FOURTH AMENDMENT TO
              HAMBRECHT & QUIST LEASE DATED AS OF JANUARY 27, 1988
                 AND SIXTH AMENDMENT TO HAMBRECHT & QUIST LEASE
                          DATED AS OF NOVEMBER 9, 1988


     THIS FOURTH  AMENDMENT TO HAMBRECHT & QUIST OFFICE LEASE DATED  JANUARY 27,
1988 AND THIS SIXTH  AMENDMENT  TO  HAMBRECHT & QUIST  OFFICE  LEASE DATED AS OF
NOVEMBER 9, 1988 (collectively, this "Amendment") is made and entered into as of
November 26, 1997, by and between THE EQUITABLE  LIFE  ASSURANCE  SOCIETY OF THE
UNITED STATES, a New York corporation  ("Landlord") and HAMBRECHT & QUIST LLC, a
Delaware limited liability company ("Tenant").

                                 R E C I T A L S

     A. Landlord and Tenant  previously  entered into that certain  Office Lease
for  space in that  certain  building  commonly  known as One Bush  Street  (the
"Building") located in San Francisco, California (the "Original Lease") dated as
of November 9, 1988,  which  Original  Lease was amended by those  certain Lease
Amendments No. 1 (the "First  Amendment") dated as of August 1, 1989 and January
27, 1993, respectively,  by that certain Lease Amendment Number Two (the "Second
Amendment")  dated as of May 14, 1993, that certain Lease Amendment Number Three
(the  "Third  Amendment")  dated as of January  17,  1995;  that  certain  Lease
Amendment Number Four (the "Fourth  Amendment") dated as of January 8, 1996; and
that certain Lease  Amendment  Number Five (the "Fifth  Amendment")  dated as of
June 10,  1996.  Landlord and Tenant also  previously  entered into that certain
Office Lease for space in the Building dated as of January 27, 1988 (the "Second
Original Lease"),  which Second Original Lease was amended by that certain Lease
Amendment No. One (the "First  Amendment to Second Original  Lease") dated as of
November 9, 1988 and that certain Lease Amendment No. Two (the "Second Amendment
to Second Original  Lease") dated as of August 1, 1989. The Original Lease,  the
First through Fifth Amendments,  the Second Original Lease, the First and Second
Amendment  to the Second  Original  Lease and all  riders,  exhibits,  rules and
regulations  referred  to therein  comprise,  and are  collectively  referred to
herein as, the  "Lease."  All  capitalized  terms  otherwise  undefined  in this
Amendment shall have the meanings assigned to such terms in the Lease.

     B.  Landlord and Tenant desire to amend the Lease to document the terms and
conditions of their  agreement  with respect to (i) the right of Tenant to lease
the Premises for an additional term of seven (7) years, (ii) the right of Tenant
to extend the term of the Lease for an  additional  period of five (5) years and
(iii) Tenant's right of first offer on additional space in the Building.
                                

                                       1
<PAGE>


                                   AGREEMENT

     NOW,  THEREFORE,  for valuable  consideration,  receipt and  sufficiency of
which are hereby acknowledged, Landlord and Tenant agree as follows:

     1.  RECITALS.  Recitals  A and  B  above  are  true  and  correct  and  are
incorporated herein as though set forth in full.

     2. TERM OF THE  LEASE.  The term of the Lease  ("Term")  shall be  extended
commencing  on the dates as set forth  below  (each,  an  "Extension  Date") and
terminating on December 31, 2005.

                            RENTABLE
            FLOORS        SQUARE FEET               COMMENCEMENT DATE

            14-18         81,785                        1/1/99
            13             5,705                        4/1/99
            13             6,209                        9/1/98
            13             4,646                      12/10/97
            12            16,560                        5/1/98
            11             3,085                      12/10/97
            11            13,475                        1/1/99
            10            16,560                        1/1/99
            7              3,542                        1/1/99
            6             12,419                      12/10/97
            6              4,141                        1/1/99
            4              7,186                        1/1/99

     As of the applicable  Extension  Date (as set forth above),  the applicable
space which is not  currently  part of the Premises  shall be added to and shall
become a part of the Premises.  The space described  above is more  particularly
described  on Exhibit "A" attached  hereto and made a part hereof.  Landlord and
Tenant hereby agree that the rentable  square feet described  above shall not be
subject  to  redetermination  and that such  rentable  square  feet  shall  bind
Landlord  and Tenant  for all  purposes  of this  Amendment.  In no event  shall
Landlord be deemed to have  guaranteed the  availability  of the space described
above that is currently occupied by other tenants as of the stated  availability
date or dates. If the then-existing tenant should hold over, or 


                                       2
<PAGE>


if for any other cause beyond Landlord's  reasonable control,  Landlord shall be
unable  to  deliver  possession  of such  space as of the  stated  or  agreed-to
availability  date,  Landlord  shall  have no  liability  whatsoever  to Tenant.
Without limiting the above,  Landlord agrees to use its commercially  reasonable
efforts to enforce its right to  possession  to the subject  space  against such
other  tenant,  including  institution  of  legal  proceedings.  The  applicable
Extension  Date shall be delayed  until  such time as such  space  shall  become
available.

     3. BASE EXPENSE AND TAX YEAR.  Effective  upon the Extension  Date for each
space,  the "Base  Expense  Year"  and the  "Base  Tax Year" in the Basic  Lease
Information shall be amended to read as follows:

                            RENTABLE
            FLOORS        SQUARE FEET        BASE EXPENSE AND TAX YEAR
       
            14-18          81,785                      1999
            13              5,705                      1999
            13              6,209                      1998
            13              4,646                      1998
            12             16,560                      1998
            11              3,085                      1998
            11             13,475                      1999
            10             16,560                      1999
            7               3,542                      1999
            6              12,419                      1998
            6               4,141                      1999
            4               7,186                      1999



     4. TENANT'S  PERCENTAGE  SHARE.  Effective upon the Extension Date for each
space, the "Tenant's  Percentage  Share" in the Basic Lease Information shall be
amended to read as follows:


                              RENTABLE                  TENANT'S
            FLOORS           SQUARE FEET            PERCENTAGE SHARE
     
            14-18              81,785                   29.16%
            13                  5,705                    2.03%
            13                  6,209                    2.21%
            13                  4,646                    1.66%
            12                 16,560                    5.90%
            11                  3,085                    1.10%
            11                 13,475                    4.80%
            10                 16,560                    5.90%
            7                   3,542                    1.27%
            6                  12,419                    4.43%
            6                   4,141                    1.47%
            4                   7,186                    2.57%

     5. BASE RENT.  The "Base  Rent" in the Basic  Lease  Information  is hereby
amended to read as follows:

     Extension Date through  December 31, 2003:  $36.00 per rentable square foot
     per year

     January 1, 2004 to December 31, 2005:  $42.00 per rentable  square foot per
     year

     6. TENANT  IMPROVEMENTS.  The Premises will be improved in accordance  with
Exhibit "B" attached hereto and made a part hereof.

     7. OPTION TO RENEW.

     (a)  Tenant  shall  have one (1) option to extend the Lease for a period of
five (5) years (the  "Option  Period")  with at least twelve (12) months (but no
more than eighteen (18) months) prior written  notice of its intention to extend
the Lease prior to the expiration of the Term.  Notwithstanding  anything herein
to the  contrary,  if  Landlord  has given  notice  to  Tenant  that an Event of
Default,  as defined in the Lease, has occurred,  which Event of Default has not
been cured by Tenant at the time Tenant gives Landlord notice of its exercise of
the option



                                       3
<PAGE>

granted  hereunder or at the time of the commencement date of the extended term,
the option shall automatically terminate and become null and void.

     (b) In the event the renewal option is timely exercised, the Lease shall be
extended for the term of the Option Period upon all of the terms and  conditions
of the Lease (except that the Option Period shall apply to the Additional  Space
only to the extent provided in Section 7(h) below), provided that (i) the annual
Base Rent for the Option Period shall be ninety-five  percent (95%) of the "Fair
Market  Rent",  subject  to  periodic  adjustments  thereto,  for the  Premises,
excluding all Additional  Space, if any, already added to the Premises  pursuant
to the provisions of Section 8 herein,  (ii) the Base Expense and Tax Year shall
be 2006,  (iii)  Tenant  shall have no further  right to extend the term of this
Lease,  (iv) the Premises  shall be accepted by Tenant in "AS IS" condition with
no tenant  improvements to be built by Landlord or tenant improvement  allowance
to be paid by Landlord and (v) the provisions of Section 12 below shall apply to
such renewal.  For purposes hereof, "Fair Market Rent" shall mean such base rent
as constitutes the prevailing base rent paid by new and renewing tenants,  which
occupy a minimum of 25,000  square feet in other Class "A" office  buildings  in
the San Francisco financial district, which the parties agree will mean the area
on the north of Market Street,  west of the  Embarcadero,  east of Kearny Street
and south of Washington  Street,  for comparable  space and for comparable terms
pursuant to leases entered into or renewed by such other tenants on or about the
commencement of the Option Period.  Determination  of prevailing base rent shall
take into consideration all relevant lease terms, effective rental rates, rental
escalations,  the  Operating  Expenses and Property  Taxes to be paid by Tenant,
Building  identification and signage,  the age of tenant  improvements and other
economic  factors  being  obtained  by  such  other  tenants,  including  tenant
allowances  and  other  monetary  concessions,  if any,  granted  to such  other
tenants, in connection with comparable space.

     (c) Within  sixty (60) days after  receipt of Tenant's  notice of exercise,
Landlord  shall  notify  Tenant in writing of  Landlord's  estimate  of the Fair
Market Rent, including,  without limitation,  periodic adjustments thereto, and,
thus, of the Base Rent for the Option Period, based on the provisions of Section
7(b) above.  Within thirty (30) days after receipt of such notice from Landlord,
Tenant  shall have the right either to (i) accept  Landlord's  statement of Fair
Market Rent as the Base Rent for the Option  Period;  or (ii) elect to arbitrate
Landlord's  estimate of Fair  Market  Rent,  such  arbitration  to be  conducted
pursuant  to the  provisions  hereof.  Failure  on the part of Tenant to require
arbitration  of Fair Market Rent within  said  30-day  period  shall  constitute
acceptance of the Base Rent for the Option Period as calculated by Landlord.  If
Tenant elects arbitration, the arbitration shall be concluded within ninety (90)
days after the date of Tenant's election, subject to extension for an additional
30-day  period if a third  arbitrator  is required  and does not act in a timely
manner.  To the extent  that  arbitration  has not been  completed  prior to the
expiration  of any  preceding  period for which  Base Rent has been  determined,
Tenant  shall  continue  to pay Base  Rent at such  rate,  with any  appropriate
adjustment  to be made  once  Fair  Market  Rent  is  ultimately  determined  by
arbitration  and  Tenant  shall  immediately  pay any  increase  in Base Rent to
Landlord.

     (d) In the event of arbitration,  the judgment or the award rendered in any
such  arbitration may be entered in any court having  jurisdiction  and shall be
final and binding between the parties.  The  arbitration  shall be conducted and
determined as follows:



                                       4
<PAGE>

          (i) Tenant shall make demand for  arbitration in writing within thirty
(30) days after  service of Landlord's  determination  of Fair Market Rent given
under Section 7(c) above  specifying  therein the name and address of the person
to act as the arbitrator on its behalf.  The arbitrator  shall be qualified as a
real estate broker familiar with the Fair Market Rent of first-class  commercial
office space in the downtown San Francisco  area with at least ten (10) years of
experience. Failure on the part of Tenant to make a timely and proper demand for
such arbitration shall constitute a waiver of the right thereto.  Within fifteen
(15)  business  days after the service of the demand for  arbitration,  Landlord
shall  give  notice to  Tenant,  specifying  the name and  address of the person
designated by Landlord to act as arbitrator on its behalf who shall be similarly
qualified.
                          
          (ii) In the event that two  arbitrators are chosen pursuant to Section
7(d)(i)  above,  the  arbitrators  so chosen shall meet within ten (10) business
days after the second  arbitrator is appointed  and, if within ten (10) business
days after  such  first  meeting  the two  arbitrators  shall be unable to agree
promptly  upon a  determination  of Fair Market Rent,  they,  themselves,  shall
appoint a third  arbitrator,  who shall be a competent and impartial person with
qualifications  similar to those required of the first two arbitrators  pursuant
to Section 7(d)(i).  In the event they are unable to agree upon such appointment
within five (5) business days after  expiration of said  10-business day period,
the third  arbitrator shall be selected by the parties  themselves,  if they can
agree thereon, within a further period of five (5) business days. If the parties
do not so agree,  then either party, on behalf of both, may request  appointment
of such a qualified  person by the Presiding  Judge of the Superior Court of the
County of San  Francisco  and the other party shall not raise any question as to
such person's full power and  jurisdiction  to entertain the application for and
make the appointment.  The three  arbitrators shall decide the dispute if it has
not previously been resolved by following the procedure set forth below.

          (iii) Where an issue cannot be resolved by  agreement  between the two
arbitrators  selected by Landlord and Tenant or  settlement  between the parties
during the  course of  arbitration,  the issue  shall be  resolved  by the three
arbitrators in accordance with the following procedure:  The arbitrator selected
by each of the parties  shall state in writing his or her  determination  of the
Fair Market Rent supported by the reasons  therefor with  counterpart  copies to
each party.  The arbitrators  shall arrange for a simultaneous  exchange of such
proposed resolutions.  The role of the third arbitrator shall be to select which
of  the  two  proposed   resolutions  most  closely   approximates  his  or  her
determination  of Fair Market Rent. The third  arbitrator shall have no right to
propose a middle  ground  or any  modification  of  either  of the two  proposed
resolutions.  The resolution he or she chooses as most closely approximating his
or her  determination  shall  constitute the decision of the  arbitrators and be
final and binding upon the parties.

          (iv) In the event of a failure, refusal or inability of any arbitrator
to act,  his or her  successor  shall be  appointed by the party on whose behalf
such arbitrator is to act, but in the case of the third  arbitrator,  his or her
successor  shall be appointed in the same manner as provided for  appointment of
the third  arbitrator.  The arbitrators shall attempt to decide the issue within
ten (10)  business  days  after the  appointment  of the


                                       5
<PAGE>

third arbitrator. Any decision in which the arbitrator appointed by Landlord and
the arbitrator  appointed by Tenant concur shall be binding and conclusive  upon
the parties.

          (e) In the event  that  Tenant  shall  exercise  the  renewal  option,
Landlord and Tenant shall execute an amendment to this Lease,  setting forth the
lease terms to apply during the Option Period, within fifteen (15) business days
of the final  determination  of Fair  Market  Rent with  respect  to the  Option
Period.

          (f) The right  contained  in this  Section is personal to  Hambrecht &
Quist and its Permitted Assignees, as such term is defined below, and such right
shall not inure to the benefit of any assignee or subtenant of Hambrecht & Quist
other  than a  Permitted  Assignee  and in the event  Hambrecht  & Quist and its
Permitted  Assignees  assigns  the Lease or  subleases  more  than  thirty-three
percent  (33%) of the  Premises,  this right shall  automatically  terminate and
shall be null and void.

          (g) "Permitted  Assignees" are those parties for whom  assignments are
permitted  pursuant to Section 13.2 of the Original Lease or the Second Original
Lease, as applicable.

          (h)  The  provisions  of  this  Section  7 shall  only  apply  to such
Additional Spaces which (i) at the time of the commencement of the Option Period
(i.e.  January 1, 2006) have  already  been added to the  Premises  pursuant  to
Section 8, and (ii) which have terms (including,  without  limitation all option
terms, if any) as determined by Landlord pursuant to Section 8 below that expire
during the Option Period (i.e. prior to December 31, 2010). With respect to such
Additional  Spaces,  if any, when Tenant exercises its option to extend the Term
of the Lease for the Option Period, Tenant shall also be deemed to have extended
the term of the  Lease  with  respect  to such  Additional  Spaces  only for the
periods of time, if any, from the then  expiration  dates of such terms for such
Additional  Spaces until the end of the Option  Period (i.e.  December 31, 2010)
(such  extensions  of the terms  for such  Additional  Spaces  are  referred  to
hereunder as the "Additional Space Extension Periods"). For the Additional Space
Extension Periods, such Additional Spaces shall be accepted by Tenant in "AS IS"
condition  with no  tenant  improvements  to be  built  by  Landlord  or  tenant
improvement  allowance to be paid by Landlord.  With respect to such  Additional
Spaces during their respective  Additional Space Extension Periods, (w) the Base
Expense and Tax Year shall be 2006,  (x) the other terms and  conditions  of the
Lease, as amended hereby,  shall apply thereto,  (y) the monthly and yearly Base
Rent payable by the Tenant for such Additional Spaces shall be the same rate per
rentable square foot, as it may be adjusted from time to time, for the remainder
of the Premises  (excluding  such Additional  Spaces) as determined  pursuant to
this section 7 above,  and (z) Tenant  shall pay all  additional  rent  required
under  the  terms  of the  Lease on the same  terms as those  applicable  to the
remainder of the Premises  excluding such Additional  Spaces.  The provisions of
this  Section  7(h)  and  such  Additional   Spaces  shall  not  be  taken  into
consideration in determining Fair Market Rent in this section 7 above.

     8. RIGHT OF FIRST OFFER:

          (a) If at any time  prior to the date on which  the Term of the  Lease
expires,  Landlord determines that additional space in the Building ("Additional
Space")  will  become



                                       6
<PAGE>


vacant and available at a future time prior to the expiration of the Term of the
Lease,  provided  Landlord  has not given  Tenant  notice of an Event of Default
which has not been  cured,  Landlord  shall  give  Tenant  written  notice  (the
"Offer")  of the  future  availability  of  Additional  Space  and the terms and
conditions (including, without limitation, Base Rent, and any and all additional
sums  payable by a tenant)  under  which  Landlord  would be willing to rent the
space to a prospective  tenant under a lease which commences as of the date such
Additional Space shall become available,  on an "AS IS" basis without any tenant
improvements  allowance  or  other  payment  by  Landlord  or with  such  tenant
improvement  allowance,  if any, offered by Landlord to Tenant, and for a period
of  time  equal  to the  remainder  of  the  then  existing  Term  of the  Lease
(including,  without limitation,  the Option Period, if the Tenant has exercised
its option to extend  the Term of the Lease for the  Option  Period) or for such
other term determined by Landlord; provided, however, in no event shall Landlord
be  obligated  to deliver an Offer to Tenant for  Additional  Space that will be
vacant and  available  no earlier  than the last  twenty four (24) months of the
Term.  Tenant  shall have fifteen  (15) days  following  receipt of the Offer to
elect by written notice given to Landlord to lease the Additional Space upon the
terms and  conditions  contained in the Offer.  Notwithstanding  anything to the
contrary  contained herein,  such Additional Space will not be considered vacant
and  available  if any tenant  occupying  such space  executes a new lease or an
amendment to lease with Landlord to extend the term of such  tenant's  occupancy
of such space, and nothing contained in this Section shall be construed to limit
the right of Landlord to enter into such lease or amendment to lease.


          (b) If Tenant does not timely elect to lease such Additional  Space on
the terms and conditions  contained in the Offer,  the Offer shall terminate and
Landlord may lease such Additional Space to other prospective tenants subject to
the following conditions:

               (i)  Landlord  shall not offer to another  tenant or  prospective
tenant less than all the Additional Space; and

               (ii) If  Landlord  desires to lease less than all the  Additional
Space,  Landlord  shall give Tenant the right of first offer with respect to the
portion  of the  Additional  Space  Landlord  desires  to lease as set  forth in
Section 8(a) above; and

               (iii) Landlord shall be free to lease the Additional Space to any
unaffiliated  person or entity on any terms and  conditions or to any affiliated
person  if  the  leasing  is  an  "arm's-length"  transaction  for a  bona  fide
occupancy;  provided,  however, Landlord shall not lease the Additional Space to
any other person or entity on basic  economic  terms which in the  aggregate are
less than ninety-five  percent (95%) of the effective rate, as defined below, at
which  Landlord  offered the  Additional  Space to Tenant,  without first giving
Tenant at least  fifteen (15) days prior written  notice of such economic  terms
and the opportunity  (during such fifteen (15) day period by delivery of written
notice to Landlord) to agree to lease such Additional Space on the same economic
terms and such other terms as proposed  by  Landlord  in  Landlord's  good faith
discretion.  Tenant's  failure to give  Landlord any written  notice during such
fifteen  (15) day period  shall be deemed  Tenant's  election  not to lease such
Additional Space.  "Effective rate," as used herein,  means the sum of Base Rent
and  escalations  to Base Rent,  taking  into  account  any  tenant  improvement
allowance  which is part of the proposed  other lease and any free rent,  moving
allowances,  lease takeovers to be paid by Landlord and other sums to be paid by
Landlord to the tenant or other  monetary  credits from  Landlord to the tenant.

                                       7
<PAGE>


For any item in such  calculation  which is  customarily  discounted  to present
value,  the  discount  rate shall be eight  percent  (8%).  In  addition  to the
foregoing,  if a lease is not signed within six (6) months after delivery of the
Offer to  Tenant,  Landlord  shall not lease the  Additional  Space to any other
person or entity  without  first giving  Tenant  another right of first offer as
provided in this Section 8.


If Landlord does lease the Additional Space in question to another tenant,  then
if during the Term of the Lease,  (i) such  tenant's  lease  expires,  (ii) such
tenant vacates such Additional  Space,  and (iii) Landlord  determines that such
Additional  Space is otherwise  vacant and  available,  then Landlord  shall not
lease such  Additional  Space to any other person or entity without first giving
Tenant  another  right of first offer with respect to such  Additional  Space as
provided in Section 8(a) above.

          (c) If Tenant  does  timely  accept the Offer as  provided  herein and
execute a lease amendment therefor,  such Additional Space shall be added to and
deemed a part of the Premises for all purposes of the Second Original Lease, and
on all terms and conditions contained in the Offer. The amendment shall include,
without limitation:

               (i) The delivery date;

               (ii) The rentable  area of the Premises  with the addition of the
Additional Space;
               (iii) The percentage that constitutes  Tenant's  Percentage Share
of Operating  Expenses and Property  Taxes, as adjusted to reflect the increased
rentable area of the Premises;


               (iv) The rental commencement date for the Additional Space; and

               (v) The other terms and conditions contained in the Offer.

          (d) The right  contained  in this  Section is personal to  Hambrecht &
Quist and its Permitted Assignees, and such right shall not inure to the benefit
of any  assignee  or  subtenant  of  Hambrecht  & Quist  other than a  Permitted
Assignee and in the event Hambrecht & Quist and its Permitted  Assignees assigns
the Lease or subleases  more than  thirty-three  percent  (33%) of the Premises,
this right shall automatically terminate and shall be null and void.

     In no  circumstances  shall  Landlord  be  deemed  to have  guaranteed  the
availability  of such Additional  Space to Tenant as of the stated  availability
date or dates. If the then-existing tenant should hold over, or if for any other
cause beyond Landlord's reasonable control,  Landlord shall be unable to deliver
possession of such Additional  Space as of the stated or agreed-to  availability
date,  Tenant's sole recourse shall be a delay in the  commencement of Base Rent
until  such time as  possession  is legally  delivered  by  Landlord  to Tenant.
Without limiting the above,  Landlord agrees to use its commercially  reasonable
efforts to enforce its right to  possession  to the subject  space  against such
other tenant, including institution of legal proceedings.

     9. LIMITED RECOURSE.  Notwithstanding anything to the contrary in the Lease
or in any document  delivered by Landlord in connection with the consummation of
the transaction


                                       8
<PAGE>


contemplated  hereby,  it is expressly  understood and agreed that The Equitable
Life  Assurance  Society of the United States is acting solely on behalf and for
the benefit of Separate  Account No. S-16III and Landlord's  liability  shall be
limited to, and payable and  collectible  only out of,  assets  allocated to, or
held by Landlord for the benefit of,  Separate  Account No. S-16III  (including,
without limitation,  the Building) and no other property or asset of Landlord or
of   any   of   Landlord's   directors,   officers,   employees,   shareholders,
contractholders or policyholders, shall be subject to any lien, levy, execution,
setoff or other enforcement procedure for satisfaction of any right or remedy of
Tenant in connection with the transaction contemplated hereby.

     10.  CROSS  DEFAULT.  An Event of  Default  by Tenant  under  that  certain
Original  Lease as  amended  by the  First  through  Fifth  Amendments  and this
Amendment  shall  constitute an Event of Default under the Second Original Lease
as amended by the First and Second  Amendments to the Second  Original Lease and
this Amendment and an Event of Default under that certain Second  Original Lease
as amended by the First and Second  Amendments to the Second  Original Lease and
this Amendment shall  constitute an Event of Default under that certain Original
Lease as amended by the First through Fifth Amendments and this Amendment.  Upon
an Event  of  Default  by  Tenant,  Landlord  shall  have  any and all  remedies
available pursuant to the Lease , as amended.
     
     11. OPERATING  EXPENSES.  "Operating  Expenses" shall be amended to reflect
that in the event Landlord elects to purchase energy on an alternate  basis, for
purposes of calculating Operating Expenses,  the sums paid that are attributable
to such energy  purchased in the first full  calendar  year of such  alternative
basis shall be deemed the expenses paid in such Base Year for such energy.

     12.  RENT  CREDIT AND  INTERIM  RENT.  The  references  in the Lease to and
provisions  providing for "Rent Credit,"  "Interim Rent" and "Free Rent" are not
applicable  to this  Amendment  or the  Lease  and  shall  be  deleted  in their
entirety.

     13. RIGHT TO SEPARATELY METER. The following shall be added to Section 7 of
the Lease:  "Landlord  shall  have the right at any time to install an  electric
current  meter or meters in the  Premises or  otherwise to measure the amount of
electric current consumed on the Premises,  and the cost of such meter or meters
or other corrective  measures and the installation and maintenance thereof shall
be paid for by Landlord."

     14.  BROKERAGE  COMMISSIONS.  Landlord and Tenant  represent and warrant to
each  other  that they  have  dealt  with no  broker,  agent or other  person in
connection with the transaction  evidenced by this Amendment and that no broker,
agent,  or other  person  brought  about this  transaction,  other than  Compass
Management and Leasing  ("Landlord's  Broker"),  and Landlord agrees that Tenant
shall have no obligation to pay commission or any other form of  compensation to
Landlord's Broker with regard to this leasing transaction, and each party hereby
agrees to indemnify  and hold the other  harmless from and against any claims by
any other broker,  agent or other person  claiming a commission or other form of
compensation by virtue of having dealt with the  indemnifying  party with regard
to this leasing transaction. The provisions of this Section 14 shall survive the
termination of this Lease.


                                       9
<PAGE>


     15.  ADDITIONAL SPACE. When space is added to the Premises pursuant to this
Amendment,  such space shall be added to the Second Original Lease as amended by
the First and Second  Amendments to the Second  Original Lease, on the terms and
conditions contained therein as amended hereby.

     16. RATIFICATION. Except as modified by this Amendment, the Lease is hereby
ratified by Landlord  and Tenant and shall  remain in full force and effect.  In
the event of any conflict  between the Lease and this Amendment,  this Amendment
shall control.

     17. COUNTERPARTS.  This Amendment may be executed in counterparts,  each of
which shall be deem an original,  all of which together shall constitute one and
the same instrument.
                 
<PAGE>


     IN  WITNESS  WHEREOF,  Landlord  and  Tenant  have each  caused  their duly
authorized representatives to execute this Amendment as of the date or dates set
forth below.

                                    LANDLORD:

                                    THE EQUITABLE ASSURANCE SOCIETY OF
                                    THE UNITED STATES

Date:    December 10, 1997          By:      /s/ James M. Piane

                                    Its:     Investment Officer

         TENANT:

                                     HAMBRECHT & QUIST LLC, a Delaware limited
                                     liability company

Date:    December 10, 1997          By:      /s/ J. Logan Burke

                                    Its:     Vice President