<PAGE>

                                                                   EXHIBIT 10.11
                               ALZA CORPORATION

                                   SUBLEASE

                                      TO

                                  VIADOR INC.

                               (BUILDING THREE)

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
DESCRIPTION                                                                                                             PAGE NUMBER
--------------                                                                                                          -----------
<S>   <C>                                                                                                                    <C>
1.     USE.............................................................................................................      2
2.     TERM............................................................................................................      3
       A.  Term........................................................................................................      3
       B.  Sublease Commencement Date and Sublease Rent Commencement Date..............................................      4
       C.  Early Fixturization Period..................................................................................      4
3.     [INTENTIONALLY DELETED].........................................................................................      4
4.     RENT............................................................................................................      4
       A.  Basic Rent..................................................................................................      4
       B.  Time for Payment............................................................................................      5
       C.  Late Charge and Interest on Rent in Default.................................................................      5
       D.  Management Fee..............................................................................................      6
       E.  Additional Rent.............................................................................................      6
       F.  Place of Payment of Basic Rent, Management Fee and Additional Rent..........................................      8
       G.  Security Deposit............................................................................................      9
5.     RULES AND REGULATIONS AND COMMON AREA...........................................................................      11
6.     PARKING.........................................................................................................      12
7.     ACCEPTANCE AND SURRENDER OF SUBLEASE PREMISES...................................................................      13
8.     ALTERATIONS AND ADDITIONS.......................................................................................      14
9.     TENANT MAINTENANCE..............................................................................................      16
       A.  Subtenant's Responsibilities................................................................................      16
       B.  Building and Interior Common Area Maintenance...............................................................      17
       C.  Common Area Maintenance.....................................................................................      17
       D.  Janitorial and Other Services...............................................................................      17
10.    EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE BUILDING AND THE COMMON AREAS OF THE BUILDING AND THE
       COMPLEX.........................................................................................................      18
11.    UTILITIES.......................................................................................................      19
12.    TAXES...........................................................................................................      21
       A.  Real Property Taxes.........................................................................................      21
       B.  Taxes on Subtenant's Property...............................................................................      22
13.    LIABILITY INSURANCE.............................................................................................      23
14.    TENANT'S PERSONAL PROPERTY INSURANCE AND WORKMAN'S COMPENSATION INSURANCE.......................................      23
15.    REAL PROPERTY INSURANCE.........................................................................................      24
16.    INDEMNIFICATION.................................................................................................      25
17.    COMPLIANCE......................................................................................................      25
18.    LIENS...........................................................................................................      26
19.    ASSIGNMENT AND SUBLETTING.......................................................................................      26
20.    SUBORDINATION AND MORTGAGES.....................................................................................      29
21.    ENTRY BY LANDLORD...............................................................................................      29
22.    BANKRUPTCY AND DEFAULT..........................................................................................      30
       A.   Default....................................................................................................      30
23.    ABANDONMENT.....................................................................................................      32
24.    HAZARDOUS MATERIALS.............................................................................................      33
25.    DESTRUCTION.....................................................................................................      36
26.    EMINENT DOMAIN..................................................................................................      37
27.    SALE OR CONVEYANCE BY LANDLORD..................................................................................      38
28.    ATTORNMENT TO LENDER OR THIRD PARTY.............................................................................      39
29.    HOLDING OVER....................................................................................................      39
30.    CERTIFICATE OF ESTOPPEL.........................................................................................      39
31.    RELATIONSHIP TO MASTER LEASE....................................................................................      40
32.    RIGHT OF LANDLORD TO PERFORM....................................................................................      40
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>   <C>                                                                                                                    <C>
33.    ATTORNEYS' FEES.................................................................................................      41
34.    WAIVER..........................................................................................................      41
35.    NOTICES.........................................................................................................      41
36.    EXAMINATION OF LEASE............................................................................................      42
37.    DEFAULT BY LANDLORD.............................................................................................      42
38.    CORPORATE AUTHORITY.............................................................................................      43
39.    LIMITATION OF LIABILITY.........................................................................................      43
40.    SIGNS...........................................................................................................      44
41.    CONSENT.........................................................................................................      45
42.    AUTHORITY TO EXECUTE............................................................................................      45
43.    BROKERS.........................................................................................................      45
44.    FIRST RIGHT OF REFUSAL EXCLUSIVE TO VIADOR......................................................................      46
45.    MISCELLANEOUS AND GENERAL PROVISIONS............................................................................      47
       A.  Use of Building Name........................................................................................      47
       B.  Choice of Law; Severability.................................................................................      47
       C.  Definition of Terms.........................................................................................      47
       D.  Time Of Essence.............................................................................................      48
       E.  Quitclaim...................................................................................................      48
       F.  Incorporation of Prior Agreements; Amendments...............................................................      48
       G.  Recording...................................................................................................      48
       H.  Diminution of Light, Air or View............................................................................      48
46.    AGREEMENT NOT TO CAPITALIZE REPAIRS AND/OR REPLACEMENTS TO PREMISES, ETC........................................      48
47.    SECURITY CARD ACCESS SYSTEM; LOBBY RECEPTIONIST & SECURITY......................................................      49
</TABLE>



       EXHIBITS:
       ---------

       A - Master Lease

       B - Depiction of the Sublease Premises

       C - Description of the Plans Reflecting the Tenant Improvements

                                       ii
<PAGE>

INDEX OF DEFINED TERMS

DEFINED TERM                                    PARAGRAPH

Additional Rent                                 4E, 10
Affiliate                                       19D
Anniversary Date                                24B
Basic Rent                                      4A
Building                                        Introduction
CC&R's                                          1
Common Area                                     5
Complex                                         Introduction
Destruction                                     7
Early Occupancy Period                          2C
Environmental Laws                              24A
Excess Rent                                     19B
Existing Contamination                          24E
First Right Space                               44
First Right Sublessee                           44
Hazardous Materials                             24
Insurance Cost                                  15
Interest Rate                                   4C
Landlord                                        Introduction
Lender                                          20A
Management Fee                                  4D
Master Lease                                    Introduction
Other Buildings                                 Introduction
Other Leases                                    Introduction
Parcel                                          Introduction
Party (Parties)                                 Caption
Permitted Successor                             19F
Permitted Transfer                              19G
Property                                        24
Real Property Taxes                             12
Rent                                            4
Rental                                          4
Response Actions                                24C
Rules and Regulations                           5
Security Deposit                                4G
Strategic Parties                               19E
Sublandlord                                     Caption, 47
Sublease Commencement Date                      2B
Sublease Premises                               Introduction, 47C
Sublease Rent Commencement Date                 2B
Subtenant                                       Caption, 47C
Subtenant's Environmental Indemnification       24E
Subtenant's Hazardous Materials Activities      24B
Subtenant's Proportionate Share                 Introduction
Subtenant's Responsibilities                    9
Tax Collector                                   12
Tenant Improvements                             7
Term                                            2A

                                      iii
<PAGE>

                                   SUBLEASE
                                (BUILDING M-12)

     THIS SUBLEASE, made and entered into as of the 31st day of January, 2000
(the "Effective Date"), between ALZA CORPORATION, a Delaware corporation
("Sublandlord"), and VIADOR INC., a Delaware corporation  ("Subtenant", with
Sublandlord and Subtenant sometimes individually referred to as a "Party" and
collectively referred to herein as the "Parties").

                                  WITNESSETH:

     P/A CHARLESTON ROAD LLC, a California limited liability company, as
Landlord ("Landlord") and Sublandlord, as Tenant, are parties to a Lease
Agreement (Building Three) dated September 1, 1997 (the "Master Lease"), a copy
of which is attached hereto as Exhibit A hereto.  Under the Master Lease,
                               ---------
Landlord leases to Sublandlord a Building having a street address of 2000
Charleston Road, Mountain View, California and commonly referred to by
Sublandlord as Building M-12 in ALZA Plaza (which building shall be referred to
herein as the "Building").  The entire approximately 13-acre single unsubdivided
parcel of land (the "Parcel") located to the southeast of the intersection of
Charleston Road and Amphitheatre Parkway, in the City of Mountain View, County
of Santa Clara, State of California, on which the Building and the Sublease
Premises are located, is identified on Exhibit A to the Master Lease.  As used
                                       ---------
herein "Complex" shall mean and include all of the Parcel, the Building, the
other two buildings also currently leased by Sublandlord from Landlord under
leases similar to the Master Lease (hereinafter referred to respectively as the
"Other Buildings" and the "Other Leases"), the underground parking structure,
and all other buildings, improvements, fixtures and equipment now or hereafter
situated on the Parcel.

     Sublandlord now desires to sublease to Subtenant and Subtenant now desires
to sublease from Sublandlord the entirety of the first floor (including the
adjacent outdoor patio underneath the second floor overhang) and the entirety of
the second floor of the Building (collectively, the "Sublease Premises"), other
than those portions of the first and second floors which constitute common areas
for the Building, which Sublease Premises and first and second floor common
areas are more particularly depicted on Exhibit B attached hereto, on the terms,
                                        ---------
covenants and conditions contained herein and Subtenant covenants as a material
part of the consideration for this Sublease to perform and observe each and all
of said terms, covenants and conditions.. This Sublease is made upon the
conditions of such performance and observance.

     For purposes of this Sublease, it is agreed that the Sublease Premises
comprises 67,592 gross rentable square feet, the Building comprises 139,611
gross rentable square feet, and the Complex


                                       1
<PAGE>

comprises 408,097 gross rentable square feet, and the "Subtenant's Proportionate
Share" shall constitute 48.41% where Subtenant's Proportionate Share relates to
expenses associated with the Building and 16.60% where Subtenant's Proportionate
Share relates to expenses associated with the Complex.

     It is acknowledged that Sublandlord intends to occupy other portions of the
Building and the Other Buildings in the Complex.  Accordingly, when this
Sublease refers either to other tenants or other occupants of the Building or
the Complex, such reference shall include, as applicable, Sublandlord to the
extent it then occupies the Building or the Complex.  For convenience, attached
hereto is an Index of Defined Terms which identifies the Paragraph or other
location where various defined terms are defined in this Sublease, with all such
defined terms being initially capitalized.

1.  USE.  Subtenant may use the Sublease Premises for general office use and for
no other purpose or use.  Subtenant shall cause any such use to be in
conformance with all applicable governmental laws, regulations, rules and
ordinances.  In addition, Subtenant shall have the nonexclusive right in common
with Sublandlord and other occupants of the Building to use the Common Areas of
the Building throughout the Term of this Sublease.  Subtenant shall not do or
permit to be done in or about the Sublease Premises (or to the extent within
Subtenant's control, the Complex) nor bring or keep or permit to be brought or
kept in or about the Sublease Premises (or to the extent within Subtenant's
control, the Complex) anything which is prohibited by or will in any way
increase the existing rate of (or otherwise adversely affect) fire or any
insurance covering the Complex or any part thereof, or any of its contents, or
will cause a cancellation of any insurance covering the Complex or any part
thereof, or any of its contents.  Subtenant shall not do or permit to be done
anything in, on or about the Sublease Premises or the Complex which will in any
way unreasonably obstruct or interfere with the rights of Sublandlord or other
tenants or occupants of the Complex or injure or unreasonably annoy them, or use
or allow the Sublease Premises to be used for any improper, immoral, or unlawful
purpose, nor shall Subtenant cause, maintain or permit any nuisance in, on or
about the Sublease Premises or the Complex.  No sale by auction shall be
permitted on the Sublease Premises or in the Complex.  Subtenant shall not place
any loads upon any floors, walls, or ceilings of the Sublease Premises which
endanger the Building's structure, or place any harmful fluids or other
materials in the drainage system of the Building or the Common Area, or overload
the Building's electrical or other mechanical systems.  No waste materials or
refuse shall be dumped upon or permitted to remain upon any part of the Building
or on any portion of the Common Area of the Complex, except in trash containers
placed inside exterior enclosures approved by Sublandlord for that purpose or
inside of the Building proper in areas designated for such purpose.  No
materials, supplies, equipment, finished products or semi-finished products, raw
materials or articles of any nature shall be stored upon or permitted to remain
outside the Building, except in screened storage


                                       2
<PAGE>

areas approved by Sublandlord. Subtenant shall not place anything or allow
anything to be placed near the glass of any window, door, partition or wall
which may appear unsightly from outside the Sublease Premises. No loudspeaker or
other device, system or apparatus which can be heard outside the Sublease
Premises shall be used in or at the Sublease Premises without the prior written
consent of Sublandlord. Subtenant shall not commit or suffer to be committed any
waste in or upon the Sublease Premises. Subtenant shall indemnify, defend and
hold Landlord and Sublandlord harmless against any loss, expense, damage,
reasonable attorneys' fees, or liability arising out of failure of Subtenant to
comply with any applicable law relating to Subtenant's use of the Sublease
Premises or with which Subtenant is otherwise obligated to comply under the
terms of this Sublease. Subtenant shall comply with any covenant, condition, or
restriction ("CC&R's") affecting the Sublease Premises (if any), with the
Parties acknowledging that currently there are no CC&R's. Sublandlord agrees
that it shall exercise any approval rights it may have, if any, as to any CC&R's
being recorded against the Complex so as not to approve any CC&R's which would
unreasonably interfere with any uses permitted by Subtenant under this Sublease
of the Sublease Premises or the Complex. The provisions of this Paragraph are
for the benefit of Landlord and Sublandlord only and shall not be construed to
be for the benefit of any tenant or occupant of the Sublease Premises or the
Complex. Sublandlord hereby represents and warrants to Subtenant that the
consent of the Landlord is not required for the execution and delivery of this
Sublease or the occupancy of the Sublease Premises by Subtenant. Sublandlord
hereby indemnifies, defends, protects and agrees to hold Subtenant harmless from
any and all costs, claims, causes of action or liabilities resulting from the
failure of the foregoing representation and warranty to be true and correct.

2.  TERM.

    A.  Term.  The Term ("Term") of this Sublease shall commence on February 1,
2000 (the "Sublease Commencement Date"), and shall expire at 11:59 p.m. on day
preceding the fifth (5th) anniversary of the Sublease Commencement Date.
Subtenant shall not have any right or option to extend the Term, notwithstanding
any right of Sublandlord to extend the term of the Master Lease. If, for any
reason, the Master Lease terminates prior to the expiration of the Term, this
Sublease shall automatically terminate absent any agreement at such time of the
then owner of the Building that this Sublease shall continue as a direct lease
between such owner and Subtenant. Sublandord agrees that if (i) the Master Lease
is terminated by Landlord as a result of any default by Sublandlord thereunder,
(ii) Subtenant is not then in default under the terms of this Sublease beyond
any applicable cure period and (iii) Landlord does not allow Subtenant to remain
in possession of the Sublease Premises under the terms of this Sublease
following the termination of the Master Lease, Sublandlord shall be obligated to
indemnify, defend,


                                       3
<PAGE>

protect and hold Subtenant harmless from any loss or liabilities Subtenant may
incur arising from the premature termination of the Master Lease.

    B.  Sublease Commencement Date and Sublease Rent Commencement Date.  The
"Sublease Rent Commencement Date" shall be the Sublease Commencement Date. If,
for any reason other than delays attributable to Subtenant, Sublandlord cannot
deliver possession of the Sublease Premises to Subtenant by the contemplated
Sublease Commencement Date, Sublandlord shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Sublease or the
obligations of Subtenant hereunder; but in such case, the Sublease Commencement
Date shall not occur and Subtenant shall not be obligated to pay any Rent
hereunder until the date when Sublandlord delivers possession of the Sublease
Premises to Subtenant.

    C.  Early Fixturization Period. Beginning on the Effective Date and
continuing until the Sublease Commencement Date (the "Early Fixturization
Period"), Subtenant and its contractors and suppliers, shall have the right to
enter the Sublease Premises for the purposes of constructing and installing any
alterations or additions and any furniture, fixtures or equipment that Subtenant
is permitted to install pursuant to the terms of this Sublease. No Basic Rent
shall be payable during the Early Fixturization Period and only such items of
Additional Rent as constitute variable costs incurred by Sublandlord reasonably
attributable to the activities of Subtenant and its contractors and suppliers
during such Early Fixturization Period (such as utilities consumed in such
construction and installation activities) shall be payable by Subtenant, but
Subtenant shall be obligated during such Early Fixturization Period to observe
and perform all of the other provisions of this Sublease, including without
limitation, the insurance and indemnity provisions of this Sublease.

3.  [INTENTIONALLY DELETED]

4.  RENT.  The term "Rent" or "Rental", as either may be used hereunder, shall
consist of (i) Basic Rent, as defined within Paragraph 4A below, (ii) Additional
Rent, as defined within Paragraph 4E below and (iii) the Management Fee as
defined within Paragraph 4D below. In any instance where "Rent" or "Rental" is
used in place of "Basic Rent" or "Additional Rent", it shall be understood that
"Rent" or "Rental" includes "Basic Rent", "Additional Rent" and "Management
Fee".

    A.  Basic Rent. The scheduled monthly Basic Rent per gross rentable square
foot of the Sublease Premises during the first year of the Term for this
Sublease following the Sublease Rent Commencement Date shall be Three Dollars
and Seventy Cents ($3.70).

    On each anniversary of the Sublease Rent Commencement Date during the Term,
the monthly Basic Rent shall increase by the amount equal to three percent (3%)
of the Basic Rent calculated for the


                                       4
<PAGE>

month preceding such anniversary, to the effect that the Monthly Basic Rent
shall be as follows during the respective months of the term of this Sublease:

-------------------------------------------------------------------------------
Months            Monthly Basic Rent per           Monthly Basic Rent
                  Gross Rentable Square Foot       for the Sublease
                                                   Premises
-------------------------------------------------------------------------------
1-12              $ 3.70                           $250,090.40
-------------------------------------------------------------------------------
13-24             $3.811                           $257,593.11
-------------------------------------------------------------------------------
25-36             $3.925                           $265,298.60
-------------------------------------------------------------------------------
37-48             $4.043                           $273,274.46
-------------------------------------------------------------------------------
49-60             $4.164                           $281,453.09
-------------------------------------------------------------------------------

    B. Time for Payment. Full monthly Basic Rent, Management Fee and Additional
Rent (as scheduled by Sublandlord) is due in advance, on the first day of each
calendar month, with such amount for the first full calendar month of the Term
to be payable by Subtenant to Sublandlord upon execution of this Sublease by the
Parties. In the event that the Sublease Commencement Date occurs on a date other
than the first day of a calendar month, on the Sublease Commencement Date
Subtenant shall pay to Sublandlord Management Fee and Additional Rent for the
period from such Sublease Commencement Date to the first day of the next
succeeding calendar month that proportion of the monthly Management Fee and
Additional Rent hereunder for the number of days between the Sublease
Commencement Date and the first day of the next succeeding calendar month. In
the event that the Sublease Rent Commencement Date occurs on a date other than
the first day of a calendar month, on the Sublease Rent Commencement Date
Subtenant shall pay to Sublandlord Basic Rent for the period from such Sublease
Rent Commencement Date to the first day of the next succeeding calendar month
that proportion of the monthly Basic Rent hereunder for the number of days
between the Sublease Rent Commencement Date and the first day of the next
succeeding calendar month. In the event that the Term for any reason ends on a
date other than the last day of a calendar month, on the first day of the last
calendar month of the Term, Subtenant shall pay to Sublandlord as Basic Rent,
Management Fee and Additional Rent for the period from said first day of said
last calendar month to and including the last day of the Term that proportion of
the monthly Basic Rent, Management Fee and Additional Rent hereunder for the
number of days between said first day of said last calendar month and the last
day of the Term.

    C.  Late Charge and Interest on Rent in Default. Notwithstanding any other
provision of this Sublease, if any installment of Basic Rent, Management Fee
and/or Additional Rent (collectively "Rent") is not received by Sublandlord from
Subtenant within nine (9) calendar days after the same becomes due, Subtenant
shall immediately pay to Sublandlord a late charge in an amount equal to ten
percent (10%) of the amounts due and not so paid. In no event shall this
provision for a late charge be deemed to grant Subtenant a grace period or
extension of time within which to pay any Rent installment as set forth in this


                                       5
<PAGE>

Paragraph 4 or to prevent Sublandlord from exercising any right or remedy
available to Sublandlord upon Subtenant's failure to pay each Rent installment
due under this Sublease when due. If any Rent remains delinquent for a period in
excess of nine (9) calendar days, then, in addition to such late charge,
Subtenant shall pay to Sublandlord interest on any Rent that is not so paid from
said ninth day at the rate of Bank of America's Prime Rate (or equivalent rate)
plus five percent (5%) per annum on the unpaid amount (the "Interest Rate"), but
in no event greater than the maximum rate of interest permitted by applicable
law, until paid in full.

    D. Management Fee. Subtenant shall pay to Sublandlord, in addition to the
Basic Rent and Additional Rent, a management fee ("Management Fee") on a monthly
basis equal to three percent (3%) of the Basic Rent and any scheduled Additional
Rent payable to Sublandlord for such month, with such Management Fee to be
payable throughout the Term.

    E.  Additional Rent. Beginning on the Sublease Commencement Date and
continuing throughout the Term, Subtenant shall pay (i) to the governmental
agency, public utility, or other third party entitled to receive such payment
where such governmental agency, public utility, or other third party is directly
invoicing Subtenant for the same and (ii) otherwise to Sublandlord (or to
Sublandlord's designated agent or to Landlord or to such other third party if
subsequently directed in writing to do so by Sublandlord), in addition to the
Basic Rent and Management Fee and as Additional Rent, the following:

            (a)  Subtenant's Proportionate Share of all Taxes relating to the
     Complex as set forth in Paragraph 12, and
            (b)  Subtenant's Proportionate Share of all insurance premiums
     relating to the Complex, as set forth in Paragraph 15, and
            (c)  Subtenant's Proportionate Share (or as otherwise reasonably
     determined by Sublandlord) to the extent applicable, of expenses for the
     operation, maintenance and repair of the Building and the Common Area of
     the Complex, as set forth in Paragraphs 9.B, 9.C and 10, and
            (d)  All charges, costs and expenses which Subtenant is required to
     pay hereunder, together with all interest and penalties, costs and
     expenses, including reasonable attorneys' fees and legal expenses, that may
     accrue thereon in the event of Subtenant's failure to pay such amounts, and
     all damages, reasonable costs and expenses which Sublandlord may incur by
     reason of default of Subtenant (pursuant to Paragraph 22 of this Sublease,
     i.e. Subtenant has received notice of a default under this Sublease and the
     applicable cure period has expired and Subtenant has not then cured such
     default) or failure on Subtenant's part to comply with the terms and
     conditions of this Sublease.

     In the event of nonpayment by Subtenant of Additional Rent, Sublandlord
shall have all the rights and remedies with respect thereto as Sublandlord has
for nonpayment of Basic Rent.


                                       6
<PAGE>

     Notwithstanding anything to the contrary in the definition of Additional
Rent as set forth in this Paragraph 4E or Paragraph 10, Additional Rent shall
not include any of the following:
            (1)  Any ground or underlying lease rental;
            (2)  Bad debt expenses and interest, principal, points and fees on
     debts, bad debt expenses or amortization on any mortgage or other debt
     instrument encumbering the Building or the Complex;
            (3)  Costs incurred by Sublandlord or Landlord for repair of damage
     to the Complex to the extent Sublandlord or Landlord is reimbursed by
     insurance proceeds or by third parties (including third party tenants) or
     costs of repair or maintenance of the Complex to the extent such work is
     performed without additional charge pursuant to warranties from third
     parties held by Sublandlord or Landlord for the performance of such repair
     or maintenance work;
            (4)  Depreciation on the Sublease Premises or the Complex,
     amortization and interest (on loans Sublandlord or Landlord may have
     against the Sublease Premises or the Complex), except on equipment,
     materials, tools, supplies and vendor-type equipment purchased by any party
     to enable that party to supply services that party might otherwise contract
     for with a third party where such depreciation, amortization and interest
     payments would otherwise have been included in the charge for such third
     party's services, all as determined in accordance with generally accepted
     accounting principles;
            (5)  Advertising and promotional expenditures, and costs of signs in
     or on the Complex identifying other third party tenants, unless such
     expenditure is related to damage caused by Subtenant or a default by
     Subtenant;
            (6)  Except as otherwise provided in Paragraph 22 of this Sublease,
     marketing costs, including leasing commissions, attorneys' fees, space
     planning costs, and other costs and expenses incurred in connection with
     lease negotiations;
            (7)  Except as otherwise provided in Paragraph 22 of this Sublease,
     costs, including permit, license and inspection costs, incurred with
     respect to the installation of tenant improvements made for other third
     party tenants or incurred in renovating or otherwise improving, decorating,
     painting or redecorating vacant space for other third party tenants;
            (8)  Costs incurred due to the violation by Sublandlord or other
     third party tenants of the terms and conditions of any lease of space in
     the Complex which lease is not related to the Sublease Premises and which
     costs incurred are not related to Subtenant hereunder.

     Notwithstanding anything herein to the contrary, any costs incurred by
Sublandlord in repairing or maintaining the Complex which under generally
accepted accounting principles are considered costs that should be capitalized,
such costs shall be amortized over their useful life as determined in accordance
with generally accepted accounting principles, together with interest thereon at
the Interest Rate, and


                                       7
<PAGE>

Subtenant shall pay Subtenant's Proportionate Share thereof only to the extent
the amortized portion of such cost accrues during the Term of this Sublease.

     The Additional Rent due hereunder shall be paid to the party provided above
(i) within ten (10) calendar days for Taxes and Property Insurance (to the
extent such Taxes or Property Insurance shall be payable to the applicable
taxing authority or insurer within thirty (30) days after the date of
presentation of such invoice) and within fifteen (15) calendar days for all
other Additional Rent items, after presentation of invoice from Sublandlord or
Sublandlord's agent setting forth such Additional Rent and/or (ii) at the option
of Sublandlord, Subtenant shall pay to Sublandlord monthly, in advance,
Subtenant's pro rata share of an amount estimated by Sublandlord to be
Sublandlord's approximate average monthly expenditure for such Additional Rent
items, which estimated amount shall be reconciled within one hundred fifty (150)
calendar days after the end of each calendar year, or more frequently if
Sublandlord elects to do so at Sublandlord's sole and absolute discretion, as
compared to Sublandlord's actual expenditure for said Additional Rent items,
with Subtenant paying to Sublandlord, upon demand, any amount of actual expenses
expended by Sublandlord in excess of said estimated amount, or Sublandlord
refunding to Subtenant (provided Subtenant is not in default in the performance
of any of the terms, covenants and conditions of this Sublease) any amount of
estimated payments made by Subtenant in excess of Sublandlord's actual
expenditures for said Additional Rent items.  Within thirty (30) calendar days
after receipt of Sublandlord's written reconciliation together with supporting
documentation, Subtenant shall have the right, at Subtenant's sole expense, to
commence a review and/or audit, at a mutually convenient time at Sublandlord's
office, of Sublandlord's records relating to the foregoing expenses.  Any audit
must be conducted by Subtenant or an independent nationally recognized
accounting firm that is not being compensated by Subtenant or other third party
on a contingency fee basis.  If an audit (not a review) reveals that Sublandlord
has overcharged Subtenant, the amount overcharged shall be credited to
Subtenant's account within seventy-five (75) calendar days after the audit is
concluded.

     The respective obligations of Sublandlord and Subtenant under this
Paragraph 4 shall survive the expiration or other termination of the Term, and
if the Term shall expire or shall otherwise terminate on a day other than the
last day of a calendar year, the actual Additional Rent incurred for the
calendar year in which the Term expires or otherwise terminates shall be
determined and settled on the basis of the statement of actual Additional Rent
for such calendar year and shall be prorated in the proportion which the number
of days in such calendar year preceding such expiration or termination bears to
365.

    F.  Place of Payment of Basic Rent, Management Fee and Additional Rent.  All
Rent hereunder and all payments hereunder for Additional Rent which are to be
paid to Sublandlord shall be paid to Sublandlord at the following address ALZA
Corporation, 1900 Charleston Road, Mountain View,


                                       8
<PAGE>

California 94039, Attention: Senior Director, Real Estate & Facilities, or to
such other person or to such other place as Sublandlord may from time to time
designate in writing.

    G.  Security Deposit. Subtenant shall, upon execution of this Sublease,
deposit with Sublandlord a security deposit ("Security Deposit") in an amount in
cash equal to six (6) times the monthly Basic Rent payable during the last year
of the Term of this Sublease (with the possible alternative use of a letter of
credit being addressed later in this Paragraph). The Security Deposit shall be
held by Sublandlord as a Security Deposit for the faithful performance by
Subtenant of all of the terms, covenants, and conditions of this Sublease to be
kept and performed by Subtenant during the Term. If Subtenant defaults with
respect to any provision of this Sublease and such default is not cured within
any applicable cure period, including, but not limited to, the provisions
relating to the payment of Rent or any other monetary sums due hereunder,
Sublandlord may (but shall not be required to) use, apply or retain all or any
part of this Security Deposit for the payment of such amount in default, or any
other amount which Sublandlord or Landlord or both may spend by reason of
Subtenant's default or to compensate Sublandlord or Landlord or both for any
other loss or damage which Sublandlord or Landlord or both may suffer by reason
of Subtenant's default. If any portion of the Security Deposit is so used or
applied, Subtenant shall, within ten (10) calendar days after written demand
therefor, deposit cash with Sublandlord in the amount sufficient to restore the
Security Deposit to its original amount. Subtenant's failure to do so shall be a
material breach of this Sublease. Sublandlord shall not be required to keep this
Security Deposit separate from its general funds, and Subtenant shall not be
entitled to interest on the Security Deposit. If Subtenant fully and faithfully
performs every provision of this Sublease to be performed by it, the Security
Deposit or any balance thereof shall be returned to the last party recognized by
Sublandlord as Subtenant hereunder (or at Sublandlord's option, to the last
assignee of Subtenant's interest hereunder) at the expiration of the Term and
after Subtenant has vacated the Sublease Premises. In the event of termination
of Sublandlord's interest in this Sublease, Sublandlord shall transfer the
Security Deposit to Sublandlord's successor in interest whereupon Subtenant
agrees to release Sublandlord from liability for the return of such Deposit or
the accounting therefor.

    Notwithstanding the above, Subtenant shall have the right, at Subtenant's
sole election, to substitute for all or part of the cash Security Deposit to be
held by Sublandlord, an irrevocable letter of credit, drawn upon an
institutional lender reasonably acceptable and accessible to Sublandlord in form
and content reasonably satisfactory to Sublandlord and for a term equal to at
least one year (with the letter of credit required to be renewed or replaced by
Subtenant so as to be available to be drawn on at any time during the Term plus
a period of sixty (60) calendar days).  Said financial institution must agree
that the presentment for demand may be made in at least one of the following
locations: San Jose, Santa Clara, San Francisco, Mountain View or Palo Alto,
California.  Such irrevocable letter of credit shall be renewed


                                       9
<PAGE>

by the issuer (or replaced with a similarly qualifying letter of credit
reasonably acceptable to Sublandlord) at least thirty (30) calendar days prior
to the expiration date thereof from time to time during the Term, and shall be
held by Sublandlord as security for the faithful performance by Subtenant of all
the terms, covenants and conditions of this Sublease to be kept and performed by
Subtenant. If, for any reason, Subtenant fails to cause the irrevocable letter
of credit to be so renewed or replaced at least thirty (30) days prior to its
expiration date, Sublandlord shall have the right to immediately draw upon the
letter of credit in full and hold the proceeds thereof as a cash Security
Deposit hereunder. If Subtenant has theretofore funded the Security Deposit all
or in part in cash, all (or such portion) of the cash Security Deposit held by
Sublandlord shall be refunded to Subtenant upon Sublandlord's receipt of an
acceptable irrevocable letter of credit equating to such amount. If Subtenant
defaults with respect to any provisions of this Sublease and such default is not
cured within any applicable cure period, including but not limited to provisions
relating to the payment of Rent, Sublandlord may (but shall not be required to)
draw down on the irrevocable letter of credit for payment of any sum which
Sublandlord may spend or become obligated to spend by reason of Subtenant's
default, or to compensate Sublandlord for any loss or damage which Sublandlord
may suffer by reason of Subtenant's default. Sublandlord and Subtenant
acknowledge that such irrevocable letter of credit will be treated as if it were
a cash Security Deposit, and such irrevocable letter of credit may be drawn down
upon by Sublandlord in the amount then due to Sublandlord upon demand and
presentation of evidence of the identity of Sublandlord to the issuing bank, in
the event that Subtenant defaults with respect to any provision of this Sublease
and such default is not cured within any applicable cure period. Sublandlord
covenants to Subtenant that it shall not make a drawing on such irrevocable
letter of credit unless Sublandlord, in good faith, believes (i) Subtenant is in
default in the performance of its obligations under this Sublease or (ii) such
drawing is appropriate because of the failure of such irrevocable letter of
credit to have been appropriately renewed. If any portion of the irrevocable
letter of credit is used or applied pursuant hereto, Subtenant shall, within ten
(10) calendar days after receipt of a written demand therefor from Sublandlord,
restore and replace the value of such security by either (i) depositing cash
with Sublandlord in the amount equal to the sum drawn down under the irrevocable
letter of credit, or (ii) increasing the irrevocable letter of credit to its
value immediately prior to such application. Subtenant's failure to replace the
value of the security as provided in the preceding sentence shall be a material
breach of its obligation under this Sublease. The letter of credit shall further
provide to the effect: (i) that it shall automatically renew for additional
periods of one (1) year each from the expiry date or future expiry date, unless
at least thirty (30) days prior to any expiry date the issuer notifies
Sublandlord by registered mail of the issuer's election not to renew the letter
of credit and (ii) if the issuer is unable or unwilling to so renew the letter
of credit, the issuer shall deem such to automatically constitute a draw request
from Sublandlord upon the letter of credit without


                                      10
<PAGE>

further demand, and with the issuer on or before the expiration of such letter
of credit to deposit for Sublandlord's account an amount equal to the amount
remaining committed but undrawn under the letter of credit (unless issuer has
sought and obtained from Sublandlord prior thereto a written acknowledgment by
Sublandlord of the termination of the requirement of this Sublease for such
letter of credit to be so renewed, in which event issuer shall not be required
to make such a deposit for Sublandlord's account).

    5.  RULES AND REGULATIONS AND COMMON AREA.  Subject to the terms and
conditions of this Sublease and such rules and regulations ("Rules and
Regulations") as (i) Landlord may hereafter from time to time prescribe for the
Complex or any portion thereof, and (ii) Sublandlord may hereafter from time to
time reasonably prescribe for the Complex or any portion thereof, Subtenant and
Subtenant's employees, invitees and customers shall, in common with other
occupants of the Complex in which the Sublease Premises are located, and their
respective employees, invitees and customers, and others entitled to the use
thereof, have the non-exclusive right to use the access roads, parking areas,
and facilities provided and designated by Landlord or Sublandlord for the
general use and convenience of the occupants of the Complex in which the
Sublease Premises are located, which areas and facilities are referred to herein
as "Common Area". This right shall terminate upon the termination of this
Sublease. Subtenant acknowledges and agrees that Landlord has reserved the
right, and Sublandlord hereby reserves the right, from time to time to make
reasonable changes in the shape, size, location, amount and extent of Common
Area. Landlord has further reserved, and Sublandlord hereby reserves, the right
to promulgate such reasonable Rules and Regulations relating to the use of the
Common Area, and any part or parts thereof, as either Landlord or Sublandlord
may deem appropriate for the best interests of the occupants of the Complex or
the Building. The Rules and Regulations shall be binding upon Subtenant upon
delivery of a copy of them to Subtenant, and Subtenant shall abide by them and
cooperate in their observance. Such Rules and Regulations may be reasonably
amended by the promulgator, Landlord or Sublandlord, from time to time, with ten
(10) calendar days advance notice, and all amendments shall be effective five
(5) calendar days after delivery of a copy to Subtenant. If there is any
conflict between Rules and Regulations promulgated by Landlord and Sublandlord,
those Rules and Regulations promulgated by Landlord in accordance with the
Master Lease shall govern. Neither Landlord nor Sublandlord shall be responsible
to Subtenant for the non-performance by any other tenant or occupant of the
Complex of any of said Rules and Regulations (but the foregoing shall not excuse
Sublandlord from any responsibility under the other provisions of this Sublease
for the activities or omissions of Sublandlord as an occupant of the Complex).

    To the extent of Sublandlord's obligations under the Master Lease,
Sublandlord shall operate, manage and maintain the Common Area in conformity
with a good standard of maintenance and repair, or


                                      11
<PAGE>

replacement, and in good and sanitary condition, provided that to the extent the
Master Lease requires Landlord to perform any services or to insure, maintain,
repair or restore all or any part of the Complex or the Sublease Premises, or
provides Sublandlord with rights enforceable against Landlord, Sublandlord's
obligations to Subtenant with respect to such matters shall be limited to
Sublandlord's exercise of commercially reasonable efforts to enforce the
obligations of Landlord with respect to such matters.

     6.  PARKING. Subtenant shall, without any separately assessed parking fees
or charges being applicable, have the (i) non-exclusive right throughout the
Term of this Sublease, to use with the other tenants or other occupants of the
Complex, Subtenant's Proportionate Share of the parking spaces in the common
parking area of the Complex not designated for use by individuals with
disabilities (with Subtenant's Proportionate Share currently equating to 144 of
the 869 regular parking spaces in the garage (one of which 144 will be the
reserved space referred to in clause (ii) below), and 45 of the 273 above ground
regular parking spaces for employees and visitors), and (ii) the exclusive right
throughout the Term of this Sublease, to one (1) reserved parking space at a
location reasonably close to the Sublease Premises in the underground parking
garage, which shall be marked as reserved by Sublandlord, at Sublandlord's sole
expense. Subtenant agrees that Subtenant, Subtenant's employees, agents,
representatives, and/or invitees shall not use parking spaces in excess of said
assigned parking spaces allocated to Subtenant hereunder. Sublandlord shall have
the right, at Sublandlord's reasonable discretion, as well as Landlord having
certain additional rights under the Master Lease, to specifically designate the
location of some or all of Subtenant's parking spaces within the common parking
area of the Complex, in which event Subtenant agrees that Subtenant, Subtenant's
employees, agents, representatives and/or invitees shall not use any parking
spaces other than those parking spaces specifically designated by Sublandlord
for Subtenant's use (or if only a portion of the parking spaces to which
Subtenant is entitled to use are so designated for Subtenant's exclusive use,
Subtenant's employees, agents, representatives and/or invitees shall not use any
parking spaces which are designated for exclusive use by other tenants or
occupants). Said parking spaces, if specifically designated by Sublandlord to
Subtenant, may be relocated by Sublandlord at any time, and from time to time,
but shall be assigned on a non-discriminatory basis as to Subtenant and the
other tenants and occupants of the Complex. Sublandlord reserves the right, at
Sublandlord's reasonable discretion, to rescind any specific designation of
parking spaces, thereby returning Subtenant's parking spaces to the common
parking area. Sublandlord shall give Subtenant written notice of any change in
Subtenant's parking spaces. Sublandlord, in designating any parking spaces for
Subtenant's use, shall not discriminate against Subtenant as to the location of
assigned parking spaces relative to the location of the Building, and further
shall not discriminate against Subtenant's visitors as to any allocation, if
any, of the designated visitor's parking spaces. Subtenant shall not, at any


                                      12
<PAGE>

time, park, or permit to be parked, any trucks or vehicles adjacent to the
loading area so as to interfere in any way with the use of such areas, nor shall
Subtenant, at any time, park or permit the parking of Subtenant's trucks and
other vehicles or the trucks and vehicles of Subtenant's suppliers or others, in
any portion of the common areas not designated by Sublandlord for such use by
Subtenant. Subtenant shall not park nor permit to be parked, any inoperative
vehicles or equipment on any portion of the common parking area or other common
areas of the building. Subtenant agrees to assume responsibility for compliance
by its employees with the parking provision contained herein. If Subtenant or
its employees park in other than designated parking areas, then Sublandlord may
charge Subtenant, as an additional charge, and Subtenant agrees to pay Fifteen
Dollars ($15.00) per day for each day or partial day each such vehicle is
parking in any area other than that designated. Subtenant hereby authorizes
Sublandlord, at Subtenant's sole expense, to tow away from the Complex any
vehicle belonging to Subtenant or Subtenant's employees parked in violation of
these provisions, or to attach violation stickers or notices to such vehicles.
Subtenant shall use the parking area for vehicle parking only and shall not use
the parking areas for storage. Subtenant acknowledges that a security card is
required for access to the underground parking, and that accordingly, it is not
generally available for use by visitors for parking. Subtenant agrees that it
shall, if requested by Sublandlord, require all of its employees to park in the
underground parking area so as to leave the outside parking areas fully
available for visitors to the Complex.

    7.  ACCEPTANCE AND SURRENDER OF SUBLEASE PREMISES. Upon the Sublease
Commencement Date, Subtenant, as to Sublandlord (but not necessarily as to any
architect or contractor), accepts the Building and improvements included in the
Sublease Premises and the Common Area as being in good and sanitary order,
condition and repair and accepts the Building and improvements included in the
Sublease Premises in their then present condition and without representation or
warranty by Sublandlord as to the condition of the Building or as to the use or
occupancy which may be made thereof. Any exceptions to the foregoing must be by
written agreement executed by Sublandlord and Subtenant. Subtenant agrees on the
last day of the Term, or on the sooner termination of this Sublease, to
surrender the Sublease Premises promptly and peaceably to Sublandlord in good
condition and repair (damage by Acts of God, fire or other causes for which
Subtenant is not obligated to repair pursuant to Paragraph 25 ("Destruction"),
and normal wear and tear excepted), with all interior walls painted, or cleaned,
and repaired or replaced, if damaged; all floors cleaned and waxed; all carpets
cleaned and shampooed; all broken, marred or nonconforming acoustical ceiling
tiles replaced; the interior side of all interior and exterior windows washed;
the HVAC, plumbing and electrical systems and lighting within the Sublease
Premises in good order and repair, including replacement of any burned out or
broken light bulbs or ballasts; together with all alterations, additions, and
improvements which may have been made,


                                      13
<PAGE>

in, to, or on the Sublease Premises (except moveable trade fixtures installed at
the expense of Subtenant and such other items that Subtenant, under this
Sublease, is allowed to remove, if any) except that Subtenant shall ascertain
from Sublandlord within thirty (30) days before the end of the Term, as to any
portion of the Sublease Premises which does not conform to the configuration of
the tenant improvements previously installed by Sublandlord (the "Tenant
Improvements") as reflected on the plans listed on Exhibit C, whether
                                                   ---------
Sublandlord desires to have such portion of the Sublease Premises or any part or
parts thereof restored to their configuration as reflected on the plans listed
on Exhibit C, and if Sublandlord shall so desire, then Subtenant shall restore
   ---------
said portion of the Sublease Premises or such part or parts thereof before the
end of this Sublease at Subtenant's sole cost and expense to the configuration
as reflected on the plans listed on Exhibit C, except to the extent, if any,
                                    ---------
Sublandlord in approving any proposed additions or alterations by Subtenant
pursuant to Paragraph 8 hereof, agrees that such proposed addition or alteration
shall not be required to be removed. Subtenant, on or before the end of the Term
or sooner termination of this Sublease, shall remove all of Subtenant's personal
property and trade fixtures from the Sublease Premises, and all property not so
removed on or before the end of the Term or sooner termination of this Sublease
shall be deemed abandoned by Subtenant and title to same shall thereupon pass to
Sublandlord without compensation to Subtenant. Sublandlord, may, upon
termination of this Sublease, remove all moveable furniture and equipment so
abandoned by Subtenant, at Subtenant's sole cost, and repair any damage caused
by such removal at Subtenant's sole cost. If the Sublease Premises be not
surrendered at the end of the Term or sooner termination of this Sublease,
Subtenant shall indemnify Sublandlord against loss or liability resulting from
the delay by Subtenant in so surrendering the Sublease Premises including,
without limitation, any claims made by Landlord or any succeeding subtenant
founded on such delay. Nothing contained herein shall be construed as an
extension of the Term or as a consent of Sublandlord to any holding over by
Subtenant. The voluntary or other surrender of this Sublease or the Sublease
Premises by Subtenant or a mutual cancellation of this Sublease shall not work
as a merger and, at the option of Sublandlord, shall either terminate all or any
existing sub-subleases or sub-subtenancies or operate as an assignment to
Sublandlord of all or any such sub-subleases or sub-subtenancies.

     8. ALTERATIONS AND ADDITIONS. Subtenant shall not make, or suffer to be
made, any alteration or addition to the Sublease Premises, or any part thereof,
without the written consent of Sublandlord first had and obtained by Subtenant
with such consent of Sublandlord to be subject to Sublandlord' sole discretion
(subject to the following paragraph setting forth a different standard for
Sublandlord's approval as to certain alterations and additions), and further
subject to Landlord's approval rights under the Master Lease, but at the cost of
Subtenant, and (except as may be otherwise consented to


                                      14
<PAGE>

in writing by Sublandlord at the time of Subtenant's request) any addition to,
or alteration of, the Sublease Premises, except moveable furniture and trade
fixtures, shall, upon termination, become a part of the Sublease Premises and
belong to Sublandlord, subject to the right of Sublandlord to require that some
or all of such additions and alterations be removed by Subtenant pursuant to the
provisions of Paragraph 7 ("Acceptance and Surrender of Sublease Premises")
unless Sublandlord, at the time of its requested approval of such addition or
alteration, agrees in writing that such addition or alteration shall not be
required to be removed by Subtenant at the end of the term of this Sublease.
Sublandlord reserves the right to approve all contractors and mechanics proposed
by Subtenant to make any such alterations and additions, and currently requires
that any alterations or additions to be performed to the Sublease Premises prior
to or within the first year following the Sublease Commencement Date, are to be
performed by Vance Brown, Inc., the contractor currently engaged to construct
the Tenant Improvements, under a separate contract to be entered into between
such contractor and Subtenant, and shall in all events be subject to any
applicable approval rights of Landlord and any other applicable requirements for
making alterations or additions to the Building under the Master Lease.
Subtenant shall retain title to all moveable furniture and trade fixtures placed
in the Sublease Premises. All office heating, lighting, electrical, air
conditioning, floor to ceiling partitioning, drapery, carpeting, and floor
installations made by Subtenant, together with all property that has become an
integral part of the Sublease Premises, shall not be deemed trade fixtures.
Subtenant agrees that it will not proceed to make any such alteration or
addition, without having obtained consent from Sublandlord (and if required,
Landlord) to do so, and until ten (10) business days from the receipt of such
consent, in order that Sublandlord and Landlord may post appropriate notices to
avoid any liability to contractors or material suppliers for payment for
Subtenant's alteration or addition. Subtenant will at all times permit such
notices to be posted and to remain posted until the completion of work.
Subtenant shall, if required by Sublandlord or Landlord, secure at Subtenant's
own cost and expense, a completion and lien indemnity bond, satisfactory to
Sublandlord, for such work, provided that Sublandlord agrees that Sublandlord
shall not require any such bond unless either (i) at the time of such alteration
the net worth of Subtenant is reasonably estimated to be less than $39,000,000,
or (ii) the alteration in question is reasonably estimated to cost more than
$250,000. Subtenant further covenants and agrees that any mechanic's lien filed
against the Sublease Premises or any part of the Complex for work claimed to
have been done for, or materials claimed to have been furnished to Subtenant,
will be discharged by Subtenant, by bond or otherwise, within five (5) calendar
days after notice to Subtenant of filing thereof, at the cost and expense of
Subtenant. Any exceptions to the foregoing must be made in writing and executed
by all of Sublandlord, Landlord and Subtenant.


                                      15
<PAGE>

     Notwithstanding the foregoing standard for consent by Sublandlord of any
proposed alteration or additions by Subtenant, Sublandlord agrees that it shall
not unreasonably withheld its consent to any proposed alterations by Subtenant
if the proposed alterations are (i) non-structural in nature; (ii) do not reduce
the market value or general utility of the Sublease Premises for office use; and
(iii) may be reasonably removed and the Sublease Premises restored to the
condition reflected in the plans for the Tenant Improvements as described in
Exhibit C upon the expiration of the Term of the Sublease.  Subtenant shall be
---------
obligated prior to the expiration or earlier termination of the Term of the
Sublease to remove any alterations or additions and return the portion of the
Sublease Premises affected by any such alterations or additions to the same
condition as reflected in the plans for the Tenant Improvements as described in
Exhibit C, unless Sublandlord, pursuant to Paragraph 7 above, subsequently
---------
waives such requirement.  If either:  (i) at the time of such addition or
alteration the net worth of Subtenant is reasonably estimated to be less than
$39,000,000, or (ii) the addition or alteration in question is reasonably
estimated to cost more than $250,000, Sublandlord shall have the right in its
reasonable discretion in approving any such proposed addition or alteration, to
require Subtenant to deposit with Sublandlord additional security for
Subtenant's performance of the construction of the same, which additional
security shall be returned to Subtenant upon the lien free completion of such
addition or alteration.

9.  TENANT MAINTENANCE.

      A.  Subtenant's Responsibilities. Subject to Paragraph 25 ("Destruction"),
Subtenant shall, at its sole cost and expense, keep and maintain the interior of
the Sublease Premises and every part thereof in a good standard of maintenance
and repair, or replacement, and in good and sanitary condition (collectively
"Subtenant's Responsibilities"). Subtenant's Responsibilities include, but are
not limited to, janitorization (except as such may be provided by Sublandlord
pursuant to Paragraph 9.D), all windows (interior and exterior), window frames,
plate glass and glazing (destroyed by accident or act of third parties), truck
doors, plumbing systems (such as water and drain lines, sinks, toilets, faucets,
drains, showers and water fountains), electrical systems (such as panels,
conduits, outlets, lighting fixtures, lamps, bulbs, tubes and ballasts), heating
and air conditioning systems (such as compressors, fans, air handlers, ducts,
mixing boxes, thermostats, time clocks, boilers, heaters, supply and return
grills), all outside balconies, all interior improvements within the Sublease
Premises including but not limited to wall coverings, window coverings, carpet,
floor coverings, partitioning, ceilings, doors (both interior and exterior),
including closing mechanisms, latches, locks, automatic fire extinguishing
systems, and all other interior improvements of any nature whatsoever. Areas of
excessive wear shall be replaced at Subtenant's sole expense upon termination of
the Sublease. Subtenant's responsibilities under this


                                      16
<PAGE>

Paragraph shall not extend to any structural members inside the Sublease
Premises or any of the foregoing items to the extent located outside of the
Sublease Premises. To the extent Sublandlord is the beneficiary of any
contractor or supplier warranties relating to any items Subtenant becomes
obligated hereunder to repair, Sublandlord shall cooperate with Subtenant in
providing to Subtenant the benefit of the warranty relating to the same.
Subtenant hereby waives all rights under, and benefits of, Subsection 1 of
Section 1932 and Section 1941 and 1942 of the California Civil Code and under
any similar law, statute or ordinance now or hereafter in effect. In the event
any of the above Subtenant's Responsibilities apply to any other third party
tenant(s) of Sublandlord where there is common usage with other third party
tenant(s), such maintenance responsibilities may be undertaken by Landlord or
Sublandlord and Subtenant's Proportionate Share of the related charges shall be
allocated to the Sublease Premises and paid by Subtenant as Additional Rent
pursuant to Paragraph 4.E.

    B.  Building and Interior Common Area Maintenance. Sublandlord shall
maintain, repair and replace as required, the interior and exterior portions of
the Building and the general building systems and services and common areas
(including, but not limited to, the first floor lobby, elevators, roof, truck
doors, HVAC equipment, and any interior common areas in the Building) that are
not the responsibility of Subtenant to maintain under the provisions of
Paragraph 9A hereof. Subtenant's Proportionate Share of all costs and expenses
incurred by Sublandlord in so maintaining, repairing and replacing the same,
shall be allocated to and borne by Subtenant as Additional Rent pursuant to
Paragraph 4.E.

    C.  Common Area Maintenance. At all times during the Term that Sublandlord
is also the tenant under the Other Leases, then Sublandlord shall be responsible
to keep, maintain, repair and replace as required, the Common Area of the
Complex (including appurtenances) and every part thereof in a good standard of
maintenance, repair and replacement as required, and in good and sanitary
condition. Sublandlord's maintenance, repair and replacement responsibilities
herein referred to include, but are not limited to, janitorization, landscaping,
sidewalks, driveways, underground and above ground parking areas, including
striping and sealing, irrigation sprinkler systems, parking lot and exterior
Building lighting, ponds, fountains, waterways, drains, lawns, shrubbery and
other planted areas, plumbing and utility systems within the Common Area, and
electrical systems within the Common Area. Subtenant's Proportionate Share of
all costs and expenses incurred by Sublandlord in so maintaining, repairing and
replacing the same, shall be allocated to and borne by Subtenant as Additional
Rent pursuant to Paragraph 4.E. To the extent that Landlord is required to
maintain the Common Area under the Master Lease, including circumstances in
which Sublandlord is not the tenant under the Other Leases, Sublandlord shall
have no further obligation to maintain such Common Area and the last sentence of
Paragraph 5, above, shall apply.

    D.  Janitorial and Other Services


                                      17
<PAGE>

        During the Term of this Sublease Sublandlord shall furnish janitorial
services to the Sublease Premises using the same janitorial service providers at
the same frequency time and in the same general manner as is provided to
Sublandlord in connection with the remainder of the Building, and Subtenant
shall pay Subtenant's Proportionate Share of the expense thereof.
Notwithstanding the foregoing, if Sublandlord determines, in Sublandlord's sole
discretion, that it no longer wishes to provide such services for the Sublease
Premises, then Sublandlord may terminate its obligation to provide such
janitorial services to the Sublease Premises upon written notice thereof at
least thirty (30) days in advance, in which case Subtenant shall be required to
provide such janitorial services to the Sublease Premises at Subtenant's sole
expense, and Subtenant shall no longer be required to pay Subtenant's
Proportionate Share of Sublandlord's janitorial services as relates to interior
offices (as distinguished from janitorial services for the common areas for
which Subtenant shall remain responsible for Subtenant's Proportionate Share).
Further, to the extent that Subtenant determines, in Subtenant's sole
discretion, that Subtenant is dissatisfied with the quality of such janitorial
services, or any other services supplied to the Sublease Premises and the entire
Building by a third party vendor hired by Sublandlord which may be terminated
without curtailing the availability of such services to Sublandlord, Subtenant
may terminate such services to the Sublease Premises upon written notice thereof
to Sublandlord at least thirty (30) days in advance, in which event Subtenant
shall thereafter provide such services to the Sublease Premises at Subtenant's
sole expense (using a service provider consented to in advance by Sublandlord,
which consent shall not be unreasonably withheld) and Subtenant's additional
rent obligation shall be appropriately adjusted to reflect the expense savings
to Sublandlord realized by Subtenant's directly providing such services to the
Sublease Premises.

10.  EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE BUILDING AND THE
COMMON AREAS OF THE BUILDING AND THE COMPLEX. Subtenant shall pay to Sublandlord
the Subtenant's Proportionate Share of all expenses of operation, maintenance
and repair of the Building, and the Common Area of the Complex (including the
underground parking garage) and the Building, whether paid or incurred by
Landlord and charged to Sublandlord under the Master Lease, or paid or incurred
directly by Sublandlord, including, but not limited to, license, permit, and
inspection fees; security; utility charges associated with the Common Area,
including the underground parking garage and the exterior plaza, and all
landscaping and lighting (including water and sewer charges); all charges
incurred in the maintenance and replacement of landscaped areas, lakes, parking
lots, sidewalks, driveways; maintenance, repair and replacement of all fixtures
and electrical, mechanical and plumbing systems; structural elements and
exterior surfaces of the Building and any improvements; salaries and employee
benefits of personnel and payroll taxes applicable


                                      18
<PAGE>

thereto; supplies, materials, equipment and tools; the cost of capital
expenditures which have the effect of reducing operating expenses, provided,
however, that in the event Sublandlord or Landlord make such capital
improvements, Sublandlord or Landlord or both shall amortize their investment or
costs in said improvements (together with interest at the Interest Rate on the
unamortized balance) as an operating expense in accordance with generally
accepted accounting practices, provided, that such amortization is not at a rate
greater than the anticipated savings in the operating expenses.

    "Additional Rent" as used herein shall not include Sublandlord's debt
repayments; interest on charges, expenses directly or indirectly incurred by
Sublandlord for the benefit of any other tenant; cost for the installation of
partitioning or any other tenant improvements; cost of attracting tenants;
depreciation; interest; or executive salaries.

11. UTILITIES.

    A.  Intentionally Deleted.

    B.  As Additional Rent and in accordance with Paragraph 4E of this Sublease,
Subtenant shall pay the Subtenant's Proportionate Share of the cost of all
utility charges such as water, gas, electricity, (including HVAC), telephone,
telex and other electronic communications service, if applicable, sewer service,
waste pick-up and any other utilities, materials or services furnished directly
to the Building in which the Sublease Premises are located, including, without
limitation, any temporary or permanent utility surcharge or other exactions
whether now or hereafter imposed.  To the extent any utilities are separately
metered to the Sublease Premises, Subtenant shall bear the entire cost thereof,
and shall pay the charges for the same to Sublandlord, or as directed by
Sublandlord, directly to the utility company or other provider of the service.
To the extent that Subtenant is directly billed for any utility charges,
Subtenant shall not be responsible for any corresponding utility charges billed
for other occupiable office space (as distinguished from Common Areas) in the
Building.

     Sublandlord shall cause to be furnished (except to the extent the last
sentence of Paragraph 5 shall apply to limit Sublandlord's responsibility to the
extent Landlord is responsible for causing to be furnished) to the Sublease
Premises and subject to the Rules and Regulations of the Common Area
hereinbefore referred to, (i) water, gas and electricity suitable for the
permitted use of the Sublease Premises and (ii) between the hours of 8:00 am and
6:00 p.m., Mondays through Fridays (holidays excepted) heat and air-conditioning
required for the comfortable use and occupation of the Sublease Premises for the
uses permitted under this Sublease.  Heat and air-conditioning shall generally
be available to be turned on by Subtenant at such other times or on such other
days as Subtenant may desire.  Subtenant agrees that at all times it will
cooperate fully with Sublandlord and Landlord, and shall abide by all reasonable
regulations and requirements that Sublandlord or Landlord may prescribe for the
proper


                                      19
<PAGE>

functioning and protection of the Building heating, ventilating and air-
conditioning systems.  Whenever heat generating machines, equipment, or any
other devices (including exhaust fans) are used in the Sublease Premises by
Subtenant which affect the temperature maintained by the air-conditioning system
beyond the reasonable handling capacity of the existing system, Landlord or
Sublandlord shall have the right to install, or require Subtenant to install,
supplementary air-conditioning units in the Sublease Premises and the cost of
installation, operation and maintenance thereof, shall be paid by Subtenant to
Sublandlord upon demand by Sublandlord.  If Subtenant uses any apparatus or
device in the Sublease Premises (including, without limitation, electronic data
processing machines or machines using current in excess of 110 Volts) which
increase the amount of electricity, gas, water or air-conditioning consumed in
the Sublease Premises on an average per square foot basis above that which would
be furnished or supplied to any other portion of the Building on an average per
square foot basis for general office use, Sublandlord shall be entitled to
reasonably allocate to Subtenant the cost of any utilities supplied by
Sublandlord to the Building which are disproportionately consumed by Subtenant
provided that Sublandlord shall correspondingly reasonably allocate any similar
disproportionate consumption by any other tenant(s) in the Building to such
other tenant(s).  If Subtenant shall require heating, air-conditioning, water,
gas, or electric current in excess of that usually furnished or supplied to any
similar sized space in the Building, Sublandlord may cause an electric current,
gas or water meter to be installed in the Sublease Premises in order to measure
the amount of electric current, gas or water consumed for any such excess use.
The cost of any such meter and of the installation, maintenance and repair
thereof, all charges for such excess water, gas and electric current consumed
(as shown by such meters and at the rates then charged by the furnishing public
utility); and any additional expense incurred by Sublandlord in keeping account
of electric current, gas, or water so consumed shall be paid by Subtenant, and
Subtenant agrees to pay Sublandlord such amount within ten (10) calendar days
after receipt of a reasonably detailed invoice for the same from Sublandlord.
Sublandlord agrees that if any other occupant of the Building shall require on a
per square foot basis, heating, air-conditioning, water, gas, or electric
current materially in excess of that usually furnished or supplied to the
Sublease Premises on a per square foot basis, and such utilities are not
separately metered for the Sublease Premises, Sublandlord shall in good faith
adjust Subtenant's Proportionate Share of such water, gas or electric bill for
the Building to reflect the allocation to such other occupant of the Building of
the excessive consumption.

     Neither Landlord nor Sublandlord shall be liable for and Subtenant shall
not be entitled to any abatement or reduction of Rent by reason of any
interruption or failure of utility services to the Sublease Premises when such
interruption or failure is caused by accident, breakage, repair, strikes,
lockouts, or other labor disturbances or labor disputes of any nature, or by any
other cause, similar or dissimilar, beyond the reasonable control of Sublandlord
or Landlord.


                                      20
<PAGE>

12. TAXES.

    A.  Real Property Taxes. As Additional Rent and in accordance with Paragraph
4E of this Sublease, Subtenant shall pay to Sublandlord, or if Sublandlord so
directs, directly to Landlord or to the applicable tax collector ("Tax
Collector"), all Real Property Taxes relating to the Sublease Premises accruing
with respect to the Sublease Premises commencing on the Sublease Commencement
Date and throughout the Term. In the event the Sublease Premises leased
hereunder consist of only a portion of the entire tax parcel, Subtenant shall
pay to Sublandlord as they become due, pursuant to statements submitted to
Subtenant by Sublandlord, the Subtenant's Proportionate Share of such Real
Property Taxes for the Building and the Complex. If the tax billing pertains
100% to the Sublease Premises, and Sublandlord chooses to have Subtenant pay
said Real Property Taxes directly to the Tax Collector, then in such event it
shall be the responsibility of Subtenant to obtain the bills and pay, prior to
delinquency, the applicable Real Property Taxes pertaining to the Sublease
Premises, and failure to receive a bill for taxes and/or assessments shall not
provide a basis for cancellation of or non-responsibility for payment of
penalties for nonpayment or late payment by Subtenant. The term "Real Property
Taxes", as used herein, shall mean (i) all taxes, assessments, levies and other
charges of any kind or nature whatsoever, general and special, foreseen and
unforeseen (including all installments of principal and interest required to pay
any general or special assessments for public improvements and any increases
resulting from reassessments caused by any change in ownership of the Complex)
now or hereafter imposed by any governmental or quasi-governmental authority or
special district having the direct or indirect power to tax or levy assessments,
which are levied or assessed against, or with respect to the value, occupancy or
use of, all or any portion of the Complex (as now constructed or as may at any
time hereafter be constructed, altered, or otherwise changed) or Landlord's or
Sublandlord's interest therein; any improvements located within the Complex
(regardless of ownership); the fixtures, equipment and other property of
Landlord or Sublandlord, real or personal, that are an integral part of and
located in the Complex; or parking areas, public utilities, or energy within the
Complex; (ii) all area wide taxes, charges, levies or fees imposed by reason of
environmental regulation or other governmental control, including, but not
limited to, any taxes, charges, levies or fees related to on-site originated
Hazardous Materials contamination caused or contributed to by Subtenant's
Hazardous Materials Activities; and (iii) all costs and fees (including
reasonable attorneys' fees) incurred by Landlord or Sublandlord in reasonably
contesting any Real Property Tax and in negotiating with public authorities as
to any Real Property Tax. If at any time during the Term the taxation or
assessment of the Complex prevailing as of the Sublease Commencement Date shall
be altered so that in lieu of or in addition to any Real Property Tax described
above there shall be levied, assessed or imposed (whether by reason of a change
in the method of taxation or assessment, creation of a new tax or charge, or any
other cause) an alternate or additional tax or charge (i) on the


                                      21
<PAGE>

value, use or occupancy of the Complex or on Landlord's or Sublandlord's
interest therein or (ii) on or measured by the gross receipts, income or rentals
from the Complex, on Landlord's or Sublandlord's business of leasing the
Complex, or computed in any manner with respect to the operation of the Complex,
then any such tax or charge, however designated, shall be included within the
meaning of the term "Real Property Taxes" for purposes of this Sublease. If any
Real Property Tax is based upon property or rents unrelated to the Complex, then
only that part of such Real Property Tax that is fairly allocable to the Complex
shall be included within the meaning of the term "Real Property Taxes."
Notwithstanding the foregoing, the term "Real Property Taxes" shall not include
estate, inheritance, gift or franchise taxes of Landlord or Sublandlord or the
federal or state net income tax imposed on Landlord's or Sublandlord's income
from all sources or penalties incurred as a result of Landlord's or
Sublandlord's negligence, inability or unwillingness to make payments of, and/or
to file any tax or informational returns with respect to any Real Property Taxes
when due.

    B.  Taxes on Subtenant's Property.

         (a)  Subtenant shall be liable for and shall pay five (5) business days
before delinquency, taxes levied against any personal property or trade fixtures
placed by Subtenant in or about the Sublease Premises. If any such taxes on
Subtenant's personal property or trade fixtures are levied against Sublandlord
or Landlord, or Sublandlord's or Landlord's property or if the assessed value of
the Sublease Premises is increased by the inclusion therein of a value placed
upon such personal property or trade fixtures of Subtenant, and if Sublandlord
or Landlord, after written notice to Subtenant, pays the taxes based on such
increased assessment, which Sublandlord shall have the right to do regardless of
the validity thereof, but only under proper protest if requested by Subtenant,
Subtenant shall within ten (10) business days after demand, as the case may be,
repay to Sublandlord or Landlord the taxes so levied against Sublandlord or
Landlord, or the portion of such taxes resulting from such increase in the
assessment; provided that in any such event Subtenant shall have the right, in
the name of Sublandlord and with Sublandlord's full cooperation, but at no cost
or responsibility or liability of any type whatsoever to Sublandlord, to bring
suit in any court of competent jurisdiction to recover the amount of such taxes
on Subtenant's personal property and trade fixtures so paid under protest, and
any net amount so recovered shall belong to Subtenant.

         (b)  If the Subtenant improvements in the Sublease Premises, whether
installed, and/or paid for by Sublandlord or Subtenant and whether or not
affixed to the Building so as to become a part thereof, are assessed for Real
Property Tax purposes at a valuation higher than the valuation at which standard
office improvements in other space in the Complex are assessed, then the Real
Property Taxes levied against Landlord or Sublandlord or the Complex by reason
of such excess assessed valuation shall be deemed to be taxes levied against
personal property of Subtenant and shall be governed by the


                                      22
<PAGE>

provisions of Paragraph 12B(a) above. If the records of the County Assessor are
available and sufficiently detailed to serve as a basis for determining whether
said Subtenant improvements are assessed at a higher valuation that standard
office improvements in other space in the Complex, such records shall be binding
on both the Sublandlord and the Subtenant. If the records of the County Assessor
are not available or sufficiently detailed to serve as a basis for making said
determination, the actual cost of construction shall be used. Sublandlord agrees
to exercise good faith efforts to apply such standards on an equivalent basis to
any other tenants of the Building whose tenant improvements may be assessed for
Real Property Tax purposes at a valuation higher than the valuation at which
standard office improvements in other space in the Complex are assessed.

13.  LIABILITY INSURANCE. Subtenant, at Subtenant's expense, agrees to keep in
force during the Term a policy of commercial general liability insurance with
combined single limit coverage of not less than Five Million Dollars
($5,000,000) (which amount may be obtained through primary or umbrella coverage
or a combination of both) per occurrence for bodily injury and property damage
occurring in, on or about the Sublease Premises, the Building or the Complex,
including parking and landscaped areas. Such insurance shall be primary and
noncontributory as respects any insurance carried by Landlord or Sublandlord
with respect to all or any portion of the Complex, but may be provided under any
blanket policy maintained by Subtenant. The policy or polices effecting such
insurance shall name Sublandlord and Landlord as additional insureds, and shall
insure any liability of Sublandlord and Landlord, contingent or otherwise, as
respects acts or omissions of Subtenant, its agents, employees or invitees or
otherwise arising out of any conduct or transactions of any of said persons in
or about or concerning the Sublease Premises, including any failure of Subtenant
to observe or perform any of its obligations hereunder; shall be issued by an
insurance company admitted to transact business in the State of California; and
shall provide that the insurance effected thereby shall not be canceled, except
upon thirty (30) calendar days' prior written notice to Landlord and
Sublandlord. A certificate of insurance as to said policy shall be delivered to
Sublandlord (and, upon Sublandlord's request, to Landlord). If, during the Term,
in the considered opinion of Landlord's Lender, insurance advisor, or counsel,
the amount of insurance described in this Paragraph 13 is not adequate,
Subtenant agrees to increase said coverage to such reasonable amount as
Landlord's Lender, insurance advisor, or counsel shall deem adequate.

14.  TENANT'S PERSONAL PROPERTY INSURANCE AND WORKMAN'S COMPENSATION INSURANCE.
Subtenant shall maintain a policy or policies of fire and property
damage insurance in "all risk" form with a sprinkler leakage endorsement
insuring the personal property, inventory, trade fixtures, and special equipment
installed and paid for by Subtenant within the Sublease Premises for the


                                      23
<PAGE>

full replacement value thereof. The proceeds from any of such policies shall be
used for the repair or replacement of such items so insured.

     Subtenant shall also maintain a policy or policies of workman's
compensation insurance and any other employee benefit insurance sufficient to
comply with all laws.

15.  REAL PROPERTY INSURANCE. Sublandlord's obligations with regard to real
property insurance shall be limited as provided in the last sentence of
Paragraph 5 above and shall not include any obligation of Sublandlord to carry
such insurance. As Additional Rent and in accordance with provisions of
Paragraph 4E of this Sublease, Subtenant shall pay to Sublandlord (or
Sublandlord's agent if so directed in writing by Sublandlord), the Subtenant's
Proportionate Share of (i) the deductibles (as provided in such insurance
policies to the extent allocable to damage occurring to the Building or the
Common Area and subject to the provisions of Paragraph 25) on insurance claims
and (ii) the annual cost of the policy or policies of insurance covering loss or
damage to the Sublease Premises, Building and Complex (excluding routine
maintenance and repairs and incidental damage or destruction caused by accidents
or vandalism for which Subtenant may be responsible under Paragraph 9) in the
amount of the full replacement value thereof, providing protection against those
perils included within the classification of "all risks" insurance and flood
and/or earthquake insurance, if available, plus a policy of rental income
insurance in the amount of one hundred (100%) percent of twelve (12) months' (i)
Basic Rent and (ii) Additional Rent (collectively "Insurance Cost"). Subtenant
understands that (i) the annual Insurance Cost is subject to change each year
(or more frequently if new policies are added or existing policies are
replaced), and (ii) Subtenant shall be responsible for paying the Subtenant's
Proportionate Share for the Complex and the Building of said total Insurance
Cost, including any such increased rates relating thereto as a result of any
Excess Insurance Cost (as defined below) resulting from Subtenant's particular
use of the Sublease Premises or Complex. If the Insurance Cost increases due to
Subtenant's particular use and/or some other Subtenant's particular use of the
Sublease Premises or Complex ("Excess Insurance Cost"), (i) Subtenant shall be
obligated to pay one hundred percent (100%) of said Excess Insurance Cost
related to Subtenant's particular use, (ii) Subtenant shall not be obligated to
pay any portion of said Excess Insurance Cost related to some other tenant's
particular use, and (iii) Subtenant shall be obligated to pay Subtenant's
Proportionate Share of the total Insurance Cost (excluding any Excess Insurance
Cost to be paid by Subtenant or any other tenant(s) pursuant to clauses (i) or
(ii) above. Sublandlord agrees to exercise good faith efforts to apply such
standards on an equivalent basis to any other tenants of the Complex whose use
causes the total Insurance Cost to be disproportionately increased. Except as
otherwise expressly provided in this Sublease, Subtenant shall have no interest
in nor any right to the


                                      24
<PAGE>

proceeds of any insurance procured by Sublandlord or Landlord for the Sublease
Premises or the Complex.

     Sublandlord and Subtenant do each hereby release each other and Landlord,
to the extent of Subtenant's insurance coverage and any insurance coverage of
Landlord or Sublandlord, from any liability for loss or damage caused by fire or
any of the extended coverage casualties included in the releasing party's
insurance policies, irrespective of the cause of such fire or casualty;
provided, however, that if the insurance policy of either releasing Party
prohibits such waiver, then this waiver shall not take effect until consent to
such waiver is obtained.  If such waiver is so prohibited, the insured Party
affected shall promptly notify the other Party thereof.

16.  INDEMNIFICATION.  Neither Landlord nor Sublandlord shall be liable to
Subtenant and Subtenant hereby waives all claims against Landlord or Sublandlord
for any injury to or death of any person or damage to or destruction of property
in or about the Sublease Premises by or from any cause whatsoever, including,
without limitation, gas, fire, oil electricity or leakage of any character from
the roof, walls, basement or other portion of the Sublease Premises except to
the extent that the same results primarily from the willful misconduct or active
negligence of Landlord or Sublandlord (and in such case, the exception to such
limitation or liability shall apply only to such party to whom such willful
misconduct or active negligence is attributable), or Landlord's or Sublandlord's
(as applicable) agents, servants, employees, invitees or contractors of which
negligence Sublandlord or Landlord (as applicable) has knowledge and reasonable
time to correct. Except as to injury to persons or damage to property to the
extent arising from the willful misconduct or the active negligence of
Sublandlord or Landlord, their respective agents, servants, employees, invitees,
or contractors (as applicable), Subtenant shall hold Sublandlord and Landlord
harmless from and defend Sublandlord and Landlord against any and all expenses,
including reasonable attorneys' fees, in connection therewith, arising out of
any injury to or death of any person or damage to or destruction of property
occurring in, on or about the Sublease Premises, or any part thereof, from any
cause whatsoever, occurring during the Term.

17.  COMPLIANCE.  Subtenant, at its sole cost and expense, shall promptly comply
with all laws, statutes, ordinances and governmental rules, regulations or
requirements now or hereafter in effect relating to the Sublease Premises; with
the requirements of any board of fire underwriters or other similar body now or
hereafter constituted; and with any direction or occupancy certificate issued
pursuant to law by any public officer; provided, however, that no such failure
shall be deemed a breach of the provisions of this Sublease if Subtenant,
immediately upon notification, commences to remedy or rectify said failure. The
judgment of any court of competent jurisdiction or the admission of Subtenant in
any action against


                                      25
<PAGE>

Subtenant, whether either Landlord or Sublandlord be a party thereto or not,
that Subtenant has violated any such law, statute, ordinance or governmental
rule, regulation, requirement, direction or provision, shall be conclusive of
that fact as between Sublandlord and Subtenant. Subtenant shall, at its sole
cost and expense, comply with any and all requirements pertaining to said
Sublease Premises, of any insurance organization or company, necessary for the
maintenance of reasonable fire and public liability insurance covering the
Sublease Premises.

18.  LIENS.  Subtenant shall keep the Sublease Premises and the Complex free
from any liens arising out of any work performed, materials furnished or
obligations incurred by Subtenant. In the event that Subtenant shall not, within
eight (8) calendar days following notice of the imposition of any such lien,
cause the same to be released of record, Landlord and Sublandlord shall have, in
addition to all other remedies provided herein and by law, the right, but not
the obligation, to cause the same to be released by such means as it shall deem
proper or as required by the Landlord under the Master Lease, including payment
of the claim giving rise to such lien. All sums paid by Landlord or Sublandlord
or both for such purpose, and all expenses incurred by them in connection
therewith, shall be payable to Sublandlord by Subtenant on demand with interest
at the Bank of America Prime Rate (or equivalent thereof) of interest plus five
percent (5%) per annum, but in no event greater then the maximum rate of
interest permitted by applicable law. Notwithstanding anything to the contrary
in this Paragraph 18, Subtenant shall have the right to provide Sublandlord with
a bond in the amount of the Lien in a form satisfactory to Sublandlord and to
contest the Lien, in which event Sublandlord shall not be entitled to pay or
discharge the Lien, provided the Lien is removed within sixty (60) calendar days
from the date the Lien is filed.

19. ASSIGNMENT AND SUBLETTING.

    A.  Intentionally Deleted.

    B.  Except as otherwise expressly provided in Paragraphs D, E and F below,
Subtenant shall not assign, transfer, or hypothecate the leasehold estate under
this Sublease, or any interest therein, and shall not sub-sublet the Sublease
Premises, or any part thereof, or any right or privilege appurtenant thereto, or
suffer any other person or entity to occupy or use the Sublease Premises, or any
portion thereof, without, in each case, the prior written consent of Sublandlord
which consent may be withheld in Sublandlord's sole discretion (and will be
further subject to obtaining Landlord's written consent to the extent required
under the Master Lease).  Whether or not the consent of Sublandlord is required
to any assignment, transfer, or sub-subletting Subtenant is required to pay when
received to Sublandlord, as Additional Rent, one hundred percent (100%) of all
excess rents and/or additional consideration (including any Management Fee) as
and when collected by Subtenant from its assignees, transferees, or sub-
subtenants


                                      26
<PAGE>

to the extent in excess of the Rent payable by Subtenant to Sublandlord as
allocable to the portion of the Sublease Premises being sub-subleased or
assigned (collectively "Excess Rent", with Excess Rent to be calculated after
deducting any Additional Rent or other payments or expenses being reasonably
incurred by Subtenant under this Sublease or any items of additional rent
payable by any sub-subtenants under any sub-sublease (and if a gross sub-
sublease, after deducting the reasonable cost of such additional rent items to
the extent included in the base rent under any such sub-sublease), including by
way of example, any payments by Subtenant or any sub-subtenants relating to
utility services, janitorial services, security services and the costs of taxes,
insurance, maintenance and repair); provided, however, that before paying to
Sublandlord the remainder of such Excess Rent, Subtenant shall first be entitled
to recover from such Excess Rent the amount of any reasonable leasing
commissions (not to exceed $100,000 as to any transaction) paid by Subtenant to
third parties not affiliated with Subtenant, which leasing commission shall be
amortized on a straight line basis (without interest) over the stated term of
the sub-subletting and deducted on such amortized basis from the respective
installments of Excess Rent otherwise payable to Sublandlord. Subtenant shall,
by not less than twenty (20) calendar days written notice, advise Sublandlord of
its intent to assign or transfer Subtenant's interest in the Sublease or to sub-
sublet the Sublease Premises or any portion thereof for all or any part of the
Term. Within twenty (20) calendar days after receipt of said written notice,
Sublandlord may, by giving written notice to Subtenant of its election (i) as to
an assignment, elect to terminate this Sublease and (ii) as to a proposed sub-
sublease, elect to terminate this Sublease as to the portion of the Sublease
Premises so proposed to be sub-subleased, with such termination to be effective
as of the later of the date specified in Subtenant's notice for such proposed
assignment or sub-sublease to take effect or the date by which Sublandlord is
required to respond under this provision as to granting or withholding its
consent. Sublandlord shall respond to any request for its consent to any
assignment or sub-sublease within thirty (30) calendar days following written
request therefore. In the event any proposed assignment or sub-sublease is
approved by Sublandlord, no such permitted assignee or sub-sublessee shall
assign or transfer this Sublease, either in whole or in part, or sub-sublet the
whole or any part of the Sublease Premises, without also having obtained the
prior written consent of Sublandlord unless such consent is not required
pursuant to the provisions of Paragraphs D, E or F below (and will be further
subject to obtaining Landlord's written consent to the extent required under the
Master Lease). A consent of Sublandlord to one assignment, transfer,
hypothecation, sub-subletting, occupation or use by any other person shall not
release Subtenant from any of Subtenant's obligations hereunder or be deemed to
be a consent to any subsequent similar or dissimilar assignment, transfer,
hypothecation, sub-subletting, occupation or use by any other person. Any such
assignment, transfer, hypothecation, sub-subletting, occupation or use without
such consent shall be void and shall constitute a breach of this Sublease by
Subtenant. Except as otherwise expressly


                                      27
<PAGE>

provided to the contrary in this Sublease, the leasehold estate under this
Sublease shall not, nor shall any interest therein, be assignable for any
purpose by operation of law without the written consent of Sublandlord. As a
condition to its consent, Sublandlord shall require Subtenant to pay all
reasonable expenses incurred by Sublandlord or Landlord or both in connection
with the assignment or sub-subletting, and Sublandlord shall require Subtenant's
assignee or transferee to assume in writing all of the obligations under this
Sublease thereafter accruing and for Subtenant to remain liable to Sublandlord
under the Sublease. Any sub-subtenant from Subtenant shall only have the right
to enter into a sub-sublease with Sublandlord's and Landlord's written approval.

    C.  Notwithstanding the approval standard set forth in Paragraph B above,
Sublandlord agrees that it shall not unreasonably withheld its consent to any
proposed sub-sublease by Subtenant of a full floor (but not a partial floor) of
the Sublease Premises to any third party otherwise reasonably acceptable to
Sublandlord pursuant to a form of sub-sublease otherwise reasonably acceptable
to Sublandlord, but (i) such does not affect the requirement to also obtain the
prior consent of Landlord to the extent required by the provisions of the Master
Lease and (ii) Sublandlord shall also have the termination right as to the
Sublease with respect to the portion of the Sublease Premises proposed to be so
sub-subleased as provided in Paragraph B above.

    D.  Conditioned upon Sublandlord being provided by Subtenant with ten days
prior written notice of each such sub-subletting together with a copy of the
sub-sublease, Subtenant may, without the need for the prior written consent of
Sublandlord to such sub-subletting, on up to five (5) occasions during the Term
of this Sublease (but with never more than two such sub-sublettings being in
effect concurrently), sub-sublet a portion of the Sublease Premises to any
affiliate of Subtenant or to a company with which Subtenant has a material
business relationship (an "Affiliate"). Any such sub-subletting to an Affiliate
shall otherwise be on all of the terms and conditions of this Sublease,
including the obligation to obtain any required consent of Landlord thereto and
the obligation to pay to Sublandlord any Excess Rent, except that Sublandlord's
right of recapture as set forth in Paragraph B above shall not apply.

    E.  Conditioned upon Sublandlord being provided by Subtenant with ten days
prior written notice of any such allowed co-occupancy, the requirement for
Sublandlord's prior written consent is waived by Sublandlord as to Subtenant
allowing up to ten thousand (10,000) square feet of space in the Sublease
Premises to be shared with third parties with whom Subtenant has a business
relationship ("Strategic Parties"), provided that: (a) no sub-sublease is
executed and no rent is paid in connection with such use; (b) no additional
partitioning or demising walls are to be built in connection with such use; and
(c) such use of the Sublease Premises by such Strategic Parties shall not
significantly increase the foot traffic or wear and tear on the Sublease
Premises.


                                      28
<PAGE>

    F.  Conditioned upon Sublandlord being provided by Subtenant with ten days
prior written notice of any such proposed assignment and reasonably appropriate
information as to the financial condition of the contemplated assignee, the
requirement for Sublandlord's prior written consent is waived by Sublandlord as
to Subtenant assigning this Sublease to any entity into which Subtenant is
merging or which entity will be acquiring all or substantially all of the assets
of Subtenant (a "Permitted Successor"), provided that such Permitted Successor
will have a net worth immediately thereafter equal to or greater than $43
million.

    G.  Any assignment of this Sublease to a Permitted Successor, a sub-
subletting of a portion of the Sublease Premises to an Affiliate or the use of a
permitted portion of the Sublease Premises by a Strategic Party in compliance
with the terms and conditions of this Sublease is herein referred to
collectively as a "Permitted Transfer".

20.  SUBORDINATION AND MORTGAGES.

    A.  In the event Landlord's or Sublandlord's title or leasehold interest is
hereafter encumbered by a deed of trust upon the interest of Landlord or
Sublandlord in the land and buildings upon which the Sublease Premises are
located, to secure a loan from a lender (hereinafter referred to as "Lender") to
Landlord or Sublandlord, Subtenant shall, at the request of Landlord,
Sublandlord or Lender, execute in writing an agreement (in form reasonably
acceptable to Lender), subordinating its rights under this Sublease (subject to
customary nondisturbance protection in favor of Subtenant) to the lien of such
deed of trust, or, if so requested, agreeing that the lien of Lender's deed of
trust shall be or remain subject and subordinate to the rights of Subtenant
under this Sublease. Notwithstanding any such subordination, Subtenant's
possession under this Sublease shall not be disturbed if Subtenant is not in
default beyond any applicable cure period and so long as Subtenant shall pay all
Rent and observe and perform all of the provisions set forth in this Sublease,
and any subordination agreement shall reflect the agreement of the Lender to the
same and the Lender's agreement upon any foreclosure to recognize this Sublease.

    B.  Subtenant hereby agrees that Subtenant shall not encumber or pledge (in
any manner whatsoever) its leasehold interest in the Sublease Premises,
including the Interior Improvements and/or Subtenant's equipment.

21.  ENTRY BY LANDLORD.  Sublandlord reserves for itself and for Landlord, and
shall at all reasonable times after at least twenty four (24) hours notice
(except in emergencies or in case Landlord exercises its right of entry under
the Master Lease) have, together with Landlord, the right to enter the Sublease
Premises to inspect them; to perform any services to be provided by Landlord or
Sublandlord hereunder; to make repairs or provide any services to a contiguous
tenant(s) (if any); to submit the


                                      29
<PAGE>

Sublease Premises to prospective purchasers, mortgagees or tenants; to post
notices of non-responsibility; and to alter, improve or repair the Sublease
Premises or other parts of the Building and any portion of the Complex, all
without abatement of Rent, and may erect scaffolding and other necessary
structures in or through the Sublease Premises where reasonably required by the
character of the work to be performed; provided, however that the business of
Subtenant shall be interfered with to the least extent that is reasonably
practical. Any entry to the Sublease Premises by Landlord or Sublandlord for the
purposes provided for herein shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into or a detainer of the Sublease
Premises or an eviction, actual or constructive, of Subtenant from the Sublease
Premises or any portion thereof.

22. BANKRUPTCY AND DEFAULT.

    A.  Default:  The commencement of a bankruptcy action or liquidation action
or reorganization in bankruptcy action or insolvency action or an assignment of
or by Subtenant for the benefit of creditors, or any similar action undertaken
by Subtenant, or the insolvency of Subtenant, shall, at Sublandlord's option,
constitute a breach of this Sublease by Subtenant. If the trustee or receiver
appointed to serve during a bankruptcy, liquidation, reorganization, insolvency
or similar action elects to reject Subtenant's unexpired Sublease, the trustee
or receiver shall notify Sublandlord in writing of its election within thirty
(30) calendar days after any order for relief in any liquidation action or
within thirty (30) calendar days after the commencement of any action.

         Within thirty (30) calendar days after the court approval of the
assumption of this Sublease, the trustee or receiver shall cure (or provide
adequate assurance to the reasonable satisfaction of Sublandlord that the
trustee or receiver shall cure) any and all previous defaults under the
unexpired Sublease and shall compensate Sublandlord for all actual pecuniary
loss and shall provide adequate assurance of future performance under said
Sublease to the reasonable satisfaction of Sublandlord.  Adequate assurance of
future performance, as used herein, includes, but shall not be limited to:  (i)
assurance of source and payment of Rent, and other consideration due under this
Sublease; and (ii) assurance that the assumption or assignment of this Sublease
will not breach any provision in any agreement relating to the above described
Sublease Premises.

         Nothing contained in this Paragraph shall affect the exercising of any
right of Sublandlord to refuse to accept an assignment upon commencement or in
connection with a bankruptcy, liquidation, reorganization or insolvency action
or an assignment of Subtenant for the benefit of creditors or other similar act.
Nothing contained in this Sublease shall be construed as giving or granting or
creating an equity in the Sublease Premises to Subtenant.  In no event shall the
leasehold estate under this Sublease, or any interest therein, be assigned by
voluntary or involuntary bankruptcy proceeding without


                                      30
<PAGE>

the prior written consent of Sublandlord and, if required by the provisions of
the Master Lease, Landlord. In no event shall this Sublease or any rights or
privileges hereunder be an asset of Subtenant under any bankruptcy, insolvency
or reorganization proceedings.

         The failure of Subtenant to perform or honor any covenant, condition
or representation made under this Sublease shall constitute a default hereunder
by Subtenant upon expiration of the appropriate grace period hereinafter
provided.  Subtenant shall have a period of five (5) calendar days following the
date of written notice from Sublandlord within which to cure any default in the
payment of Rent when otherwise due hereunder.  Subtenant shall have a period of
fifteen (15) calendar days following the date of written notice from Sublandlord
within which to cure any other default by Subtenant under this Sublease;
provided, however, that if the nature of Subtenant's failure is such that more
than fifteen (15) calendar days is reasonably required to cure the same,
Subtenant shall not be in default so long as Subtenant commences performance
within such fifteen (15) calendar day period and thereafter prosecutes the same
to completion, provided that in no event shall the cure period of Subtenant
hereunder exceed the respective cure period afforded to Sublandlord under the
Master Lease.  Upon an uncured default of this Sublease by Subtenant,
Sublandlord shall have the following rights and remedies in addition to any
other rights or remedies available to Sublandlord at law or in equity:

         (a)  The rights and remedies provided for by California Civil Code
Section 1951.2 including but not limited to, recovery of the worth at the time
of award of the amount by which the unpaid Rent for the balance of the Term
after the time of award exceeds the amount of rental loss for the same period
that Subtenant proves could be reasonably avoided, as computed pursuant to
subsection (b) of said Section 1951.2.

         (b)  The rights and remedies provided by California Civil Code Section
1951.4 which allows Sublandlord to continue the Sublease in effect and to
enforce all of its rights and remedies under this Sublease, including the right
to recover Rent as it becomes due, for so long as Sublandlord does not terminate
Subtenant's right to possession; acts of maintenance or preservation, efforts to
relet the Sublease Premises, or the appointment of a receiver upon Sublandlord's
initiative to protect its interest under this Sublease shall not constitute a
termination of Subtenant's right to possession.

         (c)  The right to terminate this Sublease by giving notice to Subtenant
in accordance with applicable law.

         (d)  To the extent provided by law, the right and power to enter the
Sublease Premises and remove therefrom all persons and property, to store such
property in a public warehouse or elsewhere at the cost of and for the account
of Subtenant, and to sell such property and apply such proceeds therefrom
pursuant to applicable California law. Sublandlord may from time to time sublet
the Sublease Premises or any part thereof for such term or terms (which may
extend beyond the Term) and at such


                                      31
<PAGE>

Rent and such other terms as Sublandlord in its reasonable sole discretion may
deem advisable, with the right to make alterations and repairs to the Sublease
Premises. Upon each subletting, (i) Subtenant shall be immediately liable to pay
Sublandlord, in addition to any other indebtedness other than Rent due from
Subtenant to Sublandlord hereunder, the reasonable cost of such subletting (to
the extent allocable to the remaining Term), including, but not limited to,
reasonable attorneys' fees, and any real estate commissions actually paid, and
the cost of such reasonable alterations and repairs incurred by Sublandlord and
the amount, if any, by which the Rent hereunder allocable to the subleased
premises for the period of such subletting (to the extent such period does not
exceed the Term) exceeds the amount to be paid as Rent by the subtenant for the
subleased premises for such period or (ii) at the option of Sublandlord, rents
received from such subletting shall be applied first to payment of indebtedness
other than Rent due hereunder from Subtenant to Sublandlord; second, to the
payment of any costs of such subletting and of such alterations and repairs;
third, to payment of Rent due and unpaid hereunder; and the residue, if any,
shall be held by Sublandlord and applied in payment of future Rent as the same
becomes due hereunder. If Subtenant has been credited with any Rent to be
received by such subletting under option (i) and such Rent shall not be promptly
paid to Sublandlord by the subtenant(s), or if such rentals received from such
subletting under option (ii) during any month be less than that to be paid
during the month by Subtenant hereunder, Subtenant shall pay any such deficiency
to Sublandlord. Such deficiency shall be calculated and paid monthly. No taking
possession of the Sublease Premises by Sublandlord shall be construed as an
election on its part to terminate this Sublease unless a written notice of such
intention be given to Subtenant. Notwithstanding any such subletting without
termination, Sublandlord may at any time thereafter elect to terminate this
Sublease for such then uncured previous default.

         (e)  The right to have a receiver appointed for Subtenant upon
application by Sublandlord in accordance with applicable laws, to take
possession of the Sublease Premises and to apply any rental collected from the
Sublease Premises and to exercise all other rights and remedies granted to
Sublandlord pursuant to this Paragraph 22.

    B.  Intentionally Deleted.

23.  ABANDONMENT.  Subtenant shall not vacate or abandon the Sublease Premises
at any time during the Term (except that Subtenant may vacate so long as it pays
Rent, provides a security service to check the Sublease Premises during normal
business hours from Monday to Friday, and otherwise performs its obligations
hereunder) and if Subtenant shall abandon, vacate or surrender said Sublease
Premises, or be dispossessed by the process of law, or otherwise, any personal
property belonging to Subtenant and left on the Sublease Premises shall be
deemed to be abandoned, at the option of Sublandlord.


                                      32
<PAGE>

24. HAZARDOUS MATERIALS. Sublandlord and Subtenant agree as follows with
respect to the existence or use of "Hazardous Materials" (as defined herein) on,
in, under or about the Sublease Premises and the real property located beneath
said Sublease Premises and the Common Area (hereinafter collectively referred to
as the "Property"):

    A.  As used herein, the term "Hazardous Materials" shall mean any material,
waste, chemical, mixture or byproduct which is or hereafter is defined, listed
or designated under Environmental Laws (defined below) as a pollutant, or as a
contaminant, or as a toxic or hazardous substance, waste or material, or any
other hazardous, toxic, biohazardous, or radioactive material, waste, chemical,
mixture or byproduct, or which is listed, regulated or restricted by any
Environmental Law (including, without limitation, petroleum hydrocarbons or any
distillates or derivatives or fractions thereof, polychlorinated biphenyls, or
asbestos).  As used herein, the term "Environmental Laws" shall mean any
applicable Federal, State of California or local government law (including
common law), statute, regulation, rule, ordinance, permit, license, order,
requirement, agreement, or approval, or any determination, judgment, directive,
or order of any executive or judicial authority at any level of Federal, State
of California or local government (whether now existing or subsequently adopted
or promulgated) relating to pollution or the protection of the environment,
ecology, natural resources, or public health and safety.

    B.  Subtenant shall obtain Sublandlord's written consent, which may be
withheld in Sublandlord's sole discretion (and shall be additionally subject to
Landlord's right of review and consent under the Master Lease), prior to the
occurrence of any Subtenant's Hazardous Materials Activities (defined below);
provided, however, that Sublandlord's consent shall not be required for normal
use in compliance with applicable Environmental Laws of customary cleaning,
household and office supplies, such as mild cleaners and other common janitorial
supplies, lubricants and copier toner and personal use items, such as cigarettes
and/or medicines. As used herein, the term "Subtenant's Hazardous Materials
Activities" shall mean any and all use, handling, generation, storage, disposal,
treatment, transportation, discharge, or emission of any Hazardous Materials on,
in, beneath, to, from, at or about the Property, in connection with Subtenant's
use of the Property, or by Subtenant or by any of Subtenant's agents, employees,
contractors, vendors, invitees, visitors or its future subtenants or assignees.
Subtenant agrees that any and all Subtenant's Hazardous Materials Activities
shall be conducted in strict, full compliance with applicable Environmental Laws
at Subtenant's expense, and shall not result in any contamination of the
Property or the environment. Subtenant agrees to provide Sublandlord with prompt
written notice of any spill or release of Hazardous Materials at the Sublease
Premises during the term of the Sublease of which Subtenant becomes aware (and
of any spill or release of Hazardous Materials anywhere at the Property if the
spill or release is caused by Subtenant or by any of Subtenant's agents,
employees, contractors, vendors, invitees, visitors or its future subtenants or
assignees), and further agrees to provide


                                      33
<PAGE>

Sublandlord with prompt written notice of any material violation of
Environmental Laws in connection with Subtenant's Hazardous Materials Activities
of which Subtenant becomes aware. If Subtenant's Hazardous Materials Activities
involve Hazardous Materials other than normal use of customary cleaning,
household and office supplies and personal use items, Subtenant also agrees at
Subtenant's expense: (i) to install such Hazardous Materials monitoring, storage
and containment devices as required by the governing agencies associated with
any Subtenant's Hazardous Materials Activities or otherwise specifically
required by any governing agency of Subtenant; (ii) provide Sublandlord with a
written inventory of such Hazardous Materials (other than customary cleaning,
household and office supplies and personal use items), including an update of
same each year upon the anniversary date of the Sublease Commencement Date
("Anniversary Date"); and (iii) on each Anniversary Date, retain a qualified
environmental consultant, reasonably acceptable to Sublandlord, to evaluate
whether Subtenant is in compliance with all applicable Environmental Laws with
respect to Subtenant's Hazardous Materials Activities (with Subtenant, at its
expense, to submit to Sublandlord a report from such environmental consultant
which discusses the environmental consultant's findings within two (2) months
following the respective Anniversary Date). Subtenant, at its expense, shall
promptly undertake and complete any and all steps necessary, and in full
compliance with applicable Environmental Laws, to fully correct any and all
problems or deficiencies identified by the environmental consultant relating to
Subtenant's Hazardous Materials Activities, and promptly provide Sublandlord
with documentation of all such corrections.

     C.  Prior to termination or expiration of the Sublease, Subtenant, at its
expense, shall (i) properly remove from the Property all Hazardous Materials
which came to be located at the Property as a result of Subtenant's Hazardous
Materials Activities, and (ii) fully comply with and complete all facility
closure requirements of applicable Environmental Laws regarding Subtenant's
Hazardous Materials Activities, including but not limited to (x) properly
restoring and repairing the Property to the extent damaged by such closure
activities, and (y) if applicable, obtaining from the local Fire Department or
other appropriate governmental authority with jurisdiction a written concurrence
that closure has been completed in compliance with applicable Environmental
Laws.  Subtenant shall promptly provide Sublandlord with copies of all claims,
notices, work plans, data and reports prepared, received or submitted in
connection with any such closure activities.

    D.  If either Landlord or Sublandlord, in its reasonable discretion,
believes that the Property has become contaminated as a result of Subtenant's
Hazardous Materials Activities, either Sublandlord or Landlord or both, in
addition to any other rights they may have under the Master Lease, this Sublease
or under Environmental Laws or other laws, may enter upon the Property and
conduct inspection, sampling and analysis, including but not limited to
obtaining and analyzing samples of soil and groundwater, for the purpose of
determining the nature and extent of such contamination. Subtenant shall
promptly


                                      34
<PAGE>

reimburse Landlord or Sublandlord or both (as applicable) for the costs
of such an investigation, including but not limited to reasonable attorneys'
fees, Landlord, or Sublandlord or both, incur with respect to any such
investigation that discloses Hazardous Materials contamination for which
Subtenant is liable under this Sublease. Subtenant shall not perform any
invasive sampling, testing, or drilling to identify the presence of any
Hazardous Materials at the Property without Sublandlord's prior written consent
and also obtaining any Landlord's consent required under the Master Lease.
Subtenant shall promptly provide Sublandlord with copies of any claims, notices,
work plans, data and reports prepared, received or submitted in connection with
any sampling, testing or drilling performed pursuant to the preceding sentence.

    E.  Subtenant shall indemnify, defend (with legal counsel acceptable to
Sublandlord or Landlord or both, as applicable, whose consent to counsel shall
not unreasonably be withheld by Sublandlord, subject to Landlord's consent
rights under the Master Lease) and hold harmless Sublandlord and Landlord, their
employees, assigns, successors, members, and agents from and against any and all
claims (including, but not limited to, third party claims from a private party
or a government authority), liabilities, obligations, losses, causes of action,
demands, governmental proceedings or directives, fines, penalties, expenses,
costs (including but not limited to reasonable attorneys', consultants' and
other experts' fees and costs), and damages, which arise from or relate to:  (i)
Subtenant's Hazardous Materials Activities; (ii) any Hazardous Materials
contamination caused by Subtenant prior to the Sublease Commencement Date; or
(iii) the breach of any obligation of Subtenant under this Paragraph 24
(collectively, "Subtenant's Environmental Indemnification").  Subtenant's
Environmental Indemnification shall include but is not limited to the obligation
to promptly and fully reimburse Sublandlord and Landlord (as applicable) for
losses in or reductions to rental income, and diminution in fair market value of
the Property caused by or resulting from any such indemnified matter.
Subtenant's Environmental Indemnification shall further include but is not
limited to the obligation to diligently and properly implement to completion, at
Subtenant's expense, any and all environmental investigation, removal,
remediation, monitoring, reporting, closure activities, or other environmental
response action (collectively, "Response Actions") associated with any such
indemnified matter.  Subtenant shall promptly provide Sublandlord (and, if
requested by Sublandlord, Landlord) with copies of any claims, notices, work
plans, data and reports prepared, received or submitted in connection with any
Response Actions.

    F.  It is agreed that the Subtenant's responsibilities related to Hazardous
Materials will survive the expiration or termination of this Sublease and that
Landlord or Sublandlord or both may obtain specific performance of Subtenant's
responsibilities under this Paragraph 24.  It is further acknowledged by the
Parties that Exhibit E to the Master Lease reflects certain Hazardous Materials
that Sublandlord


                                      35
<PAGE>

and its environmental consultants, during their earlier analysis, inspection and
testing of the Complex and certain adjacent property, determined existed on or
about the Complex ("Existing Contamination"). The Parties agree that
notwithstanding anything to the contrary in this Sublease, Subtenant's
Environmental Indemnification shall not extend to, and Subtenant shall have no
responsibility, liability or indemnification obligation to Landlord or
Sublandlord under this Sublease or at law for, any Hazardous Materials present
in, on, under or about the Complex or any adjacent property as of the date of
this Sublease Agreement or for any Hazardous Materials in groundwater that may
hereafter migrate to or under the Complex, including any such Existing
Contamination (including, but not limited to, in the event of any release of any
such Existing Contamination or any migration of any such Existing Contamination
onto or off of the Complex), except to the extent, and then only to the extent,
to which Subtenant may contribute to any such Existing Contamination or may
cause any such Existing Contamination to be released or migrate.

25.  DESTRUCTION. In the event the Sublease Premises and/or Common Area is
destroyed in whole or in part from any cause, except for routine maintenance and
repairs and incidental damage and from destruction caused from vandalism and
accidents for which Subtenant is responsible under Paragraph 9, neither
Sublandlord nor Subtenant shall have the right to terminate this Sublease except
upon the occurrence of limited circumstances provided hereinbelow, and
Sublandlord shall be obligated to rebuild or restore the Sublease Premises
and/or Common Area so damaged or destroyed to its condition prior to the damage
or destruction at Sublandlord's sole cost and expense, with the exception that
Subtenant shall be solely responsible for all or such portion of the deductible
amount of any insurance coverage as is then reasonably allocable to the
rebuilding or restoration of the Sublease Premises under the insurance policies
then being carried by Sublandlord pursuant to Paragraph 15 hereof. In the event
any other portion of the Complex is damaged or destroyed (such as either of the
other two buildings in the Complex), Sublandlord shall not be obligated
hereunder to rebuild or restore the same, but shall be obligated to cause such
other portion of the Complex to be restored to a safe and aesthetically pleasing
condition.

     Subtenant shall be entitled to a reduction in Rent after the occurrence of
such damage and while such rebuilding or restoration is being made in the
proportion that the area of the Sublease Premises rendered untenantable by such
damage or destruction bears to the total area of the Sublease Premises.
Sublandlord shall within thirty (30) days after the occurrence of such damage or
destruction, provide Subtenant with Sublandlord's (or Landlord's) contractor's
estimate of the time required to complete the rebuilding or restoration of the
Sublease Premises or the Common Area.  If it is reasonably estimated by
Sublandlord's (or Landlord's) contractor that the rebuilding or restoration will
exceed four (4) months following the date of the occurrence of such damage or
destruction, then either Sublandlord or Subtenant


                                      36
<PAGE>

shall have the right to terminate this Sublease by giving written notice to the
other within fifteen (15) days following receipt of Sublandlord's estimated time
to rebuild or restore the Sublease Premises and/or the Common Area.
Notwithstanding anything herein to the contrary, Sublandlord's obligation to
rebuild or restore the Sublease Premises shall be limited to the Tenant
Improvements as described in the plans listed in Exhibit C and shall expressly
                                                 ---------
exclude any restoration of (i) any alterations or additions made by Subtenant to
the Sublease Premises or (ii) any Subtenant's trade fixtures, equipment,
inventory or merchandise, the responsibility for which shall be upon Subtenant.

    Notwithstanding the foregoing, (a) in the event that all or any portion of
the Sublease Premises and/or the Common Area is damaged or destroyed within the
final six (6) months of the Term of this Sublease to such an extent that
Subtenant cannot reasonably use the Sublease Premises for its intended purpose,
then either Sublandlord or Subtenant shall have the right to terminate this
Sublease, to be exercised by written notice to the other, delivered, if at all,
within thirty (30) days following the date of such damage or destruction.

    If Sublandlord elects to terminate this Sublease as provided herein versus
rebuilding and/or restoring said damage or destruction as provided for herein,
Subtenant shall not be liable for paying any insurance deductible related to the
repair of such damage or destruction provided Subtenant did not cause such
damage or destruction; if Subtenant elects to terminate this Sublease as
provided herein, Subtenant shall be obligated to pay any insurance deductible
related to the repair of the Sublease Premises; and if this Sublease is not
terminated, Subtenant shall be obligated to pay any insurance deductible related
to the repair of the Sublease Premises.

    Unless this Sublease is terminated pursuant to the foregoing provisions,
this Sublease shall remain in full force and effect.  The Parties hereby
expressly waive the provisions of Section 1932, Subdivision 2, and Section 1933,
Subdivision 4 of the California Civil Code.

    In the event Landlord rather than Sublandlord is obligated to repair any
particular damage or destruction under the provisions of the Master Lease, then
Sublandlord's obligation as to repairing such damage or destruction shall be
limited as provided under the last sentence of Paragraph 5.

26.  EMINENT DOMAIN.  If all or any part of the Sublease Premises shall be taken
by any public or quasi-public authority under the power of eminent domain or
conveyance in lieu thereof, this Sublease shall terminate as to any portion of
the Sublease Premises so taken or conveyed on the date when title vests in the
condemner, Landlord and Sublandlord shall be entitled to any and all payment,
income, rent, award, or any interest therein whatsoever which may be paid or
made in connection with such taking or conveyance, and Subtenant shall have no
claim against Landlord or Sublandlord or otherwise for the value of any
unexpired Term. Notwithstanding the foregoing sentence, any compensation
specifically


                                      37
<PAGE>

awarded Subtenant for loss of business (including severance damages associated
with Subtenant's other business activities), Subtenant's trade fixtures,
personal property, moving costs or loss of goodwill, shall be and remain the
property of Subtenant.

    If (A) (i) any action or proceeding is commenced for the taking of the
Sublease Premises or any material part thereof, or if Landlord or Sublandlord is
advised in writing by any entity or body having the right or power of
condemnation of its intention to condemn the Sublease Premises or any material
part thereof, or (ii) any of the foregoing events occur with respect to the
taking of any material portion of the Common Area which make it impractical for
Sublandlord to continue to lease the Sublease Premises to Subtenant with
reasonable Common Area amenities,  and (B) Landlord or Sublandlord shall decide
to discontinue the use and operation of the Building, or decide to demolish or
materially redesign and rebuild the Building, then, in any of such events
Sublandlord shall have the right to terminate this Sublease by giving Subtenant
written notice thereof and this Sublease shall then terminate on the date
preceding the date of conveyance.

    In the event of such a partial taking or conveyance of the Sublease
Premises, if the portion of the Sublease Premises taken or conveyed is so
substantial that the Subtenant can no longer reasonably conduct its business,
Subtenant shall have the privilege of terminating this Sublease within sixty
(60) calendar days following the date of such taking or conveyance, upon written
notice to the Sublandlord of its intention so to do, and upon giving of such
notice this Sublease shall terminate on the last day of the calendar month next
following the month in which such notice is given, upon payment by Subtenant of
the Rent (apportioned in such manner as provided in the following paragraph)
from the date of such taking or conveyance to the date of termination.

    If a portion of the Sublease Premises and/or Complex be taken by
condemnation or conveyance in lieu thereof and neither Sublandlord nor Subtenant
shall terminate this Sublease as provided herein, this Sublease shall continue
in full force and effect as to the part of the Sublease Premises not so taken or
conveyed and the recipient of the award shall restore the Sublease Premises
and/or Complex to the extent reasonably practicable, and the Rent herein shall
be apportioned as of the date of such taking or conveyance so that thereafter
the Rent to be paid by Subtenant shall be in the ratio that the area of the
portion of the Sublease Premises not so taken or conveyed bears to the total
area of the Sublease Premises prior to such taking.

27.  SALE OR CONVEYANCE BY SUBLANDLORD.  In the event of a sale or conveyance of
the interest of Sublandlord in this Sublease, upon written assumption by the
successor in interest of the obligations and liabilities under this Sublease,
the transferor shall thereby be released from any then current and any further
liability upon any of the terms, covenants or conditions (express or implied)


                                      38
<PAGE>

herein contained in favor of Subtenant, and in such event, insofar as such
transfer is concerned, Subtenant agrees to look solely to the responsibility of
the successor in interest of such transferor in and to the Sublease Premises and
this Sublease. This Sublease shall not be affected by any such sale or
conveyance, and Subtenant agrees to attorn to the successor in interest of such
transferor.

28.  ATTORNMENT TO LENDER OR THIRD PARTY.  In the event the interest of
Sublandlord in this Sublease is encumbered by a deed of trust or other financing
instrument, and such interest is acquired by the Lender or any third party
through judicial foreclosure or by exercise of a power of sale at private
trustee's foreclosure sale, Subtenant hereby agrees to attorn to the purchaser
at any such judicial foreclosure or foreclosure sale and to recognize such
purchaser as the Sublandlord under this Sublease. In the event the lien of the
deed of trust securing the loan from a Lender to Sublandlord is prior and
paramount to this Sublease, this Sublease shall nonetheless continue in full
force and effect for the remainder of the unexpired Term, at the same Rental
herein reserved and upon all the other terms, conditions and covenants herein
contained.

29.  HOLDING OVER.  Any holding over by Subtenant after expiration or other
termination of the Term with the written consent of Sublandlord delivered to
Subtenant shall not constitute a renewal or extension of the Sublease or give
Subtenant any rights in or to the Sublease Premises except as expressly provided
in this Sublease. Any holding over after the expiration or other termination of
the Term, with the consent of Sublandlord, shall be construed to be a tenancy
from month to month, on the same terms and conditions herein specified insofar
as applicable except that the monthly Basic Rent shall be increased to an amount
equal to one hundred fifty (150%) percent of the monthly Basic Rent required
during the last month of the Term.

30.  CERTIFICATE OF ESTOPPEL.  Subtenant and/or Sublandlord shall at any time
upon not less than ten (10) calendar days prior written notice from the other
Party execute, acknowledge and deliver to the requesting Party a statement in
writing (i) certifying that this Sublease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Sublease, as so modified, is in full force and effect) and the date to
which the Rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the Party's knowledge, any uncured defaults
on the part of the requesting Party hereunder, or specifying such defaults, if
any, are claimed. Any such statement may be conclusively relied upon by any
prospective purchaser or encumbrancer of the Sublease Premises, or any assignee
or subtenant of the Sublease Premises. A requested Party's failure to deliver
such statement within such time shall be conclusive upon the requested Party
that this Sublease is in full


                                      39
<PAGE>

force and effect, without modification except as may be represented by the
requesting Party; that there are no uncured defaults in the requesting Party's
performance, and that not more than one month's Rent has been paid in advance.
Sublandlord and Subtenant further agree to appropriately and timely respond to
the respective reasonable inquiries of the auditors of the other Party, but such
response shall be limited to the respective knowledge of the responding Party.

31.  RELATIONSHIP TO MASTER LEASE.  This Sublease is subject to all of the terms
and conditions of the Master Lease. Subtenant hereby agrees to be bound by and
observe for the benefit of Landlord and Sublandlord, each and all of the
conditions and restrictions to be observed by Sublandlord, as Tenant, under the
Master Lease. Without limiting the foregoing, Subtenant shall not commit or
permit to be committed on the Sublease Premises any act or omission which shall
violate any term, covenant or condition of the Master Lease. Any default notice
or other notice of any obligation (including any billing or invoice for any
Subtenant's Rent or any other expense or charge falling due under this Sublease)
from Landlord which is received by Subtenant (whether directly or as a result of
being forwarded by Sublandlord to Subtenant) shall constitute such notice from
Sublandlord to Subtenant under this Sublease without the need for any additional
notice from Sublandlord. This Sublease is and shall be at all times subject and
subordinate to the Master Lease, including all rights of Landlord thereunder.
Without limiting the generality of the foregoing, in the event of termination of
Sublandlord's interest under the Master Lease for any reason (including, without
limitation, upon the occurrence of any casualty or condemnation pertaining to
the Sublease Premises), this Sublease shall terminate coincidentally therewith
without any liability of Sublandlord to Subtenant (except as may be otherwise
provided in Paragraph 2.A above).

32.  RIGHT OF LANDLORD TO PERFORM.  All terms, covenants and conditions of this
Sublease to be performed or observed by Subtenant shall be performed or observed
by Subtenant at Subtenant's sole cost and expense and without any reduction of
Rent. If Subtenant shall fail to pay any sum of money, or other Rent, required
to be paid by it hereunder or shall fail to perform any other term or covenant
hereunder on its part to be performed, and such failure shall continue for
fifteen (15) calendar days after written notice thereof by Sublandlord or
Landlord, Sublandlord or Landlord, without waiving or releasing Subtenant from
any obligation of Subtenant hereunder, may, but shall not be obliged to, make
any such payment or perform any such other term or covenant on Subtenant's part
to be performed. All sums so paid by Sublandlord or Landlord and all necessary
costs of such performance by Sublandlord or Landlord together with interest
thereon at the Interest Rate, but in no event greater then the maximum rate of
interest permitted by applicable law, from the date of such payment or
performance by Sublandlord or


                                      40
<PAGE>

Landlord, shall be paid (and Subtenant covenants to make such payment) to
Sublandlord or Landlord, as applicable, within ten (10) business days after
demand by Sublandlord or Landlord, and Sublandlord or Landlord shall have (in
addition to any other right or remedy of Sublandlord or Landlord) the same
rights and remedies in the event of nonpayment by Subtenant as in the case of
failure by Subtenant in the payment of Rent hereunder.

33. ATTORNEYS' FEES.

       A.  In the event that either Sublandlord or Subtenant should bring suit
for the possession of the Sublease Premises, for the recovery of any sum due
under this Sublease, or because of the breach of any provision of this Sublease,
or for any other relief against the other Party hereunder, then all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing Party
therein shall be paid by the other Party, which obligation on the part of the
other Party shall be deemed to have accrued on the date of the commencement of
such action and shall be enforceable whether or not the action is prosecuted to
judgment.

       B.  In addition to any other rights of Landlord or Sublandlord under this
Sublease to defense or indemnification by Subtenant, should Landlord or
Sublandlord be named by a third party as a defendant in any suit brought by such
third party principally against Subtenant in connection with or arising out of
Subtenant's alleged improper or tortious conduct associated with the Sublease
Premises or the Complex, Subtenant shall pay to Sublandlord Sublandlord's or
Landlord's (to the full extent applicable) reasonable costs and expenses
incurred in such suit, including reasonable attorney's fees (but Sublandlord
agrees to cooperate with Subtenant in Subtenant's efforts to provide a joint
defense to such suit or otherwise to minimize the costs of such defense or the
settlement of such suit.)

34.  WAIVER. The waiver by either Party or by Landlord of any other Party's
failure to perform or observe any term, covenant or condition herein contained
to be performed or observed by such waiving Party shall not be deemed to be a
waiver of such term, covenant or condition or of any subsequent failure of the
Party failing to perform or observe the same or any other such term, covenant or
condition therein contained, and no custom or practice which may develop between
the Parties hereto during the Term shall be deemed a waiver of, or in any way
affect, the right of either Party to insist upon performance and observance by
the other Party in strict accordance with the terms hereof.

35.  NOTICES.  All notices, demands, requests, advices or designations which may
be or are required to be given by either Party to the other hereunder shall be
in writing. All notices, demands, requests, advices or designations by
Sublandlord to Subtenant shall be sufficiently given, made or delivered if
personally


                                      41
<PAGE>

delivered to or sent to Subtenant by United States certified or registered mail,
postage prepaid or by a reputable same day or overnight courier service
addressed to Subtenant: (i) prior to the later of the Sublease Commencement Date
or Subtenant's actual occupancy of the Sublease Premises, at 167-2nd Avenue, San
Mateo, California 94401, Attention: Chief Financial Officer (and an additional
copy shall be sent to Subtenant at 167-2nd Avenue, San Mateo, California 94401,
Attention: Legal Department) and (ii) after the later of the Sublease
Commencement Date or Subtenant's actual occupancy of the Sublease Premises, at
2000 Charleston Road, Mountain View, California 94039, Attention: Chief
Financial Officer (and an additional copy shall be sent to Subtenant at 2000
Charleston Road, Mountain View, California 94039, Attention: Legal Department).
All notices, demands, requests, advices or designations by Subtenant to
Sublandlord shall be sufficiently given, made or delivered if personally
delivered to or sent to Sublandlord by United States certified or registered
mail, postage prepaid, or by a reputable same day or overnight courier service
addressed to Sublandlord at its offices at 1900 Charleston Road, Mountain View,
California 94039, Attn: Manager Corporate Real Estate (and an additional copy
shall be sent to Sublandlord at 1900 Charleston Road, Mountain View, California
94039, Attention: Executive Vice President and General Counsel). All notices,
demands, requests, advices or designations by either Party to Landlord shall be
sufficiently given, made or delivered if personally delivered to or sent to
Landlord by United States certified or registered mail, postage prepaid, or by a
reputable same day or overnight courier service addressed to Landlord at its
offices at c/o Peery/Arrillaga, 2560 Mission College Blvd., Suite 101, Santa
Clara, CA 95054 Attn: Richard T. Peery.

    Each notice, request, demand, advice or designation referred to in this
Paragraph shall be deemed received on the date of receipt or refusal to accept
receipt at the address so provided for notices if sent in the manner herein
provided, as the case may be.  Either Party shall have the right, upon ten (10)
calendar days written notice to the other, to change its address for notices as
provided herein; however, Sublandlord shall send Subtenant notices to only one
address (provided that in the event of a notice of default, Sublandlord will
provide an additional copy of such notice of default to such one additional
addressee as may be duly notified by Subtenant to Sublandlord in accordance with
the provisions of this Sublease).

36.  EXAMINATION OF LEASE.  Submission of this instrument for examination or
signature by either Subtenant or Sublandlord does not constitute a reservation
of or option for a Sublease, and this instrument is not effective as a sublease
or otherwise until its execution and delivery by both Sublandlord and Subtenant.


                                      42
<PAGE>

37.  DEFAULT BY LANDLORD. Sublandlord shall not be in default unless Sublandlord
fails to perform obligations required of Sublandlord within a reasonable time,
but in no event earlier than thirty (30) calendar days after written notice by
Subtenant to Sublandlord and to the holder of any first mortgage or deed of
trust or other financing instrument encumbering the interest of Sublandlord in
this Sublease whose name and address shall have theretofore been furnished to
Subtenant in writing, specifying wherein Sublandlord has failed to perform such
obligations; provided, however, that if the nature of Sublandlord's obligations
is such that more than thirty (30) calendar days are required for performance,
then Sublandlord shall not be in default if Sublandlord commences performance
within such thirty (30) calendar day period and thereafter diligently prosecutes
the same to completion.

38.  CORPORATE AUTHORITY. Each individual executing this Sublease on behalf of
Subtenant or Sublandlord represents and warrants that he or she is duly
authorized to execute and deliver this Sublease on behalf of said corporation in
accordance with the by-laws of said corporation and that this Sublease is
binding upon said corporation in accordance with its terms. Subtenant shall,
within five (5) calendar days after execution of this Sublease, deliver to
Sublandlord a certified copy of the resolution of the Board of Directors of said
corporation authorizing or ratifying the specific execution of this Sublease by
the individual executing said Sublease. In lieu of said corporate resolution,
Subtenant may, at Subtenant's option, provide Sublandlord with an outside legal
opinion stating that the parties executing this Sublease on behalf of Subtenant
are authorized to do so by the Board of Directors.

39.  LIMITATION OF LIABILITY. In consideration of the benefits accruing
hereunder, Subtenant and all successors and assigns to Subtenant as respects
Subtenant's interest under this Sublease, covenant and agree that, in the event
of any actual or alleged failure, breach or default hereunder by Sublandlord or
by Landlord under the Master Lease:

    A.  the sole and exclusive remedy against Landlord shall be against
Landlord's interest in the Building;

    B.  no officer, director, shareholder, constituent member or partner of
Sublandlord or Landlord (as applicable) shall be sued or named as a party in any
suit or action (except as may be necessary to secure jurisdiction of the limited
liability company or partnership);

    C.  no service of process shall be made against any officer, director,
shareholder, constituent member or partner of Sublandlord or Landlord (as
applicable) (except as may be necessary to secure jurisdiction of the limited
liability company or partnership);

    D.  no officer, director, shareholder, constituent member or partner of
Sublandlord or Landlord (as applicable) shall be required to answer or otherwise
plead to any service of process;


                                      43
<PAGE>

    E.  no judgment will be taken against any officer, director, shareholder,
constituent member or partner of Sublandlord or Landlord (as applicable);

    F.  any judgment taken against any officer, director, shareholder,
constituent member or partner of Sublandlord or Landlord (as applicable) may be
vacated and set aside at any time without hearing;

    G.  no writ of execution will ever be levied against the assets of any
officer, director, shareholder, constituent member or partner of Sublandlord or
Landlord (as applicable); and

    H.  these covenants and agreements are enforceable by Sublandlord and
Landlord and also by any officer, director, shareholder, constituent member or
partner of Sublandlord or Landlord.

    Subtenant agrees that each of the foregoing covenants and agreements shall
be applicable to any covenant or agreement either expressly contained in this
Sublease or imposed by statute or at common law with respect to this Sublease.

40.  SIGNS.  No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside of
the Sublease Premises or any exterior windows of the Sublease Premises without
the written consent of Sublandlord (and the consent of Landlord if required by
the provisions of the Master Lease) first had and obtained and Sublandlord shall
have the right, if Subtenant shall fail to have obtained such consent, to remove
any such sign, placard, picture, advertisement, name or notice to and at the
expense of Subtenant.  If Subtenant is allowed to print or affix or in any way
place a sign in, on, or about the Sublease Premises, upon expiration or other
sooner termination of this Sublease, Subtenant at Subtenant's sole cost and
expense shall both remove such sign and repair all damage in such a manner as to
restore all aspects of the appearance of the Sublease Premises to the condition
prior to the placement of said sign.

    All approved signs or lettering on any outside doors or walls of the
Building shall be printed, painted, affixed or inscribed at the expense of
Subtenant by a person approved of by Sublandlord or Landlord.

    Subtenant shall not place anything or allow anything to be placed near the
glass of any window, door partition or wall which may appear unsightly from
outside the Sublease Premises.

    Subject to obtaining Sublandlord's prior approval to the same, Subtenant
shall have the right, at its expense (i) to affix decals co-existent with decals
of Sublandlord on each of the doors to the Building, provided such decals are of
a similar size and at a corresponding location to the decals of Sublandlord, and
(ii) to erect appropriate signage reflecting the name of Subtenant on the common
monument sign intended to be installed to reflect the names of occupants (as
distinguished from ALZA Plaza signage) at one of the two driveway entrances to
the Complex (at either Charleston Road or Amphitheatre Parkway); provided that
the size, graphics and content of such sign shall be subject to all applicable
laws, the


                                      44
<PAGE>

obtaining of any required permits and the prior written consent of Sublandlord,
not to be unreasonably withheld, and Subtenant's signage shall be subordinate in
size and location to the signage on such monument sign identifying Sublandlord's
occupancy. Further, Sublandlord agrees to apply for, and use commercially
reasonable efforts to obtain, any and all permits, variances or other
governmental approvals necessary for the ability to install a total of two
monument signs (one at an entrance to each of the Charleston Road and
Amphitheatre Parkway driveways to the Complex). If the required governmental
approvals are obtained, Subtenant shall have the right to erect appropriate
signage on the common monument signs at both driveways to the Complex, subject
to the foregoing terms of this Sublease. In addition, subject to Sublandlord's
prior approval of the design and location, Subtenant shall have the right to
install at Subtenant's expense, appropriate signage in the lobby of the Building
and directional signage near the Building. No exterior signage on the Building
by Subtenant shall be permitted.

41.  CONSENT. Whenever the consent or approval of Sublandlord is required
hereunder to any action or request of Subtenant, the granting or withholding of
such consent or approval shall be in the reasonable discretion of Sublandlord
unless another standard for such consent or approval is expressly stated herein.
If the Master Lease requires Landlord's consent to any such requested consent or
approval, then Landlord's denial or delay of its written consent or approval
shall constitute reasonable grounds for Sublandlord to withhold its consent or
approval to any requested action or request of Subtenant.

42.  AUTHORITY TO EXECUTE.  The parties executing this Sublease hereby warrant
and represent that they are properly authorized to execute this Sublease and
bind the Parties on behalf of whom they execute this Sublease and to all of the
terms, covenants and conditions of this Sublease as they relate to the
respective Parties hereto.

43.  BROKERS.  Upon the Sublease Commencement Date and the occupancy of the
Sublease Premises by Subtenant, and provided Sublandlord shall have received
from Subtenant (i) payment in full of the first month's Rent, (ii) an insurance
certificate evidencing Subtenant's liability insurance coverage as required
under Paragraph 13, (iii) an acceptable corporate authority as provided in
Paragraph 38, and (iv) the Security Deposit as provided in Paragraph 4.G,
Sublandlord shall pay a brokerage commission (i) to Kenmark Commercial, Inc. in
an amount equal to Three Dollars ($3.00) per gross rentable square foot of the
Sublease Premises as stated in the recitals to this Sublease and (ii) to CRESA
Partners LLC in an amount as required pursuant to a separate written agreement
between Sublandlord and CRESA Partners LLC (formerly known as Catalyst Real
Estate Group) (with Kenmark Commercial, Inc. and CRESA Partners LLC hereinafter
collectively referred to as "Brokers"). Each of Sublandlord and Subtenant


                                      45
<PAGE>

represents and warrants to the other that no party other than Brokers is
entitled to any real estate brokerage or salesperson commission or any finders'
fee as a result of such Party's action in connection with the leasing of the
Sublease Premises to Subtenant. Each of Sublandlord and Subtenant shall save,
protect, defend, indemnify and hold the other harmless from and against any
claim to the contrary by any salesperson, broker or finder based upon such
salesperson's, broker's or finder's relationship with such Party.

44.  FIRST RIGHT OF REFUSAL EXCLUSIVE TO VIADOR.  In the event (i) Viador, Inc.
is the Subtenant under this Sublease and has not itself subleased to any third
party any portion of the Sublease Premises, except in connection with Permitted
Transfers and (ii) provided Subtenant has not earlier committed a default
pursuant to Paragraph 22 ("Bankruptcy and Default") of this Sublease (i.e.
Subtenant received notice of a default under this Sublease and the applicable
cure period expired without Subtenant having cured such default during the cure
period), in any of the terms, covenants, and conditions of this Sublease, then
Subtenant, during the Term and subject to the provisions hereinafter contained,
shall have the First Right of Refusal to sublease from Sublandlord any other
portion of the Building then being separately offered by Sublandlord for
sublease (hereinafter referred to as "First Right Space") upon the terms and
conditions set forth herein. Such right of first refusal shall not apply with
respect to (a) any proposed sublease where the term of such sublease would
commence during the last twelve months of the Term of this Sublease or (b) any
proposed sublease to an affiliate of Sublandlord or to any party which has a
material business relationship with Sublandlord, or (c) any proposed sublease
which is in conjunction with a contemplated assignment of Sublandlord's interest
in the Master Lease or in any of the Other Leases or a subleasing by Sublandlord
to such party of all or any portion of the Other Buildings. Except as otherwise
provided above, in the event Sublandlord receives an offer during the Term of
this Sublease from a third party to sublease all or any portion of the First
Right Space at a rental and upon terms and conditions which are satisfactory to
Sublandlord, Sublandlord shall, prior to being unconditionally bound to a lease
agreement with a third party for said First Right Space, offer said First Right
Space to Subtenant at the same rental and other economic terms and conditions
upon which Sublandlord is willing to sublease said First Right Space to the
third party. Subtenant shall have ten days after receipt of written notice of
said rental and other economic terms and conditions in which to accept said
rental and other economic terms and conditions in writing; provided, however,
that if such proposal contains any unusually restrictive provision (such as a
use clause that would restrict Subtenant from the uses permitted by Subtenant
hereunder) such provision shall be inapplicable to Subtenant in the event of the
acceptance of the rental and other economic terms and conditions so offered. In
the event Subtenant rejects or fails to accept said rental and other economic
terms and conditions so presented by Sublandlord


                                      46
<PAGE>

within such ten day period, and Sublandlord proceeds within one hundred eighty
days thereafter to sublease such First Right Space to such third party (a "First
Right Sublessee") at a base rent that is not less than ninety-five percent (95%)
of the base rent presented to Subtenant, then Subtenant shall have no further
First Right of Refusal for such First Right Space (but if Sublandlord does not
so sublease the First Right Space, then such First Right of Refusal shall be
reinstated as to such First Right Space). The failure of Subtenant to exercise
such First Right of Refusal to sublease any First Right Space shall not preclude
Subtenant from having such First Right of Refusal apply again in accordance with
the other conditions of this Paragraph if (i) the First Right Space shall later
again be offered by Sublandord for sublease in accordance with the provisions of
this Paragraph (but such First Right of Refusal shall be subordinate to any
extension of the former sublease or any new sublease that may theretofore or
thereafter be committed to by, or negotiated between, Sublandlord and such First
Right Sublessee as to the First Right Space, or (ii) any other portion of the
Building (other than such First Right Space that was subleased to the First
Right Sublessee) is later offered by Sublandord for sublease in accordance with
the provisions of this Paragraph. In the event Subtenant so accepts said rental
and other economic terms and conditions, Subtenant must execute a sublease
agreement for said First Right Space within twenty (20) days from receipt of a
sublease agreement from Sublandlord which conforms to such accepted terms and
which embodies the other terms and conditions of this Sublease. If Subtenant
fails to execute such a sublease agreement within such twenty day period,
Subtenant shall have no further First Right of Refusal for said First Right
Space, and Sublandlord shall be free to execute a sublease with a third party
without further obligation to Subtenant with respect to said First Right Space
so offered to Subtenant. The First Right of Refusal of Subtenant is granted for
the benefit of Viador, Inc. only, and may not be assigned or transferred by
Subtenant.

45. MISCELLANEOUS AND GENERAL PROVISIONS.

       A.  Use of Building Name.  Subtenant shall not, without the written
consent of Sublandlord, use the name of the Building for any purpose other than
as the address of the business conducted by Subtenant in the Sublease Premises.

       B.  Choice of Law; Severability.  This Sublease shall in all respects be
governed by and construed in accordance with the laws of the State of California
in the jurisdiction of Santa Clara County. If any provision of this Sublease
shall be invalid, unenforceable or ineffective for any reason whatsoever, all
other provisions hereof shall be and remain in full force and effect.

       C.  Definition of Terms. The term "Sublease Premises" includes the space
leased hereby and any improvements now or hereinafter installed therein or
attached thereto. The term "Sublandlord" or any pronoun used in place thereof
includes the plural as well as the singular and the successors and


                                      47
<PAGE>

assigns of Sublandlord. 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 "Subtenant" or any pronoun used in place thereof includes the
plural as well as the singular and individuals, firms, associations,
partnerships and corporations, and their and each of their respective heirs,
executors, administrators, successors and permitted assigns, according to the
context hereof, and the provisions of this Sublease shall inure to the benefit
of and bind such heirs, executors, administrators, successors and permitted
assigns.

    The term "person" includes the plural as well as the singular and
individuals, firms, associations, partnerships and corporations.  The term
"including" means including, but not limited to.  Words used in any gender
include other genders.  If there be more than one Subtenant the obligations of
Subtenant hereunder are joint and several.  The paragraph headings of this
Sublease are for convenience of reference only and shall have no effect upon the
construction or interpretation of any provisions hereof.

    D.  Time Of Essence. Time is of the essence of this Sublease and of each and
all of its provisions.

    E.  Quitclaim. At the expiration or earlier termination of this Sublease,
Subtenant shall execute, acknowledge and deliver to Sublandlord or Landlord (as
applicable), within ten (10) calendar days after written demand from Sublandlord
or Landlord to Subtenant, any quitclaim deed or other document reasonably
required by any reputable title company, licensed to operate in the State of
California, to remove the cloud or encumbrance created by this Sublease on the
Property and/or Complex of which the Sublease Premises are a part.

    F.  Incorporation of Prior Agreements; Amendments. This Sublease along with
any exhibits and attachments hereto constitutes the entire agreement between
Sublandlord and Subtenant relative to the leasing by Subtenant from Sublandlord
of the Sublease Premises and this Sublease and the exhibits and attachments may
be altered, amended or revoked only by an instrument in writing signed by both
Sublandlord and Subtenant. Sublandlord and Subtenant agree hereby that all prior
or contemporaneous oral agreements between and among themselves and their agents
or representatives relative to the leasing of the Sublease Premises are merged
in or revoked by this Sublease.

    G.  Recording. Subtenant shall not record this Sublease or any short form
memorandum hereof.

    H.  Diminution of Light, Air or View. Subtenant covenants and agrees that no
diminution or shutting off of light, air or view by any structure which may be
hereafter erected (whether or not by Landlord or Sublandlord or another) shall
in any way affect this Sublease, entitle Subtenant to any reduction of Rent
hereunder or result in any liability of Landlord or Sublandlord to Subtenant.


                                      48
<PAGE>

46.  AGREEMENT NOT TO CAPITALIZE REPAIRS AND/OR REPLACEMENTS TO PREMISES, ETC.
Sublandlord's willingness to enter into this Sublease with Subtenant under the
terms stated herein and for the benefit of Subtenant and for valuable
consideration, which is hereby acknowledged, the following agreement between the
Parties affects the interpretation of the foregoing provisions of this Sublease
or any rights that might otherwise exist in favor of Subtenant at law with
respect to the leasing of the Sublease Premises from Sublandlord.

    Subtenant understands and acknowledges that this Sublease shall be deemed
and construed to be a "net lease", and during the Term Subtenant shall pay
Sublandlord the Rent and other payments due hereunder, free of any charges,
assessments, impositions, expenses or deductions of any kind and without
abatement, deduction or setoff unless otherwise expressly provided in this
Sublease, and Sublandlord shall not be expected or required as a result of the
relationship between Sublandlord and Subtenant created by this Sublease, to be
obligated to make any payment to or on behalf of Subtenant or be under any other
obligation to Subtenant hereunder except to the extent specifically provided in
this Sublease, and Subtenant agrees to pay all costs and expenses of every kind
which may arise or become due from Subtenant under the provisions of this
Sublease during the Term.  Except as expressly provided in this Sublease,
neither Sublandlord not Landlord shall be liable and/or responsible under the
provisions of this Sublease for contributing any money for any maintenance,
repairs and/or replacement of the Sublease Premises or any part thereof and as
to the maintenance, repairs or replacement obligations of Subtenant under this
Sublease, Subtenant waives any and all rights it might otherwise have to assert
that such expenditure is more appropriately a Landlord or Sublandlord
expenditure which should be treated as a capital expenditure and/or to be
amortized as an item of Additional Rent hereunder.  Nothing herein shall be
deemed to relieve Sublandlord from its express obligations under this Sublease,
including, but not limited to, Sublandlord's obligations under Paragraph 25
hereof in the event of damage or destruction, or under the various provisions
herein applicable to Sublandlord's maintenance and repair obligations with
respect to the Common Area or with respect to the Building.

    By placing their initials below, both Parties acknowledge their
understanding and their agreement with the provisions of this Paragraph.


          Initials:  _________   Initials:  ___________
                     Subtenant              Sublandlord

47.  SECURITY CARD ACCESS SYSTEM; LOBBY RECEPTIONIST & SECURITY. Sublandlord has
installed a security card access system at the principal entrances to the
Building for the control of after hours access to the Building and to the
underground parking garage. Sublandlord shall, upon receipt of a

                                      49
<PAGE>

list of Subtenant's employees to be located in the Sublease Premises, provide
Subtenant with a reasonable number of security cards (which may be coded to
reflect the respective employee issued such card) sufficient for the use by such
identified employees of Subtenant. Subtenant shall promptly notify Sublandlord
of any termination of employment of any of such employees so that their security
card can be coded to no longer afford such employee access to the Building.
Subtenant shall be responsible for returning all such security cards to
Sublandlord upon the expiration of the Term or earlier termination of this
Sublease. Subtenant shall pay to Sublandlord its reasonably estimated cost of
(i) purchasing the security cards, (ii) replacing any lost or unreturned
security cards and (iii) programming any computers as to the employees and
access to be afforded to the employees of Subtenant by such security cards.
Sublandlord may decide to, but is not obligated to, have a lobby receptionist or
security guard at the existing reception area in the ground floor common area
during the hours the Building is open to public access, to control access during
such hours to the Building. Subtenant may also position a lobby receptionist at
the existing reception area. Sublandlord may also decide to, but is not
obligated to, have an after hours security guard or security service patrol the
Building or the Complex. The operation and programming of the security card
system and the expense of any lobby receptionist, security guards or security
services, shall be included as part of the expenses referred to in Paragraph 10
for which Subtenant shall be responsible for Subtenant's Proportionate Share;
provided, however, that Subtenant shall have the right, in Subtenant's sole
discretion, upon thirty (30) days prior written notice to Sublandlord, to hire a
reputable independent security guard service for purposes of patrolling the
interior of the Sublease Premises in lieu of the security services previously
supplied by Sublandlord, in which case Subtenant's Proportionate Share of
Sublandlord's cost of providing security services to the Project shall be
appropriately adjusted to reflect the savings realized by Sublandlord by
Subtenant's providing at its expense such interior security services to the
Sublease Premises. Notwithstanding the foregoing, Sublandlord shall have no
liability to Subtenant in the event of the failure of the security system, lobby
receptionist, security guard or security services either to work as contemplated
or to avoid any improper or unlawful entry or improper or unlawful acts of any
then current or former employees of Subtenant or Sublandlord or any third
parties.


                                      50
<PAGE>

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


SUBLANDLORD:                                   SUBTENANT:


ALZA CORPORATION                               VIADOR INC.
a Delaware corporation                         a Delaware corporation


By /s/ Harold Fethe                            By /s/ Stan X. Wang
  -----------------------------                  ----------------------------


Title: Senior VP of HR & Facilities            Title: President and CEO
      -----------------------------                  ------------------------
       Harold Fethe                                   Stan X. Wang
      -----------------------------                  ------------------------
         Type or Print Name                              Type or Print Name


                                      51
<PAGE>

                                   EXHIBIT A

                                 MASTER LEASE

                   [SEE THE IMMEDIATELY FOLLOWING AGREEMENT]



                                       1
<PAGE>

                                   EXHIBIT B

                       DEPICTION OF THE SUBLEASE PREMISES

                   [SEE THE IMMEDIATELY FOLLOWING TWO PAGES]


                                       1
<PAGE>

                                   EXHIBIT C

          DESCRIPTION OF THE PLANS REFLECTING THE TENANT IMPROVEMENTS

               [SEE THE IMMEDIATELY FOLLOWING LISTINGS OF PLANS]


                                       1