions thereto
from time to time promulgated in writing by Landlord. Landlord shall not be
responsible to Tenant for the nonperformance by any other tenant or occupant of
the Building of any of said rules and regulations. Tenant specifically covenants
and agrees that Tenant shall not discriminate against or segregate any person or
group of persons on account of race, sex, creed, color, national origin, or
ancestry in the occupancy, use, sublease, tenure or enjoyment of the Premises.

         20.      ENTRY BY LANDLORD.

                  (a)      Upon prior reasonable notice, except in the case of
an emergency when Landlord shall provide such notice as is reasonable under the
circumstances, Landlord may enter the Premises at reasonable hours to (a)
inspect the same; (b) exhibit the same to prospective purchasers, lenders or
tenants (provided, however, that Landlord shall only exhibit the Premises to
prospective tenants during or after the final one hundred eighty (180) days of
the Lease Term); (c) make repairs or perform maintenance required of Landlord
under the terms hereof or repairs to any adjoining space or utility services or
make repairs, alterations or improvements to any


                                    30

<PAGE>

other portion of the Building; (d) supply janitor service and any other
service to be provided by Landlord to Tenant under this Lease; and (e) post
notices of non-responsibility (provided, however, that all such work shall be
done as promptly as reasonably practical and so as to cause as little
interference to Tenant as reasonably practical). Tenant hereby waives any
claim for damages for any inconvenience to or interference with Tenant's
business or any loss of occupancy or quiet enjoyment of the Premises
occasioned by such entry. Landlord shall at all times have and retain a key
with which to unlock all of the doors in, on or about the Premises (excluding
Tenant's vaults, safes and similar areas designated in writing by Tenant in
advance); and Landlord shall have the right to use any and all means which
Landlord may deem proper to open Tenant's doors in an emergency in order to
obtain entry to the Premises, and any entry to the Premises obtained by
Landlord in an emergency shall not be construed or deemed to be a forcible or
unlawful entry into or a detainer of the Premises or an eviction, actual or
construction, of Tenant from the Premises or any portion thereof and Landlord
shall have no liability to Tenant as a result thereof.

                  (b)      Notwithstanding anything to the contrary contained
herein, except in the case of an emergency, Landlord shall not enter into any
electrical or telephone closet, or any LAN communication or computer server
area (collectively, "Secured Areas") on any floor occupied by Tenant so long
as Tenant occupies the entire floor; provided that, upon prior reasonable
notice, Landlord shall have the right to enter a Secured Area with
appropriate Tenant personnel and in the event of an emergency Landlord shall
have the right to enter the Secured Area at any time.

         21.      EVENTS OF DEFAULT. The following events shall constitute
Events of Default under this Lease:

                  (a)      a default by Tenant in the payment when due of any
rent or other sum payable hereunder and the continuation of such default for
a period of five (5) days after written notice from Landlord that the same is
due; provided, however, that after the second failure in any calendar year to
pay any rent or other sum on or before the date it is due, any further
failure during such calendar year to pay any rent or other sum on or before
the date it is due shall be an immediate Event of Default and shall not
require any written notice from Landlord pursuant to the Lease;

                  (b)      a default by Tenant in the performance of any of
the other terms, covenants, agreements or conditions contained herein and, if
the default is curable, the continuation of such default for a period of
thirty (30) days after notice by Landlord or beyond the time reasonably
necessary for cure if Tenant is diligently pursuing a cure, if default is of
a nature to require more than thirty (30) days to remedy; provided, however,
in no event shall Tenant have more than a period of one hundred eighty (180)
days to remedy any such default;

                  (c)      the bankruptcy or insolvency of Tenant, transfer
by Tenant in fraud of creditors, an assignment by Tenant for the benefit of
creditors, or the commencement of any proceedings of any kind by or against
Tenant under any provision of the Federal Bankruptcy Act or under any other
insolvency, bankruptcy or reorganization act unless, in the event any such


                                       31
<PAGE>

proceedings are involuntary, Tenant is discharged from the same within sixty
(60) days thereafter;

                  (d)      the appointment of a receiver for a substantial part
of the assets of Tenant;

                  (e)      the abandonment of the Premises by Tenant;

                  (f)      the levy upon this Lease or any estate of Tenant
hereunder by any attachment or execution and the failure to have such attachment
or execution vacated within thirty (30) days thereafter; or

                  (g)      the default of a guarantor under a guaranty or
repudiation of a guaranty required under this Lease.

In no event shall this Lease be assigned or assignable by reason of
any voluntary or involuntary bankruptcy proceedings, nor shall any rights or
privileges hereunder be an asset of Tenant, the trustee,
debtor-in-possession, or the debtor's estate in any bankruptcy, insolvency or
reorganization proceedings.

         22.      TERMINATION UPON DEFAULT. Upon the occurrence of any Event
of Default by Tenant hereunder, Landlord may, at its option and without any
further notice or demand, in addition to any other rights and remedies given
hereunder or by law, terminate this Lease and exercise its remedies relating
thereto in accordance with the following provisions:

                  (a)      Landlord shall have the right, so long as the
Event of Default remains uncured, to give notice of termination to Tenant,
and on the date specified in such notice this Lease shall terminate.

                  (b)      In the event of any such termination of this
Lease, Landlord may then or at any time thereafter by judicial process,
re-enter the Premises and remove therefrom all persons and property and again
repossess and enjoy the Premises, without prejudice to any other remedies
that Landlord may have by reason of Tenant's default or of such termination.

                  (c)      In the event of any such termination of this
Lease, and in addition to any other rights and remedies Landlord may have,
Landlord shall have all of the rights and remedies of a landlord provided by
Section 1951.2 of the California Civil Code. The amount of damages which
Landlord may recover in event of such termination shall include, without
limitation: (1) the worth at the time of award (computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at
the time of award plus one percent) of the amount by which the unpaid rent
for the balance of the term after the time of award exceeds the amount of
rental loss that Tenant proves could be reasonably avoided; (2) all legal
expenses and other related costs incurred by Landlord following Tenant's
default; (3) all costs incurred by Landlord in restoring the Premises to good
order and condition, or in remodeling, renovating or otherwise preparing the
Premises for reletting; (4) all costs (including, without limitation, any
brokerage commissions) actually incurred by Landlord in reletting the
Premises; and (5) any and all other damages suffered by Landlord.


                                       32
<PAGE>

                  (d)      After terminating this Lease, Landlord may remove
any and all personal property located in the Premises and place such property
in a public or private warehouse or elsewhere at the sole cost and expense of
Tenant. In the event that Tenant shall not immediately pay the cost of
storage of such property after the same has been stored for a period of
thirty (30) days or more, Landlord may sell any or all thereof at a public or
private sale in such manner and at such times and places as Landlord in its
sole discretion may deem proper, without notice to or demand upon Tenant.
Tenant waives all claims for damages that may be caused by Landlord's
removing or storing or selling the property as herein provided, and Tenant
shall indemnify and hold Landlord free and harmless from and against any and
all claims, damages, liabilities, losses, costs and expenses, including,
without limitation, all costs of court and attorneys' fees of Landlord
occasioned thereby.

                  (e)      In the event of the occurrence of any of the
events specified in Section 21(c) of this Lease, if Landlord shall not choose
to exercise, or by law shall not be able to exercise, its rights hereunder to
terminate this Lease, then, in addition to any other rights of Landlord
hereunder or by law, (i) Landlord may discontinue the services provided
pursuant to Section 7 of this Lease, unless Landlord has received
compensation in advance for such services in the amount of Landlord's
reasonable estimate of the compensation required with respect to such
services, and (ii) neither Tenant, as debtor-in-possession, nor any trustee
or other person (collectively, the "Assuming Tenant") shall be entitled to
assume this Lease unless on or before the date of such assumption, the
Assuming Tenant (a) cures, or provides adequate assurance that the Assuming
Tenant will promptly cure, any existing default under this Lease, (b)
compensates, or provides adequate assurance that the Assuming Tenant will
promptly compensate Landlord for any pecuniary loss (including, without
limitation, attorneys' fees and disbursements) resulting from such default,
and (c) provides adequate assurance of future performance under this Lease.
For purposes of this Section 22(e) "adequate assurance" of such cure,
compensation or future performance shall be effected by the establishment of
an escrow fund for the amount at issue or by bonding.

         23.      CONTINUATION AFTER DEFAULT. Landlord shall have the remedy
described in California Civil Code Section 1951.4 (i.e. Landlord may continue
this Lease in effect after Tenant's abandonment and recover rental as it
becomes due, because Tenant has the right to sublet or assign, subject only
to reasonable limitations). Even though Tenant has breached this Lease and
abandoned the Premises, this Lease shall continue in effect for so long as
Landlord does not terminate Tenant's right to possession, and Landlord may
enforce all its rights and remedies as it becomes due under this Lease. Acts
of maintenance or preservation or efforts to relet the Premises or the
appointment of a receiver upon initiative of Landlord to protect Landlord's
interest under this Lease shall not constitute a termination of Tenant's
right to possession.

         24.      OTHER RELIEF. The remedies provided for in this Lease are
in addition to any other remedies available to Landlord at law or in equity,
by statute or otherwise.

         25.      LANDLORD'S RIGHT TO CURE DEFAULTS. All agreements and
provisions to be performed by Tenant under any of the terms of this Lease
shall be at its sole cost and expense

                                       33
<PAGE>

and without any abatement of rental. If Tenant shall fail to pay any sum of
money, other than rental, required to be paid by it hereunder or shall fail
to perform any other act on its part to be performed hereunder and such
failure shall continue for thirty (30) days after notice thereof by Landlord,
or such longer period as may be allowed hereunder, Landlord may, but shall
not be obligated so to do, and without waiving or releasing Tenant from any
obligations of Tenant, make any such payment or perform any such other act on
Tenant's part to be made or performed as in this Lease provided to the extent
Landlord may deem desirable. All sums so paid by Landlord (with interest at
an annual rate of thirteen percent (13%), but in no event in excess of the
maximum rate of interest permitted by law) and all necessary incidental costs
shall be payable to Landlord on demand.

         26.      LANDLORD DEFAULT. Landlord's failure to perform any of its
obligations under this Lease shall constitute an Event of Default by Landlord
if the failure continues for thirty (30) days after written notice of the
failure from Tenant to Landlord. If the required performance cannot be
completed within thirty (30) days, Landlord's failure to perform shall not
constitute an Event of Default, provided Landlord undertakes to cure the
failure within the thirty (30) days and diligently and continuously attempts
to complete this cure as soon as reasonably possible.

         27.      ATTORNEYS' FEES. If any action arising out of this Lease is
brought by either party hereto against the other, then and in that event the
unsuccessful party to such action shall pay to the prevailing party all costs
and expenses of such action and any appeal related thereto, including
reasonable attorneys' fees, incurred by such prevailing party, and if the
prevailing party shall recover judgment in such action, such costs expenses
and attorneys' fees shall be included in and as part of such judgment.

         28.      EMINENT DOMAIN. If all or any part of the Premises shall be
taken as a result of eminent domain action or voluntary deed under threat
thereof, this Lease shall terminate as to the part so taken as of the date of
taking, and, in the case of a partial taking, either Landlord or Tenant shall
have the right to terminate this Lease as to the balance of the Premises by
notice to the other within thirty (30) days after such date; provided,
however, that a condition to the exercise by Tenant of such right to
terminate shall be that the portion of the Premises taken shall be of such
extent and nature so as substantially to handicap, impede or impair Tenant's
use of the balance of the Premises. In the event of any taking, Landlord
shall be entitled to any and all compensation, damages, income, rent, awards,
or any interest therein whatsoever which may be paid or made in connection
therewith, and Tenant shall have no claim against Landlord for the value of
any unexpired Lease Term or otherwise. In the event of a partial taking of
the Premises which does not result in a termination of this Lease, the
monthly rental thereafter to be paid shall be equitably reduced. Nothing
contained herein, however, shall be deemed to give Landlord any interest in,
or to require Tenant to assign to Landlord, any award made to Tenant
specifically for its relocation expenses, the taking of personal property and
fixtures belonging to Tenant, or the interruption of or damage to Tenant's
business if such award is made separately to Tenant and not as part of the
damages recoverable by Landlord and if Tenant's claim does not adversely
affect Landlord's award or interfere with Landlord's prosecution of its claim
for the condemnation or taking.

                                       34
<PAGE>

         29.      SUBORDINATION AND NONDISTURBANCE.

                  (a)      This Lease shall be subject and subordinate to any
mortgage, deed of trust, or any other hypothecation for security now or
hereafter placed upon the Building and to any and all advances made on the
security thereof or Landlord's interest therein, and to all renewals,
modifications, consolidations, replacements and extensions thereof. In the
event any mortgage or deed of trust to which this Lease is subordinate is
foreclosed or a deed in lieu of foreclosure is given to the mortgagee or
beneficiary, Tenant shall attorn to the purchaser at the foreclosure sale or
to the grantee under the deed in lieu of foreclosure. Tenant agrees to
execute within ten (10) days any documents required to effectuate such
subordination, to make this Lease prior to the lien of any mortgage or deed
of trust as may be requested by the holder of any such mortgage or deed of
trust, or to evidence such attornment, provided, however, as a pre-condition
to Tenant's subordination to a mortgage and any subordination set forth in
this Section below, the mortgagee shall first provide Tenant with a
Subordination, Non-Disturbance and Attornment Agreement in the form attached
hereto as Exhibit F.

                  (b)      In the event any mortgage or deed of trust which
is entered into by Landlord after the date hereof to which this Lease is
subordinate is foreclosed or a deed in lieu of foreclosure is given to the
mortgagee or beneficiary, this Lease shall not be barred, terminated, cut off
or foreclosed, nor shall the rights and possession of Tenant hereunder be
disturbed if Tenant shall not then be in default in the payment of rental and
other sums due hereunder or otherwise be in default under the terms of this
Lease, and if Tenant shall attorn to the purchaser, or grantee as provided in
Section 29(a) above (provided, that, the non-disturbance of Tenant's rights
and possession of this Section 29(b) shall not be contingent on whether
Landlord requests Tenant's attornment) or, if requested, enter into a new
lease for the balance of the term hereof upon the same terms and provisions
as are contained in this Lease.

                  (c)      Landlord shall obtain a non-disturbance agreement
from the holder of the existing first deed of trust covering the Building in
the form attached hereto as Exhibit F.

         30.      NO MERGER. The voluntary or other surrender of this Lease
by Tenant, or a mutual cancellation thereof, shall not work a merger, and
shall, at the option of Landlord, terminate all or any existing subleases or
subtenancies, or operate as an assignment to it of any or all such subleases
or subtenancies.

         31.      AMENDMENTS. This Lease may not be amended or modified in
any respect whatsoever except by an instrument in writing signed by Landlord
and Tenant.

         32.      ESTOPPEL CERTIFICATE.

                  At any time and from time to time but on not less than ten
(10) business days prior notice by Landlord, Tenant shall execute,
acknowledge, and deliver to Landlord, promptly upon request, a certificate in
substantially the form attached hereto as EXHIBIT E certifying (a) that this
Lease is unmodified and in full force and effect (or, if there have been
modifications, that this Lease is in full force and effect, as modified, and
stating the date and nature of each modification), (b) the date, if any, to
which rental and other sums payable hereunder have been

                                       35
<PAGE>

paid, (c) that no notice has been received by Tenant of any default which has
not been cured, except as to defaults specified in the certificate, (d)
whether there is then existing any claim by Tenant of default hereunder by
Landlord, and, if so, specifying the nature thereof, and (e) such other
matters as may be reasonably requested by Landlord Any such certificate may
be relied upon by any prospective purchaser, mortgagee or beneficiary under
any deed of trust on the Building or any part thereof.

         33.      NO LIGHT, AIR, OR VIEW EASEMENT. Any diminution or shutting
off of light, air or view by any structure which may be erected on lands
adjacent to the Building shall in no way affect this Lease or impose any
liability on Landlord.

         34.      HOLDING OVER. If Tenant holds possession of the Premises
after expiration of the Lease Term, Tenant shall become a tenant from month
to month upon the terms herein specified but at a monthly rental equivalent
to one hundred fifty percent (150%) of the monthly rental payable by Tenant
during the last full month prior to the expiration of the Lease Term, payable
in advance on or before the first day of each month. Without limiting and in
addition to the foregoing, Tenant hereby agrees to indemnify, defend and hold
harmless Landlord, its beneficiary, and their respective agents, contractors
and employees, from and against any and all claims, liabilities, actions,
losses, damages (including without limitation, direct, indirect, incidental
and consequential) and expenses (including, without limitation, court costs
and reasonable attorneys' fees) asserted against or sustained by any such
party and arising from or by reason of such retention of possession, which
obligations shall survive the expiration or termination of the Lease Term.

         35.      SECURITY DEPOSIT.

                  (a)      Within five (5) business days of execution of the
Lease by both parties, Tenant shall deposit with Landlord an unconditional,
irrevocable letter of credit (the "Letter of Credit"), in the amount of Four
Million Five Hundred Thousand Dollars ($4,500,000) as a security deposit.
The Letter of Credit shall (i) be issued by a commercial bank reasonably
satisfactory to Landlord ("Issuer"); (ii) be an unconditional and irrevocable
letter of credit; (iii) be payable to Landlord; (iv) require that any draw on
the Letter of Credit shall be made only upon receipt by the Issuer of a
demand notice from Landlord (the "Demand Notice"); (v) provide that it is
governed by the Uniform Customs and Practice for Documentary Credits (1993
revisions), International Chamber of Commerce Publication No. 500; (vi)
comply with any requirements for the Letter of Credit as set forth in Exhibit
F; and (vi) otherwise be in a form reasonably acceptable to Landlord. Tenant
shall keep the Letter of Credit, or a renewal thereof, in effect during the
entire Lease Term, as the same may be extended, plus a period of four (4)
weeks thereafter. At least thirty (30) days prior to the expiration of the
Letter of Credit, the term thereof shall be renewed or extended pursuant to
an amendment thereto reasonably acceptable to the Landlord and any failure to
so renew or extend the Letter of Credit shall entitle Landlord to immediately
draw down all sums available thereunder. If Tenant fails to renew or extend
the Letter of Credit and Landlord draws downs all sums available thereunder,
Tenant shall have the right to replace the expired Letter of Credit with a
letter of credit meeting the requirements set forth herein. Upon Tenant's
replacement of the Letter of Credit with a substitute letter of credit

                                       36
<PAGE>

meeting the requirements set forth herein, Landlord shall immediately return
the drawn down sums to Tenant upon demand.

                  (b)      Provided that Tenant has not committed a monetary
Event of Default during the previous twelve (12) months (or by the time of
the merger described below) and that any other Event of Default has not
occurred with respect to Tenant which remains uncured, Tenant may reduce the
amount of the Letter of Credit to Two Million Two Hundred Fifty Thousand
Dollars ($2,250,000) upon completion of Tenant's merger transaction as
described in the S-4 Registration document filed July 12, 1999 by Tenant, by
an amendment or by substitution of a new letter of credit which complies with
the requirements of this paragraph, which reflects such reduced amount (the
"Amended Amount").

                  (c)      Provided that Tenant has not committed a monetary
Event of Default during the previous twenty-four (24) months and that any
other Event of Default has not occurred with respect to Tenant which remains
uncured, Tenant may reduce the amount of the Letter of Credit to Six Hundred
Thirty Three Thousand Six Hundred Six Dollars ($633,606) by an amendment or
by substitution of a new letter of credit which complies with the
requirements of this paragraph, which reflects such reduced amount (the
"Further Amended Amount").

                  (d)      Provided that Tenant has not committed a monetary
Event of Default during the previous twelve (12) months and that any other
Event of Default has not occurred with respect to Tenant and remains uncured,
in the event that Tenant obtains a "BBB" credit rating from Standard & Poors,
or a rating equivalent to such Standard & Poors' rating from Moody's, Fitch,
or any other comparable rating agency acceptable to Landlord, for senior
unsecured debt, the Letter of Credit shall be returned to Tenant within
thirty (30) days after Tenant's prior written notification to Landlord that
it has received such rating. In the event that said senior unsecured debt
credit rating is later withdrawn or reduced, then Tenant shall have thirty
(30) days to post a new Letter of Credit in an amount calculated in
accordance with the reductions permitted under this subparagraph and
subparagraphs 32(a) and (b) above.

                  (e)      If an Event of Default occurs, Landlord shall be
entitled to draw upon the Letter of Credit in the amount determined by
Landlord necessary to cure such Event of Default and compensate Landlord for
any damages suffered by Landlord as a result thereof. Tenant shall
immediately restore the face amount of the Letter of Credit to the face
amount which was applicable immediately prior to Landlord's drawing down sums
thereunder pursuant to an amendment to the Letter of Credit reasonably
acceptable to Landlord or a replacement of the Letter of Credit (provided the
Letter of Credit requirements in Section 35(a) are satisfied, or shall
deposit with Landlord a cash sum in an amount which when added to the amount
available to be drawn under the Letter of Credit equals the amount of the
Letter of Credit immediately prior to Landlord's draw under the Letter of
Credit. Any cash deposited with Landlord shall be held by Landlord as a
Security Deposit pursuant to subparagraph 32(b) of this Lease.
Notwithstanding anything to the contrary contained herein, any failure by
Tenant to restore the face value of the Letter of Credit to such amount, to
replace the Letter of Credit or to deposit with Landlord a corresponding cash
amount, within five business (5) days after its receipt of a written request
from Landlord shall be an Event of Default. Without limiting any other rights
or remedies of

                                       37
<PAGE>

Landlord as a result of such Event of Default, Landlord may draw down any
sums then remaining under the Letter of Credit and Tenant shall within five
(5) business days after its receipt of a written request from Landlord
deposit cash with Landlord in an amount sufficient to bring the sums held by
Landlord to an amount equal to the current Amended Amount. The cash then held
by Landlord in the amount of such current Amended Amount shall be held as the
Security Deposit pursuant to the provisions of subparagraph 32 of the Lease
for the remainder of the term of the Lease. In the event of termination of
Landlord's interest in this Lease, Landlord shall transfer said deposit to
Landlord's successor in interest.

                  (f)      The Security Deposit shall be held by Landlord as
security for the faithful performance by Tenant of all the provisions of this
Lease to be performed or observed by Tenant. If Tenant fails to pay rent or
other sums due hereunder, or otherwise defaults with respect to any provision
of this Lease, Landlord may use, apply or retain all or any portion of the
Security Deposit for the payment of any rent or other sum in default or for
the payment of any other sum to which Tenant compensates Landlord for any
loss or damage which Landlord may suffer thereby. If Landlord so uses or
applies all or any portion of the Security Deposit, Tenant shall within ten
(10) days after demand therefor deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to the full amount thereof and
Tenant's failure to do so shall be a material breach of this Lease.

                  (g)      Subject to the other provisions of this Lease, at
the end of the Lease Term, as the same may be extended as provided hereunder,
the then current Letter of Credit and any amount held by Landlord as a
Security Deposit shall be returned to Tenant within sixty (60) days of the
Term Expiration Date. The Letter of Credit and Security Deposit amount, if
any, shall be returned to Tenant pursuant to this Section 35(g) by the then
Landlord regardless of whether the then Landlord, or any buyer in a
foreclosure sale has received the Letter of Credit or Security Deposit;
provided the foregoing shall not apply to any lender or mortgagee, unless
specifically agreed to in writing by such lender or mortgagee.

         36.      WAIVER. The waiver by Landlord or Tenant of any agreement,
condition or provision herein contained shall not be deemed to be a waiver of
any subsequent breach of the same or any other agreement, condition or
provision herein contained, nor shall any custom or practice which may grow
up between the parties in the administration of the terms hereof be construed
to waive or to lessen the right of either party to insist upon the
performance by the other party in strict accordance with such terms. The
subsequent acceptance of rental hereunder by Landlord shall not be deemed to
be a waiver of any preceding breach by Tenant of any agreement, condition or
provision of this Lease, other than the failure of Tenant to pay the
particular rental so accepted, regardless of Landlord's knowledge of
preceding breach at the time of acceptance of the rental.

         37.      NOTICES AND CONSENTS. All notices, consents, demands and
other communications from one party to the other that are given pursuant to
the terms of this Lease shall be in writing and shall be deemed to have been
fully given (i) three (3) days after deposit in the United States mail,
certified or registered, postage prepaid, (ii) one (1) day after mailed by
overnight courier service, (iii) on the date of delivery if personally
delivered (provided that, personal delivery in

                                       38
<PAGE>

the Building is not effective delivery to the Landlord) and addressed as
follows: prior to the Rent Commencement Date, to Tenant at the address
specified in the Basic Lease Information, and to the Premises thereafter, or
to such other place as Tenant may from time to time designate in a notice to
Landlord; and to Landlord at the address specified in the Basic Lease
Information, or to such other place as Landlord may from time to time
designate in a notice to Tenant.

         38.      COMPLETE AGREEMENT. There are no oral agreements between
Landlord and Tenant affecting this Lease, and this Lease supersedes and
cancels any and all previous negotiations, arrangements, brochures,
agreements, letters of intent and understandings if any, between Landlord and
Tenant or displayed by Landlord to Tenant with respect to the subject matter
of this Lease, the Building or related facilities.

         39.      CORPORATE AUTHORITY. If Tenant signs as a corporation,
partnership or other entity, each of the persons executing this Lease on
behalf of Tenant warrants that Tenant is duly organized and existing, that
Tenant has been and is qualified to do business in California, that Tenant
has full right and authority to enter into this Lease, and that each and both
of the persons signing on behalf of Tenant were authorized by Tenant to do so
on its behalf. If Landlord signs as a corporation, partnership or other
entity, each of the persons executing this Lease on behalf of Landlord
warrants that each of the persons signing on behalf of Landlord were
authorized by Landlord to do so on its behalf.

         40.      STORAGE SPACE. Tenant shall have the right, exercisable by
written notice to Landlord prior to December 31, 1999, to lease up to
approximately 7,000 square feet of storage space in the Building, but
noncontiguous to the Premises, on a month to month basis at the rate of
$16.00 per square foot per annum commencing on the date which is thirty (30)
days after Tenant has provided notice to Landlord of its intention to lease
such storage space. After December 31, 1999, Tenant may only lease such
storage space as available and at such rates as Landlord may then be offering
such space to third parties. Upon Tenant's written notice to Landlord
pursuant to this Section 40, Tenant and Landlord shall enter into a separate
lease for the storage space.

         41.      NO CONSEQUENTIAL DAMAGES. Notwithstanding any other
provision of this Lease, Landlord shall not be liable for any consequential
damages, nor shall Landlord be liable for loss of or damage to artwork,
currency, jewelry, bullion, unique or valuable documents, securities or other
valuables, or for other property not in the nature of ordinary fixtures,
furnishings and equipment used in general administrative and executive office
activities and functions.

         42.      MISCELLANEOUS. If there be more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. The
words "include," "includes" and "including" shall be deemed to be followed by
the phrase "without limitation." The term "Landlord" or any pronoun used in
place thereof includes the plural as well as the singular and the successors
and assigns of Landlord. The term "Tenant" or any pronoun used in place
thereof includes the plural as well as the singular and individuals, firms,
associations, partner-ships and corporations, and their and each of their
respective heirs, executors, administrators, successors and permitted
assigns, according to the context hereof. The term "person" includes the
plural as

                                       39
<PAGE>

well as the singular and individuals, firms, associations, partnerships and
corporations. Words used in any gender include other genders. Time is of the
essence of this Lease and each and all of its provisions. Submission of this
instrument for examination or signature by Tenant does not constitute a
reservation of or option for lease, and it is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant. The
agreements, conditions and provisions herein contained shall, subject to the
provisions as to assignment, apply to and bind the heirs, executors,
administrators, successors and assigns of the parties hereto. Subject to the
provisions of Section 47 below, Tenant shall not, without the consent of
Landlord, use the name of the Building for any purpose other than as the
address of the business to be conducted by Tenant in the Premises. Upon the
request of Landlord, Tenant shall provide to Landlord from time to time, at
no expense to Landlord, copies of such financial statements with respect to
Tenant as may have been prepared by or for Tenant. Landlord's acceptance of a
partial rent payment shall not constitute a waiver of any rights of Tenant or
Landlord, including, without limitation, any right Landlord may have to
recover possession of the Premises, in unlawful detainer, or otherwise.
Tenant shall not record this Lease or any portion or any reference hereto. If
Tenant shall record this Lease, or shall permit or causes this Lease, or any
portion hereof or reference hereto to be recorded, this Lease shall, at
Landlord's option terminate, or Landlord may declare a default hereunder and
pursue any and all remedies provided for in this Lease. If any provisions of
this Lease shall be determined to be illegal or unenforceable, such
determination shall not affect any other provision of this Lease and all such
other provisions shall remain in full force and effect. This Lease shall be
governed by and construed pursuant to the laws of the State of California.

         43.      ABANDONMENT. Subject to Tenant's rights under Section 18 of
this Lease, Tenant shall not vacate or abandon the Premises or any part
thereof at any time during the Lease Term. Tenant shall not be deemed to have
vacated the Premises if, upon prior written notice to Landlord, Tenant
temporarily vacates not more that two floors in the Premises for a period not
to exceed three (3) months. Tenant understands that if Tenant should leave
the Premises or any part thereof vacant or abandoned, the risk of fire, other
casualty, and vandalism to the Premises and the Building will be increased
and that, therefore, such action by Tenant shall constitute a material breach
of this Lease, whether or not Tenant continues to pay rent and additional
rent under this Lease. If Tenant shall vacate, abandon or surrender the
Premises, or be dispossessed by process of law or otherwise, any personal
property belonging to Tenant and left on the Premises shall be deemed to be
abandoned, at the option of Landlord, and Landlord may sell or otherwise
dispose of such personal property in any commercially reasonable manner.

         44.      AMERICANS WITH DISABILITIES ACT AND SIMILAR ACTS.
Notwithstanding anything to the contrary contained herein or in the Lease,
Tenant, at its sole cost and expense, shall (i) cause all alterations,
additions, improvements and repairs to the Premises to comply with the
provisions of the ADA, Title 24 of the California Administrative Code, and
other similar federal, state, and local laws and regulations, including,
without limitation, any alterations required under ADA for the purposes of
"public accommodations" (as that term is used in the ADA), and (ii) reimburse
Landlord upon demand for any and all costs and expenses incurred by Landlord
to comply with ADA, Title 24, or such similar federal, state, or local laws
and regulations in any other portion of the Building in which the Premises
are located arising out of Tenant's specific use of or construction in the
Premises, excluding any such costs and expenses arising out of the


                                       40

<PAGE>

tenant improvement work described in EXHIBIT C and approved by Landlord.
Except as provided above, Tenant shall have no responsibility to comply with
such laws in portions of the Building outside of the Premises.

         45.      EXHIBITS.  The exhibit(s) and addendum, if any, specified
in the Basic Lease Information are attached to this Lease and by this
reference made a part hereof.

         46.      LANDLORD'S LIABILITY; SALE OF BUILDING.  The term
"Landlord," as used in this Lease, shall mean only the owner or owners of the
Building at the time in question. Tenant acknowledges and agrees that the
liability of Landlord with respect to its obligations under this Lease, or
arising in connection with the ownership, operation, management, leasing,
repair, renovation, alteration or any other matter relating to the Building
or the Premises, is limited to Landlord's interest in the Building, and
Tenant agrees to look solely to Landlord's interest in the Building to
satisfy any claim or judgment against or any liability or obligation of
Landlord to Tenant under this Lease. In no event shall any partner, officer,
director, employee, trustee, beneficiary, advisor, investment manager,
manager, agent, member, advisor, or shareholder of Landlord have any personal
liability to Tenant with respect to any liability or obligation of Landlord
to Tenant, and no recourse shall be had by Tenant against any such parties or
the assets of any such parties to satisfy any claim or judgment of Tenant for
Landlord's breach of any of its obligations under this Lease. In addition, in
the event of any conveyance of title to the Building, Landlord shall be
relieved of all liability with respect to Landlord's obligations to be
performed under this Lease after the date of such conveyance; provided that,
the new owner has assumed the obligations under this Lease in writing. If
Tenant provides Landlord with any security for Tenant's performance of its
obligations hereunder, Landlord shall transfer such security to the grantee
or transferee of Landlord's interest in the Real Property, and once such
transfer has been made, Landlord shall be released from any further
responsibility or liability of such security. Wherever in this Lease Tenant
(i) releases Landlord from any claim or liability, (ii) waives or limits any
of its rights to assert any claim against Landlord or to seek recourse
against any property of Landlord or (iii) agrees to indemnify Landlord
against any matters, the relevant release, waiver, limitation or indemnity
shall run in favor of and apply to Landlord, the direct and indirect
constituent shareholders, partners, trustees, beneficiaries, members or other
owners of Landlord, and the directors, officers, employees and agents of
Landlord and each such constituent shareholder, partner or other owner.

         47.      NAME OF BUILDING AND SIGNAGE.

                  (a)      Landlord shall provide Tenant, at Landlord's sole
cost and expense, with a proportionate share of the existing Building
directory in the main lobby and in any future directory in the Building annex
lobby. Tenant may display its name or logo in such directory, consistent with
the current directory format and in a manner approved by Landlord. Landlord
shall provide Tenant, at Landlord's sole cost and expense, enhanced building
signage at the top of the Building directory in the main lobby and the future
directory in the Building annex lobby. Landlord shall provide Tenant, at
Landlord's sole cost and expense, building standard tenant identification on
each floor of the Premises.


                                       41

<PAGE>

                  (b)      During the Lease Term and so long as Tenant
occupies at least one hundred thousand (100,000) rentable square feet in the
Building, Tenant shall have the exclusive right, at Tenant's sole cost and
expense, to erect and maintain signage with its corporate name and/or logo,
subject to Landlord's approval, on the exterior of the Building in the
current location of the Standard Oil plaque at the entrance to the Building
and at the top of Building directories within the main lobby and annex lobby
of the Building as set forth in Section 47(a) above. If Tenant does not
occupy at least one hundred thousand (100,000) rentable square feet in the
Building, Tenant shall have a nonexclusive right to erect and maintain such
signage within the main lobby and annex lobby of the Building, in size and
location appropriately reflecting Tenant's proportional occupancy of the
Building. Tenant shall comply, at its sole cost and expense, with any and all
laws, statutes, ordinances and governmental rules, regulations or
requirements applicable to such signage, including, without limitation, all
historical designation regulations and requirements ("Signage Legal
Requirements"), and all such signage shall be subject to Landlord's prior
approval, which approval shall not be unreasonably withheld. Tenant may
request additional signage on the exterior of the building, subject to
Landlord's approval. In the event that Landlord approves such additional
signage on the exterior of the Building, Tenant shall be responsible for
obtaining all necessary approvals from governmental authorities and paying
all costs thereof, including, but not limited to any historical review
agencies, for said additional signage and complying with all Signage Legal
Requirements and paying all costs for the manufacturing and installation of
said signage. For purposes of this Section 47, space shall be deemed
"occupied" by Tenant if, and only if, such space is leased to Tenant and,
such space is not subject to a sublease or assignment by Tenant or any other
form of occupancy agreement between Tenant and any third party.

                  (c)      During the Lease Term and so long as Tenant
occupies at least one hundred thousand (100,000) rentable square feet in the
Building, (i) Tenant shall have the exclusive right to name the Building, as
reasonably approved by Landlord, and Landlord shall adopt and reasonably use
the name as designated by Tenant on or before December 31, 1999, and
(ii) Tenant shall have the exclusive right to the exterior premier office
signage at the main lobby entrance and the annex entrance to the Building.
Notwithstanding the foregoing, Tenant and any Affiliate shall have the right
to use its corporate name or a variation thereof as the Building name. Tenant
shall have the right to rename the Building up to four (4) times during the
Lease Term, as extended pursuant to the terms herein, subject to Landlord's
reasonable approval. Landlord shall use such name designated by Tenant in
Building marketing or promotional materials produced by or on behalf of
Landlord; provided, that, Tenant grants Landlord a license to use such name
for said purposes and in the case of a logo, Tenant provides Landlord with
the appropriate logo art work for use in connection with said materials.
Tenant agrees that Landlord and other tenants of the Building may, but are
not required to, use such name as part of their address. If Tenant changes
its designation of the Building name after Tenant's initial designation of
the Building name pursuant to this Section 47(c), Tenant shall reimburse
Landlord for all actual out-of-pocket costs and expenses incurred by Landlord
in reprinting the Building stationary, advertising and promotional materials
and making all required signage changes.

                  (d)      In the event that Tenant does not occupy at least
one hundred thousand (100,000) rentable square feet in the Building, either
Landlord or Tenant shall have the right to


                                       42

<PAGE>

remove any signage erected by Tenant on the exterior of the Building at the
sole cost and expense of Tenant, upon which all use of the name designated by
Tenant pursuant to Section 47(c) above to identify the Building shall cease
and Landlord shall thereafter have the right, in its sole and absolute
discretion, to cease using such name in Building marketing and promotional
materials and to rename the Building.

                  (e)      The rights granted to Tenant pursuant to this
Section shall be personal to Xoom.com, Inc. and any Affiliate, and such right
shall not inure to the benefit of any assignee or subtenant of Xoom.com, Inc.,
except to an Affiliate.

                  (f)      Notwithstanding anything to the contrary contained
herein, any signage rights specifically designated to retail tenants in the
Building shall be excluded from Tenant's rights herein.

         48.      HAZARDOUS SUBSTANCE DISCLOSURE.

                  (a)      California law requires landlords to disclose to
tenants the existence of certain Hazardous Materials. Accordingly, the
existence of gasoline and other automotive fluids, asbestos containing
materials, maintenance fluids, copying fluids and other office supplies and
equipment, certain construction and finish materials, tobacco smoke,
cosmetics and other personal items must be disclosed. Gasoline and other
automotive fluids are found in the garage area of the Building. Cleaning,
lubricating and hydraulic fluids used in the operation and maintenance of the
Building are found in the utility areas of the Building not generally
accessible to Building occupants or the public. Many Building occupants use
copy machines and printers with associated fluids and toners, and pens,
markers, inks, and office equipment that may contain Hazardous Materials.
Certain adhesives, paints and other construction materials and finishes used
in portions of the Building may contain Hazardous Materials. Although smoking
is prohibited in the public areas or the Building, these areas may from time
to time be exposed to tobacco smoke. Building occupants and other persons
entering the Building from time to time may use or carry prescription and
non-prescription drugs, perfumes, cosmetics and other toiletries, and foods
and beverages, some of which may contain Hazardous Materials.

                  (b)      Tenant acknowledges that certain reports and
letters (collectively "Reports") dealing with the presence of ACMs in the
Building are available for its review in the property management office of
the Building. The Reports contain the specific locations within the Building
where ACMs are present, describe potential health risks or impacts that may
result from exposure to asbestos contained in the ACMs, and set forth certain
information to convey that moving, drilling, boring or otherwise disturbing
the ACMs may present a health risk, and consequently, should not be attempted
by any person who is not qualified to handle ACMs. Tenant acknowledges that
it is aware of the existence, location and condition of ACMs, both friable
and non-friable in the Building and (if applicable) in the Premises. Tenant
agrees that it has been afforded full and adequate opportunity to inspect or
otherwise evaluate asbestos and ACMs in the Building and Premises and that,
subject to the Work Letter, by taking possession of the Premises, it accepts
the condition of such Premises and the Building with respect thereto. During
the Lease Term, and so long as Tenant occupies any portion of the Premises,
Tenant shall


                                       43

<PAGE>

familiarize itself and comply with all recommendations under the Reports,
with respect to the maintenance of any and all ACMs in the Premises so as to
prevent the release of any asbestos fibers or other ACMs. Tenant shall be
responsible for insuring that all employees of Tenant and all individuals
entering the Premises are aware of the matters set forth in the Reports with
respect to the presence of ACMs in the Premises and the Building. To the
extent any individuals enter the Premises, who are not engaged by Landlord,
to perform maintenance, repairs, alterations or renovations, such individuals
will be apprised by Tenant of the presence of ACMs and Tenant will make the
contents of the Reports available to such individuals to ensure that all
statutes, codes and regulations applicable to the handling of all ACMs in the
Building. Tenant shall inform Landlord in a timely manner of any work to be
undertaken in the Premises that may disturb any ACMs, so that Landlord may
obtain a release, in form satisfactory to Landlord in its sole discretion,
from those involved in such activities with respect to any liability accruing
from such work undertaken in the Premises. Such notification shall be in
addition to, and not in lieu of, any and all notifications and consents
required under this Lease with respect to alterations or other work in the
Premises by Tenant. Tenant shall indemnify, defend, protect and hold Landlord
harmless from any and all claims, losses, liabilities or damages, including
attorney's fees and costs, resulting from Tenant's failure to comply with the
foregoing provisions related to ACMs and asbestos, including, without
limitation, the failure to notify Landlord in the manner described above.
Tenant will further indemnify, defend, protect and hold Landlord harmless
from any and all claims (known and unknown), losses, liabilities or damages
(including attorneys' fees) relating to exposure to or injury caused or
aggravated by ACMs, directly or indirectly, from Tenant's failure to follow
the prescribed safety requirements, precautions and procedures outlined in
the Reports as the same may be hereinafter modified, updated or revised; or
which results from Tenant's failure to inform individuals and employees of
Tenant of the contents of the Reports, including, without limitation, failure
to so inform individuals who are so undertaking alterations, renovations,
maintenance or repairs of ACMs containing areas of the Premises or the
Building; or which results from any failure of such individuals or Tenant's
employees to comply with recommendations or requirements set forth in the
Reports. By its execution of this Lease, Tenant acknowledges that the notice
set forth hereinabove shall constitute the notice required under California
Health and Safety Code Section 25915.5.

                  (c)      Tenant shall have no liability for the removal or
remediation of Hazardous Material existing in the Building prior to the date
of the execution and delivery of this Lease. Subject to Tenant's obligations
in Section 48, Landlord shall indemnify, defend, protect and hold Tenant
harmless from any and all claims, losses, liabilities or damages, including
reasonable attorney's fees and costs, resulting from or arising out of the
presence of any Hazardous Material found on, in or under the Building or
Premises, other than any Hazardous Materials brought into the Premises or
Building by Tenant and Tenant's agents, employees and contractors and any
claims, losses, liabilities or damages resulting from or arising out of the
negligence of Tenant, its agents, employees, contractors or invitees.

         49.      REAL ESTATE BROKERS.  Landlord and Tenant each represents
and warrants to the other that such party has negotiated this Lease directly
with the Real Estate Brokers identified in the Basic Lease Information and
has not authorized or employed, or acted by implication to authorize or to
employ, any other real estate broker or salesman to act for such party in


                                       44

<PAGE>

connection with this Lease. All leasing commissions due in connection with
this Lease shall be paid by Landlord in accordance with (i) a separate
agreement between Landlord and Grubb & Ellis, and (ii) that certain Brokerage
Commission Agreement by and between Landlord and The Robax Group, Inc.,
dba Rosen & Reynolds. Landlord shall indemnify, defend and hold Tenant
harmless from and against any and all claims for said leasing commissions by
the Real Estate Brokers identified in the Basic Lease Information. Each party
shall indemnify, defend and hold the other harmless from and against any and
all claims by any real estate broker or salesman other than the Real Estate
Brokers identified in the Basic Lease Information for a commission, finder's
fee or other compensation as a result of the inaccuracy of such party's
representation above.

         50.      NOTICE TO MORTGAGEE; FINANCIAL STATEMENT.  If the holder of
any mortgage covering all or a portion of the Premises shall give notice to
Tenant that it is the holder of such mortgage and such notice includes the
address to which notices to such mortgagee are to be sent, then Tenant agrees
to give to said holder of such mortgage notice simultaneously with any notice
given to Landlord to correct any default of Landlord and agrees that the
holder of such mortgage shall have the right, within sixty (60) days after
receipt of said notice, to commence correction of such default and diligently
prosecute completion thereof before Tenant may take any action under this
Lease by reason of any default. Should Landlord or mortgage holder under this
Lease request a copy of Tenant's current financial statement, Tenant agrees
to furnish a certified copy of same to Landlord within fifteen (15) days of
such request; provided, that, so long as Tenant is a public company, Tenant
agrees to provide the most recent financial statements publicly available.

         51.      OPTION TO EXTEND.

                  (a)      Tenant shall have two (2) consecutive options to
extend the Term of this Lease with respect to all of the Premises for a
period of five (5) years each commencing on the Term Expiration Date (the
"Extension Period") subject to the conditions contained in this Section. The
options to extend are sometimes referred to collectively herein as an "Option
to Extend."

                           (i)      The Option to Extend shall be exercised,
if at all, by written notice of exercise given to Landlord by Tenant not more
than eighteen (18) months nor less than twelve (12) months prior to the
expiration date of the Term Expiration Date. In the event that Tenant fails
to deliver such exercise notice to Landlord on or before the date that is
exactly twelve (12) months prior to the Term Expiration Date, the Option to
Extend shall be null and void and of no further force or effect.

                           (ii)     Anything herein to the contrary
notwithstanding, if an Event of Default has occurred with respect to Tenant
which remains uncured following the expiration of any applicable notice and
cure period, either at the time Tenant exercises the Option to Extend or on
the commencement date of the Extension Period, then Landlord shall have, in
addition to all of Landlord's other rights and remedies provided in this
Lease, the right to terminate the Option


                                       45

<PAGE>

to Extend upon thirty (30) days written notice to Tenant (with Tenant having
failed to cure the default during such thirty (30) day period).

                  (b)      In the event the Option to Extend is exercised in
a timely fashion, this Lease shall be extended for an additional five (5)
years upon all of the terms and conditions of this Lease; provided, that, the
Base Expense Year and Base Tax Year shall be adjusted to the calendar year in
which each Option to Extend is effective (however, if the Option to Extend is
effective during the last three (3) months of a calendar year, the Base
Expense Year and Base Tax Year shall be the next calendar year); and provided
further that, the Base Monthly Rent and additional rent for such Extension
Period shall be adjusted to equal ninety-seven percent (97%) of the "Fair
Market Rent" for each floor of the Premises and provided further that there
shall be no tenant improvement allowance and, upon the exercise of the second
Option to Extend, no further option to extend the Lease Term. For purposes
hereof, "Fair Market Rent" shall mean the prevailing gross rental rate per
annum per square foot as of the date six (6) months prior to the commencement
of the Extension Period, including, without limitation, base rent, additional
rent and all other monetary payments (including base rent increases and
step-ups) agreed to be paid by new tenants generally for similar space in a
condition (including the state of build out) and location (within the
Building and any comparison buildings) comparable to each floor of the
Premises in comparable buildings for five (5) year terms, pursuant to new
leases entered into by such other tenants, and considering any rental
abatement and any other similar concessions granted in connection with new
leases for such comparable space (including tenant improvement allowances and
other similar items but excluding the payment of any leasing commissions in
comparable transactions).

                  (c)      On or before the date that is nine (9) months
prior to the commencement of the Extension Period, Landlord shall notify
Tenant in writing of Landlord's proposed Fair Market Rental for the term of
the Extension Period, based on the provisions of this Section above. Within
thirty (30) days after receipt of such notice from Landlord, Tenant shall
have the right either to (i) accept Landlord's statement of Fair Market Rent
as the Fair Market Rental for the Extension Period, or (ii) elect to
arbitrate Landlord's estimate of Fair Market Rent, such arbitration to be
conducted pursuant to the provisions hereof. Failure on the part of Tenant to
require arbitration of Fair Market Rent within thirty (30) such day period
shall constitute acceptance of the Fair Market Rental for the Extension
Period, as proposed by Landlord. If Tenant elects arbitration, the
arbitration shall be concluded as expeditiously as reasonably possible with
the goal of being concluded within ninety (90) days after the date of
Tenant's election. To the extent that arbitration has not been completed
prior to commencement of the Extension Period, Tenant shall pay Base Monthly
Rental, additional rent and all other charges in an amount equal to the Fair
Market Rent proposed by Landlord, and the Base Monthly Rental, additional
rent and all other charges shall be adjusted, if necessary, once the Fair
Market Rent is ultimately determined by arbitration. Should the monthly
installments of Base Monthly Rental, additional rent and all other charges as
adjusted for the period following the completion of such arbitration exceed
the amount previously paid by Tenant for such period, Tenant shall pay the
entire difference to Landlord within thirty (30) days following delivery of
written demand. Should the monthly installments of Base Monthly Rental,
additional rent and all other charges as adjusted following completion of
such arbitration be less than the amount previously paid by


                                       46

<PAGE>

Tenant for such period, Landlord shall credit such difference against the
next installment(s) of Base Monthly Rental coming due. Upon determination of
the Fair Market Rent for the Extension Period (whether by mutual agreement or
by arbitration), the parties shall enter into an amendment to this Lease
memorializing such determination.

                  (d)      In the event of arbitration, the judgment or the
award rendered in any such arbitration may be entered in any court having
jurisdiction and shall be final and binding between the parties. The
arbitration shall be conducted and determined in the City and County of San
Francisco in accordance with the then prevailing rules of the American
Arbitration Association or its successor for arbitration of commercial
disputes except to the extent that the procedures mandated by said rules
shall be modified as follows:

                           (i)      Tenant shall make demand for arbitration
in writing within thirty (30) days after service of Landlord's determination
of Fair Market Rent given as provided above, specifying therein the name and
address of the person to act as the arbitrator on its behalf. The arbitrator
shall be qualified as a real estate appraiser with at least five (5) years
experience or a real estate broker with at least ten (10) years experience
and otherwise familiar with the Fair Market Rent of office space in the
above-described area who would qualify as an expert witness over objection to
give opinion testimony addressed to the issue in a court of competent
jurisdiction. Failure on the part of Tenant to make a proper demand in a
timely manner for such arbitration shall constitute a waiver of the right
thereto. Within fifteen (15), days after the service of the demand for
arbitration, Landlord shall give notice to Tenant, specifying the name and
address of the person designated by Landlord to act as arbitrator on its
behalf who shall be similarly qualified. If Landlord fails to notify Tenant
of the appointment of its arbitrator, within or by the time above specified,
then the arbitrator appointed by Tenant shall be the arbitrator to determine
the issue.

                           (ii)     In the event that two (2) arbitrators are
chosen pursuant to the provisions of this Section, the arbitrators so chosen
shall, within fifteen (15) days after the second arbitrator is appointed,
appoint a third arbitrator, who shall be a competent and impartial person
with qualifications similar to those required of the first two (2)
arbitrators pursuant to subparagraph (d)(1). In the event the two (2)
arbitrators are unable to agree upon such appointment within ten (10) days
after expiration of said fifteen (15) day period, the third arbitrator shall
be selected by the parties themselves, if they can agree thereon, within a
further period of fifteen (15) days. If the parties do not so agree, then
either party, on behalf of both, may request appointment of such a qualified
person by the then Chief Judge of the United States District Court having
jurisdiction over the City and County of San Francisco, acting in his private
and not in his official capacity, and the other party shall not raise any
question as to such Judge's full power and jurisdiction to entertain the
application for and make the appointment. The third arbitrator shall decide
the dispute if it has not previously been resolved by following the procedure
set forth below.

                           (iii)    Where an issue as to Fair Market Rent
cannot be resolved by settlement between the parties during the course of
arbitration, the issue shall be resolved by the third arbitrator in
accordance with the following procedure. The arbitrator selected by each of


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<PAGE>

the parties shall state in writing his or her determination of the Fair
Market Rent supported by the reasons therefor with counterpart copies to each
party. The arbitrator shall arrange for a simultaneous exchange of the
determination of Fair Market Rent. The role of the third arbitrator shall be
to select which of the two proposed determinations of Fair Market Rent most
closely approximates his or her determination of Fair Market Rent. The third
arbitrator shall have no right to propose a middle ground or any modification
of either of the two proposed determinations of Fair Market Rent. The
resolution he or she chooses as most closely approximating his or her
determination shall constitute the decision of the arbitrators and be final
and binding upon the parties.

                           (iv)     In the event of a failure, refusal or
inability of any arbitrator to act, his or her successor shall be appointed
by him, but in the case of the third arbitrator, his or her successor shall
be appointed in the same manner as provided for appointment of the third
arbitrator. The arbitrators shall decide the issue within fifteen (15) days
after the appointment of the third arbitrator. Any decision in which the
arbitrator appointed by Landlord and the arbitrator appointed by Tenant
concur shall be binding and conclusive upon the parties. Each party shall pay
the fee and expenses of its respective arbitrator and both shall share the
fee and expenses of the third arbitrator. The attorneys' fees and expenses of
counsel for the respective parties and of witnesses shall be paid by the
respective party engaging such counsel or calling such witnesses.

                           (v)      The third arbitrator shall have the right
to consult experts and competent authorities to obtain factual information or
evidence pertaining to a determination of Fair Market Rent, but any such
consultation shall be made in the presence of both parties with full right on
their part to cross-examine. The third arbitrator shall render his or her
decision in writing with counterpart copies to each party. The third
arbitrator shall have no power to modify the provisions of this Lease.

                  (e)      The Option to Extend granted to Tenant pursuant to
this Section shall be personal to Xoom.com, Inc. and any Affiliate, and such
right shall not inure to the benefit of any assignee or subtenant of
Xoom.com, Inc., except to an Affiliate.

         52.      RIGHT OF FIRST REFUSAL.

                  (a)      Tenant shall have a continuing right of first
refusal with respect to any contiguous space in the Building of ten thousand
(10,000) square feet or greater as measured by the ANSI/BOMA Z65.1-1996
standards that becomes available during the term of the Lease, excluding any
space on the ground floor of the Building (the "Refusal Space"), subject to
the existing rights of existing tenants to the Refusal Space. Provided that
no Event of Default has occurred which has not been cured, if Landlord shall
receive an offer to lease any portion of the Refusal Space, which offer
Landlord shall desire to accept, Landlord shall give written notice of the
said offer to Tenant ("Landlord's Refusal Notice"). The Landlord's Refusal
Notice shall set forth in reasonable detail the terms of the offer, including
a description of the space, the Base Monthly Rental (including escalations
thereof), condition of the space (i.e., as is, building standard construction,
tenant improvement allowances), taxes, maintenance costs and other
pass-throughs, term and any other material terms of the offer. Within ten
(10) days of receiving


                                       48

<PAGE>

Landlord's Refusal Notice, Tenant may elect, by written notice to Landlord,
to accept the Refusal Space upon the terms and conditions stated in the
Landlord's Refusal Notice. Tenant's failure to make a timely election to
accept the specified space shall be deemed a rejection of the Refusal Space.
Upon Tenant's rejection or deemed rejection of the Refusal Space, Landlord
shall be free to accept the offer to lease and lease the space to a third
party pursuant to the terms thereof. Upon Tenant's acceptance of the Refusal
Space, the parties shall prepare and execute an amendment incorporating the
Refusal Space into the Lease subject to all of the terms, covenants, and
conditions herein, except as modified by the terms of the offer. The right
contained in this Section is personal to Xoom.com, Inc. and its Affiliates,
and such right shall not inure to the benefit of any assignee or subtenant of
Xoom.com, Inc., except for its Affiliates and such right shall be subject to
the provisions of Section 18.

                  (b)      Tenant's rights under this Section are subject and
subordinate to and only to the rights of the existing tenants of the Building
which currently have expansion rights, rights of first refusal or rights of
first negotiation with respect to space on the Refusal Space. A list of said
existing tenants is set forth on SCHEDULE 1 attached hereto and made a part
hereof.

         Notwithstanding the foregoing, Landlord shall have the right to
negotiate amendments to the Lease of any tenant in the Building to provide
for an extension of said tenant's expiration of Lease Term for a reasonable
period of time to facilitate said tenant's vacation of its Premises.

         53.      PARKING.

                  (a)      Tenant shall lease two (2) parking stalls in the
Building's parking garage (the "Parking Garage") in connection with the
8th Floor, an additional two (2) parking stalls in connection with the
9th Floor, an additional (two) parking stalls in connection with the
19th Floor, an additional four (4) parking stalls in connection with the
12th and 13th Floors, an additional six (6) parking stalls in connection with
the 20th and 21st Floors and an additional two (2) parking stalls in
connection with the 22nd Floor, for an aggregate total of eighteen (18)
parking stalls (the "Parking Stalls"). If Tenant leases any additional full
floor space in the Building, Tenant shall be granted the option to lease up
to two (2) additional parking stalls for each additional full floor space.

                  (b)      Tenant shall execute the standard form parking
lease for the Parking Garage with Landlord's third-party contractor (the
"Garage Operator") within ten (10) days after mutual execution of the Lease
(the "Parking Lease"). The lease term for a Parking Stall(s) shall commence
on the Term Commencement Date of the floor to which the Parking Stall(s) is
attributable. Tenant's use of the Parking Stalls shall subject to all other
terms and conditions contained in the Parking Lease, including without
limitation the then-current monthly rental rate per parking stall, as the
same may be adjusted from time to time by Landlord's third-party contractor.
Landlord agrees that Tenant, to the extent Tenant has a Parking Garage
monthly pass, shall have access to the Parking Garage twenty-four (24) hours
per day, seven (7) days a week. From time to time during the Term, Tenant
shall be entitled to decrease (on thirty (30) days' prior notice to the third
party parking operators with a copy to Landlord) or increase (on three (3)


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<PAGE>

months' prior notice to such third party parking operator with a copy to
Landlord) its number of parking spaces up to the maximum number of Parking
Stalls specified above.

         54.      BICYCLE PARKING.

                  (a)      Landlord shall cooperate to provide Tenant access
to bicycle parking in the Parking Garage, subject to the rights of the Garage
Operator under the terms of its lease for the Parking Garage. Any additional
compliance with applicable codes, regulations and law required as a result of
such bicycle parking shall be Tenant's obligation, including, but not limited
to fees and expenses in connection therewith.

                  (b)      If Tenant provides bicycle parking in Tenant's
Premises, all bicycles are required to enter to and from the Building through
the Parking Garage. Tenant and Tenant's employees, agents or contractors may
only bring bicycles to and from the Premises via the freight elevator.

                  (c)      In the event that Tenant or Tenant's employees,
agents or contractors bring bicycles to and from Tenant's Premises through
the lobby areas of the Building, as opposed to through the Parking Garage and
the freight elevator, Landlord shall provide written notice of such activity
to Tenant ("Bicycle Violation Notice"). After the fifth Bicycle Violation
Notice in any consecutive twelve (12) month period, Tenant shall be required
to reimburse Landlord for the cost of providing a security guard in the lobby
area in order to enforce Tenant's obligations under this Section. In the
event that a security guard is required pursuant to this Section, Landlord
and Tenant shall review the necessity for such guard after twelve (12) months
after the security guard is first required.

         55.      INTERNAL FIRE STAIRS.  Tenant shall have the right to use
the internal stair cases and internal fire-stairs in the Building for travel
between the floors in the Premises, subject to any applicable governmental
law, regulation or code related restriction. Tenant shall be responsible for
any and all costs in connection with the installation of access code key pads
on each floor and all code related expenses if any.

         56.      DEDICATED ELEVATOR.  Landlord shall provide Tenant with
access to one elevator in the annex portion of the Building that exclusively
services and provides direct access to the floors on which the Premises are
located, including, but not limited to the 22nd Floor. Notwithstanding
anything to the contrary contained herein, in the event that Tenant occupies
less than one hundred thousand (100,000) rentable square feet in the
Building, Tenant shall no longer be entitled to an elevator that exclusively
services Tenant's Premises. For purposes of this Section 56, space shall be
deemed "occupied" by Tenant if, and only if, such space is leased to Tenant
and, such space is not subject to a sublease or assignment by Tenant or any
other form of occupancy agreement between Tenant and any third party.

         57.      YEAR 2000.  Landlord agrees that Landlord shall pay all
costs necessary to correct any problems, and will cause such problems to be
corrected, in the operation of the operating systems in the Building
resulting from any deficiencies in the computer software of the Building to
convert to dates after January 1, 2000. All such costs shall be excluded from
Expenses.


                                       50

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Lease on the
respective dates indicated below:

TENANT:                                   LANDLORD:

Xoom.com, Inc., a                         OAIC Bush Street, LLC,
Delaware corporation                      a Delaware limited liability company

By: /s/ Chris Kitze                       By:  /s/ Gregory Breskin
   ----------------------------              ------------------------------
Name:   Chris Kitze                       Name:    Gregory Breskin
     --------------------------               -----------------------------
Its:    Chairman                          Its:     Vice President
    ---------------------------               -----------------------------

Date of Execution:   8/9/99               Date of Execution: Aug. 9, 1999
                  -------------                             --------------

By: /s/ John Harbottle                    By:     /s/ Christine Reich
   -----------------------------             ---------------------------------
Name:   John Harbottle                    Name:       Christine Reich
     ---------------------------               -------------------------------
Its:    CFO                               Its:        President
    ----------------------------              --------------------------------



                                   51
<PAGE>


                                    EXHIBIT A

                            DIAGRAMS OF FLOOR PLANS
                           FOR 8TH, 9TH, 12TH, 13TH,
                        19TH, 20TH, 21ST, AND 22ND FLOORS




                                       A-1

<PAGE>


                                    EXHIBIT B

                              RULES AND REGULATIONS

         1.       The sidewalks, halls, passages, exits, entrances, shopping
malls, elevators, escalators and stairways of the Building shall not be
obstructed by any of the tenants or used by them for any purpose other than for
ingress to and egress from their respective premises. The halls, passages,
exits, entrances, shopping malls, elevators, escalators and stairways are not
for the general public, and Landlord shall in all cases retain the right to
control and prevent access thereto of all persons whose presence in the judgment
of Landlord would be prejudicial to the safety, character, reputation and
interests of the Building and its tenants, provided that nothing herein
contained shall be construed to prevent such access to persons with whom any
tenant normally deals in the ordinary course of its business, unless such
persons are engaged in illegal activities. No tenant and no employee or invitee
of any tenant shall go upon the roof of the Building except such roof or portion
thereof as may be contiguous to the premises of a particular tenant and may be
designated in writing by Landlord as a roof deck or roof garden area; provided
that, so long as Tenant remains in occupancy of the 22nd Floor, the loggia area
on the 22nd Floor shall be designated a roof garden area for Tenant's exclusive
use.

         2.       No sign, placard, picture, name, advertisement or notice
visible from the exterior of any tenant's premises shall be inscribed, painted,
affixed or otherwise displayed by any tenant on any part of the Building without
the prior written consent of Landlord. Landlord will adopt and furnish to
tenants general guidelines relating to signs inside the Building on the office
floors. Each tenant shall conform to such guidelines, but may request approval
of Landlord for modifications, which approval will not be unreasonably withheld.
All approved signs or lettering on doors shall be printed, painted, affixed or
inscribed at the expense of the Tenant by a person approved by Landlord, which
approval will not be unreasonably withheld. Material visible from outside the
Building will not be permitted.

         3.       The Premises shall not be used for the storage of merchandise
held for sale to the general public or for lodging; provided that, the Premises
may be used for the incidental sale of merchandise to Tenant's employees of up
to Twenty-Five Thousand Dollars ($25,000) per year, subject to the rights of
other current and future tenants in the Building and subject to Tenant's
compliance with all applicable laws, including, without limitation, zoning laws,
with respect thereto. No cooking shall be done or permitted by any tenant on the
premises, except that use by the tenant of food and beverage vending machines
and Underwriters' Laboratory approved microwave ovens and equipment for brewing
coffee, tea, hot chocolate and similar beverages shall be permitted, provided
that such use is in accordance with all applicable federal, state and city laws,
codes, ordinances, rules and regulations.


                                     B-1
<PAGE>


         4.       No tenant shall employ any person or persons other than
Landlord's janitorial service for the purpose of cleaning the premises, unless
otherwise approved by Landlord; provided, that, Tenant may contract for
additional janitorial services, subject to Landlord's reasonable approval
thereof. No person or persons other than those approved by Landlord shall be
permitted to enter the Building for the purpose of cleaning the same. No tenant
shall cause any unnecessary labor by reason of such tenant's carelessness or
indifference in the preservation of good order and cleanliness. Janitor service
will not be furnished on nights when rooms are occupied after 9:30 p.m. unless,
by prior arrangement with Landlord, service is extended to a later hour for
specifically designated rooms.

         5.       Landlord will furnish each tenant, free of charge, with two
keys to each door lock in its premises. Landlord may make a reasonable charge
for any additional keys. No tenant shall have any keys made. No tenant shall
alter any lock or install a new or additional lock or any bolt on any door of
its premises without the prior consent of Landlord. The tenant shall in each
case furnish Landlord with a key for any such lock. Each tenant, upon the
termination of its tenancy, shall deliver to Landlord all keys to doors in the
Building which shall have been furnished to the tenant.

         6.       The freight elevator shall be available for use by all tenants
in the Building, subject to such reasonable scheduling as Landlord in its
discretion shall deem appropriate. The persons employed to move such equipment
in or out of the Building must be acceptable to Landlord. Landlord shall have
the right to prescribe the weight, size and position of all equipment,
materials, furniture or other property brought into the Building. Heavy objects
shall, if considered necessary by Landlord, stand on wood strips of such
thickness as is necessary to properly distribute the weight. Landlord will not
be responsible for loss of or damage to any such property from any cause, and
all damage done to the Building by moving or maintaining such property shall be
repaired at the expense of the tenant.

         7.       No tenant shall use or keep in the premises or the Building
any kerosene, gasoline or inflammable or combustible fluid or material other
than limited quantities thereof reasonably necessary for the operation or
maintenance of office equipment, or, without Landlord's prior approval, use any
method of heating or air conditioning other than that supplied by Landlord.

         8.       No tenant shall use or keep or permit to be used or kept any
foul or noxious gas or substance in the premises, or permit or suffer the
premises to be occupied or used in a manner offensive or objectionable to
Landlord or other occupants of the Building by reason of noise, odors or
vibrations, or interfere in any way with other tenants or those having business
therein.


                                   B-2
<PAGE>


         9.       Landlord reserves the right to exclude from the Building
between the hours of 6 p.m. and 7 a.m. and at all hours on Saturdays, Sundays
and legal holidays all persons who do not present a pass signed by Landlord to
the Building. Landlord will furnish passes to persons for whom any tenant
requests the same in writing. Each tenant shall be responsible for all persons
for whom it requests passes and shall be liable to Landlord for all acts of such
persons. Landlord shall in no case be liable for damages for any error with
regard to the admission to or exclusion from the Building of any person. In the
case of invasion, mob, riot, public excitement or other circumstances rendering
such action advisable in Landlord's opinion, Landlord reserves the right to
prevent access to the Building during the continuance of the same by such action
as Landlord may deem appropriate.

         11.      The directories of the Building, located in the two lobby
areas, will be provided for the display of the name and location of tenants and
a reasonable number of the principal officers and employees of tenants (based on
a pro rata share between all of the tenants in the Building, the denominator of
which shall be the total directory space available in the two lobby areas), and
Landlord reserves the right to exclude any other names therefrom. Tenant shall
have the right to directory space in both of the lobby area directories, but in
no event shall Tenant have more than its pro rata share of directory space. Any
additional name which a tenant desires to have added to the directory shall be
subject to Landlord's approval and may be subject to a charge therefor.

         12.      No curtains, draperies, blinds, shutters, shades, screens or
other coverings, hangings or decorations shall be attached to, hung or placed
in, or used in connection with any exterior window in the Building without the
prior consent of Landlord. If consented to by Landlord, such items shall be
installed on the office side of the standard window covering and shall in no way
be visible from the exterior of the Building.

         13.      Messenger services and suppliers of bottled water, food,
beverages, and other products or services shall be subject to such reasonable
regulations as may be adopted by Landlord. Landlord may establish a central
receiving station in the Building for delivery and pick-up by all messenger
services, and may limit delivery and pick-up at tenant premises to Building
personnel.

         14.      Each tenant shall see that the doors of its premises are
closed and locked and that all water faucets or apparatus, cooking facilities
and office equipment (excluding office equipment required to be operative at all
times) are shut off before the tenant or its employees leave the premises at
night, so as to prevent waste or damage, and for any default or carelessness in
this regard the tenant shall be responsible for any damage sustained by other
tenants or occupants of the Building or Landlord. On multiple-tenancy floors,
all tenants shall keep the doors to the Building corridors closed at all times
except for ingress and egress.


                                    B-3
<PAGE>


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

         16.      Except with the prior consent of Landlord, no tenant shall
sell, or permit the sale at retail, of newspapers, magazines, periodicals,
theater tickets or any other goods or merchandise to the general public in or on
the premises, nor shall any tenant carry on, or permit or allow any employee or
other person to carry on, the business of stenography, typewriting or any
similar business or from the premises for the service or accommodation of
occupants of any other portion of the Building, nor shall the premise of any
tenant be used for manufacturing of any kind, or any business or activity other
than that specifically provided for in such tenant's lease.

         17.      No tenant shall install any antenna, loudspeaker, or other
device on the roof or exterior walls of the Building.

         18.      There shall not be used in any portion of the Building, by any
tenant or its invitees, any hand trucks or other material handling equipment
except those equipped with rubber tires and side guards unless otherwise
approved by Landlord.


         19.      Each tenant shall store its refuse within its premises. No
material shall be placed in the refuse boxes or receptacles if such material is
of such nature that it may not be disposed of in the ordinary and customary
manner of removing and disposing of refuse in the City and County of San
Francisco without being in violation of any law or ordinance governing such
disposal. All refuse disposal shall be made only through entryways and elevators
provided for such purposes and at such times as Landlord shall designate.

         20.      Canvassing, peddling, soliciting, and distribution of
handbills or any other written materials in the Building are prohibited, and
each tenant shall cooperate to prevent the same.

         21.      The requirements of the tenants will be attended to only upon
application by telephone or in person at the office of the Building. Employees
of Landlord shall not perform any work or do anything outside of their regular
duties unless under special instructions from Landlord.

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

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


                                      B-4
<PAGE>


         24.      Landlord reserves the right to make such other and reasonable
rules and regulations as in its judgment may from time to time be needed for the
safety, care and cleanliness of the Building, and for the preservation of good
order therein.






                                      B-5
<PAGE>


                                    EXHIBIT C

                     Work Letter and Construction Agreement

                  THIS AGREEMENT supplements the Lease dated for reference
purposes only as of August 13, 1999 (the "Lease") executed concurrently
herewith by OAIC BUSH STREET, LLC, a Delaware limited liability company, as
Landlord, and Xoom.com, Inc., a Delaware corporation , as Tenant.

         1.       GENERAL.

                  (a)      The purpose of this Work Letter and Construction
Agreement ("Work Letter") is to set forth how the Tenant Work (as defined
below) in the Premises (as defined in the Lease) are to be designed and
constructed, who will pay for the design and construction of the Tenant Work,
and the time schedule for completion of the Tenant Work.

                  (b)      Except as otherwise defined in this Work Letter, all
capitalized terms utilized in this Work Letter shall have the meanings set forth
in the Lease.

                  (c)      The provisions of the Lease, except where clearly
inconsistent or inapplicable to this Work Letter, are incorporated into this
Work Letter.

                  (d)      Except for the Tenant Work and Base Building Work (as
defined below) to be constructed pursuant to this Work Letter, Tenant accepts
the Premises in their "AS IS" condition and acknowledges that it has had an
opportunity to inspect the Premises and the Building prior to signing the Lease
and finds them to be in satisfactory condition. Notwithstanding anything to the
contrary in the preceding sentence, Landlord hereby assumes full responsibility,
at its sole cost, for the removal, encapsulation or other maintenance of
asbestos which is encountered during the construction of Part I of the Base
Building Work and the Tenant Work, provided that the decision to remove,
encapsulate or perform other maintenance of such Hazardous Materials shall be
made at Landlord's sole discretion and Landlord shall notify Tenant in writing
upon substantial completion of Part I of the Base Building Work of the
location(s) of encapsulated Hazardous Materials.

         2.       PREPARATION OF PLANS; SELECTION OF DESIGNER/ARCHITECT.

                  (a)      Tenant shall have the right to engage the services
of SMP/SHG Incorporated as Tenant's space planner ("Tenant's Space Planner")
and as Tenant's architect ("Tenant's Architect") for purposes of the Work
Letter, including the design and initial space planning of each respective
floor of the Premises which design shall address the tenant improvements,
exclusive of the Base Building Work, to be initially installed in each floor
of the Premises pursuant to this Work Letter (such tenant improvements are
referred to herein as the "Tenant Work"). Tenant and Tenant's Space Planner
shall take such action as is reasonably necessary and otherwise shall
cooperate with Landlord's architect, RMW Architects ("Landlord's Architect"),
in Tenant's Space Planner's preparation of a "hard line space/pricing plan"
for each floor of the Premises (collectively, the "Space Plan"), which shall
contain all of the information on SCHEDULE 1, attached hereto and made a part
hereof. Tenant's Space Planner


<PAGE>


shall complete and deliver for Landlord's review (i) an initial draft of the
Space Plan for the 12th Floor, 13th Floor, 19th Floor, 20th Floor and 21st
Floor, (ii) an initial draft of the Space Plan for the 22nd Floor, and (iii)
in the case of either an initial Sublessee Build Out or a Tenant Build Out
(as these terms are defined in Section 3 of the Lease) on the 8th Floor and
9th Floor, an initial draft of the Space Plan for the 8th Floor and 9th Floor
after the expiration of the Availability Notice Period (as defined in Section
3 of the Lease). Landlord, within ten (10) business days after its receipt of
the initial draft of a Space Plan for a particular floor in the Premises,
shall provide Tenant's Space Planner with its written approval or disapproval
thereof (with a statement of the specific reasons therefor in the event of
any such disapproval). Tenant's Space Planner, within five (5) business days
after receipt of Landlord's response, shall produce a final Space Plan for
said floor that shall reflect any comments/corrections proposed by Landlord.

                  (b)      After Landlord's approval of the final Space Plan for
each respective floor of the Premises, Tenant's Architect shall have prepared
and shall have submitted the same to Landlord or its representative for its
review and approval, an initial draft of engineered mechanical and electrical
drawings and architectural working drawings, which show all doors, light
fixtures, electrical outlets, telephone outlets and other improvements to the
respective floor of the Premises beyond the demolition, asbestos abatement,
remediation and/or other maintenance (as set forth in SCHEDULE 2), to the extent
not already completed, and shell and core improvements to be provided by
Landlord as described in SCHEDULE 2 attached hereto (such demolition, asbestos
abatement and/or remediation and shell and core improvements are referred to
herein as the "Base Building Work"), as well as all wall finishes and floor
coverings (collectively, the "Tenant's Plans"). Landlord, within five (5)
business days after its receipt of the initial draft of the Tenant's Plans for a
particular floor in the Premises, shall provide Tenant's Architect with its
written approval or disapproval thereof (with a statement of the specific
reasons therefore in the event of such disapproval). Tenant's Architect shall
produce final Tenant's Plans for said floor of the Premises that shall reflect
any comments/corrections proposed by Landlord, and shall deliver four (4) copies
of the same to Landlord and Tenant for their final approval. All mechanical,
electrical and plumbing related design work in connection with the Tenant Work
must be completed by a consultant designated or approved in writing by Landlord
in Landlord's sole discretion.

                  (c)      The parties acknowledge and agree that the Tenant
Work shown on the Tenant's Plans must (i) be compatible with the Base Building
Work and the design, construction and equipment of the Building, (ii) comply
with all applicable laws, rules, regulations and ordinances, including, without
limitation, the provisions of the American with Disabilities Act, 42 U.S.C.
Section 12101 et. seq. and any governmental regulations with respect thereto
(the "ADA"), Title 24 of the California Administrative Code ("Title 24") and
other similar federal, state and local laws and regulations, including, without
limitation, the requirements under the ADA for the purposes of "public
accommodations" (as that term is used in the ADA) and (iii) be approved by
Landlord.

                  (d)      The term "Tenant Work" shall mean all improvements,
standard or special, shown on the Tenant's Plans. Tenant shall be responsible
for the suitability for the Tenant's needs and business of the design and
function of all the Tenant Work. Landlord's review and approval of any plans or
specifications shall not constitute, and Landlord shall not be deemed to have
made, a representation or warranty as to the compliance of the Tenant Work


                                       2
<PAGE>


with any and all applicable state and local laws, statutes, codes, rules or
regulations including regulations or procedures promulgated by Landlord (the
"Laws") or as to the suitability of the Premises, or the Tenant Work for
Tenant's needs. Accordingly, notwithstanding the fact that any plans are
reviewed and/or approved by Landlord or its architect, engineers and
consultants, and notwithstanding any advice or assistance which may be
rendered to Tenant by Landlord or Landlord's architect, engineers and
consultants, Landlord shall have no liability whatsoever in connection
therewith and shall not be responsible for any omissions or errors contained
in such plans.

                  (e)      Notwithstanding anything to the contrary contained
herein, in the event that there is any portion of the Tenant Work which Landlord
will require Tenant to remove at the end of the Lease Term, Landlord shall
notify Tenant in writing of such at the time that Landlord reviews the initial
draft of the Tenant's Plans for a particular floor pursuant to Section 2(b)
above. At the end of the Lease Term (as the same may be extended under the terms
of the Lease), Tenant shall remove said Tenant Work at Tenant's sole cost and
expense and repair and restore the Premises to their condition at the
commencement of the Lease.

         3.       BASE BUILDING WORK AS CONSTRUCTION BY LANDLORD.

                  (a)      Promptly after the full execution and delivery of
this Lease by Landlord and Tenant, Landlord shall proceed to complete the Base
Building Work in each floor of the Premises; provided that Landlord shall
proceed to complete the Base Building Work on the 8th Floor and 9th Floor
promptly after the current tenant vacates said floors or, in the event Tenant
elects to sublease the 8th Floor and/or 9th Floor pursuant to Section 3 of the
Lease, after such subtenant vacates said floor(s). The "Base Building Work"
shall consist of only the items (the cost of which shall not be deducted from
the Tenant Improvement Allowance as hereafter defined) set forth in SCHEDULE 2.
As set forth on SCHEDULE 2 the Base Building Work shall be divided into Part I
and Part II. Part I of the Base Building Work shall be completed by Landlord
prior to the Premises Delivery Date for the applicable floor. Part II of the
Base Building Work shall be completed by Landlord concurrently with the
completion of the Tenant Work for the applicable floor, provided that Landlord
shall use reasonable efforts to not interfere with the completion of the Tenant
Work.

                  (b)      Landlord shall give Tenant or shall cause its space
planner, architect or management company to give Tenant notice of the date on
which Part I of the Base Building Work is substantially completed with respect
to a particular floor. Tenant shall have three (3) business days following said
notice, to inspect said Base Building Work and supply Landlord with a written
list (the "Tenant Part I List") setting forth material objections with respect
to said Base Building Work, which list shall be subject to Landlord's reasonable
approval. In the event that no such Tenant Part I List is provided by Tenant
within said three (3) business day period, Tenant shall be deemed to have
accepted the Part I of Base Building Work for the particular floor. Landlord
shall use commercially reasonable efforts to complete all of the items on the
Tenant Part I List, as reasonably approved by Landlord, as expeditiously as
possible. Following Landlord's Architect's certification that all items which
are required to be completed in connection with the Part I of the Base Building
Work have been completed for said floor, Part I of the Base Building Work for
the particular floor shall be deemed "Substantially Complete",


                                      3

<PAGE>

and Landlord shall have no further obligation with respect to completion of
Part I of the Base Building Work on said floor.

         (c)     Upon Substantial Completion of Part I of the Base Building
Work for a particular floor in the Premises, Landlord shall deliver said
floor, Part I of the Base Building Work and any additional completed Base
Building Work on said floor to Tenant (the "Premises Delivery Date"), and
Tenant shall accept said floor, Part I of the Base Building Work and any
additional completed Base Building Work on said floor from Landlord in their
presently existing, "as-is" condition. The Premises Delivery date for the
19th Floor shall be the date of the mutual execution of the Lease (the "19th
Floor Premises Delivery Date"); the Premises Delivery date for the 12th and
13th Floors shall be on or before September 1, 1999 (the "12th and 13th
Floors Premises Delivery Date"); the Premises Delivery date for the 20th and
21st Floors shall be on or before October 1, 1999 (the "20th and 21st Floors
Premises Delivery Date"), and; the Premises Delivery date for the 22nd Floor
shall be on or before June 1, 2000 (the "22nd Floor Premises Delivery Date").
With respect to the 8th and 9th Floor, in the case of a Sublessee Build Out
on either the 8th Floor or 9th Floor, the Premises Delivery Date shall be on
or before the expiration of the Availability Notice Period (as defined in
Section 3 of the Lease). In the case of an initial Tenant Build Out on the
8th Floor or 9th Floor, the Premises Delivery Date shall be on or before six
(6) weeks after the expiration of the Availability Notice Period. Each
Premises Delivery Date referenced above is subject to delay by an Event of
Force Majeure (as defined below)

         (d)     Prior to the completion by Tenant of all Tenant Work on a
particular floor and the occurrence of the Term Commencement Date for each
floor in the Premises, subject to an Event of Force Majeure, Landlord shall
substantially complete all Base Building Work for said floor. Landlord shall
give Tenant or shall cause its space planner, architect or management company
to give Tenant notice of the date on which the Base Building Work is
substantially completed with respect to a particular floor. Tenant shall have
three (3) business days following said notice, to inspect said Base Building
Work and supply Landlord with a written list (the "Tenant Base Building Work
List") setting forth material objections with respect to said Base Building
Work, which list shall be subject to Landlord's reasonable approval. In the
event that no such Tenant Base Building Work List is provided by Tenant
within said three (3) business day period, Tenant shall be deemed to have
accepted the Base Building Work for the particular floor. Landlord shall use
commercially reasonable efforts to complete all of the items on the Tenant
Part I List, as reasonably approved by Landlord, as expeditiously as
possible. Following Landlord's Architect's certification that all items which
are required to be completed in connection with the Base Building Work have
been completed for said floor, said Base Building Work shall be deemed
"Substantially Completed" and Landlord shall have no further obligation with
respect to completion of the Base Building Work on said floor. Upon
Substantial Completion of the Base Building Work on a particular floor,
Tenant shall accept said floor and the Base Building Work on said floor from
Landlord in their presently existing, "as-is" condition.

         (e)     Any failure of Landlord to attach a cold air equipment into
the HVAC system servicing the Premises shall not be deemed a breach of
Landlord's obligation, so long as such attachment is complete by April 1,
2000, and so long as said failure does not adversely affect the heat and free
air exchange in the Premises

                                       4
<PAGE>

         4.      CONSTRUCTION.

                 (a)     Promptly after the Tenant's Plans for each
respective floor in the Premises are approved by Landlord, Tenant shall (i)
enter into a construction contract, in the form of the contract attached
hereto as SCHEDULE 3 (the "OAIC Construction Contract"), with a contractor
reasonably satisfactory to Landlord and chosen from a list of approved
Contractors supplied by Landlord (the "Contractor"), pursuant to which the
Tenant Work shall be constructed, (ii) obtain or cause to be obtained all
necessary building permits and other governmental approvals in connection
with the Tenant Work, and (iii) promptly proceed with due diligence to cause
to be constructed and installed, as soon as reasonably practicable,
consistent with industry custom and practice, the Tenant Work indicated on
the Tenant's Plans. Landlord will provide to Tenant's Architect path of
travel drawings to the Premises only, wet sealed by Landlord's Architect
suitable for permitting. Landlord shall not be responsible for any delays in
the approval of the Tenant's Plans or the issuance of necessary permits and
approvals. Tenant hereby agrees that neither Landlord nor Landlord's
consultants shall be responsible for obtaining any building permit or other
approvals or certificate of occupancy for the Premises and that obtaining the
same shall be Tenant's responsibility; provided, however, that Landlord shall
cooperate with Tenant in executing permit applications and performing other
ministerial acts reasonably necessary to enable Tenant to obtain any such
permit or certificate of occupancy. No changes, modifications or alterations
in the Tenant's Plans may be made without the prior written consent of
Landlord, which consent may not be unreasonably withheld, provided the
requested change, modification or alteration does not adversely affect the
Building's structure, systems, equipment, security system or appearance. If
the requested change, modification or alteration adversely affects the
Building's structure, systems, equipment, security system or appearance, then
Landlord may withhold its consent thereto in Landlord's sole discretion.

         (b)     Notwithstanding anything to the contrary contained herein,
prior to commencing the Tenant Work, Tenant shall obtain one hundred percent
(100%) performance and labor and material payment bonds, in form and
substance satisfactory to Landlord, issued by a company acceptable to
Landlord, naming Landlord as an obligee and issued in respect of the contract
with the Contractor and each subcontractor.

         (c)     Trash removal in connection with the Tenant Work will be
done continually at Tenant's cost and expense. No trash, or other debris, or
other waste may be deposited at any time outside the Premises other than in
areas which Landlord designates for dumpsters or temporary consolidation of
trash prior to collection. If Tenant does not deposit its trash in accordance
with this Section 4(c), Landlord may remove it at Tenant's expense, which
expense shall equal the cost of removal plus twenty-five percent (25%) of
such costs as a management fee.

         (d)     Storage of Contractor's construction material, tools and
equipment shall be confined within the Premises and in areas designated for
such purpose by the general contractor and approved by Landlord. In no event
shall any materials or debris be stored outside of the Premises, except as
otherwise provided herein.

                                       5
<PAGE>


         (e)     Landlord shall have the right to post in a conspicuous
location on Tenant's Premises, as well as record with the City and County of
San Francisco, a Notice of Nonresponsibility.

         (f)     Without limiting the generality of the foregoing, any work
to be performed outside of the Premises shall be coordinated with Landlord,
and shall be subjected to reasonable scheduling requirements of Landlord, and
Tenant shall coordinate all after-hours, weekend work and use of the elevator
with Landlord.

         (g)     During construction of the Tenant Work, there shall be no
charge for Tenant's or Tenant's space planner's, architect's, contractors' or
engineers' use of designated elevators, water, electricity, HVAC, or security
services during Building Hours. In the event that Tenant shall require said
services after Building Hours there shall be an after hours charge.
Currently, the costs for HVAC, elevator and security services outside of
Building Hours, are approximately sixty dollars ($60) per hour, thirty
dollars ($30) per hour, and thirty-five dollars ($35) per hour, respectively,
which costs are subject to adjustment by Landlord from time to time in
Landlord's discretion. In addition, in the event that Tenant shall require
parking stalls during the construction of the Tenant Work on a particular
floor, Tenant shall be entitled to enter into the parking agreements
described in Section 52 of the Lease prior to the Term Commencement Date for
said floor pursuant to a separate agreement with the third party contractor
operating the parking garage.

         5.      SUBSTANTIAL COMPLETION AND PUNCH LIST ITEMS.

                 (a)     "Substantial Completion" as used in the Lease and
this Work Letter with respect to the Tenant Work shall mean that (i) the
applicable improvements are substantially complete in accordance with the
requirements of this Work Letter, (ii) the architect designing and
supervising such improvements has certified that such improvements are
substantially complete in accordance with the applicable plans and
specifications and the Landlord's Architect, if different from the design
architect, shall have concurred in such certification, (iii) to the extent
applicable the contractor performing such work has issued a notice of
completion under the applicable contract, (iv) to the extent applicable, a
temporary certificate of occupancy or other governmental approval has been
issued in connection with such work. A floor in the Premises may be deemed
Substantially Complete even though improvements in certain portions of the
Building outside the Premises have not been fully completed and even though
Tenant's personal property may have not been installed in the Premises.
Notwithstanding anything to the contrary contained herein, in no event shall
the date of Substantial Completion of the Tenant Work for any floor in the
Premises be later than the Estimated Term Commencement Date for such floor,
subject to extension due to Landlord Delay or Force Majeure.

         (b)     Within ten (10) business days after Tenant's Architect's
certification of Substantial Completion for a particular floor of the
Premises, Landlord shall supply to Tenant a written punch list (the "Tenant
Work Punch List") setting forth the additional corrective and/or completion
work with respect to the Tenant Work for said floor which Landlord believes
is required to be performed pursuant to the Tenant's Plans. In the event that
no such Tenant Work Punch List is provided by Landlord within said ten (10)
business day period, Landlord shall be deemed to have accepted the Tenant
Work for the particular floor. Tenant shall use


                                       6
<PAGE>

commercially reasonable efforts to complete all of the items on the Tenant
Work Punch List as expeditiously as possible; and the Tenant Work Punch List
items shall not be deemed complete until so certified in writing by
Landlord's Architect.

         (c)     Notice of Completion: Copy of Record Set of Plans. Within
ten (10) days after completion of construction of the Tenant Work, Tenant
shall cause a Notice of Completion to be recorded in the office of the
Recorder of the County of San Francisco in accordance with Section 3093 of
the Civil Code of the State of California or any successor statute, and shall
furnish a copy thereof to Landlord upon such recordation. If Tenant fails to
do so, Landlord may execute and file the same on behalf of Tenant as Tenant's
agent for such purpose, at Tenant's sole cost and expense. At the conclusion
of construction, (i) Tenant shall cause the Contractor, (A) to update the
Tenant's Plans to reflect the completed construction, (B) to certify to the
best of their knowledge that the "record-set" of mylar as-built drawings
resulting from such update (which Tenant hereby agrees to have created) are
true and correct, which certification shall survive the expiration or
termination of this Lease, and (C) to deliver to Landlord two (2) sets of
copies of such record set of drawings within ninety (90) days following
issuance of a certificate of occupancy for the Premises, and (ii) Tenant
shall deliver to Landlord a copy of all warranties, guaranties, and operating
manuals and information relating to the improvements, equipment and systems
in the Premises.

         6.      COST OF DESIGN AND CONSTRUCTION.

                 (a)     Tenant Improvement Allowance. Landlord shall bear
the cost of all Base Building Work, as set forth in this EXHIBIT C. In
addition, Landlord shall bear the cost of Tenant Work ("Tenant Work Cost") to
the extent such cost does not exceed an amount equal to the sum of Forty
Dollars ($40.00) per square foot of rentable area for the Tenant Work
allocable to the 8th Floor (a total of $1,009,320), Forty Dollars ($40.00)
per square foot of rentable area for the Tenant Work allocable to the 9th
Floor (a total of $1,041,680), Forty Dollars ($40.00) per square foot of
rentable area for the Tenant Work allocable to the 12th Floor (a total of
$1,041,640), Forty Dollars ($40.00) per square foot of rentable area for the
Tenant Work allocable to the 13th Floor (a total of $1,041,360), Ten Dollars
($10.00) per square foot of rentable area for the Tenant Work allocable to
the 19th Floor (a total of $241,570), Forty One Dollars ($41.00) per square
foot of rentable area for the Tenant Work allocable to the 20th Floor (a
total of $907,043), Forty One Dollars ($41.00) per square foot of rentable
area for the Tenant Work allocable to the 21st Floor (a total of $768,791),
and Forty One Dollars ($41.00) per square foot of rentable area for the
Tenant Work allocable to the 22nd Floor (a total of $750,874) (collectively,
the "Tenant Improvement Allowance"). In addition, Landlord shall provide
Tenant with an additional Five Thousand Dollars ($5,000) of Tenant
Improvement Allowance beyond the total of the amounts set forth above.
Notwithstanding anything to the contrary contained herein, the Tenant
Improvement Allowance allocated to the 8th Floor and 9th Floor are subject to
the provisions set forth in Section 3 of the Lease. In the event that the
Tenant Improvement Allowance allocable to each floor of the Premises is not
entirely exhausted by the Tenant Work Cost for the particular floor in the
Premises, Tenant shall be entitled to apply the remaining Tenant Improvement
Allowance for such floor towards the Tenant Work Cost of a different floor in
the Premises. Notwithstanding the foregoing and subject to the provisions of
Section 7 below, at least eighty percent (80%) of the Tenant Improvement
Allowance allocated to each floor of the Premises must be used towards the
Tenant Work Cost on the particular floor to which the allowance is


                                       7
<PAGE>

allocated. In the event the Tenant Work Cost exceeds the Tenant Improvement
Allowance, Tenant shall bear the cost of such excess and shall pay such
excess. Landlord shall retain any and all unused portions of the Tenant
Improvement Allowance. The Tenant Improvement Allowance shall be only for the
following items and costs (collectively the "Tenant Improvement Allowance
Items"):

         (1)     The costs of preliminary space planning, the hard line space
plan and the Tenant's Plans for the Premises, and the cost of Landlord's
review thereof;

         (2)     All costs of obtaining building permits and other necessary
authorizations from all governmental authorities having jurisdiction;

         (3)     The cost of any changes to the Construction Drawings or
Tenant Work required by Code;

         (4)     Sales and use taxes and fees required under ADA, Title 24 or
such other similar federal, state or local laws;

         (5)     All other costs, if any, Landlord reasonably anticipates
Landlord will incur in connection with the construction of the Tenant Work;
and

         (6)     All direct and indirect costs of procuring and installing
the Tenant Work in the Premises, including any construction fee for overhead
and profit, a construction review fee charged by Landlord (i) in connection
with the 12th, 13th, 19th, 20th, 21st and 22nd Floors in the amount of three
percent (3%) of the total cost of the design and construction of the Tenant
Work (to which fee Tenant hereby consents), provided that said fee shall not
exceed One Hundred Fifty Thousand Dollars ($150,000), and (ii) in connection
with the 8th Floor and 9th Floor, in the amount of three percent (3%) of the
total cost of the design and constructions of the Tenant Work (to which fee
Tenant hereby consents (collectively, the "Construction Review Fee"), and all
reasonable costs and fees, including without limitation, architect's and
engineer's fees, incurred by Landlord in its review and approval of the
preliminary space planning, the hard line space plan and the Tenant's Plans
for the Premises and any amendments or modifications thereto, which costs and
fees shall be in addition to the Construction Review Fee. Landlord shall have
the right to pay itself the Construction Review Fee directly from the Tenant
Improvement Allowance without further authorization from Tenant.

         (b)     To the extent required under Section 8(b) below, Tenant
shall bear the cost of any increase in the cost of the design or construction
of the Tenant Work incurred by reason of (i) any Tenant Delay or (ii) any
Change Order requested by Tenant or any governmental agency following
preparation and approval of the final Tenant's Plans.

         7.      DISBURSEMENT OF TENANT IMPROVEMENT ALLOWANCE.

                 (a)     During the construction of the Tenant Work, Landlord
shall make monthly disbursements of the Tenant Improvement Allowance for
Tenant Improvement Allowance Items for the benefit of Tenant and shall
authorize the release of monies for the benefit of Tenant as follows:


                                       8
<PAGE>

         (b)     MONTHLY DISBURSEMENTS. On or before the first day of each
calendar month, as determined by Landlord, during the construction of the
Tenant Work (or such other date as Landlord may designate), Tenant shall
deliver to Landlord: (i) a request for payment of the "Contractor," as that
term is defined in Section 4(a) of this Work Letter, approved by Tenant, in a
form to be provided by Landlord, showing the schedule, by trade, of
percentage of completion of the Tenant Work in the Premises, detailing the
portion of the work completed and the portion not completed; (ii) invoices
from (i) the Contractor and (ii) all subcontractors, laborers, materialmen
and suppliers used by Tenant or Contractor (together with the Contractor,
"Tenant's Agents"), for labor rendered and materials delivered to the
Premises; (iii) executed mechanic's lien releases from all of Tenant's Agents
which shall comply with the appropriate provisions, as reasonably determined
by Landlord, of California Civil Code Section 3262(d); (iv) a check payable
to Landlord in the amount of Tenant's Share (as defined in Section 7(d)
below) of the particular amount of the payment requested by the Contractor,
(v) the information and documentation set forth on SCHEDULE 4 attached
hereto, and (vi) all other information reasonably requested by Landlord ((i),
(ii), (iii), (iv), (v) and (vi) are collectively referred to as a "Complete
Payment Request"). Tenant's request for payment shall be deemed Tenant's
acceptance and approval of the work furnished and/or the materials supplied
as set forth in Tenant's payment request. Thereafter, provided that Tenant
has fulfilled each and every covenant in this Work Letter to date, and Tenant
is not in default under the terms of this Work Letter or Lease, Landlord
shall deliver a check to Tenant made jointly payable to Contractor and Tenant
in payment of the lesser of: (A) the amounts so requested by Tenant, less a
ten percent (10%) retention (the aggregate amount of such retentions to be
known as the "FINAL RETENTION"), and (B) the balance of any remaining
available portion of the Landlord's Allowance (not including the Final
Retention), provided that Landlord does not dispute any request for payment
based on non-compliance of any work with the Plans, or due to any substandard
work, or for any other reason. Landlord's payment of such amounts shall not
be deemed Landlord's approval or acceptance of the work furnished or
materials supplied as set forth in Tenant's payment request. Payment shall be
made to Tenant within thirty (30) days after Landlord's receipt of a Complete
Payment Request.

         (c)     FINAL RETENTION. Subject to the provisions of this Work
Letter, a check for the Final Retention payable jointly to Tenant and
Contractor shall be delivered by Landlord to Tenant provided the following
conditions have been satisfied: (i) the construction of the Tenant Work has
been completed, (ii)Tenant has delivered to Landlord properly executed
mechanics lien releases in compliance with both California Civil Code Section
3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from Tenant's
Agents or any other person or entity entitled to file a mechanic's lien,
(iii) Landlord has determined that no substandard work exists which adversely
affects the mechanical, electrical, plumbing, heating, ventilating and air
conditioning, life-safety or other systems of the Building, the curtain wall
of the Building, the structure or exterior appearance of the Building, or any
other tenant's use of such other tenant's leased premises in the Building,
(iv) Tenant has delivered to Landlord a certificate of occupancy for the
Premises, (v) Tenant has not done and has not permitted anything to be done
that would affect the coverage of any performance or labor and material
payment bonds required pursuant to Section 4(b) above, (vi) the information
and documentation set forth on SCHEDULE 4 attached hereto, (vii) Tenant
delivers to Landlord a certificate, in a form reasonably acceptable to
Landlord, certifying that the construction of the Tenant Work in the Premises
has been


                                       9
<PAGE>

substantially completed, and (viii) Tenant has complied with all of the other
terms of the Work Letter, including, without limitation, Section 7(b).

         (d)     FINAL COSTS. Prior to the commencement of the construction
of the Tenant Work, and after Tenant has accepted all bids for the Tenant
Work, Tenant shall provide Landlord with a detailed breakdown, by trade, of
the final costs to be incurred or which have been incurred, as set forth more
particularly in Sections 6(a)(1) - (6), above, in connection with the design
and construction of the Tenant Work to be performed by or at the direction of
Tenant or the Contractor, which costs form a basis for the amount of the
Contract (the "FINAL COSTS"). Thereafter, in connection with each payment
requested by Tenant pursuant to Section 7(a) above, Tenant shall pay a
fraction (the "Tenants Share") of such payment, which fraction shall have the
Final Costs less the Tenant Improvement Allowance and the Construction Review
Fee as the numerator and the Final Costs as the denominator. By way of
example, if Tenant Improvement Allowance were $1,000 and the Final Costs were
$1,200, Tenant's share would be 1/6. In the event that, after the Final Costs
have been delivered by Tenant, to Landlord, the costs relating to the design
and construction of the Tenant Work shall change, any additional costs
necessary to such design and construction in excess of the Final Costs, shall
be paid by Tenant to Landlord immediately or at Landlord's option, Tenant
shall make payments for such additional costs out of its own funds, but
Tenant shall continue to provide Landlord with the documents described in
Section 7(a) of this Work Letter, above, for Landlord's approval, prior to
Tenant paying such costs.

         (e)     OTHER TERMS. Landlord shall only be obligated to make
disbursements from the Tenant Improvement Allowance to the extent costs are
incurred by Tenant for Tenant Improvement Allowance Items and disbursement of
the Landlord's Allowance shall be subject to the provisions of paragraphs
7(b) and (c) above.

         8.      CHANGES AND DELAYS.

                 (a)     Tenant may request any change, addition or
alteration in the Tenant Work as shown on the final approved Tenant's Plans
(a "Change Order") by delivery of a written request therefor and complete
working drawings showing the proposed change, addition or alteration to
Landlord. Landlord shall not unreasonably withhold its consent to any such
Change Order, provided the requested change does not adversely affect the
Building's structure, systems, equipment, security system or appearance. If
the requested change adversely affects the Building's structure, systems,
equipment, security system or appearance, then Landlord may withhold its
consent to such Change Order in Landlord's sole discretion. Following receipt
of such request, Landlord shall promptly give Tenant a written description of
the changes in such Change Order, if any, required for approval thereof by
Landlord. The standards and conditions of Landlord's approval for Tenant's
Plans shall also apply to Change Orders.

         (b)     "Tenant Delay" shall include, but not be limited to, any
delay in the Rent Commencement Date for each respective floor of the Premises
or in the completion of the Tenant Work or Base Building Work resulting from
(i) a request of Tenant to delay the same, (ii) Tenant's failure to comply
with the provisions of this Work Letter, including failure to provide
information or give approvals within the time periods specified herein and
failure to pay any sums payable by Tenant within the time periods specified
herein, (iii) Tenant's default under


                                       10
<PAGE>

Section 14(c) hereof, (iv) any other act or omission of Tenant, (iv) any
additional time, as reasonably determined by Landlord, required for ordering,
receiving, fabricating and/or installing items of material or other
components of the Tenant Work, including, without limitation, millwork, which
unreasonably delay Substantial Completion of the Tenant Work and which are
not used for construction of Building standard tenant improvement work in the
remainder of the Building, (v) the submission by Tenant of a request for any
Change Order following preparation and approval of the Tenant's Plans, (vi)
any additional time, as reasonably determined by Landlord, required for
implementation of any Change Order with respect to the Tenant Work, or (vii)
any delay caused by Tenant's Space Planner. Notwithstanding the foregoing
provisions of this Section 8(b), a Tenant Delay shall not include any delay
resulting from a Landlord Delay or a Force Majeure Event. In the event that a
Tenant Delay occurs, Tenant shall immediately pay to Landlord as additional
rent the total costs and any expenses occasioned by such delay, including,
without limitation, any costs and expenses attributable to increases in labor
or materials or incurred by Landlord to review and approve a Change Order.
Landlord must give Tenant written notice of claims of Tenant Delay within
five (5) days of the occurrence of the event on which such Tenant Delay claim
is based. If such notice is not provided within the said five (5) day period,
Landlord shall has no right to claim a Tenant Delay for any period prior to
five (5) days prior to the date on which such notice is given.

         (c)     "Landlord Delay" shall be any delay in the completion of the
Tenant Work resulting from (i) a request of Landlord to delay the same, (ii)
Landlord requirement of any Change Order to the Tenant Work following
commencement of the Base Building Work and any additional time required for
implementation of such Change Order, (iii) Landlord's failure to comply with
the provisions of this Work Letter, including failure to provide information
or give approvals within the time periods specified herein and failure to pay
any sums payable by Landlord within the time periods specified herein, (iv)
material and unreasonable interference by Landlord, its agents or contractors
with the completion of the Tenant Work, which interference objectively
precludes construction of Tenant Work in the Premises by any person, or which
interference relates to access by Tenant, its agents and contractors to the
Building and/or the Premises or any Building facilities (including loading
docks and freight elevators) or service (including temporary power and
parking areas) during normal construction hours, or the use thereof during
normal construction hours, (v) Landlord's failure to complete Part I of the
Base Building Work to Tenant by the designated Premises Delivery Date for a
particular floor, or (vi) Landlord's failure to complete Part II of the Base
Building Work to Tenant on or before Landlord's receipt of Tenant's
Architect's certification of Substantial Completion pursuant to Section 5(b)
above. Notwithstanding the foregoing, a Landlord Delay shall not include any
delay resulting from a Tenant Delay or a Force Majeure Event. Tenant must
give Landlord written notice of claims of Landlord Delay within five (5) days
of each day on which such Landlord Delay is claimed to have occurred. If such
notice is not provided within the said five (5) day period, Tenant shall lose
the right to receive a delay of the Term Commencement Date on a particular
floor for such day or days. Notwithstanding anything to the contrary
contained herein, any delay in completion of either Part I or Part II of the
Base Building Work resulting from the failure of Tenant to deliver those
plans required pursuant to Section 2 above within a time period so as not to
impede any design, demolition or construction work to be done by Landlord
shall not be deemed a Landlord Delay


                                       11
<PAGE>

         (d)     "Force Majeure Event" shall mean any delay in the Base
Building Work or the Tenant Work caused directly or indirectly, by reason of
acts of God, governmental restrictions, strikes, labor disturbances,
shortages of materials or supplies or any other cause or event beyond
Landlord's or Tenant's reasonable control. Unless any of the causes or events
listed above permanently renders completion of the Base Building Work or the
Tenant Work on a particular floor in the Premises impossible or
impracticable, however, such cause or event shall only suspend the time for
performance of, and shall not discharge or release the parties from, their
obligations hereunder.

         9.      INDEMNITY.

                 Tenant's indemnity of Landlord as set forth in Section 14
of this Lease shall also apply with respect to any and all costs, losses,
damages, injuries and liabilities related in any way to any act or omission
of Tenant or Tenant's Agents, or anyone directly or indirectly employed by
any of them, or in connection with Tenant's non-payment of any amount arising
out of the Tenant Work and/or Tenant's disapproval of all or any portion of
any request for payment. Such indemnity by Tenant, as set forth in Section 14
of this Lease, shall also apply with respect to any and all costs, losses,
damages, injuries and liabilities related in any way to Landlord's
performance of any ministerial acts reasonably necessary (i) to permit Tenant
to complete the Tenant Work, and (ii) to enable Tenant to obtain any building
permit or certificate of occupancy for the Premises.

         10.     REQUIREMENTS OF TENANT'S AGENTS.

                 Each of Tenant's Agents shall guarantee to Tenant and for
the benefit of Landlord that the portion of the Tenant Work for which it is
responsible shall be free from any defects in workmanship and materials for a
period of not less than one (1) year from the date of completion thereof.
Each of Tenant's Agents shall be responsible for the replacement or repair,
without additional charge, of all work done or furnished in accordance with
its contract that shall become defective within one (1) year after the later
to occur of (i) completion of the work performed by such contractor or
subcontractors and (ii) the Rent Commencement Date for the floor upon which
the work was done. The correction of such work shall include, without
additional charge, all additional expenses and damages incurred in connection
with such removal or replacement of all or any part of the Tenant Work,
and/or the Building and/or common areas that may be damaged or disturbed
thereby. All such warranties or guarantees as to materials or workmanship of
or with respect to the Tenant Work shall be contained in the Contract or
subcontract and shall be written such that such guarantees or warranties
shall inure to the benefit of both Landlord and Tenant, as their respective
interests may appear, and can be directly enforced by either Tenant covenants
to give to Landlord any assignment or other assurances which may be necessary
to effect such right of direct enforcement.

         11.     MEETINGS.

                 Commencing upon mutual execution of the Lease, Tenant shall
hold weekly meetings at a reasonable time with the Contractor regarding the
progress of the preparation of Plans and the construction of the Tenant Work,
which meetings shall be held at a location mutually designated by Landlord
and Tenant, and Landlord and/or its agents shall receive prior


                                       12
<PAGE>

notice of, and shall have the right to attend, all such meetings, and, upon
Landlord's request, certain of Tenant's Agents shall attend such meetings. In
addition, minutes shall be taken at all such meetings, a copy of which
minutes shall be promptly delivered to Landlord. One such meeting each month
shall include the review of Contractor's current request for payment.

         12.     AMERICAN WITH DISABILITIES ACT AND SIMILAR ACTS.

                 Except as set forth in Section 2 of this Work Letter with
respect to the Base Building Work, Tenant shall reimburse Landlord upon
demand for any and all costs incurred by Landlord to comply with the
provisions of the ADA, Title 24 and other similar federal, state and local
laws and regulations, including, without limitation, any alterations required
under the ADA for the purposes of "public accommodations" (as that term is
used in the ADA), and alterations required under the ADA, Title 24 or such
other similar federal, state or local laws and regulations in any other
portion of the floor on which the Premises are located or any other portion
of the Building arising out of Tenant's specific use of the Premises, or any
aspect of Tenant's Work, other than customary ADA upgrades outside of the
Premises required in connection with customary and ordinary general office
uses.

         13.     EARLY ACCESS.

                 Tenant may, with Landlord's written consent which shall be
granted or withheld in Landlord's reasonable discretion, enter the premises
prior to the term commencement date of a particular floor in the premises
solely for the purposes of installing tenant's personal property and
equipment as long as such entry will not interfere with the orderly
construction and completion of the premises. Tenant shall notify Landlord of
its desired time(s) of entry and shall submit for Landlord's approval the
scope of the work to be performed and the name(s) of the contractor(s) who
will perform such work. Tenant shall have all applicable insurance and shall
comply with all building rules and regulations. Tenant hereby indemnifies and
agrees to protect, defend and hold Landlord, Landlord's property manager, any
mortgagee, ground lessor or beneficiary of a deed of trust related to the
premises or the building, and any officers, agents or employees of any
thereof, from and against any claims, liabilities or causes of action
(including claims for worker's compensation) of any nature whatsoever,
together with reasonable attorneys' fees for counsel of Landlord's choice,
arising out of or in connection with such entry onto the premises or the
installation of Tenant's personal property or equipment (including but not
limited to claims of breach of warranty, personal injury or property damage).
Landlord shall have the right, in Landlord's sole and exclusive discretion,
to settle, compromise, or otherwise dispose of any and all such suits, claims
and actions.

         14.     MISCELLANEOUS.

         (a)     Tenant's Representative. Tenant has designated Katherine
Andreasen as its sole representative with respect to the matters set forth in
this Work Letter, who shall have full authority and responsibility to act on
behalf of the Tenant as required in this Work Letter.

         (b)     Landlord's Representative. Landlord has designated Frank
Miskus as its sole representative with respect to the matters set forth in
this Work Letter, who, until further


                                       13

<PAGE>

notice to Tenant, shall have full authority and responsibility to act on
behalf of the Landlord as required in this Work Letter.

          (c)     Tenant's Lease Default. Notwithstanding any provision to
the contrary contained in this Lease, if an event of default as described in
the Lease or this Work Letter has occurred at any time on or before the
Substantial Completion of the Premises, then (i) in addition to all other
rights and remedies granted to Landlord pursuant to the Lease, Landlord shall
have the right to withhold payment of all or any portion of the Tenant
Improvement Allowance and/or Landlord may cause any contractor to cease the
construction of the Premises (in which case, Tenant shall be responsible for
any delay in the Substantial Completion of the Base Building Work and/or the
Tenant Work caused by such work stoppage), and (ii) all other obligations of
Landlord under the terms of this Work Letter shall be suspended until such
time as such default is cured pursuant to the terms of this Lease (in which
case, Tenant shall be responsible for any delay in the Substantial Completion
of the Premises caused by such inaction by Landlord).

          (d)     Merger. Except as expressly set forth in this Work Letter
or in the Lease, Landlord has no other agreement with Tenant and has no other
obligation to do any work or pay any amounts with respect to the Premises.
Any other work in the Premises which may be permitted by Landlord pursuant to
the terms and conditions of the Lease shall be done at Tenant's sole cost and
expense and in accordance with the terms and conditions of the Lease.

          (e)     Applicability of Work Letter. This Work Letter shall not be
deemed applicable to any additional space added to the original 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
thereto in the event of damage or destruction of the Premises, condemnation
of the Premises, or renewal or extension of the initial 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 thereto.

          (f)     Execution in Conjunction with Lease. This Work Letter is
being executed in conjunction with the Lease and is subject to each and every
term and condition thereof, including, without limitation, the limitations of
Landlord's liability set forth therein.


                                       14
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Work Letter on the
respective dates indicated below:

TENANT:                                     LANDLORD:

Xoom.com, Inc., a                           OAIC Bush Street, LLC,
Delaware corporation                        a Delaware limited liability company

By:  /s/ Chris Kitze                        By:      /s/ Gregory Breskin
    ----------------------------                ------------------------------
Name:    Chris Kitze                        Name:        Gregory Breskin
    ----------------------------                ------------------------------
Its:     Chairman                           Its:         Vice President
    ----------------------------                ------------------------------
Date of Execution:  8/9/99                  Date of Execution:   Aug. 9, 1999
                  --------------                               ---------------
By:  /s/ John Harbottle                     By:    /s/ Christine Reich
    ----------------------------                ------------------------------
Name:    John Harbottle                     Name:      Christine Reich
    ----------------------------                ------------------------------
Its:     CFO                                Its:       President
    ----------------------------                ------------------------------


                                       15
<PAGE>

                                   SCHEDULE 1

                          INFORMATION IN THE SPACE PLAN


         1.       Location and type of all partitions.

         2.       Location and type of all doors. Indicate hardware and provide
                  keying schedule.

         3.       Location and type of glass partitions, windows, and doors.
                  Indicate framing and reference full-height partitions.

         4.       Critical dimensions necessary for construction, with
                  indication of required clearances.

         5.       Location and types of all electrical items: outlets,
                  switches, telephone outlets and lighting.

         6.       Location and type of equipment that will require special
                  electrical requirements. Provide manufacturers'
                  specifications for use and operation, including heat output.

         7.       Location, weight per square foot, and description of any
                  heavy equipment or filing system.

         8.       Requirements for special air-conditioning or ventilation.

         9.       Location and type of plumbing.

         10.      Location and type of kitchen equipment.

         11.      Location, type and color of floor covering, wall covering,
                  paint and finishes.

                                 DETAILS SHOWING

         1.       All millwork with verified dimensions of all equipment to be
                  built in.

         2.       Corridor entrance.

         3.       Bracing or support of special walls, glass partitions, etc.,
                  if desired.

                  If not included with the plans, Tenant's engineer will design
all support or bracing required at Tenant's expense.

                             ADDITIONAL INFORMATION

         1.       Provide Landlord with Title 24 energy calculations with
submittal of the Final Plans.




<PAGE>

                                   SCHEDULE 2

                               BASE BUILDING WORK

Landlord and Tenant acknowledge and agree that no Base Building Work will be
required by Landlord in connection with the 19th Floor

PART I

1.       Demolition of the 8th, 9th, 12th, 13th, 20th, 21st and 22nd floor of
         the Premises; provided that, in the event that Tenant initially
         elects a Sublessee Build Out for the 8th and/or 9th Floors pursuant
         to Section 3 of this Lease, Landlord shall not be required to
         perform any demolition work on the 8th and/or 9th Floor; provided
         further that, in the event that Tenant initially elects a Sublessee
         Build Out for the 8th and/or 9th Floors and later elects to proceed
         with the Tenant Build Out pursuant to Section 3 of this Lease,
         Landlord shall have six (6) weeks to complete the demolition on said
         floor.

2.       As set forth in Section 1(d) of this Work Letter, Landlord shall
         remove, encapsulate or perform other maintenance of asbestos which is
         encountered during the construction of Part I of the Base Building
         Work, excluding the 19th Floor, provided that the decision to remove,
         encapsulate or perform other maintenance of such Hazardous Materials
         shall be made at Landlord's sole discretion. Tenant may request
         additional information with respect to asbestos removal through the
         Building management office.

3.       In connection with the 22nd Floor, Landlord shall perform additional
         work under this Part I substantially in accordance with the proposed
         plan set forth on Exhibit A-1 attached hereto (the "22nd Floor
         Proposed Plan") and the loggia window and door treatment conceptual
         plan set forth on Exhibit A-2 attached hereto (the "22nd Floor
         Loggia Window and Door Conceptual Plan").

4.       All exterior windows, transoms and related hardware shall be operable,
         excluding those windows which are permanently sealed.

5.       Landlord shall deliver to Tenant within thirty (30) days of the Lease
         Execution Date, the base Building specifications for the HVAC system.

6.       In connection with the 21st Floor, Landlord shall also demolish the
         existing railing in the former library area.

PART II

1.       Landlord shall provide adequate electrical service, including main
         breakers and transformers, as required, up to maximum of five (5)
         watts per square foot.

2.       Landlord shall provide the main sprinkler loop and branch distribution
         for the Premises on an unoccupied basis.



<PAGE>


3.       The Landlord shall supply the existing HVAC loop on the 8th Floor, 9th
         Floor, 12th Floor and 13th Floor and install the HVAC loop on the 20th
         Floor, 21st Floor and 22nd Floor. Tenant shall be responsible for all
         distribution.

4.       Landlord shall provide the main life safety loop on the 8th, 9th, 12th
         Floor, 13th Floor, 20th Floor, 21st Floor, and 22nd Floor, including
         devices as required for unoccupied space.

5.       A men's restroom and women's restroom on each floor of the Premises,
         excluding the 19th Floor, in a location, with designs and finishes,
         all designated by Landlord in Landlord's sole discretion, shall
         comply with Title 24, and ADA as required by the City of San
         Francisco code.



<PAGE>

                           EXHIBIT A-1 TO SCHEDULE 2

                       DIAGRAM OF 22ND FLOOR PROPOSED PLAN

<PAGE>

                           EXHIBIT A-2 TO SCHEDULE 2

        DIAGRAM OF 22ND FLOOR LOGGIA WINDOW AND DOOR CONCEPTUAL PLAN

<PAGE>


                                   SCHEDULE 3

                           OAIC CONSTRUCTION AGREEMENT

                                [SEE ATTACHED]

<PAGE>

                            CONSTRUCTION AGREEMENT


                                    BETWEEN


OWNER:


                                      AND


CONTRACTOR:


       CONTRACT NO.:


X  ON CALL                                           SINGLE PROJECT
--                                               ---




JOB/LOCATION:                       ON CALL
              ------------------------------------------------------------------


                                       1

<PAGE>

                            CONSTRUCTION AGREEMENT


           PROJECT NAME: ___________________ (if for single project)


     THIS CONSTRUCTION AGREEMENT (this "Agreement"), is made and entered into
as of the ____ day of _________, 1998, by and between __________, a _________
(the "Owner") and _____________, a ________________ (the "Contractor").


     In consideration of the mutual covenants hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:


                                   ARTICLE 1
                              CERTAIN DEFINITIONS


     Capitalized terms which are used in this Agreement and not otherwise
defined in this Agreement shall have the meanings given to such terms in the
General Conditions. Unless otherwise specified, references herein to numbered
articles and paragraphs are to those in this Agreement. This Agreement shall
be referred to throughout the Contract Documents as the "Agreement". The
following terms shall have the meanings set forth below:


                                       2

<PAGE>

     1.1  "COMMENCEMENT DATE" shall mean the earlier of ____(ON CALL)___ or
the date fixed in a Notice to Proceed to be delivered by Owner to Contractor
after the date of this Agreement if this Agreement is for an individual
project or service. If this Agreement if for continuing (on-call) Work (as
defined hereafter) on multiple projects or continuing (on-call) services, the
Commencement Date shall be the date fixed in the job specific Work
Authorization forms delivered by Owner to Contractor after the date of this
Agreement. The Commencement Date shall be the date from which any deadlines
for completion of the Work or portions thereof shall be measured, provided,
however no notice to proceed and no Commencement Date may become effective
until after all applicable permits have been issued unless the Contractor,
any subcontractor, and/or any of their respective agents, representatives,
suppliers or any other person or entity directly or indirectly employed,
utilized and/or controlled by any of them are responsible for obtaining the
applicable permits.

     1.2  "CONTRACT DOCUMENTS" shall mean this Agreement, the General
Conditions, any special, supplementary or other conditions set forth on
EXHIBIT B (collectively, "Special Conditions"), the Drawings, the
Specifications, all Addenda (except portions thereof relating purely to the
bidding form or bidding procedure), all Modifications and all other documents
enumerated on EXHIBIT A attached hereto. The Contract Documents collectively
form the Contract and all are fully a part thereof as if attached to this
Agreement or repeated herein.

     1.3  "CONTRACT SUM" shall mean: As full compensation for Contractor's
performance of its Work (as defined hereafter) under this Agreement, Owner
will pay Contractor in accordance with the terms and conditions of this
Agreement, only the amount authorized in writing in accordance with the basis
of compensation and fees noted below; or as agreed to by Owner and
Contractor. Such compensation shall include all taxes incurred by Contractor
in its performance of its Work:

          ( ) Lump Sum.  The sum of ___________________ Dollars ($            ),


                                       3

<PAGE>

subject to additions and deductions as provided in the Contract Documents.

          ( ) Hourly Rate as set forth in the attached ADDENDUM 1, subject to
additions and deductions as provided in the Contract Documents.

          ( ) In accordance with the fees described in ADDENDUM 1, subject to
additions and deductions as provided in the Contract Documents.

          (X) As detailed on job specific Work Authorization, subject to
additions and deductions as provided in the Contract Documents.

     1.4  "CONTRACT TIME" shall have the meaning ascribed thereto in
Section 5.1 below.

     1.5  "GENERAL CONDITIONS" shall mean the General Conditions of the
Contract for Construction attached hereto as EXHIBIT C.

     1.6  "PROJECT" shall mean for Work at the following location(s):
_______(ON CALL)_______________________________________________________________
unless this Agreement is for continuing (on-call) Work (as defined hereafter)
on multiple project or continuing (on-call) services in which case the
Project shall mean the Work at the locations set forth in the job specific
Work Authorization form.

     1.7  "NATURE OF PROJECT"  this Agreement is for:

          ( ) An individual project or an individual service contract:

                Project or contract name: ________________


                                       4

<PAGE>

                Owner's contract number: _______________

                Owner's assigned job number: ____________

          (X) Continuing (on-call) Work (as defined hereafter) on multiple
projects, or continuing (on-call) services. Each project or request for Work
must be individually described in the job specific Work Authorization on the
Owner approved form, which must include a description of (i) the location(s),
(ii) scope(s) of Work, (iii) timetables (i.e. Commencement Date, Substantial
Completion Dates and Milestone Dates), (iv) basis of compensation, and
(v) Authorization(s) to Proceed on the Owner approved form. The terms and
conditions of the agreement shall apply separately to each project or
service. One or more project(s) or service(s) may be in process at any time,
or during certain periods of time no project or service may be in process.

     1.8  "SUBSTANTIAL COMPLETION DATE" shall be ___(ON CALL)____ if this
Agreement is for an individual project or service. If this Agreement if for
continuing (on-call) Work on multiple project or continuing (on-call)
services, the Substantial Completion Date shall be as set forth in the job
specific Work Authorization form. In either event, the Substantial Completion
Date is subject to adjustment in accordance with the Contract Documents.

     1.9  "WORK" shall mean and include the totality of the obligations
imposed upon the Contractor by this Agreement and by all other provisions of
the Contract Documents, including, without limitation, the structures to be
built, the materials, equipment and supplies to be provided and the labor to
be performed pursuant to the Contract Documents as set forth on Exhibit A
attached hereto which are incorporated herein by reference.


                                       5

<PAGE>

     1.10  "MILESTONE DATES" shall be as set forth on Exhibit D attached
hereto unless this Agreement is for continuing (on-call) Work on multiple
projects or continuing (on-call) services in which case the Milestone Dates
shall be as set forth in the job specific Work Authorization form.

     1.11  "SCHEDULE OF VALUES" shall allocate the entire Contract Sum among
the various portions of the Work, generally following the Uniform
Construction Index (CSI) cost analysis format as set forth on Exhibit J
attached hereto.


                                   ARTICLE 2
                            PERFORMANCE OF THE WORK


     2.1   The Contractor shall fully perform and complete the Work in
compliance with the terms and provisions of the Contract. In connection
therewith, the Contractor shall perform or cause to be performed all actions
and shall provide and pay for all materials, tools, equipment, supplies,
labor and professional and non-professional services, and shall perform all
other acts and supply all other things necessary to fully and properly
perform and complete the Work pursuant to the Contract Documents.

     2.2   The Contractor shall be solely responsible for the construction
means, methods, techniques and procedures utilized to perform and complete
the Work.


                                   ARTICLE 3
                            OWNER'S REPRESENTATIVE


     3.1  The Owner's authorized representative (herein referred to as the
"Owner's Representative") shall be Ken Kuropatkin; provided, however, that
the Owner may, without liability to the Contractor, unilaterally amend this
Article from time to time by designating a


                                       6

<PAGE>

different person or organization to act as its representative and so advising
the Contractor in writing, at which time the person or organization so
designated shall be the Owner's Representative for purposes of the Contract.


                                   ARTICLE 4
                            THE ARCHITECT/ENGINEER


     4.1  The Architect/Engineer for the Project (herein referred to as the
"A/E" or "Architect") is ___(ON CALL)_____, whose mailing address is
_______________, _________________ unless otherwise set forth in the job
specific Work Authorization, if applicable; provided, however, that the Owner
may, without liability to the Contractor, unilaterally amend this Article
from time to time by designating a different person or organization to act as
the A/E and so advising the Contractor in writing, at which time the person
or organization so designated shall be the A/E for the purposes of the
Contract.


                                   ARTICLE 5
                      TIME OF COMMENCEMENT AND COMPLETION


     5.1  The Contractor will commence the Work promptly on the Commencement
Date and shall substantially complete all Work on or before the Substantial
Completion Date (such period of time is herein referred to as the "Contract
Time") and in accordance with such interim milestone dates (herein referred
to as the "Milestones Dates") as may be specified in the Contract Documents.
The Contract Time and such Milestones Dates are of the essence of the
Contract.

     5.2  If any Work is performed by the Contractor prior to the execution
of this Agreement based on receipt of a written Notice to Proceed, all such
Work performed shall be in accordance with and governed by the Contract
Documents.


                                       7

<PAGE>

                                   ARTICLE 6
                                 CONTRACT SUM


     6.1  Provided that the Contractor strictly and completely performs all
of its obligations under the Contract Documents in a timely manner, and
subject only to additions and deductions by Change Order or as otherwise
provided in the General Conditions, the Owner shall pay to the Contractor, at
the times and in the installments hereinafter specified, the Contract Sum, to
cover the Contractor's profit, general overhead and all costs and expenses of
any nature whatsoever (including, without limitation, taxes, labor and
materials), and any increases in said costs and expenses, incurred by the
Contractor in connection with the performance of the Work, all of which costs
and expenses shall be borne solely by the Contractor.


                                   ARTICLE 7
                           APPLICATIONS FOR PAYMENT


     7.1  The Contractor shall, on or before the fifth (5th) day of each
calendar month (the "Payment Application Date"), deliver to the Owner an
Application for Payment in accordance with the provisions of Article 9 of the
General Conditions. Each Application for Payment submitted by the Contractor
shall cover one calendar month, and shall cover a period commencing on the
first day of the previous month and ending on the last day of the previous
month. The Schedule of Values shall be used as a basis for the Contractor's
Applications for Payment and the review thereof by Owner. Each Application
for Payment shall include the Schedule of Values and be further broken down
by facility, labor and material, all as required by the Owner.


                                   ARTICLE 8


                                       8

<PAGE>

                      PROGRESS PAYMENTS AND FINAL PAYMENT
                              OF THE CONTRACT SUM


     8.1    Based on the Contractor's Application for Payment, the Approved
Schedule of Values and the approval of the Application for Payment issued by
the Owner pursuant to Article 9 of the General Conditions, the Owner shall
make monthly payments to the Contractor on account of the Contract Sum. Such
monthly payment shall be made on or before the thirtieth (30th) day after
receipt by the Owner of the Contractor's Application for Payment, and of all
documentation, in proper form, to substantiate the amount owed, whichever is
later; provided, however, that the Owner shall have no obligation to make
payment as aforesaid if Owner withholds approval thereof as permitted under
Subparagraph 9.3.1 of the General Conditions or if the Contractor has not
submitted to the Owner with its Application for Payment all required
documentation. Each such monthly payment shall be in an amount equal to
ninety percent (90%) of the net amount allowed the Contractor for labor,
materials and equipment incorporated or used in the Work through the Payment
Application Date (or suitably stored at the Job Site and verified by material
invoice), as indicated in the Owner's approval of the Application for
Payment, after deducting any sums withheld by the Owner pursuant to the
Contract Documents and the aggregate of all previous payments to the
Contractor on account of the Contract Sum. Upon Substantial Completion of the
Work, as set forth in Subparagraph 1.12 of the General Conditions, the Owner
shall pay to the Contractor an amount necessary to increase the aggregate
payments theretofore made to the Contractor on account of the Contract Sum to
ninety percent (90%) of the Contract Sum, less such retainage as the Owner
shall determine is necessary for all incomplete Work, unsettled claims or
other matters for which the Owner is permitted to withhold under the General
Conditions.

     8.1.1  All monthly payments approved by Owner in accordance with this
Agreement not paid on or before the thirtieth (30th) day after receipt by the
Owner of the Contractor's Application for Payment shall accrue interest at
the rate of Twelve Percent (12%) per year.


                                       9

<PAGE>

     8.2  Final payment, constituting the entire unpaid balance of the
Contract Sum, shall be paid by the Owner to the Contractor within forty-five
(45) days after approval by the Owner of the final Application for Payment in
accordance with the General Conditions; provided, however, that final payment
shall in no event be due unless and until the Contractor shall have complied
with all provisions of the Contract Documents, including those contained in
Subparagraph 9.4.2 of the General Conditions. In addition, defects in the
Work discovered prior to final payment shall be treated as non-conforming
Work and shall be corrected by the Contractor prior to final payment and not
treated as warranty items.


                                   ARTICLE 9
                         CONTRACTOR'S REPRESENTATIONS,
                           WARRANTIES AND COVENANTS


     9.1  The Contractor hereby represents and warrants to the Owner that:

          (a)  Contractor is duly licensed to observe and perform the terms,
     covenants, conditions and other provisions on its part to be observed or
     performed hereunder;

          (b)  Contractor is experienced and skilled in the construction and
     work of the type described in or required by the Contract Documents;

          (c)  All equipment and materials used in connection with the Work
     shall be new (except if otherwise required by the Specifications), and the
     equipment, the materials and the Work shall be in accordance with industry
     standards, free from faults and defects and shall strictly conform to the
     Contract Documents; and


                                       10

<PAGE>

         9.2 The Contractor accepts the contractual relationship established
between Contractor and the Owner. Contractor shall furnish its best skill and
judgment and cooperate with the Owner in furthering the interests of the
Owner. Contractor shall furnish efficient business administration and
superintendence to perform the Work in a workmanlike manner consistent with
industry standards and consistent with the Specifications.

         9.3 Contractor hereby represents, warrants and covenants that (i)
Contractor has provided nothing of material value to any employee, agent or
independent contractor of Owner or any of its affiliates in connection with
this Agreement or any other agreement between Contractor and Owner and (ii)
Contractor shall not at any time provide anything of material value to any
employee, agent or independent contractor of Owner or any of its affiliates
in connection with this Agreement or any other agreement between Contractor
and Owner. Contractor hereby acknowledges and intends that Owner shall rely
upon Contractor's representations, warranties and covenants contained in this
Section, and Contractor shall execute a certificate confirming the foregoing
at Owner's request.

                                   ARTICLE 10
                                   TERMINATION

         10.1 Termination of the Contract by the Owner, with or without
cause, and by the Contractor are provided for in Article 15 of the General
Conditions. If the Owner terminates the Contract pursuant to Paragraph 15.2
of the General Conditions, and the unpaid balance of the Contract Sum exceeds
the costs and expenses incurred by or on behalf of the Owner in finishing the
Work, including compensation for any additional architectural, engineering,
management and administrative services, such excess shall, upon the
completion of the Work, be paid to the Contractor. If such costs exceed such
unpaid balance, the Contractor shall pay the difference to the Owner upon
demand.


                                       11
<PAGE>

                                   ARTICLE 11
                                  MISCELLANEOUS

         11.1 No notice or other communication will be deemed given unless
sent in any of the manners, and to the persons, specified in this Section.
All notices and other communications hereunder will be in writing and will be
deemed given (a) upon receipt if delivered personally (unless subject to
clause (b)) or if mailed by registered or certified mail, (b) at noon on the
date after dispatch if sent by overnight courier or (c) upon the completion
of transmission (which is confirmed by telephone or by a statement generated
by the transmitting machine) if transmitted by telecopy or other means of
facsimile which provides immediate or near immediate transmission to
compatible equipment in the possession of the recipient, in any case to the
parties at the following addresses or telecopy numbers (or at such other
address or telecopy number for a party as will be specified by like notice):

if to Contractor:
                                            Attention:


                                            Telecopy Number: (   )
                                            Confirmation Number: (   )
or if to the Owner:
                                            c/o Ocwen Federal Bank FSB
                                            The Forum, Suite 400
                                            1675 Palm Beach Lakes Boulevard
                                            West Palm Beach, FL 33401
                                            Attention:  William H. Stolberg
                                            Telecopy Number:  561 682-8275
                                            Confirmation Number:  561 682-8182


                                       12
<PAGE>

                                            cc:  Secretary
                                            Telecopy Number:
                                                            -------------------
                                            Confirmation Number:
                                                                ---------------

                cc Owner's Representative:  Compass Management and Leasing, Inc.
                                            1 Front Street, Suite 1200
                                            San Francisco, CA 94111
                                            Attention:
                                            Telecopy Number:
                                            Confirmation Number:

         11.2 Contractor will not use Owner's or any of Owner's affiliates'
names, marks, logos or other designations for any reason (including, without
limitation, advertising, publicity and promotional materials) without Owner's
express prior written consent in each instance, and all such names, marks,
logos and other designations of Owner will at all times be and remain the
sole and exclusive property of Owner. The foregoing notwithstanding,
Contractor will have the right to include representations of the design of
the Project, including photographs of the exterior and interior, among
Contractor's promotional materials. The Owner agrees to provide professional
credit for the Contractor on the construction sign and in the promotional
materials for the Project, if any, in a form chosen by Owner.

         11.3 No payment made under this Agreement shall be conclusive
evidence of the performance of this Agreement by Contractor, either wholly or
in part, and no payment will be construed to be an acceptance of, or to
relieve Contractor of liability for, Contractor's failure to perform its
duties and obligations under this Agreement in accordance with the terms of
this Agreement.


                                       13
<PAGE>

         11.4 This Agreement and the respective rights and obligations of the
parties hereto will be governed and construed in all respects in accordance
with the laws of the state where the Job Site is located, without regard to
its conflicts of laws provisions.

         11.5 Contractor will at all times be an independent contractor and
nothing in this Agreement will at any time be construed so as to create the
relationship of employer and employee, principal and agent, partnership or
joint venture as between Contractor and Owner. Contractor acknowledges that
it will have no authority to bind Owner to any contractual or other
obligation.

         11.6 All rights available to either party under this Agreement, or
allowed it by law or equity, are and will be cumulative and may be exercised
separately or concurrently and from time to time without waiver of any other
remedies. No party hereto will be deemed to waive any right, power or
privilege under this Agreement unless such waiver is expressed in a written
instrument signed by the waiving party. The failure of any party hereto to
enforce any provision of this Agreement will in no way be construed as a
waiver of such provision or a right of such party to thereafter enforce such
provision or any other provision of this Agreement.

         11.7 The Contract constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements, understandings, representations, proposals, discussions and
communications, whether oral or in writing, between the parties with respect
to the subject matter of this Agreement. EXHIBIT A, EXHIBIT B, EXHIBIT C,
EXHIBIT D, EXHIBIT E, EXHIBIT F, EXHIBIT G, EXHIBIT H, EXHIBIT I, EXHIBIT J,
ADDENDUM 1, AND ADDENDUM 2 to this Agreement are each hereby incorporated
into this Agreement in their entirety by this reference.


                                       14
<PAGE>

         11.8 The Contract may not be amended or modified in any manner
except by a written agreement executed by each of the parties hereto.

         11.9 If any provision of the Contract is held to be invalid or
unenforceable for any reason, such provision will be conformed to prevailing
law rather than voided, if possible, in order to achieve the intent of the
parties and, in any event, the remaining provisions of this Agreement will
remain in full force and effect and will be binding upon the parties hereto.

         11.10 This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered will be deemed an original, but
all of which will together constitute one and the same agreement.

         11.11 The enumeration and headings contained in this Agreement are
for convenience of reference only and will not control or affect the meaning
or interpretation of any of the provisions of this Agreement.

         11.12 In its performance of its duties and obligations under the
Contract, Contractor and its employees and subcontractors will at all times
fully comply with all federal, state and local laws, statutes, ordinances,
rules, regulations and orders.

         11.13 THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY
RIGHT WHICH EITHER OR BOTH OF THEM WILL HAVE TO RECEIVE A TRIAL BY JURY WITH
RESPECT TO ANY CLAIMS, CONTROVERSIES OR DISPUTES WHICH WILL ARISE OUT OF THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF. ANY SUCH CLAIMS OR CONTROVERSIES OR
DISPUTES SHALL BE HEARD BY A JUDGE.


                                       15
<PAGE>

         11.14 Unless the context of this Agreement otherwise clearly
requires, (i) references in this Agreement to the plural include the
singular, the singular the plural, the masculine the feminine, the feminine
the masculine and the part the whole and (ii) the word "or" will not be
construed as exclusive and the word "including" will not be construed as
limiting.

         11.15 All employees of Contractor, whether performing their
functions at Contractor's place of business, the Job Site or elsewhere,
shall, at all times, be and remain employees of Contractor and shall not be
employees of Owner. Contractor shall pay all wages, salaries and other
amounts due to its employees who perform on Contractor's behalf under this
Agreement or any other agreement between Owner and Contractor, and Contractor
shall be solely responsible for all reports, payments and other obligations
respecting such employees, including, without limitation, those obligations
relating to social security, income tax withholding, unemployment
compensation and workers' compensation.


                                       16
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed the day and year first above written.

                                   OWNER:


                                   By:    Compass Management and Leasing, Inc.
                                          Its authorized representative
                                   By:
                                          ------------------------------------
                                   Name:
                                          ------------------------------------
                                   Title:
                                          ------------------------------------


                                   CONTRACTOR:

                                   By:
                                          ------------------------------------
                                   Name:
                                          ------------------------------------
                                   Title:
                                          ------------------------------------


                                       17
<PAGE>

                                LIST OF EXHIBITS

<TABLE>
<CAPTION>

      <C>                        <S>
         EXHIBIT A -                List of Contract Documents
         EXHIBIT B -                Special Conditions
         EXHIBIT C -                General Conditions of the Contract for
                                    Construction
         EXHIBIT D -                Milestone Dates
         EXHIBIT E -                Contractor's Guarantee to Owner
         EXHIBIT F -                Payment Bond
         EXHIBIT G -                Performance Bond
         EXHIBIT H -                Change Order Form
         EXHIBIT I -                Project Real Estate - Legal Description
         EXHIBIT J -                Schedule of Values
         ADDENDUM 1 -               Hourly Rate or Fee Schedule, if applicable
         ADDENDUM 2 -               Work Authorization Form
</TABLE>


                                       18
<PAGE>

                                    EXHIBIT A

                           LIST OF CONTRACT DOCUMENTS


                                       19
<PAGE>

                                    EXHIBIT B

                               SPECIAL CONDITIONS


C.  Materials purchased by Owner

Certain Materials specified in the Contract Documents and to be incorporated
into the Work have been purchased by Owner. The cost for loading, transporting
and unloading these Materials at the Project site are included in the Contract
Sum. The list of materials purchased by the Owner is bound within this Agreement
and made apart of the Contract Documents between Owner and Contractor.


                                       20
<PAGE>

                                    EXHIBIT C

                            GENERAL CONDITIONS OF THE
                            CONTRACT FOR CONSTRUCTION


The General Conditions of the Contract for Construction is bound within this
Agreement and made apart of the Contract Documents between Owner and Contractor.


                                       21

<PAGE>

================================================================================

                               GENERAL CONDITIONS



                                     OF THE



                            CONTRACT FOR CONSTRUCTION



================================================================================


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                                       <C>
                                    ARTICLE 1
                                   DEFINITIONS
1.1      The Contract.............................................................................................  1
1.2      The Owner................................................................................................  1
1.3      The Owner's Representative...............................................................................  1
1.4      The Contractor...........................................................................................  1
1.5      Subcontractor; Sub-subcontractor.........................................................................  2
1.6      The Job Site.............................................................................................  2
1.7      Work; Contract Time; Contract Sum........................................................................  2
1.8      Provide..................................................................................................  2
1.9      Plans....................................................................................................  2
1.10     Specifications...........................................................................................  2
1.11     Substantial Completion...................................................................................  2

                                    ARTICLE 2
                             THE CONTRACT DOCUMENTS
2.1      Execution, Intent and Interpretations....................................................................  2
2.2      Copies Furnished, Ownership..............................................................................  3
2.3      No Oral Waiver...........................................................................................  3

                                    ARTICLE 3
                                      OWNER
3.1      Easements................................................................................................  4
3.2      Access...................................................................................................  4

                                    ARTICLE 4
                           THE OWNER'S REPRESENTATIONS
4.1      Contractual Relationships................................................................................  4
4.2      Role.....................................................................................................  4

                                    ARTICLE 5
                                   CONTRACTOR
5.1      Supervision and Construction Procedures..................................................................  4
5.2      Materials and Equipment..................................................................................  5
5.3      Warranty.................................................................................................  5
5.4      Taxes; Fees and Licenses; Royalties and Patents..........................................................  5
5.5      Compliance with Laws.....................................................................................  6
5.6      Tests....................................................................................................  6
5.7      Drawings.................................................................................................  6
5.8      Binders..................................................................................................  7
5.9      Cleaning.................................................................................................  7
5.10     Start Up.................................................................................................  7
5.11     General..................................................................................................  7

                                    ARTICLE 6
                                 SUBCONTRACTORS
6.1      General..................................................................................................  7
6.2      Award of Subcontracts....................................................................................  7
6.3      Subcontractual Relations.................................................................................  7

                                    ARTICLE 7
                               SEPARATE CONTRACTS
7.1      Owner's Right to Award Separate Contracts................................................................  8
7.2      Mutual Responsibility of Contractors.....................................................................  8

                                    ARTICLE 8


                                      ii
<PAGE>

                                      TIME
8.1      Definitions..............................................................................................  9
8.2      Progress and Completion; Scheduling......................................................................  9
8.3      Delays, Extensions of Time and Overtime.................................................................. 10
8.4      Temporary Suspension of Work............................................................................. 12

                                    ARTICLE 9
                             PAYMENTS AND COMPLETION
9.1      Application for Payment; Passage of Title................................................................ 12
9.2      Approvals of Applications for Payment.................................................................... 12
9.3      Payments Withheld; Owner's Right to Make Direct Payments for Work; Failure of Payment.................... 13
9.4      Substantial Completion and Final Payment................................................................. 14
9.5      Beneficial Use and Occupancy; Partial Substantial Completion............................................. 15

                                   ARTICLE 10
                       PROTECTION OF PERSONS AND PROPERTY
10.1     Responsibility for Safety and Health..................................................................... 16
10.2     Protection of Work and Property; Responsibility for Loss................................................. 17
10.3     Emergencies.............................................................................................. 17
10.4     Cleanup.................................................................................................. 18
10.5     Owner's Standards........................................................................................ 18

                                   ARTICLE 11
                                   INSURANCE
11.1     Insurance Provided by Owner.............................................................................. 18
11.2     Contractor's Insurance................................................................................... 18
11.3     Schedule of Insurance Coverages.......................................................................... 19
11.4     Contractors Equipment Policy............................................................................. 20
11.5     Release of Waiver........................................................................................ 20
11.6     Claims Made Policies..................................................................................... 20
11.7     Indemnification.......................................................................................... 21

                                   ARTICLE 12
                               CHANGES IN THE WORK
12.1     Change Orders and Directives............................................................................. 21
12.2     Changes Requiring an Increase in Contract Sum............................................................ 22
12.3     Changes Requiring a Decrease in Contract Sum............................................................. 23
12.4     Disputes Regarding Changes............................................................................... 23
12.5     Audit Rights............................................................................................. 23

                                   ARTICLE 13
                                     CLAIMS
13.1     Claims for Extensions of Contract Time................................................................... 23
13.2     Claims for Increases in Contract Sum..................................................................... 23
13.3     Resolution of Claims..................................................................................... 24
13.4     No Other Claims.......................................................................................... 24
13.5     No Arbitration........................................................................................... 24

                                    ARTICLE 14
                        UNCOVERING AND CORRECTION OF WORK;
                         OWNER'S RIGHT TO CARRY OUT WORK
14.1     Uncovering of Work....................................................................................... 24
14.2     Correction of Work....................................................................................... 24
14.3     Owner's Right to Carry Out Work.......................................................................... 25
14.4     Acceptance of Defective or Non-Conforming Work........................................................... 25


                                   ARTICLE 15


                                      iii
<PAGE>

                             TERMINATION OF CONTRACT
15.1     Termination by Contractor................................................................................ 26
15.2     Termination by Owner for Cause........................................................................... 26
15.3     Termination by Owner Without Cause....................................................................... 27

                                   ARTICLE 16
                            MISCELLANEOUS PROVISIONS
16.1     Governing Law............................................................................................ 27
16.2     Assignability; Successors and Assigns.................................................................... 27
16.3     Performance and Payment Bonds............................................................................ 27
16.4     Union Agreements......................................................................................... 27
16.5     General.................................................................................................. 28
16.6     Immigration Reform Control Act........................................................................... 28
16.7     Attorney's Fees.......................................................................................... 28

</TABLE>


                                      iv
<PAGE>

                            GENERAL CONDITIONS OF THE
                            CONTRACT FOR CONSTRUCTION

                                    ARTICLE 1
                                   DEFINITIONS

The following terms shall have the meanings set forth below in this Article
1. Any terms not otherwise defined in these General Conditions shall have the
meaning given to such terms in the Agreement.

1.1       THE CONTRACT. The Contract for Construction (referred to herein as the
"Contract") is the sum of all Contract Documents. It represents the entire and
integrated agreement between the Owner and the Contractor and supersedes all
prior negotiations, representations, understandings or agreements, either
written or oral. The Contract may be amended or modified only by a Modification.

          1.1.1     CONTRACT DOCUMENTS. The Contract Documents are as defined
          in the Agreement. The Contract Documents do not include bidding
          documents, such as the Advertisement or Invitation to Bid, the
          Instructions to Bidders, sample forms, the Contractor's Bid or
          portions of Addenda relating to and to the extent that they may
          relate to any of the bidding documents or bidding procedure.

          1.1.2     ADDENDUM. An Addendum is a written or graphic instrument
          issued by the Owner prior to the execution of the Agreement which
          sets forth additions, deletions or other revisions to the Contract
          Documents or clarifications thereof.

          1.1.3     MODIFICATION. A Modification is any change or
          modification to the Contract agreed to in writing by Owner and
          Contractor. A Modification may be accomplished by: (a) a Change
          Order; (b) a Directive or (c) any other written amendment to the
          Contract signed by both parties. A Modification may be made only
          after execution of the Agreement. No Directive shall be construed
          as a Change Order or other Modification unless it expressly so
          states.

          1.1.4     CHANGE ORDER. A Change Order is a written Modification
          executed by both parties (except in the event of a unilateral
          Change Order as herein provided) and consisting of additions,
          deletions or other changes to the Contract. A Change Order may be
          accompanied by and/or may identify additional or revised Drawings,
          sketches or other written instructions which become and form part
          of the Contract Documents by virtue of the executed Change Order.
          Except as otherwise provided in Subparagraph 1.1.5, a change in the
          Work, or a change in the Contract Time or the Contract Sum shall
          become the subject of a Change Order.

          1.1.5     DIRECTIVE. A Directive is a written document issued by
          the Owner and consisting of additions, deletions, clarifications or
          other written instructions issued by the Owner with respect to the
          performance of the Work or the activities of the Contractor on the
          Job Site or the property of the Owner. A Directive may include, but
          shall not be limited to, a bulletin, an engineering change or other
          orders or instructions. Directives may become the subject of a
          Change Order, either singularly or collectively. Directives shall
          become the subject of a Change Order if they involve a Change in
          the Work or a change in the Contract Time or the Contract Sum.

1.2       THE OWNER. The Owner is the person or entity identified as such in
the Agreement. The term "Owner", whenever it appears in the Contract
Documents, means the Owner and/or the Owner's Representative acting on behalf
or for the benefit of the Owner (except as otherwise specified in the
Contract Documents or as the context otherwise requires); provided, however,
that with respect to any provisions of the Contract which require the
Contractor to provide insurance for the protection of the Owner or to release
the Owner from, or waive, any claims the Contractor may have against it, the
term "Owner" shall mean the Owner and the Owner's Representative, and the
parent, related, affiliated and subsidiary companies or partnerships of the
Owner (if any) and the officers, directors, shareholders, agents, employees,
partners and assigns of each, and shall, to the extent applicable partners,
include the parent, related, affiliated and subsidiary companies of the
Owner's Representative and the officers, directors, shareholders, agents,
employees and assigns of each.

1.3       THE OWNER'S REPRESENTATIVE. The Owner's Representative is the
person or entity designated from time to time by the Owner to act as its
representative as identified in Article 3 of the Agreement or the most
current Modification thereto.

1.4      THE CONTRACTOR. The Contractor is the person or entity identified as
such in the Agreement. The Contractor shall so designate a sufficient number
of Project representatives that there shall be at least one authorized


                                      1
<PAGE>

representative on the Job Site at all times during which the Work is being
performed including, without limitation, a project manager (herein referred
to as the "Project Manager") who shall at all times have authority to act (in
all capacities necessary for the Work) for and bind the Contractor.

1.5       SUBCONTRACTOR; SUB-SUBCONTRACTOR.

          1.5.1     A Subcontractor is a person or entity having a direct
          contract with the Contractor to perform any of the Work at the Job
          Site or to supply any materials or equipment to be incorporated in,
          or utilized in connection with, the Work.

          1.5.2     A Sub-subcontractor is a person or organization having a
          direct or indirect contract (on any tier) with a Subcontractor to
          perform any of the Work at the Job Site or to supply any materials
          or equipment to be incorporated in, or utilized in connection with,
          the Work.

1.6       JOB SITE. The Job Site shall mean the area in which the Work is to
be performed and such other areas as may be designated by the Owner for the
storage of the Contractor's materials and equipment.

1.7       WORK; CONTRACT TIME; CONTRACT SUM. The Work, the Contract Time and
the Contract Sum are as defined in the Agreement.

1.8       PROVIDE. Except as the context otherwise requires, the term
"provide" means to furnish, fabricate, complete, deliver, install and erect,
including all labor, materials, equipment, apparatus, appurtenances and
expenses necessary to complete in place, ready for operation or use under the
terms of the Specifications.

1.9       PLANS  Wherever the words "Plan" or "Plans" are used in the Contract
Documents, they shall be construed as having the same meaning as Drawing or
Drawings (as referred to in the Agreement).

1.10      SPECIFICATIONS. The Specifications shall include those referred to
in the Agreement.

1.11      SUBSTANTIAL COMPLETION. Substantial Completion shall occur when
Owner, in Owner's reasonable discretion, certifies that all construction is
sufficiently complete in accordance with the Contract Documents so that the
Owner may, if it so elects, occupy and use the Work or designated portion
thereof for the purpose for which it was intended.


                               ARTICLE 2
                        THE CONTRACT DOCUMENTS

2.1       EXECUTION, INTENT AND INTERPRETATIONS

          2.1.1     The Contractor warrants and represents that, in executing
          the Agreement and undertaking the Work, it has not relied upon any
          oral inducement or representation by the Owner, the Owner's
          Representative or any of their officers or agents as to the nature
          of the Work, the Job Site, the Project conditions or otherwise.

          2.1.2     Execution of the Contract by the Contractor is a
          representation by the Contractor that the Contact Documents are
          sufficient to have enabled the Contractor to determine the cost of
          the Work described therein and that the Contract Documents are
          sufficient to enable Contractor to construct the Work described
          therein, and otherwise to fulfill all of its obligations hereunder,
          including, but not limited to, Contractor's obligation to construct
          the Work for an amount not in excess of the Contract Sum on or
          before the date(s) of Substantial Completion for the Work or
          designated portion(s) thereof established in the Agreement.

               The Contractor further acknowledges and declares that it has
          visited and, as an experienced and prudent contractor, carefully
          examined the Job Site, including all existing structures, and is
          fully familiar with all of the conditions thereon affecting the
          same. In connection therewith, Contractor specifically represents
          and warrants to Owner that it has, by careful examination,
          satisfied itself as to: (a) the nature, location, and character of
          the Project and the Job Site, including the conditions of the Job
          Site and all structures and obstructions thereon, both natural and
          man-made; (b) the nature, location, and character of the general
          area in which the Project is located, including its climatic
          conditions, available labor supply and labor costs, and available
          equipment supply and equipment costs; and (c) the quality and
          quantity of all materials, supplies, tools, equipment, labor, and
          professional services necessary to complete the Work in the manner
          and within the cost and time frame required by the Contract
          Documents.

               The Contractor further acknowledges that it shall be solely
          responsible for understanding the location of subsurface lines,
          cables, pipes and water as well as the conditions and
          characteristics of all subsoils based upon a careful review, as a
          prudent and experienced Contractor, of reports as


                                      2
<PAGE>

          provided by professionals affiliated with the Project, and that it
          has made all reasonable interpretations, as an experienced and
          prudent Contractor, of such reports, in combination with a review
          of the Job Site conditions, to complete the Work as per the
          Contract Documents.

               In connection with the foregoing, and having carefully
          examined all Contract Documents, as aforesaid, and having visited
          the Job Site, the Contractor acknowledges and declares that it has
          no knowledge of any discrepancies, omissions, ambiguities, or
          conflicts in said Contract Documents and that if it becomes aware
          of any such discrepancies, omissions, ambiguities, or conflicts, it
          will promptly notify Owner and Architect of such matters.

               Further, Contractor recognizes that care is required under
          urban site construction circumstances with respect to safety,
          protection of pedestrians, cleanliness of the site, health and
          other laws, and protection of existing utilities, adjacent streets
          and property. In arriving at the Contract Sum and the Contract
          Time, Contractor has, as an experienced and prudent contractor,
          exercised its best judgment and expertise to include the impact of
          such circumstances upon the Contract Sum and the Contract Time.

          2.1.3     The Contract Documents include all items necessary for the
          proper execution and completion of the Work by the Contractor. The
          Work shall consist of all items specifically included in the
          Contract Documents as well as additional items of work which an
          experienced and prudent contractor would include along with that
          which is specified in order to complete the Work in accordance with
          the Contract Documents. The Contract Documents are complementary,
          and what is required by any one Contract Document shall be as
          binding as if required by all. Contractor acknowledges that any
          differences between the requirements of the Drawings and the
          Specifications or any differences noted within the Drawings
          themselves or within the Specifications themselves and have been
          referred to the Owner and Architect by Contractor prior to the
          submission of bids and have been clarified to the  satisfaction of
          the Contractor. If any such differences or conflicts were not
          called to the Owner's and Architect's attention prior to submission
          of bids, the Architect and/or the Owner shall decide which of the
          conflicting requirements will govern based upon the most stringent
          of the requirements, and, subject to the approval of the Owner, the
          Contractor shall perform the Work at no additional cost and/or time
          to the Owner in accordance with the Architect's and/or Owner's
          decision. Subject to confirmation or approval by the Owner, large
          scale Drawings take precedence over smaller scaled Drawings,
          figured dimensions on the Drawings take precedence over scaled
          dimensions, and noted items on the Drawings take precedence over
          graphic representations.

          2.1.4     All discrepancies and ambiguities in the Contract
          Documents shall be interpreted so as to result in quality and
          complete performance. Where variances occur between the drawings
          and the specifications or within either document itself, or between
          Contract Documents and site conditions, they shall be brought, in
          writing to the immediate attention of the Architect and the Owner.
          In case of discrepancies between Contract Documents, the Contractor
          shall secure written instructions from the Architect and the Owner
          before proceeding with the Work affected by omissions or
          discrepancies. The Contractor shall assume full responsibility for
          proceeding with such work without approval from the Architect and
          the Owner including, but not limited to, the duty to remove such
          work and correct any consequences of such removal.

          2.1.5     When more than one material, brand or process is
          specified for a particular item of Work, the choice shall be the
          Contractor's. Contractor may, after notifying the Architect and
          Owner, select the one it considers to be the best. Approval by
          Architect or Owner of materials, suppliers, processes or
          Subcontractors does not imply a waiver of any Contract requirements
          including, without limitation, Contractor's warranty.

2.2       COPIES FURNISHED; OWNERSHIP. All Contract Documents and copies
thereof furnished by the Owner or the Owner's Representative are and shall
remain the Owner's property. They are not to be published or used by the
Contractor on any other project and, with the exception of one complete set
for the Contractor, are to be returned to the Owner upon completion of the
Work.

2.3       NO ORAL WAIVER. The provisions of this Contract cannot be amended,
modified, varied or waived in any respect except by a Modification signed by
the Owner and the Contractor. The Contractor is hereby given notice that no
person has authority to orally waive, or to release the Contractor from, any
of the Contractor's duties or obligations under or arising out of this
Contract. Any waiver, approval or consent granted to the Contractor shall be
limited to those matters specifically and expressly stated thereby to be
waived, approved or consented to and shall not relieve the Contractor of the
obligation to obtain any future waiver, approval or consent. Despite any
prior waiver, approval or consent as to any particular matter, the


                                      3
<PAGE>

Owner may at any time require strict compliance with the Contract Documents
as to any succeeding obligation respecting the same matter or as to any other
matter.

                                  ARTICLE 3
                                    OWNER

3.1       EASEMENTS. The Owner shall obtain and pay for any easements
required for permanent structures.

3.2       ACCESS  The Owner A/E, and governmental inspectors, shall at all
times have access to the Work at each and every stage of preparation and
progress. The Contractor shall provide facilities for such access.


                                  ARTICLE 4
                         THE OWNER'S REPRESENTATIONS

4.1       CONTRACTUAL RELATIONSHIPS. Nothing contained in the Contract
Documents shall create any contractual relationship between the Owner's
Representative and the Contractor; provided, however, that the Owner's
Representative shall be deemed to be a third party beneficiary of those
obligations of the Contractor to the Owner's Representative as imposed by the
Contract Documents, (including, but not limited to, the Owner's
Representative's rights pursuant to Paragraph 7.2 and Articles 10 and 11 of
these General Conditions).

4.2       ROLE  Except as otherwise provided in the Contract Documents, and
until the Contractor is notified in writing to the contrary, all actions to
be taken by, all approvals, notices, consents, directions and instructions to
be given by, all notices and other matters to be delivered to, all
determinations and decisions to be made by and, in general, all other action
to be taken by, or given to, the Owner shall be taken, given and made by, or
delivered or given to, the Owner's Representative in the name of and on
behalf of the Owner; provided, however, that the Owner (and not the Owner's
Representative) shall be solely obligated to the Contractor for all sums
required to be paid by the Owner to the Contractor hereunder. If the Owner's
Representative is an organization, then it shall, in turn, act through such
person or persons as it may designate in writing from time to time. Only
those so designated are authorized to grant on behalf of the Owner any
approval, consent or waiver with respect to the Contract Documents or the
Work, or to otherwise act for the Owner in any capacity whatsoever.


                              ARTICLE 5
                             CONTRACTOR

5.1       SUPERVISION AND CONSTRUCTION PROCEDURES

          5.1.1     The Contractor shall supervise and direct the Work using
          its best skill and attention. The Contractor shall be solely
          responsible for all construction means, methods, techniques,
          sequences, coordination, scheduling (subject to Article 8) and
          procedures for all cleanup and for all safety and weather
          precautions and programs in connection with the Work.

          5.1.2     The superintendent and project manager selected by the
          Contractor shall be subject to Owner's approval, which approval
          will not be unreasonably denied, and shall be approved in writing
          by Owner. If, for any reason and at any time, the services of the
          superintendent and/or project manager selected by Contractor and
          approved by Owner are no longer available, then the Contractor
          shall not select a substitute superintendent and/or project manager
          without the prior written consent of the Owner in accordance with
          this paragraph.

          5.1.3     The Contractor shall be fully responsible to the Owner
          for the acts and omissions of its employees and of all
          Subcontractors and Sub-subcontractors and their agents and
          employees, and all other persons performing any of the Work in the
          same manner as if they were the acts and omissions of persons
          directly employed by the Contractor.

          5.1.4     The Contractor shall not be relieved of its obligations
          to perform the Work in accordance with the Contract Documents
          either by the activities or duties of the Owner in its
          administration of the Contract, including any inspections or tests
          required or performed under Paragraph 5.6, or by approvals or other
          similar

                                      4
<PAGE>

          action with regard to shop drawings or submittals (of any type), or
          by the activities of persons other than the Contractor with respect
          to the Project. Further, notwithstanding the fact that a dispute,
          controversy or other question may have arisen between the parties
          hereto relating to the execution or progress of the Work,  the
          interpretation of the Contract Documents, the payment of any
          monies, the delivery of any materials or any other matter
          whatsoever, the Contractor shall not be relieved of its obligations
          to pursue the Work diligently under the Contract Documents pending
          the determination of such dispute, controversy or other question.

5.1.5     The Contractor shall establish and maintain bench marks and all
          other grades, lines and levels necessary for the Work, report
          errors and inconsistencies to the Owner and A/E before commencing
          Work, and, if applicable, review the placement of the building(s)
          and permanent facilities on the Job Site with the Owner and A/E
          after all lines are staked out and before foundation Work is
          started. Any encroachments made by Contractor or its Subcontractors
          or Sub-subcontractors (of any tier) on adjacent properties due to
          construction as revealed by an improvement or other survey shall be
          the sole responsibility of the Contractor (except for encroachments
          arising from errors and omissions in the Contract Documents not
          reasonably discoverable by Contractor), and Contractor shall
          correct such encroachments within thirty (30) days of the
          improvement survey (or as soon thereafter as reasonably possible),
          at Contractor's sole cost and expense, either by the removal of the
          encroachment (and subsequent reconstruction on the Project site) or
          agreement with the adjacent property owner(s) (in form and
          substance satisfactory to Owner in its sole discretion) allowing
          the encroachments to remain.

5.2       MATERIALS AND EQUIPMENT.

          5.2.1     The Contractor shall submit to Owner, in a form
          acceptable to Owner, a submittal log which will outline the
          requirements of each submittal of materials or equipment by the
          architectural division breakdown, including status dates of
          delivery of such materials or equipment.

          5.2.2     Materials shall conform to manufacturer's standards in
          effect at the date of execution of the Agreement and shall be
          installed in strict accordance with manufacturer's directions. The
          Contractor shall, reasonably require by Owner or Architect, furnish
          satisfactory evidence as to the kind and quality of all materials.
          After the Contract Documents are executed, if it becomes necessary
          for the Contractor to substitute a material or product of a
          different brand or manufacturer in lieu of that specified,
          Contractor shall submit a written request to the owner for approval
          of such proposed substitutions. Each request for substitution shall
          be accompanied by complete descriptive literature and performance
          data upon the specified item and the proposed substitution, plus
          any samples as may be required by the Owner. Each proposed
          substitution shall require the written approval of the Owner before
          its incorporation into the Work, which shall not constitute
          authorization or approval of a change in the Contract Sum or
          Contract Time. The Contractor shall submit requests for
          substitution as soon as practicable after the need for the
          substitution is determined to allow for adequate consideration of
          such request and to minimize delay in the progress of the Work.

5.3       WARRANTY. The Contractor represents and warrants to the Owner that
all materials and equipment furnished under the Contract shall be new unless
otherwise specified, and that all Work shall be (i) of good quality, free
from faults and defects, and (ii) in conformance with the Contract Documents.
All Work not so conforming to these standards shall be considered defective.
This warranty is not limited by the provisions of Paragraph 14.2 of these
General Conditions or Article 9 of the Agreement. All warranties and
guarantees from Subcontractors or Sub-subcontractors (including
manufacturers) shall be assignable to the Owner regardless of whether it is
so stated therein, and the Contractor agrees to assign all such warranties
and guarantees to the Owner and deliver them pursuant to Subparagraph 9.4.2.
The Contractor's obligations under this Paragraph shall survive the
expiration or sooner termination of the Contract.

5.4       TAXES; FEES AND LICENSES; ROYALTIES AND PATENTS.

          5.4.1     The Contractor shall pay, or cause to be paid, all import
          duties and sales, consumer, use, excise, value added and ad valorem
          taxes required to be paid in connection with the Work or upon
          materials, tools or equipment brought to the Job Site or used in
          the Work. If any of the foregoing taxes are not paid in a timely
          manner, the Owner may withhold the amount of any such taxes from
          any amounts owing to the Contractor under the Contract Documents,
          submit the amount so withheld to the appropriate taxing authority
          on behalf of the Contractor or its Subcontractors or
          Sub-subcontractors and offset said amount against the Contract Sum.

          5.4.2     The Contractor shall secure and pay for all governmental
          fees, permits and licenses which


                                      5
<PAGE>

          the Owner is not specifically required to provide and pay for under
          the Contract Documents. The Contractor shall secure and pay for all
          temporary utility connection required to perform the Work,
          including, without limitation, electrical power, gas and water.

          5.4.3     The Contractor shall pay all royalties and license fees
          incident to the use of any invention, design, process or device
          which is the subject of patent rights, copyrights or other
          proprietary rights held by others, all of which shall be deemed
          included in the Contract Sum. The Contractor shall not unlawfully
          use or install any patented or copyrighted article and shall
          indemnify the Owner from and against any and all actions, suits,
          judgments, losses, costs or expenses, including attorneys' fees,
          arising out of any claims for infringement of, or otherwise related
          to, any patent rights or copyrights. In the event of any injunction
          or legal action arising out of any such infringement which has the
          effect of delaying the Work, the Owner may require the Contractor
          to substitute such other articles of like kind as will make it
          possible to proceed with and complete the Work, and all costs and
          expenses occasioned thereby shall be borne by the Contractor.

5.5       COMPLIANCE WITH LAWS. The Contractor shall, at its cost and
expense, comply with each and every federal, state and local law, ordinance,
code, rule and regulation, as well as the lawful order or decree of any
public or quasi-public authority, bearing on the performance and not the
design (unless Contractor, any Subcontractor, and/or any of their respective
agents, representatives, suppliers or any other person or entity directly or
indirectly employed, utilized and/or controlled by any of them prepared the
design)of the Work specifically including, but not limited to, those
specified in Subparagraph 10.1.2 and all applicable building codes. The
Contractor shall review the Contract Documents, as an experienced and prudent
contractor, in order to determine whether they are in accordance with all
building laws, codes and regulations. Contractor shall immediately provide
written notice to Architect and Owner of any building laws, codes or
regulations that the Contract Documents are in violation of and that
Contractor knows of or should, as an experienced and prudent contractor, know
of. The Contractor shall not violate any zoning, set back or other location
requirements of law, or of any recorded covenants. If Contractor performs the
Work or any portion thereof in violation of any laws, statutes, ordinances,
building codes or rules and regulations without express prior written
approval from Architect and Owner, Contractor shall be fully and solely
responsible for such Work and all costs and expenses attributable thereto.

5.6       TESTS

          5.6.1     If the Contract Documents, or any laws, ordinances,
          rules, regulations or any orders or decrease of any public or
          quasi-public authority having jurisdiction, or common practice in
          the industry, require or dictate that the Contractor have any
          portion of the Work inspected, tested or approved, the Contractor
          shall advise the Owner in a timely manner (in writing, if
          practicable) of its readiness and of the date arranged so that the
          Owner may observe such inspection, testing or approval. The
          Contractor shall bear all costs of such inspections, tests and
          approvals except as otherwise specified in the Contract Documents.

          5.6.2     The Owner may require any special inspection, testing or
          approval of the Work not included under Subparagraph 5.7.1, or any
          more stringent inspection, testing or approval thereof, in which
          event it shall instruct the Contractor to order such inspection,
          testing or approval, and the Contractor shall advise the Owner in a
          timely manner (in writing, if practicable) as in Subparagraph
          5.7.1. If such inspection or testing reveals any failure of the
          Work or the performance thereof to comply with the requirements of
          the Contract Documents, or reveals any defect in the Work, the
          Contractor shall bear the costs of such inspection or testing and
          all costs to correct the Work to the satisfaction of the Owner,
          which, if incurred by the Owner, may be deducted or offset by the
          Owner against any amounts then or thereafter due to the Contractor.
          If such inspection or testing proves that the Work was performed
          properly, the Owner shall bear the costs of such inspection or
          testing.

          5.6.3     Required certificates of inspection, testing or approval
          shall be secured by the Contractor and promptly delivered by it to
          the Owner.

5.7       DRAWINGS. Shop Drawings for architectural, structural, mechanical
and electrical work shall be submitted for approval to the A/E and a copy of
all such submissions shall be provided simultaneously to the Owner.
Contractor shall maintain an accurate record of all deviations from the
approved shop Drawings and the Plans and the Specifications which occur in
the Work as actually constructed, and shall submit to the A/E for approval
two (2) sets (one to be reproducible) of complete information, including
descriptions, drawings, sketches, marked prints and similar data, indicating
the "as-built" conditions. Contractor shall keep "record" and shop drawings
up to date as the Work progresses and shall at all times keep such up-to-date
drawings available to Owner and A/E at the Work site. Submission of all
"record" drawings to Owner is required prior to Contractor's Application for
Final Payment.


                                      6
<PAGE>

5.8   BINDERS. The Contractor shall assemble for approval by the A/E and the
Owner three (3) complete copies in loose leaf binders of all operating and
maintenance data for all equipment and machinery, if any, installed as a part
of the Work.

5.9   CLEANING. The Contractor shall be responsible for damaged or broken
glass and at completion of the Work shall replace such damaged or broken
glass. The Contractor shall perform the following final cleaning at
completion of the Work, as applicable: (a) removal of all temporary
protections; (b) removal of all marks, stains, fingerprints and other soil or
dirt from all surfaces and other work; (c) removal of all spots, mortar,
plaster, soil and paint from ceramic tile, marble, and other finish materials
and from all surfaces and other work; (d) cleaning of all fixtures,
cabinetwork and equipment, removal of all stains, paint, dirt, and dust and
leave same in an undamaged and new condition; and (e) cleaning of all
surfaces and other work in accordance with recommendations of the
manufacturer.

5.10   START UP. After Substantial Completion, the Contractor shall perform
or assist Owner in the start-up of all Equipment and other mechanical
operations and systems included as a part of the Work.

5.11   GENERAL. The duties and responsibilities of the Contractor as set
forth in this Article 5 are in addition to, and not in lieu of, other duties
and responsibilities of the Contractor enumerated elsewhere in the Contract
Documents.


                                    ARTICLE 6
                                 SUBCONTRACTORS


6.1   GENERAL. Nothing contained in the Contract Documents shall create any
contractual relationship between the Owner or the Owner's Representative and
any Subcontractor or Sub-subcontractor. However, it is acknowledged that the
Owner and Owner's Representative are intended third party beneficiaries of
the obligations of the Subcontractors and Sub-subcontractors related to the
Work and the Project.

6.2   AWARD OF SUBCONTRACTS. The Contractor shall, prior to awarding any
subcontract, notify the Owner in writing of the names of all Subcontractors
proposed for the several parts of the Work and shall include with any such
notice the completed insurance information form and any insurance
certificates required by this Contract for any proposed Subcontractor. The
Owner may also require such lists and information regarding any proposed
Sub-subcontractors. The Contractor shall also advise the Owner in writing of
any Subcontractor or Sub-subcontractor with which it shares any business
relationship or financial interest, and of the nature and extent of any such
relationship or interest. No Subcontractor or Sub-subcontractor shall be
engaged if objected to by the Owner; provided, however, that if the Owner
does not take exception to a Subcontractor or Sub-subcontractor in writing
within fifteen (15) days of its receipt of such notification, such
Subcontractor or Sub-subcontractor shall be deemed acceptable to the Owner.
The Owner shall not be liable to the Contractor in any manner arising out of
the Owner's objection to a proposed Subcontractor or Sub-subcontractor. The
Contractor shall not terminate the employment of a Subcontractor or
Sub-subcontractor engaged in the Work prior to the expiration of that
subcontract without good cause shown and the Owner's prior approval after
reasonable notice of the Contractor's intent to so terminate. If any
Subcontractor withdraws, becomes insolvent or otherwise incapacitated,
abandons the Work or is dismissed by Contractor, then Contractor shall
promptly submit a substitute Subcontractor to Owner for Owner's approval,
which approval shall not be unreasonably withheld. If Owner rejects any
proposed substitute Subcontractor, Owner will provide Contractor with Owner's
reason for such rejection. All costs incurred by Contractor in replacing any
Subcontractor shall be borne by Contractor. The Contractor shall provide the
Owner with copies of each subcontract with the subcontractor within ten (10)
days after execution of the subcontract by the Contractor. If the Owner
provides Contractor with a list of pre-approved Subcontractors prior to bid,
the Owner may elect to reject a listed Subcontractor and that portion of the
Contractor's bid relating thereto. In that event, Owner shall be liable for
the difference in cost between the bid of the original Subcontractor and that
of the Subcontractor hired to perform the Work. If the Owner provides no such
pre-approved list, Owner may elect to reject any Subcontractor proposed by
Contractor and shall be liable for the difference in cost between the bid of
the originally proposed Subcontractor and that of the Subcontractor hired to
perform the work only if Owner's rejection is unreasonable or arbitrary.

6.3   SUBCONTRACTUAL RELATIONS.

      6.3.1   All subcontracts and sub-subcontracts shall be in writing.
      Each subcontract and sub-subcontract shall contain a reference to
      this Contract and shall incorporate the terms and conditions hereof
      to the full extent applicable to the portion of the Work covered
      thereby. Each Subcontractor must agree, for the benefit of the
      Owner, to be bound by, and to require each of its Sub-subcontractors
      to be bound by, such terms and conditions to the full extent
      applicable to its portion of the Work. In addition, each

                                      7
<PAGE>

      Subcontract and sub-subcontract must: (i) require that the Work
      be performed in strict accordance with the requirements of the
      Contract Documents; (ii) waive all rights that the
      subcontractor or sub-subcontractor may have against the Owner for
      damages caused by fire or other perils covered by the property
      insurance required by the Contract Documents; (iii)
      require the subcontractor or sub-subcontractor to carry and
      maintain insurance of the types and in the amounts required of
      Contractor by the Contract; (iv) require the subcontractor or
      sub-subcontractor to furnish such certificates and waivers as the
      Owner, any lender or title insurer may reasonably request,
      including waivers of mechanics', labor and materialmens' lien
      rights to the extent permitted by law; and (v) provide that the
      subcontract is freely assignable by Contractor to Owner and its
      assigns.

      6.3.2    Each subcontract awarded hereunder by Contractor is hereby
      assigned by Contractor to Owner; provided, however, that such
      assignment is effective only after termination of the Contract by
      Owner (in whole or in part) and only as to those subcontracts
      which the Owner affirmatively accepts by notifying the
      Subcontractor in writing. Upon the acceptance of a particular
      subcontract by Owner, (i) Contractor will promptly furnish to Owner
      the original signed copy of the subcontract and (ii) Owner
      shall only be required to compensate the designated Subcontractor
      for compensation accruing for Work done or materials delivered
      from and after the date on which Owner accepts the Subcontract.
      Contractor shall be solely responsible for promptly paying all sums
      due and owing by Contractor to the designated Subcontractor for
      work performed or material supplied prior to Owner's acceptance of
      the applicable Subcontract.

      6.3.3    Contractor shall be solely and fully responsible for the
      payment of all Subcontractors and all other persons or entities
      directly or indirectly employed by the Contractor, whether or not
      such persons or entities are entitled to assert mechanics' lien,
      equitable lien or labor and materialmens' lien rights against the
      property of Owner or the Work. If Contractor fails to make payment
      to any Subcontractors, Owner will have the right to make payment
      directly to such subcontractors for the amount claimed to be due by
      such party, and the amount of any such payment may be charged to
      Contractor (which Contractor will promptly pay) or deducted from the
      amount due or to become due contractor under the Contract.


                                    ARTICLE 7
                               SEPARATE CONTRACTS


7.1   OWNER'S RIGHT TO AWARD SEPARATE CONTRACTS. The Owner reserves the right
to award other contracts in connection with the Project or other work on the
Job Site on any terms and conditions which the Owner may from time to time
determine in its sole discretion (hereinafter referred to as "Separate
Contracts"; and such other Contractors are hereinafter referred to as
"Separate Contractors").

7.2   MUTUAL RESPONSIBILITY OF CONTRACTORS.

      7.2.1    The Contractor shall afford all Separate Contractors and the
      Owner reasonable opportunity for the introduction and storage of their
      materials and equipment and for the execution of their work and shall
      properly cooperate, connect and coordinate the Work with such other work
      as shall be in the best interest of the Project as reasonably determined
      by the Owner.

      7.2.2    If the execution or result of any part of the Work depends upon
      any work of the Owner or of any Separate Contractor, the Contractor
      shall, prior to proceeding with the Work, inspect and promptly
      report to the Owner in writing any apparent discrepancies or
      defects in such work of the Owner or of any Separate Contractor
      that render it unsuitable for the proper execution or result
      of any part of the Work. Failure of the Contractor to so inspect
      and report shall constitute an acceptance of the Owner's or
      Separate Contractor's work as fit and proper to receive the Work,
      except as to defects which may develop in the Owner's or Separate
      Contractor's work after completion of the Work and which the
      Contractor could not have discovered by its inspection prior to the
      completion of the Work.

      7.2.3    Should the Contractor cause damage to the work or property of the
      Owner or of any Separate Contractor on the Project, or to other work
      on the Job Site, or delay or interfere with the Owner's or any
      Separate Contractor's work, the Contractor shall be liable for the
      same; and, in the case of a Separate Contractor, the Contractor
      shall attempt to settle said claim with such Separate Contractor
      prior to such Separate

                                      8
<PAGE>

      Contractor's institution of litigation or other proceedings against
      the Contractor. If so requested by the parties to the dispute, the
      Owner may, but shall not be obligated to, arbitrate the dispute, in
      which event the decision of the Owner shall be final and binding on
      the parties to the dispute.

      7.2.4    Should any Separate Contractor cause damage to the Work or to
      the property of the Contractor or cause delay or interference with the
      Contractor's performance of the Work, the  Contractor shall present to
      such Separate Contractor any claims it may have as a result of such
      damage, delay or interference (with an information copy to the
      Owner) and shall attempt to settle its claim against such Separate
      Contractor prior to the institution of litigation or other
      proceedings against said such Separate Contractor. If so requested by
      the parties to the dispute, the Owner may, but shall not be obligated to,
      arbitrate the dispute, in which event the decision of the Owner shall be
      final and binding on the parties to the dispute. In no event shall the
      Contractor seek to recover from the Owner or the Owner's Representative,
      and the Contractor hereby represents that it will not seek to recover
      from them, any costs, expenses or losses incurred by the Contractor as a
      result of any damage to the Work or property of the Contractor or any
      delay or interference caused or allegedly caused by any Separate
      Contractor.

      7.2.5     If a dispute arises between the Contractor and any Separate
      Contractors as to the responsibility for cleaning as required by the
      Contract Documents, the Owner may clean and charge the cost thereof to
      the responsible contractor, or apportion it among the several responsible
      contractors, as the Owner shall reasonably determine to be just.


                                    ARTICLE 8
                                      TIME


8.1      DEFINITIONS.

         8.1.1    Whenever the word "day" is used in the Contract Documents, it
         shall mean a calendar day unless otherwise specifically provided.

8.2      PROGRESS AND COMPLETION; SCHEDULING.

         8.2.1    All times and dates stated in the Contract Documents
         including, without limitation, the Commencement Date, Milestone Dates,
         the Substantial Completion Date, and all dates and times for the
         delivery and installation of materials and equipment, are of the
         essence of the Contract.

         8.2.2    The Contractor shall begin the Work on the Commencement Date
         and shall perform the Work diligently, expeditiously and with adequate
         resources so as to meet all Milestones and complete all the Work within
         the Contract Time. The scheduling of the Work shall be performed and
         monitored by the Contractor utilizing a reasonable method to be chosen
         by the Owner. The Contractor (and its Subcontractors, if the Owner
         requires) shall prepare a construction time schedule (the "Schedule")
         setting forth the times by which each significant segment of the Work
         must be commenced and completed and the schedule pursuant to which the
         Work must be performed in order for the Work to be completed on time.
         The Schedule shall be subject to Owner's approval. In addition, the
         Contractor (and its Subcontractors, if the Owner requires) shall
         furnish all scheduling information requested by the Owner (in such form
         and detail as requested for the particular portion of the Work and as
         approved by Owner) within two (2) weeks of the Owner's request and
         shall attend such meetings concerning scheduling as the Owner may call
         from time to time. The Contractor shall comply with the Schedule or
         Schedules established by it and approved by the Owner. With respect to
         any portion of the Work for which a Schedule has not been established,
         the Contractor shall commence such portion of the Work within three (3)
         days of the date on which the Owner directs such commencement and shall
         thereafter prosecute and complete the same with all due diligence or as
         otherwise directed by the Owner. Neither the scheduling information
         submitted by the Contractor or its Subcontractors, the acceptance or
         approval thereof by the Owner nor the establishment or implementation
         of, or failure to establish or implement, a Schedule by the Owner shall
         relieve the Contractor of its obligation to perform and complete the
         Work in a timely manner or to otherwise perform in accordance with the
         Contract Documents.

         8.2.3   The Contractor shall update the Schedule every two weeks to
         reflect any authorized changes in the Contract Time and


                                      9
<PAGE>

         shall provide a chart showing the progress of each separate segment of
         the Work and any new projected completion date(s).

         8.2.4    Float or slack time associated with any one chain of
         activities is defined as the amount of time between earliest start
         date and latest start date or between earliest finish date and
         latest finish date for such activities, as set forth in an approved
         Schedule (assuming the critical path method is used), including any
         revision or updates thereto. Float or slack time is not for the
         exclusive use or benefit of either the Owner or the Contractor.
         However, if float time associated with any chain of activities is
         expended but not exceeded by any actions attributable to the Owner,
         the Contractor shall not be entitled to an extension in the Contract
         Time.

8.3      DELAYS, EXTENSIONS OF TIME AND OVERTIME.

         8.3.1    If the Contractor is delayed at any time in progress of the
         Work solely by (i) an act or neglect of the Owner or Architect, an
         employee of either or a separate contractor employed by Owner or
         (ii) by a Force Majeure Event, then the Contract Time may be
         extended as is necessary to reflect the length of the delay actually
         and directly caused by such occurrence; provided, however, that no
         claim by the Contractor for an extension of time for any such delay
         shall be considered unless made in accordance with Paragraph 13.1
         below. For the purposes of the Contract, the term "Force Majeure
         Event" shall mean fire, flood, earthquake, strike (provided the
         strike does not arise from the actions or inactions of Contractor,
         any Subcontractor, and/or any of their respective agents,
         representatives, suppliers or any other person or entity directly or
         indirectly employed, utilized and/or controlled by any of them) or
         other Act of God not caused or permitted by Contractor and which
         could not have been anticipated by Contractor. The Contractor shall,
         in the event of any occurrence likely to cause a delay, cooperate in
         good faith with the Architect and Owner to minimize and mitigate the
         impact of any such occurrence and do all things reasonable under the
         circumstances to achieve this goal. Contractor understands and
         agrees that, regardless of the cause of any delay and whether or not
         any extension of time may be agreed to in connection therewith,
         Contractor shall continue to prosecute all Work not affected by said
         delay and, with respect to such portion or portions of the Work as
         may be so affected, Contractor shall use its best efforts to
         minimize the effect of said delay. The foregoing terms and
         provisions of this Paragraph 8.3.1 notwithstanding, in no event and
         under no circumstances will the Contract Time be extended in the
         event of any delay caused by (i) an act or neglect or the fault of
         Contractor, any Subcontractor, any Sub-subcontractor and/or any of
         their respective agents, employees, representatives, suppliers or
         any other person or entity directly or indirectly employed, utilized
         and/or controlled by any of them, (ii) intentionally omitted, (iii)
         delays in transportation, (iv) lack of supplies or unavailability of
         specific mechanical elements or (v) labor disputes within the work
         force of Contractor, any Subcontractor, and/or any of their
         respective agents, representatives, suppliers or any other person or
         entity directly or indirectly employed, utilized and/or controlled
         by any of them unless such labor disputes are not the result of the
         actions or inactions of Contractor, any Subcontractor, and/or any of
         their respective agents, representatives, suppliers or any other
         person or entity directly or indirectly employed, utilized and/or
         controlled by any of them.

         8.3.2    No change in the Work, whether by way of alteration or
         addition to the Work, shall be the basis of an extension in the
         Contract Time unless and until such alteration or addition has been
         authorized by a Change Order executed and issued in accordance with
         and in strict compliance with the requirements of the Contract
         Documents. Any claim for increased cost for delay shall be asserted
         in accordance with the provisions of Paragraph 13.1 unless the time
         is extended in writing by the Owner. This requirement is of the
         essence of the Contract Documents. Accordingly, no course of conduct
         or dealings between the parties, nor express or implied acceptance
         of alterations or additions to the Work, and no claim that the Owner
         has been unjustly enriched by an alteration or addition to the Work,
         whether or not there is in fact any such unjust enrichment, shall be
         the basis for any claim to an increase in the Contract Sum or an
         extension in the Contract Time.

         8.3.3    Notwithstanding any other term or provision of the Contract
         to the contrary, if Contractor fails to achieve Substantial
         Completion of any phase of the Work on or before the expiration of
         the Contract Time for any reason other than the occurrence of a
         Force Majeure Event, Contractor shall pay to Owner the following as
         liquidated delay damages the sum of $____N/A______ for each calendar
         day for which Substantial Completion shall not have occurred on or
         before the expiration of


                                     10
<PAGE>

         the Contract Time ("Delay Damages") (if this Agreement if for
         continuing (on-call) Work on multiple projects or continuing (on-call)
         services, the Delay Damages shall be as set forth in the Owner
         approved Work Authorization form). It is hereby expressly agreed by
         Contractor that the Delay Damages to which Owner is entitled under
         this Paragraph 8.3.3 are a reasonable forecast of just compensation
         for the harm that would be caused by Contractor's failure to achieve
         Substantial Completion by the expiration of the Contract Time, but do
         not compensate Owner for any other damages of any type or kind,
         including without limitation any damages related to or in connection
         with Contractor's failure to fully and properly  perform the Contract
         Documents or any damages resulting from ______________ (if this
         Agreement if for continuing (on-call) Work on multiple projects or
         continuing (on-call) services, this information shall be as set forth
         in the Owner approved Work Authorization form).

         8.3.4    All Delay Damages will be due and payable immediately upon
         Owner's demand therefor, and all Delay Damages that remain unpaid
         shall bear interest from the date of demand until paid at the
         maximum lawful rate, or if there is no applicable maximum lawful
         rate, at the rate of 12% per annum. Owner shall have the right, but
         not the obligation, to set off all Delay Damages against any amounts
         due from Owner to Contractor, including without limitation any
         retainage amounts.

         8.3.5    In addition to the Delay Damages, Owner shall at all times
         be entitled to all of its remedies under the Contract Documents and
         at law and in equity, including, without limitation, the recovery of
         damages related to or in connection with Contractor's failure to
         fully and properly perform the Contract Documents or any damages
         resulting from _________________ (if this Agreement if for
         continuing (on-call) Work on multiple projects or continuing
         (on-call) services, this information shall be as set forth in the
         Owner approved Work Authorization form).

         8.3.6    Whenever the Work falls behind schedule due to the fault of
         the Contractor, the Contractor shall, to the extent necessary to
         meet said schedule, increase its labor force and/or provide
         overtime, extra shifts, Saturday, Sunday and/or holiday work, and
         shall have each Subcontractor do likewise, all at no additional cost
         to or compensation from the Owner. Further, the Owner shall have the
         right to deduct or offset against any amounts then or thereafter due
         to the Contractor, or to be reimbursed by the Contractor for, any
         additional costs the Owner may incur as a direct result of said
         increase in labor force or overtime, extra shifts, Saturday, Sunday
         and/or holiday work.

         8.3.7    The Owner may, in its sole discretion and for any reason,
         direct the Contractor to accelerate the schedule of performance by
         providing overtime, extra shifts, Saturday, Sunday and/or holiday
         work and/or by having all or any Subcontractors or
         Sub-subcontractors designated by the Owner provide overtime, extra
         shifts, Saturday, Sunday and/or holiday work.

                    8.3.7.1   In the event of overtime, extra shifts, Saturday,
                    Sunday or holiday work by the Contractor's own forces
                    pursuant to this Subparagraph 8.3.7, the Owner's sole and
                    exclusive obligation to the Contractor (except as
                    hereinafter provided) on account thereof shall be to
                    reimburse the Contractor for the direct cost to the
                    Contractor of the premium time (or shift differential for
                    any extra shifts) for all labor utilized by the Contractor
                    in such overtime, extra shifts, Saturday, Sunday or holiday
                    work (but not for the straight time costs of such labor),
                    together with any Social Security and state or Federal
                    unemployment insurance taxes in connection with such
                    premium time (or shift differential for any extra shifts).

                    8.3.7.2   In the event of overtime, extra shifts, Saturday,
                    Sunday or holiday work by a Subcontractor pursuant to this
                    Subparagraph 8.3.7, the Owner's sole and exclusive
                    obligation to the Contractor (except as hereinafter
                    provided) on account thereof shall be to reimburse the
                    Contractor for the direct cost to the Subcontractor for the
                    premium time (or shift differential for any extra shifts)
                    of all labor utilized in such overtime, extra shifts,
                    Saturday, Sunday or holiday work (but not for the straight
                    time costs of such labor), together with any Social
                    Security and state or Federal unemployment insurance taxes,
                    benefits and mark up in connection with such premium time.


                                       11
<PAGE>

8.4      TEMPORARY SUSPENSION OF WORK. The Owner shall have the authority to
suspend the Work, in whole or in part, for such periods and such reasons as
it may deem necessary or desirable, in its sole discretion, including without
limitation: (a) unsuitable weather; (b) other conditions considered
unfavorable for the suitable prosecution of the Work; (c) special events
and/or (d) other conditions considered adverse to the best interests of the
Owner. Any such suspension shall be in writing to the Contractor. The
Contractor shall immediately obey such orders of the Owner and shall not
resume the Work until so ordered in writing by the Owner. The Contractor
shall be entitled to an extension of the Contract Time not to exceed the
length of time that the Work was suspended provided the claim is submitted in
accordance with Paragraph 13.1 and the suspension is not due to an act or
omission of the Contractor, any Subcontractor or Sub-subcontractor.


                                    ARTICLE 9
                             PAYMENTS AND COMPLETION

9.1      APPLICATION FOR PAYMENT; PASSAGE OF TITLE.

         9.1.1    The "Payment Application Date" shall be that day of each
         Calendar month designated in Section 7.1 of the Agreement when the
         Contractor shall deliver the "Application for Payment", as hereinafter
         defined, to the Owner.

         9.1.2    The "Application for Payment" shall be an invoice prepared
         by the Contractor and submitted to the Owner in accordance with the
         Contract Documents. It shall show in detail all monies properly
         payable to the Contractor in accordance with the Approved Schedule
         of Values, including those items of labor, materials and equipment
         used or incorporated in the Work (and, if the Owner has agreed in
         advance in writing, suitably stored at the Job Site) through and
         including the Payment Application Date. The Application for Payment
         shall have, as attachments, (a) conditional mechanics' lien releases
         from the Contractor and all applicable Subcontractors,
         Sub-subcontractors and suppliers with respect to materials supplied
         and services provided for which current payment is requested, (b)
         unconditional mechanics' lien releases from the Contractor and all
         applicable Subcontractors, Sub-subcontractors and suppliers with
         respect to materials supplied and services provided for which
         payment by the Owner was made pursuant to the previous Application
         for Payment (provided that if a required payment has not been made
         by Owner pursuant to the terms of this Agreement for any previous
         month, Contractor shall attach conditional lien releases from the
         Contractor and all applicable Subcontractors, Sub-subcontractors and
         suppliers for which payment has not been made pursuant to this
         Agreement and, upon receipt of the required payment, Contractor
         shall immediately deliver to Owner unconditional mechanics' lien
         releases) and (c) such other evidence of performance of the Work,
         the costs thereof and payment therefor as the Owner may deem
         necessary or desirable. The submission of the foregoing waivers and
         other evidence shall be express conditions precedent to Owner's
         obligation to make payment and to Contractor's entitlement to
         payment. All such mechanics' lien releases shall be subject to the
         approval of the Owner and shall comply with the laws of the state
         where the Project is located, as amended from time to time. The date
         of coverage and total dollar amount of the mechanics' liens released
         shall be provided on all such releases.

         9.1.3    The Contractor warrants that title to all Work, materials
         and equipment covered by an Application for Payment shall pass to
         the Owner, free and clear of all liens, claims, security interests
         or encumbrances, upon the sooner occurrence of: (a) the delivery of
         any such materials or equipment to the Job Site and incorporation
         into the Work; or (b) the tender of payment of the applicable
         Application for Payment by the Owner to the Contractor; and that no
         Work, materials or equipment covered by an Application for Payment
         shall have been acquired, whether by the Contractor or by any
         Subcontractor or Sub-subcontractor, subject to an agreement under
         which an interest therein or an encumbrance thereon is retained by
         the seller or otherwise imposed by the Contractor or such other
         person. The passage of title to the Owner as provided herein shall
         not alter or limit the obligations and duties of the Contractor with
         respect to the Work and the materials or equipment incorporated
         therein or used in connection therewith as set forth in the Contract
         Documents.

9.2      APPROVALS OF APPLICATIONS FOR PAYMENT.

         9.2.1    If the Contractor has submitted an Application for Payment in
         the manner prescribed in the Contract Documents, the Owner shall, with
         reasonable promptness, approve the same (or such portions thereof
         covering amounts it determines to be properly due) or shall state in


                                       12
<PAGE>

         writing its reasons for withholding its approval (whether of all or a
         part).

         9.2.2    The Owner's approval of an Application for Payment shall
         not constitute a representation by the Owner that the conditions
         precedent to the Contractor's entitlement to payment have been
         fulfilled, nor shall approval of an Application for Payment by the
         Owner be deemed a representation by the Owner: (a) that it has made
         exhaustive or continuous on-site inspections to check the quality or
         quantity of the Work; (b) that it has reviewed the construction
         means, methods, techniques, sequences, coordination or procedures,
         or the cleanliness of the Job Site, or the safety precautions and
         programs, in connection with the Work; (c) that it has made any
         examination to ascertain how or for what purpose the Contractor has
         used the monies previously paid on account of the Contract Sum.

         9.2.3    No approval of an Application for Payment, progress payment
         or any beneficial, partial payment or any partial or entire use or
         occupancy of the Project by the Owner shall constitute an acceptance
         of any Work which is not in accordance with the Contract Documents;
         and regardless of approval of an Application for Payment by the
         Owner, the Contractor shall remain totally obligated and liable for
         the performance of the Work in strict compliance with the Contract
         Documents.

         9.2.4    Subject to the Owner's rights to deduct, offset or withhold
         as set forth in these General Conditions, after the Owner has
         approved an Application for Payment, in whole or in part, it shall
         make payment of the amount approved to the Contractor as provided in
         the Contract Documents.

9.3      PAYMENTS WITHHELD; OWNER'S RIGHT TO MAKE DIRECT PAYMENTS FOR WORK;
         FAILURE OF PAYMENT.

         9.3.1    The Owner may withhold its approval of an Application for
         Payment, in whole or in part, or nullify the whole or any part of an
         approval previously given, if Owner reasonably determines that the
         Application for Payment covers portions of the Work which have not, in
         fact, been completed, or that it includes amounts for claims
         allegedly made but not actually made (or subsequently withdrawn),
         and/or for which payment is not then due or if, and to the extent that
         Owner deems it necessary or desirable, to protect itself against
         loss or damage due to: (a) defective Work not remedied;  (b)
         Subcontractor or Sub-subcontractor or other third-party claims or
         liens or reasonable evidence indicating such probable third-party
         claims or liens; (c) failure or alleged failure of the Contractor
         to make payments to Subcontractors (or of Subcontractors to make
         payments to Sub-subcontractors) as required by the Contract Documents,
         or failure to provide lien waivers; (d) inability, or reasonable doubt
         as to the ability, of the Contractor to complete the Work within the
         Contract Time, for the unpaid balance of the Contract Sum or within the
         estimates prepared by the Contractor and submitted to and approved
         by the Owner; (e) damage to the Owner or a Separate Contractor;
         (f) unsatisfactory prosecution of the Work by the Contractor, its
         Subcontractors or Sub-subcontractors; (g) failure of the Contractor to
         maintain the Job Site in a clean and safe condition; (h) failure of the
         Contractor to meet any other monetary obligation imposed upon it
         pursuant to the Contract Documents or (i) failure of the Contractor
         to comply with any other provision of the Contract Documents.

         9.3.2  The Owner, after giving the Contractor notice, may make
         payments on account of labor, materials and/or equipment for the Work
         directly to any or all of the Subcontractors, Sub-subcontractors or
         persons entitled to the same in lieu of paying the Contractor therefor
         or make joint payment to any such person and the Contractor. Any
         amounts so paid shall be credited against the Contract Sum. No such
         payment shall create any relationship between the recipient thereof
         and the Owner, nor any duty on the part of the Owner. The Contractor
         shall cooperate with the Owner to facilitate any such direct payments
         and shall provide such evidence as the Owner may request for purposes
         of determining any amount to be so paid. If the Owner elects to make
         such payments as a result of a failure on the part of the Contractor to
         perform in accordance with the Contract, or as a result of a request
         from the Contractor that the Owner make such payments, then the Owner
         may deduct the amount of its administrative costs incurred in making
         said such payments from the Contract Sum or render an invoice to
         the Contractor for such administrative costs, which invoice the
         Contractor shall promptly pay.

         9.3.3 If the Owner does not pay the Contractor within seven days,
         after the date established in the Contract Documents the amount
         certified by the Architect, for reasons other than a default by
         Contractor or the Work in question has been rejected by any
         governmental authority, the Owner, or any lender of the Owner, then
         the Contractor may, upon seven additional days written notice to the
         Owner, stop the Work until payment of the amount owing has been
         received. The Contract Time shall be extended

                                      13
<PAGE>

         appropriately and the Contract Sum shall be increased by the amount
         of the Contractor's reasonable costs of shut-down, delay and
         start-up, which shall be accomplished as provided in Article 8.
         Notwithstanding the foregoing, the Contractor may not stop Work
         during the pendency of a bona fide dispute between Owner and
         Contractor, provided any sums in dispute claimed by the Contractor
         are placed in escrow or the Owner's lender, if any, agrees to
         withhold and pay said disputed sums when the dispute is resolved.

9.4      SUBSTANTIAL COMPLETION AND FINAL PAYMENT.

         9.4.1    On the Date of Substantial Completion, the Contractor shall
         prepare and submit to the Owner a list of items to be completed
         and/or corrected ("punch-list" items) and its final bill, including
         itemized projected amounts for any portions of the Work not yet
         completed. The failure to include any items on such "punch-list"
         shall not alter the responsibility of the Contractor to complete
         and/or correct the Work in accordance with the Contract Documents.
         When the Owner, on the basis of an inspection, confirms the
         notification from the Contractor that the Work is Substantially
         Completed or, without being notified by the Contractor, determines
         that the Work is Substantially Completed, the Owner shall prepare
         and deliver to the Contractor a Certificate of Substantial
         Completion which may state the responsibilities of the Owner and the
         Contractor for maintenance, heat, utilities and insurance and shall
         list the items determined by the Owner to require completion or
         correction as applicable, and fix the time within which the
         Contractor shall complete or correct the items listed and submit to
         the Owner all documents and other matters required by the Contract
         Documents to be submitted by the Contractor upon completion of the
         Work. The Certificate of Substantial Completion shall constitute a
         demand for a formal billing (including all costs, claims or fees for
         any outstanding Change Orders, or any other matter which the
         Contractor has not previously waived pursuant to the General
         Conditions, and itemized projections for any incomplete Work), and
         the Contractor shall be deemed conclusively to have waived the right
         to payment of any such item, fee or cost of any kind not billed to
         the Owner within thirty (30) days of delivery to the Contractor of
         the Certificate of Substantial Completion.  The issuance of the
         Certificate of Substantial Completion shall not constitute a waiver
         of any rights of the Owner, including without limitation the right
         to those retainages permitted by the Contract Documents. If the
         Contractor does not complete and/or correct the "punch-list" items
         listed in the Certificate of Substantial Completion within the time
         fixed therein, the Owner shall have the right to accomplish the same
         and deduct or offset all costs thereof against any amounts then or
         thereafter due to the Contractor. If the amounts then or thereafter
         due to the Contractor are not sufficient to cover such costs, the
         Contractor shall pay the difference to the Owner. The Owner's
         decision as to the Date of Substantial Completion shall be final and
         binding.

         9.4.2    Within a reasonable time following the Owner's receipt of
         written notification from the Contractor that the Work is ready for
         final inspection and acceptance, and receipt of the final
         Application for Payment, the Owner shall make such inspection and,
         when the Work is found to be acceptable under the Contract Documents
         and the Contract fully performed, shall approve the final
         Application for Payment; provided, however, that neither the final
         payment nor any retention shall become due until the Contractor
         submits to the Owner: (a) evidence of payment in a form approved by
         the Owner, that all payrolls, bills for materials, supplies and
         equipment and other indebtedness connected with the Work for which
         the Owner or its property might in any way be responsible have been
         paid in full or otherwise satisfied; (b) consent of sureties, if
         any, to final payment; (c) all Contract Documents (except one set
         thereof to be retained by the Contractor), including a complete set
         of as-built and record documents (as defined in and to the extent
         required by the Specifications); (d) such other data as the Owner
         reasonably may require establishing payment or satisfaction of all
         obligations of the Contractor in connection with the Work including
         receipts of final satisfaction and releases and waivers of liens and
         releases of any and all claims by the Contractor, Subcontractors and
         Sub-subcontractors, conforming in all material respects with the
         laws of the state where the Project is located and evidencing
         performance of the Work in accordance with the Contract Documents;
         (e) a release of the Owner and its insurers from and against any
         claims under the insurance required to be provided by the Owner
         hereunder (except to the extent of any claims theretofore timely
         filed which are owing but unpaid) and a release of the Owner from
         and against any claims between the Contractor and a separate
         contractor; (f) any governmental certificates required by the
         Contract Documents or otherwise to evidence compliance of the
         Contractor and the Work with applicable laws, ordinances, rules,
         codes and regulations and the Contract Documents and (g) warranties,
         guarantees, assignments thereof, and maintenance or other manuals,
         required by the

                                       14
<PAGE>

         Specifications in the forms approved by the Owner, in favor of the
         Owner and such other persons as the Owner may direct. The submission
         of all of the foregoing is an express condition precedent to
         Contractor's entitlement to final payment.

         9.4.3    The making of final payment shall not constitute a waiver
         of any claims or rights by the Owner.

         9.4.4    The acceptance of final payment by Contractor shall
         constitute a waiver of all claims by the Contractor and shall
         constitute a general release of the Owner and the Owner's
         Representative by the Contractor.

         9.4.5    If at any time any Subcontractor or Sub-subcontractor
         refuses to furnish any release, satisfaction or waiver of lien
         required at any time by the Owner under Paragraphs 9.1, 9.3 or 9.4,
         or files a claim of lien against the Owner or any of the Owner's
         property, the Contractor shall, if requested by the Owner and at the
         Contractor's expense, furnish and record a Mechanic's Lien Release
         Bond (separate and apart from any other bond provided by the
         Contractor hereunder) that is in full compliance with the
         then-current laws, rules, regulations and ordinances of the state
         and the locality where the Project is located. If any Subcontractor
         or Sub-subcontractor serves a Stop Notice (bonded or otherwise) on
         Owner, Contractor shall, if requested by Owner and at Contractor's
         expense, furnish a Stop Notice Release Bond (separate and apart from
         any other bond provided by the Contractor hereunder) that is in full
         compliance with the then-current laws, rules, regulations and
         ordinances of the state and the locality where the Project is
         located. The Contractor authorizes the Owner, and shall cause its
         Subcontractors and Sub-subcontractors to authorize the Owner, to
         check directly with any suppliers of labor and material with respect
         to any item chargeable to the Owner's property, to confirm balances
         due and to obtain sworn statements and waivers of lien, all if the
         Owner so elects. If any lien remains unsatisfied after all payments
         are made to the Contractor, the Contractor shall reimburse the Owner
         upon Owner's demand the full amount of all monies that the Owner may
         be compelled to pay in discharging such lien, including all costs
         and attorneys' fees.

9.5      BENEFICIAL USE AND OCCUPANCY; PARTIAL SUBSTANTIAL COMPLETION.

         9.5.1    The Owner and its lessees and separate contractors may
         occupy or use any completed or partially completed portion of the
         Work at any stage of construction regardless of whether the Contract
         Time has expired (hereinafter sometimes referred to as "Partial
         Occupancy"). Such Partial Occupancy may commence whether or not the
         applicable portion of Work is substantially complete.

         9.5.2    In the event of Partial Occupancy, the Contractor shall
         promptly secure endorsement from its insurance carrier(s), consent
         from its surety(ies), if any, and consent from public authorities
         having jurisdiction over the Work permitting Partial Occupancy.

         9.5.3    In the event of Partial Occupancy before substantial
         Completion as provided above, the Contractor shall cooperate with
         the Owner in making available for the Owner's use and benefit such
         building services as heating, ventilating, cooling, water, lighting,
         telephone, elevators and security for the portion or portions to be
         occupied, and if the work required to furnish such services is not
         entirely completed at the time the Owner desires to occupy the
         aforesaid portion or portions, the Contractor shall make every
         reasonable effort to complete such Work or make temporary provisions
         for such Work as soon as possible so that the aforementioned
         building services may be put into operation and use.

         9.5.4    In the event of Partial Occupancy prior to Substantial
         Completion, mutually acceptable arrangements shall be made between
         the Owner and Contractor in respect of the operation and cost of
         necessary security, maintenance and utilities, including heating,
         ventilating, cooling, water, lighting and telephone  services and
         elevators.  The Owner shall assume  proportionate  and  reasonable
         responsibility for the cost of the above services reduced by any
         savings to contractor for such services realized by reason of
         Partial Occupancy. Further, mutually acceptable arrangements shall
         be made between the Owner and Contractor in respect of insurance and
         damage to the Work. Contractor's acceptance of arrangements proposed
         by Owner in respect of such matters shall not be unreasonably
         withheld, delayed or conditioned.

         9.5.5    In each instance, when the Owner elects to exercise its right
         of Partial Occupancy as described herein, Owner will give Contractor
         and Architect advance written notice of its election to take the
         portion or portions involved, and immediately prior to Partial
         Occupancy, the Owner, Contractor and Architect shall jointly inspect
         the area to be occupied or portion of the Work to be used to
         determine and record the conditions of the same.

                                      15
<PAGE>

         9.5.6    It shall be understood, however, that Partial Occupancy shall
         not: (i) constitute acceptance of any Work, (ii) relieve the
         Contractor for responsibility for loss or damage because of or
         arising out of defects in, or malfunctioning of, any Work, material
         or equipment, nor from any other unfulfilled obligations or
         responsibilities under the Contract Documents or (iii) commence any
         warranty period under the Contract Documents; provided that
         Contractor shall not be liable for ordinary wear and tear resulting
         from such Partial Occupancy and provided further that warranty of
         the portions of the Work and systems utilized only for that portion
         of the Work receiving Partial Occupancy shall commence on the date
         of Partial Occupancy.

         9.5.7    Subject to the terms and conditions provided herein, if the
         Contractor claims that delay or additional cost is involved because
         of Partial Occupancy by the Owner, Contractor shall make such Claim
         as provided elsewhere in the Contract Documents.

                                   ARTICLE 10
                       PROTECTION OF PERSONS AND PROPERTY


10.1     RESPONSIBILITY FOR SAFETY AND HEALTH.

         10.1.1   The Contractor  shall be responsible  for initiating,
         maintaining  and supervising  safety and anti-substance abuse
         precautions and programs in connection with the Work, and shall
         provide all protection to prevent injury to all persons involved in
         any way in the Work and all other persons, including without
         limitation, the employees, agents, guests, visitors, invitees and
         licensees of the Owner who may visit or be affected thereby. These
         precautions shall include, but in no event be limited to: the
         posting of danger signs and personal notification to all affected
         persons of the existence of a hazard of whatever nature; the
         furnishing and maintaining of necessary traffic control barricades
         and flagman services; the use, or storage, removal and disposal of
         required explosives or other hazardous materials only under the
         supervision of qualified personnel and after first obtaining
         permission of all applicable governmental authorities; and the
         maintenance of adequate quantities of both hose and operable fire
         extinguishers at the Job Site. The Contractor shall set forth in
         writing its safety and anti-substance abuse precautions and programs
         in connection with the Work and, if requested by the Owner, submit
         the same to the Owner for review. The Owner may, but shall not be
         obligated to, make suggestions and recommendations to the Contractor
         with respect thereto.

         10.1.2   All Work and not design (unless Contractor, any
         Subcontractor, and/or any of their respective agents,
         representatives, suppliers or any other person or entity directly or
         indirectly employed, utilized and/or controlled by any of them
         prepared the design), whether performed by the Contractor, its
         Subcontractors or Sub-subcontractors, or anyone directly or
         indirectly employed by any of them, and all equipment, appliances,
         machinery, materials, tools and like items incorporated or used in
         the Work, shall be in compliance with, and conform to: (a) all
         applicable laws, ordinances, rules, regulations and orders of any
         public, quasi-public or other governmental authority relating to the
         safety of persons and their protection against injury, specifically
         including, but in no event limited to, the Federal Occupational
         Safety and Health Act of 1970, as amended, and all rules and
         regulations now or hereafter in effect pursuant to said Act; and (b)
         all codes, rules, regulations and requirements of the Owner and its
         insurance carriers relating thereto. In the event of conflicting
         requirements, the more stringent shall govern.

         10.1.3   The Contractor shall designate a responsible member of its
         organization at the Job Site as the Project Safety Officer, whose
         duties it shall be to enforce the Contractor's safety and
         anti-substance abuse programs, to assure compliance with
         Subparagraph 10.1.2 and to prevent accidents. This person shall be
         the Contractor's Project Manager unless otherwise designated in
         writing by the Contractor and approved by the Owner. The Contractor
         shall further cause each of its Subcontractors and
         Sub-subcontractors to designate a responsible supervisory
         representative to assist the Contractor's Project Safety Officer
         representative in the performance of his or her duties as aforesaid.

         10.1.4   Should the Contractor fail to provide a safe area for the
         performance of the Work or any portion thereof, the Owner shall have
         the right, but not the obligation, to suspend Work in the unsafe
         area. All costs of any nature (including overtime pay) resulting
         from the suspension, by

                                              16
<PAGE>

         whomsoever incurred shall be borne by the Contractor.

         10.1.5   The Contractor shall provide to each worker on the Job Site
         the proper safety equipment for the duties being performed by that
         worker and will not permit any worker on the Job Site who fails or
         refuses to use the same. The Owner shall have the right, but not the
         obligation, to order the Contractor to send a worker home for the
         day or to discharge a worker for his or her failure to comply with
         safe practices or anti-substance abuse policies, with which order
         the Contractor shall promptly comply.

         10.1.6   The Contractor shall indemnify the Owner from and against any
         and all liability, public or private, penalties, contractual or
         otherwise, losses, damages, costs, attorneys' fees, expenses,
         causes of action, claims or judgments resulting either in whole or
         in part from any failure of the Contractor, its Subcontractors or
         Sub-subcontractors or anyone directly or indirectly employed by
         any of them or for whose acts any of them may be liable, to comply
         with the provisions of Paragraph 10.1. The Contractor shall not
         be relieved of its responsibilities under this Paragraph 10.1
         should the Owner act or fail to act pursuant to its rights
         hereunder, nor shall the Owner thereby assume, nor be deemed to
         have assumed, any responsibilities otherwise imposed upon the
         Contractor by this Contract in any manner whatsoever.

10.2     PROTECTION OF WORK AND PROPERTY; RESPONSIBILITY FOR LOSS.

         10.2.1   The Contractor shall, throughout the performance of the
         Work, maintain adequate and continuous protection of all Work
         and temporary facilities against loss or damage from whatever
         cause, shall protect the property of the Owner and third parties
         from loss or damage from whatever cause arising out of the
         performance of the Work and shall comply with the requirements
         of the Owner and its insurance carriers and with all applicable
         laws, codes, rules and regulations with respect to the
         prevention of loss or damage to property as a result of fire or
         other hazards. The Owner may, but shall not be required to,
         make periodic patrols of the Job Site as a part of its normal
         security program. In such event, however, the Contractor shall not
         be relieved of its aforesaid responsibilities.

         10.2.2   Until final acceptance of the Work by the Owner pursuant to
         Paragraph 9.4 (unless and to the extent otherwise set forth in a
         Certificate of Substantial Completion) the Contractor shall
         have full and complete charge and care of and, except as otherwise
         provided in this Subparagraph 10.2.2, shall bear all risk of loss
         of, and injury or damage to, the Work or any portion thereof
         (specifically including Owner-furnished supplies, equipment or
         other items to be utilized in connection with, or incorporated
         in, the Work) from any cause whatsoever. The Contractor shall
         rebuild, repair, restore and make good all losses of, and
         injuries or damages to, the Work or any portion thereof before
         final acceptance of the Work. Such rebuilding, repair or
         restoration shall be at the Contractor's sole cost and expense
         unless the loss, injury or damage requiring such rebuilding,
         repair or restoration: (a) is directly due to errors in the
         Contract Documents which were not discovered by the Contractor and
         which the Contractor could not have discovered through the
         exercise of due diligence; (b) is caused by the Owner (unless (i)
         the Contractor has waived its rights of subrogation against the
         Owner on account thereof as provided in the Contract Documents,
         or (ii) such loss or damage would be covered by any policy or
         policies of insurance which the Contractor is required to
         maintain hereunder, whether the Contractor actually maintains
         such insurance or not, or (iii) is otherwise covered by a policy
         or policies of insurance maintained by the Contractor, whether
         or not required hereunder); or (c) is caused by a hazard against
         which the Owner is required to insure under the provisions of
         Article 11 hereof; provided, however, that if the loss, injury or
         damage would not have occurred but for an act or omission of the
         Contractor, any of its Subcontractors of Sub-subcontractors or
         anyone directly or indirectly employed by any of them or for whose
         acts any of them may be liable, the rebuilding, repair or
         restoration shall be at the Contractor's cost and expense to the
         extent of the deductible on said insurance.

10.3     EMERGENCIES. In any emergency affecting the safety of persons or
property, or in the event of a claimed violation of any federal or state
safety or health law or regulation, arising out of or in any way connected
with the Work or its performance, the Contractor shall act immediately to
prevent threatened damage, injury or loss or to remedy said violation,
whichever is applicable, failing which the Owner may immediately take
whatever action it reasonably deems necessary, including, but not limited to,
suspending the Work as provided in Paragraph 8.4. The Owner may deduct or
offset any and all costs or expenses of whatever nature, including attorneys'
fees, paid or incurred by the Owner in taking such option against any sums
then or thereafter due to the Contractor. The Contractor shall indemnify the
Owner against any and all costs of or expenses incurred pursuant to this
Paragraph 10.4. If the Contractor shall be entitled to any additional

                                      17
<PAGE>


compensation or extension of time claimed on account of emergency work not
due to the fault or neglect of the Contractor or its Subcontractors or
Sub-subcontractors, it shall be handled as a claim as provided in Article 13.

10.4     CLEANUP. The Contractor shall at all times keep the Job Site clean
and free from accumulation of waste materials or rubbish (including, without
limitation, hazardous waste) caused by or during the performance of the Work
and shall continuously throughout performance of the Work remove and dispose
of all such materials from the Job Site and the Project. The Owner may
require the Contractor to comply with such standards, means and methods of
cleanup, removal or disposal as the Owner may make known to the Contractor.
In the event the Contractor fails to keep the Job Site clean and free from
such waste or rubbish, or to comply with such standards, means and methods,
the Owner may take such action and offset any and all costs or expenses of
whatever nature paid or incurred by the Owner in undertaking such action
against any sums then or thereafter due to the Contractor. The Contractor
shall notify the Owner in advance of the generation, importation, storage,
transportation, excavation or disposal, of any hazardous waste, toxic
materials to contaminants of any type in connection with the Project.

10.5     OWNER'S STANDARDS. The Owner reserves the right, but assumes no
duty, to establish and enforce standards, and to change the same from time to
time, for the protection of persons and property, with which the Contractor
shall comply, and to review the efficiency of all protective measures taken
by the Contractor. The exercise of or failure to exercise any or all of these
acts by the Owner shall not relieve the Contractor of its duties and
responsibilities under this Contract, and the Owner shall not thereby assume,
not be deemed to have assumed, any such duties or responsibilities of the
Contractor.



                                   ARTICLE 11
                                   INSURANCE



11.1     INSURANCE PROVIDED BY OWNER. The contractor, its subcontractors and
sub-subcontractors hereby waive all rights which they, or any of them, may at
any time, have against the Owner, the Owner's Representative, their respective
parent companies and partnerships, the subsidiary, related and affiliated
companies and partnerships of each and the officers, directors, agents,
employees, partners, and assigns of each, for damages caused by fire or other
perils to the extent covered by the insurance provided by the Owner (but not
their entitlement to any proceeds thereof).

11.2     CONTRACTOR'S INSURANCE.

         11.2.1   Contractor shall, without in any way altering Contractor's
         liability under the Contract or applicable law, obtain, pay for and
         maintain insurance for the coverages and amounts of coverage not
         less than those set forth below in the Schedule of Insurance
         Coverages (Paragraph 11.2) with insurers licensed to do business in
         the jurisdiction in which the Project is located and shall provide
         to Owner certificates issued by such insurance companies
         satisfactory to Owner to evidence such coverage before any Work
         commences at the job site. Such certificates shall provide that
         there shall be no termination, nonrenewal, modification or
         expiration of such coverage without thirty (30) days' prior written
         notice to Owner (except in the case of non-payment of premium, in
         which case the certificate must require at least ten (10) days'
         prior written notice to Owner before the coverage is terminated
         (Contractor represents and warrants that it shall not default on
         its obligation to make any premium payments). In the event of any
         failure by Contractor to comply with the provisions of this
         Paragraph 11.2, (i) Owner may, at its option, on notice to
         Contractor, suspend the Contract for cause until there is full
         compliance with this Paragraph 11.2 and/or terminate the Contract
         for cause or (ii) Owner may purchase such insurance at Contractor's
         expense, provided that Owner shall have no obligation to do so and
         if Owner shall do so, Contractor shall not be relieved of or
         excused from the obligation to obtain and maintain such insurance
         amounts and coverages. Contractor shall provide to Owner a
         certified copy of any and all applicable insurance policies upon
         request of the Owner. Timely renewal certificates will be provided
         to Owner as coverage renews.

         11.2.2   The Indemnitees shall be named as additional insureds on each
         insurance policy required by this Article 11 (other than workers'
         compensation insurance) through an endorsement thereto which
         provides for no different coverage to the Indemnitees than to the
         Contractor. The additional insured endorsements shall provide the
         following: (i) that the coverages afforded the additional insureds
         will be primary insurance for the additional insureds with respect
         to claims arising out of operations performed by or on behalf of the
         Contractor, (ii) that the coverages afforded the additional insureds
         shall not exclude claims asserted by the Contractor's employees,
         (iii) that if the additional insureds have other insurance which is
         applicable to a loss, such other insurance will be on an excess or

                                      18
<PAGE>


         contingent basis, (iv) that the amount of the insurance company's
         liability under the insurance policy will not be reduced by the
         existence of such other insurance and (v) that the additional
         insureds will be given not less than thirty (30) days prior written
         notice of the material modification or cancellation thereof (except
         in the case of non-payment of premium, in which case the
         endorsements must require at least ten (10) days' prior written to
         notice to the Indemnitees before the coverage is materially modified
         or canceled (Contractor represents and warrants that it shall not
         default on its obligation to make any premium payments). Before any
         Work commences at the job site, Contractor shall provide to Owner
         certificates of insurance satisfactory to Owner to evidence
         Contractor's compliance with the requirements of this Paragraph
         11.2.2, The Indemnitees shall not, by reason of their inclusion as
         additional insureds or otherwise, have any liability for the
         payments of any deductibles or premiums.

         11.2.3   Insurance of the types required of Contractor hereunder shall
         be provided by all Subcontractors, or provided by Contractor on behalf
         of all Subcontractors, to cover their operations performed under the
         Contract Documents. Contractor shall be held responsible for any
         modification in these insurance requirements as they apply to
         Subcontractors. Contractor shall maintain Certificates of Insurance
         from all Subcontractors, enumerating, among other things, the
         waivers in favor of, and insured status of, the Indemnitees, as
         required herein, and make them available to Owner upon request.

         11.2.4   In the event Contractor fails to obtain the required
         certificates of insurance from any Subcontractor and a claim is made
         or suffered, the Contractor shall indemnify, defend and hold
         harmless Owner, Owner's constituent partners, the parent companies
         and affiliates of Owner and of any constituent partner, and
         Architect and, to the extent applicable, their respective
         shareholders, officers, directors, agents and employees parties from
         any and all claims for which the required insurance would have
         provided coverage. This indemnity obligation is in addition to any
         other indemnity obligation provided in the Contract.

         11.2.5   The term "Subcontractor(s)" for the purposes of
         this Article 11 shall include all Subcontractors and
         Sub-subcontractors.

11.3     SCHEDULE OF INSURANCE COVERAGES.

         11.3.1   WORKERS' COMPENSATION.

         Workers' Compensation                 Statutory Limits
         Employer's Liability                  $500,000

         The policy shall include a Waiver of Subrogation in favor of the
         Indemnitees.

         11.3.2   COMMERCIAL GENERAL LIABILITY.

         Bodily Injury/Property                $1,000,000 each
         Damage                                occurrence, or
         (occurrence Basis)                    equivalent, subject to
                                               a $2,000,000 general
                                               aggregate applicable
                                               to the Project

         This policy shall be on a form acceptable to Owner and shall include
         the following coverages:

                  11.3.2.1      Premises/Operations

                  11.3.2.2      Independent Contractors

                  11.3.2.3      Completed Operations (This coverage shall be
                  renewed by the original insurance company or provided by
                  another insurance company so that coverage is maintained for
                  a period of not less than two years following the acceptance
                  of Contractor's Work)

                  11.3.2.4      Broad Form Contractual Liability specifically
                  in support of, but not limited to, the Indemnity sections of
                  the Contract

                  11.3.2.5      Broad Form Property Damage

                  11.3.2.6      Personal Injury Liability with employees and
                  contractual exclusions removed

                  11.3.2.7      Delete Exclusions relative to Collapse,
                  Explosion and Underground Property Damage Hazards

         11.3.3   COMPREHENSIVE AUTOMOBILE LIABILITY.

                  11.3.3.1                              Bodily Injury
                                                $1,000,000 per person
                                              $1,000,000 per accident

                  11.3.3.2                            Property Damage
                                             $1,000,000 per accident,
                                                        or equivalent

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<PAGE>


                  This policy shall be on a standard form written to cover all
                  owned, hired and non-owned automobiles.

         11.3.4   UMBRELLA EXCESS LIABILITY INSURANCE.

         Bodily Injury/                     $5,000,000 per occurrence
         Property Damage                         $5,000,000 aggregate
         (Occurrence Basis)

         This policy shall be written on an umbrella excess basis above
         coverages as described in 11.3.1, 11.3.2 and 11.3.3 above. In addition,
         the policy shall be endorsed to provide defense coverage obligations
         and shall follow the form of the underlying coverages.

         11.3.5   BUILDER'S RISK INSURANCE. Contractor shall maintain, at its
         sole expense, all-risk builder's risk insurance as follows:

                  11.3.5.1 Contractor shall carry completed value from
                  builder's risk property insurance (subject to a deductible
                  per loss not to exceed $2,500.00) upon the entire Work for
                  100% of the full replacement cost value thereof (100%
                  includes additional costs of architectural and engineering
                  services in the event of a loss). This policy shall include
                  the interests of the Owner and the other Indemnitees,
                  Contractor, and Subcontractors in the work as named
                  insureds, as their interests may appear, and shall be on an
                  "All Risk" basis for physical loss or damage including,
                  without limitation, fire, flood, earthquake, subsidence,
                  hail, theft, vandalism and malicious mischief and shall
                  include coverage for portions of the Work while it is
                  stored off the site or is in transit. This policy shall
                  provide, by endorsement or otherwise, that Contractor shall
                  be solely responsible for the payment of all premiums under
                  the policy, and that Owner and the other Indemnitees shall
                  have no obligation for the payment thereof, notwithstanding
                  that Owner and the other Indemnitees are named as insureds
                  under the policy. Any insured loss or claim of loss shall
                  be adjusted by the Owner and any settlement payments shall
                  be made payable to the Owner as trustee for the insureds,
                  as their interests may appear, subject to the requirements
                  of any applicable mortgage clause. Upon the occurrence of
                  an insured loss or claim of loss, monies received will be
                  held by Owner who shall make distribution in accordance
                  with an agreement to be reached in such event between Owner
                  and Contractor, If the parties are unable to agree between
                  themselves on the settlement of the loss, such dispute
                  shall be submitted to a court of competent jurisdiction to
                  determine ownership of the disputed amounts but the Work of
                  the Project shall nevertheless progress during such period
                  of dispute without prejudice to the rights of any party to
                  the dispute. The Contractor shall be responsible for any
                  loss within the deductible area of the policy.

         11.3.6   BROAD FORM BOILER AND MACHINERY INSURANCE. Contractor shall
         maintain, at its sole expense, such boiler and machinery insurance as
         may be required by the Contract Documents or by law.

11.4     CONTRACTOR'S EQUIPMENT POLICY. Any such insurance policy covering
Contractor's or its Subcontractors' or Sub-subcontractors' equipment against
loss by physical damage shall include an endorsement waiving the insurer's
right of subrogation against the Indemnitees. Such insurance shall be
Contractor's and its Subcontractors' sole and complete means of recovery for
any such loss. Should Contractor or its Subcontractors choose to self-insure
this risk, it is expressly agreed that the Contractor and its Subcontractors
hereby waive any claim for damage or loss to said equipment in favor of the
Indemnitees.

11.5     RELEASE OF WAIVER--Contractor hereby releases, and shall cause its
Subcontractors to release, Owner and the other Indemnitees from any and all
claims or causes of action whatsoever which Contractor and/or its
Subcontractors might otherwise possess resulting in or from or in any way
connected with any loss covered or which should have been covered by
insurance, including the deductible portion thereof, maintained and/or
required to be maintained by Contractor and/or its Subcontractors pursuant to
the Contract Documents.

11.6     CLAIMS MADE POLICIES.. With respect to any of the insurance policies
provided by Contractor pursuant to the Contract Documents which are "Claims
made" policies, in the event that at any time such policies are canceled or
not renewed, Contractor shall provide a substitute insurance policy(ies) with
terms and conditions and in amounts which comply with the terms of the
Contract Documents and which provides for retroactive coverage to the date of
cancellation or non-renewal to fill any gaps in coverage which may exist due
to the cancellation or non-renewal of the prior "claims made" policies. With
respect to all "claims made" policies which are renewed, Contractor shall
provide coverage retroactive to the date of

                                      20
<PAGE>


commencement of the Work in said renewed policy. All said substitute or
renewed "claims made" policies shall be maintained in full force and effect
for the longer of (I) two (2) years from the date of completion of the Work
or (ii) as otherwise required by the Contract Documents. A certificate
evidencing continuation of such policies shall be submitted with the final
Application of Payment as required by Article 9.1.2. Nothing herein shall
affect the continuing effectiveness of the indemnity clauses in the Contract
Documents..

11.7     INDEMNIFICATION. With the exception that this Paragraph 11.7 shall
in no event be construed to require indemnification by Contractor to a
greater extent than permitted under the public policy of the state where the
Project is located, Contractor shall indemnify, defend (if required by Owner
and with Counsel selected by Owner), and hold Owner, and the Owner's
Representative, the parent, subsidiary, related and affiliated companies or
partnerships of each and the officers, directors, agents, employees, partners
and assigns of each, harmless from and against any and all claims, demands,
suits, judgments, losses or expenses of any nature whatsoever (including
actual attorney's fees) ("Claims") arising directly or indirectly, in whole
or in part, from or out of any:

(a)      Act or omission of Contractor, its officers, directors, agents,
         employees, any contractor, subcontractor or subconsultant of any
         tier, anyone directly or indirectly employed by any of them or
         anyone for whose acts any of them may be liable;

(b)      Personal injury, including but not limited to, bodily injury,
         emotional injury, sickness or disease, or death to persons,
         including but not limited to any employees or agents of Contractor,
         Owner or any independent contractor, subcontractor or
         sub-subcontractor and/or damage to property of anyone (including
         loss of use thereof), caused or alleged to be caused in whole or in
         part by any negligent act or omission of Contractor, or anyone
         directly or indirectly employed or engaged by Contractor,
         contracting or subcontracting by or under Contractor, or anyone or
         whose acts Contractor may be liable, regardless of whether such
         personal injury or damage is caused in part by a party indemnified
         hereunder;

(c)      Penalties imposed on account of the violation of any law, order,
         citation, rule, regulation, standard, ordinance or statute, caused
         by the action or inaction of Contractor, anyone directly or
         indirectly employed or engaged by Contractor or contracting or
         subcontracting by or under Contractor or anyone for whose acts
         Contractor may be liable;

(d)      Infringement of any patent, trademark, or copyright, or violation of
         trade secret or other proprietary right by any structure or
         equipment, contracted, modified or incorporated by or on behalf of
         the Owner pursuant to this Contract;

(e)      Any failure of Contractor or any of its subcontractors or
         subconsultants of any tier to perform and complete the Work in
         strict compliance with the Contract Documents (unless such failure
         has been specifically and expressly waived by the Owner in writing);

(f)      Failure of Contractor to comply with the insurance provisions of
         this Paragraph 11.7;

(g)      Any breach by Contractor of any of its duties, obligations or
         representations and warranties contained in the Contract. The
         indemnification provisions of this Paragraph 11.7 shall extend to
         Claims occurring after this Contract is terminated as well as while
         it is in force. Such indemnity provisions apply regardless of any
         active and/or passive negligent act by omission or Owner, its
         agents, independent contractors or employees. Contractor, however,
         shall not be obligated under this Contract to indemnify Owner for
         claims arising from the sole negligence or willful misconduct of
         Owner or its agents, employees or independent contractors who are
         directly responsible to Owner, or for defects in design furnished by
         such persons. The indemnities set forth in this Paragraph 11.7 shall
         not be limited by the insurance requirements contained herein. The
         provisions of this paragraph shall survive the expiration or sooner
         termination of the Contract.



                                   ARTICLE 12
                               CHANGES IN THE WORK



12.1     CHANGE ORDERS AND DIRECTIVES. The Owner may, without affecting the
validity of the Contract Documents or any term or condition thereof, issue
Change Orders or Directives or give other orders and instructions regarding
the Work which may have the effect of ordering extra work or other changes in
the Work by altering, adding to or deducting from the Work, modifying the
method or manner of its performance or otherwise (herein sometimes referred
to as "Changes in the Work"). In any such event, the Contract Sum shall,
where applicable, be increased or decreased in the manner hereinafter set
forth; provided, however, that if the Contractor should proceed with a

                                      21
<PAGE>


Change in the Work upon an oral order, by whomsoever given, it shall
constitute a waiver by the Contractor of any claim for an increase in the
Contract Sum or extension of the Contract Time on account hereof. All Changes
in the Work shall be performed in accordance with the Contract Documents.

12.2     CHANGES REQUIRING AN INCREASE IN CONTRACT SUM. If any Change in the
Work will result in an increase in the Contract Sum, the Owner shall have the
right to require the performance thereof on a lump sum basis, a unit price
basis or a time and material basis, all as hereinafter more particularly
described.

         12.2.1   LUMP SUM BASIS. If the Owner elects to have any Change in the
         Work performed on a lump sum basis, its election shall be based on a
         lump sum proposal which shall be submitted by the Contractor to the
         Owner within the time established by the Owner in the Owner's request
         therefor. The Contractor's proposal shall be itemized and segregated
         by labor and materials for the various components of the Change in
         the Work and shall be accompanied by signed proposals of any
         Subcontractors or Sub-subcontractors who will perform any portion of
         the Change in the Work and of any persons who will furnish materials
         or equipment for incorporation therein. The portion of the proposal
         relating to labor, whether by the Contractor's forces or those of
         its Subcontractors or Sub-subcontractors, may only include
         reasonably anticipated gross wages of Job Site labor, including
         foremen, who will be directly involved in the Change in the Work,
         plus payroll costs (including Social Security, federal or state
         unemployment insurance taxes and fringe benefits in connection with
         such labor required by union and/or trade agreements if applicable)
         and up to ten percent (10%) of such anticipated gross wages, but not
         payroll costs, as overhead and profit for any such entity actually
         performing the Change in the Work or a portion thereof. The portion
         of the proposal relating to materials may only include the
         reasonably anticipated direct costs to the Contractor, its
         Subcontractors or Sub-subcontractors of materials to be purchased
         for incorporation in the Change in the Work, plus transportation and
         applicable sales or use taxes, and up to ten percent (10%) of said
         direct material costs as overhead and profit for the entity actually
         supplying the materials. The proposal may further include the
         Contractor's or its Subcontractor's or Sub-subcontractor's
         reasonably anticipated direct rental costs in connection with the
         Change in the Work (either actual rates or discounted local
         published rates), plus up to six percent (6%) thereof as overhead
         and profit for the entity actually incurring such costs. If any of
         the items included in the lump sum proposal are covered by unit
         prices contained in the Contract Documents, the Owner may elect to
         use these unit prices in lieu of the similar items included in the
         lump sum proposal, in which event an appropriate deduction will be
         made in the lump sum amount prior to the application of any allowed
         overhead and profit percentages. No overhead and profit shall be
         applied to any unit prices.

         12.2.2   INTENTIONALLY OMITTED.

         12.2.3   TIME AND MATERIAL BASIS. If the Owner elects to have the
         Change in the Work performed on a time and material basis, the same
         shall be performed, whether by the Contractor's forces or the forces
         of any of its Subcontractors or Sub-subcontractors, at actual cost to
         the entity performing the Change in the Work (without any charge for
         administration, clerical expense, supervision or superintendence of
         any nature whatsoever, except foremen directly involved in the
         Change in the Work, or the cost, use or rental of small tools
         defined as tools with a cost or value of less than $1,000, or
         equipment owned by the Contractor or any of its related or
         affiliated companies), plus ten percent (10%) of gross wages
         (excluding payroll costs) of Job Site labor and direct material
         costs and six percent (6%) of rental costs (other than small tools
         defined as tools with a cost or value of less than $1,000, or
         equipment owned by the Contractor or any of its related or
         affiliated companies) as the total overhead and profit. The
         Contractor shall submit to the Owner daily time and material
         tickets, to include the identification number assigned to the Change
         in the Work, the location and description of the Change in the Work,
         the classification, names and social security numbers of labor
         employed, the materials used, the equipment rented (not tools) and
         such other evidence of cost as the Owner may require. The Owner may
         require authentication of all time and material tickets and invoices
         by persons designated by the Owner for such purpose. The failure of
         the Contractor to secure any required authentication shall, if the
         Owner elects to treat it as such, constitute a waiver by the
         Contractor of any claim for the cost of that portion of the Change
         in the Work covered by a non-authenticated ticket or invoice;
         provided, however, that the authentication of any such ticket or
         invoice by the Owner shall not constitute an acknowledgment by the
         Owner that the items thereon were reasonably required for the Change
         in the Work.

         12.2.4   The Owner shall have no obligation or liability on account of
         a Change in the Work except as specifically provided in this Paragraph

                                      22
<PAGE>


         12.2. If the Contractor fails to render any proposal within ten (10)
         days after the date of the Owner's request pursuant to this
         Paragraph 12.2 or such longer period of time established by the
         Owner in its request, the Owner may issue a unilateral Change Order
         for any such Change in the Work giving the Owner's reasonable
         estimate of the cost of the Change, which shall become automatically
         binding upon the Contractor. Overhead and profit, as allowed under
         this Paragraph 12.2, shall be deemed to cover all costs and expenses
         of any nature whatsoever including, without limitation, those for
         clean-up, protection, supervision, estimating, field operations,
         impacts, inefficiency, extended (Job Site and home office) overhead,
         unabsorbed (Job Site and home office) overhead, delays, acceleration
         (actual or constructive), ripple effect, small tools and security,
         which the Contractor or any of its Subcontractors of
         Sub-subcontractors may incur in the performance of or in connection
         with a Change in the Work and which are not otherwise specifically
         recoverable by them pursuant to this Paragraph 12.2.

         12.2.5   The Work pursuant to this Contract shall be performed by the
         Contractor at no extra cost to the Owner despite any order from the
         Owner which designates or contemplates a portion of the Work as a
         Change in the Work.

12.3     CHANGES REQUIRING A DECREASE IN CONTRACT SUM. If any Change in the
Work will result in a decrease in the Contract Sum, the Owner may request a
quotation by the Contractor of the amount of such decrease for use in
preparing a Change Order. The Contractor's quotation shall be forwarded to
the Owner within ten (10) days after the date of the Owner's request of such
longer period of time established by the Owner therein and, if acceptable to
the Owner, shall be incorporated in the Change Order. If not acceptable, the
parties shall make every reasonable effort to agree as to the amount of such
decrease, which may be based on a lump sum properly itemized, on unit prices
stated in the Contract Documents and/or on such other basis as the parties
may mutually determine. If the parties are unable to so agree, the amount of
such decrease shall be the total of the estimated reduction in the actual
cost of the Work, as determined by the Owner's Representative in its
reasonable judgment. If the Contractor fails to render any proposal within
the time required herein, the Owner may issue a unilateral deductive Change
Order giving the Owner's reasonable estimate of the deductive Change, which
shall become automatically binding upon the Contractor.

12.4     DISPUTES REGARDING CHANGES. If any dispute should arise between the
parties with respect to an increase or decrease in the Contract Sum as a
result of a Change in the Work, the Contractor shall not suspend performance
of any such Change in the Work or the Work itself unless otherwise so ordered
by the Owner in writing. The Owner may, however, notify the Contractor of its
determination regarding any such Change and, in the case of an increase, may
thereafter pay to the Contractor up to 50% of the Owner's reasonable estimate
of the value of the Change in the Work as its sole obligation with respect to
any such Change pending resolution of the dispute. The Contractor shall
thereafter be subject to the terms of Paragraph 13.2 regarding its claims for
any difference.

12.5     AUDIT RIGHTS. Where the Work performed is done pursuant to payment
based upon a negotiated, time and material or cost plus basis, then the
Contractor shall afford, access to the Owner at all reasonable times to any
accounting books and records, correspondence, instructions, invoices,
receipts, vouchers, memoranda and other records of any kind relating to the
Work, all of which each of them shall maintain for a period of at least four
(4) years from and after the Date of Substantial Completion. The Contractor
shall make the same available for inspection, copying and audit, in
accordance with general accepted accounting standards, within three (3) days
following notification to the Contractor of the Owner's intent to audit,
failing which any claims for an increase in the Contract Sum and/or extension
of the Contract Time, as applicable, shall be waived.



                                   ARTICLE 13
                                     CLAIMS



13.1     CLAIMS FOR EXTENSIONS OF CONTRACT TIME. No claim by the Contractor
for an extension of the Contract Time or any Milestones shall be considered
unless made in accordance with this Paragraph 13.1. The Contractor shall not
be entitled to any extension of the Contract Time or any milestones as a
result of any cause unless it shall have given written notice to the Owner
pursuant to Paragraph 16.3, within fourteen (14) days following the
commencement of each such condition or cause of the occurrence and probable
duration thereof. The Contractor hereby waives any claims for any such
extensions not timely made in accordance herewith.

13.2     CLAIMS FOR INCREASES IN CONTRACT SUM. Except as otherwise provided
in Paragraph 12.2, no claim by the Contractor for an increase in the Contract
Sum shall be considered unless made in accordance with this Paragraph. The
Contractor shall give the Owner written notice of any such claim not later
than fourteen (14) days after the occurrence of the event giving rise to the
claim (including, without limitation, any Owner determination pursuant to

                                      23
<PAGE>


Paragraph 12.4), but (except in the event of emergencies pursuant to
Paragraph 10.3) prior to the incurring of any expenses by the Contractor.
Failure to give such notice shall constitute a waiver of the claim including,
but not limited to, any and all damages, cost, impacts, inefficiency,
extended overhead, unabsorbed overhead, ripple effect, or expenses of any
nature whatsoever which the Contractor, or its Subcontractors or
Sub-subcontractors, may suffer or incur. Claims shall be made in writing and
shall identify the instructions or other circumstances that are the basis of
the claim and shall set forth the Contractor's best estimate of the dollar
amount claimed. No claim shall be considered by the Owner if the Contractor
has otherwise waived its rights to file a claim pursuant to the Contract
Documents..

13.3     RESOLUTION OF CLAIMS.. The Architect will review Claims and within
ten (10) days after receipt of a Claim will either (i) reject the Claim in
whole or in part, (ii) recommend approval of the Claim in whole or in part,
(iii) request the claimant provide additional information in support of the
Claim, or (iv) suggest a compromise. The Architect's action under the
preceding sentence shall be promptly reported to the Owner and the
Contractor. If a Claim is not resolved after consideration of the foregoing
and of any further evidence provided to the Architect, the claimant shall be
entitled to pursue its Claim in any lawful manner, subject to any limitations
contained in the Contract Documents, if any. The foregoing notwithstanding,
none of Architect's decisions or recommendations with respect to Claims or
any other matters will be binding on Owner or Contractor unless Owner and
Contractor otherwise mutually agree in writing.

13.4     NO OTHER CLAIMS. The parties acknowledge that the provisions of
Paragraphs 13.1 and 13.2 are included herein for the purpose of fixing and
limiting the time within which, and the manner in which claims must be made;
and that Paragraphs 13.1 and 13.2 do not grant to the Contractor any right to
increase in the Contract Sum, or extensions in the Contract Time or any
Milestones, not otherwise permitted or provided by the other terms and
provisions of the Contract Documents.

13.5     NO ARBITRATION. Owner and Contractor hereby agree that no claims or
disputes between Owner and Contractor arising out of or relating to the
Contract Documents or a breach thereof shall be decided by any arbitration
proceeding including, without limitation, any proceeding under the Federal
Arbitration Act (9 U.S.C. Sections 1-14), or any applicable state arbitration
statute, except that in the event that Owner is subject to an arbitration
proceeding related to the Project, Contractor consents to being joined in the
arbitration proceeding if Contractor's presence is required or requested by
Owner for complete relief to be accorded in the arbitration proceeding.



                                   ARTICLE 14
                       UNCOVERING AND CORRECTION OF WORK;
                         OWNER'S RIGHT TO CARRY OUT WORK



14.1     UNCOVERING OF WORK.

         14.1.1   If any portion of the Work should be covered contrary to the
         instructions or request of the Owner or the requirements of the
         Contract Documents, the Contractor shall, if required by the Owner,
         uncover such portions of the Work for the Owner's observation and
         shall replace such Work, all at the Contractor's sole expense.

         14.1.2   If any portion of the Work should be covered prior to a
         specific request for observation or instruction by the Owner, the
         Owner may request to see such Work, and it shall be uncovered by the
         Contractor. If such Work is found to be in accordance with the
         Contract Documents and without defect, the cost of uncovering and
         replacement shall, by appropriate Change Order, be charged to the
         Owner. If such work is found to be defective or not in accordance
         with the Contract Documents, the Contractor shall bear such costs;
         provided, however, that if it is found that the condition was caused
         by a Separate Contractor employed as provided in Article 7, the
         Contractor shall have the right to seek reimbursement of the costs
         it incurs as aforesaid from said Separate Contractor.

14.2     CORRECTION OF WORK.

         14.2.1   The Owner shall have the authority to reject any portion of
         the Work which is defective or does not conform to the Contract
         Documents, and the Contractor shall promptly correct all Work so
         rejected by the Owner, whether observed before or after the Date of
         Substantial Completion and whether or not fabricated, installed or
         completed. In order that such corrective work shall not interrupt or
         delay the Owner's schedule for completion of the Project or, if
         applicable, disturb the occupants of the completed Project, the
         Contractor shall perform such work according to a schedule therefor
         established by the Owner (which may provide that the same be
         performed on overtime, shift

                                      24
<PAGE>


         work, Saturdays, Sundays and/or holiday), utilizing in the
         performance thereof such manpower as is necessary to complete the
         corrective Work in accordance with said schedule. The Contractor
         shall bear all costs of correcting such rejected Work, including,
         without limitation, compensation for any additional architectural
         and engineering services made necessary thereby.

         14.2.2   If, within one (1) year after the Date of Substantial
         Completion of the Work or within such longer period of time as may
         be prescribed by law or by the terms of any applicable warranty or
         guarantee required by the Contract Documents, any of the Work is
         found to be defective or not in accordance with the Contract
         Documents, the Contractor shall correct it promptly after receipt of
         written instructions to that effect from the Owner unless the Owner
         has previously given the Contractor a written acceptance of such
         condition.

         14.2.3   The Contractor shall remove from the Job Site all Work
         which is defective or non-conforming and not corrected under
         Paragraph 5.3 or Subparagraphs 14.2.1 or 14.2.2 unless removal is
         waived by the Owner.

         14.2.4   The Contractor shall bear the cost of making good all work
         of Separate Contractors (and any of the Owner's other structures or
         facilities) destroyed or damaged by such removal or correction.

         14.2.5   If the Contractor does not remove such uncorrected
         defective or non-conforming Work within a reasonable time fixed by
         written instructions to that effect from the Owner, the Owner may
         remove it and store the materials and equipment at the expense of
         the Contractor. If the Contractor does not pay the cost of such
         removal and storage within ten (10) days thereafter, the Owner may,
         upon ten (10) additional days written notification to the
         Contractor, sell such materials and equipment at public or private
         sale and account to the Contractor for the net proceeds thereof,
         after deducting all the costs that should have been borne by the
         Contractor, including compensation for any additional architectural
         and engineering services and attorneys' fees made necessary thereby.
         If such proceeds of sale do not cover all costs which the Contractor
         should have borne, the difference shall be deducted or offset
         against any amounts then or thereafter due to the Contractor. If the
         amounts then or thereafter due to the Contractor are not sufficient
         to cover such difference, the Contractor shall, upon demand, pay the
         same to the Owner. The obligations of the Contractor under this
         Subparagraph 14.2.5 shall be in addition to, and not in limitation
         of, any obligations imposed on it by law, by any other provision of
         this Contract or by any warranty or guarantee under this Contract.

         14.2.6   If the Contractor fails to correct any defective or
         non-conforming Work, the Owner may correct it in accordance with
         Paragraph 14.3. In the event of a defect found after final
         acceptance of the Work by the Owner which the Contractor is
         obligated to correct pursuant to Subparagraph 14.2.2, the Owner may,
         at its option, after giving the Contractor an opportunity to correct
         such defect, cause such corrective work to be performed by others
         and charge the Contractor with the cost thereof. Such charge shall
         be due and payable by the Contractor upon demand. The Contractor's
         obligations under this Paragraph 14.2 shall survive the expiration
         or sooner termination of this Contract.

14.3     OWNER'S RIGHT TO CARRY OUT WORK. If the Contractor defaults or
neglects to carry out the Work in accordance with the Contract Documents or
fails to perform any provision of this Contract, and such default, neglect or
non-performance shall continue for a period of 48 hours after written
notification thereof from the Owner (or if such default, neglect or
non-performance cannot be reasonably remedied within such 48-hour period, and
Contractor does not (in the sole determination of Owner) undertake in good
faith the remedy of the same within said period and thereafter proceed
diligently to completion), then the Owner may, without prejudice to any other
remedy the Owner may have, make good such deficiencies; provided, however,
that in the event of an emergency, as reasonably determined by the Owner, no
notification shall be required. The Owner shall have the right to take
possession of such portion of the Job Site as will enable it to make good
such deficiencies and, in connection therewith, to utilize the materials,
equipment, tools, construction equipment and machinery of the Contractor
located on the Job Site. If the Owner makes good any such deficiencies, the
costs of correcting the same, including compensation for additional
architectural and engineering service made necessary by such default, neglect
or non-performance, shall be deducted or offset against any amounts then or
thereafter due to the Contractor. If the amounts then or thereafter due to
the Contractor are not sufficient to cover such costs, then the Contractor
shall, upon demand, pay the difference to the Owner.

14.4      ACCEPTANCE OF DEFECTIVE OR NON-CONFORMING WORK. If the Owner
prefers to accept defective or non-conforming Work, it may do so instead of
requiring its removal and correction, in which case an appropriate amount
shall be deducted or offset against any amounts then or thereafter due to the
Contractor; or, if the said appropriate amount of offset is determined after
final payment (or if there is not then or thereafter due to the

                                      25
<PAGE>


Contractor an amount sufficient to cover the deduction or offset available to
the Owner), the Contractor shall, upon demand, pay the appropriate amount (or
the difference after offset, as applicable) to the Owner.



                                   ARTICLE 15
                             TERMINATION OF CONTRACT



15.1     TERMINATION BY CONTRACTOR. If the Owner should, without notifying
the Contractor of its cause for doing so, fail or refuse to approve an
Application for Payment or make payment thereon for a period of Twenty Five
(25) days after the same is required to be approved or paid pursuant to the
Contract Documents, then the Contractor shall have the right, as its sole and
exclusive remedy and upon Seven (7) days prior written notice to the Owner,
to terminate this Contract and recover from the Owner payment for all unpaid
Work executed up to the date of termination, including any proven loss of
reasonable profits sustained, based upon the percentage of Work completed
through the date of termination. If the Owner shall cure its said default
within such fourteen (14) day period, then the Contractor's notice of
termination shall thereby be rendered ineffective, and this Contract shall
continue in full force and effect. Prior to termination as aforesaid, the
Contractor shall not delay or suspend the Work in whole or in part. The
Contractor may not terminate this Contract on the grounds that the cause
given by the Owner for failing or refusing to pay is not in accordance with
fact or law, it being understood and agreed that the Contractor's sole remedy
in such event shall be to seek money damages. The Contractor acknowledges
that it can be adequately compensated by such money damages for any breach of
this Contract which may be committed by the Owner. Accordingly, and except as
hereinabove provided, the Contractor expressly agrees that no default, act or
omission of the Owner shall entitle the Contractor to cancel, rescind or
terminate this Contract or suspend or abandon its performance of the Work.

15.2     TERMINATION BY OWNER FOR CAUSE.

         15.2.1   If the Contractor should become insolvent, file any
         bankruptcy proceedings, make a general assignment for the benefit of
         creditors, suffer or allow appointment of a receiver, refuse, fail
         or be unable to make prompt payment to Subcontractors, disregard
         applicable laws, ordinances, governmental orders or regulations or
         the instructions of the Owner, or if the Contractor should otherwise
         be guilty of a violation of, or in default under, any provision of
         the Contract, then the Owner may, without prejudice to any other
         right or remedy available to the Owner and after giving the
         Contractor and its surety, if any, three (3) days' written notice,
         terminate the Contract and the employment of the Contractor on the
         Project, take possession of the Job Site and of all materials,
         equipment, tools, construction equipment and machinery thereon owned
         by the Contractor and finish the Work by whatever method the Owner
         may deem expedient. In addition, without terminating this Contract
         as a whole, the Owner may, under any of the circumstances set forth
         above, terminate any portion of this Contract (by reducing, in such
         manner as the Owner deems appropriate, the scope of the Work to be
         performed by the Contractor) and complete the portion of this
         Contract so terminated in such manner as the Owner may deem
         expedient, taking possession of such part of the Job Site and
         utilizing such materials, equipment, tools, construction equipment
         and machinery owned by the Contractor as may be necessary to
         accomplish the same. The Contractor hereby grants to the Owner the
         further right: (a) to enter upon any premises or property other than
         the Job Site in order to take possession of any materials, tools,
         equipment, machinery or other items intended for incorporation in
         the Work (or any portion thereof) or for use in the performance
         thereof and (b) to receive an assignment of such subcontracts as the
         Owner deems necessary or desirable at the time of termination of
         this Contract or a portion thereof.

         15.2.2   If this Contract is terminated pursuant to Subparagraph
         15.2.1, the Contractor shall not be entitled to receive any further
         payment until the Work is completed, and the Owner shall have the
         same right to retain monies owing to the Contractor as it would have
         to retain such monies from and against final payments. Upon the
         completion of the Work, the Owner shall make payment to the
         Contractor, or the Contractor shall reimburse the Owner, as the case
         may be, as provided in Article 10 of the Agreement. If a portion of
         this Contract is terminated pursuant to Subparagraph 15.2.1, such
         termination shall not be treated as a reduction in the scope of the
         Work pursuant to Article 12. Rather, in such event, the Owner shall
         deduct or offset against any monies then or thereafter due to the
         Contractor an amount determined by the Owner to be adequate to cover
         all costs and expenses it will incur in performing, or cause to be
         performed, the portion of this Contract so terminated. If the
         Owner's costs and expenses prove to be less than the amount deducted
         or offset, the Contractor shall be entitled to the difference unless
         otherwise provided herein. If the amount then or thereafter due to
         the Contractor is less than the amount to be deducted or offset
         and/or if the Owner's costs

                                      26
<PAGE>


         and expenses prove to exceed the amount deducted or offset, the
         Contractor shall pay the difference to the Owner upon demand.

         15.2.3   The remedies provided to the Owner in this Paragraph 15.2
         are in addition to, and not in lieu of, any other rights or remedies
         available to the Owner under the Contract Documents, at law or in
         equity. In the event of any breach of this Contract by the
         Contractor, and whether or not this Contract is terminated by the
         Owner, the Contractor shall be liable for all damages, losses, costs
         and expenses incurred by the Owner as a result thereof.

15.3     TERMINATION BY OWNER WITHOUT CAUSE. Without limitation to the
provisions of Paragraph 15.2, the Owner shall have the right at any time,
upon not less than seven (7) days notice to the Contractor to terminate this
Contract without cause and/or for the Owner's convenience. Upon receipt of
such notice of termination, the Contractor shall forthwith discontinue the
Work and remove its equipment and employees from the Job Site. In the event
of termination under this Paragraph 15.3, the Contractor shall have the
right, as its sole and exclusive remedy, to recover from the Owner payment
for all unpaid Work executed up to the date of termination. In addition,
without terminating this Contract as a whole, the Owner may, for its
convenience, terminate a portion of this Contract (by reducing, in such
manner as the Owner deems appropriate, the scope of the Work to be performed
by the Contractor), in which event such termination of a portion of this
Contract shall be treated as a reduction in the scope of the Work pursuant to
Article 12.

                                   ARTICLE 16
                            MISCELLANEOUS PROVISIONS



16.1    GOVERNING LAW. This Contract shall be governed by, and construed in
accordance with, the laws of where the Project is located, to the exclusion
of the rules of conflicts of laws of the state where the Project is located.

16.2     ASSIGNABILITY; SUCCESSORS AND ASSIGNS.

         16.2.1   This Contract may be assigned by Owner at any time without
         Contractor's consent; without limiting the generality of the
         foregoing, all warranties and guarantees in favor of Owner under the
         Contract Documents may be assigned without Contractor's consent by
         Owner to any party designated by Owner and such assignee may
         directly enforce any such warranty or guarantee. The Contractor
         shall not assign this Contract in whole or in part without the
         written consent of the Owner, which consent the Owner may withhold
         in its sole discretion; nor shall this Contract be assignable by the
         Contractor by operation of law. The Contractor shall not assign any
         monies due or to become due to it hereunder without the prior
         written consent of the Owner.

         16.2.2   The Owner and the Contractor each binds itself and, to the
         extent permitted herein, its successors and assigns, to the other
         party and, to the extent permitted herein, the other party's
         successors and assigns, in respect to all covenants, agreement and
         obligations contained in the Contract Documents.

16.3     PERFORMANCE AND PAYMENT BONDS. Unless waived or otherwise agreed by
the Owner, the Contractor shall furnish before commencing any Work hereunder,
and under each continuing (on-call) Work on multiple projects or continuing
(on-call) services as set forth in the Owner approved Work Authorization
Forms, (and if directed by the Owner shall require all or certain of its
Subcontractors to furnish) a bond covering the faithful performance of this
Contract (or any such subcontract), as revised or modified from time to time,
and a bond covering the payment of all obligations arising thereunder in full
compliance with applicable law each in the full Contract Sum, as revised or
Modified from time to time, and with such sureties as may be approved by the
Owner. If such bonds, or either of them, are stipulated in the bidding
documents or in the Contract Documents, the premium therefor shall be paid by
the Contractor (or appropriate Subcontractors); but if required or increased
in amount pursuant hereto subsequent to award of Contract or due to Changes
in the Work, the premium therefor shall be reimbursed by the Owner. The
Contractor shall deliver promptly, and in any event no later than ten (10)
days after notice of award, to the Owner any required bonds or amendments
thereto. The Contractor's failure to timely obtain and deliver the required
bonds or amendments thereto shall constitute cause for the Owner to terminate
this Contract (or for the Contractor to terminate any subcontract). The Owner
shall not be obligated to respond to, and the Contractor shall assure that
the Owner is not sent any job status inquiries from the Contractor, any
surety, or any of their accountant or independent auditors.

16.4     UNION AGREEMENTS. Except as otherwise set forth in this Agreement
including but not limited to paragraph 8.3, regardless of the expiration of
any collective bargaining agreement during the term of this Contract which
may affect the Contractor in any of its activities including, without
limitation, with respect to the Work or the Project, the Contractor is
obligated to man the job and properly and timely perform the Work in a
diligent manner. Upon notification of expected or actual labor disputes or
job disruption arising out of any such collective bargaining negotiations,
the expiration of any union or

                                      27
<PAGE>


trade agreement or any other cause, the Contractor and its Subcontractors and
Sub-subcontractors shall cooperate with the Owner concerning any legal,
practical or contractual actions to be taken by the Owner in response thereto
and shall perform any actions requested by the Owner to eliminate, neutralize
or mitigate the affects of such actions on the progress of the Work and the
impact of such actions on the public access to the Owner's facilities. It is
the Contractor's obligation, at the Contractor's own cost and expense, to
take all steps available to prevent any persons performing the Work from
engaging in any disruptive activities such as strikes, picketing, slowdowns,
job actions or work stoppages of any nature or ceasing to work due to
picketing or other such activities, which steps shall include, without
limitation, execution of an appropriate project agreement with appropriate
unions prohibiting all such activities on or about the Project.
Notwithstanding any such occurrences, the Contractor shall not be relieved of
its obligation to man the job and properly and timely perform the Work in a
diligent manner.

16.5     GENERAL.

         16.5.1   The captions of divisions, sections, articles, paragraphs,
         subparagraphs, clauses and the like in the Contract Documents are
         for convenience only and shall in no way define the content or
         limit the meaning or construction of the wording of the divisions,
         sections, articles, paragraphs, subparagraphs, clauses and the
         like. The parties agree that the Contract Documents shall not be
         construed more strictly against any party regardless of the
         identity of their drafter.

         16.5.2   Unless otherwise specified, article, paragraph and
         subparagraph references appearing in these General Conditions are to
         articles, paragraphs and subparagraphs herein.

         16.5.3   Wherever this Contract obligates the Contractor to
         "indemnify" the Owner, such obligations shall include, but shall
         not be limited by, the following: (i) the Contractor shall
         indemnify the Owner and Owner's Representative, the parent,
         related, affiliated and subsidiary companies of each, and the
         officers, directors, agents, employees and assigns of each;
         (ii) the Contractor shall defend (if requested by the Owner)
         and hold each indemnitee harmless; (iii) in the event of any such
         requested defense, the Owner may choose its legal counsel
         and control the litigation including, without limitation,
         determining legal strategy, settlement strategy and whether or not
         to file any appeals; (iv) the Contractor shall not raise a defense
         to its obligation to indemnify any comparative or contributing
         negligence of any of those indemnified pursuant to any such
         provision, it being understood and agreed that no such
         comparative or contributing negligence shall relieve the
         Contractor from its liability to so indemnify or entitle the
         Contractor to any contribution, either directly or indirectly
         by those indemnified; (v) no indemnification obligation hereunder
         shall be limited in any way to any limit on the amount or type of
         damage, compensation or benefits payable by or for the Contractor
         or any Subcontractor or any Sub-subcontractor under any Worker's
         Compensation Act, disability benefit acts or other employee benefit
         acts and (vi) in all such indemnity provisions shall survive
         the expiration or sooner termination of this Contract.

         16.5.4  Unless otherwise specifically provided herein, the Owner
         may withhold any consents, approvals or waivers required of it
         pursuant to this Contract in its discretion, which consent shall not
         be unreasonably withheld.

16.6     IMMIGRATION REFORM CONTROL ACT. All Contractors, Subcontractors and
Sub-subcontractors must adhere to the Immigration Reform Control Act of 1986
and shall maintain I-9 forms regarding all employees. It is not the Owner's
obligation to insure compliance with this law, however, the Owner reserves
the right to inspect and copy the Contractor's records in this regard upon
request.

16.7     ATTORNEY'S FEES. Any other terms of this Agreement to the contrary
notwithstanding, the parties agree that if any action or proceeding is
commenced by either party to enforce their rights under this Agreement or to
collect damages as a result of the breach of any of the provisions of this
Agreement, the prevailing party in such action or proceeding, shall be
entitled to recover all reasonable costs and expenses, including, without
limitation, reasonable attorneys' fees and court costs, including the costs
of expert witnesses and consultants, in addition to any other relief awarded
by the court.

                                      28
<PAGE>


                                    EXHIBIT D

                                 MILESTONE DATES

  (the Milestone Dates for continuing (on-call) Work on multiple projects or
   continuing (on-call) services shall be described in the job specific Work
                             Authorization form)


EXHIBIT D, Milestone Dates, is bound within this Agreement and made apart of
the Contract Documents between Owner and Contractor.

                                      22
<PAGE>

                                   EXHIBIT E

                        CONTRACTOR'S GUARANTEE TO OWNER


In consideration of the above referenced Contract and pursuant to the
provisions thereof, the undersigned hereby guarantees to the Owner, its
successors and assigns, any and all Work which the undersigned has contracted
to perform, or cause to be performed, pursuant to the above referenced
Contract against any defects in workmanship, materials and/or equipment. Such
Work is defined in the Contract Documents.

In addition to the foregoing guarantee, the undersigned agrees to repair
and/or, at the option of the Owner, replace at its own cost and expense any
or all of the aforesaid Work that within a period of one (1) year from the
date of acceptance thereof by the Owner (or such longer period of time as may
be prescribed by law or otherwise specified in the Contract Documents) may
prove to be defective in workmanship, material and/or equipment or in any way
not be in strict accordance and compliance with the Contract Documents,
together with any adjacent structures or facilities which have been displaced
or damaged by so doing or which may have been damaged as a result of any
defect in workmanship, material and/or equipment or the failure of the Work
to comply with the Contract Documents. All such repairs and/or replacements
shall be performed in accordance with all agreements, terms, conditions,
covenants and provisions of the Contract Documents pursuant to which the said
Work was performed, except that such repairs and/or replacements shall be
without cost to the Owner, its successors or assigns, or to any related
company of the Owner.

Should the undersigned fail to perform its obligations under this Guarantee
promptly after being given notice of a defect by the Owner, then the Owner
may, at its option, perform such corrective work or cause it to be performed
by others and charge the undersigned with the cost


                                       23

<PAGE>

thereof; provided, however, that if, in the sole judgment of the Owner, an
emergency exists as a result of any such defect which, in the Owner's
opinion, requires more immediate corrective action than the undersigned is
able to provide, then the Owner may, without notice to the undersigned,
perform such corrective work or cause it to be performed by others and charge
the undersigned with the cost thereof.


CONTRACTOR


Dome Construction Corporation  Local Representative to be contacted for service:


By:_____________________

Name:                                       Name: John Robertson, Vice President

Title:                                      Address: 80 Carolina Street

                                            San Francisco, California 94103-5116

Date:_____________________                  Telephone Number (415) 864-6140


                                       24

<PAGE>

                                   EXHIBIT F

                                 PAYMENT BOND


(If this Agreement is for continuing (on-call) Work on multiple projects or
       continuing (on-call) services, a separate Payment Bond shall be
               issued for each job specific project or service)

KNOW ALL MEN BY THESE PRESENTS, That we ______________________ as Principal
(Contractor) and as Surety, are held and firmly bound unto ___________ as
Obligee (OWNER), in the penal sum of _____________________________ DOLLARS
($__________) for the payment of which sum we jointly and severally bind
ourselves, our heirs, assigns, executors, administrators and successors
firmly by these presents.

THE CONDITION of the obligation is such that, whereas Contractor has entered
into a Contract with OWNER dated _______________ which Contract is hereto
attached and expressly made a part hereof to perform the following work:

NOW, THEREFORE, if the Contractor shall pay promptly and in full the claims
of all persons, firms, partnerships, corporations or others, supplying labor,
material, services, utilities or equipment in connection with the prosecution
of the work provided for in the Contract and any and all modifications,
additions or alterations of the Contract that may hereafter be made, and
shall fully indemnify and hold harmless the OWNER from all loss, liability
costs, damage penalty and attorney's fees or expenses for all taxes,
insurance premiums, any and all applicable contributions, allowances or other
payments or deductions however termed, required by statute or labor union
agreement, including voluntary payment thereof by the OWNER necessary to
insure orderly prosecution of work or other items or services in connection
with the Contract to be supplied or performed which OWNER may suffer by
reason of failure to do so and shall fully reimburse and repay the OWNER all
outlay and expense which the OWNER may incur in making good any such failure,
then this obligation shall be void; otherwise, it shall remain in full force
and effect.


                                       25

<PAGE>

The Surety and the Contractor further agree that any changes, modifications,
additions or alterations which may be made in the terms of the Contract or in
the scope or character of the work to be done thereunder, or any extensions
of the Contract or in due time for completion thereof any change in the
manner, time or amount of a payment as provided therein, or other forbearance
on the part of either the OWNER or Contractor to the other, shall not in any
way release the Contractor and the Surety, or either of them, their heirs,
assigns, executors, administrators and successors from their liability
thereunder, nor affect the obligations of any of them hereunder, notice to
Surety of any such changes, modifications, additions, extensions or
forbearance being hereby expressly waived by the Surety.

The Surety and the Contractor further agree that this bond shall insure to
the benefit of, and may be sue directly upon by any person, firm or
corporation furnishing labor, material services, utilities or equipment, in
the prosecution of the work provided for in the Contract, or any
modifications, additions or alterations thereto, or who has the right to
establish a lien or claim against OWNER or OWNER's property, premises or
improvements or any funds accrued, or to accrue, from OWNER.

The sum of this Payment Bond is in addition to the sum of the Performance
Bond being executed concurrently herewith.

IN WITNESS HEREOF, the parties have executed this instrument under their
several seals this _____ day of ________________, 19___.

____________________________________    ________________________________________
CONTRACTOR                              CORPORATE SURETY

____________________________________    ________________________________________
Address                                 Address

____________________________________    ________________________________________

By:_________________________________    By:_____________________________________
                (SEAL)                                    (SEAL)


                                       26

<PAGE>

                                   EXHIBIT G

                               PERFORMANCE BOND


  (If this Agreement is for continuing (on-call) Work on multiple projects or
       continuing (on-call) services, a separate Performance Bond shall
              be issued for each job specific project or service)

KNOW ALL MEN BY THESE PRESENTS, That we ______________________ as Principal
(Contractor) and as Surety, are held and firmly bound unto _________________
as Obligee (OWNER), in the penal sum of ____________________________ DOLLARS
($___________) for the payment of which sum we jointly and severally bind
ourselves, our heirs, assigns, executors, administrators and successors
firmly by these presents.

THE CONDITION of the obligation is such that, whereas Contractor has entered
into a Contract with OWNER dated _______________ which Contract is hereto
attached and expressly made a part hereof to perform the following work:

NOW, THEREFORE, if the Contractor shall well and truly perform and fulfill
all the undertakings, covenants, terms, conditions and agreements of the
Contract and any extensions thereof that may be granted by the OWNER, and
during the term of any warranty required under the Contract, and shall also
well and truly perform and fulfill all the undertakings, covenants, terms,
conditions and agreements of any and all modifications, additions or
alterations of the Contract that may hereafter be made, and shall also fully
indemnify and hold harmless the OWNER from all loss, liability costs, damage
penalty and attorneys' fees which OWNER may incur by reason of failure to
well and truly keep and perform each, every and all of the terms and
conditions of said Contract as modified, amended, altered or added to on the
part of Contractor to be kept and performed, including but not limited to
completion within the time specified of all work covered by said Contract,
performance of all obligations, and guarantees of Contractors and shall fully
reimburse and repay the OWNER all outlay and


                                       27

<PAGE>

expense which the OWNER may incur in making good any such failure, then this
obligation shall be void; otherwise it shall remain in full force and effect.

The Surety further agrees that whenever Contractor shall be, and is declared
by OWNER to be, in default under the Contract (and said default shall be
construed to be any breach of any of the provisions of the Contract on the
part of the Contractor) the Surety shall promptly remedy the default, or will
complete the Contract in accordance with its terms and conditions and shall
fully indemnify and hold harmless the OWNER from all costs, damages and
expenses which may arise thereafter (including reasonable attorney's fees)
and which the OWNER may suffer by reason of Surety's failure to do so.

The Surety and the Contractor further agree that any changes, modifications,
additions or alterations which may be made in the terms of the Contract or in
the scope or character of the work to be done thereunder, or any extensions
of the Contract, or in the time for completion thereof, any change in the
manner, time or amount or payment as provided therein, or other forbearance
on the part of either the OWNER or Contractor to the other, shall not in any
way release the Contractor and the Surety, or either of them, their heirs,
assigns, executors, administrators and successors, from their liability
hereunder, nor affect the obligations of any of them hereunder, notice to
Surety of any such modifications, additions, extensions or forbearance being
hereby expressly waived by the Surety.

The sum of this Performance Bond is in addition to the sum of the Payment
Bond being executed concurrently herewith.

IN WITNESS HEREOF, the above parties have executed this instrument under
their several seals this ____ day of __________________, 19___.

____________________________________    ________________________________________
CONTRACTOR                              CORPORATE SURETY

____________________________________    ________________________________________
Address                                 Address


                                       28

<PAGE>

____________________________________    ________________________________________

By:_________________________________    By:_____________________________________
                (SEAL)                                    (SEAL)


                                       29

<PAGE>

                                   EXHIBIT H

                                 CHANGE ORDER


The "Change Order", AIA DOCUMENT G701, fourteenth edition, April 1987, is not
bound within this Agreement, but is made apart of the Contract Documents
between Owner and Contractor.


                                       30

<PAGE>

                                   EXHIBIT I

                               LEGAL DESCRIPTION


(If this Agreement is for continuing (on-call) Work on multiple projects or
       continuing (on-call) services, a separate Legal Description shall
              be attached to the Owner approved Work Authorization
                 Form for each job specific project or service)

The Legal Description is bound within this Agreement and made a part of the
Contract Documents between Owner and Contractor.


                                       31

<PAGE>

                               LEGAL DESCRIPTION


225 BUSH STREET
CITY AND COUNTY OF SAN FRANCISCO
STATE OF CALIFORNIA

PARCEL ONE:

Beginning at the point formed by the intersection of the southerly line of
Bush Street with the westerly line of Sansome Street; Running thence
southerly along said line of Sansome Street 137 feet 6 inches; thence at a
right angle westerly 206 feet and 3 inches; thence at a right angle northerly
137 feet and 6 inches to the southerly line of Bush Street; thence at a right
angle easterly along said line of Bush Street 206 feet and 3 inches to the
point of beginning.

Being a portion of 50 Vara Block No. 56.

PARCEL TWO:

Beginning at a point on the southerly line of Bush Street, distant thereon
206 feet and 3 inches westerly from the westerly line of Sansome Street;
running thence westerly along said line of Bush Street 68 feet and 9 inches;
thence at a right angle southerly 137 feet and 6 inches; thence at a right
angle easterly 68 feet and 9 inches; thence at a right angle northerly
137 feet and 6 inches to the point of beginning.

Being a portion of 50 Vara Block No. 56.

PARCEL THREE:

Beginning at a point which is perpendicularly distant 245 feet westerly from
the westerly line of Sansome Street and perpendicularly distant 254 feet
southerly from the southerly line of Bush Street; running thence northerly
and parallel with the westerly line of Sansome Street 16 feet and 6 inches;
thence at a right angle westerly 30 feet; thence at a right angle southerly
16 feet and 6 inches; thence at a right angle easterly 30 feet to the point
of beginning.

Being a portion of 50 Vara Block No. 56.

PARCEL FOUR:

An exclusive easement appurtenant to parcels one, two and three above, as more
particularly described in the deed recorded December 18, 1973, in Book B835,
Page 939, official records, Instrument No. W-38605, affecting the following
described real property:

Beginning at a point on the southerly line of Bush Street, distant thereon
275 feet westerly from the point of intersection of said southerly line of
Bush Street and the westerly line of Sansome Street; running thence westerly
along said southerly line of Bush Street 25 feet; thence at a right angle
southerly 154 feet to a point perpendicularly distant 121 feet, more or less,
from the northerly line of Sutter Street; thence at a right angle easterly
25 feet; thence at a right angle northerly 154 feet to said southerly line of
Bush Street and the point of beginning.

Being a portion of 50 Vara Block No. 56.

<PAGE>

                                    EXHIBIT J

                               SCHEDULE OF VALUES






The above Schedule of Values is to be allocated by building and division before
submission of the first Application for Payment as mutually agreed to by Owner
and Contractor.


                                       32

<PAGE>


                                   ADDENDUM 1

                           HOURLY RATE OR FEE SCHEDULE

           (for continuing (on-call) Work on multiple projects or
            continuing (on-call) services, the hourly rate or fee
           schedule shall be as set forth in the job specific Work
                                 Authorization)



                                       33

<PAGE>


                                   ADDENDUM 2

                             WORK AUTHORIZATION FORM

             (an Owner approved Work Authorization Form shall be
               issued for each project for continuing (on-call)
                   Work on multiple projects or continuing
                             (on-call) services)



                                       34

<PAGE>
                             WORK AUTHORIZATION FORM

                                       TO

                             CONSTRUCTION AGREEMENT


(The Work Authorization Form to Construction Agreement is only applicable if the
Agreement (as defined below), is for continuous on-call work on multiple
projects or continuous on-call services)

This Work Authorization Form to Construction Agreement ("Work Authorization")
which supplements the Construction Agreement dated _____________ ("Construction
Agreement"), is made and entered into as of the _________ day of _____________,
1998, by and between _____________ ("Owner") and _____________ ("Contractor").

                                    ARTICLE I
                               CERTAIN DEFINITIONS

1.1      "WORK AUTHORIZATION #": _____________

1.2      "COMMENCEMENT DATE" shall mean the earlier of the _____________ or
the date fixed in a Notice to Proceed to be delivered by Owner to Contractor
after the date of this Work Authorization form.

1.3      "CONTRACT SUM" shall mean:

         ( )      Lump Sum.  The sum of _____________ Dollars
($_____________), subject to additions and deductions as provided in the
Contract Documents.

         ( )      Hourly Rate as set forth in the attached ADDENDUM 1,
subject to additions and deductions as provided in the Contract Documents.

         ( )      In accordance with the fees described in ADDENDUM 1,
subject to additions and deductions as provided in the Contract Documents.

1.4      "PROJECT" shall mean Work at the following location(s):  ____________

______________________________________________________________________________.

The Legal Description for the location(s) is set forth on Exhibit 1.

1.5      "INFORMATION ON PROJECT" this Agreement is for:

                  Project or Contract Name:          _____________

                  Owner's Contract Number:           _____________

                                       1

<PAGE>

                  Owner's Assigned Job Number:       _____________

1.6      "SUBSTANTIAL COMPLETION DATE" shall mean:  _________________________.

1.7      "MILESTONE DATES" shall mean: _______________________________________

                                       _______________________________________

                                       _______________________________________

                                       _______________________________________

1.8      "OWNER'S REPRESENTATIVE" for the Project is:       __________________
(if different than set forth in the Construction Agreement)
                                                            __________________

                                                            __________________

                                                            __________________


1.9      "CONTRACTOR'S REPRESENTATIVE" for the Project is   __________________
(if different that set forth in the Construction Agreement)
                                                            __________________

                                                            __________________

                                                            __________________


1.10     "A/E" for the Project is:                          __________________
(if different that set forth in the Construction Agreement)
                                                            __________________

                                                            __________________

                                                            __________________

1.11     "CONTRACT DOCUMENTS" shall mean this Work Authorization Form, the
Construction Agreement, the General Conditions, any special supplementary or
other conditions as set forth on Exhibit 2 (collectively "Special
Conditions"), the Drawings, the Specifications, all Addenda (except portions
thereof relating purely to the bidding form or bidding procedure), all
modifications and all other documents enumerated on Exhibit 3 attached
hereto. The Contract Documents collectively form the Contract and are fully
apart thereof as if attached to this Work Authorization Form or repeated
herein.

                                   ARTICLE II
                                     BONDING

2.1      A Payment Bond is required as set forth in Exhibit 4.

2.2      A Performance Bond is required as set forth in Exhibit 5.

                                   ARTICLE III
                                  DELAY DAMAGES

3.1      Delay Damages pursuant to Section 8.3.3 of the General Conditions of
the Contract for Construction shall be _____________ Dollars ($_____________)
for each calendar day

                                       2

<PAGE>

for which Substantial Completion shall not have occurred on or before the
expiration of the Contract Time.

3.2      Delay Damages pursuant to Section 8.3.3 of the General Conditions of
the Contract for Construction do not compensate Owner for any other damages
of any type or kind, including without limitation any damages related to or
in connection with Contractor's failure to fully and properly perform the
Contract Documents or any damages resulting from _____________.

3.3      Pursuant to Section 8.3.5 of the General Conditions of the Contract
for Construction, in addition to Delay Damages under Section 8.3.3 of the
General Conditions of the Contract for Construction, Owner shall at all times
be entitled to all of its remedies under the Contract Documents and at law
and in equity, including, without limitation, the recovery of damages related
to or in connection with Contractor's failure to fully and properly perform
the Contract Documents or any damages resulting therefrom.

                                   ARTICLE IV
                                  MISCELLANEOUS

4.1      A fully executed copy of this Work Authorization hereby authorizes
the Contractor to proceed with the Work as set forth herein and described in
the Contract Documents.

4.2      By executing this document, Contractor acknowledges that - for the
purposes of any applicable Mechanics Lien Law - the Project described in this
document constitutes a separate work of improvement from other Projects
described in other Work Authorizations issued pursuant to the Construction
Contract.

4.3      Contractor shall inform all its consultants, suppliers and other
agents: (i) that the Project described in this Authorization constitutes a
separate work of improvement from other Projects on which they may have
performed Work for Contractor pursuant to the Contract, (ii) that they must
file a new Preliminary Notice to be entitled to lien rights on account of
Work on the Project described in this Work Authorization and (iii) Owner may
file a separate Notice of Completion for the Project described herein at
completion of any construction/installation of Work on this Project.

4.4      Contractor shall provide Owner with subcontractors' and
materialmans' acknowledgments, which indicate that they have been so informed.

4.5      This Work Authorization sets forth the terms and conditions for the
Project set forth herein only. The terms and conditions for other continuing
(on-call) Work on multiple projects or continuing (on-call) services shall be
set forth in separate Work Authorization form(s).

                                       3

<PAGE>

4.6      Except as set forth herein or as a necessary corollary to this Work
Authorization, all terms, conditions and promises of the Construction
Agreement not inconsistent with the terms, conditions and provisions of this
Work Authorization shall remain in full force and effect and are hereby
reaffirmed by the parties. The terms used herein but not defined in the
foregoing Work Authorization shall have all of the meanings ascribed to such
terms in the Construction Agreement. This Work Authorization may be executed
in multiple counterparts.

OWNER:                                 CONTRACTOR:

----------------------------------     -----------------------------------
By:                                    By:
   -------------------------------        --------------------------------
Title:                                 Title:
      ----------------------------           -----------------------------
Date:                                  Date:
     -----------------------------          ------------------------------


                                       4

<PAGE>


                                LIST OF EXHIBITS

     EXHIBIT 1 -                Legal Description

     EXHIBIT 2 -                Special Conditions

     EXHIBIT 3 -                List of Contract Documents

     EXHIBIT 4 -                Payment Bond

     EXHIBIT 5 -                Performance Bond

     ADDENDUM 1 -               Hourly Rate or Fee Schedule, if applicable



                                       5

<PAGE>


                                    EXHIBIT 1

                                LEGAL DESCRIPTION


The Legal Description is bound within this Agreement and made a part of the
Contract Documents between Owner and Contractor.



                                       6

<PAGE>


                                    EXHIBIT 2

                               SPECIAL CONDITIONS


[A. Materials purchased by Owner

Certain Materials specified in the Contract Documents and to be incorporated
into the Work have been purchased by Owner. The cost for loading, transporting
and unloading these Materials at the Project site are included in the Contract
Sum. The list of materials purchased by the Owner is bound within this Agreement
and made apart of the Contract Documents between Owner and Contractor.]


                                       7

<PAGE>


                                    EXHIBIT 3

                           LIST OF CONTRACT DOCUMENTS





                                       8
<PAGE>

                                   EXHIBIT 4

                                 PAYMENT BOND


   (If this Agreement is for continuing (on-call) Work on multiple projects
        or continuing (on-tall) services, a separate Payment Bond shall
              be issued for each job specific project or service)

KNOW ALL MEN BY THESE PRESENTS, That we _____________ as Principal
("Contractor") and as Surety, are held and firmly bound unto _____________ as
Obligee ("Owner"), in the penal sum of _______________________________ DOLLARS
($_____________) for the payment of which sum we jointly and severally bind
ourselves, our heirs, assigns, executors, administrators and successors,
firmly by these presents.

THE CONDITION of the obligation is such that, whereas Contractor has entered
into a Contract with Owner dated _____________ which Contract is hereto
attached and expressly made a part hereof to perform the following work:

NOW, THEREFORE, if the Contractor shall pay promptly and in full the claims
of all persons, firms, partnerships, corporations or others, supplying labor,
material, services, utilities or equipment in connection with the prosecution
of the work provided for in the Contract and any and all modifications,
additions or alterations of the Contract that may hereafter be made, and
shall fully indemnify and hold harmless the Owner from all loss, liability
costs, damage penalty and attorney's fees or expenses for all taxes,
insurance premiums, any and all applicable contributions, allowances or other
payments or deductions however termed, required by statute or labor union
agreement, including voluntary payment thereof by the Owner necessary to
insure orderly prosecution of work or other items or services in connection
with the Contract to be supplied or performed which Owner may suffer by
reason of failure to do so and shall fully reimburse and repay the Owner all
outlay and expense which the Owner may incur in making good any such failure,
then this obligation shall be void; otherwise, it shall remain in full force
and effect.

The Surety and the Contractor further agree that any changes, modifications,
additions or alterations which may be made in the terms of the Contract or in
the scope or character of the work to be done thereunder, or any extensions
of the Contract or in due time for completion thereof any change in the
manner, time or amount of a payment as provided therein, or other forbearance
on the part of either the Owner or Contractor to the other, shall not in any
way release the Contractor and the Surety, or either of them, their heirs,
assigns, executors, administrators and successors from their liability
thereunder, nor affect the obligations of any of them hereunder, notice to
Surety of any such changes, modifications, additions, extensions or
forbearance being hereby expressly waived by the Surety.


                                       9

<PAGE>

The Surety and the Contractor further agree that this bond shall insure to
the benefit of, and may be sue directly upon by any person, firm or
corporation furnishing labor, material services, utilities or equipment, in
the prosecution of the work provided for in the Contract, or any
modifications, additions or alterations thereto, or who has the right to
establish a lien or claim against Owner or Owner's property, premises or
improvements or any funds accrued, or to accrue, from Owner.

The sum of this Payment Bond is in addition to the sum of the Performance
Bond being executed concurrently herewith.

IN WITNESS HEREOF, the parties have executed this instrument under their
several seals this _______ day of _____________, 19__.

____________________________________    ________________________________________
CONTRACTOR                              CORPORATE SURETY

____________________________________    ________________________________________
Address                                 Address

____________________________________    ________________________________________

By:_________________________________    By:_____________________________________
                (SEAL)                                    (SEAL)


                                       10

<PAGE>

                                   EXHIBIT 5

                               PERFORMANCE BOND


   (If this Agreement is for continuing (on-call) Work on multiple projects
         or continuing (on-call) services, a separate Performance Bond
           shall be issued for each job specific project or service)

KNOW ALL MIEN BY THESE PRESENTS, That we _____________ as Principal
("Contractor") and as Surety, are held and firmly bound unto _____________ as
Obligee ("Owner"), in the penal sum of __________________________
DOLLARS($_____________) for the payment of which sum we jointly and severally
bind ourselves, our heirs, assigns,. executors, administrators and successors
firmly by these presents.

THE CONDITION of the obligation is such that, whereas Contractor has entered
into a Contract with Owner dated ______________ which Contract is hereto
attached and expressly made a part hereof to perform the following work:

NOW, THEREFORE, if the Contractor shall well and truly perform and fulfill
all the undertakings, covenants, terms, conditions and agreements of the
Contract and any extensions thereof that may be granted by the Owner, and
during the term of any warranty required under the Contract, and shall also
well and truly perform and fulfill all the undertakings, covenants, terms,
conditions and agreements of any and all modifications, additions or
alterations of the Contract that may hereafter be made, and shall also fully
indemnify and hold harmless the Owner from all loss, liability costs, damage
penalty and attorneys' fees which Owner may incur by reason of failure to
well and truly keep and perform each, every and all of the terms and
conditions of said Contract as modified, amended, altered or added to on the
part of Contractor to be kept and performed, including but not limited to
completion within the time specified of all work covered by said Contract,
performance of all obligations, and guarantees of Contractors and shall fully
reimburse and repay the Owner all outlay and expense which the Owner may
incur in making good any such failure, then this obligation shall be void;
otherwise it shall remain in fun force and effect.

The Surety further agrees that whenever Contractor shall be, and is declared
by Owner to be, in default under the Contract (and said default shall be
construed to be any breach of any of the provisions of the Contract on the
part of the Contractor) the Surety shall. promptly remedy the default, or
will complete the Contract in accordance with its terms and conditions and
shall fully indemnify, defend, and hold harmless the Owner from all costs,
damages and expenses which may arise thereafter (including reasonable
attorney's fees) and which the Owner may suffer by reason of Surety's failure
to do so.


                                       11

<PAGE>

The Surety and the Contractor further agree that any changes, modifications,
additions or alterations which may be made in the terms of the Contract or in
the scope or character of the work to be done thereunder, or any extensions
of the Contract, or in the time for completion thereof, any change in the
manner, time or amount or payment as provided therein, or other forbearance
on the part of either the Owner or Contractor to the other, shall not in any
way release the Contractor and the Surety, or either of them, their heirs,
assigns, executors, administrators and successors, from their liability
hereunder, nor affect the obligations of any of them hereunder, notice to
Surety of any such modifications, additions, extensions or forbearance being
hereby expressly waived by the Surety.

The sum of this Performance Bond is in addition to the sum of the Payment
Bond being executed concurrently herewith.

IN WITNESS WHEREOF, the parties have executed this instrument under their
several seals this _______ day of _____________, 19__.

____________________________________    ________________________________________
CONTRACTOR                              CORPORATE SURETY

____________________________________    ________________________________________
Address                                 Address

____________________________________    ________________________________________

By:_________________________________    By:_____________________________________
                (SEAL)                                    (SEAL)


                                       12

<PAGE>

                                  ADDENDUM 1

                          HOURLY RATE OR FEE SCHEDULE


                                       13
<PAGE>


                                    EXHIBIT D

                          COMMENCEMENT DATE MEMORANDUM


         THIS MEMORANDUM is entered into as of ____________ __, 199_ by and
between OAIC Bush Street, LLC., ("Landlord"), and ________________________, a
______________ ("Tenant"), with respect to that certain Office Lease dated as of
____________ __, 1999 (the "Lease") respecting certain premises (the "Premises")
located at 225 Bush Street, San Francisco, California.

         Pursuant to Paragraph 2(a) of the Lease, Landlord and Tenant hereby
confirm and agree that the Rent Commencement Date (as defined in the Lease) is
____________ __, 199_ and that the Expiration Date (as defined in the Lease) is
__________________.

         This Memorandum supplements, and shall be a part of, the Lease.

         IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered
this Memorandum as of the day and year first above written.

TENANT:                                                       LANDLORD:
<TABLE>
<CAPTION>

Xoom.com, Inc.,                                               OAIC Bush Street, LLC,
                                                              a Delaware limited liability company
     <S>                                                      <C>
     By: ___________________________________                  By:_________________________________

     Name:__________________________________                  Name:_______________________________

     Its:___________________________________                  Its:________________________________
</TABLE>




                                       D-1

<PAGE>

                                   EXHIBIT E

                          TENANT ESTOPPEL CERTIFICATE


TO:  ___________________________
     ___________________________
     ___________________________
     Attn: _____________________


           Re:  Lease, dated as of ___________, 19__, between ________________,
                a ___________, as tenant ("Tenant"), and ___________________, a
                _______________ , as landlord ("Landlord"), covering certain
                premises known by the street address _____________, in the City
                of _______________, County of ______________, State of
                _____________ (the "Leased Premises"), as amended as noted on
                attached Schedule A (collectively, the "Lease")


Gentlemen:

         The undersigned Tenant hereby represents, warrants and certifies to
_______________________ ("[LANDLORD/BUYER/LENDER]") that:

         1.  The Lease has not been modified, changed, altered or amended in
any respect, either orally or in writing, except as may be indicated on
Schedule A annexed hereto, and constitutes the entire agreement between
Tenant and Landlord affecting Tenant leasing of the Leased Premises. A true
and correct copy of the Lease is attached as Schedule B. The Lease is in full
force and effect and is not subject to any contingencies or conditions not
set forth in the Lease.

         2.  The term of the Lease commenced on __________________ and will
expire on __________________; the Tenant has ___ successive options to renew
the Lease term, each for an additional period of ___ years.

         3.  The monthly base rent payable by Tenant under the Lease is
$_______________. Tenant has paid all fixed and additional rent and other
sums which are due and payable under the Lease through the date hereof, and
Tenant has not made and will not make any prepayments of fixed rent for more
than one month in advance. There are no presently unexpired rental
concessions or abatements due under the Lease except as set forth on Schedule
A annexed hereto. Tenant has no credits, offsets, abatements, defenses,
counterclaims or deductions against any rental or other payments due under
the Lease or with respect to its

<PAGE>

performance of the other terms and conditions of the Lease, and has asserted
no claims against Landlord.

         4.  Tenant has paid to Landlord as a security deposit in the amount
of $___________. Tenant has not made any other the payments to Landlord as a
security deposit, advance or prepaid rent.

         5.  Landlord has completed, and, if required under the Lease, paid
for, any and all tenant work required under the Lease and Tenant has accepted
the Leased Premises. Tenant is not entitled to any further payment or credit
for tenant work.

         6.  To Tenant's best knowledge, Landlord is not in default in the
performance of any of the terms of the Lease, nor is there now any fact or
condition which, with notice or lapse of time or both, will become such a
default. Tenant has not delivered to Landlord any notice of default with
respect to the Landlord's obligations under the Lease.

         7.  Tenant is in actual possession of the entire Leased Premises
and, to Tenant best knowledge, is not in any respect in default under any of
the terms and conditions of the Lease, nor is there now any fact or condition
which, with notice or lapse of time or both, will become such a default.
Tenant has not received from Landlord any notice of default with respect to
the Tenant obligations under the Lease.

         8.  Tenant has not assigned, transferred, mortgaged or otherwise
encumbered its interest under the Lease, nor subleased any of the Leased
Premises, nor permitted any person or entity to use the Leased Premises,
except as otherwise indicated on Schedule A annexed hereto.

         9.  Except as expressly provided in the Lease, Tenant

             (i)   does not have any right to renew or extend the term of the
         Lease,

             (ii)  does not have any right to cancel or surrender the Lease
         prior to the expiration of the term of the Lease,

             (iii) does not have any option or rights of first refusal or
         first offer to purchase or lease all or any part of the Leased Premises
         or the real property of which the Leased Premises are a part,

             (iv)  does not have any right, title or interest with respect
         to the Leased Premises other than as lessee under the Lease, and

             (v)   does not have any right to relocate into other property
         owned by Landlord or any of Landlord's affiliates.

<PAGE>

         10.  There has not been filed by or against Tenant a petition in
bankruptcy, voluntary or otherwise, any assignment for the benefit of
creditors, any petition seeking reorganization or arrangement under the
bankruptcy laws of the United States, or any state thereof, or any other
action brought under said bankruptcy laws with respect to Tenant

         11.  If Tenant is required to provide insurance coverage under the
Lease, Tenant has not given or received written notice that Tenant insurance
coverage will be canceled or will not be renewed.

         12.  To Tenant's best knowledge, all systems, elements and
components of the Leased Premises are in good working order and repair and
sound operating condition. To Tenant's best knowledge, Tenant's use and
occupancy of the Leased Premises complies with all applicable building,
zoning, land use, environmental, anti-pollution, health, fire, safety, access
accommodations for the physically handicapped, subdivision, energy and
resource conservation and similar laws, statutes, rules, regulations and
ordinances, and all covenants, conditions and restrictions applicable to the
Leased Premises. Tenant has not received any notice, citation or other claim
alleging any violation of any such law, statute, rule, regulation, ordinance,
covenant, condition or restriction.

         13.  To the best knowledge of Tenant, any and all brokerage and
leasing commissions relating to and/or resulting from Tenant's execution and
delivery of the Lease and occupancy of the Leased Premises have been paid in
full.

         14.  The individual executing this Tenant Estoppel Certificate on
behalf of Tenant represents and warrants that __he has the power and the
authority to execute this Tenant Estoppel Certificate on behalf of Tenant.

         15.  [LANDLORD/BUYER/LENDER] has advised Tenant that
[LANDLORD/BUYER/LENDER] will rely upon the truth of this certification in
acquiring the Leased Premises. This Tenant Estoppel Certificate shall inure
to the benefit of [LANDLORD/BUYER/LENDER] and its respective nominees,
successors, assigns, participants and designees and shall be binding upon
Tenant and its successors and assigns.

         Dated this ____ day of _______________, 199_.

                                     Tenant

                                     _________________, a ____________

                                     By: _____________________________

<PAGE>



                                   EXHIBIT F

            SUBORDINATION, ATTORNEMENT AND NONDISTURBANCE AGREEMENT


                                      F-1

<PAGE>




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

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





                          SUBORDINATION, ATTORNMENT AND
                            NONDISTURBANCE AGREEMENT



                                     BETWEEN



                          SALOMON BROTHERS REALTY CORP.
                                 ("BENEFICIARY")


                                       AND



                                 XOOM.COM, INC.
                                   ("TENANT")




                         DATED AS OF AUGUST ______, 1999




                              RECORD AND RETURN TO:

                                Latham & Watkins
                          885 Third Avenue, Suite 1000
                          New York, New York 10022-4802
                          Attention: Brian Krisberg, Esq.

                           (L&W File No. 024582-0091)





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

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



<PAGE>



                          SUBORDINATION, ATTORNMENT AND
                            NONDISTURBANCE AGREEMENT

                  THIS AGREEMENT, made as of August _____, 1999 (the "EFFECTIVE
DATE"), by and between SALOMON BROTHERS REALTY CORP. a New York corporation
having an address at 388 Greenwich Street, 11th Floor, New York, New York 10013
("BENEFICIARY"), and XOOM.COM, INC., a Delaware corporation, having an address
at 300 Montgomery Street, Suite 300, San Francisco, California 94104 (which
address is subject to change on the 19th Floor Term Commencement Date as set
forth in the Lease and more fully provided for in Paragraph 20 below)
("TENANT").


                              W I T N E S S E T H :

                  WHEREAS, Beneficiary is the owner and holder of that certain
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
Filing, dated as of April 4, 1998, made by OAIC Bush Street, LLC, a Delaware
limited liability company, as trustor, to Chicago Title Insurance Company, as
trustee, for the benefit of Beneficiary, and recorded in the Office of the Clerk
of San Francisco County on ____________________, 1998 as Document No.
_______________ (said deed of trust, as the same may hereafter be amended,
increased, renewed, refinanced, consolidated, restated, replaced, combined,
supplemented, substituted, spread, severed, extended and/or otherwise modified,
being hereinafter collectively, referred to as the "DEED OF TRUST"), encumbering
the land located in the City and County of San Francisco, State of California,
which land is more particularly described on EXHIBIT "A" annexed hereto and made
a part hereof, and the buildings, improvements, and other items of property more
fully described in the Deed of Trust (such land, buildings, improvements and
other property being hereinafter referred to collectively as the "MORTGAGED
PREMISES");

                  WHEREAS, Tenant has entered into a lease with the aforesaid
OAIC Bush Street, LLC, as landlord ("LANDLORD"), dated as of August ______, 1999
(the "LEASE"), by which Landlord demised to Tenant a portion of the Mortgaged
Premises (the "LEASED PREMISES");

                  WHEREAS, a true and complete copy of the Lease has been
delivered to Beneficiary by Tenant, the receipt of which is hereby acknowledged;

                  WHEREAS, Beneficiary, as a condition to making the loan(s)
secured by the Deed of Trust, required that all leases affecting the Mortgaged
Premises be and continue to be subordinate in every respect to the Deed of
Trust;

                  WHEREAS, Beneficiary and Tenant desire to confirm the
subordination of the Lease to the Deed of Trust and to provide for the
nondisturbance of Tenant by Beneficiary as set forth herein;

<PAGE>

                  WHEREAS, the Work Letter, as defined in the Lease, requires
Landlord to contribute certain funds toward Tenant's initial improvements, as
more fully described in such Work Letter (the "LANDLORD'S TI CONTRIBUTION");

                  WHEREAS, the Lease requires Tenant to provide a security
deposit in the form of a letter of credit in the initial amount of $4,500,000,
subject to reduction from time to time in accordance with the Lease (the "LETTER
OF CREDIT"), which Tenant is simultaneously herewith delivering to Beneficiary,
and which Letter of Credit is an Acceptable Letter of Credit, as defined below;

                  NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, and intending to be legally bound, Beneficiary and
Tenant agree as follows:

        1.        The Lease, its terms and conditions, and the lien thereof
(if any) now are and shall at all times continue to be subject and
subordinate to the Deed of Trust (including all advances made thereunder),
and the lien thereof. The provisions of this Agreement shall be
self-operative, and no further instrument shall be necessary to effectuate
the terms hereof. Nevertheless, Tenant, upon request, shall execute and
deliver any certificate or other instrument that Beneficiary may reasonably
request to confirm the subordination by Tenant referred to above.

        2.        Tenant certifies that (a) the Lease is presently in full
force and effect and unmodified, and represents the entire agreement between
Landlord and Tenant with respect to the Mortgaged Premises or any portion
thereof; (b) no rental payable under the Lease has been paid more than one
(1) month in advance of its due date; (c) no event has occurred that
constitutes a default under the Lease by Landlord or Tenant or that, with the
giving of notice, the passage of time, or both, would constitute such a
default; (d) as of the Effective Date, Tenant has no charge, defense, lien,
claim, counterclaim, offset or setoff under the Lease or against any amounts
payable thereunder; and (e) all conditions to the effectiveness or continuing
effectiveness of the Lease required to be satisfied as of the Effective Date
have been satisfied.

        3.        The terms and conditions of the Lease constitute a primary
inducement to Beneficiary to enter into this Agreement. Accordingly, Tenant
agrees that Tenant shall not cancel, surrender, terminate or assign (other
than an assignment that does not require Landlord's consent under the Lease),
or enter into any agreement to cancel, surrender, terminate or assign (other
than an assignment that does not require Landlord's consent under the Lease),
the Lease in a manner or circumstance not expressly provided for under the
Lease, without the prior written approval of Beneficiary. Any cancellation,
surrender, termination or assignment of the Lease made in a manner or
circumstance not expressly permitted under the Lease without Beneficiary's
prior written approval shall not bind Beneficiary or any Successor (as
defined below). Tenant shall not amend or modify the Lease, or agree to amend
or modify the Lease, without Beneficiary's consent, except that, as between
Beneficiary and Tenant, Beneficiary's prior approval shall not be required
for any amendment to the Lease that does not (a) modify the rent, the term,
Landlord's obligations, or any other material term of the Lease, or (b)
otherwise materially decease Tenant's obligations or Landlord's rights under
the Lease. The preceding sentence is not intended to limit any of Landlord's
covenants relating to the Lease under the Deed of Trust or under any document
secured by the Deed of Trust.

                                       2

<PAGE>

        4.        In the event of any default on the part of Landlord,
arising out of or accruing under the Lease, whereby the validity or the
continued existence of the Lease might be impaired or terminated by Tenant,
or Tenant might have a claim for partial or total eviction or abatement of
rent, Tenant shall not pursue any of its rights with respect to such default
or claim, and no notice of termination of the Lease as a result of such
default shall be effective, unless and until Tenant has given written notice
of such default or claim to Beneficiary at the address set forth herein, or
Beneficiary's successor or assign whose name and address previously shall
have been furnished to Tenant in writing (but not later than the time that
Tenant notifies Landlord of such default or claim) and granted to Beneficiary
a reasonable time, which shall be not less than the greater of (i) the period
of time granted to Landlord under the Lease, or (ii) thirty (30) days, after
the giving of such notice by Tenant to Beneficiary, to cure or to undertake
the elimination of the basis for such default or claim, after the time when
Landlord shall have become entitled under the Lease to cure the cause of such
default or claim; it being expressly understood that (a) if such default or
claim cannot reasonably be cured within such cure period, Beneficiary shall
have such additional period of time to cure same as shall be reasonably
necessary, so long as it continues to pursue such cure with reasonable
diligence and continuity, and (b) Beneficiary's right to cure any such
default or claim shall not be deemed to create any obligation for Beneficiary
to cure or to undertake the elimination of any such default or claim.
Notwithstanding anything to the contrary in the Lease, Tenant shall not
terminate the Lease on account of any default or breach by Landlord in
funding the Landlord's TI Contribution, but this shall not limit (a) Tenant's
other rights and remedies against Landlord in such event or (b) Tenant's
right of offset as against Successor, as more fully provided for below. This
paragraph shall not limit Tenant's rights under the Lease to give notice of
and thereafter cure any Water Leak or Communications Failure, and it shall
not be necessary for Tenant to provide Beneficiary with a copy of any Water
Leak Notice or Communication Failure Notice before exercising Tenant's right
to cure any Water Leak or Communication Failure as described in paragraph 8
of the Lease. Before Tenant may exercise any right of offset provided for in
the Lease on account of any Water Leak or Communication Failure, however,
Tenant shall provide Beneficiary with simultaneous copies of Tenant's demand
for reimbursement and all subsequent notices to Landlord contemplated by
paragraph 8 of the Lease.

        5.        As long as (i) the Lease shall have been executed and
delivered; (ii) Tenant shall have delivered the Letter of Credit to
Beneficiary; (iii) the Lease shall be in full force and effect, and (iv)
Tenant is in compliance with the terms of this Agreement and no default by
Tenant exists under the Lease which continues after receipt of written notice
thereof, to the extent Tenant is expressly entitled to same under the Lease,
beyond applicable cure periods (conditions "i" through "iv," collectively,
the "NONDISTURBANCE CONDITIONS"), Beneficiary shall not name Tenant as a
party defendant in any action for foreclosure of the Deed of Trust or other
enforcement thereof (unless required by law), nor shall the Lease be
terminated by Beneficiary in connection with or by reason of foreclosure or
other proceedings for the enforcement of the Deed of Trust or by reason of a
transfer of Landlord's interest in the Mortgaged Premises or under the Lease
pursuant to a conveyance in lieu of foreclosure (or similar device) (any of
the foregoing, a "FORECLOSURE"), nor shall Tenant's use or possession of the
Leased Premises be interfered with or disturbed by Beneficiary, unless
Landlord would have had such right if the Deed of Trust had not been made.

                                       3

<PAGE>

        6.        If Landlord's interest in the Mortgaged Premises or under
the Lease is terminated by reason of a Foreclosure (the party succeeding to
the Landlord's interest in the Mortgaged Premises being hereinafter refereed
to, together with such party's successors and assigns, as "SUCCESSOR"), then
upon Successor's succeeding to Landlord's interest in the Mortgaged Premises
or under the Lease, Tenant shall be bound to Successor, and, except as
provided in this Agreement, Successor shall be bound to Tenant, under all the
terms, covenants and conditions of the Lease for the balance of the term
thereof remaining, with the same force and effect as if Successor were
Landlord, and Tenant does hereby agree to attorn to Successor, including
Beneficiary if it be the Successor, as Tenant's landlord; affirm Tenant's
obligations under the Lease; and make payments of all sums due under the
Lease to Successor. Such attornment, affirmation and agreement shall be
effective and self-operative without the execution of any further
instruments. Notwithstanding the foregoing, Tenant shall not be obligated to
attorn to Successor unless and until Successor shall, if requested by Tenant,
have confirmed in writing (pursuant to documentation reasonably satisfactory
to Successor) that Successor has succeeded to and assumed all obligations of
Landlord under the Lease (including obligations relating to the Letter of
Credit but excluding obligations relating to Landlord's TI Contribution,
subject to Tenant's right of offset as provided for herein), subject however
to Section 10 of this Agreement. Tenant waives the provisions of any statute
or rule of law now or hereafter in effect that may give or purport to give
Tenant any right or election to terminate or otherwise adversely affect the
Lease or the obligations of Tenant thereunder by reason of any Foreclosure.

        7.        As an additional material inducement to Beneficiary to
enter into this Agreement, Tenant agrees that if Landlord is the subject of
any proceeding (a "BANKRUPTCY PROCEEDING") under the provisions of the
Bankruptcy Code, 11 U.S.C. Section 101 ET SEQ., as in effect, or as hereafter
amended, or under the provisions of any successor statute thereto
(collectively, the "CODE"), then Tenant shall take all actions reasonably
necessary to retain possession of the Leased Premises (whether or not
Landlord, pursuant to the Code or otherwise, attempts to reject the Lease) so
as to enable Tenant to continue to lease and occupy the Leased Premises on
all or substantially all terms of the Lease. During any Bankruptcy Proceeding
Tenant shall, unless the Lease has already been terminated in accordance with
its terms and the terms of this Agreement: (i) not terminate the Lease except
in accordance with the Lease and this Agreement; (ii) not give up possession
of the Leased Premises (if Tenant is already in such possession); and (iii)
if Tenant is not yet in possession of the Leased Premises prior to the
commencement of the Bankruptcy Proceeding, then Tenant shall take all steps
reasonably necessary to cooperate with Beneficiary in attempting to obtain
possession of the Leased Premises for Tenant provided that (a) Beneficiary
exercises its reasonable efforts (excluding the making of any payments to, or
for the benefit of, Landlord or its estate, or to any other party, which
payments Beneficiary is not otherwise required to make under this Agreement)
to obtain possession of the Leased Premises for Tenant, and (b) Beneficiary
notifies Tenant that Beneficiary reasonably believes that it will be able to
obtain such possession for Tenant on or before a date that is within one
hundred twenty (120) days after such proceeding commenced. If Tenant does not
obtain possession of the Leased Premises within one hundred twenty (120) days
after commencement of such proceeding, or Beneficiary fails to comply with
clauses (a) and (b) above, then Tenant shall have no further obligations
under this paragraph to cooperate with Beneficiary in obtaining possession of
the Leased Premises and Tenant may terminate the Lease.

                                       4

<PAGE>

        8.        If (i) Landlord becomes the subject of a Bankruptcy
Proceeding, and Landlord, as debtor-in-possession, or any trustee, as
successor-in-interest to Landlord, obtains an order of the bankruptcy court
or other court of competent jurisdiction authorizing the rejection of the
Lease in accordance with Section 365 of the Code, or the Lease is otherwise
terminated in such Bankruptcy Proceeding, and (ii) thereafter, Beneficiary or
any other person shall acquire title to the Mortgaged Premises through
Foreclosure or by any other means (including a sale of the Mortgaged Premises
pursuant to the Code), then the person so acquiring title to the Mortgaged
Premises shall also be a "SUCCESSOR" for all purposes of this Agreement. If
the Lease is terminated or rejected in or as a result of a Bankruptcy
Proceeding, then:

                        A. Upon request made by Tenant to Successor within
thirty (30) days after Tenant receives notice from Successor that Successor
has obtained title to the Mortgaged Premises, and provided that immediately
prior to such Lease rejection or termination the Nondisturbance Conditions
were satisfied and at the time of such request Tenant is in possession of the
Leased Premises, Successor, if and to the extent that it has the legal right
and power to do so (without incurring any expenses or liabilities that are
not reimbursed), shall enter into a new lease with Tenant upon the same terms
and conditions as were contained in the Lease, except that (x) the
obligations and liabilities of such Successor under any such new lease shall
be subject to the terms and conditions of this Agreement, and (y) the
expiration date of such new lease shall coincide with the original expiration
date of the Lease (a "NEW LEASE").

                        B. Upon Successor's written request of Tenant made
within sixty (60) days after Successor has acquired title to the Mortgaged
Premises, Tenant shall execute a New Lease with Successor, and shall attorn
to Successor, and Successor shall recognize Tenant, as tenant, so as to
establish direct privity between Successor and Tenant.

        9.        Notwithstanding anything to the contrary in the Lease, any
New Lease, or this Agreement, any Successor shall not (a) be subject to any
credits, offsets, defenses, claims, counterclaims or demands that Tenant
might have against any prior landlord (including, without limitation,
Landlord), unless the same are expressly provided for in the Lease; (b) be
bound by any previous modification or amendment of the Lease (except as
expressly provided in Section 3) or by any rent or additional rent that
Tenant might have paid for more than one month in advance of its due date to
any prior landlord, unless such modification or prepayment shall have been
made with Beneficiary's prior written consent (except as expressly provided
in Section 3); (c) be liable for any accrued obligation, act or omission of
any prior landlord (including, without limitation, Landlord), whether prior
to or after Foreclosure; (d) be bound by any covenant to undertake or
complete any improvement to the Mortgaged Premises or the Leased Premises, to
pay Landlord's TI Contribution to Tenant, or to otherwise reimburse or pay
Tenant for the cost of any improvements to the Mortgaged Premises or the
Leased Premises, but this shall not limit Tenant's right of offset with
respect to unpaid Landlord's TI Contribution as provided for below; (e) be
required to account for any security deposit other than (i) the Letter of
Credit and (ii) any security deposit actually delivered to Successor; or (f)
be required to abide by any provisions for the diminution or abatement of
rent, unless same are expressly provided for in the Lease. If Landlord is
obligated, but fails, to pay Landlord's TI Contribution, then as Successor's
sole liability and obligation on account of such failure by Landlord,
Successor shall allow Tenant to abate any rent otherwise payable under the
Lease until such time as Tenant, through such

                                       5

<PAGE>

abatement, shall have recovered the entire amount that Landlord was obligated
to pay but did not on account of Landlord's TI Contribution. Successor shall
have no other liability or obligations to Tenant on account of any failure by
Landlord to pay Landlord's TI Contribution. Notwithstanding the foregoing,
any Successor shall be subject to any claims of Tenant arising from any
default by Landlord under the express terms of the Lease (other than default
in payment of Landlord's TI Contribution, which default is addressed
elsewhere in this Agreement) provided that such default is reasonably curable
by Beneficiary or Successor and then only to the extent that Tenant shall
have promptly notified Beneficiary, pursuant to Section 3, of the (alleged)
default by Landlord and thereafter Beneficiary shall have failed to cure such
default when and as permitted by this Agreement; provided, however, that
under such circumstances Successor's obligation shall consist solely of
allowing Tenant the right to offset against rent to the extent of actual
damages (as determined by a court) that accrued after the date of Tenant's
notice to Beneficiary and such liability shall in all events be subject to
Section 10.

        10.       Notwithstanding anything to the contrary in this Agreement,
the Lease, or any New Lease, if Successor acquires Landlord's interest in the
Mortgaged Premises, then Successor's liability for its obligations under the
Lease (or any New Lease) and this Agreement shall be limited to Successor's
interest in the Mortgaged Premises and the proceeds of sale and casualty
insurance proceeds. Tenant shall not look to any other property or assets of
Successor or the property or assets of any of the partners, shareholders,
directors, officers and principals, direct and indirect, of Successor in
seeking either to enforce Successor's obligations under the Lease (or any New
Lease) and this Agreement or to satisfy a judgment for Successor's failure to
perform such obligations.

        11.       If and to the extent that the Lease or any provision of law
shall entitle Tenant to notice of any deed of trust, Tenant acknowledges and
agrees that this Agreement shall constitute said notice to Tenant of the
existence of the Deed of Trust.

        12.       This Agreement may not be modified except by an agreement
in writing signed by the parties hereto or their respective successors in
interest. This Agreement shall inure to the benefit of and be binding upon
the parties hereto (and shall benefit any Successor), and the heirs,
representatives, successors and assigns of the foregoing.

        13.       Nothing contained in this Agreement shall in any way impair
or affect the lien created by the Deed of Trust or modify the terms thereof.
By executing and delivering this Agreement, Beneficiary shall not be deemed
to have (i) waived any default under the Deed of Trust, (ii) modified the
Deed of Trust in any manner, or (iii) except as expressly provided in Section
5, waived any rights or remedies it possesses under the Deed of Trust or
otherwise.

        14.       Tenant agrees and confirms that this Agreement satisfies
any condition or requirement in the Lease or otherwise relating to the
granting of a nondisturbance agreement, including, without limitation, the
provisions of the Article of the Lease entitled "Subordination and
Nondisturbance." Tenant further agrees that if there is any inconsistency
between the terms and provisions hereof and the terms and provisions of the
Lease relating to nondisturbance by Beneficiary, the terms and provisions
hereof shall be controlling.

                                       6

<PAGE>

        15.       Tenant acknowledges that it has notice that the Lease and
the rent and all other sums due thereunder have been assigned by Landlord to
Beneficiary. If Beneficiary notifies Tenant of Beneficiary's election under
the Deed of Trust or any other loan document to collect rent and all other
sums due under the Lease, and demands that Tenant pays same to Beneficiary (a
"REDIRECTION NOTICE"), Tenant agrees that it will honor such Redirection
Notice and pay its rent and all other sums due under the Lease directly to
Beneficiary or as directed by Beneficiary, notwithstanding any contrary
claims, directions, or instructions by Landlord.

        16.       Notwithstanding anything to the contrary in the Lease, the
Lease is hereby modified as follows as it relates to the Letter of Credit:

                        A. An "ACCEPTABLE ISSUER" means a commercial bank:
(a) that has an office in San Francisco, California, or New York, New York,
at which the Letter of Credit may be presented for payment; (b) whose
commercial paper is rated P-1 or better by Moody's (or, if Moody's does not
rate such issuer's commercial paper, then an equivalent rating from Standard
& Poor's, Duff & Phelps, or Fitch); and (c) that is otherwise reasonably
satisfactory to Beneficiary and Landlord.

                        B. An "ACCEPTABLE LETTER OF CREDIT" means a Letter of
Credit that: (a) provides that it may be drawn upon by Beneficiary; (b)
provides that Beneficiary may assign it to any assignee of the Loan, all
without charge to the assignor; (c) is issued by an Acceptable Issuer; (d) is
otherwise reasonably satisfactory to Beneficiary in all respects; and (e)
otherwise fully complies with the Lease.

                        C. Any Letter of Credit must at all times be an
Acceptable Letter of Credit. Beneficiary may draw upon the Letter of Credit
if both of the following occur: (1) the issuer of the Letter of Credit ceases
to be an Acceptable Issuer for any reason; and (2) Beneficiary has not
received a replacement Acceptable Letter of Credit within 30 days after the
occurrence of "1." Beneficiary shall hold the drawn funds in an
interest-bearing account at a bank satisfactory to Beneficiary in all
respects. Beneficiary shall notify Landlord and Tenant of the bank and bank
account where such proceeds are held. Interest shall be released periodically
to Tenant and reported as Tenant's income. Tenant shall deliver a "W-9" form
with respect to such interest and if Tenant fails to do so, then the funds
shall be held in a non-interest-bearing account. If Beneficiary thereafter
receives an Acceptable Letter of Credit, then Beneficiary shall return the
proceeds of the original Letter of Credit and all interest accrued thereon
(to the extent not previously released) to Tenant.

                        D. To the extent that the Lease permits or requires
Tenant to deliver to Landlord any extension, amendment, or replacement for
the Letter of Credit, or documentation to restore the amount of the Letter of
Credit after the Letter of Credit has been drawn, or permits Tenant to
deliver any document reducing the amount of the Letter of Credit (any of the
foregoing, an "LC MODIFICATION"), Tenant shall deliver such LC Modification
to Beneficiary (and simultaneously provide a copy of such LC Modification to
Landlord), when and as Tenant is required to deliver such LC Modification to
Landlord under the Lease. Delivery of an LC Modification to Landlord shall
not be sufficient. If Beneficiary has not received any LC Modification when
and as Tenant is required to deliver it to Landlord under the Lease, then

                                       7

<PAGE>

Beneficiary may draw upon the entire Letter of Credit on Landlord's behalf,
and hold the proceeds as the Security Deposit under the Lease in accordance
with the terms of the Lease. Beneficiary shall not be bound by any LC
Modification that reduces the amount of the Letter of Credit except for any
such reduction expressly permitted by the Lease.

                        E. In addition to any right for Beneficiary to
otherwise draw upon the Letter of Credit under this Agreement, to the extent,
and only to the extent, that the Lease permits Landlord to draw upon the
Letter of Credit and/or apply the proceeds of any draw of the Letter of
Credit, Beneficiary may draw upon the Letter of Credit in place of Landlord,
but only if an Event of Default has occurred under the Loan and Beneficiary,
or a receiver acting on Beneficiary's behalf, has activated Beneficiary's
assignment of rents or otherwise commenced to collect rents from the
Mortgaged Premises.

                        F. Under any circumstances not otherwise expressly
provided for in this Agreement, Beneficiary shall not draw upon the Letter of
Credit unless Landlord directs Beneficiary to do so. If Beneficiary
wrongfully draws upon the Letter of Credit when directed to do so by
Landlord, then Tenant's sole claim shall be against Landlord, and Beneficiary
shall have no liability to Tenant if Landlord was not entitled to make such
drawing. If such drawing is proven to have been wrongful, then Beneficiary
shall with reasonable promptness cooperate in releasing the proceeds thereof
against a corresponding and simultaneous reinstatement of the amount of the
Letter of Credit.

                        G. To the extent that the Lease allows Landlord to
retain any proceeds of a draw under the Letter of Credit or to apply such
proceeds against Tenant's obligations to Landlord, Beneficiary shall (as
between Beneficiary and Landlord) be entitled to retain such proceeds, but
Tenant shall be entitled to full credit for any such proceeds retained by
Beneficiary, as if such proceeds were being retained by Landlord. Unless and
until the Lease allows Landlord to retain any proceeds of a draw under the
Letter of Credit or to apply such proceeds against Tenant's obligations to
Landlord, neither the Letter of Credit nor any proceeds thereof shall be
available with respect to Landlord's obligations to Beneficiary. (As between
Landlord and Beneficiary, Beneficiary's application of any proceeds held by
Beneficiary shall be governed by a separate written agreement between them.)

                        H. To the extent that the Lease requires Landlord to
return the Letter of Credit to Tenant, Beneficiary shall be responsible to
Tenant for returning the Letter of Credit to Tenant, provided that if Tenant
is entitled to such return of the Letter of Credit because Tenant has
delivered a replacement Letter of Credit, or a cash Security Deposit, then
Beneficiary shall not be obligated to release the Letter of Credit unless and
until Beneficiary has received such replacement Letter of Credit or cash
Security Deposit and it complies with all the then requirements of the Lease.
Notwithstanding the foregoing, if Tenant believes that Tenant is entitled to
the return of the Letter of Credit, but Landlord disagrees and directs
Beneficiary not to return the Letter of Credit to Tenant, then Beneficiary
shall have no liability to Tenant, and Tenant shall resolve such dispute
solely with Landlord.

                        I. If Beneficiary assigns the Deed of Trust, then
Beneficiary shall assign the Letter of Credit to the same assignee, and cause
such assignee to assume all

                                       8

<PAGE>

obligations under this Agreement. If a Foreclosure occurs, then Beneficiary
shall assign the Letter of Credit to Successor and cause Successor to assume
Landlord's obligations relating to the Letter of Credit under the Lease. (If
Successor fails or refuses to do so, then Beneficiary shall either continue
to hold the Letter of Credit in accordance with this Agreement, or return it
to Tenant.) Upon any such assignment and assumption (or upon Beneficiary's
return of the Letter of Credit to Tenant), all rights and obligations of
Beneficiary, including those relating to the Letter of Credit, shall
terminate.

                        J. If Landlord has repaid the Loan in full in cash
(including all sums secured by the Mortgage), then Beneficiary shall assign
(at Tenant's expense) and deliver the undrawn portion of the Letter of Credit
and any unapplied proceeds of the Letter of Credit (together, the "SECURITY")
to Landlord (or as Landlord shall direct), who shall then be responsible for
returning the Security to Tenant when and as required by the Lease. Upon such
assignment and delivery of the Security, all liability of Beneficiary with
respect to the Security shall terminate and Beneficiary shall have no
responsibility for Landlord's (mis)application of the Security. As between
Landlord and Tenant, in the event of any transfer of title or refinancing of
the Mortgaged Premises, Landlord shall be responsible for causing the
Security to be delivered to the replacement lender or cash purchaser of the
Mortgaged Premises and shall provide Tenant with such evidence of such
transfer as Tenant shall reasonably request. Notwithstanding anything to the
contrary in the Lease, if Landlord fails to provide such evidence to Tenant
within 30 days after Tenant's request, then Tenant may offset rent under the
Lease until such time as Tenant has thereby offset an amount equal to the
Security. If and when Landlord thereafter provides Tenant with reasonable
evidence that the Security is being held by the new Landlord (or its lender
in accordance with an Agreement in the form of this Agreement), Tenant shall
pay Landlord the amount previously offset. This paragraph shall survive the
termination of this Agreement.

        17.       Tenant acknowledges that Landlord has designated
Beneficiary (or Beneficiary's assignee of whom Tenant shall have received
notice from Beneficiary) as a party that must be designated in Tenant's
insurance policies (and certificates and other evidence thereof) as an
additional insured (for liability insurance) or under a "lender's loss
payable" endorsement (for property insurance).

        18.       Tenant acknowledges that this Agreement constitutes the
notice described in the Article of the Lease entitled "Notice to Mortgagee;
Financial Statement," and that Tenant has notice of Beneficiary's address as
contemplated by such Article of the Lease.

        19.       Tenant shall provide Beneficiary with simultaneous copies
of all notices given by Tenant to Landlord pursuant to the Section of the
Lease relating to Tenant's Option to Extend. If Beneficiary notifies Tenant
in writing that an Event of Default has occurred under the Loan, then
Beneficiary may, at its option, participate in any arbitration proceeding
under such Section, which participation may be to the exclusion of, and in
place of, Landlord.

        20.       All notices, demands or requests made pursuant to, under,
or by virtue of this Agreement must be in writing and mailed to the party to
whom the notice, demand or request is being made by certified or registered
mail, return receipt requested, at its address set forth above.

                                       9

<PAGE>

A copy of all notices to Beneficiary shall also be sent to Latham & Watkins,
885 Third Avenue, Suite 1000, New York, New York 10022-4802, Attention:
Brian Krisberg, Esq. A copy of all notices to Tenant shall also be sent to any
one copy recipient, if any, as Tenant shall designate from time to time by
notice under this paragraph. Any party may change the place that notices and
demands are to be sent by written notice delivered in accordance with this
Agreement. Beneficiary shall not be deemed to be on notice of the occurrence
of the 19th Floor Term Commencement Date (and the related change of Tenant's
address under the Lease) unless and until Landlord or Tenant shall have
provided Beneficiary with written notice that the 19th Floor Term
Commencement Date has occurred. Beneficiary may rely on any such notice
received from Landlord.

        21.       This Agreement shall be governed by the laws of the State
of California. If any term of this Agreement or the application thereof to
any person or circumstances shall to any extent be invalid or unenforceable,
the remainder of this Agreement or the application of such term to any person
or circumstances other than those as to which it is invalid or unenforceable
shall not be affected thereby, and each term of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.

        22.       Each party shall execute and deliver, upon the request of
the other, such documents and instruments (in recordable form, if requested)
as may be necessary or appropriate to fully implement or to further evidence
the understandings and agreements contained in this Agreement. This Agreement
may be executed in any number of counterparts.

    [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK; SIGNATURES
                  OF THE PARTIES HERETO FOLLOW HEREAFTER.]



                                       10
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be duly executed as of the Effective Date.

TENANT:                                     BENEFICIARY:
-------                                     ------------
XOOM.COM, INC.                              SALOMON BROTHERS REALTY
                                            CORP.

By: _______________________________         By: ________________________________
    Name:  ________________________             Name: __________________________
    Title: ________________________             Title: Authorized Representative


By: _______________________________
    Name:
    Title: ________________________

<PAGE>

LANDLORD HEREBY AGREES TO AND CONSENTS TO THE FOREGOING AGREEMENT AND
EXPRESSLY DIRECTS TENANT TO COMPLY WITH ANY REDIRECTION NOTICE GIVEN BY
BENEFICIARY TO TENANT PURSUANT TO THE FOREGOING AGREEMENT, NOTWITHSTANDING
ANY CONTRARY CLAIMS, DIRECTIONS, OR INSTRUCTIONS BY LANDLORD.

BY: LANDLORD
    --------

OAIC BUSH STREET, LLC


By: _______________________________
    Name:
    Its: __________________________


By: _______________________________
    Name:
    Its: __________________________

<PAGE>

STATE OF NEW YORK   )
                    )ss.:
COUNTY OF NEW YORK  )


     On the ___ day of August, 1999, before me, the undersigned, personally
appeared ________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same
in his/her authorized capacity, and that by his/her signature on the
foregoing instrument the entity upon behalf of which the person acted,
executed such instrument.

     Witness my hand and official seal.


                                                      --------------------------
                                                      NOTARY PUBLIC


[Seal]




STATE OF CALIFORNIA      )
                         )ss.:
COUNTY OF SAN FRANCISCO  )


     On the ___ day of August, 1999, before me, the undersigned, personally
appeared ________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same
in his/her authorized capacity, and that by his/her signature on the
foregoing instrument the entity upon behalf of which the person acted,
executed such instrument.

     Witness my hand and official seal.


                                                      --------------------------
                                                      NOTARY PUBLIC


[Seal]

<PAGE>

STATE OF FLORIDA            )
                            )ss.:
COUNTY OF ________________  )


     On the ___ day of August, 1999, before me, the undersigned, personally
appeared ________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same
in his/her authorized capacity, and that by his/her signature on the
foregoing instrument the entity upon behalf of which the person acted,
executed such instrument.

     Witness my hand and official seal.


                                                      --------------------------
                                                      NOTARY PUBLIC


[Seal]

<PAGE>

                                  EXHIBIT "A"
                       Description of Mortgaged Premises

<PAGE>

                                  SCHEDULE 1

                                225 BUSH STREET
                                    OPTIONS

<TABLE>
<CAPTION>

SUITE                                  --RENT DATES--     NOTICE DATE                                EXTENSION
NO.    TENANT NAME                        EXPIRE          EXTENSION           EXTENSION              COMMENTS
<S>    <C>                             <C>                <C>                <C>                     <C>
-------------------------------------------------------------------------------------------------------------------
   100 STAPLES
   120 NEW TENANT
   130 NEW TENANT
   140 NEW TENANT
   150 NEW TENANT
   160 NEW TENANT

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

       Mezzanine East - See Ste 100


-----------------------------------------------------------------------------------------------------------------------------------
                                                          5/8/2007-
   200 IKON                            05/08/08           8/8/2007           05/08/13                5 yr @ FMV w/9-12 Mos notice
-----------------------------------------------------------------------------------------------------------------------------------

   300 GEIGER INTERNATIONAL            09/30/01







   311 DILLINGHAM AND MURPHY           03/24/00
                                      Automatic 6
                                      Mo Renewal

   330 NEXT GENERATION                 11/26/03






                                                          10/31/2001-
   339 MCI METRO ACCESS TRAN           08/30/02           12/31/2001          6/30/07                5 yr @ FMV w/6-8 Mos notice
   340 URBAN DATA TECHNOLOGY           11/30/01
   350 EVERY CHILD CAN LEARN           11/30/01
   353 K-III DIRECTORY CORP            04/30/02
   360 METRO COPY                      07/13/01
       CONSULTANTS IN
   370 ENGINEERING                     02/28/02
                                                           9/30/2000-                                5 yr @ 95% FMV w/9-12 Mos
   380 INTERNEX INFORMATION            09/30/01           12/31/2000          9/30/08                notice

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

  400 CHEVRON (HAMBRECHT)              06/30/00
                                                          12/31/02-
  400 HAMBRECHT & QUIST                12/31/03            3/31/03           12/31/08                5 yr @ FMV w/9-12 Mos notice
-----------------------------------------------------------------------------------------------------------------------------------

                                                          3/31/2012-
  500 SAN FRANCISCO FOUNDATION         03/31/13           6/31/2012           3/31/18                5 yr @ FMV w/9-12 Mos notice







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






  600 DILLINGHAM & MURPHY              07/31/07

-----------------------------------------------------------------------------------------------------------------------------------
                                                          7/31/2001-
  700 SF NEIGHBORHOOD LEGAL            10/31/02           10/31/2001         10/31/07                5 yr @ FMV w/12-15 Mos notice



  770 BLDG OFFICE
  780 MOK, SHEN & COMPANY              05/31/01







  790 DILLINGHAM & MURPHY              07/31/02
-----------------------------------------------------------------------------------------------------------------------------------

  800 NEW TENANT
-----------------------------------------------------------------------------------------------------------------------------------

  900 NEW TENANT
-----------------------------------------------------------------------------------------------------------------------------------

                                                          1/31/2008-
 1000 DEGENKOLB ENGINEERS              01/31/07           3/31/2008            1/31/13               5 yr @ FMV w/9-12 Mos notice
-----------------------------------------------------------------------------------------------------------------------------------

                                                          9/30/2008-
 1100 SMP                              09/30/08           3/31/2008            9/30/13               5 yr @ FMV w/6-12 Mos notice
-----------------------------------------------------------------------------------------------------------------------------------

 1200 NEW TENANT

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

 1300 NEW TENANT

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

 1401 BECHTEL                          11/30/01
 1402 BECHTEL                          11/30/01
 1470 APPLIED BUSINESS TECH            07/31/01
 1470 BECHTEL                          11/30/01
                                                          07/31/05-
 1439 STEVEN ISAACS, CPA               07/31/03           10/31/05           07/31/06                3 yr @ FMV w/9-12 Mos notice
 1453 NATURE AMERICA &                 01/09/08



 1480 APPLIED BUSINESS TECH            07/31/01

                                                          6/30/01-
 1480 JEWISH COMMUNITY                 06/30/02           9/30/01              6/30/07               5 yr @ FMV w/9-12 Mos notice
-----------------------------------------------------------------------------------------------------------------------------------

                                                          6/30/2007-
 1500 PRUESS WALKER                    06/30/08           9/30/2007            6/30/13               5 yr @ FMV w/9-12 Mos notice
-----------------------------------------------------------------------------------------------------------------------------------

                                                          4/31/03-                                   5 yr @ 95% FMV w/9-12 Mos
 1600 REGENT BUSINESS CENTER           07/31/04           10/31/03             7/31/09               notice
-----------------------------------------------------------------------------------------------------------------------------------

                                                          8/14/2008-
 1700 ENVIRONMENTAL SCIENCE            08/14/07           11/13/2008           8/14/12               5 yr @ FMV w/9-12 Mos notice

 1770 ZEVNIK HORTON                    07/31/03
-----------------------------------------------------------------------------------------------------------------------------------

                                                          8/7/2003-
 1800 AMERICAN ARBITRATION             08/07/04           11/7/2003            6/7/07                3 yr @ FMV w/9-12 Mos notice
-----------------------------------------------------------------------------------------------------------------------------------


 1900 NEW TENANT
-----------------------------------------------------------------------------------------------------------------------------------


 2000 NEW TENANT
-----------------------------------------------------------------------------------------------------------------------------------


 2100 NEW TENANT
-----------------------------------------------------------------------------------------------------------------------------------


 2200 NEW TENANT
-----------------------------------------------------------------------------------------------------------------------------------
                                       Total
-----------------------------------------------------------------------------------------------------------------------------------


<CAPTION>

SUITE                                               TERMINATION                             EXPANSION                     1ST RIGHTS
NO.    TENANT NAME                  TERMINATION     COMMENTS                    EXPANSION   COMMENTS         1ST RIGHTS   COMMENTS
<S>    <C>                          <C>           <C>                          <C>         <C>              <C>          <C>
------------------------------------------------------------------------------------------------------------------------------------
   100 STAPLES
   120 NEW TENANT
   130 NEW TENANT
   140 NEW TENANT
   150 NEW TENANT
   160 NEW TENANT

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

       Mezzanine East - See Ste 100


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

   200 IKON
------------------------------------------------------------------------------------------------------------------------------------

   300 GEIGER INTERNATIONAL
                                                      TT must notify LL. TT to pay
                                                      $100,000 discounted for a
                                                      period of one year at the rate
                                                      equal to the interest payable
                                                      on a 10 year US Treasure Bill
                                                      as of 7/31/01. TT to vacate                  Must take 759 SF (6th floor
                                        8/1/01        7/31/02.                       1/1/00         phone switch)
   311 DILLINGHAM AND MURPHY



   330 NEXT GENERATION                                 If services to space are
                                                       interrupted for 15 days
                                                       consecutively such that TT is
                                                       reasonably prevented from
                                                       serving its customers other
                                                       than the fault of Tenant, TT
                                                       may terminate lease.

   339 MCI METRO ACCESS TRAN
   340 URBAN DATA TECHNOLOGY
   350 EVERY CHILD CAN LEARN
   353 K-III DIRECTORY CORP
   360 METRO COPY
       CONSULTANTS IN
   370 ENGINERING
                                                                                                             N/A     Any Contiguous
   380 INTERNEX INFORMATION                                                                                          Space on 3

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

  400 CHEVRON (HAMBRECHT)

  400 HAMBRECHT AND QUIST
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  500 SAN FRANSISCO FOUNDATION







------------------------------------------------------------------------------------------------------------------------------------
                                                      TT must notify LL. TT to pay
                                                      $100,000 discounted for a
                                                      period of one year at the rate
                                                      equal to the interest payable
                                                      on a 10 year US Treasure Bill
                                                      as of 7/31/01. TT to vacate                  Must take 759 SF (6th floor
  600 DILLINGHAM & MURPHY               8/1/01        7/31/02.                       1/1/00         phone switch)

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  700 SF NEIGHBORHOOD LEGAL



  770 BLDG OFFICE
  780 MOK, SHEN & COMPANY

                                                      TT must notify LL. TT to pay
                                                      $100,000 discounted for a
                                                      period of one year at the rate
                                                      equal to the interest payable
                                                      on a 10 year US Treasure Bill
                                                      as of 7/31/01. TT to vacate                  Must take 759 SF (6th floor
  790 DILLINGHAM & MURPHY               8/1/01        7/31/02.                       1/1/00         phone switch)
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  800 NEW TENTANT
------------------------------------------------------------------------------------------------------------------------------------

  900 NEW TENANT
------------------------------------------------------------------------------------------------------------------------------------


 1000 DEGENKOLB ENGINEERS
------------------------------------------------------------------------------------------------------------------------------------


 1100 SMP
------------------------------------------------------------------------------------------------------------------------------------

 1200 NEW TENANT

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

 1300 NEW TENANT

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

 1401 BECHTEL
 1402 BECHTEL
 1470 APPLIED BUSINESS TECH
 1470 BECHTEL                                           TT to give 180 days notice.
                                        7/31/01-7/31/03 TT to pay $8,334.
 1439 STEVEN ISAACS, CPA
 1453 NATURE AMERICA &



 1480 APPLIED BUSINESS TECH
                                                                                                    LL received bonified 3rd party
                                                                                                    off. LL to give to Jewish
 1480 JEWISH COMMUNITY                                                               Ste 1453       Community first.
------------------------------------------------------------------------------------------------------------------------------------


 1500 PRUSEE WALKER
------------------------------------------------------------------------------------------------------------------------------------


 1600 REGENT BUSINESS CENTER                                                                                       Entire 15th Floor
------------------------------------------------------------------------------------------------------------------------------------


 1700 ENVIRONMENTAL SCIENCE

 1770 ZEVNIK HORTON
------------------------------------------------------------------------------------------------------------------------------------


 1800 AMERICAN ARBITRATION
------------------------------------------------------------------------------------------------------------------------------------


 1900 NEW TENANT
------------------------------------------------------------------------------------------------------------------------------------


 2000 NEW TENANT
------------------------------------------------------------------------------------------------------------------------------------


 2100 NEW TENANT
------------------------------------------------------------------------------------------------------------------------------------


 2200 NEW TENANT
------------------------------------------------------------------------------------------------------------------------------------

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

</TABLE>


<PAGE>

                                   SCHEDULE 4

                  ADDITIONAL MONTHLY DISBURSEMENT REQUIREMENTS

1.       General Contractors Sworn Statement  (Standard AIA format).
         This statement should cover all the work for which funds have been
         disbursed to date, paid or to be paid in conjunction with this
         request.

2.       Owners Sworn Statement (Standard AIA format).
         This statement should cover all the work for which funds have been
         disbursed to date, paid or to be paid in conjunction with this
         request.

3.       Fully executed AIA G702 application for payment form, which is to be
         signed by the general contractor, the architect/engineer, and the
         Tenant.

4.       Detailed construction and or project budget showing the original
         budget amount, any reallocations, the new budget amount, total funds
         disbursed to date, the current disbursement request and the balance
         required to finish the project on a line item basis.

5.       Change Order requests outlining the changes to be made to the
         construction budget along with supporting documentation. These
         requests are not to be incorporated into the current draw request.
         They are a separate package to be sent for the approval of Landlord.

6.       General contractor's and subcontractors unconditional lien waivers for
         all prior disbursements and their conditional waivers for the payment
         currently requested.

7.       Invoices to substantiate the full amount of funds being requested.
         Please note that purchase orders must be accompanied by an invoice.
         They are not payable on their own.