EXHIBIT 10.10


                              BERNAL CORPORATE PARK







                                  OFFICE LEASE

                                     BETWEEN

                 THE ROBISON FAMILY TRUST DATED OCTOBER 30, 1989

                                  ("LANDLORD")

                                       AND

                                BRIDGEBANK N.A.,
                       a federally chartered national bank

                                   ("TENANT")


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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE 1 TERM................................................................1
ARTICLE 2 POSSESSION..........................................................2
ARTICLE 3 RENT................................................................3
ARTICLE 4 RENTAL ADJUSTMENT...................................................4
ARTICLE 5 SECURITY DEPOSIT....................................................8
ARTICLE 6 USE.................................................................9
ARTICLE 7 NOTICES............................................................10
ARTICLE 8 BROKERS............................................................10
ARTICLE 9 HOLDING OVER; SURRENDER............................................11
ARTICLE 10 TAXES ON TENANT'S PROPERTY........................................11
ARTICLE 11 CONDITION OF PREMISES.............................................12
ARTICLE 12 ALTERATIONS.......................................................12
ARTICLE 13 REPAIRS...........................................................13
ARTICLE 14 LIENS.............................................................15
ARTICLE 15 ENTRY BY LANDLORD AND RESERVED RIGHTS OF LANDLORD.................15
ARTICLE 16 UTILITIES AND SERVICES............................................16
ARTICLE 17 BANKRUPTCY........................................................17
ARTICLE 18 INDEMNIFICATION...................................................17
ARTICLE 19 DAMAGE TO TENANT'S PROPERTY.......................................18
ARTICLE 20 TENANT'S INSURANCE................................................18
ARTICLE 21 DAMAGE OR DESTRUCTION.............................................20
ARTICLE 22 EMINENT DOMAIN....................................................23
ARTICLE 23 DEFAULTS AND REMEDIES.............................................24
ARTICLE 24 ASSIGNMENT AND SUBLETTING.........................................27
ARTICLE 25 SUBORDINATION; MORTGAGEE PROTECTION...............................28
ARTICLE 26 ESTOPPEL CERTIFICATE..............................................29
ARTICLE 27 SIGNAGE...........................................................30
ARTICLE 28 RULES AND REGULATIONS.............................................31
ARTICLE 29 CONFLICT OF LAWS..................................................31
ARTICLE 30 SUCCESSORS AND ASSIGNS............................................31
ARTICLE 31 SURRENDER OF PREMISES.............................................31
ARTICLE 32 ATTORNEYS' FEES...................................................31
ARTICLE 33 PERFORMANCE BY TENANT.............................................32
ARTICLE 34 MORTGAGEE PROTECTION..............................................32
ARTICLE 35 DEFINITION OF LANDLORD............................................32
ARTICLE 36 WAIVER............................................................32
ARTICLE 37 IDENTIFICATION OF TENANT..........................................33
ARTICLE 38 PARKING...........................................................33
ARTICLE 39 TERMS AND HEADINGS................................................34
ARTICLE 40 EXAMINATION OF LEASE..............................................34
ARTICLE 41 TIME..............................................................34


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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE 42 PRIOR AGREEMENT:  AMENDMENTS......................................34
ARTICLE 43 SEPARABILITY......................................................34
ARTICLE 44 RECORDING.........................................................34
ARTICLE 45 CONSENTS..........................................................35
ARTICLE 46 LIMITATION ON LIABILITY...........................................35
ARTICLE 47 RIDERS............................................................35
ARTICLE 48 EXHIBITS..........................................................36
ARTICLE 49 MODIFICATION FOR LENDER; FINANCIAL INFORMATION....................36
ARTICLE 50 PROJECT PLANNING..................................................36
ARTICLE 51 HAZARDOUS MATERIALS...............................................37
ARTICLE 52 COUNTERPARTS......................................................38
ARTICLE 53 FORCE MAJEURE.....................................................38
ARTICLE 54 WAIVER OF RIGHT TO JURY TRIAL.....................................34
ARTICLE 55 OPTION TO RENEW...................................................35



















                                       ii


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                                LIST OF EXHIBITS



EXHIBIT A                                   The Premises

EXHIBIT A-1                                 The Project

EXHIBIT B                                   Work Letter

EXHIBIT C                                   Standards for Utilities and Services

EXHIBIT D                                   Rules and Regulations

EXHIBIT E                                   Parking Rules and Regulations

EXHIBIT F                                   Commencement Date Memorandum

The exhibits attached hereto are incorporated into and made a part of this
Lease.

















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                              BERNAL CORPORATE PARK
                                SYCAMORE TERRACE

         THIS LEASE is made as of April __, 2006 for reference purposes only and
is entered into by and between THE ROBISON  FAMILY TRUST DATED  OCTOBER 30, 1989
("Landlord"),   and  BRIDGEBANK  N.A.,  a  federally   chartered  national  bank
("Tenant").

         Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
Suite Number 135 (the "Premises") outlined on the floor plan attached hereto and
marked EXHIBIT A, the Premises being agreed,  for the purposes of this Lease, to
have an area of  approximately  1,639 rentable square feet and being situated on
the first  floor of that  certain  office  building  located at 6601 Koll Center
Parkway,  Pleasanton,  California (the  "Building"),  and part of a one building
complex  (the  "Project")  more  particularly  described in EXHIBIT A-1 attached
hereto.  The Project  contains  approximately  sixty nine  thousand five hundred
eighty eight (69,588) square feet of space.

         Landlord  and  Tenant  agree that said  letting  and hiring is upon and
subject  to the  terms,  covenants  and  conditions  herein  set  forth.  Tenant
covenants,  as a material part of the  consideration for this Lease, to keep and
perform each and all of said terms, covenants and conditions for which Tenant is
liable and that this Lease is made upon the condition of such performance.

         Prior to the commencing of the term of this Lease, Landlord shall cause
the  Premises to be improved by the Tenant  Improvements  described  in the Work
Letter marked  EXHIBIT B attached  hereto.  Except as expressly  provided to the
contrary in this Lease,  Landlord shall not be required to make any expenditure,
incur  any  obligation,  or  incur  any  liability  of any  kind  whatsoever  in
connection with the Lease or the ownership, construction, maintenance, operation
or repair of the Premises or the Project.

                                    ARTICLE 1
                                      TERM

         1.1 COMMENCEMENT DATE. The term of this Lease shall be for FORTY-ONE
(41) MONTHS unless sooner terminated as hereinafter provided, commencing on the
date which is the earlier of:

                  (a) the date on which the Premises are Substantially  Complete
(as hereinafter defined); or

                  (b) the date that Tenant opens for business in the Premises;

                  (or, at Landlord's election, upon the first day of the first
full month following the earlier to occur of (a) or (b) above).

                  The Premises shall be deemed to be "Substantially Complete" on
the earliest of the date on which: (1) Landlord files or causes to be filed with
the City of  Pleasanton  (the  "City"),  if required,  and delivers to Tenant an


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architect's notice of substantial completion, or similar written notice that the
Premises  are  substantially  complete  (and the Tenant  Improvements  have been
substantially  completed),  (2) Tenant first  occupies all or any portion of the
Premises,  or  (3) a  certificate  of  occupancy  (or a  reasonably  substantial
equivalent  such  as  a  signoff  from  a  building  inspector  or  a  temporary
certificate of occupancy) is issued for the Premises.

                  1.1.1 The date that the Lease  commences  in  accordance  with
this Article 1 shall be referred to herein as the "Commencement Date". If either
of the events described in Paragraph 1.1 (a) or (b) occurs on the first day of a
month, that date shall be the Commencement Date of this Lease.

                  1.1.2 On and  after the  Commencement  Date,  the Lease  shall
continue in full force and effect for the period of time  specified  as the Term
or until this Lease is terminated as otherwise  provided herein.  As soon as the
Commencement  Date is  determined,  Tenant  shall  execute a  Commencement  Date
Memorandum in the form attached hereto as Exhibit F  acknowledging,  among other
things, the (a) Commencement Date, (b) scheduled  termination date of this Lease
and (c) Tenant's acceptance of the Premises. The Tenant's failure to execute the
Commencement Date Memorandum shall not affect Tenant's liability hereunder.

                  1.1.3  Reference  in this Lease to a "Lease  Year"  shall mean
each successive twelve month period commencing with the Commencement Date.

                  1.1.4 Landlord and Tenant estimate that the Commencement  Date
shall be six (6) weeks  after  mutual  execution  and  delivery of this Lease by
Landlord  and Tenant,  but such  estimate is not and shall not be deemed to be a
representation or warranty by Landlord that Premises shall be ready for Tenant's
occupancy on such date.

                  1.1.5 Landlord shall provide Tenant with limited access to the
Premises at such times as may be designated by Landlord in light of construction
work by Landlord in the  Premises  for a period of  approximately  two (2) weeks
prior to the date which Landlord anticipates being the Commencement Date for the
sole purpose of permitting Tenant to ready the Premises for Tenant's  occupancy,
so that Tenant's  access does not interfere  with the  performance of Landlord's
work in the Premises.  Tenant's access to the Premises during the period of time
prior to the  Commencement  Date shall be subject to all the  provisions of this
Lease  (including the Rules and Regulations and such other rules and regulations
as  Landlord  may  reasonably  impose),  other than the  payment of Rent and the
expiration  date of the Lease  shall not be advanced by such access by Tenant of
the Premises  prior to the  Commencement  Date.  Tenant shall not interfere with
Landlord's performance of Landlord's work in the Premises.

                                    ARTICLE 2
                                   POSSESSION

         2.1 LEASE IN FULL FORCE AND EFFECT;  TERMINATION  RIGHT.  Tenant agrees
that,  if Landlord is unable to deliver  possession of the Premises to Tenant on
the anticipated Commencement Date, this Lease shall not be void or voidable, nor
shall Landlord be liable to Tenant for any loss or damage  resulting  therefrom,


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<PAGE>


but in such  event the Term of this  Lease  shall not  commence  until  Landlord
tenders  possession  of the  Premises  to Tenant  with the  Tenant  Improvements
substantially  completed or Tenant opens for  business in the  Premises.  If the
Commencement  Date does not  commence by ninety (90) days after the  anticipated
Commencement  Date (the "Cut-Off  Date"),  Tenant may, as its sole and exclusive
remedy in  connection  therewith,  terminate  this Lease by  providing  Landlord
written  notice thereof on or three (3) business days after the Cut-Off Date, in
which event neither  Landlord nor Tenant shall have any liability  hereunder and
Landlord  shall  return to Tenant the  Security  Deposit and any prepaid  rents;
provided  however,  that any  delay  caused  by Force  Majeure  (as  hereinafter
defined)  or Delays  Caused by Tenant  (as  defined in the Work  Letter),  shall
result in a day-for-day extension of the Cut-Off Date.

         2.2. ACCEPTANCE BY TENANT.  Tenant has determined that the Premises are
acceptable for Tenant's use and Tenant  acknowledges  that neither  Landlord nor
any broker or agent has made any  representations  or  warranties  in connection
with the physical  condition  of the Premises or their  fitness for Tenant's use
upon which Tenant has relied  directly or indirectly for any purpose.  Except as
expressly provided to the contrary in this Lease, Landlord shall not be required
to make any  expenditure,  incur any  obligation,  or incur any liability of any
kind  whatsoever in connection  with this Lease or the ownership,  construction,
maintenance,  operation  or  repair of the  Premises  or the  Project.  Tenant's
possession  of the  Premises  during  the period of time,  if any,  prior to the
Commencement  Date,  shall be  subject to all the  provisions  of this Lease and
shall not advance the expiration date. Rent shall be paid for such period at the
rate stated in Article 3, prorated on the basis of a thirty (30) day month,  and
shall be due and payable to Landlord on or before the Commencement Date.

                                    ARTICLE 3
                                      RENT

         3.1 RENT.  Tenant shall pay to Landlord,  in lawful money of the United
States of America,  at the address of Landlord  designated on the signature page
of this Lease or to such other  person or at such other  place as  Landlord  may
from time to time designate in writing,  the monthly base rent (the "Base Rent")
in advance,  without notice,  demand,  offset or deduction,  on the first day of
each  calendar  month.  Tenant shall pay the first month's Base Rent on the date
Tenant executes this Lease, and shall continue to pay the Base Rent on the first
day of each month thereafter (subject to adjustment as hereinafter  provided) as
follows:

         MONTHS OF TERM                   BASE RENT/PER MONTH

         1 - 5                            $0.00

         6 - 17                           $3,851.65

         18 - 29                          $3,933.60

         30 - 41                          $4,015.55


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If the Term  commences  or ends on a date  other than the first or last day of a
month,  Base Rent  shall be  prorated  on the basis of a thirty  (30) day month.
Tenant shall pay Landlord the Rent (as hereinafter defined) due under this Lease
without  any  deduction  or  offset   whatsoever  by  Tenant,   foreseeable   or
unforeseeable.

         3.2 ADDITIONAL RENT. In addition to the Base Rent, Tenant agrees to pay
as additional rental (the "Additional Rent" and together with the Base Rent, the
"Rent") the amount of rental  adjustments and all other charges required by this
Lease.  All sums other than the Base Rent that Tenant is  obligated to pay under
this Lease will be Additional  Rent,  whether or not such sums are designated as
Additional Rent.

         3.3 LATE CHARGE AND INTEREST.  Tenant  acknowledges and agrees that the
late  payment  of any  Rent  will  cause  Landlord  to incur  additional  costs,
including   administration  and  collection  costs,  processing  and  accounting
expenses,  and increased debt service (the "Delinquency Costs"). If Landlord has
not received any  installment  of Rent when due,  Tenant shall pay a late charge
(the "Late Charge") equal to seven and one-half percent (7.5%) of the delinquent
amount;  provided,  however, that provide that no Event of Default has occurred,
no such Late  Charge  shall be payable  for the first time in each  twenty  (24)
calendar  months  if such  installment  of Rent is  received  within  three  (3)
business days after  written  notice from  Landlord  requiring  payment of Rent.
Tenant  agrees  that the Late Charge  represents  a  reasonable  estimate of the
Delinquency Costs that will be incurred by Landlord.  In addition,  Tenant shall
pay interest on all delinquent amounts from the date which is three (3) business
days after written notice from Landlord requiring payment of Rent until the date
the amount is paid in full at a rate per annum (the "Applicable  Interest Rate")
equal to the lesser of (a) the maximum  interest  rate  permitted  by law or (b)
five percent  (5%) above the  reference  rate (the  "Reference  Rate")  publicly
announced by Bank of America,  NA. (or if Bank of America,  NA. ceases to exist,
the largest bank then headquartered in the State of California) (the "Bank"). If
the Bank  discontinues use of the Reference Rate, then the term "Reference Rate"
will mean the announced  rate charged by the Bank,  from time to time instead of
the Reference Rate.  Landlord and Tenant agree that it is difficult to ascertain
the damage that Landlord will suffer as a result of the late payment of any Rent
and that the Late Charge and interest are the best  estimates of the damage that
Landlord  will suffer in the event of late  payment.  If a Late  Charge  becomes
payable  for any two (2)  installments  of Rent  within  any  twelve  (12) month
period,  then all Rent will  automatically  become due and payable  quarterly in
advance.

                                    ARTICLE 4
                                RENTAL ADJUSTMENT

         4.1      RENTAL ADJUSTMENT.

         (a) For the purpose of this Lease,  the following  terms are defined as
follows:

                  (i) TENANT'S PERCENTAGE.  That portion of the Project occupied
by Tenant  divided by the total rentable  square  footage of the Project,  which
result is the following: 2.355%. If the Project is less than ninety-five percent
(95%) occupied during any calendar year of the term, an adjustment shall be made
in computing the Direct  Expenses for such year so that Direct Expenses shall be
computed as though the Project were ninety-five percent (95%) occupied.


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                  (ii)  DIRECT  EXPENSES  BASE.  The  amount  of  annual  Direct
Expenses that Landlord has included in the Base Rent, which is equal to Tenant's
Percentage of the Direct Expenses  incurred by Landlord in calendar year 2006 as
adjusted pursuant to Section 4.1(a)(i) above.

                  (iii)  DIRECT  EXPENSES.  The  term  "Direct  Expenses"  shall
include   "Taxes"  (as  hereinafter   defined)  and  "Operating   Expenses"  (as
hereinafter defined).

                           (A)  "Taxes"  means  the sum of any and all  real and
personal property taxes and assessments (excluding
those  assessments  described  in  Section  4.1(a)(iii)(C))  possessory-interest
taxes, business or license taxes or fees, service payments in lieu of such taxes
or fees,  annual or periodic license or use fees,  excises,  transit and traffic
charges, housing fund assessments,  open space charges,  childcare fees, school,
sewer and parking  fees or any other  assessments,  levies,  fees,  exactions or
charges, general and special, ordinary and extraordinary,  unforeseen as well as
foreseen  (including  fees  "in-lieu" of any such tax or  assessment)  which are
assessed, levied, charged, conferred or imposed by any public authority upon the
Project (or any real property comprising any portion thereof) or its operations,
together  with all  taxes,  assessments  or other  fees  imposed  by any  public
authority  upon or  measured  by any Rent or other  charges  payable  hereunder,
including  any gross  receipts  tax or  excise  tax  levied by any  governmental
authority with respect to receipt of rental income,  or upon, with respect to or
by  reason  of the  development,  possession,  leasing,  operation,  management,
maintenance,  alteration,  repair, use or occupancy by Tenant of the Premises or
any portion thereof, or documentary  transfer taxes upon this transaction or any
document to which Tenant is a party creating or  transferring an interest in the
Premises,  together with any tax imposed in substitution,  partially or totally,
of any tax previously included within the aforesaid definition or any additional
tax the nature of which was previously included within the aforesaid definition,
together  with any and all costs and expenses  (including,  without  limitation,
attorneys,  administrative and expert witness fees and costs) of challenging any
of the foregoing or seeking, the reduction in or abatement, redemption or return
of any  of  the  foregoing,  but  only  to the  extent  of any  such  reduction,
abatement,  redemption  or return.  All  references to Taxes during a particular
year  shall be deemed to refer to taxes  accrued  during  such  year,  including
supplemental tax bills regardless of when they are actually assessed and without
regard  to when such  taxes are  payable.  The  obligation  of Tenant to pay for
supplemental  taxes shall survive the expiration or earlier  termination of this
Lease. In no event shall Tenant or any Tenant Party (as hereinafter  defined) be
entitled to file any property tax assessment  appeal.  Tenant's  obligations for
Taxes for the last full  and/or  partial  year(s) of the Term shall  survive the
expiration or early termination of the Lease.

                           (B) "Operating Expenses" means the total costs and
expenses incurred by Landlord in the operation, maintenance, repair and
management of the Project, the Common Area and the Building, including, but not
limited to, (a) repairs to and maintenance of the roof (and roof membrane),
skylights and exterior walls of the Building; (b) cleaning, maintenance, repair,
replacement, utility costs and landscaping of the entrances, lobbies and other
public areas of the Building, walkways, landscaped areas, driveways necessary


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for access to the Premises, parking areas (including sweeping, striping and
slurry coating), and other common facilities designated by Landlord from time to
time for the common use of all tenants of the Project (the "Common Area"),
common driveways, outdoor lighting, walkways, landscaping, and other costs which
are allocable to the Project or the real property of which the Premises are a
part including any costs under the terms of any recorded covenants affecting the
real property or the Project; (c) the costs and premiums relating to the
insurance maintained by Landlord with respect to the Project, including, without
limitation, Landlord's cost of any self insurance deductible or retention,
provided, however, that if Landlord obtains earthquake insurance (it being
understood that Landlord shall not be obligated hereunder to obtain the same),
then only such deductible or retention amount for such earthquake insurance in
an amount not to exceed $10,000 per year ("Earthquake Cap"); (d) service and
maintenance contracts for, and the repair and replacement of, the heating,
ventilation and air-conditioning (HVAC) systems and elevators, if any, and
maintenance, repair, replacement, monitoring and operation of the fire/life
safety system, (e) service and maintenance contracts for security, cleaning,
janitorial and landscaping services; (f) trash collection (g) all wage and labor
costs, including fringe benefits, applicable to persons engaged in the
operation, maintenance and repair of the Project as Landlord's agents or as
independent contractors; (h) capital improvements made to or capital assets
acquired for the Project after the Commencement Date that (1) are intended to
reduce Operating Expenses or (2) are reasonably necessary for the health and
safety of the occupants of the Project or (3) are required under any and all
applicable laws, statutes, codes, ordinances, orders, rules, regulations,
conditions of approval and requirements of all federal, state, county, municipal
and governmental authorities and all administrative or judicial orders or
decrees and all permits, licenses, approvals and other entitlements issued by
governmental entities, and rules of common law, relating to or affecting the
Project, the Premises or the Building or the use or operation thereof, whether
now existing or hereafter enacted, including, without limitation, the Americans
with Disabilities Act of 1990, 42 USC 12111 et seq. (the "ADA") as the same may
be amended from time to time, all Environmental Laws (as hereinafter defined),
and any CC&Rs, or any corporation, committee or association formed in connection
therewith, or any supplement thereto recorded in any official or public records
with respect to the Project or any portion thereof (collectively, "Applicable
Laws"), which capital costs, or an allocable portion thereof, shall be amortized
over the useful life of such items under generally accepted accounting
practices; and (i) any other costs incurred by Landlord related to the Project
as a whole. Operating Expenses shall also include an administrative fee to
Landlord for accounting and project management services relating to the Project
not to exceed a market amount. Operating Expenses shall also include all costs
and fees incurred by Landlord in connection with the management of this Lease
and the Premises including the cost of those services which are customarily
performed by a property management services company, whether performed
internally or through an outside management company.

                           (C) Tenant acknowledges that the Premises are subject
to assessments levied to secure bonds sold by the City of Pleasanton pursuant to
Consolidated Reassessment District 1993-1. Such Assessments shall be Landlord's
responsibility throughout the term of this Lease. Tenant hereby consents to the
formation of any other districts formed for maintenance, utilities, landscaping,
lighting, special service zones, fire district, water district, road extensions,


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traffic mitigation, sports facilities or other improvements in the Project or
Bernal Corporate Park and to the re-financing of any assessment districts,
provided that if payment of any of the foregoing is customarily charged to
tenants as a part of operating expenses, the same shall be part of Operating
Expenses herein. Tenant hereby waives any right of notice and protest in
connection with the formation and continued existence of the assessment
districts. Tenant shall execute all documents, including, but not limited to,
petitions and formal waivers of notice and protest of formation, evidencing such
consent and waiver upon request of Landlord or the City of Pleasanton. (D)
Notwithstanding anything to the contrary contained herein, for purposes of this
Lease, the terms "Operating Expenses", "Taxes", and "Direct Expenses" shall not
include the following: (i) costs (including permit, license, and inspection
fees) incurred in renovating, improving, decorating, painting, or redecorating
vacant space or space for other tenants within the Project; (ii) costs incurred
because Landlord or another tenant actually violated the terms and conditions of
any lease for premises within the Project; (iii) legal and auditing fees (other
than those fees reasonably incurred in connection with the maintenance and
operation of all or any portion the Project), leasing commissions, advertising
expenses, and other costs incurred in connection with the leasing of any portion
of the Project; (iv) depreciation of the Building or any other improvements
situated within the Project; (v) any items for which Landlord is actually
reimbursed by insurance or by direct reimbursement by any other tenant of the
Project; (vi) costs of repairs or other work necessitated by fire, windstorm or
other casualty and/or costs of repair or other work necessitated by the exercise
of the right of eminent domain to the such loss or taking is covered by
insurance or a condemnation award, as applicable; (vii) any interest or payments
on any financing for the Building or the Project, interest and penalties
incurred as a result of Landlord's late payment of any invoice (provided that
Tenant pays Tenant's Share of Operating Expenses to Landlord when due as set
forth herein), and any bad debt loss, rent loss or reserves for same; (viii)
costs associated with the investigation and/or remediation of Hazardous
Materials (hereafter defined) present in, on or about any portion of the
Project; (ix) Landlord's cost for the repairs and maintenance of the structure
and foundations; (x) overhead and profit increment paid to Landlord or to
subsidiaries or affiliates of Landlord for goods and/or services in the Project
to the extent the same exceeds the costs of such by unaffiliated third parties
on a competitive basis; or any costs included in Operating Expenses representing
an amount paid to a person, firm, corporation or other entity related to
Landlord which is in excess of the amount which would have been paid in the
absence of such relationship; (xi) any payments under a ground lease or master
lease; and (xii) any capital expenses, including, without limitation, costs for
the repairs and maintenance of the roof, except as set forth in Section
4.1(a)(iii)(B)(h) above.



         (b) PAYMENT OF DIRECT EXPENSES.

                  (i) If  Tenant's  Percentage  of the Direct  Expenses  paid or
incurred by Landlord for any  calendar  year  exceeds the Direct  Expenses  Base
included in Tenant's rent, then Tenant shall pay such excess as Additional Rent.


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<PAGE>


                  (ii) In addition, for each year after the first calendar year,
or portion thereof,  Tenant shall pay Tenant's Percentage of Landlord's estimate
of the amount by which  Direct  Expenses  for that year shall  exceed the Direct
Expenses  Base (the  "Landlord's  Estimate").  This  estimated  amount  shall be
divided into twelve  equal  monthly  installments.  Tenant shall pay to Landlord
without  offset or deduction,  concurrently  with the regular  monthly Base Rent
payment next due following the receipt of such statement, an amount equal to one
monthly  installment  multiplied  by the  number of months  from  January in the
calendar year in which said statement is submitted to the month of such payment,
both months inclusive.  Subsequent  installments  shall be payable  concurrently
with the regular  monthly Base Rent  payments  for the balance of that  calendar
year and shall continue until the next calendar year's statement is rendered.

                  (iii) As soon as possible after the end of each calendar year,
Landlord  shall provide  Tenant with a statement  showing the amount of Tenant's
Percentage of Direct Expenses,  the amount of Landlord's  Estimate actually paid
by Tenant and the amount of the Direct Expenses Base. Thereafter, Landlord shall
reconcile  the above  amounts  and shall  either bill Tenant for the balance due
(payable on demand by Landlord) or credit any  overpayment by Tenant towards the
next monthly installment of Landlord's Estimate falling due, as the case may be.
For purposes of making these calculations, in no event shall Tenant's Percentage
of the Direct Expenses be deemed to be less than the Direct Expenses Base.

         (c) Tenant's  obligation to pay Tenant's  Percentage of Direct Expenses
shall survive the expiration or termination of this Lease.  Tenant's  Percentage
of Direct  Expenses  shall be paid by Tenant  when due even  though the Term has
expired and/or Tenant has vacated the Premises,  when the final determination is
made of Tenant's  Percentage of Direct Expenses for the year in which this Lease
terminates,  Tenant shall  immediately  pay any increase due over the  estimated
expenses paid and,  conversely,  any overpayment made in the event said expenses
decrease shall be rebated by Landlord to Tenant.

                                    ARTICLE 5
                                SECURITY DEPOSIT

         Upon  execution of this Lease,  Tenant shall  deposit with Landlord the
sum of Four  Thousand  Fifteen and 55/100  Dollars  ($4,015.55)  (the  "Security
Deposit").  The Security  Deposit  shall be held by Landlord as security for the
full  and  faithful  performance  by  Tenant  of  all  of  Tenant's  obligations
hereunder.  If Tenant  defaults  with  respect to any  provision  of this Lease,
including  but not  limited to the  provisions  relating to the payment of Rent,
Landlord may, but shall not be required to, use, apply or retain all or any part
of this  Security  Deposit  for the  payment  of any  Rent or any  other  sum in
default,  or for the payment of any other  amount  which  Landlord  may spend or
become  obligated  to spend by  reason  of  Tenant's  default  or to  compensate
Landlord  for any other loss or damage  which  Landlord  may suffer by reason of
Tenant's default.  If any portion of the Security Deposit is so used or applied,
Tenant shall, upon demand, deposit cash with Landlord in an amount sufficient to
restore the Security Deposit to its original  amount.  Tenant's failure to do so
shall be a material breach of this Lease. Landlord shall not be required to keep
the Security  Deposit  separate from its general funds,  and Tenant shall not be
entitled  to  interest  on the  Security  Deposit.  If  Tenant  shall  fully and
faithfully perform all of its obligations under this Lease, and if Tenant is not
in default under this Lease,  the Security  Deposit or any balance thereof shall


                                       8


<PAGE>


be  returned  to Tenant  (or,  at  Landlord's  option,  to the last  assignee of
Tenant's  interests  hereunder)  after  the  expiration  of the Term  and  after
Landlord  after  such time as any  amount  due from  Tenant in  accordance  with
Article 4 hereof has been determined and paid in full.

                                    ARTICLE 6
                                       USE

         Tenant shall use the Premises for general  office use (including a loan
office) consistent with the character of a first class office building and shall
not use or  permit  the  Premises  to be  used  for any  other  purpose  without
Landlord's  prior written consent.  Nothing  contained herein shall be deemed to
give Tenant any exclusive right to such use in the Project. Tenant shall not use
or occupy the Premises in violation  of law or of the  certificate  of occupancy
issued  for the  Building  or  Project,  and shall,  upon  written  notice  from
Landlord,  discontinue  any  use  of  the  Premises  which  is  declared  by any
governmental  authority having  jurisdiction to be a violation of law or of said
certificate  of  occupancy.  Tenant  shall  comply  with  any  direction  of any
governmental  authority having jurisdiction which shall, by reason of the nature
of Tenant's  use or occupancy  of the  Premises,  impose any duty upon Tenant or
Landlord  with respect to the Premises or with respect to the use or  occupation
thereof. Tenant shall not do or permit to be done anything which will invalidate
or  increase  the cost of any fire,  extended  coverage  or any other  insurance
policy covering the Building and/or Project and/or property  located therein and
shall  comply  with all  rules,  orders,  regulations  and  requirements  of the
Insurance  Service Offices,  formerly known as the Pacific Fire Rating Bureau or
any other  organization  performing a similar  function.  Tenant shall promptly,
upon demand,  reimburse  Landlord for any  additional  premium  charged for such
policy by reason of  Tenant's  failure  to comply  with the  provisions  of this
Article.  Tenant  shall  not do or  permit  anything  to be done in or about the
Premises  which will in any way obstruct or  interfere  with the rights of other
tenants or occupants of the  Project,  or injure or annoy them,  or use or allow
the Premises to be used for any  improper,  immoral,  unlawful or  objectionable
purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about
the Premises.  Tenant shall not commit or suffer to be committed any waste in or
upon the Premises.  Tenant  acknowledges  that Landlord has recorded  covenants,
conditions  and  restrictions  against  the  Premises  on  February  18, 1987 as
Instrument  Number  87/046032  in the  Official  Records of Alameda  County,  as
amended by that certain First Amendment to Declaration of Covenants,  Conditions
and  Restrictions  of Koll Center  Pleasanton  on October 5, 1993 as  Instrument
Number  93366552,  as  further  amended  by that  certain  Second  Amendment  to
Declaration of Easement and Maintenance Agreement on July 31, 1997 as Instrument
Number  97191415,  as  further  amended  by  that  certain  Third  Amendment  to
Declaration of Covenants,  Conditions and  Restrictions  on November 17, 2000 as
Instrument  Number  2000341937,  as  further  amended  by  that  certain  Fourth
Amendment to Declaration of Covenants, Conditions and Restrictions on August 17,
2000 as  Instrument  Number  2000341939  (as  amended,  the  "CC&Rs").  Landlord
represents  that the CC&Rs do not  prohibit  the use of the  Premises for use as
general  office  space.  Tenant's  use of the  Premises  shall be subject to and
Tenant  shall  comply  with the CC&Rs,  as the same may be amended  from time to
time, and all Applicable Laws. Tenant  acknowledges that there have been and may
be  from  time  to time  recorded  easements  and/or  declarations  granting  or
declaring easements for parking,  utilities, fire or emergency access, and other


                                       9


<PAGE>


matters.  Tenant's  use of the  Premises  shall be subject  to and Tenant  shall
comply with any and all such  easements  and  declarations.  Tenant's use of the
Premises  shall  be  subject  to such  guidelines  as may  from  time to time be
prepared by Landlord or the Bernal  Corporate Park Owner's  Association in their
sole  discretion.   Tenant   acknowledges   that   governmental   entities  with
jurisdiction  over the Premises may, from time to time promulgate  laws,  rules,
plans and  regulations  affecting  the use of the Premises,  including,  but not
limited to, traffic management plans and energy conservation plans. Tenant's use
of the  Premises  shall be subject to and Tenant  shall  comply with any and all
such laws, rules, plans, and regulations. Tenant, at its sole cost, shall comply
with  any  and  all  federal,  state  or  local  environmental,   health  and/or
safety-related laws, regulations,  standards,  decisions of courts,  ordinances,
rules,  codes,  orders,  decrees,  directives,  guidelines,  permits  or  permit
conditions, currently existing and as amended, enacted, issued or adopted in the
future which are or become applicable to Tenant, the Premises, the Building, the
Common Area or the Project  ("Environmental Laws"). If Tenant does store, use or
dispose of any "Hazardous  Materials"  (as  hereinafter  defined),  Tenant shall
notify  Landlord  in  writing  at least  ten  (10)  days  prior  to their  first
appearance  on the Premises.  As used herein,  "Hazardous  Materials"  means any
chemical,  substance,  material, controlled substance, object, condition, waste,
living organism or combination  thereof,  whether solid,  semi solid,  liquid or
gaseous,  which is or may be  hazardous  to human  health  or  safety  or to the
environment due to its  radioactivity,  ignitability,  corrosivity,  reactivity,
explosivity,    toxicity,    carcinogenicity,    mutagenicity,    phytotoxicity,
infectiousness  or other harmful or potentially  harmful  properties or effects,
including, without limitation,  tobacco smoke, petroleum and petroleum products,
asbestos, radon, polychlorinated biphenyls (PCBs), refrigerants (including those
substances  defined  in  the  Environmental   Protection  Agency's  "Refrigerant
Recycling  Rule," as  amended  from  time to time)  and all of those  chemicals,
substances,  materials,  controlled  substances,  objects,  conditions,  wastes,
living  organisms or combinations  thereof which are now or become in the future
listed,  defined or regulated in any manner by any Environmental Law based upon,
directly or indirectly, such properties or effects.

                                    ARTICLE 7
                                     NOTICES

         Any notice  required  or  permitted  to be given  hereunder  must be in
writing and may be given by personal  delivery or by mail,  and if given by mail
shall be deemed  sufficiently  given if sent by  registered  or  certified  mail
addressed  to Tenant at the Project and to Tenant at 55 Almaden  Boulevard,  San
Jose,  California  95113,  or to Landlord at its address set forth at the end of
this Lease.  Either party may specify a different address for notice purposes by
written  notice to the other  except that the  Landlord may in any event use the
Premises as Tenant's address for notice purposes.

                                    ARTICLE 8
                                     BROKERS

         Tenant warrants that it has had no dealings with any real estate broker
or agent in  connection  with the  negotiation  of this Lease,  except  Colliers
International and Cornish & Carey Commercial, whose commissions shall be payable
by Landlord.  Tenant  warrants  that it knows of no other real estate  broker or
agent who is or might be entitled to a commission in connection  with the Lease.


                                       10


<PAGE>


If Tenant has dealt with any other person or real estate  broker with respect to
leasing or renting space in the Project,  Tenant shall be solely responsible for
the  payment of any fee due said person or firm and Tenant  shall hold  Landlord
free and harmless against any liability in respect thereto, including attorneys'
fees and costs.

                                    ARTICLE 9
                             HOLDING OVER; SURRENDER

         9.1 HOLDING OVER. If Tenant holds over the Premises or any part thereof
after  expiration of the Term,  such holding over shall,  at Landlord's  option,
constitute  a  month-to-month  tenancy,  at a rent  equal to one  hundred  fifty
percent (150%) of the Base Rent in effect immediately prior to such holding over
and shall otherwise be on all the other terms and conditions of this Lease.  The
provisions of this Section 9.1 shall not be construed as  Landlord's  permission
for Tenant to hold over.  Acceptance of Rent by Landlord following expiration or
termination  shall not  constitute  a renewal of this Lease or  extension of the
Term except as  specifically  set forth above.  If Tenant fails to surrender the
Premises upon  expiration  or earlier  termination  of this Lease,  Tenant shall
indemnify  and hold  Landlord  harmless  from and against all loss or  liability
resulting  from or arising out of Tenant's  failure to surrender  the  Premises,
including,  but not limited to, any amounts required to be paid to any tenant or
prospective tenant who was to have occupied the Premises after the expiration or
earlier  termination of this Lease and any related attorneys' fees and brokerage
commissions.

         9.2 SURRENDER.  Upon the termination of this Lease or Tenant's right to
possession of the  Premises,  Tenant will  surrender  the Premises  broom clean,
together with all keys, in good condition and repair,  reasonable  wear and tear
excepted.  Tenant  shall patch and fill all holes  within the  Premises.  Tenant
shall  also  remove  all  alterations  or  improvements  made by it,  or made by
Landlord at Tenant's request or direction,  to the Premises (which removal shall
include restoration if and to the extent necessary to return the Premises to its
condition  at  the  Commencement  Date,  reasonable  wear  and  tear  excluded),
excluding,  however the Tenant  Improvements,  unless  requested not to do so by
Landlord.  In no event may Tenant  remove from the  Premises any  mechanical  or
electrical  systems or any wiring or any other aspect of any systems  within the
Premises.   Conditions   existing   because  of  Tenant's   failure  to  perform
maintenance,  repairs or replacements  shall not be deemed  "reasonable wear and
tear."

                                   ARTICLE 10
                           TAXES ON TENANT'S PROPERTY

         (a) Tenant  shall be liable  for and shall pay,  at least ten (10) days
before  delinquency,  all taxes levied  against any  personal  property or trade
fixtures  placed  by  Tenant  in or about  the  Premises.  If any such  taxes on
Tenant's  personal  property or trade  fixtures are levied  against  Landlord or
Landlord's property or if the assessed value of the Premises is increased by the
inclusion  therein  of a value  placed  upon  such  personal  property  or trade
fixtures of Tenant and if Landlord,  after  written  notice to Tenant,  pays the
taxes based upon such increased assessment,  which Landlord shall have the right
to do  regardless  of the validity  thereof,  but only under  proper  protest if
requested by Tenant,  Tenant shall, upon demand,  repay to Landlord the taxes so
levied  against  Landlord,  or the  portion  of such taxes  resulting  from such
increase in the assessment.


                                       11


<PAGE>


         (b) If the Tenant  Improvements  in the  Premises,  whether  installed,
and/or  paid for by  Landlord  or Tenant and  whether or not affixed to the real
property so as to become a part  thereof,  are  assessed  for real  property tax
purposes at a valuation  higher than the valuation at which Tenant  Improvements
conforming to Landlord's  "Project  Standard," in other space in the Project are
assessed, then the real property taxes and assessment levied against the Project
by reason of such excess  assessed  valuation shall be deemed to be taxes levied
against  personal  property of Tenant and shall be governed by the provisions of
Section 10(a),  above.  If the records of the County  Assessor are available and
sufficiently  detailed to serve as a basis for  determining  whether said Tenant
Improvements  are  assessed  at  a  higher  valuation  than  Landlord's  Project
Standard,  such records shall be binding on both the Landlord and the Tenant. If
the records of the County Assessor are not available or sufficiently detailed to
serve as a basis for making said determination,  the actual cost of construction
shall be used.

                                   ARTICLE 11
                              CONDITION OF PREMISES

         Tenant acknowledges that neither Landlord nor any agent of Landlord has
made any  representation or warranty with respect to the Premises or the Project
or with  respect  to the  suitability  of either  for the  conduct  of  Tenant's
business.  The taking of possession of the Premises by Tenant shall conclusively
establish  that the Premises and the Project were in  satisfactory  condition at
such time.

                                   ARTICLE 12
                                   ALTERATIONS

         (a) Tenant shall make no  alterations,  additions or improvements in or
to the Premises  without  Landlord's  prior  written  consent,  and then only by
contractors or mechanics approved by Landlord. Tenant agrees that there shall be
no construction or partitions or other  obstructions  which might interfere with
Landlord's free access to mechanical  installations or service facilities of the
Building or Project or interfere  with the moving of Landlord's  equipment to or
from the enclosures  containing said installations or facilities.  All such work
shall be done at such times and in such manner as Landlord may from time to time
designate.  Tenant  covenants  and agrees that all work done by Tenant  shall be
performed  in  full  compliance  with  all  laws,  rules,  orders,   ordinances,
regulations and requirements of all governmental  agencies,  offices, and boards
having  jurisdiction,  and in full  compliance  with the rules,  regulations and
requirements of the Insurance Service Offices formerly known as the Pacific Fire
Rating Bureau,  and of any similar body.  Before commencing any work which shall
exceed Fifty Thousand and No/100 Dollars  ($50,000),  Tenant shall give Landlord
at least ten days written notice of the proposed  commencement  of such work and
shall,  if required by  Landlord,  secure at Tenant's  own cost and  expense,  a
completion and lien indemnity  bond,  satisfactory  to Landlord,  for said work.
Tenant further  covenants and agrees that any mechanic's  lien filed against the
Premises or against the  Building or Project for work  claimed to have been done
for, or materials  claimed to have been  furnished to, Tenant will be discharged
by Tenant,  by bond or otherwise,  within ten days after the filing thereof,  at
the cost and expense of Tenant. All alterations,  additions or improvements upon
the Premises made by either party, including (without limiting the generality of
the foregoing) all wallcovering,  built-in cabinet work,  paneling and the like,


                                       12


<PAGE>


shall,  unless Landlord elects otherwise,  become the property of Landlord,  and
shall remain upon, and be surrendered with the Premises,  as a part thereof,  at
the end of the term  hereof,  except that  Landlord  may,  by written  notice to
Tenant, require Tenant to remove all partitions, counters, railings and the like
installed  by Tenant,  and Tenant shall  repair all damage  resulting  from such
removal or, at Landlord's  option,  shall pay to Landlord all costs arising from
such removal. It is expressly agreed that Tenant shall not be required to remove
any of the Tenant  Improvements.  If Tenant  requests,  in writing,  at the time
Tenant requests permission to perform alterations, whether Landlord will require
the removal of such alterations upon expiration of the Lease Term and so long as
Tenant's written request for such consent specifies that if Landlord consents to
such  alterations at such time, then Tenant shall not be required to remove such
alterations upon the expiration or termination of the Lease Term, Landlord shall
indicate in writing at the time of granting  any consent to  alterations,  which
alterations  or part  thereof  shall be removed by Tenant at the end of the Term
upon  expiration or  termination of this Lease and any failure to do so shall be
deemed that Landlord  acknowledges  and agrees that such consent to  alterations
shall not  require  Tenant to remove  such  alterations  upon  surrender  of the
Premises by expiration or termination of this Lease.

         (b) All  articles  of  personal  property  and all  business  and trade
fixtures,  machinery and equipment,  furniture and movable  partitions  owned by
Tenant or installed by Tenant at its expense in the Premises shall be and remain
the property of Tenant and may be removed by Tenant at any time during the lease
term when Tenant is not in default hereunder. If Tenant shall fail to remove all
of its effects from the Premises  upon  termination  of this Lease for any cause
whatsoever,  Landlord  may,  at its  option,  remove the same in any manner that
Landlord shall choose,  and store said effects  without  liability to Tenant for
loss thereof.  In such event,  Tenant agrees to pay Landlord upon demand any and
all expenses incurred in such removal, including court costs and attorneys' fees
and storage  charges on such  effects for any length of time that the same shall
be in Landlord's  possession.  Landlord may, at its option, without notice, sell
said effects, or any of the same, at private sale and without legal process, for
such price as Landlord  may obtain and apply the  proceeds of such sale upon any
amounts  due under this  Lease  from  Tenant to  Landlord  and upon the  expense
incident to the removal and sale of said effects.

                                   ARTICLE 13
                                     REPAIRS

         13.1 TENANT.  By entry hereunder,  Tenant accepts the Premises as being
in good and sanitary order,  condition and repair.  Subject to Article 21 below,
Tenant, at Tenant's sole cost and expense, shall keep, maintain and preserve the
Premises in the  condition  and repair  received  by Tenant on the  Commencement
Date, and shall, when and if needed, and except as otherwise expressly set forth
herein, at Tenant's sole cost and expense,  make all repairs to the Premises and
every part thereof,  including,  without  limitation,  Tenant's trade  fixtures,
installations,  equipment and other personal property items within the Premises.
All such repairs, maintenance and replacements by Tenant shall be performed in a
good and  workmanlike  manner.  Tenant  shall,  upon the  expiration  or  sooner
termination  of the Term hereof,  surrender the Premises to Landlord in the same
condition as when received, usual and ordinary wear and tear excepted. Except as
otherwise  expressly  set forth  herein,  Landlord  shall have no  obligation to
alter,  remodel,  improve,  repair,  decorate or paint the  Premises or any part
thereof.  Tenant  acknowledges,  agrees and affirms  that  Landlord  has made no


                                       13


<PAGE>


representations  to Tenant  respecting  the  condition  of the  Premises  or the
Project. Without limiting the foregoing, Tenant shall, at Tenant's sole expense,
be  responsible  for  repairing  any area  damaged by Tenant,  Tenant's  agents,
employees,  invitees and visitors.  All repairs and replacements by Tenant shall
be made and performed:  (a) at Tenant's cost and expense and at such time and in
such  manner  as  Landlord  may  reasonably  designate,  (b) by  contractors  or
mechanics  approved  by  Landlord,  which  approval  shall  not be  unreasonably
withheld, (c) so that same shall be at least equal in quality, value and utility
to the original  work or  installation  as of the  Commencement  Date,  (d) in a
manner and using  equipment and materials that will not interfere with or impair
the  operations,  use or  occupation  of the Building or any of the  mechanical,
electrical, plumbing or other systems in the Building or the Project, and (e) in
accordance with the Rules and  Regulations  attached hereto as EXHIBIT D and all
Applicable  Laws.  In the event  Tenant  fails,  in the  reasonable  judgment of
Landlord,  to maintain the Premises in accordance with the obligations under the
Lease,  Landlord  shall have the  right,  but not the  obligation,  to enter the
Premises and perform such maintenance,  repairs or refurbishing at Tenant's sole
cost and expense (including a sum for overhead to Landlord equal to five percent
(5%) of the cost of the  maintenance,  repairs or  refurbishing).  Tenant  shall
maintain  written  records  of  maintenance  and  repairs,  as  required  by any
Applicable Law, and shall use certified  technicians to perform such maintenance
and repairs,  as so required.  Tenant shall promptly  deliver to Landlord,  upon
request,  full and  complete  copies of all  service  or  maintenance  contracts
entered into by Tenant for the  Premises.  Tenant  shall make  repairs  required
under this  Section  13.1 upon the first to occur of: (a) Tenant  first  becomes
aware of the need for such repairs, (b) a prudent tenant would have become aware
of the need for such repairs,  and (c) receipt of written notice of the need for
such repairs.

         13.2 LANDLORD. Anything contained in Section 13.1 above to the contrary
notwithstanding,  as items of  Operating  Expenses,  Landlord  shall  repair and
maintain the structural portions of the Building,  including the foundations and
roof  structure.   Landlord  shall  repair  and  maintain  the  basic  plumbing,
elevators, life safety systems and other building systems, heating, ventilating,
air conditioning and electrical systems installed or furnished by Landlord,  and
perform  roof repair and  maintenance  to the  Premises.  Landlord  shall not be
liable for any failure to make any such  repairs or to perform  any  maintenance
unless such failure shall persist for an unreasonable  time after written notice
of the need of such  repairs  or  maintenance  is given to  Landlord  by Tenant.
Landlord  shall  not be  required  to make  any  repair  resulting  from (i) any
alteration or modification to the Building or to mechanical equipment within the
Building  performed  by, or on behalf  of,  Tenant or to  special  equipment  or
systems  installed by, or on behalf of, Tenant,  (ii) the  installation,  use or
operation  of Tenant's  property,  fixtures and  equipment,  (iii) the moving of
Tenant's  property in or out of the Building or in and about the Premises,  (iv)
Tenant's  use or  occupancy  of the  Premises in  violation of Section 6 of this
Lease  or in a  manner  not  contemplated  by the  parties  at the  time  of the
execution of this Lease,  (v) the acts or omissions of Tenant or any  employees,
agents, customers,  visitors,  invitees,  licensees,  contractors,  assignees or
subtenants of Tenant (individually, a "Tenant Party" and collectively, "Tenant's
Parties"),  (vi) fire and other  casualty,  except as  provided by Section 21 of
this  Lease or (vii)  condemnation,  except as  provided  in  Section 22 of this
Lease. Landlord shall have no obligation to make repairs under this Section 13.2
until a reasonable  time after (a) Landlord  first becomes aware of the need for
such repairs,  or (b) receipt of written notice from Tenant of the need for such


                                       14


<PAGE>


repairs,  whichever  is earlier.  There shall be no abatement of Rent during the
performance of such work.  Except for the initial Tenant  Improvements,  if any,
provided for in the Work Letter,  Landlord  shall have no obligation  during the
Term of this Lease to remodel,  repair,  improve,  decorate or paint any part of
the  Premises  or to clean,  repair or replace  carpeting  or window  coverings.
Landlord shall not be liable to Tenant for injury or damage that may result from
any defect in the construction or condition of the Premises,  nor for any damage
that may result from  interruption  of Tenant's use of the  Premises  during any
repairs  by  Landlord.  Tenant  waives  any right to repair  the  Premises,  the
Building  and/or the Common Area at the expense of Landlord under any Applicable
Laws including without limitation Sections 1941 and 1942 of the California Civil
Code.

                                   ARTICLE 14
                                      LIENS

         Tenant shall not permit any mechanic's, materialmen's or other liens to
be filed  against  the  Building  or Project,  nor  against  Tenant's  leasehold
interest in the Premises.  Landlord shall have the right at all reasonable times
to post and keep posted on the Premises any notices which it deems necessary for
protection from such liens. If any such liens are filed,  Landlord may,  without
waiving  its  rights and  remedies  based on such  breach of Tenant and  without
releasing Tenant from any of its obligations, cause such liens to be released by
any means it shall deem proper,  including payments in satisfaction of the claim
giving rise to such lien.  Tenant shall pay to Landlord at once,  upon notice by
Landlord,  any sum paid by Landlord to remove such liens, together with interest
at the maximum rate per annum  permitted by law from the date of such payment by
Landlord.

                                   ARTICLE 15
                ENTRY BY LANDLORD AND RESERVED RIGHTS OF LANDLORD

         Landlord  shall at any and all times  after  not less than  twenty-four
(24) hours prior written notice to Tenant (except in the case of an emergencies)
have the right to enter the Premises for any lawful  reason  and/or to undertake
the following, without limitation: to inspect the Premises; to supply janitorial
service and any service to be provided by Landlord to Tenant hereunder;  to show
the  Premises  to  prospective   purchasers  or  tenants;  to  post  notices  of
nonresponsibility, to alter, improve or repair the Premises or any other portion
of the Building or Project; to install,  use, maintain,  repair, alter, relocate
or replace any pipes, ducts,  conduits,  wires, equipment or other facilities in
the Common Areas or the Building or Project;  to grant easements on the Project,
dedicate for public use portions  thereof and record  covenants,  conditions and
restrictions  affecting the Project and/or amendments to existing CC&Rs which do
not unreasonably interfere with Tenant's use of the Premises; change the name of
the Building or Project;  affix reasonable  signs and displays;  and, during the
last nine (9)  months of the Term,  place  signs for the  rental of and show the
Premises to prospective tenants, all without being deemed guilty of any eviction
of Tenant and without abatement of Rent. Landlord may, in order to carry out any
of the foregoing  purposes,  erect  scaffolding and other  necessary  structures
where  required by the  character  of the work to be  performed.  Tenant  hereby
waives any claim for damages for any injury or  inconvenience to or interference
with  Tenant's  business,  any  loss of  occupancy  or  quiet  enjoyment  of the
Premises, and any other loss in, upon and about the Premises.  Landlord shall at


                                       15


<PAGE>


all times have and retain a key with which to unlock all doors in the  Premises.
Landlord  shall have the right to use any and all means which  Landlord may deem
proper  to open  said  doors in an  emergency  in order to  obtain  entry to the
Premises.  Any entry to the Premises  obtained by Landlord by any of said means,
or  otherwise,  shall not be  construed  or deemed to be a forcible  or unlawful
entry into the  Premises,  or any  eviction of Tenant  from the  Premises or any
portion  thereof,  and any damages  caused on account  thereof  shall be paid by
Tenant.  It is  understood  and agreed that no  provision of this Lease shall be
construed  as  obligating  Landlord  to  perform  any  repairs,  alterations  or
decorations except as otherwise expressly agreed herein by Landlord.

                                   ARTICLE 16
                             UTILITIES AND SERVICES

         Provided  that  Tenant is not in  default  under this  Lease,  Landlord
agrees to furnish or cause to be furnished to the  Premises  the  utilities  and
services described in the Standards for Utilities and Services,  attached hereto
as EXHIBIT C, subject to the conditions and in accordance with the standards set
forth  therein.  Landlord's  failure to furnish any of the foregoing  items when
such failure is caused by:

                  (i)   Accident, breakage, or repairs  (except as otherwise set
                        forth in this Article 16),

                  (ii)  Strikes,  lockouts or other labor  disturbance  or labor
                        dispute of any character,

                  (iii) Governmental    regulation,    moratorium   or   other
                        governmental action,

                  (iv)  Inability despite the exercise of reasonable diligence
                        to obtain electricity, water or fuel, or by

                  (v)   Any other cause  beyond  Landlord's  reasonable  control
                        (except as otherwise set forth in this Article 16),

shall not result in any liability to Landlord.  Except as otherwise set forth in
this Article 16,  Tenant shall not be entitled to any  abatement or reduction of
rent by reason of such  failure,  no eviction of Tenant  shall  result from such
failure and Tenant shall not be relieved from the performance of any covenant or
agreement in this Lease  because of such  failure.  In the event of any failure,
stoppage or interruption  thereof,  Landlord shall diligently  attempt to resume
service promptly. In the event failure or interruption of the utilities services
are primarily  caused by a grossly  negligent act on the part of Landlord or its
employees,  agents or contractors,  Tenant's rent shall abate each day after the
fifth (5th)  consecutive  day  (counting  only those days that Tenant would have
otherwise  been open and  operating  from the  Premises  and only for those days
which Tenant cannot  operate from the Premises as a result of the  interruption,
cessation  or  interference  with such  utility  service)  that such  failure or
interruption continues.


                                       16


<PAGE>


                                   ARTICLE 17
                                   BANKRUPTCY

         If Tenant shall file a petition in  bankruptcy  under any  provision of
the  Bankruptcy  Code as then in effect,  or if Tenant  shall be  adjudicated  a
bankrupt in involuntary  bankruptcy  proceedings and such adjudication shall not
have been vacated within thirty days from the date thereof,  or if a receiver or
trustee shall be appointed of Tenant's  property and the order  appointing  such
receiver or trustee  shall not be set aside or vacated  within thirty days after
the entry thereof,  or if Tenant shall assign Tenant's estate or effects for the
benefit of creditors,  or if this Lease shall, by operation of law or otherwise,
pass to any person or persons other than Tenant, then in any such event Landlord
may terminate this Lease, if Landlord so elects,  with or without notice of such
election  and with or  without  entry  or  action  by  Landlord.  In such  case,
notwithstanding any other provisions of this Lease, Landlord, in addition to any
and  all  rights  and  remedies  allowed  by law or  equity,  shall,  upon  such
termination, be entitled to recover damages in the amount provided in Article 23
hereof.  Neither  Tenant nor any person  claiming  through or under Tenant or by
virtue of any statute or order of any court shall be entitled to  possession  of
the Premises but shall  surrender  the Premises to Landlord.  Nothing  contained
herein  shall limit or  prejudice  the right of  Landlord to recover  damages by
reason of any such  termination  equal to the maximum  allowed by any statute or
rule of law in effect at the time when, and governing the  proceedings in which,
such damages are to be proved;  whether or not such amount is greater, equal to,
or less than the  amount of damages  recoverable  under the  provisions  of this
Article 17.

                                   ARTICLE 18
                                 INDEMNIFICATION

         (a) Except to the extent of  Landlord's  liability set forth in Article
18(b) below,  Tenant shall  indemnify,  protect,  defend (by counsel  reasonably
acceptable  to Landlord) and hold harmless  Landlord and  Landlord's  affiliated
entities, and each of their respective members, managers,  partners,  directors,
officers, employees, shareholders,  lenders, agents, contractors, successors and
assigns  from and  against  any and all  claims,  judgments,  causes of  action,
damages,  penalties,  costs,  liabilities,  and  expenses,  including all costs,
attorneys'  fees,  expenses and liabilities  incurred in the defense of any such
claim or any action or proceeding brought thereon, arising at any time during or
after the Term as a result (directly or indirectly) of or in connection with (a)
any  default  in the  performance  of any  obligation  on  Tenant's  part  to be
performed  under the terms of this Lease,  or (b) Tenant's use of the  Premises,
the conduct of Tenant's business or any activity, work or things done, permitted
or  suffered  by  Tenant  or any  Tenant  Party in or about  the  Premises,  the
Building,  the Common  Area or other  portions  of the  Project.  The  foregoing
indemnity obligation shall include, without limitation,  any claim by any Tenant
Party for any  injury or  illness  caused or alleged to be caused in whole or in
part by any furniture,  carpeting,  draperies,  stoves or any other materials on
the  Premises.  Tenant,  as a material  part of the  consideration  to Landlord,
hereby  assumes  all risk of damage to  property or injury to person in, upon or
about the Premises from any cause  whatsoever.  The  obligations of Tenant under
this Article 18 shall survive the  termination of this Lease with respect to any
claims or liability arising prior to such termination.


                                       17


<PAGE>


         (b) Landlord shall indemnify,  protect,  defend (by counsel  reasonably
acceptable to Tenant) and hold harmless Tenant and Tenant's affiliated entities,
and each of their respective members, managers, partners,  directors,  officers,
employees,  shareholders,  lenders, agents, contractors,  successors and assigns
from and against  any and all losses  based on third  party  claims,  judgments,
causes  of  action,  damages,  penalties,  costs,  liabilities,   and  expenses,
including  all costs,  reasonable  attorneys'  fees,  expenses  and  liabilities
incurred  in the defense of any such claim or any action or  proceeding  brought
thereon,  arising at any time  during  the Term as a result of or in  connection
with any activity  permitted  or suffered by Landlord in or about the  Building,
the Common Area or other portions of the Project, but excluding the Premises, in
each case to the extent caused by the gross negligence or willful  misconduct of
Landlord.  Under no  circumstances  shall  Landlord  be liable for  punitive  or
consequential damages. The obligations of Landlord and Tenant under this Article
18 shall  survive the  termination  of this Lease with  respect to any claims or
liability arising prior to such termination.

                                   ARTICLE 19
                           DAMAGE TO TENANT'S PROPERTY

         Landlord  or its  agents  shall not be liable for (i) any damage to any
property  entrusted  to  employees  of the  Project,  (ii) loss or damage to any
property by theft or otherwise, (iii) any injury or damage to property resulting
from fire, explosion,  falling plaster,  steam, gas, electricity,  water or rain
which may leak from any part of the  Project  or from the pipes,  appliances  or
plumbing work therein or from the roof,  street or sub-surface or from any other
place or resulting from dampness or from any other cause whatsoever. Landlord or
its agents shall not be liable for interference  with light or other incorporeal
hereditaments,  nor shall  Landlord  be liable for any  damage  caused by latent
defect in the  Premises or in the Project.  Tenant  shall give prompt  notice to
Landlord in case of fire or  accidents  in the  Premises or in the Project or of
defects therein or in the fixtures or equipment.

                                   ARTICLE 20
                                    INSURANCE

         (a)  Tenant  shall,  during  the term  hereof  and any other  period of
occupancy,  at its sole cost and  expense,  keep in full  force and  effect  the
following insurance:

                  (i) Standard  form  property  insurance  insuring  against the
perils  of fire,  extended  coverage,  vandalism,  malicious  mischief,  special
extended  coverage  ("All-Risk")  and sprinkler  leakage.  This insurance policy
shall be upon all property  owned by Tenant,  for which Tenant is legally liable
or that was installed at Tenant's  expense,  and which is located in the Project
including,  without limitation,  furniture,  fittings,  installations,  fixtures
(other than Tenant improvements  installed by Landlord),  and any other personal
property in an amount not less than ninety percent (90%) of the full replacement
cost thereof.  In the event that there shall be a dispute as to the amount which
comprises full  replacement  cost, the decision of Landlord or any mortgagees of
Landlord shall be conclusive. This insurance policy shall also be upon direct or
indirect loss of Tenant's  earnings  attributable  to Tenant's  inability to use
fully or obtain  access to the Premises or Project in an amount as will properly
reimburse Tenant. Such policy shall name Landlord and any mortgagees of Landlord
as insured parties, as their respective interests may appear.


                                       18


<PAGE>


                  (ii) Commercial  General Liability  Insurance  insuring Tenant
against any liability arising out of the lease, use, occupancy or maintenance of
the Premises and all areas appurtenant  thereto.  Such insurance shall be in the
amount of  $2,000,000  Combined  Single  Limit for injury to, or death of one or
more persons in an occurrence,  and for damage to tangible  property  (including
loss of use) in an occurrence,  with such  liability  amount to be adjusted from
year to year to reflect  increases in the Consumer Price Index. The policy shall
insure  the  hazards  of  premises  and  operation,   independent   contractors,
contractual  liability  (covering the Indemnity  contained in Section 18 hereof)
and shall (1) name  Landlord as an additional  insured,  and (2) contain a cross
liability  provision,  and (3) contain a provision that "the insurance  provided
the  Landlord  hereunder  shall be primary and  non-contributing  with any other
insurance available to the Landlord."

                  (iii) Workers' Compensation and Employer's Liability insurance
(as required by state law).

                  (iv) Rental loss  insurance  in an amount  equal to all unpaid
Rent which  would be due for a period of eighteen  (18) months  under the Lease.
The amount of such rental loss  insurance  shall be increased  from time to time
during the Term as and when the Rent increases (including estimated increases in
Additional Rent as reasonably determined by Landlord).

                  (v) Tenant shall obtain and maintain  loss of income and extra
expense  insurance  in amounts as will  reimburse  Tenant for direct or indirect
loss of earnings  attributable to all peril commonly  insured against by prudent
lessees in the business of Tenant or attributable to prevention of access to the
Premises as a result of such perils.

                  (vi) Any  other  form or  forms  of  insurance  as  Tenant  or
Landlord or any mortgagees of Landlord may reasonably  require from time to time
in form, in amounts and for insurance risks against which a prudent tenant would
protect itself.

         (b)  Landlord  shall  maintain  "all  risks"  coverage  as broad as the
current ISO Special Form policy,  covering the buildings within the Project,  in
an amount of not less than the  replacement  cost thereof.  Landlord  shall also
maintain  Commercial  General  Liability  insurance with a $1 million per single
occurrence and $2 million per aggregate limit.

         (c) All policies  shall be written in a form  satisfactory  to Landlord
and shall be taken out with insurance companies holding a General  Policyholders
Rating of "A" and a Financial Rating of "X" or better,  as set forth in the most
current issue of Bests Insurance Guide. Within ten (10) days after the execution
of  this  Lease,  Tenant  shall  deliver  to  Landlord  copies  of  policies  or
certificates  evidencing  the  existence  of the  amounts  and forms of coverage
satisfactory  to Landlord.  No such policy shall be  cancelable  or reducible in
coverage except after thirty (30) days prior written notice to Landlord.  Tenant
shall,  within  ten  days  prior to the  expiration  of such  policies,  furnish
Landlord  with  renewals  or  "binders"  thereof,  or  Landlord  may order  such
insurance and charge the cost thereof to Tenant as additional  rent. If Landlord


                                       19


<PAGE>


obtains any insurance that is the  responsibility  of Tenant under this section,
Landlord shall deliver to Tenant a written  statement  setting forth the cost of
any such  insurance and showing in reasonable  detail the manner in which it has
been computed. The failure of any insurance policy to include such waiver clause
or endorsement shall not affect the validity of this Lease.

         (d)  Landlord  and Tenant  each  hereby  waive on behalf of any insurer
providing insurance to such party required to be carried hereunder, any right of
subrogation  which such insurer might otherwise  acquire against the other party
or the shareholders, partners, officers, directors, or employees of either party
by virtue of losses to Landlord  or Tenant.  Each party  hereto  also  expressly
waives  any and every  claim  which  arises or may arise in such  party's  favor
against the other party and such party's shareholders,  partners,  officers, and
employees during the Lease Term for any and all loss of or damage to any of such
party's property, located within or upon or constituting a part of, the Premises
or Building, which loss or damage is caused by a peril required by this Lease to
be covered by the insurance of the party  incurring the loss or, if greater,  to
the  extent  of the  recovery  under an  insurance  policy  covering  the  party
incurring  the loss.  Inasmuch as the mutual  waivers in this Section 20(d) will
preclude the assignment of any claim by way of subrogation  (or otherwise) to an
insurance  company (or any other party),  each party shall promptly give to each
insurance company which has issued to such party policies of property insurance,
written  notice of the terms of the mutual  waivers of  subrogation  and to have
such insured policies properly endorsed, if necessary, to provide for the waiver
of subrogation  and to prevent the  invalidation  of the insurance  coverages by
reason of such waiver.



                                   ARTICLE 21
                              DAMAGE OR DESTRUCTION

         21.1  CASUALTY.  If the  Premises  or  Building  should be  damaged  or
destroyed by fire or other casualty,  Tenant shall give immediate written notice
to Landlord.  Within  thirty (30) days after receipt from Tenant of such written
notice,   Landlord  shall  notify  Tenant  whether  the  necessary  repairs  can
reasonably be made: (a) within sixty (60) days; (b) in more than sixty (60) days
but in less than one hundred  fifty (150) days;  or (c) in more than one hundred
fifty (150) days, in each case after the date of the issuance of permits for the
necessary  repair or  reconstruction  of the portion of the Building or Premises
which was damaged or destroyed.

                  21.1.1 LESS THAN 60 DAYS.  If the Premises or Building  should
be damaged  only to such extent that  rebuilding  or repairs can  reasonably  be
completed within sixty (60) days after the issuance of permits for the necessary
repair or  reconstruction  of the portion of the Building or Premises  which was
damaged  or  destroyed,  this  Lease  shall not  terminate  and,  provided  that
insurance  proceeds  are  available  to pay for the full  repair of all  damage,
Landlord  shall repair the Premises,  except that Landlord shall not be required
to rebuild,  repair or replace Tenant's  Property which may have been placed in,
on or about the Premises by or for the benefit of Tenant.  If Tenant is required
to vacate all or a portion of the Premises during Landlord's repair thereof, the
Base Rent payable hereunder shall be abated  proportionately on the basis of the
size of the area of the  Premises  that is damaged  (i.e.,  the number of square
feet of floor area of the Premises that is damaged  compared to the total square
footage of the floor area of the Premises) from the date Tenant vacates all or a


                                       20


<PAGE>


portion of the  Premises  that was damaged only to the extent  rental  abatement
insurance  proceeds  are  received  by  Landlord  and only during the period the
Premises are unfit for occupancy.

                  21.1.2  GREATER  THAN 60 DAYS.  If the  Premises  or  Building
should be damaged only to such extent that  rebuilding or repairs can reasonably
be  completed  in more than sixty (60) days but in less than one  hundred  fifty
(150)  days  after  the  issuance  of  permits  for  the  necessary   repair  or
reconstruction  of the portion of the Building or Premises  which was damaged or
destroyed,  then Landlord  shall have the option of: (a)  terminating  the Lease
effective upon the occurrence of such damage, in which event the Base Rent shall
be abated from the date Tenant  vacates the Premises;  or (b) electing to repair
the  Premises,  provided  insurance  proceeds are  available to pay for the full
repair of all damage  (except  that  Landlord  shall not be required to rebuild,
repair or replace Tenant's  Property).  If Tenant is required to vacate all or a
portion of the Premises during Landlord's repair thereof,  the Base Rent payable
hereunder shall be abated  proportionately  on the basis of the size of the area
of the Premises that is damaged  (i.e.,  the number of square feet of floor area
of the  Premises  that is damaged  compared to the total  square  footage of the
floor area of the Premises) from the date Tenant vacates all or a portion of the
Premises that was damaged only to the extent rental abatement insurance proceeds
are  received by Landlord  and only during the period the Premises are unfit for
occupancy. In the event that Landlord should fail to substantially complete such
repairs  within one hundred  fifty (150) days after the  issuance of permits for
the  necessary  repair or  reconstruction  of the  portion  of the  Building  or
Premises  which was damaged or destroyed  (such period to be extended for delays
caused by Tenant  or  because  of any  items of Force  Majeure  (as  hereinafter
defined),  and Tenant has not  reoccupied  the  Premises,  Tenant shall have the
right, as Tenant's  exclusive remedy,  within ten (10) days after the expiration
of such one hundred fifty (150) day period,  and provided that such repairs have
not been  substantially  completed within such ten (10) day period, to terminate
this Lease by  delivering  written  notice to  Landlord  as  Tenant's  exclusive
remedy,  whereupon  all rights of Tenant  hereunder  shall  cease and  terminate
thirty (30) days after Landlord's receipt of such notice.

                  21.1.3  GREATER  THAN 150 DAYS.  If the  Premises  or Building
should be so damaged that  rebuilding or repairs cannot be completed  within one
hundred fifty (150) days after the issuance of permits for the necessary  repair
or  reconstruction  of the portion of the Building or Premises which was damaged
or  destroyed,  either  Landlord  or Tenant may  terminate  this Lease by giving
written notice within ten (10) days after notice from Landlord  specifying  such
time  period of repair;  and this Lease  shall  terminate  and the Rent shall be
abated from the date  Tenant  vacates the  Premises.  In the event that  neither
party elects to terminate  this Lease,  Landlord shall commence and prosecute to
completion the repairs to the Building or Premises,  provided insurance proceeds
are available to pay for the repair of all damage  (except that  Landlord  shall
not be required to rebuild,  repair or replace Tenant's Property).  If Tenant is
required to vacate all or a portion of the  Premises  during  Landlord's  repair
thereof, the Base Rent payable hereunder shall be abated  proportionately on the
basis of the size of the area of the Premises that is damaged (i.e.,  the number
of square  feet of floor area of the  Premises  that is damaged  compared to the
total square  footage of the floor area of the  Premises),  from the date Tenant


                                       21


<PAGE>


vacates all or a portion of the  Premises  that was  damaged  only to the extent
rental abatement insurance proceeds are received by Landlord and only during the
period that the Premises are unfit for occupancy.

                  21.1.4  CASUALTY  DURING  THE  LAST  YEAR OF THE  LEASE  TERM.
Notwithstanding  any other  provisions  hereof,  if the Premises or the Building
shall be  damaged  within  the last year of the Lease  Term,  and if the cost to
repair or  reconstruct  the portion of the  Building or the  Premises  which was
damaged or  destroyed  shall  exceed  $25,000,  then,  irrespective  of the time
necessary to complete  such repair or  reconstruction,  Landlord  shall have the
right,  in its sole and absolute  discretion,  to terminate the Lease  effective
upon the occurrence of such damage, in which event the Rent shall be abated from
the date  Tenant  vacates the  Premises.  Notwithstanding  any other  provisions
hereof, if the Premises shall be damaged within the last year of the Lease Term,
and if the cost to repair or  reconstruct  the portion of the Premises which was
damaged or  destroyed  shall  exceed  $25,000,  then,  irrespective  of the time
necessary  to complete  such  repair or  reconstruction,  Tenant  shall have the
right,  in its sole and absolute  discretion,  to terminate the Lease  effective
upon the occurrence of such damage, in which event the Rent shall be abated from
the date Tenant vacates the Premises.  The foregoing  right shall be in addition
to any other right and option of Landlord under this Article 21.

         21.2 UNINSURED CASUALTY.  If the Lease is not terminated,  as set forth
above,  Tenant shall be responsible for and shall pay to Landlord Tenant's share
of any deductible or retention  amount payable under the property  insurance for
the Building (but for earthquake  insurance retention or deductible,  subject to
the  Earthquake  Cap).  In the event  that the  Premises  or any  portion of the
Building is damaged to the extent  Tenant is unable to use the Premises and such
damage is not covered by insurance proceeds received by Landlord or in the event
that the holder of any  indebtedness  secured by the Premises  requires that the
insurance  proceeds be applied to such  indebtedness  or the Premises  cannot be
restored  within  sixty (60) days of the  issuance of permits for the  necessary
repair or  reconstruction,  then  Landlord  shall  have the right at  Landlord's
option,  in Landlord's sole and absolute  discretion,  either (i) to repair such
damage as soon as  reasonably  possible at Landlord's  expense,  or (ii) to give
written  notice  to  Tenant  within  thirty  (30)  days  after  the  date of the
occurrence of such damage of Landlord's  intention to terminate this Lease as of
the date of the  occurrence  of such  damage.  In the event  Landlord  elects to
terminate  this Lease,  Tenant  shall have the right  within ten (10) days after
receipt of such notice to give written notice to Landlord of Tenant's commitment
to pay the cost of  repair of such  damage,  in which  event  this  Lease  shall
continue in full force and effect,  and Landlord shall make such repairs as soon
as reasonably possible subject to the following conditions: Tenant shall deposit
with Landlord Landlord's  estimated cost of such repairs not later than five (5)
business days prior to Landlord's  commencement  of the repair work. If the cost
of such repairs exceeds the amount  deposited,  Tenant shall reimburse  Landlord
for such excess cost within ten (10)  business  days after receipt of an invoice
from  Landlord.  Any  amount  deposited  by Tenant in excess of the cost of such
repairs shall be refunded within thirty (30) days of Landlord's final payment to
Landlord's  contractor.  If Tenant does not give such notice within the ten (10)
day period,  or fails to make such deposit as required,  Landlord shall have the
right, in Landlord's sole and absolute discretion, to immediately terminate this
Lease to be effective as of the date of the occurrence of the damage.  If Tenant
is  reasonably  required  to vacate  all or a  portion  of the  Premises  during
Landlord's  repair thereof,  the Base Rent and Additional Rent payable hereunder


                                       22


<PAGE>


shall  be  abated  proportionately  on the  basis of the size of the area of the
Premises that is damaged  (i.e.,  the number of square feet of floor area of the
Premises that is damaged  compared to the total square footage of the floor area
of the Premises),  from the date Tenant vacates all or a portion of the Premises
that was damaged  only during the period that such  portion of the  Premises are
unfit for occupancy. In any event, if the repairs cannot be completed within one
hundred fifty (150) days after such damage,  Tenant may terminate  this Lease by
giving written notice within ten (10) days after notice from Landlord specifying
such time period of repair; and this Lease shall terminate and the Rent shall be
abated from the date Tenant vacates the Premises.

         21.3 WAIVER.  With respect to any damage or destruction  which Landlord
is  obligated  to repair or may elect to  repair,  Tenant  waives  all rights to
terminate  this  Lease  pursuant  to rights  otherwise  presently  or  hereafter
accorded by law,  including without  limitation any rights granted under Section
1932, subdivision 2, and Section 1933, of the California Civil Code.

                                   ARTICLE 22
                                 EMINENT DOMAIN

         22.1 TOTAL CONDEMNATION. If all of the Premises is condemned by eminent
domain,  inversely condemned or sold under threat of condemnation for any public
or quasi-public use or purpose  ("Condemned"),  this Lease shall terminate as of
the earlier of the date the condemning authority takes title to or possession of
the Premises, and Rent shall be adjusted to the date of termination.

         22.2  PARTIAL  CONDEMNATION.  If any  portion  of the  Premises  or the
Building is Condemned and such partial condemnation  materially impairs Tenant's
ability to use the Premises for Tenant's  business as  reasonably  determined by
Tenant,  Landlord  shall  have  the  option  in  Landlord's  sole  and  absolute
discretion  of either  (i)  relocating  Tenant to  comparable  space  within the
Project which is reasonably  acceptable to Tenant or (ii) terminating this Lease
as of the earlier of the date title vests in the  condemning  authority or as of
the date an order of immediate  possession  is issued and Rent shall be adjusted
to the date of  termination.  If such partial  condemnation  does not materially
impair Tenant's ability to use the Premises for the business of Tenant, Landlord
shall promptly restore the Premises to the extent of any  condemnation  proceeds
recovered by Landlord,  excluding the portion thereof lost in such condemnation,
and this Lease  shall  continue  in full force and effect  except that after the
date of such  title  vesting  or order of  immediate  possession  Rent  shall be
adjusted as reasonably determined by Landlord.

         22.3 AWARD. If the Premises are wholly or partially Condemned, Landlord
shall be entitled  to the entire  award paid for such  condemnation,  and Tenant
waives  any  claim to any part of the  award  from  Landlord  or the  condemning
authority;  provided,  however,  Tenant shall have the right to recover from the
condemning  authority such compensation as may be separately  awarded to Tenant.
No  condemnation  of any kind  shall be  construed  to  constitute  an actual or
constructive  eviction of Tenant or a breach of any express or implied  covenant
of quiet  enjoyment.  Tenant hereby  waives the effect of Sections  1265.120 and
1265.130 of the California Code of Civil Procedure.


                                       23


<PAGE>


         22.4 TEMPORARY  CONDEMNATION.  In the event of a temporary condemnation
not extending  beyond the Term, this Lease shall remain in effect,  Tenant shall
continue  to pay  Rent  and  Tenant  shall  receive  any  award  made  for  such
condemnation  except  damages  to any of  Landlord's  property.  If a  temporary
condemnation  that materially  impairs  Tenant's ability to use the Premises for
Tenant's  business and is for a period which extends beyond the Term, this Lease
shall terminate,  at Tenant's  election,  as of the date of initial occupancy by
the  condemning  authority and any such award shall be distributed in accordance
with the preceding section.

         22.5 RENT ABATEMENT. During any period in which Tenant's ability to use
the  Premises  for  Tenant's  business is  materially  impaired as a result of a
condemnation,  the Base Rent and  Additional  Rent  payable  hereunder  shall be
abated proportionately on the basis of the size of the area of the Premises that
is damaged  (i.e.,  the number of square feet of floor area of the Premises that
is  damaged  compared  to the total  square  footage  of the  floor  area of the
Premises),  from the date Tenant  vacates all or a portion of the Premises  that
was condemned only during the period that such portion of the Premises are unfit
for occupancy.

                                   ARTICLE 23
                              DEFAULTS AND REMEDIES

         23.1  EVENT  OF  DEFAULT.  The  occurrence  of any  one or  more of the
following events shall constitute a default (an "Event of Default") hereunder by
Tenant:

                  (i) The  vacation or  abandonment  of the  Premises by Tenant.
Abandonment is herein defined to include,  but is not limited to, any absence by
Tenant from the Premises for five (5) business days or longer.

                  (ii) The  failure  by  Tenant to make any  payment  of rent or
additional rent or any other payment required to be made by Tenant hereunder, as
and when due.

                  (iii) The  failure by Tenant to observe or perform  any of the
express or implied  covenants  or  provisions  of this Lease to be  observed  or
performed  by Tenant,  other than as  specified  in Section  23.1(a)(i)  or (ii)
above.

                  (iv) (1) The making by Tenant of any  general  assignment  for
the benefit of creditors;  (2) the filing by or against  Tenant of a petition to
have Tenant adjudged a bankrupt or a petition for  reorganization or arrangement
under any law relating to bankruptcy  (unless,  in the case of a petition  filed
against  Tenant,  the  same is  dismissed  within  thirty  (30)  days);  (3) the
appointment of a trustee or receiver to take possession of substantially  all of
Tenant's  assets located at the Premises or of Tenant's  interest in this Lease,
where  possession  is not restored to Tenant within thirty (30) days; or (4) the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's  interest in this Lease where such
seizure is not discharged within thirty days.

                  (v) The making of any material  misrepresentation  or omission
by Tenant or any successor in interest of Tenant in any  materials  delivered by
or on behalf of Tenant to Landlord or Landlord's lender pursuant to this Lease.


                                       24


<PAGE>


                  (vi) The occurrence of an Event of Default set forth in any of
the  foregoing  clauses (iv) or (v) with respect to any guarantor of this Lease,
if applicable.

                  (vii) At the  option  of  Landlord,  in its sole and  absolute
discretion,  if Tenant  occupies  any other  space in the  Project  (the  "Other
Premises",  provided that the Premises and the Other  Premises are both owned by
Landlord at the time of the default),  whether by lease,  sublease or assignment
(in any case, an "Occupancy  Agreement"),  the occurrence of an Event of Default
hereunder  shall  also be a default  or event of  default  under  the  Occupancy
Agreement and a default or event of default under such Occupancy Agreement shall
be an Event of Default hereunder.

                  (viii)   Any failure of Tenant or any guarantor of this Lease
to comply with the terms of Section 49(b) hereof.

         23.2. REMEDIES.

                  23.2.1  TERMINATION.  In the  event of the  occurrence  of any
Event of Default,  Landlord  shall have the right to give a written  termination
notice to Tenant pursuant to California Code of Civil Procedure Section 1161, et
seq.  and, on the date  specified  in such  notice,  this Lease shall  terminate
unless on or before such date all arrears of Rent and all other sums  payable by
Tenant under this Lease and all costs and  expenses  incurred by or on behalf of
Landlord  hereunder  shall  have  been paid by  Tenant  and all other  Events of
Default at the time existing shall have been fully remedied to the  satisfaction
of Landlord.

                  23.2.2 REPOSSESSION.  Following termination, without prejudice
to other  remedies  Landlord may have,  Landlord may (i) peaceably  re-enter the
Premises upon voluntary  surrender by Tenant or remove Tenant  therefrom and any
other persons  occupying the Premises,  using such legal  proceedings  as may be
available; (ii) repossess the Premises or relet the Premises or any part thereof
for such term  (which may be for a term  extending  beyond  the  Term),  at such
rental and upon such other terms and  conditions as Landlord in Landlord's  sole
discretion  shall determine,  with the right to make reasonable  alterations and
repairs to the Premises; and (iii) remove all personal property therefrom.

                  23.2.3 UNPAID RENT/SUMS  EXPENDED BY LANDLORD.  Landlord shall
have all the rights and  remedies  of a landlord  provided  by  Applicable  Law,
including the right to recover from Tenant: (a) the worth, at the time of award,
of the  unpaid  Rent  that had been  earned at the time of  termination,  (b)the
worth,  at the time of award,  of the amount by which the unpaid Rent that would
have been earned after the date of  termination  until the time of award exceeds
the  amount of loss of rent  that  Tenant  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
the loss of rent that Tenant proves could have been reasonably avoided,  (d) all
unamortized  free rent,  if any, (e) any and all  unamortized  sums  expended by
Landlord  for tenant  improvements  and leasing  commissions,  and (f) any other
amount,  and court costs,  necessary to  compensate  Landlord for all  detriment
proximately  caused by  Tenant's  default.  The  phrase  "worth,  at the time of
award,"  as used in (a) and (b)  above,  shall  be  computed  at the  Applicable
Interest Rate, and as used in (c) above,  shall be computed by discounting  such


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<PAGE>


amount at the discount rate of the Federal  Reserve Bank of San Francisco at the
time of award plus one percent (1%).  The items  referenced in (d) and (e) shall
be amortized on a straight line basis over the length of the Term of this Lease.

                  23.2.4 CONTINUATION.  Even though an Event of Default may have
occurred,  this Lease shall  continue in effect for so long as Landlord does not
terminate  Tenant's  right  to  possession;  and  Landlord  may  enforce  all of
Landlord's rights and remedies under this Lease,  including the remedy described
in  California  Civil Code Section  1951.4  ("lessor"  may continue the Lease in
effect after  "lessee's"  breach and  abandonment and recover Rent as it becomes
due, if "lessee" has the right to sublet or assign,  subject only to  reasonable
limitations) to recover Rent as it becomes due.  Landlord,  without  terminating
this Lease, may, during the period Tenant is in default,  enter the Premises and
relet the same, or any portion  thereof,  to third parties for Tenant's  account
and  Tenant  shall be  liable  to  Landlord  for all  costs  Landlord  incurs in
reletting the Premises,  including,  without limitation,  brokers'  commissions,
expenses of  remodeling  the  Premises  and like costs.  Reletting  may be for a
period shorter or longer than the remaining  Term.  Tenant shall continue to pay
the Rent on the date the same is due.  No act by Landlord  hereunder,  including
acts of  maintenance,  preservation  or  efforts  to lease the  Premises  or the
appointment  of a receiver upon  application  of Landlord to protect  Landlord's
interest under this Lease,  shall terminate this Lease unless Landlord  notifies
Tenant that Landlord  elects to terminate this Lease. In the event that Landlord
elects to relet the  Premises,  the rent that Landlord  receives from  reletting
shall be applied to the  payment  of,  first,  any  indebtedness  from Tenant to
Landlord other than Base Rent and Additional Rent; second, all costs,  including
maintenance,  incurred by  Landlord  in  reletting;  and,  third,  Base Rent and
Additional  Rent under this Lease.  After  deducting  the  payments  referred to
above, any sum remaining from the rental Landlord  receives from reletting shall
be held by Landlord  and  applied in payment of future Rent as Rent  becomes due
under this  Lease.  In no event  shall  Tenant be  entitled  to any excess  rent
received by  Landlord.  If, on the date Rent is due under this  Lease,  the rent
received from the reletting is less than the Rent due on that date, Tenant shall
pay to Landlord,  in addition to the  remaining  Rent due, all costs,  including
maintenance, which Landlord incurred in reletting the Premises that remain after
applying the rent received from  reletting as provided  hereinabove.  So long as
this  Lease is not  terminated,  Landlord  shall  have the right to  remedy  any
default of Tenant,  to maintain or improve the Premises,  to cause a receiver to
be appointed to administer the Premises and new or existing subleases and to add
to the Rent payable  hereunder all of Landlord's  reasonable  costs in so doing,
including  without  limitation  attorney's fees and costs,  with interest at the
Applicable Interest Rate from the date of such expenditure.  Landlord shall have
no duty to relet the Premises so long as it has other unleased  space  available
in the Project.

                  23.2.5 CUMULATIVE.  Each right and remedy of Landlord provided
for  herein or now or  hereafter  existing  at law,  in  equity,  by  statute or
otherwise  shall be cumulative and shall not preclude  Landlord from  exercising
any other  rights or  remedies  provided  for in this Lease or now or  hereafter
existing at law or in equity, by statute or otherwise. No payment by Tenant of a
lesser  amount  than  the  Rent  nor any  endorsement  on any  check  or  letter
accompanying  any  check or  payment  as Rent  shall be  deemed  an  accord  and
satisfaction  of full  payment of Rent;  and  Landlord  may accept such  payment
without  prejudice to Landlord's right to recover the balance of such Rent or to
pursue other remedies.


                                       26


<PAGE>


                                   ARTICLE 24
                            ASSIGNMENT AND SUBLETTING

         24.1 Tenant  shall not  voluntarily  assign or encumber its interest in
this Lease or in the Premises,  or sublease all or any part of the Premises,  or
allow  any  other  person  or  entity  to  occupy  or use all or any part of the
Premises, without first obtaining Landlord's prior written consent. Any sublease
shall be in a form reasonably approved by Landlord. Any assignment,  encumbrance
or sublease  without  Landlord's  prior written  consent  shall be voidable,  at
Landlord's  election,  and shall  constitute  a default and at the option of the
Landlord shall result in a termination of this Lease.  No consent to assignment,
encumbrance,  or sublease shall constitute a further waiver of the provisions of
this  section.  Tenant  shall notify  Landlord in writing of Tenant's  intent to
sublease,  encumber or assign this Lease and Landlord shall, within fifteen (15)
business days of receipt of such written notice, elect one of the following:

                  (a)  Consent  to  such  proposed  assignment,  encumbrance  or
sublease;

                  (b) Refuse such consent,  which refusal shall be on reasonable
grounds; or

                  (c) Recapture the entire  Premises,  or at Lender's  election,
such part as Tenant  desires to  sublease  or assign,  in the sole and  absolute
discretion of Landlord.

         24.2  As a  condition  for  granting  its  consent  to any  assignment,
encumbrance or sublease, twenty (20) days prior to any anticipated assignment or
sublease  Tenant shall give Landlord and  Landlord's  lender written notice (the
"Assignment  Notice"),  which shall set forth the name,  address and business of
the  proposed  assignee  or  sublessee,   information   (including   references)
concerning the  character,  ownership,  and financial  condition of the proposed
assignee or  sublessee,  and the  Assignment  Date,  any ownership or commercial
relationship  between  Tenant and the proposed  assignee or  sublessee,  and the
consideration  of all  other  material  terms  and  conditions  of the  proposed
assignment or sublease, all in such detail as Landlord shall reasonably require.
If Landlord  reasonably  requests additional detail, the Assignment Notice shall
not be deemed to have been received  until  Landlord  receives  such  additional
detail,  and Landlord may withhold  consent to any  assignment or sublease until
such additional detail is provided to it. Further, Landlord may require that the
sublessee or assignee remit directly to Landlord on a monthly basis,  all monies
due to Tenant by said assignee or sublessee.

         24.3 The consent by Landlord to any assignment or subletting  shall not
be construed  as relieving  Tenant or any assignee of this Lease or sublessee of
the  Premises  from  obtaining  the express  written  consent of Landlord to any
further  assignment  or  subletting  or as  releasing  Tenant or any assignee or
sublessee of Tenant from any  liability or obligation  hereunder  whether or not
then  accrued.  Regardless  of  whether  or not  Landlord  shall  consent  to an
assignment or sublease,  Tenant shall pay Landlord all of Landlord's  attorneys'
fees and  administrative  costs  incurred  in  connection  with  evaluating  the
Assignment  Notice  immediately  upon  demand.   This  section  shall  be  fully
applicable to all further  sales,  hypothecations,  transfers,  assignments  and


                                       27


<PAGE>


subleases of any portion of the Premises by any successor or assignee of Tenant,
or any sublessee of the Premises.

         24.4 As used in this section,  the subletting of  substantially  all of
the Premises for  substantially all of the remaining term of this Lease shall be
deemed an assignment rather than a sublease. The assignment, sale or transfer of
a twenty-five  (25%) interest in Tenant shall be deemed an assignment  requiring
Landlord's consent hereunder.

         Notwithstanding   the   foregoing,   Landlord   shall  consent  to  the
assignment, sale or transfer if the Assignment Notice states that Tenant desires
to assign the Lease to any entity into which  Tenant (i) wholly owns or controls
Tenant;  (ii) is wholly  owned or  controlled  by Tenant;  (iii) is under common
ownership  or  control  with  Tenant;  or (iv) into  which  Tenant or any of the
foregoing  parties is merged,  consolidated or  reorganized,  or to which all or
substantially  all of Tenant's  assets or any such other party's assets are sold
(a  "Permitted   Transferee"),   provided  that  the  assignee  first  executes,
acknowledges  and delivers to Landlord an agreement  whereby the assignee agrees
to be bound by all of the  covenants  and  agreements in this Lease which Tenant
has agreed to keep,  observe  or  perform,  that the  assignee  agrees  that the
provisions  of this section  shall be binding upon it as if it were the original
Tenant  hereunder and that the assignee  shall have a net worth  (determined  in
accordance with generally accepted accounting  principles  consistently applied)
immediately  after such assignment which is at least equal to the lesser of: (i)
Five  Million  and  No/100  Dollars  ($5,000,000)  or (ii) the net  worth (as so
determined) of Tenant:  (1) at the commencement of this Lease or (2) immediately
before such assignment; whichever is greater.

         24.5 Except as provided above, Landlord's consent to any sublease shall
not be unreasonably  withheld.  A condition to such consent shall be delivery by
Tenant to Landlord  of a true copy of the  sublease  as  reasonably  approved by
Landlord.  If for any proposed  assignment or sublease  Tenant  receives rent or
other  consideration,  either  initially or over the term of the  assignment  or
sublease,  in excess of the Rent called for  hereunder (as such Rent is adjusted
pursuant  to  Section  24.1),  or, in case of the  sublease  of a portion of the
Premises,  in  excess of such  rent  fairly  allocable  to such  portion,  after
appropriate  adjustments to assure that all other payments  called for hereunder
are  taken  into  account,  Tenant  shall pay to  Landlord  as  Additional  Rent
hereunder  seventy five percent (75%) of the excess of each such payment of rent
or other consideration received by Tenant promptly after its receipt. Landlord's
waiver or consent to any assignment or subletting  shall not relieve Tenant from
any obligation under this lease. The parties intend that the preceding  sentence
shall not apply to any  sublease  rentals  respecting  a portion of the Premises
that during the entire term of this Lease was not occupied by Tenant for its own
use, but was always  subleased by Tenant and/or kept vacant.  For the purpose of
this section, the Rent for each square foot of floor space in the Premises shall
be deemed equal.

                                   ARTICLE 25
                       SUBORDINATION; MORTGAGEE PROTECTION

         25.1 SUBORDINATION.  This Lease shall be subject and subordinate to all
ground  leases,  master  leases and the lien of all mortgages and deeds of trust
which now or hereafter affect the Premises or the Project or Landlord's interest
therein,  the CC&Rs and all  amendments  thereto,  all without the  necessity of


                                       28


<PAGE>


Tenant's  executing  further  instruments  to  effect  such  subordination.   If
requested,  Tenant  shall  execute and deliver to Landlord  within ten (10) days
after Landlord's request whatever  documentation that may reasonably be required
to further effect the provisions of this section including,  without limitation,
a Subordination,  Nondisturbance and Attornment Agreement in such form as may be
required by Landlord's lender.  Should any holder of a mortgage or deed of trust
request that this Lease and Tenant's rights  hereunder be made superior,  rather
than subordinate, to the mortgage or deed of trust, then Tenant will, within ten
(10) days after written  request,  execute and deliver such  agreement as may be
required by such holder in order to effectuate and evidence such  superiority of
the Lease to the mortgage or deed of trust.

         25.2 ATTORNMENT. Tenant hereby agrees that Tenant will recognize as its
landlord  under this  Lease and shall  attorn to any  person  succeeding  to the
interest of Landlord in respect of the land and the  buildings  governed by this
Lease upon any  foreclosure  of any mortgage upon such land or buildings or upon
the  execution  of any deed in lieu of  foreclosure  in  respect to such deed of
trust.  If  requested,  Tenant  shall  execute  and  deliver  an  instrument  or
instruments confirming its attornment as provided for herein; provided, however,
that no such beneficiary or successor- in-interest shall be bound by any payment
of Base  Rent  for more  than one (1)  month in  advance,  or any  amendment  or
modification  of this Lease made  without  the express  written  consent of such
beneficiary where such consent is required under applicable loan documents.

         25.3 MORTGAGEE  PROTECTION.  Tenant agrees to give Landlord's lender or
any  holder  of any  mortgage  or deed  of  trust  secured  by the  Project,  by
registered  or  certified  mail  or  nationally  recognized  overnight  delivery
service,  a copy of any notice of default  served  upon the  Landlord by Tenant,
provided that, prior to such notice, Tenant has been notified in writing (by way
of service on Tenant of a copy of  assignment  of rents and leases or otherwise)
of the  address of such  lender or such  holder of a mortgage  or deed of trust.
Tenant  further  agrees that if Landlord  shall have failed to cure such default
within thirty (30) days after such notice to Landlord (or if such default cannot
be cured or  corrected  within that time,  then such  additional  time as may be
necessary  if Landlord has  commenced  within such thirty (30) day period and is
diligently  pursuing  the  remedies or steps  necessary  to cure or correct such
default),  then Landlord's lender or the holder of any mortgage or deed of trust
shall have an  additional  sixty (60) days within  which to cure or correct such
default (or if such default cannot be cured or corrected  within that time, then
such  additional time as may be necessary if such holder of any mortgage or deed
of trust has  commenced  within  such sixty  (60) day  period and is  diligently
pursuing  the  remedies or steps  necessary  to cure or correct  such  default).
Notwithstanding the foregoing, in no event shall Landlord's lender or any holder
of any mortgage or deed of trust have any  obligation to cure any default of the
Landlord.

                                   ARTICLE 26
                              ESTOPPEL CERTIFICATE

                  (a)  Within  ten (10)  business  days  following  any  written
request which Landlord or Landlord's  lender may make from time to time,  Tenant
shall duly execute (and if required by Landlord or Landlord's lender,  have such
signature  acknowledged)  and  deliver to Landlord  and  Landlord's  lender,  an
estoppel certificate in the form then in use by Landlord or its lender. Landlord
and Tenant intend that any statement  delivered  pursuant to this Article 26 may


                                       29


<PAGE>


be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser
of the Building or Project or any interest therein.

                  (b)  Tenant's  failure to deliver such  statement  within such
time shall be an Event of Default hereunder and shall conclusive upon Tenant:

                  (i) That  this  Lease is in full  force  and  effect,  without
modification except as may be represented by Landlord,

                  (ii)  That  there  are  no  uncured   defaults  in  Landlord's
performance,

                  (iii) That not more than one  month's  rental has been paid in
advance; and

                  (iv)  That  Tenant  has no right of  offset,  counterclaim  or
deduction against Rent hereunder.

         (b) Within ten (10) business days  following any written  request which
Tenant may make from time to time (but not more than once every six (6) months),
Landlord  shall duly execute and deliver to Tenant,  an estoppel  certificate in
the form  reasonably  approved by Landlord.  Landlord and Tenant intend that any
statement  delivered  pursuant to this  Article  26(b) may be relied upon by any
mortgagee,  beneficiary,  purchaser  or  prospective  purchaser  of the Tenant's
business or interest therein.

         (c) If  Landlord's  lender  should  require  that this Lease be amended
(other than in the description of the Premises, the Term, the Permitted Use, the
Rent or as will  substantially,  materially  and adversely  affect the rights of
Tenant),  Landlord  shall give written  notice  thereof to Tenant,  which notice
shall be accompanied by a Lease  supplement  embodying such  amendments.  Tenant
shall, within ten (10) days after the receipt of Landlord's notice,  execute and
deliver to Landlord the tendered Lease supplement.

                                   ARTICLE 27
                                     SIGNAGE

         Landlord shall provide for Tenant the opportunity to have Tenant's name
placed upon the Building lobby directory  sign, and at Tenant's  entrance to the
Premises.  Tenant shall have no other right to maintain a Tenant  identification
sign in any other  location  in, on or about the  Premises,  the  Building,  the
Project,  or Bernal  Corporate  Park and shall not  display  or erect any Tenant
identification  sign, display or other advertising material that is visible from
the exterior of the Building. The size, design, color and other physical aspects
of the  Tenant  identification  sign  shall be  subject  to  Landlord's  written
reasonable  approval prior to installation.  The cost of the installation of the
sign,  and its  maintenance  and  removal  expense,  shall be at  Tenant's  sole
expense.  If Tenant  fails to maintain its sign or if Tenant fails to remove its
sign upon termination of this Lease,  Landlord may do so at Tenant's expense and
Tenant's  reimbursement to Landlord for such amounts shall be deemed  additional
rent. All signs shall comply with rules and regulations set forth by Landlord as
may be modified from time to time.


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<PAGE>


                                   ARTICLE 28
                              RULES AND REGULATIONS

         Tenant  shall  faithfully  observe  and  comply  with  the  "Rules  and
Regulations,"  a copy of which is attached  hereto and marked EXHIBIT D, and all
reasonable and  nondiscriminatory  modifications  thereof and additions  thereto
from time to time put into effect by Landlord. Landlord shall not be responsible
to Tenant for the violation or  non-performance  by any other tenant or occupant
of the Project of any of said Rules and Regulations.

                                   ARTICLE 29
                                CONFLICT OF LAWS

         This Lease shall be governed by and  construed  pursuant to the laws of
the State of California.

                                   ARTICLE 30
                             SUCCESSORS AND ASSIGNS

         Except as  otherwise  provided  in this  Lease,  all of the  covenants,
conditions and provisions of this Lease shall be binding upon and shall inure to
the  benefit  of  the  parties  hereto  and  their  respective  heirs,  personal
representatives, successors and assigns.

                                   ARTICLE 31
                              SURRENDER OF PREMISES

         The voluntary or other  surrender of this Lease by Tenant,  or a mutual
cancellation  thereof,  shall not work a merger,  and  shall,  at the  option of
Landlord,  operate  as  an  assignment  to  it  of  any  or  all  subleases  and
subtenancies.

                                   ARTICLE 32
                                 ATTORNEYS' FEES

         (a) If Landlord  should bring suit for possession of the Premises,  for
the  recovery of any sum due under this  Lease,  or because of the breach of any
provisions of this Lease, or for any other relief against Tenant  hereunder,  or
in the event of any other  litigation  between the parties  with respect to this
Lease,  then all costs  and  expenses,  including  reasonable  attorneys'  fees,
incurred by the prevailing party therein shall be paid by the other party, which
obligation on the part of the other party shall be deemed to have accrued on the
date of the commencement of such action and shall be enforceable  whether or not
the action is prosecuted to judgment.

         (b) If  Landlord is named as a defendant  in any suit  brought  against
Tenant in connection with or arising out of Tenant's occupancy hereunder, Tenant
shall pay to Landlord  its costs and expenses  incurred in such suit,  including
reasonable attorneys' fees.


                                       31


<PAGE>


                                   ARTICLE 33
                              PERFORMANCE BY TENANT

         All covenants and agreements to be performed by Tenant under any of the
terms of this  Lease  shall be  performed  by Tenant at  Tenant's  sole cost and
expense and without any  abatement of rent.  If Tenant shall fail to pay any sum
of money owed to any party other than Landlord, for which it is liable hereunder
or if Tenant  shall  fail to perform  any other act on its part to be  performed
hereunder and such failure shall  continue for ten days after notice  thereof by
Landlord,  Landlord may, without waiving or releasing Tenant from obligations of
Tenant, but shall not be obligated to, make any such payment or perform any such
other act to be made or  performed  by Tenant.  All sums so paid by Landlord and
all necessary  incidental  costs  together with interest  thereon at the maximum
rate  permissible  by law,  from the date of such payment by Landlord,  shall be
payable  to  Landlord  on  demand.  Tenant  covenants  to pay any such  sums and
Landlord  shall have (in addition to any other right or remedy of Landlord)  all
rights and remedies in the event of the non-payment thereof by Tenant as are set
forth in Article 23 hereof.

                                   ARTICLE 34
                              MORTGAGEE PROTECTION

         In the event of any default on the part of  Landlord,  Tenant will give
notice by registered or certified mail to any  beneficiary of a deed of trust or
mortgage  covering  the  Premises  whose  address  shall have been  furnished to
Tenant,  and shall offer such beneficiary or mortgagee a reasonable  opportunity
to cure the  default,  including  time to obtain  possession  of the Premises by
power of sale or a judicial  foreclosure,  if such  should  prove  necessary  to
effect a cure.

                                   ARTICLE 35
                             DEFINITION OF LANDLORD

         The term  "Landlord",  as used in this Lease,  so far as  covenants  or
obligations on the part of Landlord are concerned,  shall be limited to mean and
include only the owner or owners,  at the time in question,  of the fee title of
the Premises or the lessees under any ground lease,  if any. In the event of any
transfer,  assignment  or other  conveyance  or  transfers  of any  such  title,
Landlord  herein named (and in case of any subsequent  transfers or conveyances,
the then grantor) shall be  automatically  freed and relieved from and after the
date of such transfer, assignment or conveyance of all liability as respects the
performance of any covenants or obligations on the part of Landlord contained in
this Lease thereafter to be performed. Without further agreement, the transferee
of such title shall be deemed to have  assumed and agreed to observe and perform
any and all  obligations  of Landlord  hereunder,  during its  ownership  of the
Premises. Landlord may transfer its interest in the Premises without the consent
of  Tenant  and such  transfer  or  subsequent  transfer  shall  not be deemed a
violation on Landlord's part of any of the terms and conditions of this Lease.


                                       32


<PAGE>


                                   ARTICLE 36
                                     WAIVER

The waiver by either  party of any  breach of any term,  covenant  or  condition
herein contained shall not be deemed to be a waiver of any subsequent  breach of
the same or any other term,  covenant or condition herein  contained,  nor shall
any  custom  or  practice   which  may  grow  up  between  the  parties  in  the
administration  of the terms  hereof be deemed a waiver of or in any way  affect
the right of either party to insist upon the  performance  by the other party in
strict  accordance with said terms. The subsequent  acceptance of Rent hereunder
by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant
or 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.
Without  limiting  the  generality  of the  foregoing,  the  acceptance  of Rent
hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of
any  provision  hereof,  other than the failure of Tenant to pay the  particular
Rent so accepted.  Tenant agrees and  acknowledges  that the foregoing  provides
actual and sufficient knowledge to Tenant,  pursuant to California Code of Civil
Procedure  Section  1161.1(c),  that  acceptance  of a partial  rent  payment by
Landlord  does not  constitute a waiver of any of  Landlord's  rights under said
Section 1161.1(c).


                                   ARTICLE 37
                            IDENTIFICATION OF TENANT

         If more than one person executes this Lease as Tenant:

                  (i)  Each of them is  jointly  and  severally  liable  for the
keeping,  observing and performing of all of the terms,  covenants,  conditions,
provisions  and  agreements of this Lease to be kept,  observed and performed by
Tenant, and

                  (ii) The term  "Tenant"  as used in this Lease  shall mean and
include each of them jointly and severally. The act of or notice from, or notice
to refund to, or the  signature of any one or more of them,  with respect to the
tenancy of this Lease,  including,  but not limited to any  renewal,  extension,
expiration,  termination or  modification  of this Lease,  shall be binding upon
each and all of the persons  executing  this Lease as Tenant with the same force
and effect as if each and all of them had so acted or so given or received  such
notice or refund or so signed.

                                   ARTICLE 38
                                     PARKING

         The  use  by  Tenant,  its  employees  and  invitees,  of  the  parking
facilities  of the  Project  shall be on the terms and  conditions  set forth in
EXHIBIT E attached hereto and by this reference incorporated herein and shall be
subject to such other agreement  between  Landlord and Tenant as may hereinafter
be established.  Tenant,  its employees and invitees shall use no more than four
(4) non-exclusive  parking spaces per one thousand (1,000) square feet of leased
space.  Tenant's use of the parking spaces shall be confined to the Project. If,
in Landlord's reasonable business judgment, it becomes necessary, Landlord shall
exercise due diligence to cause the creation of cross-parking easements and such
other  agreements as are necessary to permit Tenant,  its employees and invitees
to use parking spaces on the properties and buildings of Bernal  Corporate Park,
which are separate  legal  parcels from the Project.  Tenant  acknowledges  that


                                       33


<PAGE>


other  tenants of the  Project  and the  tenants of the other  buildings,  their
employees and invitees, may be given the right to park at the Project.

                                   ARTICLE 39
                               TERMS AND HEADINGS

         The words  "Landlord"  and  "Tenant" as used herein  shall  include the
plural as well as the singular.  Words used in any gender include other genders.
The  section  headings of this Lease are not a part of this Lease and shall have
no effect upon the construction or interpretation of any part hereof.

                                   ARTICLE 40
                              EXAMINATION OF LEASE

         Submission of this  instrument  for  examination or signature by Tenant
does  not  constitute  a  reservation  of or  option  for  lease,  and it is not
effective  as a lease or  otherwise  until  execution  by and  delivery  to both
Landlord and Tenant.

                                   ARTICLE 41
                                      TIME

         Time  is of the  essence  with  respect  to the  performance  of  every
provision of this Lease in which time or performance is a factor.

                                   ARTICLE 42
                           PRIOR AGREEMENT: AMENDMENTS

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

                                   ARTICLE 43
                                  SEPARABILITY

         Any  provision  of this Lease which shall prove to be invalid,  void or
illegal in no way affects,  impairs or invalidates any other  provision  hereof,
any such other provisions shall remain in full force and effect.

                                   ARTICLE 44
                                    RECORDING

         Neither  Landlord  nor Tenant  shall record this Lease nor a short form
memorandum thereof without the consent of the other.


                                       34


<PAGE>


                                   ARTICLE 45
                                    CONSENTS

         Unless otherwise specified herein, whenever the consent of either party
is required  hereunder such consent shall not be unreasonably  withheld.  Tenant
shall pay Landlord  within thirty (30) days of written  demand all of Landlord's
reasonable  third party out of pocket fees and expenses  incurred in  connection
with  evaluating any request by Tenant (or on behalf of Tenant) for any Landlord
consent.

                                   ARTICLE 46
                             LIMITATION ON LIABILITY

         In consideration  of the benefits  accruing  hereunder,  Tenant and all
successors  and assigns  covenant and agree that,  in the event of any actual or
alleged failure, breach or default hereunder by Landlord:

         (a) The sole and  exclusive  remedy  shall be  against  the  Landlord's
interest in the Project;

         (b) No  partner,  member,  shareholder,  officer,  agent or employee of
Landlord  shall be sued or named as a party in any suit or action (except as may
be necessary to secure jurisdiction of Landlord);

         (c) No service or process  shall be made against any  partner,  member,
shareholder,  officer, agent or employee of Landlord (except as may be necessary
to secure jurisdiction of Landlord);

         (d) No  partner,  member,  shareholder,  officer,  agent or employee of
Landlord  shall be  required  to answer or  otherwise  plead to any  service  of
process;

         (e) No judgment will be taken against any partner, member, shareholder,
officer, agent or employee of Landlord;

         (f) Any  judgment  taken  against  any  partner,  member,  shareholder,
officer,  agent or employee of Landlord may be vacated and set aside at any time
nunc pro tunc;

         (g) No writ of execution  will ever be levied against the assets of any
partner, officer, agent or employee of Landlord;

         (h) These covenants and agreements are enforceable both by Landlord and
also by any partner, officer, agent or employee of Landlord.

                                   ARTICLE 47
                                     RIDERS

         Clauses,  plats and riders,  if any,  signed by Landlord and Tenant and
affixed to this Lease are a part hereof.


                                       35


<PAGE>


                                   ARTICLE 48
                                    EXHIBITS

         All Exhibits attached hereto are incorporated into this Lease.

                                   ARTICLE 49
                 MODIFICATION FOR LENDER; FINANCIAL INFORMATION

         (a) If, in connection with obtaining construction, interim or permanent
financing for the Project the lender shall request  reasonable  modifications in
this  Lease as a  condition  to such  financing,  Tenant  will not  unreasonably
withhold,  delay or defer its consent thereto,  provided that such modifications
do not increase the  obligations  of Tenant  hereunder or  materially  adversely
affect the leasehold interest hereby created or Tenant's rights hereunder.

         (b) Prior to the date hereof,  Tenant has delivered  certain  Financial
Information  (as  hereinafter  defined) to Landlord and Landlord has relied to a
material extent on such financial  information in agreeing to lease the Premises
to Tenant.  Tenant  represents,  warrants,  certifies  and covenants to Landlord
that: (i) all of the financial  information (other than future  projections,  if
any)  (collectively,  "Financial  Information")  delivered by Tenant to Landlord
prior to the date hereof is true,  correct and complete in all material respects
as of the date of such  Financial  Information;  (ii) the Financial  Information
accurately  represents  the financial  condition of the Tenant as of the date of
such  Financial  Information;  (iii) if  Tenant  delivered  unaudited  Financial
Information  to  Landlord,  then  Tenant  does not have  any  audited  financial
statements  for the three (3) calendar  and/or  fiscal years  preceding the date
hereof;  (iv) the Financial  Information was prepared using  generally  accepted
accounting  principles  consistently  applied;  and (v) Tenant has  delivered to
Landlord  all  material   information  in  Tenant's  possession  and/or  control
concerning  the  financial  condition  of Tenant.  Unless  the same is  publicly
available on line,  Tenant  shall at its own cost and expense,  upon any written
request by Landlord  (not to exceed one (1)  request  every  calendar  quarter),
deliver to Landlord  true,  correct and  complete  copies of Tenant's  then most
recent  Financial  Information,  and if available,  such  Financial  Information
delivered to Landlord shall have been audited.  Any failure by Tenant to deliver
its then most recent financial  Information within ten (10) business days (which
shall be in lieu of any grace period set forth  herein,  if any) after a written
request by  Landlord  to Tenant or if any  Financial  Information  delivered  by
Tenant to  Landlord  is not true,  correct  and  complete as of the date of such
Financial  Information  shall in either  case be an Event of  Default  by Tenant
hereunder.  Tenant agrees and acknowledges that notwithstanding  anything to the
contrary  set  forth in this  Lease,  under no  circumstances  shall  Tenant  be
afforded any notice and/or cure rights with regards to any Financial Information
that is not true,  correct and complete in all material  respects as of the date
of the Financial  Information.  The  foregoing  provisions of this Section 49(b)
shall also apply to any guarantor of this Lease.

                                   ARTICLE 50
                                PROJECT PLANNING

         If Landlord  requires the Premises for use in conjunction  with another
suite or for other reasons  connected with the Project  planning  program,  upon
notifying Tenant in writing, Landlord shall have the right to relocate Tenant to


                                       36


<PAGE>


other space in the  Project,  so long as the same is located on the first floor,
at Landlord's sole cost and expense (which shall include the costs of relocating
the Tenant, including,  without limitation,  new letterhead and other stationary
and moving  expenses),  and the terms and conditions of the original Lease shall
remain in full force and effect,  except that a revised EXHIBIT A reflecting the
location  of the new space shall be attached to and become a part of this Lease.
However,  if the new space does not meet with  Tenant's  approval,  Tenant shall
have the right to terminate this Lease effective  thirty (30) days after written
notice to  Landlord,  which  notice  shall be given  within  ten (10) days after
receipt of Landlord's notification.

                                   ARTICLE 51
                               HAZARDOUS MATERIALS

         Tenant shall not cause nor permit,  nor allow any Tenant Party to cause
or permit,  any Hazardous  Materials to be brought upon,  stored,  manufactured,
generated,  blended, handled,  recycled,  treated, disposed or used on, under or
about the  Premises,  the Building,  the Common Area or the Project,  except for
routine office and janitorial supplies in usual and customary quantities stored,
used and  disposed of in  accordance  with all  applicable  Environmental  Laws.
Tenant  and  Tenant's  Parties  shall  comply  with all  Environmental  Laws and
promptly notify Landlord in writing of the violation of any Environmental Law or
presence of any Hazardous  Materials,  other than office and janitorial supplies
as permitted above, on the Premises. Landlord shall have the right to enter upon
and inspect the Premises and to conduct tests, monitoring and investigations. If
such tests  indicate  the  presence  of any  environmental  condition  caused or
exacerbated  by Tenant or any Tenant  Party or arising  during  Tenant's  or any
Tenant  Party's  occupancy,  Tenant  shall  reimburse  Landlord  for the cost of
conducting  such  tests.  The phrase  "environmental  condition"  shall mean any
adverse  condition  relating  to any  Hazardous  Materials  or the  environment,
including surface water,  groundwater,  drinking water supply,  land, surface or
subsurface  strata  or  the  ambient  air  and  includes  air,  land  and  water
pollutants,  noise,  vibration,  light  and  odors.  In the  event  of any  such
environmental  condition  caused or  exacerbated  by  Tenant or a Tenant  Party,
during the term of this  Lease,  Tenant  shall  promptly  take any and all steps
necessary to rectify the same to the satisfaction of the applicable agencies and
Landlord, or shall, at Landlord's election, reimburse Landlord, upon demand, for
the cost to Landlord of performing  rectifying work. The reimbursement  shall be
paid to  Landlord  in advance of  Landlord's  performing  such work,  based upon
Landlord's  reasonable estimate of the cost thereof; and upon completion of such
work by Landlord,  Tenant shall pay to Landlord any shortfall within thirty (30)
days after Landlord bills Tenant  therefore or Landlord shall within thirty (30)
days  refund to Tenant  any excess  deposit,  as the case may be.  Tenant  shall
indemnify, protect, defend (by counsel acceptable to Landlord) and hold harmless
Landlord  and  Landlord's  affiliated  entities,  and each of  their  respective
members,  managers,  partners,  directors,  officers,  employees,  shareholders,
lenders,  agents,  contractors,  along with the  successors  and  assigns of the
foregoing,  (individually and collectively,  "Indemnitees") from and against any
and all claims, judgments,  causes of action, damages,  penalties, fines, taxes,
costs, liabilities,  losses and expenses arising at any time during or after the
Term as a result  (directly or indirectly)  of or in connection  with (a) Tenant
and/or any Tenant  Party's  breach of this  Article  51 or (b) the  presence  of
Hazardous  Materials  on,  under or about the  Premises  or other  property as a
result   (directly  or  indirectly)  of  Tenant's   and/or  any  Tenant  Party's


                                       37


<PAGE>


activities,  or failure to act, in connection with the Premises.  This indemnity
shall include, without limitation, the cost of any required or necessary repair,
cleanup  or  detoxification,  and  the  preparation  and  implementation  of any
closure,  monitoring or other required plans, whether such action is required or
necessary  prior to or  following  the  termination  of this Lease.  Neither the
written consent by Landlord to the presence of Hazardous  Materials on, under or
about the Premises,  nor the strict  compliance by Tenant with all Environmental
Laws, shall excuse Tenant from Tenant's  obligation of indemnification  pursuant
hereto.  Tenant's  obligations pursuant to the foregoing indemnity shall survive
the expiration or termination of this Lease.

                                   ARTICLE 52
                                  COUNTERPARTS

         This Lease may be executed in two or more fully or  partially  executed
counterparts,  any  one or  more of  which  may be  executed  and  delivered  by
facsimile  transmission,  each of which will be deemed an  original  binding the
signer thereof against the other signing parties, but all counterparts  together
will constitute one and the same instrument.


                                   ARTICLE 53
                                  FORCE MAJEURE

         As used  herein,  a "Force  Majeure"  event shall mean any acts of God,
inability to obtain labor, strikes,  lockouts,  lack of materials,  governmental
restrictions,  enemy actions,  civil commotion,  fire,  earthquake,  unavoidable
casualty or other similar  causes  beyond  Landlord's  control.  It is expressly
agreed that Landlord  shall not be obliged to settle any strike to avoid a Force
Majeure event from continuing.

                                   ARTICLE 54
                        WAIVER OF RIGHT TO TRIAL BY JURY

EACH PARTY TO THIS LEASE HEREBY  EXPRESSLY  WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION  ARISING  HEREUNDER  WHETHER SUCH
CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER  SOUNDING IN CONTRACT OR TORT OR  OTHERWISE;  AND EACH PARTY  HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
BE DECIDED BY COURT TRIAL  WITHOUT A JURY,  AND THAT ANY PARTY TO THIS LEASE MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE  CONSENT OF THE  PARTIES  HERETO TO THE WAIVER OF ANY RIGHT THEY
MIGHT  OTHERWISE  HAVE TO TRIAL BY JURY.  NOTWITHSTANDING  THE  FOREGOING TO THE
CONTRARY, IN THE EVENT THAT THE JURY TRIAL WAIVER CONTAINED HEREIN SHALL BE HELD
OR DEEMED TO BE  UNENFORCEABLE,  EACH PARTY HERETO  HEREBY  EXPRESSLY  AGREES TO


                                       38


<PAGE>


SUBMIT TO JUDICIAL  REFERENCE  PURSUANT TO  CALIFORNIA  CODE OF CIVIL  PROCEDURE
SECTIONS 638 THROUGH 645.1 ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION ARISING
HEREUNDER  FOR WHICH A JURY TRIAL WOULD  OTHERWISE BE  APPLICABLE  OR AVAILABLE.
PURSUANT TO SUCH JUDICIAL  REFERENCE,  THE PARTIES AGREE TO THE APPOINTMENT OF A
SINGLE  REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE  SELECTION OF A
REFEREE.  IF THE  PARTIES  ARE UNABLE TO AGREE ON A SINGLE A REFEREE,  A REFEREE
SHALL BE  APPOINTED  BY THE  COURT  UNDER  CALIFORNIA  CODE OF  CIVIL  PROCEDURE
SECTIONS  638 AND 640 TO HEAR ANY  DISPUTES  HEREUNDER  IN LIEU OF ANY SUCH JURY
TRIAL. THE PARTIES  ACKNOWLEDGE AND AGREE THAT THE APPOINTED  REFEREE SHALL HAVE
THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE  ACTION OR PROCEEDING,  WHETHER
OF FACT OR LAW,  AND SHALL  REPORT A STATEMENT  OF DECISION  THEREON;  PROVIDED,
HOWEVER,  THAT ANY MATTERS  WHICH WOULD NOT  OTHERWISE  BE THE SUBJECT OF A JURY
TRIAL WILL BE UNAFFECTED BY THIS WAIVER AND THE AGREEMENTS CONTAINED HEREIN. THE
PARTIES  HERETO  HEREBY  AGREE THAT THE  PROVISIONS  CONTAINED  HEREIN HAVE BEEN
FAIRLY NEGOTIATED ON AN ARMS-LENGTH  BASIS, WITH BOTH SIDES AGREEING TO THE SAME
KNOWINGLY AND BEING  AFFORDED THE  OPPORTUNITY  TO HAVE THEIR  RESPECTIVE  LEGAL
COUNSEL  CONSENT TO THE MATTERS  CONTAINED  HEREIN.  ANY PARTY TO THIS LEASE MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE  CONSENT OF THE  PARTIES  HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY AND THE AGREEMENTS  CONTAINED  HEREIN REGARDING THE APPLICATION OF
JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER.

                                   ARTICLE 55
                                 OPTION TO RENEW

         (a)  Subject  to the  terms of this  Article  55 and  provided  that no
monetary  Event of Default  has  occurred,  Tenant  shall have one (1) option to
extend  ("Renewal  Option")  the Term of this Lease for  THIRTY SIX (36)  MONTHS
commencing  upon the  expiration  of the initial  Term of the Lease  ("Extension
Term").  In the event  Tenant  elects to exercise its option to extend the Lease
Term by the Extension Term, as provided hereunder, Tenant shall provide Landlord
irrevocable written notice of such election, no earlier than two hundred seventy
(270)  days and no  later  than  one  hundred  eighty  (180)  days  prior to the
then-existing  expiration date of the Term of this Lease.  Except for Base Rent,
the terms and  conditions  of this  Lease  during  the  Extension  Term shall be
identical  to the  terms  and  conditions  of this  Lease.  Base  Rent  shall be
determined as set forth in Article 55(b) below.

         (b) Base Rent for the  Extension  Term shall be adjusted to one hundred
percent (100%) of the fair market rental value ("FMV"), as determined herein. In
the event Tenant timely  exercises the Renewal Option,  Landlord  shall,  within
twenty (20) days after receipt of Tenant's notice exercising the Renewal Option,


                                       39


<PAGE>


notify Tenant of Landlord's  good faith  determination  of the Base Rent for the
Extension Term (the "Landlord's  Option Rent Response").  Tenant shall accept or
reject  Landlord's  Option Rent  Response by notice to Landlord  within ten (10)
business days following  receipt of Landlord's  Option Rent Response.  If Tenant
fails to object to Landlord's Option Rent Response within such time period, then
Landlord's determination of FMV set forth in the Landlord's Option Rent Response
shall be conclusive  and binding.  If Tenant does not accept  Landlord's  Option
Rent  Response,  then  Landlord and Tenant shall  attempt to agree upon the Base
Rent for the Extension Term ("Option Rent"),  using their good faith efforts. If
Landlord  and Tenant fail to reach  agreement on the Option Rent within ten (10)
business days  following  Tenant's  receipt of Landlord's  Option Rent Response,
then within five (5) business  days after  demand by either  Landlord or Tenant,
each party shall  simultaneously  present to the other and certify to each other
such party's final offer regarding the Option Rent for the Extension Term (each,
a "Last Offer"). If the parties fail to agree on the Option Rent within ten (10)
business days  following  Tenant's  receipt of Landlord's  Option Rent Response,
such Last Offers shall be submitted to  arbitration  by Landlord  and/or  Tenant
(the   "Arbitration   Demand")  in  accordance  with  Article  55(b)(i)  through
(b)(viii),  below and in accordance  with the then existing Rules for Commercial
Arbitration of the American Arbitration Association, or its successor.

                  (i) Landlord and Tenant shall each appoint one (1)  arbitrator
(each, an "Original Arbitrator") who shall be a real estate broker with at least
ten (10) years  experience  in the leasing of  commercial  office  properties in
Pleasanton,  California.  Original Arbitrators shall be appointed within fifteen
(15) days after the Arbitration Demand.

                  (ii) The two Original  Arbitrators  so appointed  shall within
ten (10) days of the date of the  appointment of the last  appointed  arbitrator
agree upon and appoint a third arbitrator  ("Neutral  Arbitrator";  and together
with the Original Arbitrators,  the "Arbitration Panel"). The Neutral Arbitrator
shall be an appraiser  certified as an "MAI" or "ASA"  appraiser  who has had at
least five (5) years  experience  within the  previous  ten (10) years as a real
estate appraiser of commercial office properties in Pleasanton,  California. For
purposes  hereof,  an "MAI"  appraiser  means  an  individual  who  holds an MAI
designation  conferred  by,  and  is an  independent  member  of,  the  American
Institute of Real Estate  Appraisers (or its successor  organization,  or in the
event there is no successor organization,  the organization and designation most
similar), and an "ASA" appraiser means an individual who holds the Senior Member
designation  conferred by, and is an independent member of, the American Society
of  Appraisers  (or its  successor  organization,  or, in the event  there is no
successor organization, the organization and designation most similar).

                  (iii)  The  sole  role of the  Arbitration  Panel  shall be to
determine  the  FMV  for  the  Extension  Term.  In  determining  the  FMV,  the
Arbitration  Panel shall take into account the  following:  (A) the  Arbitration
Demand;  and (B) the annual  rent per  rentable  square foot that  Landlord  has
accepted  in other  current  similar  transactions  in the  Project and what the
Landlord has accepted in other current  similar  transactions  in the properties
owned by Landlord and  adjoining  the Project,  and what a willing,  comparable,
renewal,  non-equity tenant would pay, and what a willing comparable landlord in
the  Pleasanton  area  would  accept  at arms  length,  in either  case,  giving
appropriate  consideration to all economic benefits achievable by Landlord, such
as monthly Base Rent (including  periodic  adjustments),  Additional Rent in the
form of Direct Expense reimbursements,  and any and all monetary or non-monetary


                                       40


<PAGE>


concessions including,  without limitation, (x) a then-current base year and (y)
any Renewal Concessions (as hereinafter  defined),  if any, that may be given in
the market place to a comparable  renewal tenant, as is chargeable for a similar
use of comparable space for a comparable term in a comparable office building in
a comparable  location in the Pleasanton area. As used herein,  the term Renewal
Concessions shall mean the following: (a) rental abatement concessions,  if any,
provided in connection with such comparable  space; and (b) tenant  improvements
or allowances  provided or to be provided for such comparable space, taking into
account, and deducting the value of, the existing  improvements in the Premises,
such value to be based upon the age,  quality and layout of the improvements and
such value to be based upon the age,  quality and layout of the improvements and
the extent to which the same can be utilized by Tenant  based upon the fact that
the precise  tenant  improvements  existing  in the  Premises  are  specifically
suitable  to  Tenant;  provided,  however,  that  in  calculating  the  FMV,  no
consideration  shall be given to any period of rent abatement given such tenants
in connection with the  construction  of improvements in such comparable  space.
If, in determining the FMV, a tenant improvement allowance is granted under item
(b) above,  Landlord may, at Landlord's  sole option,  elect any of a portion of
the following:  (1) to grant some or all of the Renewal Concessions to Tenant in
the form as  described  above (i.e.,  as an  improvement  allowance),  or (2) to
adjust the rental rate component of the FMV to be an effective rental rate which
takes into  consideration the total dollar value of such Renewal  Concession (in
which case to the extent the Renewal  Concession  is evidenced in the  effective
rental rate, it shall not be granted to Tenant).

                  (iv) If either Landlord or Tenant fails to appoint an Original
Arbitrator within fifteen (15) days after the other party's  Arbitration Demand,
then the first appointed Original  Arbitrator shall select a Last Offer to serve
as the Option Rent for the Extension Term using the same criteria  applicable in
case of a Neutral Arbitrator under Article 55 (b)(iii) above.

                  (v) If the two (2) Original Arbitrators fail to agree upon and
appoint a Neutral  Arbitrator,  or if both  parties  fail to appoint an Original
Arbitrator,  then the Neutral  Arbitrator  shall be  appointed  by the  American
Arbitration Association, or a successor entity.

                  (vi) The cost of an Original  Arbitrator shall be borne by the
appointing  party. The cost of the Neutral  Arbitrator and other customary costs
payable to third parties initially shall be paid by Landlord and Tenant equally.

                  (vii) If the actual FMV of the Premises as  determined  by the
Arbitration  Panel is greater  than  Landlord's  determination  or differs  from
Landlord's  determination  of FMV as set forth in the Last Offer by five percent
(5%) or less, the costs of arbitration pursuant to this Article shall be paid by
Tenant. If the actual FMV of the Premises as determined by the Arbitration Panel
is less than Landlord's  determination  of FMV as set forth in the Last Offer by
greater than five (5%), the costs of arbitration shall be paid by Landlord.

         (viii)  In the  event  that the  Option  Rent  has not been  determined
pursuant to the terms hereof prior to the  commencement  of the Extension  Term,
Tenant shall be required to pay the Option Rent at the lesser of Landlord's Last
Offer or one hundred fifty percent  (150%) of the Base Rent in effect at the end
of the immediately  preceding Renewal Term. Upon the final  determination of the


                                       41


<PAGE>


Option Rent,  the payments  made by Tenant shall be  reconciled  with the actual
amounts  of  Option  Rent  due,  and  the  appropriate   party  shall  make  any
corresponding payment to the other party.

         (c) Notwithstanding  anything to the contrary set forth herein,  Tenant
shall have no right to exercise the Renewal  Option (or if the Renewal Option is
exercised, but the following conditions are not satisfied,  then the exercise of
the  Renewal  Option  shall  be  void)  if:  (i) the net  worth  (determined  in
accordance with generally accepted accounting  principles  consistently applied)
of the Tenant at the time it desires to exercise the Renewal Option or as of the
commencement  date of the  Extension  Term is less than Five  Million and No/100
Dollars ($5,000,000).  Tenant shall be required, as a condition precedent to the
Renewal  Option being validly  exercised,  to provide  evidence  (which shall be
reasonably  acceptable  to Landlord)  that the  foregoing  conditions  have been
satisfied.

         (d) No later than  thirty  (30) days prior to the  commencement  of the
Extension  Term,  Tenant shall deposit with Landlord an amount,  that when taken
together with the Security Deposit,  equals the Base Rent due for the last month
of the  Extension  Term  ("Additional  Deposit")  if such  amount  has then been
determined and if not promptly upon such determination. Upon the commencement of
the Extension Term, the term "Security Deposit" shall automatically  include the
"Additional  Deposit" and the  Additional  Deposit shall be held pursuant to the
terms of Article 5 hereof. If Tenant fails to deposit the Additional  Deposit as
and when required  hereunder,  Tenant's  exercise of the Renewal Option shall be
null and void and the Term of the Lease shall expire naturally expire.

         (e)  Notwithstanding  anything to the contrary  contained  herein,  the
Renewal  Option in this  Article 55 is personal to the  originally  named Tenant
above, shall be exercisable only by originally named Tenant above and may not be
assigned  (other than to a Permitted  Transferee)  or  exercised by any assignee
(other than a Permitted  Transferee),  sublessee or transferee of the originally
named Tenant's interest in the Lease (other than the Permitted  Transferee),  or
any  successor  in interest to the  originally  named Tenant above (other than a
Permitted Transferee), nor may it be exercised if any portion of the Premises is
sublet,  or if the originally named Tenant above (or a Permitted  Transferee) is
not  occupying  100% of the Premises or if any monetary  Event of Default  shall
have occurred,  unless Landlord, in its sole and absolute discretion,  elects to
waive the same.

                            [SIGNATURE PAGE ATTACHED]


                                       42


<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first above written.

LANDLORD:

THE ROBISON FAMILY TRUST DATED
OCTOBER 30, 1989                                ADDRESS

ROBISON FAMILY TRUST DATED OCTOBER 30, 1989     Streamline Property Management
By:________________________________________     7901 Stoneridge Drive
Name: Clair Robison                             Suite 205
Its: Trustee                                    Pleasanton, CA  94588
                                                925-551-7040
                                                925-460-8202 (Facsimile)


TENANT:

BRIDGEBANK N.A., a federally chartered
national bank                                   ADDRESS

By:________________________________________     Prior to Commencement Date:

Its:_______________________________________     55 Almaden Blvd, Suite 100
                                                San Jose, CA 95113

                                                After Commencement Date:

                                                At the Premises
                                                and
                                                55 Almaden Blvd, Suite 100
                                                San Jose, CA 95113


                                       43


<PAGE>


                                    EXHIBIT A
                         OUTLINE OF TENANT'S FLOOR PLAN

                                 [See Attached]


























<PAGE>


                                   EXHIBIT A-1

                                   THE PROJECT

The land  referred to in this  commitment  is situated in the County of ALAMEDA,
State of California, and is described as follows:

All that certain real  property  situated in the City of  Pleasanton,  County of
Alameda, State of California, described as follows:


PARCEL ONE:

Parcel 3, Parcel Map 4979,  filed  February 27, 1987, in Book 168, Pages 4 and 5
of Maps, Alameda County Records.

EXCEPTING  THEREFROM that portion thereof  described in the Deed recorded August
30,  1988,  Series  No.  88-219991,  Official  Records,  pursuant  to  Lot  Line
Adjustment No. 87-10.

ALSO  EXCEPTING  THEREFROM all subsurface  waters,  without the right of surface
entry,  as  described  in the  Quit  Claim  Deed to the  City of  Pleasanton,  a
municipal  corporation,  recorded  September  10,  1987,  Series  N.  87-249703,
Official Records.

RESERVING THEREFROM

A non-exclusive  easement for ingress and egress of motor vehicles over portions
of Parcel 3 of Parcel Map 4979,  filed  February 27, 1987, in Book 168 of Parcel
Maps,  pages 4 & 5, Alameda  County  Records,  as  described  in the  instrument
entitled  "Declaration of Easement and Maintenance  Agreement" recorded February
25, 1991, as Instrument  No.  91-51502,  Alameda  County  Records as modified by
instrument  recorded  April 3, 1991,  Instrument  No.  91-84344,  Alameda County
Records,  February 22, 1996,  Instrument No.  96-43365,  Alameda County Records,
July 31,  1997,  Series No.  97191414,  Official  Records and November 17, 2000,
Series 2000-341939,  Official Records said easement being appurtenant to Parcels
1 and 2 of Parcel Map 7339,  filed May 19, 1999,  in Book 244 of Maps,  Pages 52
and 53, Alameda County Records and Parcel A, Parcel Map 5388,  filed October 27m
1988, Book 182 of Maps, Pages 36 and 37, Alameda County Records.

A non-exclusive  easement for ingress and egress of motor vehicles over portions
of Parcel 3 of Parcel Map 4979,  filed  February 27, 1987, in Book 168,  Pages 4
and 5, of Maps,  Alameda County Records as described in the instrument  entitled
"Declaration of Easement and Maintenance  Agreement  recorded February 25, 1991,
as Series No.  91-51503,  Official  Records as modified by instruments  recorded
April 3, 1991, Series No. 91-84345, July 31, 1997, Series No. 97191413, Official
Records,  and November 17, 2000,  Series No.  2000-341938,Official  Records said
easement being appurtenant to Parcels 1 and 2 of Parcel Map 4979, filed February
27, 1987, in Book 168, Pages 4 and 5 of Maps, Alameda County Records.

PARCEL TWO:

A non-exclusive  easement for ingress and egress over and across that portion of
Parcel A, Parcel Map 5388,  filed October 27, 1988 in Book 182,  Pages 36 and 37


<PAGE>


of Maps, Alameda County Records,  and Parcels 1 and 2, of Parcel Map 7339, filed
May 19, 1999, in Book 244 of Maps,  Pages 52 and 53,  Alameda  County Records as
described in the  Declaration  of Easement and  Maintenance  Agreement  recorded
February  25,  1991,  Series  No.  91-051502,   Official  Recorded  modified  by
instruments  recorded  April 3, 1991,  Series No.  91-84344,  Official  Records,
February 22, 1996, Series No. 96-43365,  Official Records, July 31, 1997, Series
No. 97-191414,  Official Records and November 17, 2000, Series No.  2000-341939,
Official Records.

PARCEL THREE:

A  non-exclusive  easement  appurtenant  to Parcel One for ingress and egress of
motor  vehicles  over  portions  of  Parcels 1 and 2 of Parcel  Map 4979,  filed
February 27, 1987, in Book 168, Pages 4 and 5 of Maps, Alameda County Records as
described in the instrument  entitled  "Declaration  of Easement and Maintenance
Agreement" recorded February 25, 1991, as Series No. 91-51503,  Official Records
as modified by instruments recorded April 3, 1991, Series No. 91-84345, July 31,
1997,  Series No.  97-191413,  and November 17,  2000,  Series No.  2000-341938,
Official Records.

PARCEL FOUR:

A  non-exclusive  easement for pedestrian and vehicular  ingress and egress over
and across those portions of Parcels 1 and 2 of Parcel Map 4979,  filed February
27, 1987, in Book 168, Pages 4 and 5, of Maps, Alameda County Records, Parcels 1
and 2, Parcel Map 5568,  filed October 26, 1989, in Book 187, Pages 50 and 51 of
Maps,  Alameda County  records,  Parcel A of Parcel Map 5388,  filed October 27,
1988, in Book 182 of Maps, Pages 36 and 37, Alameda County Records and Parcels 1
and 2 of Parcel Map 7339,  filed May 19, 1999, in Book 244 of Maps, Pages 52 and
53, Alameda County Records as described in the instrument entitled  "Declaration
of Reciprocal Access Easement  Agreement"  recorded August 16, 2001,  Instrument
No. 2001-305639, Alameda County Records.

Commonly known as:                          6601 Koll Center Parkway
APN:                                        946-4557-020-03


<PAGE>


                                    EXHIBIT B
                                   WORK LETTER

         This  work  letter  ("Work  Letter")  shall  set  forth  the  terms and
conditions  relating to the  construction  of the tenant  improvements  ("Tenant
Improvements") by Landlord in the Premises.

           SECTION 1: CONSTRUCTION OF TENANT IMPROVEMENTS BY LANDLORD

         1.1  Landlord  and Tenant  hereby  acknowledge  and agree that the Work
Letter has been  prepared  jointly by both  parties,  that the Work  Letter sets
forth the  details of all  improvements  to be  constructed  by  Landlord in the
Premises prior to the Commencement  Date and that Landlord shall not be required
to perform any improvements to the Premises other than the Tenant Improvements.

         1.2   Landlord   shall   select   such   general   contractors   and/or
subcontractors  as Landlord  determines are  appropriate in Landlord's  sole and
absolute  discretion for the  construction  of the Tenant  Improvements.  Tenant
shall cooperate with Landlord in the  construction and supervision of the Tenant
Improvements and shall not interfere with the same.

         1.3 All Tenant  Improvements shall be deemed Landlord's  property under
the terms of the Lease and shall  revert to  Landlord  upon  termination  of the
Lease for any reason,  it being  understood and agreed that Tenant shall have no
ownership interest whatsoever in the Tenant Improvements.

                   SECTION 2: PROCEDURES FOR APPROVAL OF PLANS

         2.1 Landlord and Tenant hereby acknowledge the following: (a) that each
intends  that  this  Work  Letter  be  comprised  of   construction   plans  and
specifications,  drawings  and details for  build-out of the Premises in one (1)
phase (the  "Working  Drawings"),  (b) that,  as of the date of this Lease,  the
initial plans and specifications ("Plans and Specifications") attached hereto as
SCHEDULE  1 set forth the  preliminary  agreement  between  Landlord  and Tenant
concerning the Tenant Improvements;  (c) that, as of the date of this Lease, the
Working  Drawings are not complete,  and (d) that the  performance of the Tenant
Improvements  cannot  proceed  in a timely  manner  for the  mutual  benefit  of
Landlord and Tenant  unless this Lease is executed and  delivered by the parties
hereto and until  Working  Drawings  are  prepared  and approved by Landlord and
Tenant.

         2.2 Landlord  agrees that so long as Tenant is not in default under the
Lease and  performs  its  obligations  under  Section  2.4 of this Work  Letter,
Landlord shall deliver to Tenant the materials  which  Landlord  considers to be
the Working Drawings,  based upon the Plans and Specifications.  Within five (5)
business days after Tenant receives the Working  Drawings,  Tenant shall approve
in writing or deliver to Landlord any  specific  changes to,  deletions  from or
additions to the Working  Drawings (the "Change") which (i) Tenant  considers to
be  necessary  in  order  for such  materials  to  comply  with  the  Plans  and
Specifications  and (ii) are  consistent  with the terms of  Section  2.3 below.
Landlord  shall  have five (5)  business  days to review  the  Change and either
approve or disapprove of such Change  pursuant to the terms set forth in Section
2.3 below. In the event Landlord approves any Change,  Landlord shall revise the
Working  Drawings to include the approved Change and deliver the revised Working


<PAGE>


Drawings to Tenant.  Within five (5)  business  days after  Tenant  receives the
revised  Working  Drawings,  Tenant shall approve the same and provide  Landlord
with written evidence of such.

         2.3 In the  event  that  Tenant  requests  any  Change  to the  Working
Drawings prior to Landlord  commencing  performance of the Tenant  Improvements,
Landlord shall incorporate in the Working Drawings such Change provided that the
Change,  in the aggregate,  (i) does not create a Design Problem (as hereinafter
defined),   (ii)  does  not  constitute  a  deviation  from  the  scope  of  the
improvements or a material deviation from the standards of the improvements,  as
described   in  this  Work  Letter   and/or  as  set  forth  in  the  Plans  and
Specifications  and/or  as set  forth in the  Working  Drawings  (or as  further
refined or otherwise made more specific in subsequent Working  Drawings),  (iii)
is  reasonably  approved by Landlord,  and/or (iv) does not require  Landlord to
amend its  application  for a building  permit  (if one was  filed) or  requires
Landlord  to file a building  permit (if none was  required to be filed prior to
the making of such  Change).  "Design  Problem"  shall mean any (i) damage to or
material  adverse  effect on the  structural  components of the  Building;  (ii)
damage to or material  adverse impact (such as an impact which will prevent,  or
impair in any material respect, meeting the design criteria for any such system)
on the  operation of any systems  serving the Building  and/or  Premises;  (iii)
non-compliance with any applicable laws, rules and regulations and/or the CC&Rs;
(iv) material adverse effect on the exterior appearance of the Premises;  or (v)
unreasonable  and material  interference  with the intended normal and customary
business operations of other tenants at the Project.

         2.4 Tenant  agrees to respond to any written  request from Landlord for
information  required to complete the Working  Drawings or Tenant's  approval of
materials  prepared to be incorporated into the Working Drawings within five (5)
business days from the date of any such request. Time shall be of the essence as
to each of the timing  provisions in this Work Letter. To the extent that Tenant
shall fail to respond in writing  with any such Change  within five (5) business
days after  receiving  each  respective  set of Working  Drawings,  the  Working
Drawings as delivered to Tenant, shall be deemed approved by Landlord and Tenant
as constituting the Work Letter for all purposes under the Lease.

         2.5 Upon approval in writing by both Landlord and Tenant of the Working
Drawings, such materials shall constitute the final Working Drawings (the "Final
Working Drawings") and shall be deemed to be attached to and incorporated in the
Lease as SCHEDULE 2 to this Work Letter. The Final Working Drawings shall be not
be  changed  without  Landlord's  approval,  in  Landlord's  sole  and  absolute
discretion. Subject to the provisions of Paragraph 2.6 below, the procedures set
forth in  Paragraph  2.2 shall  apply  until Final  Working  Drawings  have been
achieved.

                          SECTION 3: COMPLETION OF WORK

         3.1 Landlord  makes no  representations  or warranties of any kind with
respect to the construction of the Tenant Improvements.

         3.2  Landlord  shall not be  responsible  to Tenant  for any loss of or
damage to any Tenant's property  installed or left in the Premises or such other
space within the Project during the completion of the Tenant Improvements. prior


<PAGE>


to completion of Tenant's Work or at any time thereafter during the entire Lease
Term.

         3.3 Any additional  costs and expenses  incurred by Landlord arising by
reason of any  failure  of Tenant to  comply  with the  provisions  of this Work
Letter  and/or  any  modifications  to the Final  Working  Drawings,  including,
without  limitation,  increased  fees which  Landlord may be required to pay for
architectural,   engineering   and  other  similar   services,   any  additional
construction  costs,  including  costs of change  orders,  and any and all other
costs,  expenses  and/or  damages  incurred  or  suffered  by Landlord by reason
thereof,  including any delays in Landlord's construction of the Premises caused
by Tenant's failure to comply with the provisions of this Work Letter,  shall be
at the sole cost and expense of Tenant.

         3.4  Tenant  shall,  at  Tenant's  sole cost and  expense,  obtain  all
permits,  licenses and other approvals  required for Tenant's  particular use of
the Premises (however, Landlord shall obtain all permits to construct the Tenant
Improvements as set forth herein).

         3.5 Tenant  shall  designate  to  Landlord  in writing  the name of one
individual  representative  ("Tenant's  Representative")  who,  subject  to  the
reasonable  need for  substitution,  will  work with  Landlord's  representative
("Landlord's  Representative")  throughout the period of design, engineering and
construction of all Tenant Improvements to the Premises.

         3.6 The term  "Delays  Caused By Tenant"  shall mean any delay that the
Landlord may encounter in the  performance of Landlord's  obligations  under the
Lease  because of any act or  omission  of any nature by Tenant or its agents or
invitees,  including,  without  limitation,  delays resulting from changes in or
additions  to the Final  Working  Drawings  requested by Tenant or of the Tenant
Improvements  requested by Tenant,  including delays by Tenant in the submission
of  information  requested  by Landlord or giving  authorizations  or  approvals
requested by Landlord, delays due to the postponement of any Tenant Improvements
at the  request of  Tenant,  or delays due to the  failure  of the  Landlord  to
approve,  for reasonable  reasons,  any information  provided by Tenant which is
incomplete or unacceptable,  or delays caused by the concurrent  installation of
Tenant's fixtures, or delays caused in any other way, directly or indirectly, by
Tenant,  its agents or  invitees,  or delays due to the failure of Tenant to pay
when due, the amounts  required by Tenant  pursuant to this Work Letter.  Tenant
shall pay all incremental  construction and related costs and expenses  incurred
by  Landlord  which  result  from  Delays  Caused By Tenant,  including  without
limitation  increases in the cost of labor or materials.  Landlord  shall inform
Tenant of any delays which Landlord reasonably expects will occur as a result of
changes  in or  additions  to  the  Final  Working  Drawings  or of  the  Tenant
Improvements requested by Tenant.


<PAGE>


                                   Schedule 1

                        Initials Plans and Specifications

                                 [See Attached]






































<PAGE>


                                   Schedule 2

                             Final Working Drawings

         [To be Attached when Completed in accordance with Section 2.5]
































<PAGE>


                                    EXHIBIT C
                      STANDARDS FOR UTILITIES AND SERVICES

         The  following  Standards  for  Utilities  and  Services are in effect.
Landlord  reserves  the  right  to  adopt  nondiscriminatory  modifications  and
additions hereto:

         As long as Tenant is not in default under any of the terms,  covenants,
conditions, provisions, or agreements of this Lease, Landlord shall:

         (a) On Monday through Friday,  except  holidays,  from 7 A.M. to 6 P.M.
(and other times for a reasonable  additional  charge to be fixed by  Landlord),
ventilate the Premises and furnish air  conditioning or heating on such days and
hours,  when in the judgment of Landlord it may be required for the  comfortable
occupancy of the Premises.  The air conditioning system achieves maximum cooling
when the window coverings are closed. Landlord shall not be responsible for room
temperatures if Tenant does not keep all window coverings in the Premises closed
whenever the system is in  operation.  Tenant  agrees to cooperate  fully at all
times with Landlord,  and to abide by all  regulations  and  requirements  which
Landlord  may  prescribe  for the proper  function  and  protection  of said air
conditioning system. Tenant agrees not to connect any apparatus, device, conduit
or pipe to the Building  chilled and hot water air  conditioning  supply  lines.
Tenant further agrees that neither Tenant nor its servants,  employees,  agents,
visitors,   licensees  or  contractors   shall  at  any  time  enter  mechanical
installations  or  facilities of the Building or adjust,  tamper with,  touch or
otherwise in any manner affect said  installations  or  facilities.  The cost of
maintenance and service calls to adjust and regulate the air conditioning system
shall be charged to Tenant if the need for maintenance  work results from either
Tenant's  adjustment of room  thermostats or Tenant's failure to comply with its
obligations  under this section,  including  keeping window  coverings closed as
needed.  Such work  shall be  charged  at  hourly  rates  equal to then  current
journeymen's wages for air conditioning mechanics.

         (b)  Landlord  shall  furnish  to Tenant  after-hours  heating  and air
conditioning  at the rate of $25.00 per hour (two-hour  minimum charge) for such
after-hours  use. If the actual cost to Landlord of providing  such  after-hours
heating  and  air-conditioning  increases  at any time  during  the term of this
Lease,  Landlord  shall have the right to increase  the hourly  rate  charged by
Landlord  for such  after-hours  usage  upon at least 10 days  prior  notice  to
Tenant. Landlord shall bill Tenant monthly for such after-hours usage and Tenant
shall pay such charges to Landlord,  as  additional  rent,  within 20 days after
receipt of Landlord's statement of such charges.

         (c) Landlord shall furnish to the Premises electric current  sufficient
for normal office use through the course of each day. Tenant agrees,  should its
electrical  installation or electrical consumption be in excess of the aforesaid
quantity,  to reimburse  Landlord  monthly for the measured  consumption  at the
average cost per kilowatt hour charged to the Building  during the period.  If a
separate  meter is not  installed  at  Tenant's  cost,  such excess cost will be
established  by an  estimate  agreed upon by  Landlord  and  Tenant,  and if the
parties fail to agree, as established by an independent licensed engineer.  Said
estimates to be reviewed and adjusted  quarterly.  Tenant  agrees not to use any
apparatus  or device  in, or upon,  or about the  premises  which may in any way
increase  the amount of such  services  usually  furnished  or  supplied to said


<PAGE>


Premises,  and Tenant further agrees not to connect any apparatus or device with
wires,  conduits or pipes,  or other means by which such  services are supplied,
for the purpose of using  additional or unusual amounts of such services without
written consent of Landlord.  Should Tenant use the same to excess,  the refusal
on the part of Tenant to pay upon demand of Landlord the amount  established  by
Landlord for such excess charge shall  constitute a breach of the  obligation to
pay rent under  this  Lease and shall  entitle  Landlord  to the rights  therein
granted for such breach.  At all times  Tenant's use of electric  current  shall
never exceed the capacity of the feeders to the Building or the risers or wiring
installation  and Tenants shall not install or use or permit the installation or
use  of  any  computer,  larger  than  personal  computer,  or  electronic  data
processing  equipment  in the  Premises,  without the prior  written  consent of
Landlord.

         (d) Water will be  available  in public areas for drinking and lavatory
purposes only, but if Tenant  requires,  uses or consumes water for any purposes
in addition  to ordinary  drinking  and  lavatory  purposes of which fact Tenant
constitutes  Landlord to be the reasonable  judge,  Landlord may install a water
meter and thereby measure  Tenant's water  consumption for all purposes.  Tenant
shall pay  Landlord  for the cost of the meter and the cost of the  installation
thereof and  throughout  the duration of Tenant's  occupancy,  Tenant shall keep
said  meter and  installation  equipment  in good  working  order and  repair at
Tenant's own cost and expense, in default of which Landlord may cause such meter
and  equipment  to be  replaced or repaired  and collect the cost  thereof  from
Tenant.  Tenant agrees to pay for water consumed, as shown on said meter, as and
when bills are rendered, and on default in making such payment, Landlord may pay
such  charges  and  collect  the same from  Tenant.  Any such costs or  expenses
incurred,  or  payments  made by  Landlord  for any of the  reasons or  purposes
hereinabove  stated shall be deemed to be additional  rent payable by Tenant and
collectible by Landlord as such.

         (e) Provide janitor service to the Premises, provided the same are kept
reasonably in order by Tenant,  and if to be kept clean by Tenant,  no one other
than persons  approved by Landlord  shall be permitted to enter the Premises for
such purposes.  If the Premises are not used exclusively as offices (including a
loan  office),  they  shall be kept clean and in order by  Tenant,  at  Tenant's
expense,  and to the  satisfaction  of  Landlord,  and by  persons  approved  by
Landlord.  Tenant  shall pay to Landlord  the cost of removal of any of Tenant's
refuse and  rubbish,  to the extent that the same exceeds the refuse and rubbish
usually attendant upon the use of the Premises as offices.

         (f)  Landlord  reserves  the  right to stop  service  of the  elevator,
plumbing, ventilation, air conditioning and electric systems, when necessary, by
reason of accident or emergency or for repairs, alterations or improvements,  in
the judgment of Landlord  desirable or necessary to be made, until said repairs,
alterations or improvements shall have been completed, and shall further have no
responsibility or liability for failure to supply elevator facilities, plumbing,
ventilating,  air conditioning or electric service, when prevented from so doing
by strike or accident or by any cause beyond Landlord's  reasonable  control, or
by laws, rules, orders, ordinances,  directions,  regulations or requirements of
any  federal,  state,  county or  municipal  authority or failure of gas, oil or
other  suitable fuel supply or inability by exercise of reasonable  diligence to
obtain gas, oil or other  suitable  fuel. It is expressly  understood and agreed
that any covenants on Landlord's part to furnish any service  pursuant to any of
the terms, covenants, conditions,  provisions or agreements of this Lease, or to
perform any act or thing for the benefit of Tenant, shall not be deemed breached
if  Landlord  is unable to furnish or perform  the same by virtue of a strike or
labor trouble or any other cause whatsoever beyond Landlord's control.


<PAGE>


                                    EXHIBIT D
                              RULES AND REGULATIONS
                            Sycamore Terrace Project

         1.  Except as  specifically  provided in the Lease to which these Rules
and Regulations are attached, no sign, placard, picture, advertisement,  name or
notice  shall be  installed or displayed on any part of the outside or inside of
the Building without the prior written consent of Landlord.  Landlord shall have
the right to remove, at Tenant's expense and without notice,  any sign installed
or displayed in violation of this rule. All approved signs or lettering on doors
and walls  shall be printed,  painted,  affixed or  inscribed  at the expense of
Tenant by a person approved by Landlord.

         2. If  Landlord  objects in writing to any  curtains,  blinds,  shades,
screens  or  hanging  plants or other  similar  objects  attached  to or used in
connection with any window or door of the Premises, or placed on any windowsill,
which is visible from the  exterior of the  Premises,  Tenant shall  immediately
discontinue  such use.  Tenant  shall not place  anything  against or near glass
partitions  or doors or windows  which may appear  unsightly  from  outside  the
Premises.

         3. Tenant shall not obstruct any  sidewalks,  halls,  passages,  exits,
entrances,  elevators,  escalators,  or  stairways  of the  Project.  The halls,
passages, exits, entrances, elevators, and stairways are not open to the general
public,  but are open,  subject to reasonable  regulation,  to Tenant's business
invitees.  Landlord  shall in all cases  retain the right to control and prevent
access  thereto of all persons whose  presence in the judgment of Landlord would
be prejudicial to the safety, character,  reputation and interest of the Project
and its tenants;  provided that nothing herein  contained  shall be construed to
prevent  such  access to  persons  with whom any  tenant  normally  deals in the
ordinary  course of its business,  unless such persons are engaged in illegal or
unlawful activities. No tenant and no employee or invitee of any tenant shall go
upon the roof of any building of the Project.

         4. The directory of the building will be provided  exclusively  for the
display of the name and  location of tenants  only,  and  Landlord  reserves the
right to exclude any other names therefrom.

         5.  All  cleaning  and  janitorial  services  for the  Project  and the
Premises shall be provided  exclusively  through  Landlord,  and except with the
written  consent of Landlord,  no person or persons other than those approved by
Landlord  shall be employed by Tenant or permitted to enter the Building for the
purpose of cleaning the same.  Tenant shall not cause any  unnecessary  labor by
carelessness or indifference to the good order and cleanliness of the Premises.

         6. Landlord will furnish Tenant,  free of charge, with two keys to each
door  lock in the  Premises.  Landlord  may  make a  reasonable  charge  for any
additional keys.  Tenant shall not make or have made additional keys, and Tenant
shall not alter any lock or install a new additional lock or bolt on any door of
its Premises.  Tenant,  upon the  termination  of its tenancy,  shall deliver to

<PAGE>


Landlord the keys of all doors which have been  furnished to Tenant,  and in the
event of loss of any keys so furnished, shall pay Landlord therefor.

         7. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services,  it shall first obtain,  and comply with,  Landlord's  instructions in
their installation.

         8. Tenant shall not place a load upon any floor of the  Premises  which
exceeds  the load per square  foot which  such floor was  designed  to carry and
which is allowed by law.  Landlord shall have the right to prescribe the weight,
size and  position of all  equipment,  materials,  furniture  or other  property
brought  into the Project.  Heavy  objects  shall,  if  considered  necessary by
Landlord,  stand on such  platforms as determined by Landlord to be necessary to
properly  distribute the weight,  which  platforms shall be provided at Tenant's
expense.  Business machines and mechanical  equipment belonging to Tenant, which
cause  noise  or  vibration  that may be  transmitted  to the  structure  of the
Premises  or to any  space  therein  to such a  degree  to be  objectionable  to
Landlord or to any tenants in the  Project,  shall be placed and  maintained  by
Tenant,  at  Tenant's  expense,  on  vibration   eliminators  or  other  devices
sufficient to eliminate  noise or vibration.  The persons  employed to move such
equipment in or out of the Premises  must be  acceptable  to Landlord.  Landlord
will not be  responsible  for loss of, or damage to, any such equipment or other
property from any cause, and all damage done to the Premises,  by maintaining or
moving  such  equipment  or other  property  shall be repaired at the expense of
Tenant.

         9. Tenant shall not use or keep in the Premises any kerosene,  gasoline
or  inflammable  or  combustible  fluid or  material  other than  those  limited
quantities  necessary  for the  operation or  maintenance  of office  equipment.
Tenant  shall not use or permit to be used in the  Premises  any foul or noxious
gas or  substance,  or permit or allow the  Premises to be occupied or used in a
manner  offensive or objectionable to Landlord or other occupants of the Project
by reason of noise, odors or vibrations,  nor shall Tenant bring into or keep in
or about the Premises any birds or animals.

         10.  Tenant  shall not use any method of  heating  or  air-conditioning
other than that supplied by Landlord.

         11. Tenant shall not waste electricity,  water or air-conditioning  and
agrees to cooperate  fully with Landlord to assure the most effective  operation
of  the  Premises'  heating  and   air-conditioning   and  to  comply  with  any
governmental energy-saving rules, laws or regulations of which Tenant has actual
notice, and shall refrain from attempting to adjust controls.  Tenant shall keep
corridor  doors  closed,  and shall close  window  coverings  at the end of each
business day.

         12. Landlord reserves the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Premises.

         13. Landlord reserves the right to exclude from the Project between the
hours of 6 p.m.  and 7 a.m.  the  following  day,  or such other hours as may be
established  from time to time by Landlord,  and on Sundays and legal  holidays,
any person  unless  that  person is known to the person or employee in charge of


<PAGE>


the Project or has a pass or is properly identified. Tenant shall be responsible
for all persons for whom it requests  passes and shall be liable to Landlord for
all acts of such persons. Landlord shall not be liable for damages for any error
with regard to the  admission  to or  exclusion  from the Project of any person.
Landlord  reserves  the  right  to  prevent  access  to the  Project  in case of
invasion,  mob, riot,  public excitement or other commotion by closing the doors
or by other appropriate action.

         14.  Tenant shall close and lock the doors of its Premises and entirely
shut off all water faucets or other water apparatus,  and unused  electricity or
gas  before  tenant  and its  employees  leave  the  Premises.  Tenant  shall be
responsible  for any damage or injuries  sustained by other tenants or occupants
of the Project or by Landlord for noncompliance with this rule.

         15. Intentionally Omitted.

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

         17. Tenant shall not sell, or permit the sale at retail, of newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise to the
general public in or on the Premises.  Tenant shall not make any  suite-to-suite
solicitation of business from other tenants in the Project. Tenant shall not use
the Premises for any business or activity other than that specifically  provided
for in Tenant's Lease.

         18.  Tenant  shall  not  install  any  radio  or  television   antenna,
loudspeaker  or other  devices on the roof or  exterior  walls of the  Premises.
Tenant shall not interfere  with radio or television  broadcasting  or reception
from or in the Project or elsewhere.

         19.  Tenant  shall  not  mark,  drive  nails,  screw or drill  into the
partitions,  woodwork  or plaster or in any way deface the  Premises or any part
thereof except for  non-structural  cosmetic items, such as hanging pictures and
white  boards  or  as  otherwise   permitted  under  the  Lease   pertaining  to
alterations.  Landlord reserves the right to direct electricians as to where and
how telephone and telegraph  wires are to be introduced to the Premises.  Tenant
shall not cut or bore holes for wires. Tenant shall not affix any floor covering
to the floor of the  Premises  in any manner  except as  approved  by  Landlord.
Tenant shall repair any damage resulting from noncompliance with this rule.

         20. Tenant may install,  maintain or operate upon the Premises  vending
machines for the exclusive use of its employees.

         21.  Canvassing,  soliciting and distributing of handbills or any other
written material,  and peddling in the Project are prohibited,  and Tenant shall
cooperate to prevent such activities.


<PAGE>


         22.  Landlord  reserves  the right to exclude or expel from the Project
any person who, in Landlord's judgment, is intoxicated or under the influence of
liquor or drugs or who is in  violation of any of the Rules and  Regulations  of
the Project.

         23. Tenant shall store all its trash and garbage within its Premises or
in other  facilities  provided by Landlord.  Tenant shall not place in any trash
box or receptacle  any material  which cannot be disposed of in the ordinary and
customary manner of trash and garbage disposal.  All garbage and refuse disposal
shall  be  made  in  accordance  with  directions  issued  from  time to time by
Landlord.

         24. The Premises shall not be used for the storage of merchandise  held
for sale to the general public, or for lodging or for manufacturing of any kind,
nor  shall the  Premises  be used for any  improper,  immoral  or  objectionable
purpose.  No  cooking  shall  be  done  or  permitted  on the  Premises  without
Landlord's  consent,  except  that use by  Tenant  of  Underwriter's  Laboratory
approved equipment for brewing coffee,  tea, hot chocolate and similar beverages
or use of microwave  ovens for employee use shall be  permitted,  provided  that
such  equipment and use is in accordance  with all  applicable  federal,  state,
county and city laws, codes, ordinances, rules and regulations.

         25.  Tenant  shall not use in the  Premises any hand truck except those
equipped  with  rubber  tires and side  guards or such  other  material-handling
equipment as Landlord may approve.  Tenant shall not bring any other vehicles of
any kind into the Premises.

         26. Without the written  consent of Landlord,  Tenant shall not use the
name of the  Project in  connection  with or in  promoting  or  advertising  the
business of Tenant except as Tenant's address.

         27. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

         28. Tenant and its employees,  guests and invitees shall not enter into
the  waterways  located in the Project.  No object of any kind may be floated or
submerged in the waterways,  and no foreign  substance of any kind may be thrown
in the  waterways.  The  expense  of any  breakage  or damage to any  mechanical
equipment related to the waterways  resulting from violation of this rule or any
expense  incurred  restoring  the waterways to their normal  condition  shall be
borne by the tenant who, or whose employees or invitees,  shall have caused such
damage.

         29.  Tenant  assumes  any and all  responsibility  for  protecting  its
Premises from theft, robbery and pilferage,  which includes keeping doors locked
and other means of entry to the Premises closed.

         30.  Tenant's  requirements  will be attended to only upon  appropriate
application  to the  Project  management  office  by an  authorized  individual.
Employees of Landlord shall not perform any work or do anything outside of their
regular duties unless under special instructions from Landlord,  and no employee
of Landlord will admit any person  (Tenant or  otherwise) to any office  without
specific instructions from Landlord.


<PAGE>


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

         32.  These Rules and  Regulations  are in addition to, and shall not be
construed  to in any way  modify  or  amend,  in whole or in  part,  the  terms,
covenants,  agreements  and  conditions of Tenant's lease of its Premises in the
Project.

         33. Landlord reserves the right to make such other and reasonable Rules
and Regulations as, in its judgment,  may from time to time be needed for safety
and security,  for care and cleanliness of the Project and for the  preservation
of good order therein.  Tenant agrees to abide by all such Rules and Regulations
hereinabove  stated and any additional rules and regulations  which are adopted.
Tenant acknowledges the City of Pleasanton's  Transportation  Systems Management
Ordinance (TSM Ordinance,  Chapter 17.24,  Pleasanton  Municipal  Code), as said
Ordinance may be amended from time to time and shall comply if and to the extent
Tenant's compliance is required by Applicable Law.

         34.  Tenant  shall  be  responsible  for the  observance  of all of the
foregoing rules by Tenant's employees, agents, clients, customers,  invitees and
guests.


<PAGE>


                                    EXHIBIT E

                          PARKING RULES AND REGULATIONS

The following rules and regulations  shall govern use of the parking  facilities
which are appurtenant to the Building.

         1.       Landlord is not  responsible  for any damage or for the act of
                  omissions of others, or for articles left in the car. Landlord
                  is not responsible for loss of use.

         2.       Tenant  shall not park or permit the  parking  of any  vehicle
                  under its control in any parking areas  designated by Landlord
                  as areas for parking by visitors to the Building. Tenant shall
                  not leave vehicles in the parking areas overnight nor park any
                  vehicles  in  the  parking   areas  other  than   automobiles,
                  motorcycles,  motor  driven or  non-motor  driven  bicycles or
                  four-wheeled trucks.

         3.       Parking stickers or any other device or form of identification
                  supplied  by  Landlord  as a  condition  of use of the Parking
                  Facilities shall remain the property of Landlord. Such parking
                  identification  device must be displayed as requested  and may
                  not be  mutilated  in any  manner.  The  serial  number of the
                  parking identification device may not be obliterated.  Devices
                  are not  transferable  and any device in the  possession of an
                  unauthorized holder will be void.

         4.       No  overnight or extended  term  storage of vehicles  shall be
                  permitted.

         5.       Vehicles  must be parked  entirely  within the  painted  stall
                  lines of a single parking stall.

         6.       All directional signs and arrows must be observed.

         7.       The speed limit within all parking  areas shall be 5 miles per
                  hour.

         8.       Parking is prohibited:

                  (a) in areas not striped for parking;

                  (b) in aisles;

                  (c) where "no parking" signs are posted;

                  (d) on ramps;

                  (e) in cross hatched areas; and

                  (f) in such other  areas as may be  designated  by Landlord or
                      Landlord's Parking Operator.


<PAGE>


         9.       Every parker is required to park and lock his own vehicle. All
                  responsibility  for  damage  to  vehicles  is  assumed  by the
                  parker.

         10.      Loss  of  theft  of  parking   identification   devices   from
                  automobiles must be reported immediately, and a lost or stolen
                  report must be filed by the  customer  at that time.  Landlord
                  has the right to exclude any car from the  parking  facilities
                  that does not have an identification.

         11.      Any parking  identification  devices  reported  lost or stolen
                  found  on any  unauthorized  car will be  confiscated  and the
                  illegal holder will be subject to prosecution.

         12.      Lost or stolen devices found by the purchaser must be reported
                  immediately to avoid confusion.

         13.      Washing,  waxing,  cleaning or servicing of any vehicle in any
                  area not specifically reserved for such purpose is prohibited.

         14.      Landlord  reserves  the  right to refuse  the sale of  monthly
                  stickers or other parking identification devices to any tenant
                  or person and/or his agents or  representatives  who willfully
                  refuse to comply  with  these  Rules and  Regulations  and all
                  unposted   City,   State  or  Federal   ordinances,   laws  or
                  agreements.

         15.      Landlord  reserves the right to modify and/or adopt such other
                  reasonable and  non-discriminatory  rules and  regulations for
                  the parking facilities as it deems necessary for the operation
                  of the parking  facilities.  Landlord may refuse to permit any
                  person  who  violates  these  rules  to  park  in the  parking
                  facilities,  and any  violation of the rules shall subject the
                  car to removal.


<PAGE>


                                    EXHIBIT F

                          COMMENCEMENT DATE MEMORANDUM

         With respect to that certain lease  ("Lease") dated  _____________,  19
between  __________________________  a  ______________________  ("Tenant"),  and
_________________________________,   a  Delaware   limited   liability   company
("Landlord"),  whereby Landlord leased to Tenant and Tenant leased from Landlord
approximately   _______   rentable  square  feet  of  the  building  located  at
___________________________   ("Premises"),   Tenant  hereby   acknowledges  and
certifies to Landlord as follows:

         (1)  Landlord  delivered  possession  of the  Premises  to  Tenant in a
Substantially Completed condition on _____________________________  ("Possession
Date");

         (2) The  Lease  commenced  on  ________________________  ("Commencement
Date");

         (3) The Premises contain __________ rentable square feet of space; and

         (4) Tenant has accepted and is currently in  possession of the Premises
and the Premises are acceptable for Tenant's use.

         (5) Tenant's Share is ___________________________

         (6) Base Rent Per Month is __________________

         IN WITNESS WHEREOF,  this Commencement Date Memorandum is executed this
day of ________________.

                                         "Tenant"

                                         _______________________________________
                                         _______________________________________


                                         By:  __________________________________
                                              Its:  ____________________________

                                         By:  __________________________________
                                              Its:  ____________________________