<PAGE>


                                 LEASE AGREEMENT
                                    (NNN R&D)
                             BASIC LEASE INFORMATION


LEASE DATE:                    April 9, 1999

LANDLORD:                      Willow Park Holding Company II
                               a Delaware limited liability company

LANDLORD'S ADDRESS:            c/o Legacy Partners Commercial, Inc.
                               101 Lincoln Centre Drive, Fourth Floor
                               Foster City, California 94404-1167

TENANT:                        Deltagen, Inc.
                               a Delaware corporation

TENANT'S ADDRESS:              1003 Hamilton Court
                               Menlo Park, California 94025

PREMISES:                      Approximately 28,938 rentable square feet as
                               shown on EXHIBIT A

PREMISES ADDRESS:              1003 Hamilton Court
                               Menlo Park, California 94025

BUILDING E:                    Approximately 54,586 rentable square feet
LOT (BUILDING'S TAX PARCEL):   APN 055-440-050
WILLOW PARK:                   Approximately 984,954 rentable square feet
PHASE VIII OF THE PARK:        Approximately 54,586 rentable square feet

TERM:                          July 15, 1999 ("Commencement Date"), through
                               July 14, 2004 ("Expiration Date")

BASE RENT (PARA 3):            Fifty Seven Thousand Eight Hundred Seventy-Six
                               and 00/100 Dollars  ($57,876.00) per month

ADJUSTMENTS TO BASE RENT:      July 15, 2000     $59,902.00
                               July 15, 2001     $61,927.00
                               July 15, 2002     $63,953.00
                               July 15, 2003     $65,979.00

LETTER OF CREDIT (PARA 4):     Three Hundred Thousand and 00/100 Dollars
                               ($300,000.00)

*TENANT'S SHARE OF OPERATING EXPENSES (PARA 6.1):        53.01% of the Phase
*TENANT'S SHARE OF TAX EXPENSES (PARA 6.2):              53.01% of the Building
*TENANT'S SHARE OF COMMON AREA UTILITY COSTS (PARA 7):   53.01% of the Phase
*TENANT'S SHARE OF UTILITY EXPENSES (PARA 7):            53.01% of the Phase
*The amount of Tenant's Share of the expenses as referenced above shall be
subject to modification as set forth in this Lease.

PERMITTED USES (PARA 9):       Office, research and development for gene data
                               technology, but only to the extent permitted
                               by the City of Menlo Park and all agencies and
                               governmental authorities having jurisdiction
                               thereof.

UNRESERVED
PARKING SPACES:                One hundred fourteen (114) non-exclusive and
                               non-designated spaces

BROKER (PARA 38):              Willis & Associates/Equis of California for
                               Tenant BT Commercial/Legacy Partners
                               Commercial, Inc. for Landlord

EXHIBITS:                      EXHIBIT A - PREMISES, BUILDING, LOT AND/OR PARK
                               EXHIBIT B - INTENTIONALLY OMITTED
                               EXHIBIT C - RULES AND REGULATIONS
                               EXHIBIT D - COVENANTS, CONDITIONS AND
                               RESTRICTIONS
                               EXHIBIT E - HAZARDOUS MATERIALS DISCLOSURE
                               CERTIFICATE-EXAMPLE
                               EXHIBIT F - CHANGE OF COMMENCEMENT DATE - EXAMPLE
                               EXHIBIT G - TENANT'S INITIAL HAZARDOUS
                               MATERIALS DISCLOSURE CERTIFICATE
                               EXHIBIT H - SIGN CRITERIA (INTENTIONALLY
                               OMITTED)
                               EXHIBIT I - TENANT'S TRADE FIXTURES

ADDENDA:                       ADDENDUM 1:  OPTION TO EXTEND


                                       1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                           PAGE
<S>          <C>                                                                 <C>
1.            Premises..............................................................3
2.            Adjustment of Commencement Date; Condition of the Premises............3
3.            Rent..................................................................4
4.            Collateral for Performance of Lease Obligations.......................4
5.            Tenant Improvements...................................................6
6.            Additional Rent.......................................................6
7.            Utilities............................................................10
8.            Late Charges.........................................................11
9.            Use of Premises......................................................11
10.           Alterations and Additions; and Surrender of Premises.................13
11.           Repairs and Maintenance..............................................14
12.           Insurance............................................................15
13.           Waiver of Subrogation................................................12
14.           Limitation of Liability and Indemnity................................12
15.           Assignment and Subleasing............................................13
16.           Ad Valorem Taxes.....................................................14
17.           Subordination........................................................14
18.           Right of Entry.......................................................15
19.           Estoppel Certificate.................................................15
20.           Tenant's Default.....................................................15
21.           Remedies for Tenant's Default........................................16
22.           Holding Over.........................................................17
23.           Landlord's Default...................................................17
24.           Parking..............................................................17
25.           Sale of Premises.....................................................18
26.           Waiver...............................................................18
27.           Casualty Damage......................................................18
28.           Condemnation.........................................................19
29.           Environmental Matters/Hazardous Materials............................19
30.           Financial Statements.................................................21
31.           General Provisions...................................................21
32.           Signs................................................................23
33.           Mortgagee Protection.................................................23
34.           Quitclaim............................................................23
35.           Modifications for Lender.............................................23
36.           Warranties of Tenant.................................................23
37.           Compliance with Americans with Disabilities Act......................24
38.           Brokerage Commission.................................................24
39.           Quiet Enjoyment......................................................24
40.           Landlord's Ability to Perform Tenant's Unperformed Obligations.......25
</TABLE>

                                       2

<PAGE>
                                 LEASE AGREEMENT

Date:             This Lease is made and entered into as of the Lease Date
                  set forth on Page 1.  The Basic Lease Information set forth
                  on Page 1 and this Lease are and shall be construed as a
                  single instrument.

         1.       PREMISES

         Landlord hereby leases the Premises to Tenant upon the terms and
conditions contained herein. Landlord hereby grants to Tenant a license for
the right to use, on a non-exclusive basis, parking areas and ancillary
facilities located within the Common Areas of the Park, subject to the terms
of this Lease. Landlord and Tenant hereby agree that for purposes of this
Lease, as of the Lease Date, the rentable square footage area of the
Premises, the Building, the Lot and the Park shall be deemed to be the number
of rentable square feet as set forth in the Basic Lease Information on Page
1. Tenant hereby acknowledges that the rentable square footage of the
Premises may include a proportionate share of certain areas used in common by
all occupants of the Building and/or the Park (for example an electrical room
or telephone room). Tenant further agrees that the number of rentable square
feet of the Building, the Lot and the Park may subsequently change after the
Lease Date commensurate with any modifications to any of the foregoing by
Landlord, and Tenant's Share shall accordingly change.

         2.       ADJUSTMENT OF COMMENCEMENT DATE; CONDITION OF THE PREMISES

         2.1      If Landlord cannot deliver possession of the Premises on
the Commencement Date, Landlord shall not be subject to any liability nor
shall the validity of the Lease be affected; provided, the Lease Term and the
obligation to pay Rent shall commence on the date possession is tendered and
the Expiration Date shall be extended commensurately. In the event the
commencement date and/or the expiration date of this Lease is other than the
Commencement Date and/or Expiration Date specified in the Basic Lease
Information, as the case may be, Landlord and Tenant shall execute a written
amendment to this Lease, substantially in the form of Exhibit F hereto,
wherein the parties shall specify the actual commencement date, expiration
date and the date on which Tenant is to commence paying Rent. The word "Term"
whenever used herein refers to the initial term of this Lease and any
extension thereof. By taking possession of the Premises, Tenant shall be
deemed to have accepted the Premises in good condition and state of repair.
Landlord shall repair, at its sole cost and expense, after receipt of
Tenant's written notice thereof, which notice must be delivered to Landlord
within the first ninety (90) days of the term of this Lease, any (i) latent
defects in the Premises, and (ii) any mechanical and electrical systems
serving the Premises which are not in good working order to the extent Tenant
has not caused such systems to not be in good working order. Prior to Lease
execution, Tenant shall conduct an inspection of the premises and provide
Landlord a copy of such inspection with a list of items Landlord shall
repair. Upon Lease execution Landlord shall commence to complete all repairs
as diligently as possible. If Tenant fails to timely deliver to Landlord any
such written notice of the aforementioned defects or deficiencies within said
90-day period, Landlord shall have no obligation to perform any such work
thereafter, except as specifically provided in this Lease. Tenant hereby
acknowledges and agrees that neither Landlord nor Landlord's agents or
representatives has made any representations or warranties as

                                       -3-

<PAGE>

to the suitability, safety or fitness of the Premises for the conduct of
Tenant's business, Tenant's intended use of the Premises or for any other
purpose.

         2.2       In the event Landlord permits Tenant to occupy the
Premises prior to the Commencement Date, such occupancy shall be at Tenant's
sole risk and subject to all the provisions of this Lease, including, but not
limited to, the requirement to pay Rent and the Security Deposit, and to
obtain the insurance required pursuant to this Lease and to deliver insurance
certificates as required herein. In addition to the foregoing, Landlord shall
have the right to impose such additional conditions on Tenant's early entry
as Landlord shall deem appropriate. If, at any time, Tenant is in default of
any term, condition or provision of this Lease, any such waiver by Landlord
of Tenant's requirement to pay rental payments shall be null and void and
Tenant shall immediately pay to Landlord all rental payments so waived by
Landlord.

         3.        RENT

         On the date that Tenant executes this Lease, Tenant shall deliver to
Landlord the original executed Lease, the Base Rent (which shall be applied
against the Rent payable for the first month Tenant is required to pay Base
Rent), the Security Deposit, and all insurance certificates evidencing the
insurance required to be obtained by Tenant under Section 12 of this Lease.
Tenant agrees to pay Landlord, without prior notice or demand, or abatement,
offset, deduction or claim, the Base Rent specified in the Basic Lease
Information, payable in advance at Landlord's address specified in the Basic
Lease Information on the Commencement Date and thereafter on the first (1st)
day of each month throughout the balance of the Term of the Lease. In
addition to the Base Rent set forth in the Basic Lease Information, Tenant
shall pay Landlord in advance on the Commencement Date and thereafter on the
first (lst) day of each month throughout the balance of the Term of this
Lease, as Additional Rent, Tenant's Share of Operating Expenses, Tax
Expenses, Common Area Utility Costs, and Utility Expenses. Tenant shall also
pay to Landlord as Additional Rent hereunder, immediately on Landlord's
demand therefor, any and all costs and expenses incurred by Landlord to
enforce the provisions of this Lease, including, but not limited to, costs
associated with the delivery of notices, delivery and recordation of
notice(s) of default, attorneys' fees, expert fees, court costs and filing
fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever
used herein refers to the aggregate of all these amounts. If Landlord permits
Tenant to occupy the Premises without requiring Tenant to pay rental payments
for a period of time, the waiver of the requirement to pay rental payments
shall only apply to waiver of the Base Rent and Tenant shall otherwise
perform all other obligations of Tenant required hereunder. The Rent for any
fractional part of a calendar month at the commencement or termination of the
Lease term shall be a prorated amount of the Rent for a full calendar month
based upon a thirty (30) day month. The prorated Rent shall be paid on the
Commencement Date and the first day of the calendar month in which the date
of termination occurs, as the case may be.

         4.        COLLATERAL FOR PERFORMANCE OF LEASE OBLIGATIONS

         Simultaneously with Tenant's delivery to Landlord of this Lease and the
first month's Base Rent in accordance with the provisions of Section 3 above,
Tenant shall deliver to Landlord, as collateral for the full and faithful
performance by Tenant of all of its obligations

                                       -4-

<PAGE>

under this Lease and for all losses and damages Landlord may suffer as a
result of any default by Tenant under this Lease, an irrevocable and
unconditional negotiable letter of credit, in the form and containing the
terms required herein, payable in the City of Foster City, California running
in favor of Landlord issued by a solvent bank under the supervision of the
Superintendent of Banks of the State of California, or a National Banking
Association, in the amount of Three Hundred Thousand Dollars ($300,000.00)
(the "Letter of Credit"). The Letter of Credit shall be (a) at sight and
irrevocable, (b) maintained in effect, whether through replacement, renewal
or extension, for the entire Lease Term (the "Letter of Credit Expiration
Date") and Tenant shall deliver a new Letter of Credit or certificate of
renewal or extension to Landlord at least thirty (30) days prior to the
expiration of the Letter of Credit, without any action whatsoever on the part
of Landlord, (c) subject to the Uniform Customs and Practices for Documentary
Credits (1993-Rev) International Chamber of Commerce Publication #500, (d)
acceptable to Landlord in its sole discretion, and (e) fully assignable by
Landlord and permit partial draws. The Letter of Credit shall be in the
amount of Three Hundred Thousand Dollars ($300,000.00) ("Original L.C.
Amount) through the period of October 31, 2001. So long as Tenant is not
then, or has not been in default of any provision of the Lease, then the
Letter of Credit amount shall be reduced to One Hundred Thousand Dollars
($100,000.00) ("Reduced L.C. Amount") effective as of November 1, 2001,
subject to the replacement renewal or extension provisions herein. In
addition to the foregoing, the form and terms of the Letter of Credit (and
the bank issuing the same) shall be acceptable to Landlord, in Landlord's
sole discretion, and shall provide, among other things, in effect that: (1)
Landlord, or its then managing agent, shall have the right to draw down an
amount up, to the face amount of the Letter of Credit upon the presentation
to the issuing bank of Landlord's (or Landlord's then managing agent's)
statement that such amount is due to Landlord under the terms and conditions
of this Lease, it being understood that if Landlord or its managing agent be
a corporation, partnership or other entity, then such statement shall be
signed by an officer (if a corporation), a general partner (if a
partnership), or any authorized party (if another entity); (2) the Letter of
Credit will be honored by the issuing bank without inquiry as to the accuracy
thereof and regardless of whether the Tenant disputes the content of such
statement; and (3) in the event of a transfer of Landlord's interest in the
Building, Landlord shall transfer the Letter of Credit, in whole or in part
(or cause a substitute letter of credit to be delivered, as applicable), to
the transferee and thereupon the Landlord shall, without any further
agreement between the parties, be released by Tenant from all liability
therefor, and it is agreed that the provisions hereof shall apply to every
transfer or assignment of the whole or any portion of said Letter of Credit
to a new Landlord. If, as a result of any such application of all or any part
of the Letter of Credit, the amount of the Letter of Credit shall be less
than the Original L.C. Amount or the Reduced L.C. Amount, as the case may be,
Tenant shall within five (5) days thereafter provide Landlord with additional
letter(s) of credit in an amount equal to the deficiency (or a replacement
letter of credit in the total amount of the Original L.C. Amount or the
Reduced L.C. Amount, as the case may be, and each such additional (or
replacement) letter of credit shall comply with all of the provisions of this
Section 4, and if Tenant fails to do so, the same shall constitute an
incurable default by Tenant. Tenant further covenants and warrants that it
will neither assign nor encumber the Letter of Credit or any part thereof and
that neither Landlord nor its successors or assigns will be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.
Without limiting the generality of the foregoing, if the Letter of Credit
expires earlier than the Letter of Credit Expiration Date, Landlord will
accept a renewal thereof or substitute letter of credit (such renewal or
substitute

                                       -5-

<PAGE>

letter of credit to be in effect not later than thirty (30) days prior to the
expiration thereof), which shall be irrevocable and automatically renewable
as above provided through the Letter of Credit Expiration Date upon the same
terms as the expiring letter of credit or such other terms as may be
acceptable to Landlord in its sole discretion. However, if the Letter of
Credit is not timely renewed or a substitute letter of credit is not timely
received, or if Tenant fails to maintain the Letter of Credit in the amount
and terms set forth in this Section 4, Landlord shall have the right to
present such Letter of Credit to the bank in accordance with the terms of
this Section 4, and the entire sum evidenced thereby shall be paid to and
held by Landlord as collateral for performance of all of Tenant's obligations
under this Lease and for all losses and damages Landlord may suffer as a
result of any default by Tenant under this Lease. If there shall occur a
default under this Lease as set forth in Section 20 of this Lease, Landlord
may, but without obligation to do so, draw upon the Letter of Credit, in part
or in whole, to cure any default of Tenant and/or to compensate Landlord for
any and all damages of any kind or nature sustained or which may be sustained
by Landlord resulting from Tenant's default. Tenant agrees not to interfere
in any way with payment to Landlord of the proceeds of the Letter of Credit,
either prior to or following a "draw" by Landlord of any portion of the
Letter of Credit, regardless of whether any dispute exists between Tenant and
Landlord as to Landlord's right to draw from the Letter of Credit. No
condition or term of this Lease shall be deemed to render the Letter of
Credit conditional to justify the issuer of the Letter of Credit in failing
to honor a drawing upon such Letter of Credit in a timely manner. Landlord
and Tenant acknowledge and agree that in no event or circumstance shall the
Letter of Credit or any renewal thereof or substitute therefor be (i) deemed
to be or treated as a "security deposit" within the meaning of California
Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7,
or (iii) intended to serve as a "security deposit" within the meaning of such
Section 1950.7. The parties hereto (x) recite that the Letter of Credit is
not intended to serve as a security deposit and such Section 1950.7 and any
and all other laws, rules and regulations applicable to security deposits in
the commercial context ("Security Deposit Laws") shall have no applicability
or relevancy to the Letter of Credit and (y) waive any and all rights, duties
and obligations either party may now or, in the future, will have relating to
or arising from the Security Deposit Laws.

         5.        TENANT IMPROVEMENTS

         Tenant hereby accepts the Premises as suitable for Tenant's intended
use and as being in good operating order, condition and repair, "AS IS"
subject to the provisions in Section 2.1. Tenant acknowledges and agrees that
neither Landlord nor any of Landlord's agents, representatives or employees
has made any representations as to the suitability, fitness or condition of
the Premises for the conduct of Tenant's business or for any other purpose,
including without limitation, any storage incidental thereto. Tenant further
acknowledges and agrees that neither Landlord nor any of Landlord's agents,
representatives or employees has agreed to perform or undertake (i) any
alterations to the Premises, or (ii) construct any improvements in or to the
Premises (collectively, "Tenant Improvements"). Any exception to the
foregoing provisions must be made by express written agreement by both
parties.

         6.        ADDITIONAL RENT

         It is intended by Landlord and Tenant that this Lease be a "triple
net lease." The costs and expenses described in this Section 6 and all other
sums, charges, costs and expenses

                                       -6-

<PAGE>

specified in this Lease other than Base Rent are to be paid by Tenant to
Landlord as additional rent (collectively, "Additional Rent").

         6.1       OPERATING EXPENSES: In addition to the Base Rent set forth
in Section 3, Tenant shall pay Tenant's Share, which is specified in the
Basic Lease Information, of all Operating Expenses as Additional Rent. The
term "Operating Expenses" as used herein shall mean the total amounts paid or
payable by Landlord in connection with the ownership, maintenance, repair and
operation of the Premises, the Building and the Lot, and where applicable, of
the Park referred to in the Basic Lease Information. The amount of Tenant's
Share of Operating Expenses shall be reviewed from time to time by Landlord
and shall be subject to modification by Landlord if there is a change in the
rentable square footage of the Premises, the Building and/or the Park. These
Operating Expenses may include, but are not limited to:

          6.1.1    Landlord's cost of repairs to, and maintenance of, the
roof, the roof membrane and the exterior walls of the Building;

          6.1.2    Landlord's cost of maintaining the outside paved area,
landscaping and other common areas for the Park. The term "Common Areas"
shall mean all areas and facilities within the Park exclusive of the Premises
and the other portions of the Park leasable exclusively to other tenants. The
Common Areas include, but are not limited to, interior lobbies, mezzanines,
parking areas, access and perimeter roads, sidewalks, rail spurs, landscaped
areas and similar areas and facilities;

          6.1.3    Landlord's annual cost of insurance insuring against fire
and extended coverage (including, if Landlord elects, "all risk" or "special
purpose" coverage) and all other insurance, including, but not limited to,
earthquake, flood and/or surface water endorsements for the Building, the Lot
and the Park (including the Common Areas), rental value insurance against
loss of Rent in an amount equal to the amount of Rent for a period of at
least six (6) months commencing on the date of loss, and subject to the
provisions of Section 27 below, any deductible;

          6.1.4    Landlord's cost of: (i) modifications and/or new
improvements to the Building, the Common Areas and/or the Park occasioned by
any rules, laws or regulations effective subsequent to the date on which the
Building was originally constructed provided, if there are modifications
necessitated by such rules, laws or regulations and required to be made to
the structural portions of the Premises required to be maintained by Landlord
pursuant to Section 11.3 below, then the cost of such modifications shall be
amortized over a reasonable period which shall not be less than the lesser of
fifteen (15) years or the reasonably estimated useful life of such
modification and Tenant shall pay the monthly amortized portion of such costs
as part of the operating expenses; (ii) reasonably necessary replacement
improvements to the Building, the Common Areas and the Park after the Lease
Date; and (iii) new improvements to the Building, the Common Areas and/or the
Park that reduce operating costs or improve life/safety conditions, all as
reasonably determined by Landlord, in its sole discretion;

          6.1.5    If Landlord elects to so procure, Landlord's cost of
preventative maintenance, and repair contracts including, but not limited to,
contracts for elevator systems and

                                       -7-

<PAGE>

heating, ventilation and air conditioning systems, lifts for disabled
persons, and trash or refuse collection;

          6.1.6    Landlord's cost of security and fire protection services
for the Building and/or the Park, as the case may be, if in Landlord's sole
discretion such services are provided;

          6.1.7    Landlord's cost of supplies, equipment, rental equipment
and other similar items used in the operation and/or maintenance of the Park;

          6.1.8    Landlord's cost for the repairs and maintenance items set
forth in Section 11.2 below;

          6.1.9    Landlord's cost for the management and administration of
the Premises, the Building and/or Park or any part thereof, including,
without limitation, a property management fee, accounting, auditing, billing,
postage, salaries and benefits for clerical and supervisory employees,
whether located on the Park or off-site, payroll taxes and legal and
accounting costs and all fees, licenses and permits related to the ownership,
operation and management of the Park. Such costs, excluding the cost of
on-site management office expenses and employees, shall not exceed 3% of
Rent; and

          6.1.10   Notwithstanding the forgoing, Tenant shall be responsible
for the cost of replacement of capital expenditures described in this
subparagraph 6.1 only on a pro rata basis corresponding to the useful life of
the capital expenditure, based on typical commercial real estate practices,
that will be exhausted during the remainder of the term.

         6.2       TAX EXPENSES. In addition to the Base Rent set forth in
Section 3, Tenant shall pay its share, which is specified in the Basic Lease
Information, of all real property taxes applicable to the land and
improvements included within the Lot on which the Premises are situated and
one hundred percent (100%) of all personal property taxes now or hereafter
assessed or levied against the Premises or Tenant's personal property. The
amount of Tenant's Share of Tax Expenses shall be reviewed from time to time
by Landlord and shall be subject to modification by Landlord if there is a
change in the rentable square footage of the Premises, the Building and/or
the Park. Tenant shall also pay one hundred percent (100%) of any increase in
real property taxes attributable, in Landlord's sole discretion, to any and
all alterations or other improvements of any kind, which are above standard
improvements customarily installed for similar buildings located within the
Building or the Park (as applicable), whatsoever placed in, on or about the
Premises for the benefit of, at the request of, or by Tenant. The term "Tax
Expenses" shall mean and include, without limitation, any form of tax and
assessment (general, special, supplemental, ordinary or extraordinary),
commercial rental tax, payments under any improvement bond or bonds, license
fees, license tax, business license fee, rental tax, transaction tax, levy,
or penalty imposed by authority having the direct or indirect power of tax
(including any city, county, state or federal government, or any school,
agricultural, lighting, drainage or other improvement district thereof) as
against any legal or equitable interest of Landlord in the Premises, the
Building, the Lot or the Park, as against Landlord's right to rent, or as
against Landlord's business of leasing the Premises or the occupancy of
Tenant or any other tax, fee, or excise, however described, including, but
not limited to, any value added tax, or any tax imposed in substitution
(partially or totally) of any tax previously included within the definition
of real

                                       -8-

<PAGE>

property taxes, or any additional tax the nature of which was previously
included within the definition of real property taxes. The term "Tax
Expenses" shall not include any franchise, estate, inheritance, net income,
or excess profits tax imposed upon Landlord.

         6.3       PAYMENT OF EXPENSES. Landlord shall estimate Tenant's
Share of the Operating Expenses and Tax Expenses for the calendar year in
which the Lease commences. Commencing on the Commencement Date, one-twelfth
(1/12th) of this estimated amount shall be paid by Tenant to Landlord, as
Additional Rent, and thereafter on the first (1st) day of each month
throughout the remaining months of such calendar year. Thereafter, Landlord
may estimate such expenses as of the beginning of each calendar year during
the Term of this Lease and Tenant shall pay one-twelfth (1/12th) of such
estimated amount as Additional Rent hereunder on the first (1st) day of each
month during such calendar year and for each ensuing calendar year throughout
the Term of this Lease. Tenant's obligation to pay Tenant's Share of
Operating Expenses and Tax Expenses shall survive the expiration or earlier
termination of this Lease.

         6.4       ANNUAL RECONCILIATION. By June 30th of each calendar year,
or as soon thereafter as reasonably possible, Landlord shall endeavor to
furnish Tenant with an accounting of actual Operating Expenses and Tax
Expenses. Within thirty (30) days of Landlord's delivery of such accounting,
Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding
the foregoing, failure by Landlord to give such accounting by such date shall
not constitute a waiver by Landlord of its right to collect any of Tenant's
underpayment at any time. Landlord shall credit the amount of any overpayment
by Tenant toward the next estimated monthly installment(s) falling due, or
where the Term of the Lease has expired, refund the amount of overpayment to
Tenant. If the Term of the Lease expires prior to the annual reconciliation
of expenses Landlord shall have the right to reasonably estimate Tenant's
Share of such expenses, and if Landlord determines that an underpayment is
due, Tenant hereby agrees that Landlord shall be entitled to deduct such
underpayment from Tenant's Security Deposit. If Landlord reasonably
determines that an overpayment has been made by Tenant, Landlord shall refund
said overpayment to Tenant as soon as practicable thereafter. Notwithstanding
the foregoing, failure of Landlord to accurately estimate Tenant's Share of
such expenses or to otherwise perform such reconciliation of expenses,
including without limitation, Landlord's failure to deduct any portion of any
underpayment from Tenant's Security Deposit, shall not constitute a waiver of
Landlord's right to collect any of Tenant's underpayment at any time during
the Term of the Lease or at any time after the expiration or earlier
termination of this Lease.

         6.5       AUDIT. After delivery to Landlord of at least thirty (30)
days prior written notice, Tenant, at its sole cost and expense through any
accountant designated by it, shall have the right to examine and/or audit the
books and records evidencing such costs and expenses for the previous one (1)
calendar year, during Landlord's reasonable business hours but not more
frequently than once during any calendar year. Any such accounting firm
designated by Tenant may not be compensated on a contingency fee basis. The
results of any such audit (and any negotiations between the parties related
thereto) shall be maintained strictly confidential by Tenant and its
accounting firm and shall not be disclosed, published or otherwise
disseminated to any other party other than to Landlord and its authorized
agents. Landlord and Tenant shall use their best efforts to cooperate in such
negotiations and to promptly resolve any discrepancies between Landlord and
Tenant in the accounting of such costs and expenses.

                                       -9-

<PAGE>

         7.        UTILITIES

         Utility Expenses, Common Area Utility Costs and all other sums or
charges set forth in this Section 7 are considered part of Additional Rent.
In addition to the Base Rent set forth in Section 3 hereof, Tenant shall pay
the cost of all water, sewer use, sewer discharge fees and sewer connection
fees, gas, heat, electricity, refuse pickup, janitorial service, telephone
and other utilities billed or metered separately to the Premises and/or
Tenant. Tenant shall also pay Tenant's Share of any assessments or charges
for utility or similar purposes included within any tax bill for the Lot on
which the Premises are situated, including, without limitation, entitlement
fees, allocation unit fees, and/or any similar fees or charges, and any
penalties related thereto. For any such utility fees or use charges that are
not billed or metered separately to Tenant, including without limitation,
water and refuse pick up charges, Tenant shall pay to Landlord, as Additional
Rent, without prior notice or demand, on the Commencement Date and thereafter
on the first (1st) day of each month throughout the balance of the Term of
this Lease the amount which is attributable to Tenant's use of the utilities
or similar services, as reasonably estimated and determined by Landlord based
upon factors such as size of the Premises and intensity of use of such
utilities by Tenant such that Tenant shall pay the portion of such charges
reasonably consistent with Tenant's use of such utilities and similar
services ("Utility Expenses"). If Tenant disputes any such estimate or
determination, then Tenant shall either pay the estimated amount or cause the
Premises to be separately metered at Tenant's sole expense. In addition,
Tenant shall pay to Landlord Tenant's Share of any Common Area utility costs,
fees, charges or expenses ("Common Area Utility Costs"). Tenant shall pay to
Landlord one-twelfth (1/12th) of the estimated amount of Tenant's Share of
the Common Area Utility Costs on the Commencement Date and thereafter on the
first (1st) day of each month throughout the balance of the Term of this
Lease and any reconciliation thereof shall be substantially in the same
manner as specified in Section 6.4 above. The amount of Tenant's Share of
Common Area Utility Costs shall be reviewed from time to time by Landlord and
shall be subject to modification by Landlord if there is a change in the
rentable square footage of the Premises, the Building and/or the Park. Tenant
acknowledges that the Premises may become subject to the rationing of utility
services or restrictions on utility use as required by a public utility
company, governmental agency or other similar entity having jurisdiction
thereof. Notwithstanding any such rationing or restrictions on use of any
such utility services, Tenant acknowledges and agrees that its tenancy and
occupancy hereunder shall be subject to such rationing restrictions as may be
imposed upon Landlord, Tenant, the Premises, the Building or the Park, and
Tenant shall in no event be excused or relieved from any covenant or
obligation to be kept or performed by Tenant by reason of any such rationing
or restrictions. Tenant further agrees to timely and faithfully pay, prior to
delinquency, any amount, tax, charge, surcharge, assessment or imposition
levied, assessed or imposed upon the Premises, or Tenant's use and occupancy
thereof. Notwithstanding anything to the contrary contained herein, if
permitted by applicable Laws, Landlord shall have the right at any time and
from time to time during the Term of this Lease to either contract for
service from a different company or companies (each such company shall be
referred to herein as an "Alternate Service Provider") other than the company
or companies presently providing electricity service for the Building or the
Park (the "Electric Service Provider") or continue to contract for service
from the Electric Service Provider, at Landlord's sole discretion. Tenant
hereby agrees to cooperate with Landlord, the Electric Service Provider, and
any Alternate Service Provider at all times and, as reasonably necessary,
shall allow Landlord, the Electric Service Provider and any

                                       -10-

<PAGE>

Alternate Service Provider reasonable access to the Building's electric
lines, feeders, risers, wiring, and any other machinery within the Premises.

         8.        LATE CHARGES

         Any and all sums or charges set forth in this Section 8 are
considered part of Additional Rent. Tenant acknowledges that late payment
(the fifth day of each month or any time thereafter) by Tenant to Landlord of
Base Rent, Tenant's Share of Operating Expenses, Tax Expenses, Common Area
Utility Costs, and Utility Expenses or other sums due hereunder, will cause
Landlord to incur costs not contemplated by this Lease, the exact amount of
such costs being extremely difficult and impracticable to fix. Such costs
include, without limitation, processing and accounting charges, and late
charges that may be imposed on Landlord by the terms of any note secured by
any encumbrance against the Premises, and late charges and penalties due to
the late payment of real property taxes on the Premises. Therefore, if any
installment of Rent or any other sum due from Tenant is not received by
Landlord when due (not including the first occurrence that such payment is
not received by Landlord when due, in such case no late charge shall be
incurred), Tenant shall promptly pay to Landlord all of the following, as
applicable: (a) an additional sum equal to ten percent (10%) of such
delinquent amount plus interest on such delinquent amount at the rate equal
to the prime rate plus three percent (3%) for the time period such payments
are delinquent as a late charge for every month or portion thereof that such
sums remain unpaid, (b) the amount of seventy-five dollars ($75) for each
three-day notice prepared for, or served on, Tenant, (c) the amount of fifty
dollars ($50) relating to checks for which there are not sufficient funds. If
Tenant delivers to Landlord a check for which there are not sufficient funds,
Landlord may, at its sole option, require Tenant to replace such check with a
cashier's check for the amount of such check and all other charges payable
hereunder. The parties agree that this late charge and the other charges
referenced above represent a fair and reasonable estimate of the costs that
Landlord will incur by reason of late payment by Tenant. Acceptance of any
late charge or other charges shall not constitute a waiver by Landlord of
Tenant's default with respect to the delinquent amount, nor prevent Landlord
from exercising any of the other rights and remedies available to Landlord
for any other breach of Tenant under this Lease. If a late charge or other
charge becomes payable for any three (3) installments of Rent within any
twelve (12) month period, then Landlord, at Landlord's sole option, can
either require the Rent be paid quarterly in advance, or be paid monthly in
advance by cashier's check or by electronic funds transfer.

         9.        USE OF PREMISES

         9.1       COMPLIANCE WITH LAWS, RECORDED MATTERS, AND RULES AND
REGULATIONS. The Premises are to be used solely for the purposes and uses
specified in the Basic Lease Information and for no other uses or purposes
without Landlord's prior written consent, which consent shall not be
unreasonably withheld or delayed so long as the proposed use (i) does not
involve the use of Hazardous Materials other than as expressly permitted
under the provisions of Section 29 below, (ii) does not require any
additional parking in excess of the parking spaces already licensed to Tenant
pursuant to the provisions of Section 24 of this Lease, and (iii) is
compatible and consistent with the other uses then being made in the Park and
in other similar types of buildings in the vicinity of the Park, as
reasonably determined by Landlord. The use of the Premises by Tenant and its
employees, representatives, agents, invitees, licensees, subtenants,

                                       -11-

<PAGE>

customers or contractors (collectively, "Tenant's Representatives") shall be
subject to, and at all times in compliance with, (a) any and all applicable
laws, ordinances, statutes, orders and regulations as same exist from time to
time (collectively, the "Laws"), (b) any and all documents, matters or
instruments, including without limitation, any declarations of covenants,
conditions and restrictions, and any supplements thereto, each of which has
been or hereafter is recorded in any official or public records wit respect
to the Premises, the Building, the Lot and/or the Park, or any portion
thereof (collectively, the "Recorded Matters"), and (c) any and all rules and
regulations set forth in Exhibit C, attached to and made a part of this
Lease, and any other reasonable rules and regulations promulgated by Landlord
now or hereafter enacted relating to parking and the operation of the
Premises, the Building and the Park (collectively, the "Rules and
Regulations"). Tenant agrees to, and does hereby, assume full and complete
responsibility to ensure that the Premises are adequate to fully meet the
needs and requirements of Tenant's intended operations of its business within
the Premises, and Tenant's use of the Premises and that same are in
compliance with all applicable Laws throughout the Term of this Lease.
Additionally, Tenant shall be solely responsible for the payment of all
costs, fees and expenses associated with any modifications, improvements or
alterations to the Premises, Building, the Common Areas and/or the Park
occasioned by the enactment of, or changes to, any Laws arising from Tenant's
particular use of the Premises or alterations, improvements or additions made
to the Premises regardless of when such Laws became effective.

         9.2       PROHIBITION ON USE. Tenant shall not use the Premises or
permit anything to be done in or about the Premises nor keep or bring
anything therein which will in any way conflict with any of the requirements
of the Board of Fire Underwriters or similar body now or hereafter
constituted or in any way increase the existing rate of or affect any policy
of fire or other insurance upon the Building or any of its contents, or cause
a cancellation of any insurance policy. No auctions may be held or otherwise
conducted in, on or about the Premises, the Building, the Lot or the Park
without Landlord's written consent thereto, which consent may be given or
withheld in Landlord's sole discretion. Tenant shall not do or permit
anything to be done in or about the Premises which will in any way obstruct
or interfere with the rights of Landlord, other tenants or occupants of the
Building, other buildings in the Park, or other persons or businesses in the
area, or injure or annoy other tenants or use or allow the Premises to be
used for any unlawful or objectionable purpose, as determined by Landlord, in
its reasonable discretion, for the benefit, quiet enjoyment and use by
Landlord and all other tenants or occupants of the Building or other
buildings in the Park; nor shall Tenant cause, maintain or permit any private
or public nuisance in, on or about the Premises, Building, Park and/or the
Common Areas, including, but not limited to, any offensive odors, noises,
fumes or vibrations. Tenant shall not damage or deface or otherwise commit or
suffer to be committed any waste in, upon or about the Premises. Tenant shall
not place or store, nor permit any other person or entity to place or store,
any property, equipment, materials, supplies, personal property or any other
items or goods outside of the Premises for any period of time. Except for
mice on a short term basis, Tenant shall not permit any live animals,
including, but not limited to, any household pets, to be brought or kept in
or about the Premises. Tenant shall place no loads upon the floors, walls, or
ceilings in excess of the maximum designed load permitted by the applicable
Uniform Building Code or which may damage the Building or outside areas; nor
place any harmful liquids in the drainage systems; nor dump or store waste
materials, refuse or other such materials, or allow such to remain outside
the Building area, except for any non-hazardous or non-harmful materials
which may be stored in refuse dumpsters or in any enclosed trash areas

                                       -12-

<PAGE>

provided. Tenant shall honor the terms of all Recorded Matters relating to
the Premises, the Building, the Lot and/or the Park. Tenant shall honor the
Rules and Regulations. If Tenant fails to comply with such Laws, Recorded
Matters, Rules and Regulations or the provisions of this Lease, Landlord
shall have the right to collect from Tenant a reasonable sum as a penalty, in
addition to all rights and remedies of Landlord hereunder including, but not
limited to, the payment by Tenant to Landlord of all Enforcement Expenses and
Landlord's costs and expenses, if any, to cure any of such failures of
Tenant, if Landlord, at its sole option, elects to undertake such cure.

         10.       ALTERATIONS AND ADDITIONS; AND SURRENDER OF PREMISES

         10.1      ALTERATIONS AND ADDITIONS: Tenant shall not install any
signs, fixtures, improvements, nor make or permit any other alterations or
additions to the Premises without the prior written consent of Landlord. If
any such alteration or addition is expressly permitted by Landlord, Tenant
shall deliver at least twenty (20) days prior notice to Landlord, from the
date Tenant intends to commence construction, sufficient to enable Landlord
to post a Notice of Non-Responsibility. In all events, Tenant shall obtain
all permits or other governmental approvals prior to commencing any of such
work and deliver a copy of same to Landlord. All alterations and additions
shall be installed by a licensed contractor approved by Landlord, at Tenant's
sole expense in compliance with all applicable Laws (including, but not
limited to, the ADA as defined herein), Recorded Matters, and Rules and
Regulations. Tenant shall keep the Premises and the property on which the
Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations incurred by or on behalf of Tenant. As a
condition to Landlord's consent to the installation of any fixtures,
additions or other improvements, if Tenant has been continually late in
payment of rent, or prior to making the application to install improvements
Landlord has requested Tenant to make payments of rent on cashiers check,
pursuant to Section 8 of the Lease or Tenant is in material default and has
not cured such default with in the cure periods defined in the lease,
Landlord may require Tenant to post and obtain a completion and indemnity
bond for up to one hundred percent (100%) of the cost of the work.

         10.2      SURRENDER OF PREMISES: Upon the termination of this Lease,
whether by forfeiture, lapse of time or otherwise, or upon the termination of
Tenant's right to possession of the Premises, Tenant will at once surrender
and deliver up the Premises, together with the fixtures (other than trade
fixtures), additions and improvements which Landlord has notified Tenant, in
writing, that Landlord will require Tenant not to remove, to Landlord in good
condition and repair (including, but not limited to, replacing all light
bulbs and ballasts not in good working condition) and in the condition in
which the Premises existed as of the Commencement Date, except for reasonable
wear and tear. Reasonable wear and tear shall not include any damage or
deterioration to the floors of the Premises arising from the use of forklifts
in, on or about the Premises (including, without limitation, any marks or
stains of any portion of the floors), and any damage or deterioration that
would have been prevented by proper maintenance by Tenant or Tenant otherwise
performing all of its obligations under this Lease. Upon such termination of
this Lease, Tenant shall remove all tenant signage, trade fixtures,
furniture, furnishings, personal property, additions, and other improvements
unless Landlord requests, in writing, that Tenant not remove some or all of
such fixtures (other than trade fixtures itemized or similar to those
itemized in Exhibit I), additions or improvements installed by, or on behalf
of Tenant or situated in or about the Premises. By the date which is twenty
(20) days prior to such termination of this

                                       -13-

<PAGE>

Lease, Landlord shall notify Tenant in writing of those fixtures (other than
trade fixtures), alterations, additions and other improvements which Landlord
shall require Tenant not to remove from the Premises. Tenant shall repair any
damage caused by the installation or removal of such signs, trade fixtures,
furniture, furnishings, fixtures, additions and improvements which are to be
removed from the Premises by Tenant hereunder. If Landlord fails to so notify
Tenant at least twenty (20) days prior to such termination of this Lease,
then Tenant shall remove all tenant signage, alterations, furniture,
furnishings, trade fixtures, additions and other improvements installed in or
about the Premises by, or on behalf of Tenant. Tenant shall ensure that the
removal of such items and the repair of the Premises will be completed prior
to such termination of this Lease.

         11.       REPAIRS AND MAINTENANCE

         11.1      TENANT'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for
those portions of the Building to be maintained by Landlord, as provided in
Sections 11.2 and 11.3 below, Tenant shall, at Tenant's sole cost and
expense, keep and maintain the Premises and the adjacent dock and staging
areas in good, clean and safe condition and repair to the reasonable
satisfaction of Landlord including, but not limited to, repairing any damage
caused by Tenant or Tenant's Representatives and replacing any property so
damaged by Tenant or Tenant's Representatives. Without limiting the
generality of the foregoing, Tenant shall be solely responsible for
maintaining, repairing and replacing (a) all mechanical systems, heating,
ventilation and air conditioning systems exclusively serving the Premises,
(b) all plumbing, electrical wiring and equipment serving the Premises, (c)
all interior lighting (including, without limitation, light bulbs and/or
ballasts) and exterior lighting serving the Premises or adjacent to the
Premises, (d) all glass, windows, window frames, window casements, skylights,
interior and exterior doors, door frames and door closers, (e) all roll-up
doors, ramps and dock equipment, including without limitation, dock bumpers,
dock plates, dock seals, dock levelers and dock lights, (f) all tenant
signage, (g) lifts for disabled persons serving the Premises, (h) sprinkler
systems, fire protection systems and security systems, (i) all partitions,
fixtures, equipment, interior painting, and interior walls and floors of the
Premises and every part thereof (including, without limitation, any demising
walls contiguous to any portion of the Premises).

         11.2      REIMBURSABLE REPAIRS AND MAINTENANCE OBLIGATIONS: Subject
to the provisions of Sections 6 and 9 of this Lease and except for (i) the
obligations of Tenant set forth in Section 11.1 above, (ii) the obligations
of Landlord set forth in Section 11.3 below, and (iii) the repairs rendered
necessary by the intentional or negligent acts or omissions of Tenant or any
of Tenant's Representatives, Landlord agrees, at Landlord's expense, subject
to reimbursement pursuant to Section 6 above, to keep in good repair the
plumbing and mechanical systems exterior to the Premises, any rail spur and
rail crossing, the roof, roof membranes, exterior walls of the Building,
signage (exclusive of tenant signage), and exterior electrical wiring and
equipment, exterior lighting, exterior glass, exterior doors/entrances and
door closers, exterior window casements, exterior painting of the Building
(exclusive of the Premises), and underground utility and sewer pipes outside
the exterior walls of the Building. For purposes of this Section 11.2, the
term "exterior" shall mean outside of and not exclusively serving the
Premises. Unless otherwise notified by Landlord, in writing, that Landlord
has elected to procure and maintain the following described contract(s),
Tenant shall procure and maintain (a) the heating, ventilation and air
conditioning systems preventative maintenance and repair contract(s); such
contract(s) to

                                       -14-

<PAGE>

be on a bimonthly or quarterly basis, as reasonably determined by Landlord,
and (b) the fire and sprinkler protection services and preventative
maintenance and repair contract(s) (including, without limitation, monitoring
services); such contract(s) to be on a bi-monthly or quarterly basis, as
reasonably determined by Landlord. Landlord reserves the right, but without
the obligation to do so, to procure and maintain (i) the heating, ventilation
and air conditioning systems preventative maintenance and repair contract(s),
and/or (ii) the fire and sprinkler protection services and preventative
maintenance and repair contract(s) (including, without limitation, monitoring
services). If Landlord so elects to procure and maintain any such
contract(s), Tenant will reimburse Landlord for the cost thereof in
accordance with the provisions of Section 6 above. If Tenant procures and
maintains any of such contract(s), Tenant will promptly deliver to Landlord a
true and complete copy of each such contract and any and all renewals or
extensions thereof, and each service report or other summary received by
Tenant pursuant to or in connection with such contract(s).

         11.3      LANDLORD'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for
repairs rendered necessary by the intentional or negligent acts or omissions
of Tenant or any of Tenant's Representatives, Landlord agrees, at Landlord's
sole cost and expense, to (a) keep in good repair the structural portions of
the floors, foundations and exterior perimeter walls of the Building
(exclusive of glass and exterior doors), and (b) replace the structural
portions of the roof of the Building (excluding the roof membrane) as, and
when, Landlord determines such replacement to be necessary in Landlord's sole
discretion.

         11.4      TENANT'S FAILURE TO PERFORM REPAIRS AND MAINTENANCE
OBLIGATIONS: Except for normal maintenance and repair of the items described
above, Tenant shall have no right of access to or right to install any device
on the roof of the Building nor make any penetrations of the roof of the
Building without the express prior written consent of Landlord. If Tenant
refuses or neglects to repair and maintain the Premises and the adjacent
areas properly as required herein and to the reasonable satisfaction of
Landlord, Landlord may, but without obligation to do so, at any time make
such repairs and/or maintenance without Landlord having any liability to
Tenant for any loss or damage that may accrue to Tenant's merchandise,
fixtures or other property, or to Tenant's business by reason thereof, except
to the extent any damage is caused by the willful misconduct or gross
negligence of Landlord or its authorized agents and representatives. In the
event Landlord makes such repairs and/or maintenance, upon completion thereof
Tenant shall pay to Landlord, as additional rent, the Landlord's costs for
making such repairs and/or maintenance, plus twenty percent (20%) for
overhead, upon presentation of a bill therefor, plus any Enforcement
Expenses. The obligations of Tenant hereunder shall survive the expiration of
the Term of this Lease or the earlier termination thereof. Tenant hereby
waives any right to repair at the expense of Landlord under any applicable
Laws now or hereafter in effect respecting the Premises.

         12.       INSURANCE

         12.1      TYPES OF INSURANCE: Tenant shall maintain in full force
and effect at all times during the Term of this Lease, at Tenant's sole cost
and expense, for the protection of Tenant and Landlord, as their interests
may appear, policies of insurance issued by a carrier or carriers reasonably
acceptable to Landlord and its lender(s) which afford the following
coverages: (i) worker's compensation: statutory limits; (ii) employer's
liability, as required by law, with a

                                       -15-

<PAGE>

minimum limit of $100,000 per employee and $500,000 per occurrence; (iii)
commercial general liability insurance (occurrence form) providing coverage
against any and all claims for bodily injury and property damage occurring
in, on or about the Premises arising out of Tenant's and Tenant's
Representatives' use and/or occupancy of the Premises. Such insurance shall
include coverage for blanket contractual liability, fire damage, premises,
personal injury, completed operations, products liability, personal and
advertising, and a plate-glass rider to provide coverage for all glass in, on
or about the Premises including, without limitation, skylights. Such
insurance shall have a combined single limit of not less than One Million
Dollars ($1,000,000) per occurrence with a Two Million Dollar ($2,000,000)
aggregate limit and excess/umbrella insurance in the amount of Two Million
Dollars ($2,000,000). If Tenant has other locations which it owns or leases,
the policy shall include an aggregate limit per location endorsement. If
necessary, as reasonably determined by Landlord, Tenant shall provide for
restoration of the aggregate limit; (iv) comprehensive automobile liability
insurance: a combined single limit of not less than $2,000,000 per occurrence
and insuring Tenant against liability for claims arising out of the
ownership, maintenance, or use of any owned, hired or non-owned automobiles;
(v) "all risk" or "special purpose" property insurance, including without
limitation, sprinkler leakage, boiler and machinery comprehensive form, if
applicable, covering damage to or loss of any personal property, trade
fixtures, inventory, fixtures and equipment located in, on or about the
Premises, and in addition, coverage for flood, earthquake, and business
interruption of Tenant, together with, if the property of Tenant's invitees
is to be kept in the Premises, warehouser's legal liability or bailee
customers insurance for the full replacement cost of the property belonging
to invitees and located in the Premises. Such insurance shall be written on a
replacement cost basis (without deduction for depreciation) in an amount
equal to one hundred percent (100%) of the full replacement value of the
aggregate of the items referred to in this subparagraph (v); and (vi) such
other insurance as Landlord deems necessary and prudent or as may otherwise
be required by any of Landlord's lenders or joint venture partners.

         12.2      INSURANCE POLICIES: Insurance required to be maintained by
Tenant shall be written by companies (i) licensed to do business in the State
of California, (ii) domiciled in the United States of America, and (iii)
having a "General Policyholders Rating" of at least A:X (or such higher
rating as may be required by a lender having a lien on the Premises) as set
forth in the most current issue of "A.M. Best's Rating Guides." Any
deductible amounts under any of the insurance policies required hereunder
shall not exceed One Thousand Dollars ($1,000). Tenant shall deliver to
Landlord certificates of insurance and true and complete copies of any and
all endorsements required herein for all insurance required to be maintained
by Tenant hereunder at the time of execution of this Lease by Tenant. Tenant
shall, at least thirty (30) days prior to expiration of each policy, furnish
Landlord with certificates of renewal or "binders" thereof. Each certificate
shall expressly provide that such policies shall not be cancelable or
otherwise subject to modification except after thirty (30) days prior written
notice to the parties named as additional insureds as required in this Lease
(except for cancellation for nonpayment of premium, in which event
cancellation shall not take effect until at least ten (10) days' notice has
been given to Landlord). Tenant shall have the right to provide insurance
coverage which it is obligated to carry pursuant to the terms of this Lease
under a blanket insurance policy, provided such blanket policy expressly
affords coverage for the Premises and for Landlord as required by this Lease.

                                       -16-
<PAGE>

         12.3      ADDITIONAL INSUREDS AND COVERAGE: Landlord, any property
management company and/or agent of Landlord for the Premises, the Building,
the Lot or the Park, and any lender(s) of Landlord having a lien against the
Premises, the Building, the Lot or the Park shall be named as additional
insureds under all of the policies required in Section 12.1(iii) above.
Additionally, such policies shall provide for severability of interest. All
insurance to be maintained by Tenant shall, except for workers' compensation
and employer's liability insurance, be primary, without right of contribution
from insurance maintained by Landlord. Any umbrella/excess liability policy
(which shall be in "following form") shall provide that if the underlying
aggregate is exhausted, the excess coverage will drop down as primary
insurance. The limits of insurance maintained by Tenant shall not limit
Tenant's liability under this Lease. It is the parties' intention that the
entrance to be procured and maintained by Tenant as required herein shall
provide coverage for any and all damage or injury arising from or related to
Tenant's operations of its business and/or Tenant's or Tenant's
Representatives' use of the Premises and/or any of the areas within the Park,
whether such events occur within the Premises (as described in Exhibit A
hereto) or in any other areas of the Park. It is not contemplated or
anticipated by the parties that the aforementioned risks of loss be borne by
Landlord's insurance carriers, rather it is contemplated and anticipated by
Landlord and Tenant that such risks of loss be borne by Tenant's insurance
carriers pursuant to the insurance policies procured and maintained by Tenant
as required herein.

         12.4      FAILURE OF TENANT TO PURCHASE AND MAINTAIN INSURANCE: In
the event Tenant does not purchase the insurance required in this Lease or
keep the same in full force and effect throughout the Term of this Lease
(including any renewals or extensions), Landlord may, but without obligation
to do so, purchase the necessary insurance and pay the premiums therefor. If
Landlord so elects to purchase such insurance, Tenant shall promptly pay to
Landlord as Additional Rent, the amount so paid by Landlord, upon Landlord's
demand therefor. In addition, Landlord may recover from Tenant and Tenant
agrees to pay, as Additional Rent, any and all Enforcement Expenses and
damages which Landlord may sustain by reason of Tenant's failure to obtain
and maintain such insurance. If Tenant fails to maintain any insurance
required in this Lease, Tenant shall be liable for all losses, damages and
costs resulting from such failure.

         13.       WAIVER OF SUBROGATION

         Landlord and Tenant hereby mutually waive their respective rights of
recovery against each other for any loss of, or damage to, either parties'
property to the extent that such loss or damage is insured by an insurance
policy required to be in effect at the time of such loss or damage. Each
party shall obtain any special endorsements, if required by its insurer
whereby the insurer waives its rights of subrogation against the other party.
This provision is intended to waive fully, and for the benefit of the parties
hereto, any rights and/or claims which might give rise to a right of
subrogation in favor of any insurance carrier. The coverage obtained by
Tenant pursuant to Section 12 of this Lease shall include, without
limitation, a waiver of subrogation endorsement attached to the certificate
of insurance. The provisions of this Section 13 shall not apply in those
instances in which such waiver of subrogation would invalidate such insurance
coverage or would cause either party's insurance coverage to be voided or
otherwise uncollectible.

         14.       LIMITATION OF LIABILITY AND INDEMNITY

                                       -17-

<PAGE>

         Except to the extent of damage resulting from the sole active
negligence or willful misconduct of Landlord or its authorized
representatives, Tenant agrees to protect, defend (with counsel acceptable to
Landlord) and hold Landlord and Landlord's lenders, partners, members,
property management company (if other than Landlord), agents, directors,
officers, employees, representatives, contractors, shareholders, successors
and assigns and each of their respective partners, members, directors,
employees, representatives, agents, contractors, shareholders, successors and
assigns (collectively, the "Indemnitees") harmless and indemnify the
Indemnitees from and against all liabilities, damages, claims, losses,
judgments, charges and expenses (including reasonable attorneys' fees, costs
of court and expenses necessary in the prosecution or defense of any
litigation including the enforcement of this provision) arising from or in
any way related to, directly or indirectly, (i) Tenant's or Tenant's
Representatives' use of the Premises, Building and/or the Park, (ii) the
conduct of Tenant's business, (iii) from any activity, work or thing done,
permitted or suffered by Tenant in or about the Premises, (iv) in any way
connected with the Premises or with the improvements or personal property
therein, including, but not limited to, any liability for injury to person or
property of Tenant, Tenant's Representatives, or third party persons, and/or
(v) Tenant's failure to perform any covenant or obligation of Tenant under
this Lease. Tenant agrees that the obligations of Tenant herein shall survive
the expiration or earlier termination of this Lease.

         Except to the extent of damage resulting from the sole active
negligence or willful misconduct of Landlord or its authorized
representatives, to the fullest extent permitted by law, Tenant agrees that
neither Landlord nor any of Landlord's lender(s), partners, members,
employees, representatives, legal representatives, successors or assigns
shall at any time or to any extent whatsoever be liable, responsible or in
any way accountable for any loss, liability, injury, death or damage to
persons or property which at any time may be suffered or sustained by Tenant
or by any person(s) whomsoever who may at any time be using, occupying or
visiting the Premises, the Building or the Park, including, but not limited
to, any acts, errors or omissions by or on behalf of any other tenants or
occupants of the Building and/or the Park. Tenant shall not, in any event or
circumstance, be permitted to offset or otherwise credit against any payments
of Rent required herein for matters for which Landlord may be liable
hereunder. Landlord and its authorized representatives shall not be liable
for any interference with light or air, or for any latent defect in the
Premises or the Building.

         15.       ASSIGNMENT AND SUBLEASING

         15.1      PROHIBITION: Tenant shall not assign, mortgage,
hypothecate, encumber, grant any license or concession, pledge or otherwise
transfer this Lease (collectively, "assignment"), in whole or in part,
whether voluntarily or involuntarily or by operation of law, nor sublet or
permit occupancy by any person other than Tenant of all or any portion of the
Premises without first obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld. Tenant hereby agrees that
Landlord may withhold its consent to any proposed sublease or assignment if
the proposed sublessee or assignee or its business is subject to compliance
with additional requirements of the ADA (defined below) and/or Environmental
Laws (defined below) beyond those requirements which are applicable to
Tenant, unless the proposed sublessee or assignee shall (a) first deliver
plans and specifications for complying with such additional requirements and
obtain Landlord's written consent thereto, and (b) comply with all Landlord's
conditions for or contained in such consent, including without limitation,

                                       -18-

<PAGE>

requirements for security to assure the lien-free completion of such
improvements. If Tenant seeks to sublet or assign all or any portion of the
Premises, Tenant shall deliver to Landlord at least thirty (30) days prior to
the proposed commencement of the sublease or assignment (the "Proposed
Effective Date") the following: (i) the name of the proposed assignee or
sublessee; (ii) such information as to such assignee's or sublessee's
financial responsibility and standing as Landlord may reasonably require; and
(iii) the aforementioned plans and specifications, if any. Within ten (10)
days after Landlord's receipt of a written request from Tenant that Tenant
seeks to sublet or assign all or any portion of the Premises, Landlord shall
deliver to Tenant a copy of Landlord's standard form of sublease or
assignment agreement (as applicable), which instrument shall be utilized for
each proposed sublease or assignment (as applicable), and such instrument
shall include a provision whereby the assignee or sublessee assumes all of
Tenant's obligations hereunder and agrees to be bound by the terms hereof. As
Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount
of five hundred dollars ($500) plus Tenant shall reimburse Landlord for
actual legal and other expenses incurred by Landlord in connection with any,
actual or proposed assignment or subletting. In the event the sublease or
assignment (1) by itself or -taken together with prior sublease(s) or partial
assignment(s) covers or totals, as the case may be, more than twenty-five
percent (25%) of the rentable square feet of the Premises or (2) is for a
term which by itself or taken together with prior or other subleases or
partial assignments is greater than fifty percent (50%) of the period
remaining in the Term of this Lease as of the time of the Proposed Effective
Date, then Landlord shall have the right, to be exercised by giving written
notice to Tenant, to recapture the space described in the sublease or
assignment. If such recapture notice is given, it shall serve to terminate
this Lease with respect to the proposed sublease or assignment space, or, if
the proposed sublease or assignment space covers all the Premises, it shall
serve to terminate the entire term of this Lease in either case, as of the
Proposed Effective Date. However, no termination of this Lease with respect
to part or all of the Premises shall become effective without the prior
written consent, where necessary, of the holder of each deed of trust
encumbering the Premises or any part thereof. If this Lease is terminated
pursuant to the foregoing with respect to less than the entire Premises, the
Rent shall be adjusted on the basis of the proportion of square feet retained
by Tenant to the square feet originally demised and this Lease as so amended
shall continue thereafter in full force and effect. Each permitted assignee
or sublessee shall assume and be deemed to assume this Lease and shall be and
remain liable jointly and severally with Tenant for payment of Rent and for
the due performance of, and compliance with all the terms, covenants,
conditions and agreements herein contained on Tenant's part to be performed
or complied with, for the term of this Lease. No assignment or subletting
shall affect the continuing primary liability of Tenant (which, following
assignment, shall be joint and several with the assignee), and Tenant shall
not be released from performing any of the terms, covenants and conditions of
this Lease. Tenant hereby acknowledges and agrees that it understands that
Landlord's accounting department may process and accept Rent payments without
verifying that such payments are being made by Tenant, a permitted sublessee
or a permitted assignee in accordance with the, provisions of this Lease.
Although such payments may be processed and accepted by such accounting
department personnel, any and all actions or omissions by the personnel of
Landlord's accounting department shall not be

                                       -19-

<PAGE>

considered as acceptance by Landlord of any proposed assignee or sublessee
nor shall such actions or omissions be deemed to be a substitute for the
requirement that Tenant obtain Landlord's prior written consent to any such
subletting or assignment, and any such actions or omissions by the personnel
of Landlord's accounting department shall not be considered as a voluntary
relinquishment by Landlord of any of its rights hereunder nor shall any
voluntary relinquishment of such rights be inferred therefrom. For purposes
hereof, in the event Tenant is a corporation, partnership, joint venture,
trust or other entity other than a natural person, any change in the direct
or indirect ownership of Tenant (whether pursuant to one or more transfers)
which results in a change of more than fifty percent (50%) in the direct or
indirect ownership of Tenant shall be deemed to be an assignment within the
meaning of this Section 15 and shall be subject to all the provisions hereof.
Any and all options, first rights of refusal, tenant improvement allowances
and other similar rights granted to Tenant in this Lease, if any, shall not
be assignable by Tenant unless expressly authorized in writing by Landlord.

         15.2      EXCESS SUBLEASE RENTAL OR ASSIGNMENT CONSIDERATION: In the
event of any sublease or assignment of all or any portion of the Premises
where the rent or other consideration provided for in the sublease or
assignment either initially or over the term of the sublease or assignment
exceeds the Rent or pro rata portion of the Rent, as the case may be, for
such space reserved in the Lease, Tenant shall pay the Landlord monthly, as
Additional Rent, at the same time as the monthly installments of Rent are
payable hereunder, seventy-five percent (75%) of the excess of each such
payment of rent or other consideration in excess of the Rent called for
hereunder, less Tenant's cost to effect such sublease.

         15.3      WAIVER: Notwithstanding any assignment or sublease, or any
indulgences, waivers or extensions of time granted by Landlord to any
assignee or sublessee, or failure by Landlord to take action against any
assignee or sublessee, Tenant waives notice of any default of any assignee or
sublessee and agrees that Landlord may, at its option, proceed against Tenant
without having taken action against or joined such assignee or sublessee,
except that Tenant shall have the benefit of any indulgences, waivers and
extensions of time granted to any such assignee or sublessee.

         16.      AD VALOREM TAXES

         Prior to delinquency, Tenant shall pay all taxes and assessments
levied upon trade fixtures, alterations, additions, improvements, inventories
and personal property located and/or installed on or in the Premises by, or
on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly
deliver to Landlord copies of receipts for payment of all such taxes and
assessments. To the extent any such taxes are not separately assessed or
billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

         17.      SUBORDINATION

         Without the necessity of any additional document being executed by
Tenant for the purpose of effecting a subordination, and at the election of
Landlord or any bona fide mortgagee or deed of trust beneficiary with a lien
on all or any portion of the Premises or any ground lessor with respect to
the land -of which the Premises are a part, the rights of Tenant under this
Lease and this Lease shall be subject and subordinate at all times to: (i)
all ground leases or underlying leases which may now exist or hereafter be
executed affecting the Building or the land upon which the Building is
situated or both, and (ii) the lien of any mortgage or deed of trust which
may now exist or hereafter be executed in any amount for which the Building,
the Lot, ground leases or underlying leases, or Landlord's interest or estate
in any of said items is specified as

                                       -20-

<PAGE>

security. Notwithstanding the foregoing, Landlord or any such ground lessor,
mortgagee, or any beneficiary shall have the right to subordinate or cause to
be subordinated any such ground leases or underlying leases or any such liens
to this Lease. If any ground lease or underlying lease terminates for any
reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu
of foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination and upon the request of such successor to Landlord, attorn to
and become the Tenant of the successor in interest to Landlord, provided such
successor in interest will not disturb Tenant's use, occupancy or quiet
enjoyment of the Premises so long as Tenant is not in default of the terms
and provisions of this Lease. The successor in interest to Landlord following
foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act
or omission of any prior lessor or with respect to events occurring prior to
acquisition of ownership; (b) subject to any offsets or defenses which Tenant
might have against any prior lessor; (c) bound by prepayment of more than one
(1) month's Rent, except in those instances when Tenant pays Rent quarterly
in advance pursuant to Section 8 hereof, then not more than three months'
Rent; or (d) liable to Tenant for any Security Deposit not actually received
by such successor in interest to the extent any portion or all of such
Security Deposit has not already been forfeited by, or refunded to, Tenant.
Landlord shall be liable to Tenant for all or any portion of the Security
Deposit not forfeited by, or refunded to, Tenant until and unless Landlord
transfers such Security Deposit to the successor in interest. Tenant
covenants and agrees to execute (and acknowledge if required by Landlord, any
lender or ground lessor) and deliver, within five (5) business days of a
demand or request by Landlord and in the form requested by Landlord, ground
lessor, mortgagee or beneficiary, any additional documents evidencing the
priority or subordination of this Lease with respect to any such ground
leases or underlying leases or the lien of any such mortgage or deed of
trust. Tenant's failure to timely execute and deliver such additional
documents shall, at Landlord's option, constitute a material default
hereunder. It is further agreed that Tenant shall be liable to Landlord, and
shall indemnify Landlord from and against any loss, cost, damage or expense,
incidental, consequential, or otherwise, arising or accruing directly or
indirectly, from any failure of Tenant to execute or deliver to Landlord any
such additional documents, together with any and all Enforcement Expenses.
Notwithstanding anything to the contrary contained in this Lease, (a)
promptly following the execution of this Lease, Landlord shall use reasonable
efforts to obtain from the beneficiary under the existing deed of trust
encumbering the Premises, a subordination, non-disturbance and attornment
agreement for the benefit of Tenant in commercially reasonable form, and (b)
until Landlord has obtained such non-disturbance agreement, the amount of the
Letter of Credit to be obtained by Tenant pursuant to Section 4 above shall
be One Hundred Fifty Thousand Dollars ($150,000.00), rather than Three
Hundred Thousand Dollars ($300,000.00).

         18.      RIGHT OF ENTRY

         Tenant grants Landlord or its agents the right to enter the Premises
at all reasonable times for purposes of inspection, exhibition, posting of
notices, repair or alteration. At Landlord's option, Landlord shall at all
times have and retain a key with which to unlock all the doors in, upon and
about the Premises, excluding Tenant's vaults and safes. It is further agreed
that Landlord shall have the right to use any and all means Landlord deems
necessary to enter the Premises in an emergency. Landlord shall have the
right to place "for rent" or "for lease" signs on the outside of the
Premises, the Building and in the Common Areas. Landlord shall also have the
right to place "for sale" signs on the outside of the Building and in the
Common Areas.

                                       -21-

<PAGE>

Tenant hereby waives any claim from damages or for any injury or
inconvenience to or interference with Tenant's business, or any other loss
occasioned thereby except for any claim for any of the foregoing arising out
of the sole active negligence or willful misconduct of Landlord or its
authorized representatives.

         19.      ESTOPPEL CERTIFICATE

         Tenant shall execute (and acknowledge if required by any lender or
ground lessor) and deliver to Landlord, within five (5) business days after
Landlord provides such to Tenant, a statement in writing certifying that this
Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification), the date to which the Rent and other
charges are paid in advance, if any, acknowledging that there are not, to
Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or
specifying such defaults as are claimed, and such other matters as Landlord
may reasonably require. Any such statement may be conclusively relied upon by
Landlord and any prospective purchaser or encumbrancer of the Premises.
Tenant's failure to deliver such statement within such time shall be
conclusive upon the Tenant that (a) this Lease is in full force and effect,
without modification except as may be represented by Landlord; (b) there are
no uncured defaults in Landlord's performance; and (c) not more than one
month's Rent has been paid in advance, except in those instances when Tenant
pays Rent quarterly in advance pursuant to Section 8 hereof, then not more
than three month's Rent has been paid in advance. Failure by Tenant to so
deliver such certified estoppel certificate shall be a material default of
the provisions of this Lease. Tenant shall be liable to Landlord, and shall
indemnify Landlord from and against any loss, cost, damage or expense,
incidental, consequential, or otherwise, arising or accruing directly or
indirectly, from any failure of Tenant to execute or deliver to Landlord any
such certified estoppel certificate, together with any and all Enforcement
Expenses.

          20.      TENANT'S DEFAULT

         The occurrence of any one or more of the following events shall, at
Landlord's option, constitute a material default by Tenant of the provisions
of this Lease:

         20.1      The abandonment of the Premises by Tenant or the vacation
of the Premises by Tenant which would cause any insurance policy to be
invalidated or otherwise lapse. Tenant agrees to notice and service of notice
as provided for in this Lease and waives any right to any other or further
notice or service of notice which Tenant may have under any statute or law
now or hereafter in effect;

         20.2      The failure by Tenant to make any payment of Rent,
Additional Rent or any other payment required hereunder on the date said
payment is due. Tenant agrees to notice and service of notice as provided for
in this Lease and waives any right to any other or further notice or service
of notice which Tenant may have under any statute or law now or hereafter in
effect;

         20.3      The failure by Tenant to observe, perform or comply with
any of the conditions, covenants or provisions of this Lease (except failure
to make any payment of Rent and/or Additional Rent) and such failure is not
cured within the time period required under the provisions of this Lease. If
such failure is susceptible of cure but cannot reasonably be cured

                                       -22-

<PAGE>

within the aforementioned time period (if any), as determined solely by
Landlord, Tenant shall promptly commence the cure of such failure and
thereafter diligently prosecute such cure to completion within the time
period specified by Landlord in any written notice regarding such failure as
may be delivered to Tenant by Landlord. In no event or circumstance shall
Tenant have more than fifteen (15) days to complete any such cure, unless
otherwise expressly agreed to in writing by Landlord (in Landlord's sole
discretion);

         20.4      The making of a general assignment by Tenant for the
benefit of creditors, the filing of a voluntary petition by Tenant or the
filing of an involuntary petition by any of Tenant's creditors seeking the
rehabilitation, liquidation, or reorganization of Tenant under any law
relating to bankruptcy, insolvency or other relief of debtors and, in the
case of an involuntary action, the failure to remove or discharge the same
within sixty (60) days of such filing, the appointment of a receiver or other
custodian to take possession of substantially all of Tenant's assets or this
leasehold, Tenant's insolvency or inability to pay Tenant's debts or failure
generally to pay Tenant's debts when due, any court entering a decree or
order directing the winding up or liquidation of Tenant or of substantially
all of Tenant's assets, Tenant taking any action toward the dissolution or
winding up of Tenant's affairs, the cessation or suspension of Tenant's use
of the Premises, or the attachment, execution or other judicial seizure of
substantially all of Tenant's assets or this leasehold;

         20.5      Tenant's use or storage of Hazardous Materials in, on or
about the Premises, the Building, the Lot and/or the Park other than as
expressly permitted by the provisions of Section 29 below; or

         20.6      The making of any material misrepresentation or omission
by Tenant in any materials delivered by or on behalf of Tenant to Landlord
pursuant to this Lease.

         21.       REMEDIES FOR TENANT'S DEFAULT

         21.1      LANDLORD'S RIGHTS: In the event of Tenant's material
default under this Lease, Landlord may terminate Tenant's right to possession
of the Premises by any lawful means in which case upon delivery of written
notice by Landlord this Lease shall terminate on the date specified by
Landlord in such notice and Tenant shall immediately surrender possession of
the Premises to Landlord. In addition, the Landlord shall have the immediate
right of re-entry whether or not this Lease is terminated, and if this right
of re-entry is exercised following abandonment of the Premises by Tenant,
Landlord may consider any personal property belonging to Tenant and left on
the Premises to also have been abandoned. No re-entry or taking possession of
the Premises by Landlord pursuant to this Section 21 shall be construed as an
election to terminate this Lease unless a written notice of such intention is
given to Tenant. If Landlord relets the Premises or any portion thereof, (i)
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, redecorating, and further
improving the Premises and other similar costs (collectively, the "Reletting
Costs"), and (ii) the rent received by Landlord from such reletting shall be
applied to the payment of, first, any indebtedness from Tenant to Landlord
other than Base Rent, Operating Expenses, Tax Expenses,

                                       -23-

<PAGE>

Common Area Utility Costs, and Utility Expenses; second, all costs including
maintenance, incurred by Landlord in reletting; and, third, Base Rent,
Operating Expenses, Tax Expenses, Common Area Utility Costs, Utility
Expenses, and all other sums due under this Lease. Any and all of the
Reletting Costs shall be fully chargeable to Tenant and shall not be prorated
or otherwise amortized in relation to any new lease for the Premises or any
portion thereof. After deducting the payments referred to above, any sum
remaining from the rental Landlord receives from reletting shall be held by
Landlord and applied in payment of future Rent as Rent becomes due under this
Lease. In no event shall Tenant be entitled to any excess rent received by
Landlord. 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. So long as this Lease is not terminated,
Landlord shall have the right to remedy any default of Tenant, to maintain or
improve the Premises, to cause a receiver to be appointed to administer the
Premises and new or existing subleases and to add to the Rent payable
hereunder all of Landlord's reasonable costs in so doing, with interest at
the maximum rate permitted by law from the date of such expenditure.

         21.2      DAMAGES RECOVERABLE: If Tenant breaches this Lease and
abandons the Premises before the end of the Term, or if Tenant's right to
possession is terminated by Landlord because of a breach or default under
this Lease, then in either such case, Landlord may recover from Tenant all
damages suffered by Landlord as a result of Tenant's failure to perform its
obligations hereunder, including, but not limited to, the portion of any
broker's or leasing agent's commission incurred with respect to the leasing
of the Premises to Tenant for the balance of the Term of the Lease remaining
after the date on which Tenant is in default of its obligations hereunder,
and all Reletting Costs, and the worth at the time of the award (computed in
accordance with paragraph (3) of Subdivision (a) of Section 1951.2 of the
California Civil Code) of the amount by which the Rent then unpaid hereunder
for the balance of the Lease Term exceeds the amount of such loss of Rent for
the same period which Tenant proves could be reasonably avoided by Landlord
and in such case, Landlord prior to the award, may relet the Premises for the
purpose of mitigating damages suffered by Landlord because of Tenant's
failure to perform its obligations hereunder; provided, however, that even
though Tenant has abandoned the Premises following such breach, this Lease
shall nevertheless continue in full force and effect for as long as Landlord
does not terminate Tenant's right of possession, and until such termination,
Landlord shall have the remedy described in Section 1951.4 of the California
Civil Code (Landlord may continue this Lease in effect after Tenant's breach
and abandonment and recover Rent as it becomes due, if Tenant has the right
to sublet or assign, subject only to reasonable limitations) and may enforce
all its rights and remedies under this Lease, including the right to recover
the Rent from Tenant as it becomes due hereunder. The "worth at the time of
the award" within the meaning of Subparagraphs (a)(1) and (a)(2) of Section
1951.2 of the California Civil Code shall be computed by allowing interest at
the rate of ten percent (10%) per annum. 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.

         21.3      RIGHTS AND REMEDIES CUMULATIVE: The foregoing rights and
remedies of Landlord are not exclusive; they are cumulative in addition to
any rights and remedies now or hereafter existing at law, in equity by
statute or otherwise, or to any equitable remedies Landlord may

                                       -24-

<PAGE>

have, and to any remedies Landlord may have under bankruptcy laws or laws
affecting creditor's rights generally. In addition to all remedies set forth
above, if Tenant materially defaults under this Lease, any and all Base Rent
waived by Landlord under Section 3 above shall be immediately due and payable
to Landlord and all options granted to Tenant hereunder shall automatically
terminate, unless otherwise expressly agreed to in writing by Landlord.

         21.4      WAIVER OF A DEFAULT: The waiver by Landlord of any default
of any provision of this Lease shall not be deemed or construed a waiver of
any other default by Tenant hereunder or of any subsequent default of this
Lease, except for the default specified in the waiver.

         22.       HOLDING OVER

         If Tenant holds possession of the Premises after the expiration of
the Term of this Lease with Landlord's consent, Tenant shall become a tenant
from month-to-month upon the terms and provisions of this Lease, provided the
monthly Base Rent during such hold over period shall be 150% of the Base Rent
due on the last month of the Lease Term, payable in advance on or before the
first day of each month. Acceptance by Landlord of the monthly Base Rent
without the additional fifty percent (50%) increase of Base Rent -shall not
be deemed or construed as a waiver by Landlord of any of its rights to
collect the increased amount of the Base Rent as provided herein at any time.
Such month-to-month tenancy shall not constitute a renewal or extension for
any further term. All options, if any, granted under the terms of this Lease
shall be deemed automatically terminated and be of no force or effect during
said month-to-month tenancy. Tenant shall continue in possession until such
tenancy shall be terminated by either Landlord or Tenant giving written
notice of termination to the other party at least thirty (30) days prior to
the effective date of termination. This paragraph shall not be construed as
Landlord's permission for Tenant to hold over. Acceptance of Base Rent by
Landlord following expiration or termination of this Lease shall not
constitute a renewal of this Lease.

         23.       LANDLORD'S DEFAULT

         Landlord shall not be deemed in breach or default of this Lease
unless Landlord fails within a reasonable time to perform an obligation
required to be performed by Landlord hereunder. For purposes of this
provision, a reasonable time shall not be less than thirty (30) days after
receipt by Landlord of written notice specifying the nature of the obligation
Landlord has not performed; provided, however, that if the nature of
Landlord's obligation is such that more than thirty (30) days, after receipt
of written notice, is reasonably necessary for its performance, then Landlord
shall not be in breach or default of this Lease if performance of such
obligation is commenced within such thirty (30) day period and thereafter
diligently pursued to completion.

         24.       PARKING

         Tenant shall have a license to use the number of non-designated and
non-exclusive parking spaces specified in the Basic Lease Information.
Landlord shall exercise reasonable efforts to insure that such spaces are
available to Tenant for its use, but Landlord shall not be required to
enforce Tenant's right to use the same.

         25.       SALE OF PREMISES

                                       -25-

<PAGE>

         In the event of any sale of the Premises by Landlord or the
cessation otherwise of Landlord's interest therein, Landlord shall be and is
hereby entirely released from any and all of its obligations to perform or
further perform under this Lease and from all liability hereunder accruing
from or after the date of such sale; and the purchaser, at such sale or any
subsequent sale of the Premises shall be deemed, without any further
agreement between the parties or their successors in interest or between the
parties and any such purchaser, to have assumed and agreed to carry out any
and all of the covenants and obligations of the Landlord under this Lease.
For purposes of this Section 25, the term "Landlord" means only the owner
and/or agent of the owner as such parties exist as of the date on which
Tenant executes this Lease. A ground lease or similar long term lease by
Landlord of the entire Building, of which the Premises are a part, shall be
deemed a sale within the meaning of this Section 25. Tenant agrees to attorn
to such new owner provided such new owner does not disturb Tenant's use,
occupancy or quiet enjoyment of the Premises so long as Tenant is not in
default of any of the provisions of this Lease.

         26.       WAIVER

         No delay or omission in the exercise of any right or remedy of
Landlord on any default by Tenant shall impair such a right or remedy or be
construed as a waiver. The subsequent acceptance of Rent by Landlord after
default by Tenant of any covenant or term of this Lease shall not be deemed a
waiver of such default, other than a waiver of timely payment for the
particular Rent payment involved, and shall not prevent Landlord from
maintaining an unlawful detainer or other action based on such breach. No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly
Rent and other sums due hereunder shall be deemed to be other than on account
of the earliest Rent or other sums due, nor shall any endorsement or
statement on any check or accompanying any check or payment be deemed an
accord and satisfaction; and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such Rent or
other sum or pursue any other remedy provided in this Lease. No failure,
partial exercise or delay on the part of the Landlord in exercising any
right, power or privilege hereunder shall operate as a waiver thereof.

         27.       CASUALTY DAMAGE

         If the Premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give prompt written notice thereof to Landlord.
In case the Building shall be so damaged by fire or other casualty that
substantial alteration or reconstruction of the Building shall, in Landlord's
sole opinion, be required (whether or not the Premises shall have been
damaged by such fire or other casualty), Landlord may, at its option,
terminate this Lease by notifying Tenant in writing of such termination
within ninety (90) days after the date of such damage, in which event the
Rent shall be abated as of the date of such damage. If Landlord does not
elect to terminate this Lease, and provided insurance proceeds and any
contributions from Tenant, if necessary, are available to fully repair the
damage, Landlord shall within one hundred twenty (120) days after the date of
such damage commence to repair and restore the Building and shall proceed
with reasonable diligence to restore the Building (except that Landlord shall
not be responsible for delays outside its control) to substantially the same
condition in which it was immediately prior to the happening of the casualty;
provided, Landlord shall not be required to rebuild, repair, - or replace any
part of Tenant's furniture, furnishings, fixtures and/or equipment

                                       -26-

<PAGE>

removable by Tenant or any improvements, alterations or additions installed
by or for the benefit of Tenant under the provisions of this Lease. Landlord
shall not in any event be required to spend for such work an amount in excess
of the insurance proceeds (excluding any deductible) and any contributions
from Tenant, if necessary, actually received by Landlord as a result of the
fire or other casualty. Landlord shall not be liable for any inconvenience or
annoyance to Tenant, injury to the business of Tenant, loss of use of any
part of the Premises by the Tenant or loss of Tenant's personal property
resulting in any way from such damage or the repair thereof, except that,
subject to the provisions of the next sentence, Landlord shall allow Tenant a
fair diminution of Rent during the time and to the extent the Premises are
unfit for occupancy. Notwithstanding anything to the contrary contained
herein, if the Premises or any other portion of the Building be damaged by
fire or other casualty resulting from the intentional or negligent acts or
omissions of Tenant or any of Tenant's Representatives, (i) the Rent shall
not be diminished during the repair of such damage, (ii) Tenant shall not
have any right to terminate this Lease due to the occurrence of such casualty
or damage, and (iii) Tenant shall be liable to Landlord for the cost and
expense of the repair and restoration of all or any portion of the Building
caused thereby (including, without limitation, any deductible) to the extent
such cost and expense is not covered by insurance proceeds. In the event the
holder of any indebtedness secured by the Premises requires that the
insurance proceeds be applied to such indebtedness, then Landlord shall have
the right to terminate this Lease by delivering written notice of termination
to Tenant within thirty (30) days after the date of notice to Tenant of any
such event, whereupon all rights and obligations shall cease and terminate
hereunder except for those obligations expressly intended to survive any such
termination of this Lease. Except as otherwise provided in this Section 27,
Tenant hereby waives the provisions of Sections 1932(2.), 1933(4.), 1941 and
1942 of the California Civil Code.

         28.       CONDEMNATION

         If twenty-five percent (25%) or more of the Premises is condemned by
eminent domain, inversely condemned or sold in lieu of condemnation for any
public or quasi-public use or purpose ("Condemned"), then Tenant or Landlord
may terminate this Lease as of the date when physical possession of the
Premises is taken and title vests in such condemning authority, and Rent
shall be adjusted to the date of termination. Tenant shall not because of
such condemnation assert any claim against Landlord or the condemning
authority for any compensation because of such condemnation, and Landlord
shall be entitled to receive the entire amount of any award without deduction
for any estate of interest or other interest of Tenant. If neither party
elects to terminate this Lease, Landlord shall, if necessary, promptly
proceed to restore the Premises or the Building to substantially its same
condition prior to such partial condemnation, allowing for the reasonable
effects of such partial condemnation, and a proportionate allowance shall be
made to Tenant, as solely determined by Landlord, for the Rent corresponding
to the time during which, and to the part of the Premises of which, Tenant is
deprived on account of such partial condemnation and restoration. Landlord
shall not be required to spend funds for restoration in excess of the amount
received by Landlord as compensation awarded.

         29.       ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS

         29.1      HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE: Prior to
executing this Lease, Tenant has completed, executed and delivered to
Landlord Tenant's initial Hazardous Materials

                                       -27-

<PAGE>

Disclosure Certificate (the "Initial HazMat Certificate"), a copy of which is
attached hereto as Exhibit G and incorporated herein by this reference.
Tenant covenants, represents and warrants to Landlord that the information on
the Initial HazMat Certificate is true and correct and accurately describes
the use(s) of Hazardous Materials which will be made and/or used on the
Premises by Tenant. Tenant shall commencing with the date which is one year
from the Commencement Date and continuing every year thereafter, complete,
execute, and deliver to Landlord, a Hazardous Materials Disclosure
Certificate ("the "HazMat Certificate") describing Tenant's present use of
Hazardous Materials on the Premises, and any other reasonably necessary
documents as requested by Landlord. The HazMat Certificate required hereunder
shall be in substantially the form as that which is attached hereto as
Exhibit E.

         29.2      DEFINITION OF HAZARDOUS MATERIALS: As used in this Lease,
the term Hazardous Materials shall mean and include (a) any hazardous or
toxic wastes, materials or substances, and other pollutants or contaminants,
which are or become regulated by any Environmental Laws; (b) petroleum,
petroleum by products, gasoline, diesel fuel, crude oil or any fraction
thereof; (c) asbestos and asbestos containing material, in any form, whether
friable or non-friable; (d) polychlorinated biphenyls; (e) radioactive
materials; (f) lead and lead-containing materials; (g) any other material,
waste or substance displaying toxic, reactive, ignitable or corrosive
characteristics, as all such terms are used in their broadest sense, and are
defined or become defined by any Environmental Law (defined below); or (h)
any materials which cause or threatens to cause a nuisance upon or waste to
any portion of the Premises, the Building, the Lot, the Park or any
surrounding property; or poses or threatens to pose a hazard to the
health-and safety of persons on the Premises or any surrounding property.

         29.3      PROHIBITION; ENVIRONMENTAL LAWS: Tenant shall not be
entitled to use nor store any Hazardous Materials on, in, or about the
Premises, the Building, the Lot and the Park, or any portion of the
foregoing, without, in each instance, obtaining Landlord's prior written
consent thereto. If Landlord consents to any such usage or storage, then
Tenant shall be permitted to use and/or store only those Hazardous Materials
that are necessary for Tenant's business and to the extent disclosed in the
HazMat Certificate and as expressly approved by Landlord in writing, provided
that such usage and storage is only to the extent of the quantities of
Hazardous Materials as specified in the then applicable HazMat Certificate as
expressly approved by Landlord and provided further that such usage and
storage is in full compliance with any and all local, state and federal
environmental, health and/or safety-related laws statutes, orders, standards,
courts' decisions, ordinances, rules and regulations (as interpreted by
judicial and administrative decisions), decrees, directives, guidelines,
permits or permit conditions, currently existing and as amended, enacted,
issued or adopted in the future which are or become applicable to Tenant or
all or any portion of the Premises (collectively, the "Environmental Laws").
Tenant agrees that any changes to the type and/or quantities of Hazardous
Materials specified in the most recent HazMat Certificate may be implemented
only with the prior written consent of Landlord, which consent may be given
or withheld in Landlord's sole discretion. Tenant shall not be entitled nor
permitted to install any tanks under, on or about the Premises for the
storage of Hazardous Materials without the express written consent of
Landlord, which may be given or withheld in Landlord's sole discretion.

         Landlord shall have the right at all times during the Term of this
Lease to (i) inspect the Premises, (ii) conduct tests and investigations to
determine whether Tenant is in compliance with

                                       -28-

<PAGE>

the provisions of this Section 29, and (iii) request lists of all Hazardous
Materials used, stored or otherwise located on, under or about any portion of
the Premises and/or the Common Areas. The cost of all such inspections, tests
and investigations shall be borne solely by Tenant, if Landlord reasonably
determines that Tenant or any of Tenant's Representatives are directly or
indirectly responsible in any manner for any contamination revealed by such
inspections, tests and investigations. The aforementioned rights granted
herein to Landlord and its representatives shall not create (a) a duty on
Landlord's part to inspect, test, investigate, monitor or otherwise observe
the Premises or the activities of Tenant and Tenant's Representatives with
respect to Hazardous Materials, including without limitation, Tenant's
operation, use and any remediation related thereto, or (b) liability on the
part of Landlord and its representatives for Tenant's use, storage, disposal
or remediation of Hazardous Materials, it being understood that Tenant shall
be solely responsible for all liability in connection therewith.

         29.4      TENANT'S ENVIRONMENTAL OBLIGATIONS: Tenant shall give to
Landlord immediate verbal and follow-up written notice of any spills,
releases, discharges, disposals, emissions, migrations, removals or
transportation of Hazardous Materials on, under or about any portion of the
Premises or in any Common Areas. Tenant, at its sole cost and expense,
covenants and warrants to promptly investigate, clean up, remove, restore and
otherwise remediate (including, without limitation, preparation of any
feasibility studies or reports and the performance of any and all closures)
any spill, release, discharge, disposal, emission, migration or
transportation of Hazardous Materials arising from or related to the
intentional or negligent acts or omissions of Tenant or Tenant's
Representatives such that the affected portions of the Park and any adjacent
property are returned to the condition existing prior to the appearance of
such Hazardous Materials. Any such investigation, clean up, removal,
restoration and other remediation shall only be performed after Tenant has
obtained Landlord's prior written consent, which consent shall not be
unreasonably withheld so long as such actions would not potentially have a
material adverse long-term or short-term effect on any portion of the
Premises, the Building, the Lot or the Park. Notwithstanding the foregoing,
Tenant shall be entitled to respond immediately to an emergency without first
obtaining Landlord's prior written consent. Tenant, at its sole cost and
expense, shall conduct and perform, or cause to be conducted and performed,
all closures as required by any Environmental Laws or any agencies or other
governmental authorities having jurisdiction thereof. If Tenant fails to so
promptly investigate, clean up, remove, restore, provide closure or otherwise
so remediate, Landlord may, but without obligation to do so, take any and all
steps necessary to rectify the same and Tenant shall promptly reimburse
Landlord, upon demand, for all costs and expenses to Landlord of performing
investigation, clean up, removal, restoration, closure and remediation work.
All such work undertaken by Tenant, as required herein, shall be performed in
such a manner so as to enable Landlord to make full economic use of the
Premises, the Building, the Lot and the Park after the satisfactory
completion of such work.

         29.5      ENVIRONMENTAL INDEMNITY: In addition to Tenant's
obligations as set forth hereinabove, Tenant and Tenant's officers and
directors agree to, and shall, protect, indemnify, defend (with counsel
acceptable to Landlord) and hold Landlord and the other Indemnitees harmless
from and against any and all claims, judgments, damages, penalties, fines,
liabilities, losses (including, without limitation, diminution in value of
any portion of the Premises, the Building, the Lot or the Park, damages for
the loss of or restriction on the use of rentable or usable space, and from
any adverse impact of Landlord's marketing of any space within the

                                       -29-

<PAGE>

Building and/or Park), suits, administrative proceedings and costs
(including, but not limited to, attorneys' and consultant fees and court
costs) arising at any time during or after the Term of this Lease in
connection with or related to, directly or indirectly, the use, presence,
transportation, storage, disposal, migration, removal, spill, release or
discharge of Hazardous Materials on, in or about any portion of the Premises,
the Common Areas, the Building, the Lot or the Park as a result (directly or
indirectly) of the intentional or negligent acts or omissions of Tenant or
any of Tenant's Representatives. Neither the written consent of Landlord to
the presence, use or storage of Hazardous Materials in, on, under or about
any portion of the Premises, the Building, the Lot and/or the Park, nor the
strict compliance by Tenant with all Environmental Laws shall excuse Tenant
and Tenant's officers and directors from its obligations of indemnification
pursuant hereto. Tenant shall not be relieved of its indemnification
obligations under the provisions of this Section 29.5 due to Landlord's
status as either an "owner" or "operator" under any Environmental Laws.

         29.6      SURVIVAL: Tenant's obligations and liabilities pursuant to
the provisions of this Section 29 shall survive the expiration or earlier
termination of this Lease. If it is determined by Landlord that the condition
of all or any portion of the Premises, the Building, the Lot and/or the Park
is not in compliance with the provisions of this Lease with respect to
Hazardous Materials, including without limitation all Environmental Laws at
the expiration or earlier termination of this Lease, then in Landlord's sole
discretion, Landlord may require Tenant to hold over possession of the
Premises until Tenant can surrender the Premises to Landlord in the condition
in which the Premises existed as of the Commencement Date and prior to the
appearance of such Hazardous Materials except for reasonable wear and tear,
including without limitation, the conduct or performance of any closures as
required by any Environmental Laws. The burden of proof hereunder shall be
upon Tenant. For purposes hereof, the term "reasonable wear and tear" shall
not include any deterioration in the condition or diminution of the value of
any portion of the Premises, the Building, the Lot and/or the Park in any
manner whatsoever related to directly, or indirectly, Hazardous Materials.
Any such holdover by Tenant will be with Landlord's consent, will not be
terminable by Tenant in any event or circumstance and will otherwise be
subject to the provisions of Section 22 of this Lease.

         29.7      DISCLOSURE: The land described herein contains residual
hazardous substances. Such condition renders the land and the owner, Tenant
or other possessor of the land subject to requirements, restrictions,
provisions, and liabilities contained in chapter 6.5 and chapter 6.8 of
division 20 of the Health and Safety Code as same may be amended from time,
and any successor statutes thereof. This statement is not a declaration that
a hazard to public health, safety and welfare exists. Notwithstanding
anything to the contrary contained herein, nothing contained in this Section
29 shall be deemed to make Tenant responsible for any Hazardous Materials
existing at the Premises as of the date of Landlord's delivery of possession
of the Premises.

         30.       FINANCIAL STATEMENTS

         Tenant, for the reliance of Landlord, any lender holding or
anticipated to acquire a lien upon the Premises, the Building or the Park or
any portion thereof, or any prospective purchaser of the Building or the Park
or any portion thereof, within ten (10) days after Landlord's request
therefor, but not more often than once annually so long as Tenant is not in
default of this Lease,

                                       -30-

<PAGE>

shall deliver to Landlord the then current audited financial statements of
Tenant (including interim periods following the end of the last fiscal year
for which annual statements are available) which statements shall be prepared
or compiled by a certified public accountant and shall present fairly the
financial condition of Tenant at such dates and the result of its operations
and changes in its financial positions for the periods ended on such dates.
If an audited financial statement has not been prepared, Tenant shall provide
Landlord with an unaudited financial statement and/or such other information,
the type and form of which are acceptable to Landlord in Landlord's
reasonable discretion, which reflects the financial condition of Tenant. If
Landlord so requests, Tenant shall deliver to Landlord an opinion of a
certified public accountant, 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. Any and all
options granted to Tenant hereunder shall be subject to and conditioned upon
Landlord's reasonable approval of Tenant's financial condition at the time of
Tenant's exercise of any such option, if Tenant is not yet profitable.

         31.       GENERAL PROVISIONS

         31.1      TIME. Time is of the essence in this Lease and with
respect to each and all of its provisions in which performance is a factor.

         31.2      SUCCESSORS AND ASSIGNS. The covenants and conditions
herein contained, subject to the provisions as to assignment, apply to and
bind the heirs, successors, executors, administrators and assigns of the
parties hereto.

         31.3      RECORDATION. Tenant shall not record this Lease or a short
form memorandum hereof without the prior written consent of the Landlord.

         31.4      LANDLORD'S PERSONAL LIABILITY. The liability of Landlord
(which, for purposes of this Lease, shall include Landlord and the owner of
the Building if other than Landlord) to Tenant for any default by Landlord
under the terms of this Lease shall be limited to the actual interest of
Landlord and its present or future partners or members in the Premises or the
Building, and Tenant agrees to look solely to the Premises for satisfaction
of any liability and shall not look to other assets of Landlord nor seek any
recourse against the assets of the individual partners, members, directors,
officers, shareholders, agents or employees of Landlord (including without
limitation, any property management company of Landlord); it being intended
that Landlord and the individual partners, members, directors, officers,
shareholders, agents and employees of Landlord (including without limitation,
any property management company of Landlord) shall not be personally liable
in any manner whatsoever for any judgment or deficiency. The liability of
Landlord under this Lease is limited to its actual period of ownership of
title to the Building, and Landlord shall be automatically released from
further performance under this Lease upon transfer of Landlord's interest in
the Premises or the Building.

         31.5      SEPARABILITY. Any provisions of this Lease which shall
prove to be invalid, void or illegal shall in no way affect, impair or
invalidate any other provisions hereof and such other provision shall remain
in full force and effect.

                                       -31-
<PAGE>

         31.6      CHOICE OF LAW. This Lease shall be governed by, and
construed in accordance with, the laws of the State of California.

         31.7      ATTORNEYS' FEES. In the event any dispute between the
parties results in litigation or other proceeding, the prevailing party shall
be reimbursed by the party not prevailing for all reasonable costs and
expenses, including, without limitation, reasonable attorneys' and experts'
fees and costs incurred by the prevailing party in connection with such
litigation or other proceeding, and any appeal thereof. Such costs, expenses
and fees shall be included in and made a part of the judgment recovered by
the prevailing party, if any.

         31.8      ENTIRE AGREEMENT. This Lease supersedes any prior
agreements, representations, negotiations or correspondence between the
parties, and contains the entire agreement of the parties on matters covered.
No other agreement, statement or promise made by any party, that is not in
writing and signed by all parties to this Lease, shall be binding.

         31.9      WARRANTY OF AUTHORITY. On the date that Tenant executes
this Lease, Tenant shall deliver to Landlord an original certificate of
status for Tenant issued by the California Secretary of State or statement of
partnership for Tenant recorded in the county in which the Premises are
located, as applicable, and such other documents as Landlord may reasonably
request with regard to the lawful existence of Tenant. Each person executing
this Lease on behalf of a party represents and warrants that (1) such person
is duly and validly authorized to do so on behalf of the entity it purports
to so bind, and (2) if such party is a partnership, corporation or trustee,
that such partnership, corporation or trustee has full right and authority to
enter into this Lease and perform all of its obligations hereunder. Tenant
hereby warrants that this Lease is valid and binding upon Tenant and
enforceable against Tenant in accordance with its terms.

         31.10     NOTICES. Any and all notices and demands required or
permitted to be given hereunder to Landlord shall be in writing and shall be
sent: (a) by United States mail, certified and postage prepaid; or (b) by
personal delivery; or (c) by overnight courier, addressed to Landlord at 101
Lincoln Centre Drive, Fourth Floor, Foster City, California 94404-1167, with
a copy to AMB Property L.P., c/o AMB Property Corporation at 505 Montgomery
Street, San Francisco, California 94111. Any and all notices and demands
required or permitted to be given hereunder to Tenant shall be in writing and
shall be sent: (i) by United States mail, certified and postage prepaid; or
(ii) by personal delivery to any employee or agent of Tenant over the age of
eighteen (18) years of age; or (iii) by overnight courier, all of which shall
be addressed to Tenant at the Premises. Notice and/or demand shall be deemed
given upon the earlier of actual receipt or the third day following deposit
in the United States mail. Any notice or requirement of service required by
any statute or law now or hereafter in effect, including, but not limited to,
California Code of Civil Procedure Sections 1161, 1161.1, and 1162 (including
any amendments, supplements or substitutions thereof), is hereby waived by
Tenant.

         31.11     JOINT AND SEVERAL. If Tenant consists of more than one
person or entity, the obligations of all such persons or entities shall be
joint and several.

         31.12     COVENANTS AND CONDITIONS. Each provision to be performed
by Tenant hereunder shall be deemed to be both a covenant and a condition.

                                       -32-

<PAGE>

         31.13     WAIVER OF JURY TRIAL. The parties hereto shall and they
hereby do waive trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other on any matters
whatsoever arising out of or in any way related to this Lease, the
relationship of Landlord and Tenant ` Tenant's use or occupancy of the
Premises, the Building or the Park, and/or any claim of injury, loss or
damage.

         31.14     COUNTERCLAIMS. In the event Landlord commences any
proceedings for nonpayment of Rent, Additional Rent, or any other sums or
amounts due hereunder, Tenant shall not interpose any counterclaim of
whatever nature or description in any such proceedings, provided, however,
nothing contained herein shall be deemed or construed as a waiver of the
Tenant's right to assert such claims in any separate action brought by Tenant
or the right to offset the amount of any final judgment owed by Landlord to
Tenant.

         31.15     UNDERLINING. The use of underlining within the Lease is
for Landlord's reference purposes only and no other meaning or emphasis is
intended by this use, nor should any be inferred.

         31.16     MERGER. The voluntary or other surrender of this Lease by
Tenant, the mutual termination or cancellation hereof by Landlord and Tenant,
or a termination of this Lease by Landlord for a material default by Tenant
hereunder, shall not work a merger, and, at the sole option of Landlord, (i)
shall terminate all or any existing subleases or subtenancies, or (ii) may
operate as an assignment to Landlord of any or all of such subleases or
subtenancies. Landlord's election of either or both of the foregoing options
shall be exercised by delivery by Landlord of written notice thereof to
Tenant and all known subtenants under any sublease.

         32.       SIGNS

         All signs and graphics of every kind visible in or from public view
or corridors or the exterior of the Premises shall be subject to Landlord's
prior written approval and shall be subject to any applicable governmental
laws, ordinances, and regulations and in compliance with Landlord's sign
criteria as same may exist from time to time or as set forth in Exhibit H
hereto and made a part hereof. Tenant shall remove all such signs and
graphics prior to the termination of this Lease. Such installations and
removals shall be made in a manner as to avoid damage or defacement of the
Premises; and Tenant shall repair any damage or defacement, including without
limitation, discoloration caused by such installation or removal. Landlord
shall have the right, at its option, to deduct from the Security Deposit such
sums as are reasonably necessary to remove such signs, including, but not
limited to, the costs and expenses associated with any repairs necessitated
by such removal. Notwithstanding the foregoing, in no event shall any: (a)
neon, flashing or moving sign(s) or (b) sign(s) which shall interfere with
the visibility of any sign, awning, canopy, advertising matter, or decoration
of any kind of any other business or occupant of the Building or the Park be
permitted hereunder. Tenant further agrees to maintain any such sign, awning,
canopy, advertising matter, lettering, decoration or other thing as may be
approved in good condition and repair at all times.

         33.       MORTGAGEE PROTECTION

                                       -33-

<PAGE>

         Upon any default on the part of Landlord, Tenant will give written
notice by registered or certified mail to any beneficiary of a deed of trust
or mortgagee of a mortgage covering the Premises who has provided Tenant with
notice of their interest together with an address for receiving notice, and
shall offer such beneficiary or mortgagee a reasonable opportunity to cure
the default (which, in no event shall be less than ninety (90) days),
including time to obtain possession of the Premises by power of sale or a
judicial foreclosure, if such should prove necessary to effect a cure. If
such default cannot be cured within such time period, then such additional
time as may be necessary will be given to such beneficiary or mortgagee to
effect such cure so long as such beneficiary or mortgagee has commenced the
cure within the original time period and thereafter diligently pursues such
cure to completion, in which event this Lease shall not be terminated while
such cure is being diligently pursued. Tenant agrees that each lender to whom
this Lease has been assigned by Landlord is an express third party
beneficiary hereof. Tenant shall not make any prepayment of Rent more than
one (1) month in advance without the prior written consent of each such
lender, except if Tenant is required to make quarterly payments of Rent in
advance pursuant to the provisions of Section 8 above. Tenant waives the
collection of any deposit from such lender(s) or any purchaser at a
foreclosure sale of such lender(s)' deed of trust unless the lender(s) or
such purchaser shall have actually received and not refunded the deposit.
Tenant agrees to make all payments under this Lease to the lender with the
most senior encumbrance upon receiving a direction, in writing, to pay said
amounts to such lender. Tenant shall comply with such written direction to
pay without determining whether an event of default exists under such
lender's loan to Landlord.

         34.       QUITCLAIM

         Upon any termination of this Lease, Tenant shall, at Landlord's
request, execute, have acknowledged and deliver to Landlord a quitclaim deed
of Tenant's interest in and to the Premises. If Tenant fails to so deliver to
Landlord such a quitclaim deed, Tenant hereby agrees that Landlord shall have
the full authority and right to record such a quitclaim deed signed only by
Landlord and such quitclaim deed shall be deemed conclusive and binding upon
Tenant.

         35.      MODIFICATIONS FOR LENDER

         If, in connection with obtaining financing for the Premises or any
portion thereof, Landlord's lender shall request reasonable modification(s)
to this Lease as a condition to such financing, Tenant shall not unreasonably
withhold, delay or defer its consent thereto, provided such modifications do
not materially adversely affect Tenant's rights hereunder or the use,
occupancy or quiet enjoyment of Tenant hereunder.

         35.       WARRANTIES OF TENANT

         Tenant hereby warrants and represents to Landlord, for the express
benefit of Landlord, that Tenant has undertaken a complete and independent
evaluation of the risks inherent in the execution of this Lease and the
operation of the Premises for the use permitted hereby, and that, based upon
said independent evaluation, Tenant has elected to enter into this Lease and
hereby assumes all risks with respect thereto. Tenant hereby further warrants
and represents to Landlord, for the express benefit of Landlord, that in
entering into this Lease, Tenant has not relied upon any statement, fact,
promise or representation (whether express or implied, written or

                                       -34-

<PAGE>

oral) not specifically set forth herein in writing and that any statement,
fact, promise or representation (whether express or implied, written or oral)
made at any time to Tenant, which is not expressly incorporated herein in
writing, is hereby waived by Tenant.

         36.       COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT

         Landlord and Tenant hereby agree and acknowledge that the Premises,
the Building and/or the Park may be subject to the requirements of the
Americans with Disabilities Act, a federal law codified at 42 U.S.C. 12101 et
seq, including, but not limited to Title HI thereof, all regulations and
guidelines related thereto, together with any and all laws, rules,
regulations, ordinances, codes and statutes now or hereafter enacted by local
or state agencies having jurisdiction thereof, including all requirements of
Title 24 of the State of California, as the same may be in effect on the date
of this Lease and may be hereafter modified, amended or supplemented
(collectively, the "ADA"). Tenant shall be solely responsible for conducting
its own independent investigation of this matter and for ensuring that the
design of all improvements or alterations to be made to the Premises by, or
on behalf of, Tenant strictly comply with all requirements of the ADA.
Subject to reimbursement pursuant to Section 6 of the Lease, if any barrier
removal work or other work is required to the Building, the Common Areas or
the Park under the ADA, then such work shall be the responsibility of
Landlord; provided, if such work is required under the ADA as a result of
Tenant's use of the Premises or any work or alteration made to the Premises
by or on behalf of Tenant, then such work shall be performed by Landlord at
the sole cost and expense of Tenant. Except as otherwise expressly provided
in this provision, Tenant shall be responsible at its sole cost and expense
for fully and faithfully complying with all applicable requirements of the
ADA, including without limitation, not discriminating against any disabled
persons in the operation of Tenant's business in or about the Premises, and
offering or otherwise providing auxiliary aids and services as, and when,
required by the ADA. Within ten (10) days after receipt, Landlord and Tenant
shall advise the other party in writing, and provide the other with copies of
(as applicable), any notices alleging violation of the ADA relating to any
portion of the Premises or the Building; any claims made or threatened in
writing regarding noncompliance with the ADA and relating to any portion of
the Premises or the Building; or any governmental or regulatory actions or
investigations instituted or threatened regarding noncompliance with the ADA
and relating to any portion of the Premises or the Building. Tenant shall and
hereby agrees to protect, defend (with counsel acceptable to Landlord) and
hold Landlord and the other Indemnitees harmless and indemnify the
Indemnitees from and against all liabilities, damages, claims, losses,
penalties, judgments, charges and expenses (including reasonable attorneys'
fees, costs of court and expenses necessary in the prosecution or defense of
any litigation including the enforcement of this provision) arising from or
in any way related to, directly or indirectly, Tenant's or Tenant's
Representatives' violation or alleged violation of the ADA. Tenant agrees
that the obligations of Tenant herein shall survive the expiration or earlier
termination of this Lease.

         37.       BROKERAGE COMMISSION

         Landlord and Tenant each represents and warrants for the benefit of
the other that it has had no dealings with any real estate broker, agent or
finder in connection with the Premises and/or the negotiation of this Lease,
except for the Broker(s) (as set forth on Page 1), and that it knows of no
other real estate broker, agent or finder who is or might be entitled to a
real estate

                                       -35-

<PAGE>

brokerage commission or finder's fee in connection with this Lease or
otherwise based upon contacts between the claimant and Tenant. Each party
shall indemnify and hold harmless the other from and against any and all
liabilities or expenses arising out of claims made for a fee or commission by
any real estate broker, agent or finder in connection with the Premises and
this Lease other than Broker(s), if any, resulting from the actions of the
indemnifying party. Any real estate brokerage commission or finder's fee
payable to the Broker(s) in connection with this Lease shall only be payable
and applicable to the extent of the initial Term of the Lease and to the
extent of the Premises as same exist as of the date on which Tenant executes
this Lease. Unless expressly agreed to in writing by Landlord and Broker(s),
no real estate brokerage commission or finder's fee shall be owed to, or
otherwise payable to, the Broker(s) for any renewals or other extensions of
the initial Term of this Lease or for any additional space leased by Tenant
other than the Premises as same exists as of the date on which Tenant
executes this Lease. Tenant further represents and warrants to Landlord that
Tenant will not receive (i) any portion of any brokerage commission or
finder's fee payable to the Broker(s) in connection with this Lease or (ii)
any other form of compensation or incentive from the Broker(s) with respect
to this Lease.

         38.       QUIET ENJOYMENT

         Landlord covenants with Tenant, upon the paying of Rent and
observing and keeping the covenants, agreements and conditions of this Lease
on its part to be kept, and during the periods that Tenant is not otherwise
in default of any of the terms or provisions of this Lease, and subject to
the rights of any of Landlord's lenders, (i) that Tenant shall and may
peaceably and quietly hold, occupy and enjoy the Premises and the Common
Areas during the Term of this Lease, and (ii) neither Landlord, nor any
successor or assign of Landlord, shall disturb Tenant's occupancy or
enjoyment of the Premises and the Common Areas.

         39.       LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED
                   OBLIGATIONS

         Notwithstanding anything to the contrary contained in this Lease, if
Tenant shall fail to perform any of the terms, provisions, covenants or
conditions to be performed or complied with by Tenant pursuant to this Lease,
and/or if the failure of Tenant relates to a matter which in Landlord's
judgment reasonably exercised is of an emergency nature and such failure
shall remain uncured for a period of time commensurate with such emergency,
then Landlord may, at Landlord's option without any obligation to do so, and
in its sole discretion as to the necessity therefor, perform any such term,
provision, covenant, or condition, or make any such payment and Landlord by
reason of so doing shall not be liable or responsible for any loss or damage
thereby sustained by Tenant or anyone holding under or through Tenant. If
Landlord so performs any of Tenant's obligations hereunder, the full amount
of the cost and expense entailed or the payment so made or the amount of the
loss so sustained shall immediately be owing by Tenant to Landlord, and
Tenant shall promptly pay to Landlord upon demand, as Additional Rent, the
full amount thereof with interest thereon from the date of payment at the
greater of

                                       -36-

<PAGE>

(i) ten percent (10%) per annum, or (ii) the highest rate permitted by
applicable law and Enforcement Expenses.

         IN WITNESS WHEREOF, this Lease is executed by the parties as of the
Lease Date referenced on Page 1 of this Lease.


                           TENANT:

                           DELTAGEN, INC., a Delaware corporation

                           By:       /s/ William Matthews
                              ------------------------------------

                           Its:      Chief Executive Officer
                               -----------------------------------

                           Date:     May 15, 1999
                                ----------------------------------

                           LANDLORD:

                           WILLOW PARK HOLDING COMPANY II, LLC

                           By:    AMB Property, L.P., its Manager

                           By:    AMB Property Corporation, its General Partner

                                  By:       /s/ Gayle Stars
                                     ------------------------------

                                  Its:      Vice President
                                     ------------------------------

                                  Date:     May 26, 1999
                                       ----------------------------

              If Tenant is a CORPORATION, the authorized officers must sign
on behalf of the corporation and indicate the capacity in which they are
signing. The Lease must be executed by the president or vice-president and
the secretary or assistant secretary, unless the bylaws or a resolution of
the board of directors shall otherwise provide, in which event, the bylaws or
a certified copy of the resolution, as the case may be, must be attached to
this Lease.

                                       -37-

<PAGE>

                                    EXHIBIT A

                                    PREMISES


         This exhibit, entitled "Premises", is and shall constitute EXHIBIT A
to that certain Lease Agreement dated April 9, 1999 (the "Lease"), by and
between Willow Park Holding Company II, a Delaware limited liability company
("Landlord") and Deltagen, Inc., a California corporation ("Tenant") for the
leasing of certain premises located in the Willow Park at Building E, 1003
Hamilton Court, Menlo Park, California (the "Premises").

         The Premises consist of the rentable square footage of space
specified in the Basic Lease Information and has the address specified in the
Basic Lease Information. The Premises are a part of and are contained in the
Building specified in the Basic Lease Information. The area below depicts the
Premises within the Building:

<PAGE>

                                    EXHIBIT B

                               TENANT IMPROVEMENTS


         This exhibit, entitled "Tenant Improvements", is and shall
constitute EXHIBIT B to that certain Lease Agreement dated April 9, 1999 (the
"Lease"), by and between Willow Park Holding Company H, a Delaware limited
liability company ("Landlord") and Deltagen, Inc., a California corporation
("Tenant") for the leasing of certain premises located in the Willow Park at
Building E, 1003 Hamilton Court, Menlo Park, California (the "Premises"). The
terms, conditions and provisions of this EXHIBIT B are hereby incorporated
into and are made a part of the Lease. Any capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms as
set forth in the Lease:

         TENANT IMPROVEMENTS, AS-IS CONDITION: Tenant hereby accepts the
Premises as suitable for Tenant's intended use and as being in good operating
order, condition and repair, "AS-IS", and without representation or warranty
by Landlord nor any of Landlord's agents, representatives or employees as to
the suitability, fitness, condition, use or occupancy which may be made
thereof. Tenant further acknowledges and agrees that neither Landlord nor any
of Landlord's agents, representatives or employees has agreed to undertake
any alterations or construct any improvements ("Tenant Improvements") to the
Premises. Any exceptions to the foregoing must be by written agreement
executed by Landlord and Tenant.

<PAGE>

                            EXHIBIT C TO LEASE AGREEMENT

                               RULES & REGULATIONS


         This exhibit, entitled "Rules & Regulations", is and shall
constitute EXHIBIT C to that certain Lease Agreement dated April 9, 1999 (the
"Lease"), by and between Willow Park Holding Company II, a Delaware limited
liability company ("Landlord") and Deltagen, Inc., a California corporation
("Tenant") for the leasing of certain premises located in the Willow Park at
Building E, 1003 Hamilton Court, Menlo Park, California (the "Premises"). The
terms, conditions and provisions of this EXHIBIT C are hereby incorporated
into and are made a part of the Lease. Any capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms as
set forth in the Lease:

         1.        No advertisement, picture or sign of any sort shall be
displayed on or outside the Premises or the Building without the prior
written consent of Landlord. Landlord shall have the right to remove any such
unapproved item without notice and at Tenant's expense.

         2.        Tenant shall not regularly park motor vehicles in
designated parking areas after the conclusion of normal daily business
activity.

         3.        Tenant shall not use any method of heating or air
conditioning other than that supplied by Landlord without the prior written
consent of Landlord.

         4.        All window coverings installed by Tenant and visible from
the outside of the Building require the prior written approval of Landlord.

         5.        Tenant shall not use, keep or permit to be used or kept
any foul or noxious gas or substance or any flammable or combustible
materials on or around the Premises, the Building or the Park.

         6.        Tenant shall not alter any lock or install any new locks
or bolts on any door at the Premises without the prior consent of Landlord.

         7.        Tenant agrees not to make any duplicate keys without the
prior consent of Landlord.

         8.        Tenant shall park motor vehicles in those general parking
areas as designated by Landlord except for loading and unloading. During
those periods of loading and unloading, Tenant shall not unreasonably
interfere with traffic flow within the Park and loading and unloading areas
of other Tenants.

         9.        Tenant shall not disturb, solicit or canvas any occupant
of the Building or Park and shall cooperate to prevent same.

         10.       No person shall go on the roof without Landlord's
permission.

                                       -1-

<PAGE>

         11.       Business machines and mechanical equipment belonging to
Tenant which cause noise or vibration that may be transmitted to the
structure of the Building, to such a degree as to be objectionable to
Landlord or other Tenants, shall be placed and maintained by Tenant, at
Tenant's expense, on vibration eliminators or other devices sufficient to
eliminate noise or vibration.

         12.       All goods, including material used to store goods,
delivered to the Premises of Tenant shall be immediately moved into the
Premises and shall not be left in parking or receiving areas overnight.

         13.       Tractor trailers which must be unhooked or parked with
dolly wheels beyond the concrete loading areas must use steel plates or wood
blocks under the dolly wheels to prevent damage to the asphalt paving
surfaces. No parking or storing of such trailers will be permitted in the
auto parking areas of the Park or on streets adjacent thereto.

         14.       Forklifts which operate on asphalt paving areas shall not
have solid rubber tires and shall only use tires that do not damage the
asphalt.

         15.       Tenant is responsible for the storage and removal of all
trash and refuse. All such trash and refuse shall be contained in suitable
receptacles stored behind screened enclosures at locations approved by
Landlord.

         16.       Tenant shall not store or permit the storage or placement
of goods, or merchandise or pallets or equipment of any sort in or around the
Premises, the Building, the Park or any of the Common Areas of the foregoing.
No displays or sales of merchandise shall be allowed in the parking lots or
other Common Areas.

         17.       Tenant shall not permit any animals, including, but not
limited to, any household pets, to be brought or kept in or about the
Premises, the Building, the Park or any of the Common Areas of the foregoing.

         18.       Tenant shall not permit any motor vehicles to be washed on
any portion of the Premises or in the Common Areas of the Park, nor shall
Tenant permit mechanical work or maintenance of motor vehicle's to be
performed on any portion of the Premises or in the Common Areas of the Park.

                                       -2-

<PAGE>

                                    EXHIBIT D

                                   WILLOWPARK

            DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

         This Declaration of Covenants, Conditions and Restrictions
(hereinafter called "Declaration") is made this twenty-fifth day of August
1979, by LINCOLN PROPERTY COMPANY NO. 238, A CALIFORNIA LIMITED PARTNERSHIP
(PHASES 1 & 2); LINCOLN PROPERTY COMPANY NO. 287, LTD., A CALIFORNIA LIMITED
PARTNERSHIP (PHASE 3); LINCOLN PROPERTY COMPANY NO. 355, LTD., A CALIFORNIA
LIMITED PARTNERSHIP (PHASE 4); LINCOLN PROPERTY COMPANY NO. 440, LTD., A
CALIFORNIA LIMITED PARTNERSHIP (PHASE 5); LINCOLN PROPERTY COMPANY NO. 1179,
A CALIFORNIA LIMITED PARTNERSHIP (PHASE 6); LINCOLN PROPERTY COMPANY NO. 2036
LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP (PHASE 7) (hereinafter
called "Lincoln Property Company").

                                    RECITALS

         1.   Declarant is, or at the time of recording this Declaration will
be, the Owner in fee of all that certain real property which is situated in
the City of Menlo Park, County of San Mateo, State of California, described
on the map (hereinafter called "Map") entitled "Menlo Industrial Center,
Menlo Park, California" which Map is filed in the office of the Recorder of
the County of San Mateo, State of California, on October 1, 1979, in Book No.
99 of Maps, at pages 81, 82 and 83.

         2.   As Owner of the real property described in Paragraph 1 of these
Recitals, Declarant has executed this Declaration for the purpose of imposing
upon all portions of said real property (other than Parcel E as shown on the
Map) a general plan of improvement for the benefit of said real property
(other than said Parcel E) and its present and future owners. Said real
property (other than Parcel E) is hereinafter called the "Property."

         NOW, THEREFORE, Declarant hereby declares that the Property is now
held, and shall hereafter be held, developed, encumbered, hypothecated,
transferred, sold, leased, conveyed, improved, used and occupied subject to
the covenants, conditions, restrictions and limitations hereinafter set
forth, all of which are declared to be in furtherance of a plan for the
development and operation of a landscaped business and industrial park and
are established for the purpose of enhancing and protecting the value,
attractiveness and desirability of the Property and every part thereof. Each
of the covenants, conditions, restrictions and limitations set forth herein
shall run with the land, and every part thereof, and shall burden as well as
inure to the benefit of and pass with each and every portion of the Property
hereinafter developed, encumbered, hypothecated, transferred, sold, leased,
conveyed, improved, used or occupied and shall apply to and bind any and all
parties having or acquiring any right, title, license or interest in the
Property or any part thereof.

                                       -1-

<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

         Unless the context otherwise specifies or requires, the terms
defined in this Article I shall, for all purposes of this Declaration, have
the meanings herein specified.

         1.1       BUILDING. "Building" shall mean the principal structure or
structures on any Site, including all garages, outside platforms,
outbuildings, docks and the like.

         1.2       DECLARANT. "Declarant shall mean Lincoln Property Company,
its successors and assigns, Declarant's assigns shall be deemed to include
any party whom Declarant designates, by means of a notice recorded in the
Official Records of San Mateo County, as the party who, from and after the
date such notice is recorded, will perform Declarant's functions under this
Declaration.

         1.3       DEED OF TRUST. "Deed of Trust" shall mean, with respect to
any portion of the property, a duly recorded Deed of Trust, mortgage or other
instrument which created a lien on the portion of the Property is describes.

         1.4       IMPROVEMENTS. "Improvements" shall mean and include
without limitation buildings, outbuildings, pedestrian and vehicle access
facilities, parking areas, loading areas, fences, walls, hedged mass
plantings, landscaping, poles, signs and any structures of any type or kind.

         1.5       OWNER. "Owner" shall mean any person, firm, corporation or
other legal entity (including Declarant) which owns fee title to a Site, as
shown by the Official Records of the County of San Mateo; provided, however,
that the term "Owner" shall not include a mortgage or beneficiary under a
deed of trust holding a security interest in a Site unless such mortgagee or
beneficiary is in actual physical possession of the Site.

         Whenever this Declaration creates or imposes an obligation with
respect to a Site, the Owner of the Site shall be responsible for the timely
and proper performance of the obligation, notwithstanding any delegation of
such responsibility by lease, contract, or otherwise to another party.

         1.6       PROPERTY. "Property" shall mean that certain real property
subject to the covenants, conditions and restrictions set forth herein,
namely, that real property described on Exhibit A attached hereto and
incorporated herein.

         1.7       SITE. "Site" shall mean a continuous area of land within
the Property which is owned of record by the same Owner, whether shown as one
parcel on any recorded map or as a combination of parcels or of portions
thereof.

                                 ARTICLE II
                             REGULATION OF USES

         2.1       PERMITTED USES. Unless otherwise specifically prohibited
herein, or by applicable law, any business/industrial use will be permissible
if it does not constitute a nuisance to adjacent

                                       -2-

<PAGE>

Sites. Permitted uses will include, but not be limited to, manufacturing,
warehousing, distribution, cartage, processing, storage, wholesaling, office,
laboratory, professional and research and development.

         2.2       NUISANCE. No noxious or offensive activity shall be
carried on nor shall anything be done on any Site which may be or become an
annoyance or nuisance to the Owners or occupants of other Sites, or which
will be offensive to the Owners or occupants of other Sites by reason of
odor, fumes, discharge of any chemical or industrial waste above or below
ground, dust, dirt, fly-ash, smoke, noise, glare or which will be hazardous
by reason of danger of fire or explosion or any other hazard.

         2.3       RIGHT OF ENTRY. During reasonable hours and subject to
reasonable security requirements, Declarant or its authorized representative
shall have the right to enter upon and inspect any Building and/or Site and
the Improvements thereon for the purpose of ascertaining whether or not the
provisions of this Declaration have been or are being complied with and shall
not be deemed guilty of trespass by reason of such entry.

                                   ARTICLE III
                            REGULATION OF IMPROVEMENTS

         3.1       MINIMUM SETBACK LINES.

         (a)       GENERAL. No Improvement and no part thereof shall be
placed on any Site closer to a property line than herein provided. The
following Improvements are specifically excluded from these setback
provisions:

                   (1)       Roof overhang, subject to the specific approval
of Declarant in writing.

                   (2)       Steps and walks.

                   (3)       Paving and associated curbing, except that
vehicle parking areas shall not be permitted within ten (10) feet of the
street property line or lines.

                   (4)       Fences, except that no fence shall be placed
within the street setback area unless specific approval is given by Declarant
in writing.

                   (5)       Landscaping.

                   (6)       Planters, not to exceed three (3) feet in height.

                   (7)       Railroad spur tracks, switches and bumpers,
provided that the location of such tracks, switches and bumpers is
specifically approved by Declarant in writing.

                   (8)       Displays identifying the Owner, Lessee or
occupant, subject to the specific approval of Declarant in writing.

                                       -3-

<PAGE>

                   (b)       SETBACK FROM INTERIOR PROPERTY LINES. No setback
is established from a rear or side interior property line. The interior lot
lines for a comer lot shall be considered to have a real property line.

                   (c)       SETBACK STREET PROPERTY LINES.  The setback line
is established as twenty (20) feet from property line on all streets on the
property.

                   3.2       COMPLETION OF CONSTRUCTION. After commencement
of construction of any Improvement, the Owner shall diligently prosecute the
work thereon to the end that the Improvement shall not remain in a partly
finished condition any longer than reasonably necessary for the completion
thereof.

                   3.3       No excavation shall be made except in connection
with construction of an Improvement, and upon completion thereof, exposed
openings shall be backfilled and disturbed ground shall be graded and leveled.

                   3.4       LANDSCAPING.

                   (a)       Every Site on which a Building shall have been
placed shall, be landscaped according to plans approved as specified herein
and maintained thereafter in a slightly and well-kept condition.

                   (b)       An Owner, Lessee or occupant shall landscape and
maintain unpaved areas between the property lines and the setback lines.

                   (c)       An Owner, Lessee or occupant shall provide hose
bibs and maintenance facilities in the vicinity of the landscaped areas.

                   (d)       Landscape as approved by Declarant shall be
installed within ninety (90) days of occupancy or completion of the Building,
whichever occurs first,

                   3.5       SITE MAINTENANCE. All Improvements on each Site
including, without limitation, all walks, driveways, fences, parking areas,
landscaping and the exterior of all structures on each Site, shall be
maintained free of litter and debris and in good condition, order and repair.
Landscaping shall be kept in thriving condition, weed-free and neatly
trimmed. All undeveloped Sites shall be kept clean, mowed and in a condition
so as not to be a dust or weed problem.

                   3.6       SIGNS AND LIGHTING.  No signs or displays shall
be created on any Site, other than the following:

                  (a)        Signs identifying the name, building and
business of any person or firm occupying a Site, the size, design and color
of which has been specifically approved by Declarant in writing; and

                  (b)        Offering a Site for sale or lease if Declarant
has specifically approved said signs.

                   All signs and displays shall be located below the roof
line of the building and shall comply with all applicable laws and ordinances.

                                       -4-
<PAGE>

         Lighting shall be restricted to parking and security lights, fire
lighting and low-level sign illumination and floodlighting of buildings or
landscaping. All lighting shall be shielded and contained within property
lines.

         3.7       PARKING AREAS. Adequate parking on a Site shall be
provided to accommodate all parking needs for employees, visitors and company
vehicles. There shall also be adequate areas provided for truck loading and
unloading. The intent of this provision is to eliminate the need for any
on-street parking. If parking or loading requirements increase as a result of
a change in use or number of employees, additional off-street parking shall
be provided to satisfy the intent of this section.

         3.8       BUILDING REGULATIONS.  Any building erected on a Site
shall conform to the following construction practices:

         (a)       Exterior walls of sheet or corrugated iron, steel,
aluminum or asbestos will be permitted only upon specific approval in writing
by Declarant.

         (b)       Exterior walls shall be painted, or suitably treated in a
manner acceptable to Declarant.

                                    ARTICLE IV
                                APPROVAL OF PLANS

         4.1       No Improvement shall be erected, placed, altered,
maintained or permitted to remain on any land subject to these restrictions
until plans and specifications showing plot layout, including parking and all
exterior elevations, with materials and colors, have been submitted to and
approved in writing by Declarant. Said approval shall be in addition to any
approvals and/or permits required by the City of Menlo Park or any other
legal entity having jurisdiction. Such plans and specifications shall be
submitted in writing over the signature of the Owner of Lessee of the Site or
his authorized agent.

         4.2       Approval shall be based, among other things, on adequacy
of Site dimensions, adequacy of structural design, conformity and harmony of
external design with neighboring Improvements, effect of location and use of
Improvements on neighboring Sites; proper facing of main elevation with
respect to nearby streets; and conformity of the plans and specifications to
the purpose and general plan and intent of these restrictions. Declarant
shall not arbitrarily or unreasonably withhold its approval of such plans and
specifications.

         4.3       If Declarant fails either to approve or to disapprove such
plans and specifications within thirty (30) days after the same have been
submitted to it, it shall be conclusively presumed that Declarant has
approved said plans and specifications, subject, however, to the restrictions
contained in ARTICLE III hereof.

         4.4       Notwithstanding anything to the contrary herein contained,
after the expiration of one year from the date of issuance of a building
permit by municipal or other governmental authority for any Improvement, said
Improvement shall, in favor of purchasers and encumbrancers in good faith and
for value, be deemed to be in compliance with all provisions of this ARTICLE
IV, unless actual notice of such non-compliance or non-completion executed by

                                       -5-

<PAGE>

Declarant shall appear of record in the office of the County Recorder of San
Mateo County, California, or unless legal proceedings shall have been
instituted to enforce compliance or completion.

         4.5       FEE. An architectural review fee shall be paid to
Declarant at the time plans are submitted for approval based upon the
following schedule:

         (a)       When the plans submitted are prepared by an architect
licensed to practice in the State of California, the architectural review fee
shall be $100.00.

         (b)       In all other cases, the architectural review fee shall be
$200.00.

                                    ARTICLE V
                          DURATION AND MODIFICATION AND REPEAL

         5.1       TERM. This Declaration, every provision hereof and every
covenant, conditions and restriction contained herein shall continue in full
force and effect for a period of sixty (60) years from the date hereof.

         5.2       TERMINATION AND MODIFICATION. This Declaration or any
provisions thereof or any covenant, condition or restriction contained herein
may be terminated, extended, modified or amended as to the whole of said
property or any portion thereof, with the written consent of the Owners of
sixty-five percent (65%) in area of the Property; provided that so long as
Declarant owns at least twenty percent (20%) in area of the Property, no such
termination, extension, modification or amendment shall be effective without
Declarant's written approval. No termination, extension, modification or
amendment hereof shall be effective until a written instrument embodying the
same has been executed and recorded in the Official Records of San Mateo
County.

                                    ARTICLE VI
                                    ENFORCEMENT

         6.1       ABATEMENT AND SUIT. Violation or breach of any restriction
herein contained shall give to Declarant the right to enter upon the Property
upon or as to which said violation or breach exists and summarily to abate
and remove at the expense of the Owner, Lessee or occupant thereof any
structure, thing or condition that may be or exist thereon contrary to the
intent and meaning of the provisions hereof, or to prosecute a proceeding at
law or in equity against the person or persons who have violated or are
attempting to violate any of these restrictions to enjoin or prevent them
from doing so, to cause said violation to be remedied or to recover damages
for said violation. In addition, every Owner of a Site shall have the right,
in the event of violation or breach of any restriction herein contained, to
prosecute a proceeding at law or in equity against the person or persons who
have violated or are attempting to violate any of these restrictions to
enjoin or to recover damages for said violation. All remedies provided herein
or at law or in equity shall be cumulative and not exclusive.

         6.2       DEEMED TO CONSTITUTE A NUISANCE. The result of every
action or omission whereby any restriction herein contained is violated in
whole or in part is hereby declared to be and to constitute a nuisance. Every
remedy allowed by law or equity against an Owner, either

                                       -6-

<PAGE>

public or private, shall be applicable against every such result and may be
exercised by Declarant or by any Owner of property subject hereto. Any costs
or expenses paid or incurred by Declarant or an Owner (collectively referred
to as "Declarant" in this Section 6.2) in abating such nuisance or
prosecuting any such remedy (including all reasonable attorneys' fees and
costs of collection), together with interest thereon at the rate of ten
percent (10%) per annum, shall be a charge against the Site on which the
nuisance has occurred or is occurring, shall be a continuing lien thereon
until paid, and shall also be the personal obligation of the Owner of such
Site when such charges became due and who committed such breach or violation.
In addition to any other rights or remedies hereunder, Declarant may deliver
to the Owner of the Site on which the nuisance has occurred or is occurring
and record with the San Mateo County Recorder a certificate of notice of
claim of lien. If the violation recited in such lien claim has not been cured
to Declarant's satisfaction and any recited amounts so charged have not been
paid within thirty (30) days thereafter, Declarant or its authorized
representative may foreclose such lien by a sale conducted pursuant to
Sections 2924, 2924b and 2924c of the California Civil Code, as amended from
time to time, or other statues applicable to the exercise of powers of sales
in mortgages or Deeds of Trust, or in any other manner permitted by law.
Declarant, through its authorized representatives, may bid on and acquire any
land subject to such lien at any such foreclosure sale. If the violations
recited in such lien claim are timely cured and any recited amounts timely
paid as provided above, Declarant shall forthwith record an appropriate
release of such lien at Declarant's sole expense.

         6.3       ATTORNEYS' FEES. In any legal or equitable proceeding for
the enforcement or to restrain the violation of this Declaration or any
provision hereof, the losing party or parties shall pay the attorneys' fees
of the prevailing party or parties, in such amount as may be fixed by the
court in such proceedings.

         6.4       FAILURE TO ENFORCE NOT A WAIVER OF RIGHTS. The failure of
Declarant or any Owner to enforce any restriction herein contained shall in
no event be deemed to be a waiver of the right to do so thereafter nor of the
right to enforce any other restriction.

                                   ARTICLE VII
                              MISCELLANEOUS PROVISIONS

         7.1       ASSIGNMENT OF DECLARANT'S RIGHTS AND DUTIES. Declarant
may assign any and all of its rights, powers, reservations and obligations
hereunder to any person, corporation or association. To be effective, any
such assignments must be accepted in writing by the assignee and the
acceptance must be recorded in the Official Records of San Mateo County. To
the extent of the assignment, the assignee shall have the same rights,
obligations, duties and powers and be subject to the same obligations and
duties as given to and assumed by Declarant herein. The term Declarant as
used herein includes all such assignees and their heirs, successors and
assigns. Declarant may also resign as Declarant by recording a written notice
of resignation in the Official Records of San Mateo County and mailing a copy
thereof to each then Owner. The resignation shall be effective on the date it
is recorded and Declarant shall thereafter have no further rights, powers,
reservations, obligation or liabilities hereunder. If at any time Declarant
either resigns or ceases to exist without making an assignment of its
authority as Declarant, a

                                       -7-

<PAGE>

successor Declarant may be appointed in the same manner as this Declaration
may be terminated, extended, modified or amended under Section 2 of
ARTICLE IV.

         7.2       CONSTRUCTIVE NOTICE AND ACCEPTANCE. Every person or other
entity who now or hereafter owns or acquires any right, title or interest in
or to any portion of the Property is and shall be conclusively deemed to have
consented and agreed to every covenant, condition and restriction contained
herein, whether or not any reference to this Declaration is contained in the
instrument by which such person or entity acquired an interest in said
property.

         7.3       WAIVER. Neither Declarant nor its successors or assigns
shall be liable to any Owner, Lessee, licensee or occupant of land subject to
his Declarant by reason of any mistake in judgment, negligence, nonfeasance,
action or inaction and/or for the enforcement or failure to enforce any
provision of this Declaration. Every Owner, Lessee, licensee or occupant of
any of said property by acquiring his interest therein agrees that he will
not bring any action or suit against Declarant to recover any damages or to
seek equitable relief because of any mistake in judgment, negligence,
nonfeasance, action or inaction and/or the enforcement or failure to enforce
any provision of this Declaration.

         7.4       MUTUALITY, RECIPROCITY, RUNS WITH LAND. All covenants,
conditions, restrictions and agreements contained herein are made for the
direct, mutual and reciprocal benefit of each and every part and parcel of
the property now or hereafter made subject to this Declaration, shall create
reciprocal rights and obligations between the respective Owners of all
parcels and private of contract and estate between all grantees of said
parcels, their heirs, successors and assigns, and shall, as to the Owner of
each parcel, his heirs, successors and assigns, operate as covenants running
with the land for the benefit of all other parcels.

         7.5       RIGHTS OF BENEFICIARIES. No breach of the restrictions and
other provisions contained herein shall defeat or render invalid the lien of
any Deed of Trust now or hereafter executed upon land subject to these
restrictions; provided, however, that if any portion of said property is sold
under a foreclosure of any mortgage or under the provisions of any deed of
trust, any purchaser at such sale and his successors and assigns shall hold
any and all property so purchased subject to all of the restrictions and
other provisions of this Declaration.

         7.6       PARAGRAPH HEADINGS. Paragraph headings, where used herein,
are inserted for convenience only and are not intended to be a part of this
Declaration or in any way to define, limit or describe the scope and intent
to the particular paragraphs to which they refer.

         7.7       EFFECT OF INVALIDATION. If any provision of this
Declaration is held to be invalid by any court, the invalidity of such
provision shall not affect the validity of the remaining provisions hereof.

         7.8       EXISTING IMPROVEMENTS.  Improvements which are completely
constructed on the date this Declaration is recorded are deemed to satisfy
all the requirements hereof.

         7.9       ESTOPPEL CERTIFICATE. At the request of an Owner,
Declarant shall supply to such Owner or any actual or potential encumbrancer
or purchaser of a Site a written certificate stating that there are no
violations hereof, or if there are any such violations, the nature of such

                                       -8-

<PAGE>

violations. Such certificate shall be delivered within ten (10) working days
after such request by an Owner.




                                       -9-

<PAGE>

                                    EXHIBIT E
                      HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE


         Your cooperation in this matter is appreciated. Initially, the
information provided by you in this Hazardous Materials Disclosure
Certificate is necessary for the Landlord (identified below) to evaluate and
finalize a lease agreement with you as Tenant. After a lease agreement is
signed by you and the Landlord (the "Lease Agreement"), on an annual basis in
accordance with the provisions of Section 29 of the signed Lease Agreement,
you are to provide an update to the information initially provided by you in
this certificate. The information contained in the initial Hazardous
Materials Disclosure Certificate and each annual certificate provided by you
thereafter will be maintained in confidentiality by Landlord subject to
release and disclosure as required by (i) any lenders and owners and their
respective environmental consultants, (ii) any prospective purchaser(s) of
all or any portion of the property on which the Premises are located, (iii)
Landlord to defend itself or its lenders, partners or representatives against
any claim or demand, and (iv) any laws, rules, regulations, orders, decrees,
or ordinances, including, without limitation, court orders or subpoenas. Any
and all capitalized terms used herein, which are not otherwise defined
herein, shall have the same meaning ascribed to such term in the signed Lease
Agreement. Any questions regarding this certificate should be directed to,
and when completed, the certificate should be delivered to:

         Landlord:
                       -----------------------------------------------------

                       -----------------------------------------------------
                           c/o Legacy Partners Commercial, Inc.
                           101 Lincoln Centre Drive, Fourth Floor
                           Foster City, California 94404
                           Attn:
                           Phone:  (650) 571-2200

Name of (Prospective) Tenant:
                             ------------------------------------------------


Mailing Address:
                -------------------------------------------------------------


Contact Person, Title and Telephone Number(s):
                                              -------------------------------



Contact Person for Hazardous Waste Materials Management and Manifests and
Telephone Number(s):
                    --------------------------------------------------------

----------------------------------------------------------------------------

                                       -1-

<PAGE>

Address of (Prospective) Premises:
                                  ------------------------------------------


Length of (Prospective) Initial Term:
                                     ---------------------------------------

         1.       General Information:

                  Describe the initial proposed operations to take place in,
                  on, or about the Premises, including, without limitation,
                  principal products processed, manufactured or assembled
                  services and activities to be provided or otherwise
                  conducted. Existing Tenants should describe any proposed
                  changes to on-going operations.

         2.       Use, Storage and Disposal of Hazardous Materials

                  2.1      Will any Hazardous Materials be used, generated,
                           stored or disposed of in, on or about the
                           Premises? Existing Tenants should describe any
                           Hazardous Materials which continue to be used,
                           generated, stored or disposed of in, on or about
                           the Premises.

                           Wastes                    Yes [ ]           No [ ]
                           Chemical Products         Yes [ ]           No [ ]
                           Other                     Yes [ ]           No [ ]

                           If Yes is marked, please explain:
                                                            ------------------

                           ---------------------------------------------------

                  2.2      If Yes is marked in Section 2.1, attach a list of
                           any Hazardous Materials to be used, generated,
                           stored or disposed of in, on or about the
                           Premises, including the applicable hazard class
                           and an estimate of the quantities of such
                           Hazardous Materials at any given time; estimated
                           annual throughput; the proposed location(s) and
                           method of storage (excluding nominal amounts of
                           ordinary household cleaners and janitorial
                           supplies which are not regulated by any
                           Environmental Laws); and the proposed location(s)
                           and method of disposal for each Hazardous
                           Material, including, the estimated frequency, and
                           the proposed contractors or subcontractors.
                           Existing Tenants should attach a list setting
                           forth the information requested above and such
                           list should include actual data from on going
                           operations and the identification of any
                           variations in such information from the prior
                           year's certificate.

                                       -2-

<PAGE>

3.       STORAGE TANKS AND SUMPS

                  3.1      Is any above or below ground storage of gasoline,
                           diesel, petroleum, or other Hazardous Materials in
                           tanks or sumps proposed in, on or about the
                           Premises? Existing Tenants should describe any
                           such actual or proposed activities.

                           Yes [ ]          No [ ]

                           If yes, please explain:
                                                  ----------------------------

                           ---------------------------------------------------

                           ---------------------------------------------------

         4.       Waste Management

                  4.1      Has your company been issued an EPA Hazardous
                           Waste Generator I.D. Number? Existing Tenants
                           should describe any additional identification
                           numbers issued since the previous certificate.

                           Yes [ ]          No [ ]

                  4.2      Has your company filed a biennial or quarterly
                           reports as a hazardous waste generator?  Existing
                           Tenants should describe any new reports filed.

                           Yes [ ]          No [ ]

                           If yes, attach a copy of the most recent report
                           filed.

         5.       WASTEWATER TREATMENT AND DISCHARGE

                  5.1      Will your company discharge wastewater or other
                           wastes to:

                           _____ storm drain?           _____ sewer?
                           _____ surface water?         _____ no wastewater
                                                               or other wastes
                                                               discharged.

                  Existing Tenants should indicate any actual discharges. If
                  so, describe the nature of any proposed or actual
                  discharge(s).

                  5.2      Will any such wastewater or waste be treated
                           before discharge?

                           Yes [ ]          No [ ]

                           If yes, describe the type of treatment proposed to
                           be conducted. Existing Tenants should describe the
                           actual treatment conducted.

                                       -3-

<PAGE>

         6.       AIR DISCHARGES

                  6.1      Do you plan for any air filtration systems or
                           stacks to be used in your company's operations in,
                           on or about the Premises that will discharge into
                           the air; and will such air emissions be monitored?
                           Existing Tenants should indicate whether or not
                           there are any such air filtration systems or
                           stacks in use in, on or about the Premises which
                           discharge into the air and whether such air
                           emissions are being monitored.

                           Yes [ ]          No [ ]

                           If yes, please describe:



                  6.2      Do you propose to operate any of the following
                           types of equipment, or any other equipment
                           requiring an air emissions permit? Existing
                           Tenants should specify any such equipment being
                           operated in, on or about the Premises.

                           _____ Spray booth(s)  _____ Incinerator(s)
                           _____ Dip tank(s)     _____ Other (Please describe)
                           _____ Drying oven(s)  _____ No Equipment Requiring
                                                        Air Permits

                           If yes, please describe:

                           ---------------------------------------------------

                           ---------------------------------------------------

         7.       HAZARDOUS MATERIALS DISCLOSURES

                  7.1      Has your company prepared or will it be required
                           to prepare a Hazardous Materials management plan
                           ("Management Plan") pursuant to Fire Department or
                           other governmental or regulatory agencies'
                           requirements? Existing Tenants should indicate
                           whether or not a Management Plan is required and
                           has been prepared.

                           Yes [ ]          No [ ]

                           If yes, attach a copy of the Management Plan.
                           Existing Tenants should attach a copy of any
                           required updates to the Management Plan.

                  7.2      Are any of the Hazardous Materials, and in
                           particular chemicals, proposed to be used in your
                           operations in, on or about the Premises regulated
                           under Proposition 65? Existing Tenants should
                           indicate whether or not there are any new
                           Hazardous Materials being so used which are
                           regulated under Proposition 65.

                                       -4-

<PAGE>

                           Yes [ ]          No [ ]

                           If yes, please explain:
                                                  ----------------------------

                           ---------------------------------------------------

                           ---------------------------------------------------

         8.       ENFORCEMENT ACTIONS AND COMPLAINTS

                  8.1      With respect to Hazardous Materials or
                           Environmental Laws, has your company ever been
                           subject to any agency enforcement actions,
                           administrative orders, or consent decrees or has
                           your company received requests for information,
                           notice or demand letters, or any other inquiries
                           regarding its operations? Existing Tenants should
                           indicate whether or not any such actions, orders
                           or decrees have been, or are in the process of
                           being, undertaken or if any such requests have
                           been received.

                           Yes [ ]          No [ ]

                           If yes, describe the actions, orders or decrees
                           and any continuing compliance obligations imposed
                           as a result of these actions, orders or decrees
                           and also describe any requests, notices or
                           demands, and attach a copy of all such documents.
                           Existing Tenants should describe and attach a copy
                           of any new actions, orders, decrees, requests,
                           notices or demands not already delivered to
                           Landlord pursuant to the provisions of Section 29
                           of the signed Lease Agreement.

                  8.2      Have there ever been, or are there now pending,
                           any lawsuits against your company regarding any
                           environmental or health and safety concerns?

                           Yes [ ]          No [ ]

                           If yes, describe any such lawsuits and attach
                           copies of the complaint(s), cross-complaint(s),
                           pleadings and all other documents related thereto
                           as requested by Landlord. Existing Tenants should
                           describe and attach a copy of any new
                           complaint(s), cross-complaint(s), pleadings and
                           other related documents not already delivered to
                           Landlord pursuant to the provisions of Section 29
                           of the signed Lease Agreement.

                  8.3      Have there been any problems or complaints from
                           adjacent Tenants, owners or other neighbors at
                           your company's current facility with regard to
                           environmental or health and safety concerns?
                           Existing Tenants should indicate whether or not
                           there have been any such problems or complaints
                           from adjacent Tenants, owners or other neighbors
                           at, about or near the Premises.

                                       -5-

<PAGE>

                           Yes [ ]          No [ ]

                           If yes, please describe. Existing Tenants should
                           describe any such problems or complaints not
                           already disclosed to Landlord under the provisions
                           of the signed Lease Agreement.

         9.       PERMITS AND LICENSES

                  9.1      Attach copies of all Hazardous Materials permits
                           and licenses including a Transporter Permit number
                           issued to your company with respect to its
                           proposed operations in, on or about the Premises,
                           including, without limitation, any wastewater
                           discharge permits, air emissions permits, and use
                           permits or approvals. Existing Tenants should
                           attach copies of any new permits and licenses as
                           well as any renewals of permits or licenses
                           previously issued.

         The undersigned hereby acknowledges and agrees that (A) this
Hazardous Materials Disclosure Certificate is being delivered in connection
with, and as required by, Landlord in connection with the evaluation and
finalization of a Lease Agreement and will be attached thereto as an exhibit;
(B) that this Hazardous Materials Disclosure Certificate is being delivered
in accordance with, and as required by, the provisions of Section 29 of the
Lease Agreement; and (C) that Tenant shall have and retain full and complete
responsibility and liability with respect to any of the Hazardous Materials
disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's
receipt and/or approval of such certificate. Tenant further agrees that none
of the following described acts or events shall be construed or otherwise
interpreted as either (a) excusing, diminishing or otherwise limiting Tenant
from the requirement to fully and faithfully perform its obligations under
the Lease with respect to Hazardous Materials, including, without limitation,
Tenant's indemnification of the Indemnitees and compliance with all
Environmental Laws, or (by imposing upon Landlord, directly or indirectly,
any duty or liability with respect to any such Hazardous Materials,
including, without limitation, any duty on Landlord to investigate or
otherwise verify the accuracy of the representations and statements made
therein or to ensure that Tenant is in compliance with all Environmental
Laws; (i) the delivery of such certificate to Landlord and/or Landlord's
acceptance of such certificate, (ii) Landlord's review and approval of such
certificate, (iii) Landlord's failure to obtain such certificate from Tenant
at any time, or (iv) Landlord's actual or constructive knowledge of the types
and quantities of Hazardous Materials being used, stored, generated, disposed
of or transported on or about the Premises by Tenant or Tenant's
Representatives. Notwithstanding the foregoing or anything to the contrary
contained herein, the undersigned acknowledges and agrees that Landlord and
its partners, lenders and representatives may, and will, rely upon the
statements, representations, warranties, and certifications made herein and
the truthfulness thereof in entering into the Lease Agreement and the
continuance thereof throughout the term, and any renewals thereof, of the
Lease Agreement.

                                       -6-

<PAGE>



         I (print name) ____________________ acting with full authority to
bind the (proposed) Tenant and on behalf of the (proposed) Tenant, certify,
represent and warrant that the information contained in this certificate is
true and correct.

(Prospective) Tenant:

By:
   ---------------------------------------------

Title:
      ------------------------------------------

Date:
     -------------------------------------------

                                       -7-

<PAGE>

                                    EXHIBIT F
                        FIRST AMENDMENT TO LEASE AGREEMENT
                           CHANGE OF COMMENCEMENT DATE


         This First Amendment to Lease Agreement (the "Amendment") is made
and entered into to be effective by and between ("LANDLORD"), and ("TENANT"),
with reference to the following facts:

                                    RECITALS

         A. Landlord and Tenant have entered into that certain Lease
Agreement dated "Lease"), for the leasing of certain premises containing
approximately, rentable square feet of space located at California (the
"Premises") as such Premises are more fully described in the Lease.

         B. Landlord and Tenant wish to amend the Commencement Date of the
Lease.

         NOW, THEREFORE, in consideration of the foregoing and ?or other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

                  1.    RECITALS:  Landlord and Tenant agree that the above
                        recitals are true and correct.

                  2.    The Commencement Date of the Lease shall be
                        __________.

                  3.    The last day of the Term of the Lease (the
                        "Expiration Date") shall be_________________________.

                  4.    The dates on which the Base Rent will be adjusted are:

                        for the period _____ to _____ the monthly Base Rent
                        shall be $______;
                        for the period _____to _____ the monthly Base Rent
                        shall be $_______; and
                        for the period _____to _____ the monthly Base Rent
                        shall be $ _______.

                  5.    EFFECT OF AMENDMENT: Except as modified herein, the
                        terms and conditions of the Lease shall remain
                        unmodified and continue in full force and effect. In
                        the event of any conflict between the terms and
                        conditions of the Lease and this Amendment, the terms
                        and conditions of this Amendment shall prevail.

                  6.    DEFINITIONS: Unless otherwise defined in this
                        Amendment, all terms not defined in this Amendment
                        shall have the meaning set forth in the Lease.

                  7.    AUTHORITY: Subject to the provisions of the Lease,
                        this Amendment shall be binding upon and inure to the
                        benefit of the parties hereto, their

                                       -1-

<PAGE>

                        respective heirs, legal representatives, successors
                        and assigns. Each party hereto and the persons
                        signing below warrant that the person signing below
                        on such party's behalf is authorized to do so and to
                        bind such party to the terms of this Amendment.

                  8.    The terms and provisions of the Lease are hereby
                        incorporated in this Amendment.

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

         [PROPERTY MANAGER: Please provide Tenant information and Word
Processing will complete the signature block]

                                       -2-

<PAGE>

                                    EXHIBIT G
         TENANT'S INITIAL HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE

         Your cooperation in this matter is appreciated. Initially, the
information provided by you in this Hazardous Materials Disclosure
Certificate is necessary for the Landlord (identified below) to evaluate and
finalize a lease agreement with you as Tenant. After a lease agreement is
signed by you and the Landlord (the "Lease Agreement"), on an annual basis in
accordance with the provisions of Section 29 of the signed Lease Agreement,
you are to provide an update to the information initially provided by you in
this certificate. The information contained in the initial Hazardous
Materials Disclosure Certificate and each annual certificate provided by you
thereafter will be maintained in confidentiality by Landlord subject to
release and disclosure as required by (i) any lenders and owners and their
respective environmental consultants, (ii) any prospective purchaser(s) of
all or any portion of the property on which the Premises are located, (iii)
Landlord to defend itself or its lenders, partners or representatives against
any claim or demand, and (iv) any laws, rules, regulations, orders, decrees,
or ordinances, including, without limitation, court orders or subpoenas. Any
and all capitalized terms used herein, which are not otherwise defined
herein, shall have the same meaning ascribed to such term in the signed Lease
Agreement. Any questions regarding this certificate should be directed to,
and when completed, the certificate should be delivered to:

Landlord:
                  --------------------------------------

                  --------------------------------------

                  c/o Legacy Partners Commercial, Inc.
                  10 1 Lincoln Centre Drive, Fourth Floor
                  Foster City, California 94404
                  Attn:  _____________________________
                  Phone: (650) 571-2200

Name of (Prospective) Tenant:
                             ------------------------------------------------

Mailing Address:
                -------------------------------------------------------------

-----------------------------------------------------------------------------

Contact Person, Title and Telephone Number(s):
                                              -------------------------------

Contact Person for Hazardous Waste Materials Management and Manifests and
Telephone Number(s):
                    ---------------------------------------------------------

-----------------------------------------------------------------------------

Address of (Prospective) Premises:
                                  -------------------------------------------

-----------------------------------------------------------------------------

Length of (Prospective) Initial Term:
                                     ----------------------------------------

-----------------------------------------------------------------------------

                                       -1-

<PAGE>

         1.       General Information:

                  Describe the initial proposed operations to take place in,
                  on, or about the Premises, including, without limitation,
                  principal products processed, manufactured or assembled
                  services and activities to be provided or otherwise
                  conducted. Existing Tenants should describe any proposed
                  changes to on-going operations.

         2.       Use, Storage and Disposal of Hazardous Materials

                  2.1      Will any Hazardous Materials be used, generated,
                           stored or disposed of in, on or about the
                           Premises? Existing Tenants should describe any
                           Hazardous Materials which continue to be used,
                           generated, stored or disposed of in, on or about
                           the Premises.

                                Wastes                Yes [  ]     No [  ]
                                Chemical Products     Yes [  ]     No [  ]
                                Other                 Yes [  ]     No [  ]

                           If Yes is marked, please explain:
                                                            ------------------

                           ---------------------------------------------------

                           ---------------------------------------------------

                  2.2      If Yes is marked in Section 2.1, attach a list of
                           any Hazardous Materials to be used, generated,
                           stored or disposed of in, on or about the
                           Premises, including the applicable hazard class
                           and an estimate of the quantities of such
                           Hazardous Materials at any given time; estimated
                           annual throughput; the proposed location(s) and
                           method of storage (excluding nominal amounts of
                           ordinary household cleaners and janitorial
                           supplies which are not regulated by any
                           Environmental Laws); and the proposed location(s)
                           and method of disposal for each Hazardous
                           Material, including, the estimated frequency, and
                           the proposed contractors or subcontractors.
                           Existing Tenants should attach a list setting
                           forth the information requested above and such
                           list should include actual data from on going
                           operations and the identification of any
                           variations in such information from the prior
                           year's certificate.

         3.       Storage Tanks and Sumps

                  3.1      Is any above or below ground storage of gasoline,
                           diesel, petroleum, or other Hazardous Materials in
                           tanks or sumps proposed in, on or about the
                           Premises? Existing Tenants should describe any
                           such actual or proposed activities.

                           Yes [  ]         No [  ]

                                       -2-

<PAGE>

                           If yes, please explain:

         4.       Waste Management

                  4.1      Has your company been issued an EPA Hazardous
                           Waste Generator I.D. Number? Existing Tenants
                           should describe any additional identification
                           numbers issued since the previous certificate.

                           Yes [  ]         No [  ]

                  4.2      Has your company filed a biennial or quarterly
                           reports as a hazardous waste generator?  Existing
                           Tenants should describe any new reports filed.

                           Yes [  ]         No [  ]

                           If yes, attach a copy of the most recent report
                           filed.

         5.       Wastewater Treatment and Discharge

                  5.1      Will your company discharge wastewater or other
                           wastes to:

         -                 _______ storm drain?      ______ sewer?
                           _______ surface water?    ______ no wastewater or
                                                            other wastes
                                                            discharged.

                  Existing Tenants should indicate any actual discharges. If
                  so, describe the nature of any proposed or actual
                  discharge(s).
                  ------------------------------------------------------------
                  ------------------------------------------------------------
                  5.2      Will any such wastewater or waste be treated
                           before discharge?

                           Yes [  ]         No [  ]

                           If yes, describe the type of treatment proposed to
                           be conducted. Existing Tenants should describe the
                           actual treatment conducted.

         6.       Air Discharges

                  6.1      Do you plan for any air filtration systems or
                           stacks to be used in your company's operations in,
                           on or about the Premises that will discharge into
                           the air; and will such air emissions be monitored?
                           Existing Tenants should indicate whether or not
                           there are any such air filtration systems or
                           stacks in use in, on or about the Premises which
                           discharge into the air and whether such air
                           emissions are being monitored.

                           Yes [  ]         No [  ]

                                       -3-

<PAGE>

                           If yes, please describe:
                                                   ---------------------------

                           ---------------------------------------------------

                           ---------------------------------------------------

                  6.2      Do you propose to operate any of the following
                           types of equipment, or any other equipment
                           requiring an air emissions permit? Existing
                           Tenants should specify any such equipment being
                           operated in, on or about the Premises.

                           _______ Spray booth(s)_______ Incinerator(s)
                           ________Dip tank(s)     ______ Other (Please
                                                          describe)
                           ________Drying oven(s)  ______No Equipment Requiring
                                                         Air Permits

                           If yes, please describe:
                                                   ---------------------------
         7.       Hazardous Materials Disclosures

                  7.1      Has your company prepared or will it be required
                           to prepare a Hazardous Materials management plan
                           ("Management Plan") pursuant to Fire Department or
                           other governmental or regulatory agencies'
                           requirements? Existing Tenants should indicate
                           whether or not a Management Plan is required and
                           has been prepared.

                           Yes [  ]         No [  ]

                           If yes, attach a copy of the Management Plan.
                           Existing Tenants should attach a copy of any
                           required updates to the Management Plan.

                  7.2      Are any of the Hazardous Materials, and in
                           particular chemicals, proposed to be used in your
                           operations in, on or about the Premises regulated
                           under Proposition 65? Existing Tenants should
                           indicate whether or not there are any new
                           Hazardous Materials being so used which are
                           regulated under Proposition 65.

                           Yes [  ]         No [  ]

                           If yes, please explain:
                                                  ----------------------------

                           ---------------------------------------------------

                           ---------------------------------------------------

         8.       Enforcement Actions and Complaints

                  8.1      With respect to Hazardous Materials or
                           Environmental Laws, has your company ever been
                           subject to any agency enforcement actions,
                           administrative orders, or consent decrees or has
                           your company received requests for information,
                           notice or demand letters, or any other inquiries
                           regarding its operations? Existing Tenants should
                           indicate whether or not

                                       -4-

<PAGE>

                           any such actions, orders or decrees have been, or
                           are in the process of being, undertaken or if any
                           such requests have been received.

                           Yes [  ]         No [  ]

                           If yes, describe the actions, orders or decrees
                           and any continuing compliance obligations imposed
                           as a result of these actions, orders or decrees
                           and also describe any requests, notices or
                           demands, and attach a copy of all such documents.
                           Existing Tenants should describe and attach a copy
                           of any new actions, orders, decrees, requests,
                           notices or demands not already delivered to
                           Landlord pursuant to the provisions of Section 29
                           of the signed Lease Agreement.

                  8.2      Have there ever been, or are there now pending,
                           any lawsuits against your company regarding any
                           environmental or health and safety concerns?

                           Yes [  ]         No [  ]

                           If yes, describe any such lawsuits and attach
                           copies of the complaint(s), cross-complaint(s),
                           pleadings and all other documents related thereto
                           as requested by Landlord. Existing Tenants should
                           describe and attach a copy of any new
                           complaint(s), cross-complaint(s), pleadings and
                           other related documents not already delivered to
                           Landlord pursuant to the provisions of Section 29
                           of the signed Lease Agreement.
                  ------------------------------------------------------------
                  ------------------------------------------------------------
                  8.3      Have there been any problems or complaints from
                           adjacent Tenants, owners or other neighbors at
                           your company's current facility with regard to
                           environmental or health and safety concerns?
                           Existing Tenants should indicate whether or not
                           there have been any such problems or complaints
                           from adjacent Tenants, owners or other neighbors
                           at, about or near the Premises.

                           Yes [  ]         No [  ]

                           If yes, please describe. Existing Tenants should
                           describe any such problems or complaints not
                           already disclosed to Landlord under the provisions
                           of the signed Lease Agreement.
                  ------------------------------------------------------------
                  ------------------------------------------------------------
         9.       Permits and Licenses

                  9.1      Attach copies of all Hazardous Materials permits
                           and licenses including a Transporter Permit number
                           issued to your company with respect to its

                                       -5-

<PAGE>

                           proposed operations in, on or about the Premises,
                           including, without limitation, any wastewater
                           discharge permits, air emissions permits, and use
                           permits or approvals. Existing Tenants should
                           attach copies of any new permits and licenses as
                           well as any renewals of permits or licenses
                           previously issued.

         The undersigned hereby acknowledges and agrees that (A) this
Hazardous Materials Disclosure Certificate is being delivered in connection
with, and as required by, Landlord in connection with the evaluation and
finalization of a Lease Agreement and will be attached thereto as an exhibit;
(B) that this Hazardous Materials Disclosure Certificate is being delivered
in accordance with, and as required by, the provisions of Section 29 of the
Lease Agreement; and (C) that Tenant shall have and retain full and complete
responsibility and liability with respect to any of the Hazardous Materials
disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's
receipt and/or approval of such certificate. Tenant further agrees that none
of the following described acts or events shall be construed or otherwise
interpreted as either (a) excusing, diminishing or otherwise limiting Tenant
from the requirement to fully and faithfully perform its obligations under
the Lease with respect to Hazardous Materials, including, without limitation,
Tenant's indemnification of the Indemnitees and compliance with all
Environmental Laws, or (b) imposing upon Landlord, directly or indirectly,
any duty or liability with respect to any such Hazardous Materials,
including, without limitation, any duty on Landlord to investigate or
otherwise verify the accuracy of the representations and statements made
therein or to ensure that Tenant is in compliance with all Environmental
Laws; (i) the delivery of such certificate to Landlord and/or Landlord's
acceptance of such certificate, (ii) Landlord's review and approval of such
certificate, (iii) Landlord's failure to obtain such certificate from Tenant
at any time, or (iv) Landlord's actual or constructive knowledge of the types
and quantities of Hazardous Materials being used, stored, generated, disposed
of or transported on or about the Premises by Tenant or Tenant's
Representatives. Notwithstanding the foregoing or anything to the contrary
contained herein, the undersigned acknowledges and agrees that Landlord and
its partners, lenders and representatives may, and will, rely upon the
statements, representations, warranties, and certifications made herein and
the truthfulness thereof in entering into the Lease Agreement and the
continuance thereof throughout the term, and any renewals thereof, of the
Lease Agreement.

         I (print name) _______________ acting with full authority to bind
the (proposed) Tenant and on behalf of the (proposed) Tenant, certify,
represent and warrant that the information contained in this certificate is
true and correct.

         (Prospective) Tenant:

         By:
           ------------------------------------------
         Title:
               --------------------------------------
         Date:
              ---------------------------------------

                                       -6-

<PAGE>

                                    EXHIBIT I
                             Tenant's Trade Fixtures



                   EQUIPMENT FOR WILLOW PARK FACILITY

                   Vacuum pump
                   Glassware Washer
                   Autoclaves(2)
                   Deionized water system
                   X-ray film processor
                   Warm. room
                   Cold room
                   Emergency power generator
                   Steam generator
                   Lab benches

<PAGE>

                                   ADDENDUM I
                           OPTION To EXTEND THE LEASE

         This Addendum 1 ("Addendum") is incorporated as a part of that
certain Lease Agreement dated April 9, 1999 (the "Lease"), by and between
Deltagen, Inc., a California corporation ("Tenant"), and Willow Park Holding
Company II, a Delaware limited liability company ("Landlord"), for the
leasing of those certain premises located at 1003 Hamilton Court, Menlo Park,
California 94025 as more particularly described in Exhibit A to the Lease
(the "Premises"). Any capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed to such terms as set forth in the
Lease.

         1.        GRANT OF EXTENSION OPTION. Subject to the provisions,
limitations and conditions set forth in Paragraph 5 below, Tenant shall have
an Option ("Option") to extend the term of the Lease for five (5) years (the
"Extended Term").

         2.        TENANT'S OPTION NOTICE. If Landlord does not receive
written notice from Tenant of its exercise of this Option on a date which is
not more than three hundred sixty (360) days nor less than two hundred
seventy (270) days prior to the end of the initial term of the Lease (the
"Option Notice"), all rights under this Option shall automatically terminate
and shall be of no further force or effect.

         3.        ESTABLISHING THE INITIAL MONTHLY BASE RENT FOR THE
EXTENDED TERM. The initial monthly Base Rent for the Extended Term shall be
the then current market rent for similar space within the competitive market
area of the Premises (the "Fair Rental Value"). "Fair Rental Value" of the
Premises means the fair market rental value of the Premises as of the
commencement of the Extended Term, taking into consideration all relevant
factors, including length of term, the uses permitted under the Lease, the
quality, size, design and location of the Premises, including the condition
and value of existing tenant improvements, and the monthly base rent paid by
tenants for premises comparable to the Premises, and located within the
competitive market area of the Premises as reasonably determined by Landlord.

         Neither Landlord nor Tenant shall have the right to have a court or
any other third party entity establish the Fair Rental Value. If Landlord and
Tenant are unable to agree on the Fair Rental Value for the Extended Term
within ten (10) days of receipt by Landlord of the Option Notice, Landlord
and Tenant being obligated only to act in good faith, this Option shall
automatically terminate and the Lease shall terminate at the end of its
initial term.

         In no event shall the monthly Base Rent for any period of the
Extended Term less than the highest monthly Base Rent charged during the
initial term of the Lease. Upon determination of the initial monthly Base
Rent for the Extended Term in accordance with the terms outlined above,
Landlord and Tenant shall immediately execute, at Landlord's sole option,
either the standard lease agreement then in use by Landlord, or an amendment
to this Lease. Such new lease agreement or amendment, as the case may be,
shall set forth among other things, the initial monthly Base Rent for the
Extended Term, the amount of the required Security Deposit, and the actual
commencement date and expiration date of the Extended Term. Tenant shall have
no other right to extend the term of the Lease under this Addendum unless
Landlord and Tenant otherwise agree in writing.

                                       -1-

<PAGE>

         4.        CONDITION OF PREMISES AND BROKERAGE COMMISSIONS FOR THE
EXTENDED TERM. If Tenant timely and properly exercises this Option, in strict
accordance with the terms contained herein: (1) Tenant shall accept the
Premises in its then "As-Is" condition and, accordingly, Landlord shall not
be required to perform any additional improvements to the Premises; and (2)
Tenant hereby agrees that it will be solely responsible for any and all
brokerage commissions and finder's fees payable to any broker now, or
hereafter procured or hired by Tenant or who otherwise claims a commission
based on any act or statement of Tenant ("Tenant's Broker") in connection
with the Option; and Tenant hereby further agrees that Landlord shall in no
event or circumstance be responsible for the payment of any such commissions
and fees to Tenant's Broker.

         5.        LIMITATIONS ON, AND CONDITIONS TO, EXTENSION OPTION. This
Option is personal to Tenant and may not be assigned, voluntarily or
involuntarily, separate from or as part of the Lease. At Landlord's option,
all rights of Tenant under this Option shall terminate and be of no force or
effect if any of the following individual events occur or any combination
thereof occur: (1) Tenant has been in default at any time during the initial
term of the Lease, or is currently in default of any provision of the Lease;
and/or (2) Tenant has assigned its rights and obligations under all or part
of the Lease or Tenant has subleased all or part of the Premises; and/or (3)
Tenant's financial condition is unacceptable to Landlord at the time the
Option Notice is delivered to Landlord; and/or (4) Tenant has failed to
properly exercise this Option in a timely manner in strict accordance with
the provisions of this Addendum; and/or (5) Tenant no longer has possession
of all or any part of the Premises under the Lease, or if the Lease has been
terminated earlier, pursuant to the terms of the Lease.

         6.        TIME IS OF THE ESSENCE. Time is of the essence with
respect to each and every time period described in this Addendum.

                                       -2-