<PAGE>

                                                           EXHIBIT 10.6

                                      LEASE

                   (MULTI-TENANT SINGLE-BUILDING MODIFIED NET)

                                 by and between

                               PALO ALTO PROPERTY

                                  ("Landlord")

                                       and


                           CAREER CENTRAL CORPORATION

                                   ("Tenant")







                          For the 8,544 SF Premises at
                        3500 and 3510 West Bayshore Road
                           Palo Alto, California 94303



<PAGE>


                        TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE                                                  PAGE
-------                                                  ----
<S>                                                     <C>
1.   Parties                                               1

2.   Premises                                              1

3.   Definitions                                           1

4.   Lease Term                                            3

5.   Rent                                                  3

6.   Late Payment Charges                                  4

7.   Security Deposit                                      5

8.   Holding Over                                          5

9.   [Intentionally omitted]                               5

10.  Condition of Premises                                 6

11.  Use of the Premises                                   6

12.  Quiet Enjoyment                                       7

13.  Alterations                                           7

14.  Surrender of the Premises                             8

15.  Real Property Taxes                                   8

16.  Utilities and Services                                9

17.  Repair and Maintenance                                9

18.  Liens                                                 11

19.  Landlord's Right to Enter the Premises                12

20.  Signs                                                 12

21.  Insurance                                             12


                                       (i)

<PAGE>

22.  Waiver of Subrogation                                 14

23.  Damage or Destruction                                 14

24.  Condemnation                                          16

25.  Assignment and Subletting                             16

26.  Default                                               17

27.  Subordination                                         19

28.  Notices                                               20

29.  Attorneys' Fees                                       20

30.  Estoppel Certificates and Financial Statements        21

31.  Transfer of the Building or the Property by Landlord  21

32.  Landlord's Right to Perform Tenant's Covenants        21

33.  Tenant's Remedy                                       22

34.  Mortgagee Protection                                  22

35.  Brokers                                               22

36.  Acceptance                                            22

37.  Modifications for Lender                              22

38.  Parking                                               23

39.  General                                               23
</TABLE>


                        TABLE OF EXHIBIT
<TABLE>
<S>                <C>
EXHIBIT A           The Premises

EXHIBIT B           The Property
</TABLE>


                                      (ii)

<PAGE>

                                    LEASE

               (MULTI-TENANT BUILDING ON SINGLE-BUILDING PROPERTY)

         1.   PARTIES.

              THIS LEASE (the "Lease"), dated February 1998, is entered into
by and between Palo Alto Property, a California general partnership
("Landlord"), whose address is 1275 Lincoln Avenue, Suite 4B, San Jose,
California 95125, and Career Central Corporation, a California corporation
("Tenant"), whose address is 3500 West Bayshore Road, Palo Alto, California
94303.

         2.   PREMISES.

              Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord those certain premises consisting of approximately eight thousand
five hundred forty four (8,544) square feet, as shown in EXHIBIT A (the
"Premises"), commonly known as 3500 and 3510 West Bayshore Road in the City
of Palo Alto, County of Santa Clara (the "County"), California, located on
that certain real property more particularly described in EXHIBIT B (the
"Property") together with a right in common to use the Common Area as defined
in paragraph 3.E. The Premises is located within the Building, defined in
paragraph 3.B.

         3.   DEFINITIONS.

              The following terms shall have the following meanings in this
Lease:

              A.   ALTERATIONS. Any alterations, additions or improvements
made in, on or about the Building or the Premises after the Commencement
Date, including, but not limited to, lighting, heating, ventilating, air
conditioning, electrical, partitioning, drapery and carpentry installations.

              B.   BUILDING. That certain building on the Property consisting
of approximately nineteen thousand four hundred thirty nine (19,439) square
feet.

              C.   [Intentionally omitted].

              D.   COMMENCEMENT DATE. The Commencement Date of this Lease
shall be the first day of the Term determined in accordance with paragraph 4.A.

              E.   COMMON AREA. All areas and facilities within the Property
provided and designated by Landlord for the general use and convenience of
Tenant and other tenants and occupants of any part of the Property,
including, without limitation, those portions of the Building for the general
use and convenience of all tenants of the Building if any, such as the roof,
entrances and exits, central alarm systems, appurtenant equipment serving the
Building, parking areas, sidewalks, landscaped areas, service areas, trash
disposal facilities, and similar areas and facilities, subject to the
reasonable rules and regulations and changes therein from time to time
promulgated by Landlord governing the use of the Common Area.

<PAGE>


              F.   HVAC. Heating, ventilating and air conditioning.

              G.   INTEREST RATE. Ten percent (10%) per annum, however, in no
event to exceed the maximum rate of interest permitted by law.

              H.   LANDLORD'S AGENTS. Landlord's authorized agents, partners,
subsidiaries, directors, officers and employees.

              I.   MONTHLY RENT. The rent payable pursuant to paragraph 5.A,
as adjusted from time to time pursuant to the terms of this Lease.

              J.   REAL PROPERTY TAXES. Any form of assessment, license, fee,
rent tax, levy, penalty (if a result of Tenant's delinquency) or tax (other
than net income, estate, succession, inheritance, transfer or franchise
taxes) imposed by any authority having the direct or indirect power to tax or
by any city, county, state or federal government or any improvement or other
district or division thereof; whether such tax is: (i) determined by the area
of the Property or any part thereof or the rent and other sums payable
hereunder by Tenant or by other tenants, including, but not limited to, any
gross income or excise tax levied by any of the foregoing authorities with
respect to receipt of such rent or other sums due under this Lease; (ii) upon
any legal or equitable interest of Landlord in the Property or the Premises
or any part thereof; (iii) upon this transaction or any document to which
Tenant is a party creating or transferring any interest in the Property; (iv)
levied or assessed in lieu of, in substitution for, or in addition to,
existing or additional taxes against the Property whether or not now
customary or within the contemplation of the parties; or (v) surcharged
against the parking area.

              K.   RENT. Monthly Rent plus the Additional Rent defined in
paragraph 5.B.

              L.   SECURITY DEPOSIT. That amount paid by Tenant pursuant to
paragraph 7.

              M.   SUBLET. Any transfer, sublet, assignment, license or
concession agreement, change of ownership, mortgage or hypothecation
("transfer") of this Lease or the Tenant's interest in the Lease or in and to
all or a portion of the Premises, or any cumulative transfer of any interest
in Tenant exceeding 50 percent.

              N.   SUBRENT. Any consideration of any kind received or to be
received by Tenant from a subtenant if such sums are related to Tenant's
interest in this Lease or in the Premises, including, but not limited to,
bonus money and payments (in excess of fair market value) for Tenant's
assets, including its trade fixtures, equipment and other personal property,
goodwill, general intangibles and any capital stock or other equity ownership
of Tenant.

              O.   SUBTENANT. The person or entity with whom a Sublet
agreement is proposed to be or is made.

              P.   [Intentionally omitted.]

              Q.   [Intentionally omitted.]

                                       2



<PAGE>


              R.   TENANT'S PERCENTAGE. The percentage of the area of the
Premises to the total area of the Building. Tenant's Percentage is agreed to
be forty four percent (44%) for the purpose of this Lease.

              S.   TENANT'S PERSONAL PROPERTY. Tenant's trade fixtures,
furniture, equipment and other personal property in the Premises.

              T.   TERM. The term of this Lease set forth in paragraph 4.A,
as it may be extended hereunder pursuant to any options to extend granted
herein.

         4.   LEASE TERM.

              A.   TERM. The Term shall be a period of thirteen (13) days and
five (5) years, beginning on the Commencement Date of March 19, 1998, and
terminating on March 31, 2003, unless sooner terminated, subject to any
extensions granted hereunder. Tenant agrees that if Landlord, for any reason
whatsoever, is unable to deliver possession of the Premises on the
Commencement Date, Landlord shall not be liable to Tenant for any loss or
damage therefrom, nor shall this Lease be void or voidable. In such event,
the Commencement Date and termination date shall not be extended and Tenant
shall not be obligated to pay Monthly Rent or other sums due Landlord
hereunder until possession of the Premises is tendered to Tenant. Tenant
shall have the right to terminate this lease if delivery of possession is
more than 25 days after the scheduled Commencement Date, provided that Tenant
do so within 35 days after the scheduled Commencement Date.

              B.   EARLY ENTRY. If Tenant is permitted to occupy the Premises
prior to the Commencement Date for the purpose of fixturing or my other
purpose permitted by Landlord, such early entry shall be at Tenant's sole
risk and subject to all the terms and provisions hereof, except for the
payment of Monthly Rent which shall commence on the Commencement Date.
Landlord shall have the right to impose such additional conditions on
Tenant's early entry as Landlord shall deem appropriate, and shall further
have the right to require that Tenant execute an early entry agreement
containing such conditions prior to Tenant's early entry.

         5.   RENT.

              A.   MONTHLY RENT. Tenant shall pay to Landlord, in lawful
money of the United States, for each calendar month of the Term, net Monthly
Rent in the amount of Nineteen Thousand Two Hundred Twenty Four Dollars
($19,224), in advance, on the first day of each calendar month, without
abatement, deduction, claim, offset, prior notice or demand. Additionally,
Tenant shall pay, as and with the net Monthly Rent, Tenant's Percentage of
the estimated monthly Common Area Expenses, as set forth in
paragraph 17.B(iii), subject to adjustment as provided in paragraph 17.B(iv),
and Tenant's Percentage of the monthly cost of insurance premiums required
pursuant to paragraph 22.C, as adjusted from time to time hereunder. Tenant
shall deposit with Landlord upon execution of this Lease the following
amounts to be applied toward the Rent due for the first partial month and the
first full month of the Term:

                                       3

<PAGE>

<TABLE>
             <S>                           <C>
              Monthly Rent (net)            $19,224.00/month

              Tenant's Percentage
              of Common Area Expenses       $ 3,142.72/month
              and Insurance Premiums
                                            ----------------
              TOTAL                         $22,366.72/month
</TABLE>

When Landlord tenders possession of the Premises to Tenant and the actual
Commencement Date is determined, Tenant shall pay to Landlord the Monthly
Rent and Tenant's Percentage of Common Area Expenses and Insurance Premiums
from the Commencement Date to the end of the calendar month in which the
Commencement Date occurs, prorated based on the actual number of days in that
partial month. Tenant shall make such payment to Landlord on the later of
April 1, 1998, or the date that the actual Commencement Date is determined.

              B.   RENT INCREASES. Beginning on April 1, 1999, and on each
April 1 thereafter, the Monthly Rent shall be increased by the annual
percentage increase in the Index published not less than two months prior to
the applicable April 1. The Index shall be the Consumer Price Index (All
Urban Consumers), San Francisco-Oakland-San Jose Area, 1982=100, as published
by the Bureau of Labor Statistics, U.S. Department of Labor, or some other
comparable index chosen by Landlord if the Index is no longer published. In
no event shall the Monthly Rent on any April 1 be less than the Monthly Rent
for the immediately preceding calendar month. Notwithstanding the foregoing,
the minimum increase in the Monthly Rent on each April 1 shall be four
percent (4%).

              C.   ADDITIONAL RENT. All monies required to be paid by Tenant
under this Lease, including, without limitation, Real Property Taxes pursuant
to paragraph 15, Common Area Expenses pursuant to paragraph 17, and insurance
premiums pursuant to paragraph 21, shall be deemed Additional Rent.

              D.   PRORATION. If the Commencement Date is not the first (1st)
day of a month, or if the termination date of this Lease is not the last day
of a month, a prorated installment of Monthly Rent based on a thirty (30) day
month shall be paid for the fractional month during which the Lease commences
or terminates.

         6.   LATE PAYMENT CHARGES.

              Tenant acknowledges that late payment by Tenant to Landlord of
Rent and other charges provided for under this Lease will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of such costs
being extremely difficult or impracticable to fix. Therefore, if any
installment of Rent or any other charge due from Tenant is not received by
Landlord when due, Tenant shall pay to Landlord an additional sum equal to
seven percent (7%) of the amount overdue as a late charge. The parties agree
that this late charge represents a fair and reasonable estimate of the costs
that Landlord will incur by reason of the late payment by Tenant. In addition,

                                       4

<PAGE>


if any Rent or other sum due hereunder is not paid by Tenant within thirty
(30) days after the date such Rent or other payment is due, then Tenant shall
pay interest on the amount due at the maximum rate permitted by law from date
such Rent or other sum was due until paid.

INITIALS

[ILLEGIBLE]                          [ILLEGIBLE]
--------------------------           ----------------------------
Landlord                             Tenant

         7.   SECURITY DEPOSIT.

              Tenant shall deposit with Landlord upon execution the sum of
Thirty Eight Thousand Four Hundred Forty Eight Dollars ($38,448) as the
Security Deposit for the full and faithful performance of every provision of
this Lease to be performed by Tenant. If Tenant defaults with respect to any
provision of this Lease, Landlord may apply all or any part of the Security
Deposit for the payment of any rent or other sum in default, the repair of
any damage to the Premises caused by Tenant or 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 to the full extent
permitted by law. Tenant hereby waives any restriction on the use or
application of the Deposit by Landlord as set forth in California Civil Code
Section 1950.7. If any portion of the Security Deposit is so applied, Tenant
shall, within ten (10) days after written demand therefor, deposit cash with
Landlord in an amount sufficient to restore the Security Deposit to its
original amount. 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 is not otherwise in default, the Security
Deposit or any balance thereof shall be returned to Tenant within thirty (30)
days of termination of the Lease. In the event of any termination of
Landlord's interest in the Premises, Landlord shall transfer the Security
Deposit to Landlord's successor-in-interest whereupon Landlord shall be
released from liability for the return of the Security Deposit or the
accounting therefor.

         8.   HOLDING OVER.

              If Tenant remains in possession of all or any part of the
Premises after the expiration of the Term, with the express or implied
consent of Landlord, such tenancy shall be month-to-month only and shall not
constitute a renewal or extension for any further term. If Tenant remains in
possession either with or without Landlord's consent, Monthly Rent shall be
increased to an amount equal to one hundred fifty percent (150%) of the
Monthly Rent payable during the last month of the Term, and any other sums
due under this Lease shall be payable in the amount and at the times
specified in this Lease. Such month-to-month tenancy shall be subject to
every other term, condition, and covenant contained herein. If Tenant fails
to surrender the Premises upon the expiration of the Term despite demand to
do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all
loss or liability, including without limitation any claim made by a
succeeding tenant, resulting from tenants failure to surrender.

         9.   [Intentionally omitted].


                                       5

<PAGE>


         10.  CONDITION OF PREMISES.

              By taking possession of the Premises, Tenant shall be deemed to
have accepted the Premises in its as-is condition, subject to all applicable
laws, codes and ordinances, except that Landlord shall deliver the Premises
in a clean condition with all systems in working order. Any damage to the
Premises caused by Tenant's move-in shall be repaired or corrected by Tenant,
at its expense. Tenant acknowledges that neither Landlord nor its Agents have
made any representations or warranties as to the suitability or fitness of
the Premises for the conduct of Tenant's business or for any other purpose,
nor has Landlord or its Agents agreed to undertake any Alterations or
construct any Tenant Improvements to the Premises.

         11.  USE OF THE PREMISES.

              A.   TENANT'S USE. Tenant shall use the Premises solely for
career marketing, sales and marketing research, general office and
administration, customer service, and operations and software development
purposes and shall not use the Premises for any other purpose without the
prior written consent of Landlord.

              B.   COMPLIANCE.

                   (i)       Tenant shall not use the Premises or suffer or
permit anything to be done in or about the Premises or the Property which
will in any way conflict with any law, statute, zoning restriction, ordinance
or governmental law, rule, regulation or requirement of public authorities
now in force or which may hereafter be in force, relating to or affecting the
condition, use or occupancy of the Premises or the Property. Tenant shall not
commit any public or private nuisance or any other act or thing which might
or would disturb the quiet enjoyment of any other tenant of Landlord or any
occupant of nearby property. Tenant shall place no loads upon the floors,
walls or ceilings in excess of the maximum designed load determined by
Landlord or which endanger the structure; nor place any harmful liquids in
the drainage systems; nor dump or store waste materials or refuse or allow
such to remain outside the Building proper, except in the enclosed trash
areas provided. Tenant shall not store or permit to be stored or otherwise
placed any other material of any nature whatsoever outside the Building.
Notwithstanding the foregoing, Tenant shall not be required to pay the cost
of complying with laws with respect to items that are not in compliance with
such laws on the Commencement Date unless the requirement for compliance is
triggered by an act of Tenant, e.g., Tenant's application for a building
permit.

                   (ii)      In particular, Tenant, at its sole cost, shall
comply with all laws relating to the storage, use and disposal of hazardous,
toxic or radioactive matter, including those materials identified in Sections
66680 through 66685 of Title 22 of the California Code of Regulations,
Division 4, Chapter 30 as they may be amended from time to time (collectively
"Toxic Materials"). If Tenant does store, use or dispose of any Toxic
Materials, Tenant shall notify Landlord in writing at least ten (10) days
prior to their first appearance on the Premises. Tenant shall be solely
responsible for and shall defend, indemnify and hold Landlord and its Agents
harmless from and against all claims, costs and liabilities, including
attorneys' fees and costs, arising out of or in connection with its storage,
use and disposal of Toxic Materials. Tenant shall further be solely
responsible for and shall defend, indemnify and hold Landlord and its Agents
harmless from and against any and all claims, costs, and liabilities,
including attorneys' fees and costs, arising out of or in connection with the
removal, clean-up and restoration work and materials necessary to return the

                                       6

<PAGE>


Premises and the Property and any other property of whatever nature to their
condition existing prior to the appearance of the Toxic Materials on the
Premises. If any governmental agency or the beneficiary of any deed of trust
covering the Property requires any testing of the Premises or the Property,
including the soil or groundwater of the Property, to ascertain whether there
has been any release of Toxic Materials in, on or about the Premises or the
Property, Landlord shall have the right to install monitoring wells on or
about the Outside Area and to perform such other tests and investigations of
the Premises and the Property for such purpose. Tenant shall reimburse
Landlord as Additional Rent for the reasonable cost of such tests and
investigations and of the installation, maintenance, repair and replacement
of such monitoring wells or other measuring devices if the results of such
tests and investigations disclose the existence of facts which give rise to
the liability of Tenant pursuant to the indemnity provisions of this
paragraph 11.B(ii). Tenant's obligations hereunder shall survive the
termination of this Lease.

         12.  QUIET ENJOYMENT.

              Landlord covenants that Tenant, upon performing the terms,
conditions and covenants of this Lease, shall have quiet and peaceful
possession of the Premises as against any person claiming the same by,
through or under Landlord.

         13.  ALTERATIONS.

              After the Commencement Date, Tenant shall not make or permit
any Alterations in, on or about the Premises, except for nonstructural
Alterations not exceeding One Thousand Dollars ($1,000.00) in cost, without
the prior written consent of Landlord, and according to plans and
specifications approved in writing by Landlord, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing Tenant shall not,
without the prior written consent of Landlord, make any:

              (i)       Alterations to the exterior of the Building;

              (ii)      Alterations to and penetrations of the roof of the
Building; and

              (iii)     Alterations visible from outside the Premises,
including the Common Area, to which Landlord may withhold Landlord's consent
on wholly aesthetic grounds.

All Alterations shall be installed at Tenant's sole expense, in compliance
with all applicable laws, by a licensed contractor, shall be done in a good
and workmanlike manner conforming in quality and design with the Premises
existing as of the Commencement Date, and shall not diminish the value of
either the Building or the Premises. All Alterations made by Tenant shall be
and become the property of Landlord upon installation and shall not be deemed
Tenant's Personal Property; provided, however, that Landlord may, at its
option, require that Tenant, at Tenant's expense, remove any or all
Alterations installed by Tenant and return the Premises to their condition as
of the Commencement Date of this Lease, normal wear and tear excepted and
subject to the provisions of paragraph 23. Notwithstanding any other
provision of this Lease, Tenant shall be solely responsible for the
maintenance and repair of any and all Alterations made by it to the Premises.
Tenant shall give Landlord written notice of Tenant's intention to perform
work on the Premises at least twenty

                                       7


<PAGE>


(20) days prior to the commencement of such work to enable Landlord to post
and record a Notice of Nonresponsibility or other notice deemed proper before
the commencement of any such work.

Landlord hereby consents to Tenant constructing or completing a demising wall
between the Premises and adjacent space. The improvements related thereto
shall not be required to be removed at the expiration of the Lease. However,
such improvements are otherwise subject to the provisions of this paragraph 13.

         14.  SURRENDER OF THE PREMISES.

              Upon the expiration or earlier termination of the Term, Tenant
shall surrender the Premises to Landlord in its condition existing as of the
Commencement Date, normal wear and tear and fire or other casualty excepted,
with all interior walls repaired and repainted if marked or damaged, all
carpets shampooed and cleaned, all broken, marred or nonconforming acoustical
ceiling tiles replaced, all windows washed, the plumbing and electrical
systems and lighting in good order and repair, including replacement of any
burned out or broken light bulb or ballasts, and all floors cleaned and
waxed, all to the reasonable satisfaction of Landlord, but only to the extent
required to return the Premises to the condition in which it existed on the
Commencement Date, excepting only Alterations that Landlord has agreed in
writing that may remain. Tenant shall remove from the Premises all of
Tenant's Alterations required to be removed pursuant to paragraph 13, and all
Tenant's Personal Property, and repair any damage and perform any restoration
work caused by such removal. If Tenant fails to remove such Alterations and
such failure continues after the expiration or earlier termination of this
Lease, Landlord may retain such property and all rights of Tenant with
respect to it shall cease. If Tenant fails to remove its Personal Property at
the expiration or earlier termination of this Lease, Landlord may place all
or any portion of such property in public storage for Tenant's account.
Tenant shall be liable to Landlord for costs of removal of any such
Alterations and Tenant's Personal Property and storage and transportation
costs of same, and the cost of repairing and restoring the Premises, together
with interest at the Interest Rate from the date of expenditure by Landlord.
If the Premises are not so surrendered at the termination of this Lease,
Tenant shall indemnify Landlord and its Agents against all loss or liability,
including attorneys' fees and costs, resulting from delay by Tenant in so
surrendering the Premises.

              Normal wear and tear for the purposes of this Lease shall be
construed to mean wear and tear caused to the Premises by a natural aging
process which occurs in spite of prudent application of commercially
reasonable standards for maintenance, repair and janitorial practices. It is
not intended, nor shall it be construed, to include items of neglected or
deferred maintenance which would have or should have been attended to during
the Term of the Lease if the best standards had been applied to properly
maintain and keep the Premises at all times in good condition and repair.

         15.  REAL PROPERTY TAXES.

              A.   PAYMENT BY TENANT. Tenant shall pay to Landlord
one-twelfth (1/12th) of the estimated annual Real Property Taxes on the first
(1st) day of each calendar month. Assessments, taxes, fees, levies and
charges may be imposed by governmental agencies for such purposes as fire
protection, street, sidewalk, road, utility construction and maintenance,
refuse removal and for other governmental services which may formerly have
been provided without charge to property owners

                                       8

<PAGE>

or occupants. It is the intention of the parties that all new and increased
assessments, taxes, fees, levies and charges are to be included within the
definition of Real Property Taxes. Upon Landlord's receipt of the Real
Property Tax payment from Tenant and other tenants of the Property, Landlord
shall pay the taxes to the county. If Tenant fails to pay Tenant's Percentage
of the Real Property Taxes, Tenant shall pay to Landlord any penalty incurred
by such late payment.

              B.   TAXES ON TENANT IMPROVEMENTS AND PERSONAL PROPERTY. Tenant
shall pay any increase in Real Property Taxes resulting from any and all
Alterations and Tenant Improvements of any kind whatsoever placed in, on or
about the Premises for the benefit of, at the request of, or by Tenant.
Tenant shall pay prior to delinquency all taxes assessed or levied against
Tenant's Personal Property in, on or about the Premises or elsewhere. When
possible, Tenant shall cause its Personal Property to be assessed and billed
separately from the real or personal property of Landlord.

              C.   PRORATION. Tenant's liability to pay Real Property Taxes
shall be prorated on the basis of a 365-day year to account for any
fractional portion of a fiscal tax year included at the commencement or
expiration of the Term. With respect to any assessments which may be levied
against or upon the Property, or which under the laws then in force may be
evidenced by improvements or other bonds or may be paid in annual
installments, only the amount of such annual installment (with appropriate
proration for any partial year) and interest due thereon shall be included
within the computation of the annual Real Property Taxes levied against the
Premises.

         16.  UTILITIES AND SERVICES.

              Tenant shall be responsible for and shall pay promptly all
charges for water, gas, electricity, telephone, janitorial service and all
other utilities, materials and services furnished directly to or used by
Tenant in, on or about the Premises during the Term, together with any taxes
thereon. If such utilities are not separately metered to the Premises,
Landlord shall bill Tenant for Tenant's pro rata share based on Tenant's
Percentage or other equitable basis as determined by Landlord. Landlord shall
not be liable in damages or otherwise for any failure or interruption, of any
utility service or other service furnished to the Premises, except that
resulting from the willful misconduct of Landlord. In addition, Tenant shall
not be entitled to any abatement or reduction of Rent by reason of such
failure or interruption, no eviction of Tenant shall result from such failure
or interruption and Tenant shall not be relieved from the performance of any
covenant or agreement in this Lease because of such failure or interruption.

         17.  REPAIR AND MAINTENANCE.

              A.   BUILDING.

                   (i) LANDLORD'S OBLIGATIONS. Landlord shall keep in good
order, condition and repair the structural parts of the Building, except for
any damage thereto caused by the negligence or willful acts or omissions of
Tenant or of Tenant's agents, employees or invitees, or by reason of the
failure of Tenant to perform or comply with any terms of this Lease, or
caused by Alterations made by Tenant or by Tenant's agents, employees or
contractors. Tenant shall have the benefit of any damage covered by casualty
insurance subject to the provisions of paragraph 22. It is an express
condition precedent to all obligations of Landlord to repair and maintain
that Tenant shall have notified Landlord of the need for such repairs or
maintenance. Tenant waives the

                                       9

<PAGE>

provisions of Sections 1941 and 1942 of the California Civil Code and any
similar or successor law regarding Tenant's right to make repairs and deduct
the expenses of such repairs from the Rent due under this Lease.

                   (ii) TENANT'S OBLIGATIONS. Tenant shall at all times and
at its own expense clean, keep and maintain in good order, condition and
repair every part of the Premises which is not within Landlord's obligation
pursuant to paragraph 17.A (i). Tenant's repair and maintenance obligations
shall include, all plumbing and sewage facilities within the Premises,
fixtures, interior walls and ceiling, floors, windows, doors, entrances,
plate glass, showcases, skylights, all electrical facilities and equipment,
including lighting fixtures, lamps, fans and any exhaust equipment and
systems, any automatic fire extinguisher equipment within the Premises,
electrical motors and all other appliances and equipment of every kind and
nature located in, upon or about or exclusively serving the Premises,
excluding the HVAC system. Tenant shall also be responsible for all pest
control within the Premises. Tenant shall have the benefit of all warranties
available to Landlord regarding equipment. Notwithstanding the foregoing,
Landlord and not Tenant shall be responsible for installing capital
improvements and Tenant shall reimburse Landlord for the amortized cost
thereof allocable to the balance of the Lease term (based on the useful life
of the capital item in question). In no event shall Tenant be obligated to
pay for construction defects not caused by Tenant or repairs necessitated by
casualty to the extent the casualty was not caused by Tenant, in which event
Tenant shall pay any uninsured amount, excluding co-insurance payments.

              B.   COMMON AREA

                   (i) LANDLORD'S OBLIGATIONS. Landlord shall repair and
maintain the Common Area including those portions of the Building within the
Common Area, including the roof (subject to Tenant's obligation to pay for
annual roof inspection and repair as set forth in paragraph 17.B(ii)), HVAC
systems, refuse pick-up, and exterior walls (excluding the interior of all
walls and the exterior and interior of all windows, doors, ceiling and plate
glass). The manner in which the Common Area shall be maintained and the
expenditures therefor shall be at the sole discretion of Landlord. Landlord
shall at all times have exclusive control of the Common Area and may at any
time temporarily close any part thereof, exclude and restrain anyone from any
part thereof, except the bona fide customers, employees and invitees of
Tenant who use the Common Area in accordance with the rules and regulations
as Landlord may from time to time promulgate, and may change the
configuration or location of the Common Area. In exercising any such rights,
Landlord shall make a reasonable effort to minimize any disruption of
Tenant's business. Common Area expenses shall not include the following: (1)
reserves or depreciation; (2) the cost of capital improvements, except for
the amortized cost thereof (based on the useful life of the capital item in
question) over the balance of the term; (3) costs occasioned by casualty,
except to the extent caused by Tenant, in which event Tenant shall pay for
any uninsured amount, excluding co-insurance payments, which costs are
covered by insurance; (4) costs to correct any construction defect in the
Building or to comply with any law applicable to the Building on the
Commencement Date unless the requirement for compliance is triggered by an
act of Tenant, e.g., Tenant's application for a building permit; (5) debt
service; (6) costs for the maintenance, repair or replacement to or of the
structural elements of the Building; and (7) costs arising from the presence
of Hazardous Materials in, on or under the Building, except to the extent
caused by Tenant. With respect to deductibles allocable to earthquake
insurance coverage, Common Area expenses shall include only the cost thereof
amortized equally over the balance of the Lease term.

                                      10

<PAGE>


                   (ii) TENANT TO PAY COMMON AREA EXPENSES. Tenant shall pay,
as Additional Rent, Tenant's Percentage of all reasonable costs and expenses
paid or incurred by Landlord during the Term in maintaining, repairing and
replacing the Common Area, including annual roof inspections, HVAC
maintenance contracts and preventive maintenance work on the roof, the cost
of capital expenditures provided they are amortized over their useful life at
reasonable interest rates, and appropriate reserves for any such maintenance
or repair, and a reasonable management fee (not to exceed 5% of the Monthly
Rent) for Landlord's property manager (the "Common Area Expenses").

                   (iii) MONTHLY PAYMENTS. From and after the Commencement
Date, Tenant shall pay to Landlord on the first day of each calendar month of
the Term an amount estimated by Landlord to be Tenant's Percentage of the
monthly Common Area Expenses. The foregoing estimated monthly charges may be
adjusted by Landlord at the end of any calendar quarter on the basis of
Landlord's experience and reasonably anticipated costs. Any such adjustment
shall be effective as of the calendar month next succeeding receipt by Tenant
of written notice of such adjustment. Within one hundred twenty (120) days
following the end of each calendar year Landlord shall furnish Tenant a
statement of the actual Common Area Expenses ("Actual Expenses") for the
calendar year and the payments made by Tenant with respect to such period. If
Tenant's payments for the Common Area Expenses do not equal the amount of the
Actual Expenses, Tenant shall pay Landlord the deficiency within ten (10)
days after receipt of such statement. If Tenant's payments exceed the Actual
Expenses, Landlord shall either offset the excess against the Common Area
Expenses, next thereafter to become due to Landlord, or shall refund the
amount of the overpayments to Tenant, in cash, as Landlord shall elect. There
shall be appropriate adjustments of the Common Area Expenses as of the
Commencement Date and expiration of the Term.

              C.   COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Tenant shall, at
its cost, comply with, including the making by Tenant of any Alteration to
the Premises, all present and future regulations, rules, laws, ordinances,
and requirements of all governmental authorities (including, without
limitation state, municipal, county and federal governments and their
departments, bureaus, boards and officials) arising from the use or occupancy
of, or applicable to, the Premises or privileges appurtenant to or in
connection with the enjoyment of the Premises.

         18.  LIENS.

              Tenant shall keep the Building and the Property free from any
liens arising out of any work performed, materials furnished or obligations
incurred by or on behalf of Tenant and hereby indemnifies and holds Landlord
and its Agents harmless from all liability and cost, including attorneys'
fees and costs, in connection with or arising out of any such lien or claim
of lien. Tenant shall cause any such lien imposed to be released of record by
payment or posting of a proper bond acceptable to Landlord within ten (10)
days after written request by Landlord. Tenant shall give Landlord written
notice of Tenant's intention to perform work on the Premises which might
result in any claim of lien at least ten (10) days prior to the commencement
of such work to enable Landlord to post and record a Notice of
Nonresponsibility. If Tenant fails to so remove any such lien within the
prescribed ten (10) day period, then Landlord may do so at Tenant's expense
and Tenant shall reimburse Landlord as Additional Rent for such amounts upon
demand. Such reimbursement shall include all costs incurred by Landlord
including Landlord's reasonable attorneys' fees with interest thereon at the
Interest Rate.

                                       11

<PAGE>


         19.  LANDLORD'S RIGHT TO ENTER THE PREMISES.

              Tenant shall permit Landlord and its Agents to enter the
Premises at all reasonable times with reasonable notice, except for
emergencies in which case no notice shall be required, to inspect the same,
to post Notices of Nonresponsibility and similar notices and "For Sale"
signs, to show the Premises to interested parties such as prospective lenders
and purchasers, to make necessary repairs, to discharge Tenant's obligations
hereunder when Tenant has failed to do so within a reasonable time after
written notice from Landlord, and at any reasonable time within one hundred
and eighty (180) days prior to the expiration of the Term, to place upon the
Building ordinary "For Lease" signs and to show the Premises to prospective
tenants. The above rights are subject to reasonable security regulations of
Tenant, and to the requirement that Landlord shall at all times act in a
manner to cause the least possible interference with Tenant's business.
Landlord shall have the right to require Tenant not to remove any permanent
sign structures (such as monuments, sign boxes, etc.) at the expiration or
earlier termination of the Lease.

         20.  SIGNS.

              Tenant shall have no right to maintain any sign in any location
in, on or about the Building, Common Area or the Premises and shall not
display or erect any other Tenant identification sign, display or other
advertising material that is visible from the exterior of the Building
without Landlord's prior written consent, which shall not be unreasonably
withheld. The size, design, color and other physical aspects of the Tenant
identification sign shall be subject to the Landlord's written approval prior
to installation, which shall not be unreasonably withheld, and any
appropriate municipal or other governmental approvals. The cost of the sign,
its installation, maintenance and removal expense shall be 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 due and payable within ten (10) days after demand
therefor and bearing interest at ten percent (10%) per annum from the time of
expenditure by Landlord until payment is delivered to Landlord.

         21.  INSURANCE.

              A.   INDEMNIFICATION. Tenant hereby agrees to defend, indemnify
and hold harmless Landlord and its Agents from and against any and all
damage, loss, liability or expense including attorneys' fees and legal costs
suffered directly or by reason of any claim, suit or judgment brought by or
in favor of any person or persons for damage, loss or expense due to, but not
limited to, bodily injury and property damage sustained by such person or
persons which arises out of, is occasioned by or in any way attributable to
the use or occupancy of the Premises or the Property or any part thereof and
adjacent areas by Tenant, the acts or omissions of the Tenant, its agents,
employees or any contractors brought onto the Premises or the Property by
Tenant, except to the extent caused by the negligence or willful misconduct
of Landlord or its Agents. Tenant agrees that the obligations assumed herein
shall survive this Lease.

              B.   TENANT'S INSURANCE. Tenant agrees to maintain in full
force and effect at all times during the Term, at its own expense, for the
protection of Tenant and Landlord, as their interests may appear, policies of
insurance issued by a responsible carrier or carriers acceptable to Landlord
which afford the following coverages:

                                       12

<PAGE>


                   (i) Commercial general liability insurance in an amount
not less than Two Million Dollars ($2,000,000) combined single limit for both
bodily injury and property damage, which includes blanket contractual
liability broad form property damage, personal injury, completed operations,
products liability and fire damage legal (in an amount not less than
Twenty-Five Thousand Dollars ($25,000)), naming Landlord and its Agents as
additional insureds.

                   (ii) "All-risk" or causes of loss-special form property
insurance (including, without limitation, vandalism, malicious mischief,
inflation endorsement, plate glass and sprinkler leakage endorsement) on
Tenant's Personal Property located on or in the Premises and any Alterations
constructed or installed on the Premises by Tenant. Such insurance shall be
in the full amount of the replacement cost, as the same may from time to time
increase as a result of inflation or otherwise. As long as this Lease is in
effect, the proceeds of such policy shall be used for the repair and
replacement of such items so insured. Landlord shall have no interest in the
insurance proceeds on Tenant's Personal Property.

              C.   PREMISES INSURANCE. During the Term Landlord shall
maintain "all-risk" or causes of loss-special form property insurance
(including inflation endorsement, sprinkler leakage endorsement, and, at
Landlord's option, earthquake and flood coverage) on the Building, excluding
coverage of all Tenant's Personal Property located on or in the Premises, but
including the Tenant Improvements, if any are provided for in paragraph 9 of
this Lease. Such insurance shall also include insurance against loss of
rents, including, at Landlord's option, coverage for earthquake and flood, in
an amount equal to the Monthly Rent and Additional Rent, and any other sums
payable under the Lease, for a period of at least twelve (12) months
commencing on the date of loss. Such insurance shall name Landlord and its
Agents as named insureds and include a lender's loss payable endorsement in
favor of Landlord's lender (Form 438 BFU Endorsement). Tenant shall reimburse
Landlord for Tenant's Percentage of Landlord's annual cost of such insurance
as Additional Rent, monthly on the first day of each calendar month of the
Term, prorated for any partial month, or on such other periodic basis as
Landlord shall elect. If the property insurance premiums are increased after
the Commencement Date, due to an increase in the value of the Building or its
replacement cost, Tenant shall pay Tenant's Percentage of such increase
within ten (10) days of notice of such increase. If such insurance premiums
are increased due to Tenant's use of the Premises, improvements installed by
Tenant, or any other cause solely attributable to Tenant, Tenant shall be
required to pay the full amount of the increase.

              D.   CO-INSURER. If, on account of the failure of Tenant to
comply with the foregoing provisions, Landlord is adjudged a co-insurer by
its insurance carrier, then any loss or damage Landlord shall sustain by
reason thereof, including attorneys' fees and costs, shall be borne by Tenant
and shall be immediately paid by Tenant upon receipt of a bill therefor and
evidence of such loss.

              E.   INSURANCE REQUIREMENTS. All insurance shall be in a form
satisfactory to Landlord and shall be carried with companies that have a
general policy holder's rating of not less than "A" and a financial rating of
not less than Class "X" in the most current edition of BEST'S INSURANCE
REPORTS; shall provide that such policies shall not be subject to material
alteration or cancellation except after at least thirty (30) days' prior
written notice to Landlord; and shall be primary as to Landlord. The policy
or policies or duly executed certificates for them, together with

                                       13

<PAGE>


satisfactory evidence of payment of the premium thereon, shall be deposited
with Landlord upon the execution of this Lease and, upon renewal of such
policies, not less than thirty (30) days prior to the expiration of the term
of such coverage. If Tenant fails to procure and maintain the insurance
required hereunder, Landlord may, but shall not be required to, order such
insurance at Tenant's expense and Tenant shall reimburse Landlord upon
demand. Such reimbursement shall include all costs incurred by Landlord
including Landlord's reasonable attorneys' fees, with interest thereon at the
Interest Rate.

              F.   LANDLORD'S DISCLAIMER. Landlord and its Agents shall not be
liable for any loss or damage to persons or property resulting from fire,
explosion, falling plaster, glass, tile or sheetrock, steam, gas,
electricity, water or rain which may leak from any part of the Building or
from the pipes, appliances or plumbing works therein or from the roof, street
or subsurface, or from any other cause whatsoever, except to the extent
caused by or due to the negligence or willful misconduct of Landlord, its
employees or agents. Landlord and its Agents shall not be liable for any
injury to persons or damage to property caused by latent defect in the
Premises. Tenant shall give prompt written notice to Landlord in case of a
casualty, accident or repair needed in the Premises.

         22.  WAIVER OF SUBROGATION.

              Notwithstanding anything contrary in this Lease, Landlord and
Tenant each hereby waive all rights of recovery against the other on account
of loss or damage occasioned to such waiving party for its property or the
property of others under its control to the extent that such loss or damage
is insured against under any insurance policies which may be in force at the
time of such loss or damage. Tenant and Landlord shall, upon obtaining
policies of insurance required hereunder, give notice to the insurance
carrier that the foregoing mutual waiver of subrogation is contained in this
Lease and Tenant and Landlord shall cause each insurance policy obtained by
such party to provide that the insurance company waives all right of recovery
by way of subrogation against either Landlord or Tenant in connection with
any damage covered by such policy.

         23.  DAMAGE OR DESTRUCTION.

              A.   LANDLORD'S OBLIGATION TO REBUILD. If the Premises or the
Building is damaged or destroyed, Landlord shall promptly and diligently
repair the same unless it has the right to terminate this Lease as provided
herein and it elects to so terminate.

              B.   RIGHT TO TERMINATE. Landlord shall have the right to
terminate this Lease in the event any of the following events occur:

                   (i) Insurance proceeds are not available to pay one
hundred percent (100%) of the cost of such repairs in excess of Twenty
Thousand Dollars ($20,000), excluding the deductible for which Tenant shall
be responsible;

                   (ii) The Premises or the Building cannot, with reasonable
diligence, be fully repaired by Landlord within one hundred eighty (180) days
after the date of the damage or destruction; or

                                       14

<PAGE>


                   (iii) The Premises or the Building cannot be safely
repaired because of the presence of hazardous factors, including, but not
limited to, earthquake faults, radiation, chemical waste and other similar
dangers.

         If Landlord elects to terminate this Lease, Landlord may give Tenant
written notice of its election to terminate within thirty (30) days after
such damage or destruction and this Lease shall terminate fifteen (15) days
after the date Tenant receives such notice. If Landlord elects not to
terminate the Lease, subject to Tenant's termination right set forth below,
Landlord shall promptly commence the process of obtaining necessary permits
and approvals and repair of the Premises or the Building as soon as
practicable, and this Lease will continue in full force and effect. All
insurance proceeds from insurance under paragraph 21, excluding proceeds for
Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant
shall be required to pay to Landlord the amount of any deductibles payable in
connection with any insured casualties (earthquake deductibles shall be paid
as set forth in the last sentence of paragraph 17.B (i)), unless the casualty
was caused by the sole negligence or willful misconduct of Landlord.

         Tenant shall have the right to terminate this Lease if the Premises
cannot, with reasonable diligence, be fully repaired within two hundred ten
(210) days from the date of damage or destruction. The determination of the
estimated repair period shall be made by Landlord in its good faith business
judgment within thirty (30) days after such damage or destruction. Landlord
shall deliver written notice of the repair period to Tenant after such
determination has been made and Tenant shall exercise its right to terminate
this Lease, if at all, within ten (10) days of receipt of such notice from
Landlord.

         C.   LIMITED OBLIGATION TO REPAIR. Landlord's obligation, should it
elect or be obligated to repair or rebuild, shall be limited to the basic
Premises, the Tenant Improvements, or the basic Building, as the case may be,
and Tenant shall, at Tenants expense, replace or fully repair all Tenant's
Personal Property and any Alterations installed by Tenant and existing at the
time of such damage or destruction.

         D.   ABATEMENT OF RENT. Rent shall be temporarily abated
proportionately during any period when, by reason of such damage or
destruction, there is material interference with Tenant's use of the
Premises, having regard to the extent to which Tenant may be required to
discontinue Tenant's use of the Premises. Such abatement shall commence upon
such damage or destruction and end upon substantial completion by Landlord of
the repair or reconstruction which Landlord is obligated or undertakes to do.
However, if the damage or destruction was caused by Tenant, Rent shall not be
abated after the rental abatement insurance described in paragraph 21.C has
been paid. Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the Premises, damage to Tenant's Personal
Property or any inconvenience occasioned by such damage, repair or
restoration. Tenant hereby waives the provisions of Section 1932, Subdivision
2, and Section 1933, Subdivision 4, of the California Civil Code, and the
provisions of any similar law hereinafter enacted.

         E.   DAMAGE NEAR END OF TERM. Anything herein to the contrary
notwithstanding, if the Premises or the Building is destroyed or damaged
during the last twelve (12) months of the Term, then Landlord may, at its
option, cancel and terminate this Lease as of the date of the

                                       15

<PAGE>


occurrence of such damage. If Landlord does not elect to so terminate this
Lease, the repair of such damage shall be governed by paragraphs 23.A and 23.B.

         24.  CONDEMNATION.

              If title to all of the Premises or Building or so much thereof
is taken for any public or quasi public use under any statute or by right of
eminent domain so that reconstruction of the Premises or Building will not,
in Landlord's and Tenant's mutual opinion, result in the Premises being
reasonably suitable for Tenant's continued occupancy for the uses and
purposes permitted by this Lease, this Lease shall terminate as of the date
that possession of the Premises or Building or part thereof be taken. A sale
by Landlord to any authority having the power of eminent domain, either under
threat of condemnation or while condemnation proceedings are pending, shall
be deemed a taking under the power of eminent domain for all purposes of this
paragraph.

              If any part of the Premises or Building is taken and the
remaining part is reasonably suitable for Tenant's continued occupancy for
the purposes and uses permitted by this Lease, this Lease shall, as to the
part so taken, terminate as of the date that possession of such part of the
Premises or Building is taken. The Rent and other sums payable hereunder
shall be reduced in the same proportion that Tenant's use and occupancy of
the Premises is reduced. If any portion of the Common Area is taken, Tenant's
Rent shall be reduced only if such taking materially interferes with Tenant's
use of the Common Area and then only to the extent that the fair market
rental value is diminished by such partial taking. Each party hereby waives
the provisions of Section 1265.130 of the California Code of Civil Procedure
allowing either party to petition the Superior Court to terminate this Lease
in the event of a partial taking of the Property or Premises.

              No award for any partial or entire taking shall be apportioned.
Tenant assigns to Landlord its interest in any award which may be made in
such taking or condemnation, together with any and all rights of Tenant
arising in or to the same or any part thereof. Nothing contained herein shall
be deemed to give Landlord any interest in or require Tenant to assign to
Landlord any separate award made to Tenant for the taking of Tenant's
Personal Property, or its moving costs.

         25.  ASSIGNMENT AND SUBLETTING.

              A.   LANDLORD'S CONSENT. Neither Tenant nor Subtenant nor any
successor Subtenant thereof, no matter how remote, shall enter into a Sublet
without Landlord's prior written consent, which consent shall not be
unreasonably withheld. Any attempted or purported Sublet without Landlord's
prior written consent shall be void and confer no rights upon any third
person and, at Landlord's election, shall terminate this Lease. Each
Subtenant shall agree in writing, for the benefit of Landlord, to assume, to
be bound by, and to perform the terms, conditions and covenants of this Lease
to be performed by Tenant. Notwithstanding anything contained herein, Tenant
shall not be released from liability for the performance of each term,
condition and covenant of this Lease by reason of Landlord's consent to a
Sublet unless Landlord specifically grants such release in writing. Consent
by Landlord to any Sublet shall not be deemed a consent to any subsequent
Sublet. Landlord acknowledges that Tenant intends to sublease 3510 West
Bayshore Road, subject however to the provisions of this paragraph 25. If
Landlord does consent to a Sublet, Tenant or each Subtenant or successor
Subtenant shall pay to Landlord a one-time Sublet fee of $1,000 for each

                                       16

<PAGE>


Sublet, except the first Sublet to pay in part for Landlord's expenses in
reviewing the proposed Sublet transaction.

              B.   INFORMATION TO BE FURNISHED. If Tenant desires at any time
to Sublet the Premises or any portion thereof, it shall first notify Landlord
of its desire to do so and shall submit in writing to Landlord: (i) the name
of the proposed Subtenant; (ii) the nature of the proposed Subtenant's
business to be carried on in the Premises; (iii) the terms and provisions of
the proposed Sublet and a copy of the proposed Sublet form containing a
description of the subject premises; and (iv) such financial information,
including financial statements, as Landlord may reasonably request concerning
the proposed Subtenant.

              C.   LANDLORD'S ALTERNATIVES. At any time within fifteen (15)
days after Landlord's receipt of the information specified in paragraph 25.B,
Landlord may, by written notice to Tenant, elect: (i) to consent to the
Sublet by Tenant; (ii) to refuse its consent to the Sublet; or (iii) elect to
terminate this Lease, or in the case of a partial Sublet, terminate this
lease as to the portion of the Premises proposed to be Sublet. If Landlord
consents to the Sublet, Tenant may thereafter enter into a valid Sublet of
the Premises or portion thereof, upon the terms and conditions and with the
proposed Subtenant set forth in the information furnished by Tenant to
Landlord pursuant to paragraph 25.B, subject, however, at Landlord's
election, to the condition that fifty percent (50%) of any excess of the
Subrent over the Rent required to be paid by Tenant under this Lease shall be
paid to Landlord. In calculating such excess, Tenant shall have the right to
deduct from the monthly rent paid by Sublessee the total of the reasonable
costs of procuring the Sublet, including commissions, tenant improvements and
attorneys' fees, divided by the number of months in the Sublet term.
Notwithstanding the foregoing, Landlord shall have no right to terminate this
Lease for the initial Sublet of 3510 West Bayshore Road.

              D.   PRORATION. If a portion of the Premises is Sublet, the pro
rata share of the Rent attributable to such partial area of the Premises
shall be determined by Landlord by dividing the Rent payable by Tenant
hereunder by the total square footage of the Premises and multiplying the
resulting quotient (the per square foot rent) by the number of square feet of
the Premises which are Sublet.

              E.   EXEMPT SUBLETS. Notwithstanding the above, Landlord's
prior written consent shall not be required for an assignment of this Lease
to a subsidiary, affiliate or parent corporation of Tenant, or a corporation
into which Tenant merges or consolidates, provided that (i) Tenant gives
Landlord prior written notice of the name of any such assignee; (ii) at the
time of such assignment, the assignee has a net worth that is equal to or
greater than the net worth of Tenant immediately prior to such assignment;
and (iii) the assignee assumes, in writing, for the benefit of Landlord all
of Tenant's obligations under the Lease. An assignment or other transfer of
this Lease to a purchaser of all or substantially all of the assets of Tenant
shall be deemed a Sublet requiring Landlord's prior written consent.

         26.  DEFAULT.

              A.   TENANT'S DEFAULT. A default under this Lease by Tenant
shall exist if any of the following occurs:

                                       17

<PAGE>


                   (i)       If Tenant fails to pay Rent or any other sum
required to be paid hereunder when due;

                   (ii)      If Tenant fails to perform any term, covenant or
condition of this Lease, except those requiring the payment of money, and
Tenant fails to cure such breach within twenty (20) days after written notice
from Landlord where such breach could reasonably be cured within such twenty
(20) day period; provided, however, that where such failure could not
reasonably be cured within the twenty (20) day period, that Tenant shall not
be in default if it commences such performance within the twenty (20) day
period and diligently thereafter prosecutes the same to completion;

                   (iii)     If Tenant assigns its assets for the benefit of
its creditors;

                   (iv)      If the sequestration or attachment of or
execution on any material part of Tenant's Personal Property essential to the
conduct of Tenant's business occurs and Tenant fails to obtain a return or
release of such Personal Property within thirty (30) days thereafter or prior
to sale pursuant to such sequestration, attachment or levy, whichever is
earlier;

                   (v)       If Tenant shall have abandoned the Premises,
Tenant shall have the right to vacate the Premises so long as it continues to
timely pay Rent, comply with its obligations under this Lease, and keep in
effect all of its permits and licenses necessary to continue its business at
the Premises; or

                   (vi)      If a court makes or enters any decree or order
other than under the bankruptcy laws of the United States adjudging Tenant to
be insolvent; or approving as properly filed a petition seeking
reorganization of Tenant; or directing the winding up or liquidation of
Tenant and such decree or order shall have continued for a period of thirty
(30) days.

              B.   REMEDIES. Upon a default, Landlord shall have the
following remedies, in addition to all other rights and remedies provided by
law or otherwise provided in this Lease, to which Landlord may resort
cumulatively or in the alternative:

                   (i)       Landlord may continue this Lease in full force
and effect and this Lease shall continue in full force and effect as long as
Landlord does not terminate this Lease, and Landlord shall have the right to
collect Rent when due.

                   (ii)      Landlord may terminate Tenant's right to
possession of the Premises at any time by giving written notice to that
effect and relet the Premises or any part thereof. Tenant shall be liable
immediately to Landlord for all costs Landlord incurs in reletting the
Premises or any part thereof, including, without limitation, broker's
commissions, expenses of cleaning and redecorating the Premises required by
the reletting and like costs. Reletting may be for a period shorter or longer
than the remaining term of this Lease. No act by Landlord other than giving
written notice to Tenant shall terminate this Lease. Acts of maintenance,
efforts to relet the Premises or the appointment of a receiver on Landlord's
initiative to protect Landlord's interest under this Lease shall not
constitute a termination of Tenant's right to possession. On termination,
Landlord has the right to remove all Tenant's Personal Property and store
same at Tenant's cost and to recover from Tenant as damages:

                                       18

<PAGE>


                             (a)  The  worth at the time of award of unpaid
Rent and other sums due and payable which had been earned at the time of
termination; plus

                             (b)  The worth at the time of award of the
amount by which the unpaid Rent and other sums due and payable which would
have been payable after termination until the time of award exceeds the
amount of such Rent loss that Tenant proves could have been reasonably
avoided; plus

                             (c)  The worth at the time of award of the
amount by which the unpaid Rent and other sums due and payable for the
balance of the Term after the time of award exceeds the amount of such Rent
loss that Tenant proves could be reasonably avoided; plus

                             (d)  Any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to
perform Tenant's obligations under this Lease, or which, in the ordinary
course of things, would be likely to result therefrom, including, without
limitation, any costs or expenses incurred by Landlord: (i) in retaking
possession of the Premises; (ii) in maintaining, repairing, preserving,
restoring, replacing, cleaning, altering or rehabilitating the Premises or
any portion thereof, including such acts for reletting to a new tenant or
tenants; (iii) for leasing commissions; or (iv) for any other costs necessary
or appropriate to relet the Premises; plus

                             (e)  At Landlord's election, such other amounts
in addition to or in lieu of the foregoing as may be permitted from time to
time by the laws of the State of California.

              The "worth at the time of award" of the amounts referred to in
paragraphs 26.B(ii)(a) and 26.B(ii)(b) is computed by allowing interest at
the Interest Rate on the unpaid rent and other sums due and payable from the
termination date through the date of award. The "worth at the time of award"
of the amount referred to in paragraph 26.B(ii)(c) is computed by discounting
such amount at the discount rate of the Federal Reserve Bank of San Francisco
at the time of award plus one percent (1%). Tenant waives redemption or
relief from forfeiture under California Code of Civil Procedure Sections 1174
and 1179, or under any other present or future law, in the event Tenant is
evicted or Landlord takes possession of the Premises by reason of any default
of Tenant hereunder.

              C.   LANDLORD'S DEFAULT. Landlord shall not be deemed to be in
default in the performance of any obligation required to be performed by it
hereunder unless and until it has failed to perform such obligation within
thirty (30) days after receipt of written notice by Tenant to Landlord
specifying the nature of such default; provided, however, that if the nature
of Landlord's obligation is such that more than thirty (30) days are required
for its performance, then Landlord shall not be deemed to be in default if it
shall commence such performance within such thirty (30) day period and
thereafter diligently prosecute the same to completion.

         27.  SUBORDINATION.

              This Lease is subject and subordinate to any ground and
underlying leases and any first mortgages and first deeds of trust
(collectively "Encumbrances") which may now affect the Building or the
Property and to all renewals, modifications, consolidations, replacements and
extensions thereof; provided, however, if the holder or holders of any such
Encumbrance ("Holder")

                                       19

<PAGE>


shall require this Lease be prior and superior to such Encumbrance, within
seven (7) days of written request of Landlord to Tenant, Tenant shall
execute, have acknowledged and deliver any and all documents or instruments,
which Landlord or Holder deems necessary or desirable for such purposes.
Landlord shall have the right to cause this Lease to be and become and remain
subject and subordinate to any and all Encumbrances which are now or may
hereafter be executed covering the Premises or any renewals, modifications,
consolidations, replacements or extensions thereof, for the full amount of
all advances made or to be made thereunder and without regard to the time or
character of such advances, together with interest thereon and subject to all
the terms and provisions thereof; provided only, that in the event of
termination of any such lease or upon the foreclosure of any such mortgage or
deed of trust, so long as Tenant is not in default, Holder agrees to
recognize Tenant's rights under this Lease as long as Tenant shall pay the
Rent and observe and perform all the provisions of this Lease to be observed
and performed by Tenant. Within ten (10) days after Landlord's written
request, Tenant shall execute any and all documents required by Landlord or
the Holder to make this Lease subordinate to any lien of the Encumbrance,
provided that such purchaser agrees to recognize this Lease on all of its
terms. Landlord shall exercise diligent efforts to obtain a nondisturbance
agreement from the existing lender for Tenant as expeditiously as possible.

              Notwithstanding anything to the contrary set forth in this
paragraph, Tenant hereby attorns and agrees to attorn to any entity
purchasing or otherwise acquiring the Building or the Property at any sale or
other proceeding or pursuant to the exercise of any other rights, powers or
remedies under such Encumbrance.

         28.  NOTICES.

              Any notice or demand required or desired to be given under this
Lease shall be in writing and shall be personally served or in lieu of
personal service may be given by mail. If given by mail, such notice shall be
deemed to have been given when seventy-two (72) hours have elapsed from the
time when such notice was deposited in the United States mail, registered or
certified, and postage prepaid, addressed to the party to be served. At the
date of execution of this Lease, the addresses of Landlord and Tenant are as
set forth in paragraph 1. After the Commencement Date, the address of Tenant
shall be the address of the Premises. Either party may change its address by
giving notice of same in accordance with this paragraph.

         29.  ATTORNEYS' FEES.

              If either party brings any action or legal proceeding for
damages for an alleged breach of any provision of this Lease, to recover
rent, or other sums due, to terminate the tenancy of the Premises or to
enforce, protect or establish any term, condition or covenant of this Lease
or right of either party, the prevailing party in such action or proceeding
shall be entitled to recover its reasonable attorneys' fees (including
attorneys' fees on appeal, and costs and expenses incurred in out-of-court
negotiations, workouts and/or settlements or in seeking relief from stay or
otherwise seeking to protect its rights in any bankruptcy proceeding) and all
reasonable costs (including costs of consultants and experts) incurred, which
shall be payable whether or not such action is prosecuted to judgment. In
addition, the prevailing party shall be entitled to its attorneys' fees,
costs and expenses incurred in post-judgment proceedings to collect and
enforce a judgment. This provision is separate and several and shall survive
the merger of this Lease into any judgment on this Lease.

                                       20

<PAGE>


         30.  ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS.

              Tenant shall within ten (10) days following written request by
Landlord:

              (i)       Execute and deliver to Landlord any documents,
including estoppel certificates, in the form prepared by Landlord (a)
certifying that this Lease is unmodified and in full force and effect or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect and the date to which the
Rent and other charges are paid in advance, if any, and (b) acknowledging
that there are not, to Tenant's knowledge, any uncured defaults on the part
of Landlord, or, if there are uncured defaults on the part of the Landlord,
stating the nature of such uncured defaults, and (c) evidencing the status of
the Lease as may be required either by a lender making a loan to Landlord to
be secured by deed of trust or mortgage covering the Building or the Property
or a purchaser of the Building or the Property from Landlord. Tenant's
failure to deliver an estoppel certificate within seven (7) days after
delivery of Landlord's written request therefor shall be conclusive upon
Tenant (a) that this Lease is in full force and effect, without modification
except as may be represented by Landlord, (b) that there are now no uncured
defaults in Landlord's performance and (c) that no Rent has been paid in
advance. Tenant shall have no obligation to provide an estoppel certificate
or financial statements more than twice in any calendar year and the estoppel
certificate shall not materially adversely affect the rights and obligations
of Tenant under the Lease.

              If Tenant fails to so deliver a requested estoppel certificate
within the prescribed time it shall be conclusively presumed that this Lease
is unmodified and in full force and effect except as represented by Landlord.

              (ii)      Deliver to Landlord the current financial statements
of Tenant, and financial statements of the two (2) years prior to the current
financial statements year, certified as correct by an officer of Tenant,
including a balance sheet and profit and loss statement for the most recent
prior year, all prepared in accordance with generally accepted accounting
principles consistently applied. Tenant shall have no obligation to deliver
financial statements more than twice in any calendar year.

         31.  TRANSFER OF THE BUILDING OR THE PROPERTY BY LANDLORD.

              In the event of any conveyance of the Building or the Property
and assignment by Landlord of this Lease, Landlord shall be and is hereby
entirely released from all liability under any and all of its covenants and
obligations contained in or derived from this Lease occurring after the date
of such conveyance and assignment and Tenant agrees to attorn to such
transferee provided such transferee assumes Landlord's obligations under this
Lease.

         32.  LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS.

              If Tenant shall at any time fail to make any payment or perform
any other act on its part to be made or performed under this Lease, Landlord
may, but shall not be obligated to and without waiving or releasing Tenant
from any obligation of Tenant under this Lease, make such payment or perform
such other act to the extent Landlord may deem desirable, and in connection
therewith, pay expenses and employ counsel. All sums so paid by Landlord and
all penalties, interest and costs in connection therewith shall be due and
payable by Tenant on the next day after

                                       21

<PAGE>


any such payment by Landlord, together with interest thereon at the Interest
Rate from such date to the date of payment by Tenant to Landlord, plus
collection costs and attorneys' fees. Landlord shall have the same rights and
remedies for the nonpayment thereof as in the case of default in the payment
of Rent.

         33.  TENANT'S REMEDY.

              If, as a consequence of a default by Landlord under this Lease,
Tenant recovers a money judgment against Landlord, such judgment shall be
satisfied only out of the proceeds of sale received upon execution of such
judgment and levied thereon against the right, title and interest of Landlord
in the Building and out of Rent or other income from such property received
by Landlord or out of consideration received by Landlord from the sale or
other, disposition of all or any part of Landlord's right, title or interest
in the Building, and neither Landlord nor its Agents shall be liable for any
deficiency.

         34.  MORTGAGEE PROTECTION.

              If Landlord defaults under this Lease, Tenant will notify any
beneficiary of a first deed of trust or mortgagee of a first mortgage
covering the Building or the Property and offer such beneficiary or mortgagee
a reasonable opportunity to cure the default, including time to obtain
possession of the Building or the Property by power of sale or a judicial
foreclosure, if such should prove necessary to effect a cure.

         35.  BROKERS.

              Tenant warrants and represents that it has had no dealings with
any real estate broker or agent in connection with the negotiation of this
Lease, except for Wayne Mascia Associates, which represents only Tenant, and
Cornish & Carey Commercial, which represents only Landlord, and that it knows
of no other real estate broker or agent who is or might be entitled to a
commission in connection with this Lease. Tenant agrees to indemnify, defend
and hold Landlord and its Agents harmless from and against any and all
liabilities or expenses, including attorneys' fees and costs, arising out of
or in connection with claims made by any other broker or individual
representing Tenant or claiming to represent Tenant for commissions or fees
resulting from Tenant's execution of this Lease.

         36.  ACCEPTANCE.

              This Lease shall only become effective and binding upon full
execution hereof by Landlord and delivery of a signed copy to Tenant. Neither
party shall record this Lease nor a short form memorandum thereof.

         37.  MODIFICATIONS FOR LENDER.

              If in connection with obtaining financing for the Building or
the Property or any portion thereof Landlord's lender shall request
reasonable modification to this Lease as a condition to such financing,
Tenant shall not unreasonably withhold, delay or defer its consent thereto,

                                       22

<PAGE>

provided such modifications do not materially adversely affect Tenant's
rights or obligations hereunder.

         38.  PARKING.

              Tenant shall have the right to park in the thirty-one (31)
parking spaces on the north side of the Building closest to the Premises upon
terms and conditions as may from time to time be established by Landlord.
Tenant agrees not to overburden the parking facilities and agrees to
cooperate with Landlord and other tenants in the use of the parking
facilities. Landlord reserves the right in its discretion to determine
whether the parking facilities are becoming crowded and to allocate and
assign parking spaces among Tenant and the other tenants. Tenant shall not
and shall not permit its employees, agents and contractors to (1) park
anywhere on the street in front of or next to the Property, unless permitted
by the City of Palo Alto, or (2) use more than a total of thirty-one (31)
parking spaces. All parking spaces shall be unreserved and unassigned. Tenant
shall not park and shall not permit others to park vehicles overnight on the
Property, and shall not repair or service or permit others to repair or
service vehicles on the Property. Landlord shall not oversubscribe parking
through its leases to other tenants.

         39.  GENERAL.

              A.   CAPTIONS. The captions and headings used in this Lease are
for the purpose of convenience only and shall not be construed to limit or
extend the meaning of any part of this Lease.

              B.   EXECUTED COPY. Any fully executed copy of this Lease shall
be deemed an original for all purposes.

              C.   TIME. Time is of the essence for the performance of each
term, condition and covenant of this Lease.

              D.   SEPARABILITY. If one or more of the provisions contained
herein, except for the payment of Rent, is for any reason held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Lease, but this
Lease shall be construed as if such invalid, illegal or unenforceable
provision had not been contained herein.

              E.   CHOICE OF LAW. This Lease shall be construed and enforced
in accordance with the laws of the State of California. The language in all
parts of this Lease shall in all cases be construed as a whole according to
its fair meaning and not strictly for or against either Landlord or Tenant.

              F.   GENDER; SINGULAR, PLURAL. When the context of this Lease
requires, the neuter gender includes the masculine, the feminine, a
partnership or corporation or joint venture and the singular includes the
plural.

                                       23


<PAGE>


              G.   BINDING EFFECT. The covenants and agreement contained in
this Lease shall be binding on the parties hereto and on their respective
successors and assigns to the extent this Lease is assignable.

              H.   WAIVER. The waiver by Landlord of any breach of any term,
condition or covenant of this Lease shall not be deemed to be a waiver of
such provision or any subsequent breach of the same or any other term,
condition or covenant of this Lease. The subsequent acceptance of Rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding
breach at the time of acceptance of such payment. No covenant, term or
condition of this Lease shall be deemed to have been waived by Landlord
unless such waiver is in writing signed by Landlord.

              I.   PREMISES AREA. Landlord and Tenant agree that each has had
an opportunity to determine to its satisfaction the actual area of the
Premises and the Building. All measurements of area contained in this Lease
are conclusively agreed to be correct and binding on the parties, even if a
subsequent measurement of one of these areas determines that it is more or
less than the area reflected in this Lease. Any such subsequent determination
that the area is more or less than the area shown in this Lease shall not
result in a change in any of the computations of rent, Tenant's Percentage,
improvement allowances, or any other matters described in this Lease where
area is a factor.

              J.   ENTIRE AGREEMENT. This Lease is the entire agreement
between the parties, and there are no agreements or representations between
the parties except as expressed herein. Except as otherwise provided herein,
no subsequent change or addition to this Lease shall be binding unless in
writing and signed by the parties hereto.

              K.   AUTHORITY. If Tenant is a corporation or a partnership,
each individual executing this Lease on behalf of said corporation or
partnership, as the case may be, represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said entity in
accordance with its corporate bylaws, statement of partnership or certificate
of limited partnership, as the case may be, and that this Lease is binding
upon said entity in accordance with its terms. Landlord, at its option, may
require a copy of such written authorization to enter into this Lease.

              L.   EXHIBITS. All exhibits, amendments, riders and addendums
attached hereto are hereby incorporated herein and made a part hereof.

                                       24

<PAGE>


              M.   LEASE SUMMARY. The Lease Summary attached to this Lease is
intended to provide general information only. In the event of any
inconsistency between the Lease Summary and the specific provisions of this
Lease, the specific provisions of this Lease shall prevail.

              THIS LEASE is effective as of the date the last signatory
necessary to execute the Lease shall have executed this Lease.

Dated:                               TENANT:
      ---------------------
                                     Career Central Corporation, a California
                                     corporation

                                     By /s/ Jeffrey Hyman
                                       -------------------------------------

                                       Its CEO
                                          ----------------------------------

                                     By
                                       -------------------------------------

                                       Its
                                          ----------------------------------

Dated: 2-17-98                       LANDLORD:
      ---------------------
                                     Palo Alto Property, a California general
                                     partnership

                                     By E. Hoffman Enterprises, Inc. Authorized
                                        Agent

                                     By /s/ Ken Hoffman
                                       -------------------------------------
                                         Ken Hoffman

                                       25




<PAGE>


                                                               EXHIBIT A


                                  [Floorplan]



<PAGE>

                                                           EXHIBIT B-1

All that Certain Real Property in the City of Palo Alto, County of Santa
Clara, State of California, described as follows:

All of Parcel 1, as shown upon that certain Parcel Map filed for record in
the County of Santa Clara, State of California, on May 15, 1969 in Book 253
of Maps, at Page 27.

Excepting therefrom that certain parcel of land granted in the Deed of Carol
Joseph Flynn, et al., to the Santa Clara County Flood Control and Water
District, a public corporation, recorded March 26, 1973 in Book 0293, Page
145, Official Records, described as follows:

Being a portion of the property conveyed to Carol Joseph Flynn by the Deed
recorded in Book 7941 of Official Records of Santa Clara County, at Page 143,
and being more particularly described an follows:

Beginning at the intersection of the Southeasterly line of the above
mentioned property with the Southwesterly line of that certain right of way
granted to the Santa Clara County Flood Control and Water District designated
as "parcel I" in Deed recorded in Book 5046 of Official Records of said
County at Page 71;

thence along said Southwesterly right of way (also being the Southwesterly
line of above mentioned property) (1) North 45 degrees 07' 10" West 139.91
feet;

thence along a tangent curve concave to the South having a radius of 130 feet
through a central angle of 25 degrees 03' 22" Westerly an arc distance of
56.85 feet;

thence continuing along said Northerly right of way line (2) North 45 degrees
31' 57" West 53.68 feet;

thence leaving said Northerly right of way line along a non-tangent curve
concave to the South (said curve being parallel with and 30-foot distant
Northerly of the first above mentioned curve) having radius of 160 feet
through a central angle of 42 degrees 48' 33" Easterly an arc distance of
119.55 feet;

thence leaving said curve tangentially along a line that is parallel with and
distant 30 feet, measured at right angles, from course (1) above, (3) South
45 degrees 07' 10" East 143.22 feet to the Southeasterly line of said
property conveyed to Flynn;

thence along said Southeasterly line (4) South 51 degrees 10' 25" West 30.18
feet to the Point of Beginning.

<PAGE>


                                                           EXHIBIT B-2


                                  [Floorplan]