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                                                                    EXHIBIT 10.4

                                 OAKBROOK PLAZA
                            Laguna Hills, California

                             OFFICE LEASE AGREEMENT

                                     BETWEEN

     EOP-OAKBROOK PLAZA LAGUNA, L.L.C., a Delaware limited liability company
                                  ("LANDLORD")

                                       AND

               ELIBERATION.COM CORPORATION, a Delaware corporation
                                   ("TENANT")

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
I.      Basic Lease information .........................................    1
II.     Lease Grant .....................................................    2
III.    Adjustment of Commencement Date; Possession .....................    2
IV.     Rent ............................................................    3
V.      Compliance with Laws; Use .......................................    6
VI.     Security Deposit ................................................    6
VII.    Services to be Furnished by Landlord ............................    7
VIII.   Leasehold Improvements ..........................................    8
IX.     Repairs and Alterations .........................................    8
X.      Use of Electrical Services by Tenant ............................    9
XI.     Entry by Landlord ...............................................   10
XII.    Assignment and Subletting .......................................   10
XIII.   Liens ...........................................................   11
XIV.    Indemnity and Waiver of Claims ..................................   12
XV.     Insurance .......................................................   12
XVI.    Subrogation .....................................................   13
XVII.   Casualty Damage .................................................   13
XVIII.  Condemnation ....................................................   14
XIX.    Events of Default ...............................................   14
XX.     Remedies ........................................................   15
XXI.    Limitation of Liability .........................................   16
XXII.   No Waiver .......................................................   16
XXIII.  Quiet Enjoyment .................................................   16
XXIV.   Relocation ......................................................   16
XXV.    Holding Over ....................................................   17
XXVI.   Subordination to Mortgages; Estoppel Certificate ................   17
XXVII.  Attorneys' Fees .................................................   17
XXVIII. Notice ..........................................................   17
XXIX.   Excepted Rights .................................................   18
XXX.    Surrender of Premises ...........................................   18
XXXI.   Miscellaneous ...................................................   18
XXXII.  Entire Agreement ................................................   20
</TABLE>

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                             OFFICE LEASE AGREEMENT

      THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of
the 26th day of June, 2002 and between EOP-OAKBROOK PLAZA LAGUNA, L.L.C., a
Delaware limited liability company ("Landlord") and ELIBERATION.COM CORPORATION,
a Delaware corporation ("Tenant").

I.    BASIC LEASE INFORMATION.

      A.    "Building" shall mean the building located at 24422 Avenida de la
            Carlota, Laguna Hills, California, commonly known as Oakbrook Plaza.

      B.    "Rentable Square Footage of the Building" is deemed to be 119,505
            square feet.

      C.    "Premises" shall mean the area shown on Exhibit A to this Lease. The
            Premises are located on the 1st floor and known as suite number 120.
            The "Rentable Square Footage of the Premises" is deemed to be 8,589
            square feet. If the Premises include one or more floors in their
            entirety, all corridors and restroom facilities located on such full
            floor(s) shall be considered part of the Premises. Landlord and
            Tenant stipulate and agree that the Rentable Square Footage of the
            Building and the Rentable Square Footage of the Premises are correct
            and shall not be remeasured.

      D.    "Base Rent":

<TABLE>
<CAPTION>
                ANNUAL RATE
PERIOD OR        PER SQUARE          ANNUAL          MONTHLY
 MONTHS             FOOT            BASE RENT       BASE RENT
 ------             ----            ---------       ---------
<S>             <C>                <C>             <C>
  1-12             $21.60          $185,522.40     $15,460.20
 13-24             $22.80          $195,829.20     $16,319.10
 25-36             $24.00          $206,136.00     $17,178.00
 37-48             $25.20          $216,442.80     $18,036.90
 49-60             $26.40          $226,749.60     $18,895.80
</TABLE>

            Notwithstanding the above schedule of Base Rent to the contrary, as
            along as Tenant is not in default, Tenant shall be entitled to an
            abatement in the aggregate amount of $15,460.20 (i.e. $3,865.05 per
            month) (the "Abated Base Rent") for the 1st, 2nd, 3rd and 4th full
            calendar months of the Term (the "Abatement Period"). In the event
            Tenant defaults at any time during the Term, all Abated Base Rent
            shall immediately become due and payable. The payment by Tenant of
            the Abated Base Rent in the event of a default shall not limit or
            affect any of Landlord's other rights, pursuant to this Lease or at
            law or in equity. Only Base Rent shall be abated during the
            Abatement Period and all other Additional Rent and other costs and
            charges specified in this Lease shall remain as due and payable
            pursuant to the provisions of the Lease.

      E.    "Tenant's Pro Rata Share": 7.1871%

      F.    "Base Year" for Taxes: 2002; "Base Year" for Expenses: 2002.

      G.    "Term": A period of 60 months. The Term shall Retroactively commence
            on April 1, 2002 (the "Commencement Date") and, unless terminated
            early in accordance with this Lease, end on March 31, 2007 (the
            "Termination Date").

      H.    Tenant allowance(s): None.

      I.    "Security Deposit": $20,785.00 in the form of a cash Security
            Deposit and $100,000.00 in the form of a Letter of Credit (as
            defined in Article VI of this Lease).

      J.    "Guarantor(s)": As of the date of this Lease, there are no
            Guarantor(s).

      K.    "Broker(s)": Colliers Seeley.

      L.    "Permitted Use" General office use.

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<PAGE>

      M.    "Notice Addresses":

            Tenant:

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

            24422 Avenida de la Carlota
            Suite 120
            Laguna Hills, California 92653
            Phone #: (949) 784-0800
            Fax #: (949) 784-0880
            Attn:  David P. Noyes, CFO

            Landlord:                       With a copy to.

            EOP-OAKBROOK PLAZA              Equity Office Properties Trust
            LAGUNA, L.L.C.                  Two North Riverside Plaza
            c/o Equity Office Properties    Suite 2100
            Trust                           Chicago, Illinois 60606
            2600 Michelson Drive            Attention: Regional Counsel -
            Suite 160                       Los Angeles Region
            Irvine, California 92612
            Attention: Property Manager

            Rent (defined in Section IV.A) is payable to the order of Equity
            Office Properties at the following address: EOP-OAKBROOK PLAZA
            LAGUNA, L.L.C., DEPARTMENT 15540, P.O. BOX 60077, LOS ANGELES,
            CALIFORNIA 90060-0077.

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

      O.    Intentionally omitted.

      P.    "Law(s)" means all applicable statutes, codes, ordinances, orders,
            rules and regulations of any municipal or governmental entity Q,
            "Normal Business Hours" for the Building are 8 A.M. to 6 P.M. on
            Business Days.

      R.    "Property" means the Building and the parcel(s) of land on which it
            is located and, at Landlord's discretion, the landscaping, the
            parking facilities and all other improvements owned by Landlord and
            serving the Building and the tenants thereof and the parcel(s) of
            land on which they are located.

II.   LEASE GRANT.

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

III.  ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION.

      A.    Intentionally omitted.

      B.    Subject to Landlord's obligations under Section IX. B., the Premises
            are accepted by Tenant in "as is" condition and configuration. By
            taking possession of the Premises, Tenant agrees that the Premises
            are in good order and satisfactory condition, and that there are no
            representations or warranties by Landlord regarding the condition of
            the Premises or the Building

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<PAGE>

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

IV.   RENT.

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

      B.    Expense Excess and Tax Excess. Tenant shall pay Tenant's Pro Rata
            Share of the amount, if any, by which Expenses (defined in Section
            IV.C.) for each calendar year during the Term exceed Expenses for
            the Base Year (the "Expense Excess") and also the amount, if any, by
            which Taxes (defined in Section IV.D.) for each calendar year
            during the Term exceed Taxes for the Base Year (the "Tax Excess").
            If Expenses and/or Taxes in any calendar year decrease below the
            amount of Expenses and/or Taxes for the Base Year, Tenant's Pro Rata
            Share of Expenses and/or Taxes, as the case may be, for that
            calendar year shall be 50. Landlord shall provide Tenant with a good
            faith estimate of the Expense Excess and of the Tax Excess for each
            calendar year during the Term. On or before the first day of each
            month, Tenant shall pay to Landlord a monthly installment equal to
            one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the
            Expense Excess and one-twelfth of Tenant's Pro Rata Share of
            Landlord's estimate of the Tax Excess. If Landlord determines that
            its good faith estimate of the Expense Excess or of the Tax Excess
            was incorrect by a material amount, Landlord may provide Tenant with
            a revised estimate. After its receipt of the revised estimate,
            Tenant's monthly payments shall be based upon the revised estimate.
            If Landlord does not provide Tenant with an estimate of the Expense
            Excess or of the Tax Excess by January 1 of a calendar year, Tenant
            shall continue to pay monthly installments based on the previous
            year's estimates(s) until Landlord provides Tenant with the new
            estimate. Upon delivery of the new estimate, an adjustment shall be
            made for any month for which Tenant paid monthly installments based
            on the previous year's estimate(s). Tenant shall pay Landlord the
            amount of any underpayment within 30 days after receipt of the new
            estimate. Any overpayment shall be refunded to

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<PAGE>

            Tenant within 30 days or credited against the next due future
            installment(s) of Additional Rent.

            As soon as is practical following the end of each calendar year,
            Landlord shall furnish Tenant with a statement of the actual
            Expenses and Expense Excess and the actual Taxes and Tax Excess for
            the prior calendar year. If the estimated Expense Excess and/or
            estimated Tax Excess for the prior calendar year is more than the
            actual Expense Excess and/or actual Tax Excess, as the case may be,
            for the prior calendar year, Landlord shall apply any overpayment by
            Tenant against Additional Rent due or next becoming due, provided if
            the Term expires before the determination of the overpayment,
            Landlord shall refund any overpayment to Tenant after first
            deducting the amount of Rent due. If the estimated Expense Excess
            and/or estimated Tax Excess for the prior calendar year is less than
            the actual Expense Excess and/or actual Tax Excess, as the case may
            be, for such prior year, Tenant shall pay Landlord, within 30 days
            after its receipt of the statement of Expenses and/or Taxes, any
            underpayment for the prior calendar year.

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

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

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

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

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

            5.    Electrical Costs (defined below) and charges for water, gas,
                  steam and sewer, but excluding those charges for which
                  Landlord is reimbursed by tenants. "Electrical Costs" means:
                  (a) charges paid by Landlord for electricity; (b) costs
                  incurred in connection with an energy management program for
                  the Property, and (c) if and to the extent permitted by Law, a
                  fee for the services provided by Landlord in connection with
                  the selection of utility companies and the negotiation and
                  administration of contracts for electricity, provided that
                  such fee shall not exceed 50% of any savings obtained by
                  Landlord. Electrical Costs shall be adjusted as follows (i)
                  amounts received by Landlord as reimbursement for above
                  standard electrical consumption shall be deducted from
                  Electrical Costs; (ii) the cost of electricity incurred to
                  provide overtime HVAC to specific tenants (as reasonably
                  estimated by Landlord) shall be deducted from Electrical
                  Costs; and (iii) if Tenant is billed directly for the cost of
                  building standard electricity to the Premises as a separate
                  charge in addition to Base Rent, the cost of electricity to
                  individual tenant spaces in the Building shall be deducted
                  from Electrical Costs. Notwithstanding anything in this Lease
                  to the contrary, for purposes of determining Expenses for any
                  calendar year subsequent to the Base Year, Electrical Costs
                  shall be deemed to be the greater of Electrical Costs incurred
                  during the Base Year and Electrical Costs for the applicable
                  calendar year.

                                       4
<PAGE>

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

            7.    All fees, costs, expenses or other amounts payable by Landlord
                  to any association established for the benefit of the Property
                  and/or other properties.

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

      D.    Taxes Defined. "Taxes" shall mean: (1) all real estate taxes and
            other assessments on the Building and/or Property, including, but
            not limited to, assessments for special improvement districts and
            building improvement districts, taxes and assessments levied in
            substitution or supplementation in whole or in part of any such
            taxes and assessments and the Property's share of any real estate
            taxes and assessments under any reciprocal easement agreement,
            common area agreement or similar agreement as to the Property; (2)
            all personal property taxes for property that is owned by Landlord
            and used in connection with the operation, maintenance and repair of
            the Property; and (3) all costs and fees incurred in connection with
            seeking reductions in any tax liabilities described in (1) and (2),
            including, without limitation, any costs incurred by Landlord for
            compliance, review and appeal of tax liabilities. Without
            limitation, Taxes shall not include any income, capital levy,
            franchise, capital stock, gift, estate or inheritance tax. If an
            assessment is payable in installments, Taxes for the year shall
            include the amount of the installment and any interest due and
            payable during that year. For all other real estate taxes, Taxes for
            that year shall, at Landlord's election, include either the amount
            accrued, assessed or

                                       5
<PAGE>

            otherwise imposed for the year or the amount due and payable for
            that year, provided that Landlord's election shall be applied
            consistently throughout the Term. If a change in Taxes is obtained
            for any year of the Term during which Tenant paid Tenant's Pro Rata
            Share of any Tax Excess, then Taxes for that year will be
            retroactively adjusted and Landlord shall provide Tenant with a
            credit, if any, based on the adjustment. Likewise, if a change is
            obtained for Taxes for the Base Year, Taxes for the Base Year shall
            be restated and the Tax Excess for all subsequent years shall be
            recomputed. Tenant shall pay Landlord the amount of Tenant's Pro
            Rata Share of any such increase in the Tax Excess within 30 days
            after Tenant's receipt of a statement from Landlord.

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

V.    COMPLIANCE WITH LAWS; USE.

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

VI.   SECURITY DEPOSIT.

      The Security Deposit, if any, shall be delivered to Landlord upon the
execution of this Lease by Tenant and shall be held by Landlord without
liability for interest (unless required by Law) as security for the performance
of Tenant's obligations. The Security Deposit is not an advance payment of Rent
or a measure of Tenant's liability for damages. Landlord may, from time to time,
without prejudice to any other remedy, use all or a portion of the Security
Deposit to satisfy past due Rent or to cure any uncured default by Tenant. If
Landlord uses the Security Deposit, Tenant shall on demand restore the Security
Deposit to its original amount. Landlord shall return any unapplied portion of
the Security Deposit to Tenant within 45 days after the

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later to occur of: (1) the determination of Tenant's Pro Rata Share of any Tax
Excess and Expense Excess for the final year of the Term: (2) the date Tenant
surrenders possession of the Premises to Landlord in accordance with this Lease;
or (3) the Termination Date. If Landlord transfers its interest in the Premises,
Landlord may assign the Security Deposit to the transferee and, following the
assignment, Landlord shall have no further liability for the return of the
Security Deposit. Landlord shall not be required to keep the Security Deposit
separate from its other accounts. Tenant hereby waives the provisions of Section
1950.7 of the California Civil Code, or any similar or successor Laws now or
hereinafter in effect.

      A part of the Security Deposit may be in the form of an irrevocable letter
of credit (the "Letter of Credit"), which Letter of Credit shall: (a) be in the
amount of $100,000.00; (b) be issued on the form attached hereto as Exhibit G;
(c) name Landlord as its beneficiary, and (d) be drawn on an FDIC insured
financial institution satisfactory to the Landlord. The Letter of Credit (and
any renewals or replacements thereof) shall be for a term of not less than 1
year. Tenant agrees that it shall from time to time, as necessary, whether as a
result of a draw on the Letter of Credit by Landlord pursuant to the terms
hereof or as a result of the expiration of the Letter of Credit then in effect,
renew or replace the original and any subsequent Letter of Credit so that a
Letter of Credit, in the amount required hereunder, is in effect until a date
which is at least 60 days after the Termination Date of the Lease. If Tenant
fails to furnish such renewal or replacement at least 60 days prior to the
stated expiration date of the Letter of Credit then held by Landlord, Landlord
may draw upon such Letter of Credit and hold the proceeds thereof (and such
proceeds need not be segregated) as a Security Deposit pursuant to the terms of
this Article VI. Any renewal or replacement of the original or any subsequent
Letter of Credit shall meet the requirements for the original Letter of Credit
as set forth above, except that such replacement or renewal shall be issued by
an FDIC insured financial institution satisfactory to the Landlord at the time
of the issuance thereof.

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

      Subject to the remaining terms of this Article VI, Tenant shall have the
right to reduce the amount of the Security Deposit so that the new Security
Deposit amounts will be as follows: (i) $80,000.00 effective as of April 1,
2003; (ii) $64,000.00 effective as of April 1, 2004; (iii) $51,200.00 effective
as of April 1, 2005; and (iv) $40,960.00 effective as of April 1, 2006. However,
notwithstanding anything to the contrary contained herein, if Tenant has been in
default under this Lease at any time prior to the effective date of any
reduction of the Security Deposit and Tenant has failed to cure such default
within any applicable cure period, then Tenant shall have no further right to
reduce the amount of the Security Deposit as described herein.

      Notwithstanding the foregoing to the contrary, in the event Tenant
maintains a minimum annual profit of $500,000.00 for 2 consecutive calendar
years, Tenant may provide to Landlord Tenant's then current financial statements
audited by an independent certified public accountant. Such financial statements
shall be prepared in accordance with generally accepted accounting principles
and, at a minimum, identify Tenant's annual revenues and operating profit
(exclusive of revenues and operating profit of Tenant's affiliates, subsidiaries
or other related companies). Should the financial statements for the then
current calendar year demonstrate to Landlord's satisfaction that Tenant's then
minimum annual profit is in excess of $500,000.00 in cash or other marketable
securities, Tenant shall no longer be required to provide that portion of the
Security Deposit covered by the Letter of Credit.

VII.  SERVICES TO BE FURNISHED BY LANDLORD.

      A.    Landlord agrees to furnish Tenant with the following services: (1)
            Water service for use in the lavatories on each floor on which the
            Premises are located; (2) Heat and air conditioning in season during
            Normal Business Hours, at such temperatures and in such amounts as
            are standard for comparable buildings or as required by governmental
            authority. Tenant, upon such advance notice as is reasonably
            required by Landlord, shall have the right to receive HVAC service
            during hours other than Normal Business Hours. Tenant shall pay
            Landlord the standard charge for the additional service as
            reasonably determined by Landlord from time to time; (3) Maintenance
            and repair of the Property as described in Section IX.B.; (4)
            Janitor service on Business Days. If Tenant's use, floor

                                       7
<PAGE>

            covering or other improvements require special services in excess of
            the standard services for the Building. Tenant shall pay the
            additional cost attributable to the special services; (5) Elevator
            service; (6) Electricity to the Premises for general office use, in
            accordance with and subject to the terms and conditions in Article
            X; and (7) such other services as Landlord reasonably determines are
            necessary or appropriate for the Property.

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

VIII. LEASEHOLD IMPROVEMENTS.

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

IX.   REPAIRS AND ALTERATIONS.

      A.    Tenant's Repair Obligations. Tenant shall, at its sole cost and
            expense, promptly perform all maintenance and repairs to the
            Premises that are not Landlord's express responsibility under this
            Lease, and shall keep the Premises in good condition and repair,
            reasonable wear and tear excepted. Tenant's repair obligations
            include, without limitation, repairs to: (1) floor covering; (2)
            interior partitions; (3) doors; (4) the interior side of demising
            walls; (5) electronic, phone and data cabling and related equipment
            (collectively', "Cable") that is installed by or for the exclusive
            benefit of Tenant and located in the Premises or other portions of
            the Building, (6) supplemental air conditioning units, private
            showers

                                       8
<PAGE>

            and kitchens, including hot water heaters, plumbing, and similar
            facilities serving Tenant exclusively; and (7) Alterations performed
            by contractors retained by Tenant, including related HVAC balancing.
            All work shall be performed in accordance with the rules and
            procedures described in Section IX.C. below. If Tenant fails to make
            any repairs to the Premises for more than 15 days after notice from
            Landlord (although notice shall not be required if there is an
            emergency), Landlord may make the repairs, and Tenant shall pay the
            reasonable cost of the repairs to Landlord within 30 days after
            receipt of an invoice, together with an administrative charge in an
            amount equal to 10% of the cost of the repairs.

      B.    Landlord's Repair Obligations. Landlord shall keep and maintain in
            good repair and working order and make repairs to and perform
            maintenance upon: (1) structural elements of the Building; (2)
            mechanical (including HVAC), electrical, plumbing and fire/life
            safety systems serving the Building in general (3) Common Areas; (4)
            the roof of the Building; (5) exterior windows of the Building; and
            (6) elevators serving the Building. Landlord shall promptly make
            repairs (considering the nature and urgency of the repair) for which
            Landlord is responsible. Tenant hereby waives any and all rights
            under and benefits of subsection 1 of Section 1932, and Sections
            1941 and 1942 of the California Civil Code, or any similar or
            successor Laws now or hereinafter in effect.

      C.    Alterations. Tenant shall not make alterations, additions or
            improvements to the Premises or install any Cable in the Premises or
            other portions of the Building (collectively referred to as
            "Alterations") without first obtaining the written consent of
            Landlord in each instance, which consent shall not be unreasonably
            withheld or delayed. However, Landlord's consent shall not be
            required for any Alteration that satisfies all of the following
            criteria (a "Cosmetic Alteration"): (1) is of a cosmetic nature such
            as painting, wallpapering, hanging pictures and installing
            carpeting; (2) is not visible from the exterior of the Premises or
            Building; (3) will not affect the systems or structure of the
            Building; and (4) does not require work to be performed inside the
            walls or above the ceiling of the Premises. However, even though
            consent is not required, the performance of Cosmetic Alterations
            shall be subject to all the other provisions of this Section IX.C.
            Prior to starting work, Tenant shall furnish Landlord with plans and
            specifications reasonably acceptable to Landlord; names of
            contractors reasonably acceptable to Landlord (provided that
            Landlord may designate specific contractors with respect to Building
            systems); copies of contracts; necessary permits and approvals;
            evidence of contractor's and subcontractor's insurance in amounts
            reasonably required by Landlord, and any security for performance
            that is reasonably required by Landlord. Changes to the plans and
            specifications must also be submitted to Landlord for its approval.
            Alterations shall be constructed in a good and workmanlike manner
            using materials of a quality that is at least equal to the quality
            designated by Landlord as the minimum standard for the Building.
            Landlord may designate reasonable rules, regulations and procedures
            for the performance of work in the Building and, to the extent
            reasonably necessary to avoid disruption to the occupants of the
            Building, shall have the right to designate the time when
            Alterations may be performed. Tenant shall reimburse Landlord within
            30 days after receipt of an invoice for sums paid by Landlord for
            third party examination of Tenant's plans for non-Cosmetic
            Alterations. In addition, within 30 days after receipt of an invoice
            from Landlord, Tenant shall pay Landlord a fee for Landlord's
            oversight and coordination of any non-Cosmetic Alterations equal to
            10% of the cost of the non-Cosmetic Alterations Upon completion,
            Tenant shall furnish "as-built" plans (except for Cosmetic
            Alterations), completion affidavits, full and final waivers of lien
            in recordable form, and receipted bills covering all labor and
            materials. Tenant shall assure that the Alterations comply with all
            insurance requirements and Laws. Landlord's approval of an
            Alteration shall not be a representation by Landlord that the
            Alteration complies with applicable Laws or will be adequate for
            Tenant's use.

X.    USE OF ELECTRICAL SERVICES BY TENANT.

      A.    Electricity used by Tenant in the Premises shall, at Landlord's
            option, be paid for by Tenant either: (1) through inclusion in
            Expenses (except as provided in Section X.B. for excess usage): (2)
            by a separate charge payable by Tenant to Landlord within 30 days
            after billing by Landlord, or (3) by separate charge billed by the
            applicable utility company and payable directly by Tenant Electrical

                                       9
<PAGE>

            service to the Premises may be furnished by one or more companies
            providing electrical generation, transmission and distribution
            services, and the cost of electricity may consist of several
            different components or separate charges for such services, such as
            generation, distribution and stranded cost charges. Landlord shall
            have the exclusive right to select any company providing electrical
            service to the Premises, to aggregate the electrical service for the
            Property and Premises with other buildings, to purchase electricity
            through a broker and/or buyers group and to change the providers and
            manner of purchasing electricity. Landlord shall be entitled to
            receive a fee (if permitted by Law) for the selection of utility
            companies and the negotiation and administration of contracts for
            electricity, provided that the amount of such fee shall not exceed
            50% of any savings obtained by Landlord.

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

XI.   ENTRY BY LANDLORD.

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

XII.  ASSIGNMENT AND SUBLETTING.

      A.    Except in connection with a Permitted Transfer (defined in Section
            XII.E. below), Tenant shall not assign, sublease, transfer or
            encumber any interest in this Lease or allow any third party to use
            any portion of the Premises (collectively or individually, a
            "Transfer") without the prior written consent of Landlord, which
            consent shall not be unreasonably withheld if Landlord does not
            elect to exercise its termination rights under Section XII.B below.
            Without limitation, it is agreed that Landlord's consent shall not
            be considered unreasonably withheld if: (1) the proposed
            transferee's financial condition does not meet the criteria Landlord
            uses to select Building tenants having similar leasehold
            obligations; (2) the proposed transferee's business is not suitable
            for the Building considering the business of the other tenants and
            the Building's prestige, or would result in a violation of another
            tenant's rights; (3) the proposed transferee is a governmental
            agency or occupant of the Building or Property; (4) Tenant is in
            default after the expiration of the notice and cure periods in this
            Lease; or (5) any portion of the Building or Premises would likely
            become subject to additional or different Laws as a consequence of
            the proposed Transfer. Tenant shall not be entitled to receive
            monetary damages based upon a claim that Landlord unreasonably
            withheld its consent to a proposed Transfer and Tenant's sole remedy
            shall be an action to enforce any such provision through specific
            performance or declaratory judgment. Tenant hereby waives the
            provisions of Section 1995.310 of the California Civil Code, or any
            similar or successor Laws, now or hereinafter in effect, and all
            other remedies, including, without limitation, any right at law or
            equity to terminate this Lease, on its own behalf and, to the extent
            permitted under all applicable Laws, on behalf of the proposed
            transferee. Any attempted Transfer in violation of this Article
            shall, at Landlord's option, be void. Consent by Landlord to one or
            more Transfer(s) shall not operate as a waiver of Landlord's rights
            to

                                       10
<PAGE>

            approve any subsequent Transfers. In no event shall any Transfer or
            Permitted Transfer release or relieve Tenant from any obligation
            under this Lease.

      B.    As part of its request for Landlord's consent to a Transfer, Tenant
            shall provide Landlord with financial statements for the proposed
            transferee, a complete copy of the proposed assignment, sublease and
            other contractual documents and such other information as Landlord
            may reasonably request. Landlord shall, by written notice to Tenant
            within 30 days of its receipt of the required information and
            documentation either: (1) consent to the Transfer by the execution
            of a consent agreement in a form reasonably designated by Landlord
            or reasonably refuse to consent to the Transfer in writing; or (2)
            exercise its right to terminate this Lease with respect to the
            portion of the Premises that Tenant is proposing to assign or
            sublet. Any such termination shall be effective on the proposed
            effective date of the Transfer for which Tenant requested consent.
            Tenant shall pay Landlord a review fee of $1,250.00 for Landlord's
            review of any Permitted Transfer or requested Transfer, provided if
            Landlord's actual reasonable costs and expenses (including
            reasonable attorney's fees) exceed $1,250.00, Tenant shall reimburse
            Landlord for its actual reasonable costs and expenses in lieu of a
            fixed review fee.

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

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

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

XIII. LIENS.

      Tenant shall not permit mechanic's or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for benefit of Tenant. If a lien is so
placed, Tenant shall, within 10 days of notice from Landlord of the filing of
the lien, fully discharge the lien by settling the claim which resulted in the
lien or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law. If Tenant fails to discharge the lien, then, in addition to
any other right or remedy of Landlord, Landlord may bond or insure over the lien
or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount
paid by Landlord to bond or insure over the

                                       11
<PAGE>

lien or discharge the lien, including, without limitation, reasonable attorneys'
fees (if and to the extent permitted by Law) within 30 days after receipt of an
invoice from Landlord

XIV.     INDEMNITY AND WAIVER OF CLAIMS.

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

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

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

XV.      INSURANCE.

         Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense: (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business Interruption Insurance, including flood and earthquake,
written at replacement cost value and with a replacement cost endorsement
covering all of Tenant's trade fixtures, equipment, furniture and other personal
property within the Premises ("Tenant's Property"); (3) Workers' Compensation
Insurance as required by the state in which the Premises is located and in
amounts as may be required by applicable statute; and (4) Employers Liability
Coverage of at least $1,000,000.00 per occurrence. Any company writing any of
Tenant's Insurance shall have an A.M. Best rating of not less than A-VIII. All
Commercial General Liability Insurance policies shall name Tenant as a named
insured and Landlord (or any successor), Equity Office Properties Trust, a
Maryland real estate investment trust, EOP Operating Limited Partnership, a
Delaware limited partnership, Equity Office Properties Management Corp., a
Delaware corporation, and their respective members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and other designees of
Landlord as the interest of such designees shall appear, as additional insureds.
All policies of Tenant's Insurance shall contain endorsements that the
insurer(s) shall give Landlord and its designees at least 30 days' advance
written notice of any change, cancellation, termination or lapse of insurance.
Tenant shall provide Landlord with a certificate of insurance evidencing
Tenant's Insurance prior to the earlier to occur of the Commencement Date or the
date Tenant is provided with possession of the Premises for any reason, and upon
renewals at least 15 days prior to the expiration of the insurance coverage. So
long as the same is

                                       12

<PAGE>

available at commercially reasonable rates, Landlord shall maintain so called
All Risk property insurance on the Building at replacement cost value, as
reasonably estimated by Landlord. Except as specifically provided to the
contrary, the limits of either party's insurance shall not limit such party's
liability under this Lease.

XVI.     SUBROGATION.

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

XVII.    CASUALTY DAMAGE.

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

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

         C.       The provisions of this Lease, including this Article XVII,
                  constitute an express agreement between Landlord and Tenant
                  with respect to any and all damage to or destruction of, all
                  or any part of the Premises or the Property, and any Laws
                  including, without limitation, Sections 1932(2) and 1933(4) of
                  the California Civil

                                       13
<PAGE>

                  Code, with respect to any rights or obligations concerning
                  damage or destruction in the absence of an express agreement
                  between the parties, and any similar or successor Laws now or
                  hereinafter in effect, shall have no application to this Lease
                  or any damage or destruction to all or any part of the
                  Premises or the Property.

XVIII.   CONDEMNATION.

         Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Property which would leave the remainder of
the Building unsuitable for use as an office building in a manner comparable to
the Building's use prior to the Taking. In order to exercise its right to
terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating
party first receives notice of the Taking. Any such termination shall be
effective as of the date the physical taking of the Premises or the portion of
the Building or Property occurs. If this Lease is not terminated, the Rentable
Square Footage of the Building, the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted. In
addition, Rent for any portion of the Premises taken or condemned shall be
abated during the unexpired Term of this Lease effective when the physical
taking of the portion of the Premises occurs. All compensation awarded for a
Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant. However,
Tenant may file a separate claim at its sole cost and expense for Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not diminish the award which would otherwise be receivable by
Landlord. Tenant hereby waives any and all rights it might otherwise have
pursuant to Section 1265.130 of the California Code of Civil Procedure, or any
similar or successor Laws.

XIX.     EVENTS OF DEFAULT.

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

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

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

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

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

         E.       In the case of any ground floor or retail Tenant, Tenant does
                  not take possession of, or abandons or vacates all or any
                  portion of the Premises.

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

                                       14
<PAGE>

XX.      REMEDIES.

         A.       Upon the occurrence of any event or events of default under
                  this Lease, whether enumerated in Article XIX or not. Landlord
                  shall have the option to pursue any one or more of the
                  following remedies without any notice (except as expressly
                  prescribed herein) or demand whatsoever (and without limiting
                  the generality of the foregoing, Tenant hereby specifically
                  waives notice and demand for payment of Rent or other
                  obligations, except for those notices specifically required
                  pursuant to the terms of Article XIX or this Article XX, and
                  waives any and all other notices or demand requirements
                  imposed by applicable law):

                  1.       Terminate this Lease and Tenant's right to possession
                           of the Premises and recover from Tenant an award of
                           damages equal to the sum of the following:

                           (a)      The Worth at the Time of Award of the unpaid
                                    Rent which had been earned at the time of
                                    termination;

                           (b)      The Worth at the Time of Award of the amount
                                    by which the unpaid Rent which would have
                                    been earned after termination until the time
                                    of award exceeds the amount of such Rent
                                    loss that Tenant affirmatively proves could
                                    have been reasonably avoided;

                           (c)      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 such Rent loss that Tenant
                                    affirmatively proves could be reasonably
                                    avoided;

                           (d)      Any other amount necessary to compensate
                                    Landlord for all the detriment either
                                    proximately caused by Tenant's failure to
                                    perform Tenant's obligations under this
                                    Lease or which in the ordinary course of
                                    things would be likely to result therefrom;
                                    and

                           (e)      All such other amounts in addition to or in
                                    lieu of the foregoing as may be permitted
                                    from time to time under applicable law.

                           The "Worth at the Time of Award" of the amounts
                           referred to in parts (a) and (b) above, shall be
                           computed by allowing interest at the lesser of a per
                           annum rate equal to: (i) the greatest per annum rate
                           of interest permitted from time to time under
                           applicable law, or (ii) the Prime Rate plus 5%. For
                           purposes hereof, the "Prime Rate" shall be the per
                           annum interest rate publicly announced as its prime
                           or base rate by a federally insured bank selected by
                           Landlord in the State of California. The "Worth at
                           the Time of Award" of the amount referred to in part
                           (c), above, shall be computed by discounting such
                           amount at the discount rate of the Federal Reserve
                           Bank of San Francisco at the time of award plus 1%;

                  2.       Employ the remedy described in California Civil Code
                           Section 1951.4 (Landlord may continue this Lease in
                           effect after Tenant's breach and abandonment and
                           recover Rent as it becomes due, if Tenant has the
                           right to sublet or assign, subject only to reasonable
                           limitations); or

                  3.       Notwithstanding Landlord's exercise of the remedy
                           described in California Civil Code Section 1951.4 in
                           respect of an event or events of default, at such
                           time thereafter as Landlord may elect in writing, to
                           terminate this Lease and Tenant's right to possession
                           of the Premises and recover an award of damages as
                           provided above in Paragraph XX.A.1.

         B.       The subsequent acceptance of Rent hereunder by Landlord shall
                  not be deemed to be a waiver of any preceding breach by Tenant
                  of any term, covenant or condition of this Lease, other than
                  the failure of Tenant to pay the particular Rent so accepted,
                  regardless of Landlord's knowledge of such preceding breach at
                  the time of acceptance of such Rent. No waiver by Landlord of
                  any breach hereof shall be effective unless such waiver is in
                  writing and signed by Landlord.

         C        TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION
                  3275 OF THE CIVIL CODE OF CALIFORNIA AND BY

                                       15
<PAGE>

                  SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE Of
                  CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM
                  TIME TO TIME IN EFFECT DURING THE LEASE TERM PROVIDING THAT
                  TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE
                  THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT'S
                  BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT
                  PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION
                  ARISING OUT OF OR RELATING TO THIS LEASE.

         D.       No right or remedy herein conferred upon or reserved to
                  Landlord is intended to be exclusive of any other right or
                  remedy, and each and every right and remedy shall be
                  cumulative and in addition to any other right or remedy given
                  hereunder or now or hereafter existing by agreement,
                  applicable law or in equity. In addition to other remedies
                  provided in this Lease, Landlord shall be entitled, to the
                  extent permitted by applicable law, to -injunctive relief, or
                  to a decree compelling performance of any of the covenants,
                  agreements, conditions or provisions of this Lease, or to any
                  other remedy allowed to Landlord at law or in equity.
                  Forbearance by Landlord to enforce one or more of the remedies
                  herein provided upon an event of default shall not be deemed
                  or construed to constitute a waiver of such default.

         E.       If Tenant is in default, then, to the extent permitted by Law,
                  Landlord shall be entitled to receive interest on any unpaid
                  item of Rent at a rate equal to the lesser of the maximum rate
                  permitted by Law or the Prime Rate plus 4% per annum. For
                  purposes hereof, the "Prime Rate" shall be the per annum
                  interest rate publicly announced as its prime or base rate by
                  a federally insured bank selected by Landlord in the state in
                  which the Building is located.

         F.       This Article XX shall be enforceable to the maximum extent
                  such enforcement is not prohibited by applicable law, and the
                  unenforceability of any portion thereof shall not thereby
                  render unenforceable any other portion.

XXI.     LIMITATION OF LIABILITY.

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

XXII.    NO WAIVER.

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

XXIII.   QUIET ENJOYMENT.

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

XXIV.    RELOCATION.

         Landlord, at its expense, at any time before or during the Term, may
relocate Tenant from the Premises to reasonably comparable space ("Relocation
Space") within the Building or adjacent buildings within the same project upon
60 days' prior written notice to Tenant. From

                                       16
<PAGE>

and after the date of the relocation, "Premises' shall refer to the Relocation
Space into which Tenant has been moved and the Base Rent and Tenant's Pro Rata
Share shall be adjusted based on the rentable square footage of the Relocation
Space Landlord shall pay Tenant's reasonable costs for moving Tenant's furniture
and equipment and printing and distributing notices to Tenant's customers of
Tenant's change of address and one month's supply of stationery showing the new
address.

XXV.     HOLDING OVER.

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

XXVI.    SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

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

XXVII.   ATTORNEYS' FEES.

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

XXVIII.  NOTICE.

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

                                       17
<PAGE>

described above. Either party may, at any time, change its Notice Address (other
than to a post office box address) by giving the other party written notice of
the new address in the manner described in this Article.

XXIX.    EXCEPTED RIGHTS.

         This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself the use of: (1)
roofs, (2) telephone, electrical and janitorial closets. (3) equipment rooms,
Building risers or similar areas that are used by Landlord for the provision of
Building services, (4) rights to the land and improvements below the floor of
the Premises, (5) the improvements and air rights above the Premises, (6) the
improvements and air rights outside the demising walls of the Premises, and (7)
the areas within the Premises used for the installation of utility lines and
other installations serving occupants of the Building. Landlord has the right to
change the Building's name or address. Landlord also has the right to make such
other changes to the Property and Building as Landlord deems appropriate,
provided the changes do not materially affect Tenant's ability to use the
Premises for the Permitted Use. Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably determines
that there is an imminent danger of significant damage to the Building or of
personal injury to Landlord's employees or the occupants of the Building. The
circumstances under which Landlord may temporarily close the Building shall
include, without limitation, electrical interruptions, hurricanes and civil
disturbances. A closure of the Building under such circumstances shall not
constitute a constructive eviction nor entitle Tenant to an abatement or
reduction of Rent.

XXX.     SURRENDER OF PREMISES.

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

XXXI.    MISCELLANEOUS.

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

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

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

         D.       Whenever a period of time is prescribed for the taking of an
                  action by Landlord or Tenant, the period of time for the
                  performance of such action shall be extended by the number of
                  days that the performance is actually delayed due to strikes,
                  acts of God, shortages of labor or materials, war, civil
                  disturbances and other causes beyond the reasonable control of
                  the performing party ("Force Majeure"). However, events of
                  Force Majeure shall not extend any period of time for the
                  payment of Rent or other sums payable by either party or any
                  period of time for the written exercise of an option or right
                  by either party.

                                       18
<PAGE>

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

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

                  Equity Office Properties Management Corp. ("EOPMC") is an
                  affiliate of Landlord and represents only the Landlord in this
                  transaction. Any assistance rendered by any agent or employee
                  of EOPMC in connection with this Lease or any subsequent
                  amendment or modification hereto has been or will be made as
                  an accommodation to Tenant solely in furtherance of
                  consummating the transaction on behalf of Landlord, and not as
                  agent for Tenant.

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

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

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

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

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

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

                                       19
<PAGE>

         M.       This Lease shall be subject and subordinate to, and Tenant
                  agrees to perform and comply with, the terms, conditions and
                  provisions of all documents of record now or hereafter entered
                  into affecting the Building and the Property.

XXXII.   ENTIRE AGREEMENT.

         This Lease, including the following exhibits and attachments which are
hereby incorporated into and made a part of this Lease, constitute the entire
agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: EXHIBIT A (Outline and Location of Premises),
EXHIBIT B (Building Rules and Regulations), EXHIBIT C (Intentionally omitted),
EXHIBIT D (Work Letter), EXHIBIT E (Additional Provisions), EXHIBIT F (Parking
Agreement) and EXHIBIT G (Form of Letter of Credit).

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

                                  LANDLORD:

                                  EOP-OAKBROOK PLAZA LAGUNA, L.L.C., a Delaware
                                  limited liability company

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

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

                                          By: /s/ Robert E. Dezzutti
                                              ---------------------------------
                                          Name: Robert E. Dezzutti
                                          Title: Senior Vice President

                                  TENANT:

                                  ELIBERATION.COM CORPORATION, a Delaware
                                  corporation

                                  By: /s/ HEATH CLARKE
                                      -----------------------------------
                                  Name: H. CLARKE
                                  Title: CEO

                                  TENANT:

                                  ELIBERATION.COM CORPORATION, a Delaware
                                  corporation

                                  By: /s/ [ILLEGIBLE]
                                      -----------------------------------
                                  Name: [ILLEGIBLE]
                                  Title: CFO

                                       20