<PAGE>

                          OFFICE LEASE - SOUTH BAY CENTER
                         ----------------------------------
                         (Last Revision: November 19, 1996)


                              Effective Date: _____________________, 1996
                              (The date set forth below Landlord's signature.)

                              BASIC LEASE INFORMATION
                              -----------------------

Landlord:                     CATELLUS DEVELOPMENT CORPORATION,
                              a Delaware corporation

Landlord's Address
    For Notice:               2540 North First Street, Suite 307
                              San Jose, California 95131
                              Attn: Asset Management
                              Telephone: (408) 435-1221
                              Fax: (408) 435-7836

Landlord's Address
    For Payment of Rent:      Dept. # 1918
                              P.O. Box 61000
                              San Francisco, CA 94161-1918

Tenant:                       PUMA TECHNOLOGY CORPORATION,
                              a Delaware corporation

Tenant's Address
    For Notice:               2550 North First Street
                              San Jose, CA 95131
                              Attn: Mr. M. Bruce Nakao
                              Telephone: 408 321-3863
                              Fax: 408 321-3850

Project:                      South Bay Center

Building:                     Building D

Premises:                     Approximately 31,952 rentable square feet on the
                              fourth and fifth floor(s) as shown in EXHIBIT A.

Premises Address:
    Street:                   2550 North First Street
    City and State:           San Jose, California
    Company Parcel No.:       CA 0850025
    Cost Center:              2006231

Term:                         One Hundred and Eight (108) Months

Estimated Commencement
    Date:                     May 1, 1997

Base Rent Per Month:          Seventy Thousand Two Hundred Ninety-Four and
                              40/100 Dollars ($70,294.40)

Tenant's Building Share:      45.6742%


                                     (i)
<PAGE>

Tenant's Site Share:          7.2685%

Base Year:                    The calendar year 1997

Security Deposit:             Six Hundred Thousand and No/100 Dollars
                              ($600,000.00) payable upon execution of this
                              Lease.  All or a portion of such sum, at Tenant's
                              options, may be provided in the form of cash or an
                              unconditional, irrevocable, clean,
                              non-documentary, site draft letter of credit from
                              a bank and on terms and conditions in all respects
                              acceptable to Landlord to be delivered upon
                              execution of this Lease (the "Letter of Credit").

Prepaid Rent:                 Seventy Thousand Two Hundred Ninety-Four and
                              40/100 Dollars ($70,294.40) payable in cash upon
                              execution of this Lease.

Broker:                       Colliers Parrish International, Inc.

Lease Year:                   Shall refer to each three hundred sixty-five (365)
                              day period during the Term commencing on the
                              Commencement Date and on each anniversary thereof.

Parking Spaces:               Four (4) non-specifically designated spaces for
                              each 1,000 rentable square feet.

Permitted Uses:               Software engineering and design and related
                              office, administration and ancillary uses and no
                              other uses shall be permitted without the prior
                              written consent of Landlord.

EXHIBITS

    A    -     Premises
    B    -     Work Letter
    C    -     Commencement Date Memorandum
    D    -     Rules and Regulations
    E    -     Tenant Estoppel
    F    -     Signage Program


          The Basic Lease Information set forth above and the Exhibits attached
hereto are incorporated into and made a part of the following Lease.  Each
reference in this Lease to any of the Basic Lease Information shall mean the
respective information above and shall be construed to incorporate all of the
terms provided under the particular Lease paragraph pertaining to such
information.  In the event of any conflict between the Basic Lease Information
and the provisions of the Lease, the latter shall control.

     LANDLORD (_______) AND TENANT (/s/ MBN) AGREE.
               initial              initial


                                     (ii)
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
1.   PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1
     1.1    Premises . . . . . . . . . . . . . . . . . . . . . . . . .      1
     1.2    Common Area. . . . . . . . . . . . . . . . . . . . . . . .      1
     1.3    Reserved Rights. . . . . . . . . . . . . . . . . . . . . .      1
     1.4    Right of First Offer . . . . . . . . . . . . . . . . . . .      1

2.   TERM    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2
     2.1    Commencement Date. . . . . . . . . . . . . . . . . . . . .      2
     2.2    Possession . . . . . . . . . . . . . . . . . . . . . . . .      2

3.   RENT    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2
     3.1    Rent . . . . . . . . . . . . . . . . . . . . . . . . . . .      2
     3.2    Pre-Determined Increases in Base Rent. . . . . . . . . . .      2
     3.3    Late Charge and Interest . . . . . . . . . . . . . . . . .      2
     3.4    Security Deposit . . . . . . . . . . . . . . . . . . . . .      3
     3.5    Determination of Base Rent for First Offer Space . . . . .      4

4.   BUILDING SERVICES AND UTILITIES . . . . . . . . . . . . . . . . .      5

5.   TAXES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
     5.1    Increase in Real Property Taxes. . . . . . . . . . . . . .      5
     5.2    Definitions. . . . . . . . . . . . . . . . . . . . . . . .      5
     5.3    Personal Property Taxes. . . . . . . . . . . . . . . . . .      6

6.   OPERATING EXPENSES. . . . . . . . . . . . . . . . . . . . . . . .      6
     6.1    Increase in Operating Expenses . . . . . . . . . . . . . .      6
     6.2    Definitions. . . . . . . . . . . . . . . . . . . . . . . .      6

7.   ESTIMATED EXPENSES. . . . . . . . . . . . . . . . . . . . . . . .      7
     7.1    Payment. . . . . . . . . . . . . . . . . . . . . . . . . .      7
     7.2    Adjustment . . . . . . . . . . . . . . . . . . . . . . . .      7
     7.3    Tenant Review of Adjustments . . . . . . . . . . . . . . .      8

8.   INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8
     8.1    Landlord . . . . . . . . . . . . . . . . . . . . . . . . .      8
     8.2    Tenant . . . . . . . . . . . . . . . . . . . . . . . . . .      8
     8.3    General. . . . . . . . . . . . . . . . . . . . . . . . . .      8
     8.4    Indemnity. . . . . . . . . . . . . . . . . . . . . . . . .      9
     8.5    Exemption of Landlord from Liability . . . . . . . . . . .      9

9.   REPAIRS AND MAINTENANCE . . . . . . . . . . . . . . . . . . . . .     10
     9.1    Tenant . . . . . . . . . . . . . . . . . . . . . . . . . .     10
     9.2    Landlord . . . . . . . . . . . . . . . . . . . . . . . . .     10

10.  ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .     10
     10.1   Trade Fixtures; Alterations. . . . . . . . . . . . . . . .     10
     10.2   Damage; Removal. . . . . . . . . . . . . . . . . . . . . .     10
     10.3   Liens. . . . . . . . . . . . . . . . . . . . . . . . . . .     11

11.  USE     . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11

12.  ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . . . .     11
     12.1   Definitions  . . . . . . . . . . . . . . . . . . . . . . .     11
     12.2   Environmental Compliance . . . . . . . . . . . . . . . . .     12


                                       (iii)
<PAGE>

     12.3   Indemnification. . . . . . . . . . . . . . . . . . . . . .     12

13.  DAMAGE AND DESTRUCTION. . . . . . . . . . . . . . . . . . . . . .     12
     13.1   Casualty . . . . . . . . . . . . . . . . . . . . . . . . .     12
     13.2   Tenant's Fault . . . . . . . . . . . . . . . . . . . . . .     13
     13.3   Uninsured Casualty . . . . . . . . . . . . . . . . . . . .     13
     13.4   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .     14

14.  EMINENT DOMAIN. . . . . . . . . . . . . . . . . . . . . . . . . .     14
     14.1   Total Condemnation . . . . . . . . . . . . . . . . . . . .     14
     14.2   Partial Condemnation . . . . . . . . . . . . . . . . . . .     14
     14.3   Award. . . . . . . . . . . . . . . . . . . . . . . . . . .     14
     14.4   Temporary Condemnation . . . . . . . . . . . . . . . . . .     14

15.  DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14
     15.1   Events of Defaults . . . . . . . . . . . . . . . . . . . .     14
     15.2   Remedies . . . . . . . . . . . . . . . . . . . . . . . . .     15
     15.3   Cumulative . . . . . . . . . . . . . . . . . . . . . . . .     16

16.  ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . .     16

17.  ESTOPPEL, SUBORDINATION AND ATTORNMENT. . . . . . . . . . . . . .     17
     17.1   Estoppel . . . . . . . . . . . . . . . . . . . . . . . . .     17
     17.2   Subordination. . . . . . . . . . . . . . . . . . . . . . .     17
     17.3   Attornment . . . . . . . . . . . . . . . . . . . . . . . .     17

18.  INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . . . . . .     17

19.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .     17
     19.1   General. . . . . . . . . . . . . . . . . . . . . . . . . .     17
     19.2   Signs. . . . . . . . . . . . . . . . . . . . . . . . . . .     18
     19.3   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .     18
     19.4   Financial Statements . . . . . . . . . . . . . . . . . . .     18
     19.5   Limitation of Liability. . . . . . . . . . . . . . . . . .     19
     19.6   Notices. . . . . . . . . . . . . . . . . . . . . . . . . .     19
     19.7   Brokerage Commission . . . . . . . . . . . . . . . . . . .     19
     19.8   Authorization. . . . . . . . . . . . . . . . . . . . . . .     19
     19.9   Holding Over; Surrender. . . . . . . . . . . . . . . . . .     19
     19.10  Joint and Several. . . . . . . . . . . . . . . . . . . . .     19
     19.11  Covenants and Conditions . . . . . . . . . . . . . . . . .     19
     19.12  Addenda. . . . . . . . . . . . . . . . . . . . . . . . . .     20
</TABLE>


                                     (iv)
<PAGE>

1.   PREMISES.

     1.1  PREMISES.  Landlord hereby leases to Tenant the Premises as shown on
EXHIBIT A attached hereto, but excluding the Common Area and any other portion
of the Project.  If the actual square footage of the Premises following working
drawings is different from that stated in the Basic Lease Information, the
actual square footage of the Premises as well as the Base Rent, rental
adjustments, the Tenant's Building Share and the Tenant's Site Share, adjusted
as necessary to reflect the increase or decrease in the rentable area of the
Premises, shall be set forth in the Commencement Date Memorandum referred to in
Section 2.1 below.

     1.2  COMMON AREA.  Tenant may, subject to reasonable rules made by
Landlord, use the following areas ("Common Area") in common with Landlord and
other tenants of the Project: the entrances, lobbies and other public areas of
the Building, walkways, landscaped areas, driveways necessary for access to the
Premises, parking areas and other common facilities designated by Landlord from
time to time for the common use of all tenants of the Project.  Neither Tenant
nor any other tenant within the Building shall have access to the telephone
closets within the Building except that Tenant shall be allowed access thereto
in the manner and under the reasonable procedures established by Landlord.

     1.3  RESERVED RIGHTS.  Landlord reserves the right to enter the Premises
upon reasonable advance notice to Tenant and accompanied by a representative of
Tenant (except in case of an emergency) and/or to undertake the following 
inspect the Premises and/or the performance by Tenant of the terms and
conditions hereof; change boundary lines of the Common Areas (provided such
change does not unreasonably interfere with Tenant's access to or use of the
Premises); install, use, maintain, repair, alter, relocate or replace any Common
Area and any pipes, ducts, conduits, wires, equipment and other facilities in
the Building; grant easements on the Project, dedicate for public use portions
thereof and record covenants, conditions and restrictions ("CC&R's") affecting
the Project and/or amendments to existing CC&R's which do not unreasonably
interfere with Tenant's use of the Premises; change the name of the Building or
Project; affix reasonable signs and displays (provided such displays do not
unreasonably interfere with Tenant's signage rights under this Lease); and,
during the last nine (9) months of the Term, show the Premises to prospective
tenants.

     1.4  RIGHT OF FIRST OFFER.  Provided that (i) there exists no Event of
Default under the Lease, (ii) Tenant is in occupancy of at least ninety percent
(90%) of the Premises and Tenant intends to occupy the space referenced herein,
and (iii) Landlord has not given more than two (2) notices of default in any
twelve (12) month period for nonpayment of monetary obligations, Tenant shall
have the right of first offer ("Right of First Offer") to lease any space in the
Building that becomes available for lease on or prior to December 31, 1997 (the
"First Offer Space") under the terms and conditions outlined below.  The First
Offer Space shall not be deemed "available for lease" if the tenant under an
expiring lease of all or a portion of the First Offer Space desires to renew or
extend its lease or if any existing tenant of the Project exercises an existing
option or right of first offer to lease all or a portion of the First Offer
Space.  If Tenant elects to lease the First Offer Space, Tenant shall so notify
Landlord in writing (the "Election Notice") within five (5) business days after
the date of Landlord's notice that the space has or will become available for
lease.  If Tenant does not deliver to Landlord the Election Notice within such
time period, then Landlord shall be relieved of its obligation to make available
for lease to Tenant the First Offer Space then "available for lease" and the
provisions of this paragraph shall be of no further force and effect with
respect thereto.  Without limiting the foregoing, upon the non-delivery of the
Election Notice by Tenant, Landlord shall be entitled to grant options and
rights free and clear of Tenant's right of first offer under this paragraph to
other tenants or prospective tenants of the Project.  Upon Tenant's delivery of
the Election Notice with respect to the First Offer Space, Landlord and Tenant
shall promptly enter into an amendment of this Lease adding the First Offer
Space to the Premises on all the terms and conditions set forth in this Lease as
to the Premises, except that (i) the term of the lease to Tenant of the First
Offer Space shall commence upon the actual availability date of the First Offer
Space ("Availability Date") and shall continue coterminously with the remaining
Term for the Premises, (ii) Tenant shall take the First Offer Space in its then
"as-is" condition and Landlord shall neither provide nor pay for any interior
improvement work or services related to the First Offer Space, (iii) the Base
Rent per rentable square foot payable by Tenant for the First Offer Space shall
be equal to the Market Rent (as defined below) for the First Offer Space
determined pursuant to the terms of SECTION 3.5 below, but in no event shall the
Base Rent for the First Offer Space be less than the average Base Rent paid by
Tenant under the Lease from the Commencement Date to the Availability Date, (iv)
Tenant's Share shall be increased to reflect the addition of the Right of First
Offer Space, and (v) the Base Year for the Right of First Offer Space shall be
the Base Year for the remaining Premises.  The Right of First Offer set forth
herein is personal to the original Landlord and the original Tenant under this
Lease and it shall not be binding upon any lender succeeding to Landlord's
interest in this Lease (whether by foreclosure, deed in lieu of foreclosure or
otherwise) nor shall it be included in any assignment of Tenant's interest in
this Lease.


                                     1
<PAGE>

2.   TERM.

     2.1  COMMENCEMENT DATE.  The Term of the Lease shall commence
("Commencement Date") on the first day of the first full month following the
date on which the Premises are Substantially Complete (as hereinafter defined)
except that if Substantial Completion occurs on the first day of a month, that
date shall be the Commencement Date, and the Lease shall continue in full force
and effect for the period of time specified as the Term or until this Lease is
terminated as otherwise provided herein.  The Premises shall be deemed to be
"Substantially Complete" on the earliest of the date on which: (1) Landlord
files or causes to be filed with the City in which the Premises are located (if
required) and delivers to Tenant an architect's notice of substantial
completion, or similar written notice that the Premises are substantially
complete, (2) Tenant commences business operations in the Premises, or (3) a
certificate of occupancy is issued for the Premises.  Landlord shall arrange for
the construction of certain Tenant Improvements (as defined in the Work Letter),
if any, in accordance with and subject to the terms of the Work Letter attached
hereto as EXHIBIT B. Tenant shall, upon demand after delivery of the Premises to
Tenant, execute and deliver to Landlord a Commencement Date Memorandum in the
form attached hereto as EXHIBIT C acknowledging (i) the Commencement Date, (ii)
the final square footage of the Premises and any necessary adjustments to Base
Rent, rental adjustments, Tenant's Building Share or Tenant's Site Share as
provided in Section 1.1 above, and (iii) Tenant's acceptance of the Premises. 
If the Premises are not Substantially Complete on the Estimated Commencement
Date, this Lease shall remain in effect, Landlord shall not be subject to any
liability, and the Commencement Date shall be delayed until the date the
Premises are Substantially Complete.  Tenant acknowledges that it has had an
adequate opportunity to inspect and investigate all matters relevant to the
Premises, using experts and other qualified professionals, and that Tenant has
determined that the Premises are acceptable for Tenant's use.  Tenant further
acknowledges that, except to the limited extent, if any, specifically provided
in this Lease, neither Landlord nor any broker or agent has made any
representations or warranties in connection with the physical condition of the
Premises or their fitness for Tenant's use upon which Tenant has relied directly
or indirectly for any purpose.

     2.2  POSSESSION.  Tenant's possession of the Premises during the period of
time, if any, from the date on which Landlord tenders possession of the Premises
to Tenant in a Substantially Completed condition (the "Possession Date") to the
Commencement Date, shall be subject to all the provisions of this Lease and
shall not advance the expiration date.  Rent shall be paid for such period at
the rate stated in the Basic Lease Information, prorated on the basis of a
thirty (30) day month, and shall be due and payable to Landlord on or before the
Commencement Date.  Tenant shall acknowledge in writing the Possession Date in
the form attached hereto as EXHIBIT C.

3.   RENT.

     3.1  RENT.  Tenant shall pay to Landlord, at Landlord's Address for Payment
of Rent designated in the Basic Lease Information, or at such other address as
Landlord may from time to time designate in writing to Tenant for the payment of
Rent, the Base Rent, without notice, demand, offset or deduction, in advance, on
the first day of each calendar month.  Upon the execution of this Lease, Tenant
shall pay to Landlord the first month's Base Rent.  If the Term ends on a date
other than the last day of a month, Base Rent shall be prorated on a per diem
basis with respect to the portion of the last month within the Term.  All sums
other than Base Rent which Tenant is obligated to pay under this Lease shall be
deemed to be additional rent due hereunder, whether or not such sums are
designated "additional rent." The term "Rent" means the Base Rent and all
additional rent payable hereunder.

     3.2  PRE-DETERMINED INCREASES IN BASE RENT.  Effective as of the first day
of the specified Lease Month, the Base Rent shall be increased as follows:

<TABLE>
<CAPTION>

      LEASE MONTH                      NEW BASE RENT
      -----------                      -------------
      <S>                              <C>

          25                            $75,406.72
          49                            $82,116.64
          73                            $90,424.16
          97                            $99,690.24
</TABLE>

     3.3  LATE CHARGE AND INTEREST.  The late payment of any Rent will cause
Landlord to incur additional costs, including administration and collection
costs and processing and accounting expenses and increased debt service
("Delinquency Costs").  If Landlord has not received any installment of Rent
within five (5) days after such amount is due, Tenant shall pay a late charge of
ten percent (10%) of the delinquent amount, which is agreed to represent a


                                       2
<PAGE>

reasonable estimate of the Delinquency Costs incurred by Landlord; provided, 
however, no late charge shall be payable with respect to the first late payment 
of Rent within any twelve (12) month period if such late payment of Rent is 
cured within five (5) business of Landlord's written notice to Tenant of such 
Rent delinquency.  In addition, all such delinquent amounts shall bear interest 
from the date such amount was due until paid in full at a rate per annum 
("Applicable Interest Rate") equal to the lesser of (a) the maximum interest 
rate permitted by law or (b) five percent (5%) above the rate publicly 
announced by Bank of America, N.A. (or if Bank of America, N.A. ceases to 
exist, the largest bank then headquartered in the State of California ("Bank") 
as its "Reference Rate." If the use of the announced Reference Rate is 
discontinued by the Bank, then the term Reference Rate shall mean the announced 
rate charged by the Bank which is, from time to time, substituted for the 
Reference Rate.  Landlord and Tenant recognize that the damage which Landlord 
shall suffer as a result of Tenant's failure to pay such amounts is difficult 
to ascertain and said late charge and interest are the best estimate of the 
damage which Landlord shall suffer in the event of late payment.  If a late 
charge becomes payable for any three (3) installments of Rent within any twelve 
(12) month period, then the Rent shall automatically become due and payable 
quarterly in advance.

     3.4  SECURITY DEPOSIT.  Upon the execution of this Lease, Tenant shall 
pay to Landlord the Security Deposit. The Security Deposit shall secure the 
full and faithful performance of each provision of this Lease to be performed 
by Tenant.  Landlord shall not be required to pay interest on the Security 
Deposit or to keep the Security Deposit separate from Landlord's own funds.  
If Tenant fails to perform fully and timely all or any of Tenant's covenants 
and obligations hereunder, Landlord may, but without obligation, apply all or 
any portion of the Security Deposit toward fulfillment of Tenant's 
unperformed covenants and/or obligations.  If Landlord does so apply any 
portion of the Security Deposit, Tenant shall immediately pay Landlord 
sufficient cash to restore the Security Deposit to the amount of the then 
current Base Rent per month.  Upon any Tenant's exercise of its Right of 
First Offer and the addition of the First Offer Space to the Premises, 
Landlord may require the Security Deposit to be increased by an amount equal 
to one-twelfth (1/12th) of the aggregate total of Base Rent payable for the 
First Offer Space over the then remaining Term of this Lease (at Tenant's 
option, the amount of such additional Security Deposit in excess of one (1) 
month's Base Rent for the First Offer Space may be provided in the form of an 
additional Letter of Credit (the "Additional Letter of Credit") in which 
event such Additional Letter of Credit shall also be subject to all of the 
terms of this Section 3.4). After Tenant vacates the Premises, upon the 
expiration or sooner termination of this Lease, if Tenant is not then in 
default, Landlord shall return to Tenant any unapplied balance of the 
Security Deposit.

          3.4.1  LETTER OF CREDIT.  As noted in the Basic Lease Provisions 
     and above in this Section 3.4, a portion of the Security Deposit may be 
     provided in the form of the Letter of Credit and the Additional Letter 
     of Credit (collectively, the "Letters of Credit").  The Letters of 
     Credit shall be held, utilized and returned, as applicable, in 
     accordance with the requirements of this Section 3.4.

          3.4.2  TERM AND RENEWAL OF LETTERS OF CREDIT.  The Letters of 
     Credit shall be for a term of not less than twelve (12) months, and 
     Tenant shall keep the Letters of Credit in effect thereafter throughout 
     the Term of this Lease except as otherwise provided in this Section 3.4. 
     Tenant shall renew, extend or replace the Letters of Credit as necessary 
     and deliver written evidence thereof to Landlord at least thirty (30) 
     days prior to the expiration date of the Letters of Credit so that valid 
     Letters of Credit which comply with each requirement of this Section 3.4 
     are in effect during the entire period required hereby.  If Tenant fails 
     to so renew, extend or replace the Letters of Credit and deliver such 
     written evidence to Landlord, and such failure continues for a period of 
     five (5) days after the date such evidence is due to Landlord, Landlord 
     shall be entitled to immediately draw the entire amount of the Letters 
     of Credit, and hold such sums as a portion of the Security Deposit for 
     Tenant's faithful performance of its Lease obligations during the 
     remainder of the Lease Term.

          3.4.3  AMOUNT OF DRAW ON LETTERS OF CREDIT.  Upon the occurrence of 
     an Event of Default by Tenant under Section 15.1 of this Lease and a 
     failure by Tenant to cure such Event of Default within the time period 
     specified therein, Landlord shall be entitled to obtain payment under 
     the Letters of Credit, in such amount as may be required to satisfy 
     Tenant's outstanding obligations under the Lease and shall apply such 
     amount to said obligations.  Specifically, Landlord shall be entitled to 
     obtain partial draws pursuant to the Letters of Credit in the amounts 
     that Tenant is in default and, in such event, Tenant shall replace or 
     reinstate the Letters of Credit to the full amount required from time to 
     time hereunder.

          3.4.4  MANNER OF PRESENTMENT.  Landlord is authorized to draw, for 
     the account of Tenant, the amounts allowable pursuant to this Section 
     3.4 by a draft, which shall be payable on sight, signed by an officer of 
     Landlord. Payment of the draft shall be made in the manner agreed upon 
     by the issuing bank, but Tenant hereby


                                         3
<PAGE>

     consents to such payment by wire transfer to the account of Landlord as 
     specified by Landlord in writing to the issuing bank, or in such other 
     manner or to such other accounts as Landlord may designate in the draft.

          3.4.5  REDUCTION OF SECURITY DEPOSIT.  Annually, following the 
     anniversary of the Commencement Date, provided that there shall not then 
     be continuing any Event of Default or other event or condition which 
     with the giving of notice or the passage of time, or both, would 
     constitute and Event of Default, Tenant shall be entitled to reduce the 
     amount of the Security Deposit in excess of final month's Base Rent for 
     the Premises by an amount equal to the original amount by which the 
     Security Deposit exceeds the final month's Base Rent for the Premises 
     divided by the number of years (or portions thereof) in the Term of the 
     Lease (or, in the case of the additional Security Deposit in excess of 
     the final month's Base Rent for the First Offer Space to be provided 
     upon exercise by Tenant of its Right of First Offer, the number of years 
     (or portions thereof) remaining in the Term of this Lease from and after 
     the Availability Date with respect to the First Offer Space).  Landlord 
     shall reasonably cooperate with Tenant to accomplish such reduction 
     either by (i) acceptance of supplements to such Letters of Credit 
     evidencing such reductions, (ii) presentation of the original Letters of 
     Credit to the issuing bank for the reductions to be appropriated noted 
     or endorsed thereon, (iii) exchange of the original Letters of Credit 
     for replacement Letters of Credit in the reduced amounts, or (iv) return 
     to Tenant of cash in the amount of the Security Deposit reduction in the 
     event the additional Security Deposit was provided by Tenant in the form 
     of cash rather than Letters of Credit.

     3.5  DETERMINATION OF BASE RENT FOR FIRST OFFER SPACE.  Base Rent for the
First Offer Space shall equal the Market Rent for such space determined as
provided below.  Notwithstanding anything in this Section 3.5 to the contrary,
in no event shall the Base Rent for the First Offer Space be less than the
average Base Rent paid by Tenant from the Commencement Date of the Availability
Date with respect to the original Premises.

          3.5.1  AGREEMENT ON BASE RENT.  Landlord and Tenant shall have 
     thirty (30) days after Landlord receives the Election Notice in which to 
     mutually agree on the Base Rent for the First Offer Space.

          3.5.2  ARBITRATION.  If Landlord and Tenant are unable to agree 
     upon the Base Rent for the First Offer Space within such thirty (30) day 
     period, then within fifteen (15) days after the expiration of the thirty 
     (30) day period, each party, by giving notice to the other party, shall 
     appoint a real estate appraiser who is a current member of the American 
     Institute of Real Estate Appraisers, with at least five (5) years of 
     experience appraising building space comparable to the Premises in the 
     city and county where the Premises is located to determine the Market 
     Rent.  Market Rent shall mean the monthly amount per rentable square 
     foot in the First Offer Space that a willing, non-equity new tenant 
     would pay and a willing landlord would accept at arm's length for space 
     in a comparable building or buildings, with comparable tenant 
     improvements, in a comparable location, giving appropriate consideration 
     to monthly rental rates per rentable square foot, the presence or 
     absence of rent escalation clauses such as operating expense and tax 
     pass-throughs, length of lease term, size and location of premises being 
     leased and other generally applicable terms and conditions of tenancy 
     for a similar building or buildings.  If the two (2) appraisers are 
     unable to agree on the Market Rent for the First Offer Space within 
     twenty (20) days, they shall select a third appraiser meeting the 
     qualifications stated in this Section within five (5) days after the 
     last day the two (2) appraisers are given to set the Market Rent for the 
     First Offer Space.  The third appraiser, however selected, shall be a 
     person who has not previously acted in any capacity for either party.  
     Within twenty (20) days after the selection of the third appraiser, a 
     majority of the appraisers shall set the Market Rent for the First Offer 
     Space.  If a majority of the appraisers is unable to set the Market Rent 
     within the twenty (20) day period, the two (2) closest appraisals shall 
     be added together and their total divided by two (2). The resulting 
     quotient shall be the Market Rent for the First Offer Space.  Each party 
     shall be responsible for the costs, charges and fees of the appraiser 
     appointed by that party plus one-half of the cost of the third appraiser.

          3.5.3  AMENDMENT OF LEASE.  Immediately after the Base Rent is 
     determined pursuant to this Section 3.5, Landlord and Tenant shall 
     execute an amendment to this Lease adding the First Offer Space to the 
     Premises and adjusting the Base Rent to include the Base Rent determined 
     for the First Offer Space as provided in this Section 3.5.


                                         4
<PAGE>

     4.   BUILDING SERVICES AND UTILITIES.

     Landlord agrees to supply, subject to the other provisions of this 
Lease, reasonable janitorial service and reasonable amounts of heat, water 
for drinking purposes, air conditioning and electric current for office 
machines and normal lighting Monday through Friday, from 8 a.m. to 6 p.m., 
and on Saturdays from 8 a.m. until noon, except for the usual holidays (the 
"Usual Building Hours"); provided, however, that reasonable amounts of 
electric current for office machines and normal lighting (subject to Tenant's 
payment of charges therefor in the event of excess consumption as provided 
below) shall be supplied by Landlord 24 hours per day, 7 days per week. 
Landlord shall not be liable for any interruption of said utilities and 
services when such interruption is caused by strikes, mechanical failure, 
accidents or any other conditions beyond the reasonable control of Landlord, 
nor shall there be any abatement of rent as a result thereof.  Tenant shall 
not install or use in the Premises any machines or any apparatus or device, 
which individually or in the aggregate will generate excessive heat or 
increase the amount of electricity, water or air conditioning usually 
supplied for use of the Premises as general office space, or in any way 
create a burden on or adversely affect the normal functioning of the heating, 
ventilation and air conditioning ("HVAC") system of the Building.  Tenant 
shall use only the electrical outlets and water pipes existing in the 
Premises upon completion of the initial tenant improvements.  In the event 
Tenant utilizes or consumes utilities or services after Usual Building Hours 
or in amounts which are appreciably in excess of those utilized or consumed 
by the average office tenants in the Building, Tenant shall reimburse 
Landlord, as additional rent, upon receipt of demand therefor, for the cost 
of such excess consumption.  In addition, Landlord shall have the right at 
any time to cause water meters or electric current meters to be installed in 
the Premises for the purpose of measuring such excess consumption, in which 
event Tenant shall pay to Landlord, as additional rent, the cost of any such 
meters (which shall be the property of Landlord), as well as the cost of 
installation, maintenance and repair thereof.  Tenant shall comply with all 
rules and regulations which Landlord may reasonably establish for the proper 
functioning and protection of the HVAC, elevator, and plumbing systems. 
Provided that Landlord shall not unreasonably interrupt Tenant's use of the 
Premises, Landlord shall at all reasonable times have free access to all 
mechanical installations in the Premises, including, but not limited to, air 
conditioning, fan, ventilating and machine rooms and electrical closet. 
Landlord shall have no responsibility for providing to Tenant any telephone 
equipment, including wiring, within the Premises or for providing telephone 
service or connections from the utility to the Premises, except as required 
by law.

5.   TAXES.

     5.1  INCREASE IN REAL PROPERTY TAXES.  Tenant shall pay to Landlord (a)
Tenant's Building Share of the Increase in Building Real Property Taxes and (b)
Tenant's Site Share of the Increase in Site Real Property Taxes.  The "Increase
in Building Real Property Taxes" is the increase in Building Real Property Taxes
in any calendar year over the Building Real Property Taxes in the Base Year. 
The "Increase in Site Real Property Taxes" is the increase in Site Real Property
Taxes in any calendar year over the Site Real Property Taxes in the Base Year.

     5.2  DEFINITIONS.

          5.2.1  BUILDING REAL PROPERTY TAXES.  "Building Real Property Taxes" 
shall be the sum of the following: all real property taxes, possessory-interest 
taxes, business or license taxes or fees, service payments in lieu of such 
taxes or fees, annual or periodic license or use fees, excises, transit and 
traffic charges, housing fund assessments, open space charges, childcare fees, 
school, sewer and parking fees or any other assessments, levies, fees, 
exactions or charges, general and special, ordinary and extraordinary, 
unforeseen as well as foreseen (including fees "in-lieu" of any such tax or 
assessment) which are assessed, levied, charged, conferred or imposed by any 
public authority upon the Building and the Common Areas of the Building or 
their operations, together with all taxes, assessments or other fees imposed by 
any public authority upon or measured by any Rent or other charges payable 
hereunder, including any gross receipts tax or excise tax levied by any 
governmental authority with respect to receipt of rental income, or upon, with 
respect to or by reason of the development, possession, leasing, operation, 
management, maintenance, alteration, repair, use or occupancy by Tenant of the 
Premises or any portion thereof, or documentary transfer taxes upon this 
transaction or any document to which Tenant is a party creating or transferring 
an interest in the Premises, together with any tax imposed in substitution, 
partially or totally, of any tax previously included within the aforesaid 
definition or any additional tax the nature of which was previously included 
within the aforesaid definition, together with the costs and expenses 
(including attorneys and expert witness fees and costs) of challenging any of 
the foregoing or seeking the reduction in or abatement, redemption or return of 
any of the foregoing, but only to the extent of any such reduction, abatement, 
redemption or return.  Nothing contained in this Lease shall require Tenant to 
pay any franchise, corporate, estate or inheritance tax of Landlord, or any 
income, profits or revenue tax or charge upon the net income of Landlord.


                                         5
<PAGE>

          5.2.2  SITE REAL PROPERTY TAXES.  "Site Real Property Taxes" shall be 
the sum of the following: all real property taxes, possessory-interest taxes, 
business or license taxes or fees, service payments in lieu of such taxes or 
fees, annual or periodic license or use fees, excises, transit and traffic 
charges, housing fund assessments, open space charges, childcare fees, school, 
sewer and parking fees or any other assessments, levies, fees, exactions or 
charges, general and special, ordinary and extraordinary, unforeseen as well as 
foreseen (including fees "in-lieu" of any such tax or assessment) which are 
assessed, levied, charged, conferred or imposed by any public authority upon 
the land on which the Building and other buildings comprising the Project are 
located (the "Site") or its operations, together with any tax imposed in 
substitution, partially or totally, of any tax previously included within the 
aforesaid definition or any additional tax the nature of which was previously 
included within the aforesaid definition, together with the costs and expenses 
(including attorneys and expert witness fees and costs) of challenging any of 
the foregoing or seeking the reduction in or abatement, redemption or return of 
any of the foregoing, but only to the extent of any such reduction, abatement, 
redemption or return.

     5.3  PERSONAL PROPERTY TAXES.  Prior to delinquency, Tenant shall pay all
taxes and assessments levied upon trade fixtures, alterations, additions,
improvements, inventories and other personal property located and/or installed
on the Premises by Tenant; and Tenant shall provide 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.

6.   OPERATING EXPENSES.

     6.1  INCREASE IN OPERATING EXPENSES.  Tenant shall pay to Landlord (a) 
Tenant's Building Share of the Increase in Building Operating Expenses and 
(b) Tenant's Site Share of the Increase in Site Operating Expenses.  The 
"Increase in Building Operating Expenses" is the increase in Building 
Operating Expenses in any calendar year over the Building Operating Expenses 
in the Base Year.  The "Increase in Site Operating Expenses" is the increase 
in Site Operating Expenses in any calendar year over the Site Operating 
Expenses in the Base Year.

     6.2  DEFINITIONS.

          6.2.1  BUILDING OPERATING EXPENSES.  "Building Operating Expenses" 
shall include all reasonable and necessary expenses incurred by Landlord in the 
operation, maintenance, repair and management of the Building and the Common 
Areas of the Building, including, but not limited to, (a) non-structural 
repairs to and maintenance of the roof, skylights and or walls of the Building; 
(b) repair, maintenance, utility costs and landscaping of the Building and 
Common Areas of the Building; (c) insurance deductibles (not to exceed $100,000 
per calendar year) and premiums relating to the insurance maintained by 
Landlord with respect to the Building and the Common Areas of the Building; (d) 
service contracts for security, cleaning, janitorial and landscaping services 
and maintenance of HVAC systems and elevators, if any; (e) all wage and labor 
costs, including fringe benefits, applicable to persons engaged in the 
operation, maintenance and repair of the Building and the Common Areas of the 
Building as Landlord's agents or as independent contractors; (f) capital 
improvements made to or capital assets acquired for the Building and the Common 
Areas of the Building after the Commencement Date that reduce Building 
Operating Expenses or are reasonably necessary for the health and safety of the 
occupants of the Building or are required under any present or future 
governmental law or regulation, which capital costs, or an allocable portion 
thereof, shall be amortized over the useful life of such items, together with 
interest on the unamortized balance at an annual interest rate equal to 
Landlord's good faith estimate of its cost of funds for such capital 
improvements or capital assets but in all events not in excess of the 
Applicable Interest Rate; and (g) installation, maintenance, repair and 
replacement of telephone wiring within the Building.  Building Operating 
Expenses shall also include an administrative fee to Landlord for accounting 
and project management services relating to the Building and the Common Areas 
of the Building in an amount equal to ten percent (10%) of the sum of Building 
Operating Expenses (other than the administrative fee) and Building Real 
Property Taxes.  Building Operating Expenses shall not include (i) replacement 
of or structural repairs to the roof or the exterior walls; (ii) repairs to the 
extent covered by insurance proceeds, or paid by Tenant or other third parties; 
(iii) alterations solely attributable to tenants of the Building other than 
Tenant; (iv) capital improvements made to correct any failure as of the 
Commencement Date of the Premises, Building and/or Common Areas of the Building 
to comply with governmental laws in effect and applicable to the Premises, 
Building and/or Common Areas of the Building and Landlord as of the 
Commencement Date (specifically omitting from such exclusion any capital 
improvements arising out of any activities or operations of Tenant in, on or 
about the Premises, the Building and/or the Common Areas of the Building); (v) 
marketing and promotional costs, leasing commissions, brokerage commissions and 
attorneys fees incurred in connection with the lease, sublease and/or 
assignment of any other space in the Building with or to any existing or 
potential tenant or other occupant; (vi) depreciation and amortization of the 
Building; (vii) debt service payments with respect to the Building; and (viii) 
reserves for repairs,


                                         6
<PAGE>

replacements, bad debts and the like.  If during any calendar year the Building 
is not at least 95% occupied, Building Operating Expenses for such year shall 
be calculated based on a 95% occupancy rate for the Building.

     6.2.2  SITE OPERATING EXPENSES.  "Site Operating Expenses" shall include 
all reasonable and necessary expenses incurred by Landlord in the operation, 
maintenance, repair and management of the Site and the Common Areas of the 
Site, including, but not limited to, (a) repair, maintenance, utility costs and 
landscaping of the Site and the Common Areas of the Site, including any and all 
costs of cleaning, maintenance and repairs of common driveways, walkways, 
parking areas, landscaping, and other costs which are allocable to the Site and 
the Common Areas of the Sites under the terms of any CC&R's affecting the 
Project; (b) insurance deductibles (not to exceed $100,000 per calendar year) 
and premiums relating to the insurance maintained by Landlord with respect to 
the Site and the Common Areas of the Site; (c) service contracts for security, 
cleaning, janitorial and landscaping services, if any; (d) all wage and labor 
costs, including fringe benefits, applicable to persons engaged in the 
operation, maintenance and repair of the Site and the Common Areas of the Site 
as Landlord's agents or as independent contractors; and (e) capital 
improvements made to or capital assets acquired for the Site and the Common 
Areas of the Site after the Commencement Date that reduce Site Operating 
Expenses or are reasonably necessary for the health and safety of the occupants 
of the Project or are required under any present or future governmental law or 
regulation, which capital costs, or an allocable portion thereof, shall be 
amortized over the useful life of such items, together with interest on the 
unamortized balance at an annual interest rate equal to Landlord's good faith 
estimate of its cost of funds for such capital improvements or capital assets 
but in all events not in excess of the Applicable Interest Rate.  Site 
Operating Expenses shall also include an administrative fee to Landlord for 
accounting and project management services relating to the Site and the Common 
Areas of the Site in an amount equal to ten percent (10%) of the sum of Site 
Operating Expenses (other than the administrative fee) and Site Real Property 
Taxes.  Site Operating Expenses shall not include (i) repairs to the extent 
covered by insurance proceeds, or paid by Tenant or other third parties; (ii) 
alterations solely attributable to tenants of the Project other than Tenant; 
(iii) capital improvements made to correct any failure as of the Commencement 
Date of the Site and/or Common Areas of the Site to comply with governmental 
laws in effect and applicable to the Site and/or Common Areas of the Site and 
Landlord as of the Commencement Date (specifically omitting from such exclusion 
any capital improvements arising out of any activities or operations of Tenant 
in, on or about the Site and/or the Common Areas of the Site); (iv) marketing 
and promotional costs, leasing commissions, brokerage commissions and attorneys 
fees incurred in connection with the lease, sublease and/or assignment of any 
other space in the Building with or to any existing or potential tenant or 
other occupant; (v) depreciation and amortization of the Building; (vi) debt 
service payments with respect to the Building; and (vii) reserves for repairs, 
replacements, bad debts and the like. If during any calendar year the Building 
is not at least 95% occupied, Site Operating Expenses for such year shall be 
calculated based on a 95% occupancy rate for the Site.

7.   ESTIMATED EXPENSES.

     7.1  PAYMENT.  "Estimated Expenses" for any particular year shall mean
Landlord's estimate of Increases in Building Operating Expenses, Site Operating
Expenses, Building Real Property Taxes and Site Real Property Taxes
(collectively referred to as "Increases") for a calendar year.  On or about the
last month of each calendar year, or as soon thereafter as practicable, Landlord
shall give Tenant notice of the Estimated Expenses for the ensuing calendar
year.  Tenant shall pay Tenant's Building Share and Tenant's Site Share, as
applicable, of the Estimated Expenses with installments of Base Rent in monthly
installments of one-twelfth (1/12th) thereof on the first day of each calendar
month during such year.  If at any time Landlord determines that Building
Operating Expenses, Site Operating Expenses, Building Real Property Taxes and
Site Real Property Taxes are projected to vary from the then Estimated Expenses
by more than ten percent (10%), Landlord may, by notice to Tenant, revise such
Estimated Expenses, and Tenant's monthly installments for the remainder of such
year shall be adjusted so that by the end of such calendar year Tenant has paid
to Landlord Tenant's Building Share and Tenant's Site Share, as applicable, of
the revised Estimated Expenses for such year.

     7.2  ADJUSTMENT.  "Operating Expenses and Real Property Taxes Adjustment"
(or "Adjustment") shall mean the difference between Tenant's Building Share and
Tenant's Site Share, as applicable, of Estimated Expenses and Tenant's Building
Share and Tenant's Site Share, as applicable, of Increases for any calendar
year.  After the end of each calendar year, Landlord shall deliver to Tenant a
statement of Tenant's Building Share and Tenant's Site Share, as applicable, of
Increases for such calendar year, accompanied by a computation of the
Adjustment.  If Tenant's payments are less than Tenant's Building Share and
Tenant's Site Share, as applicable, of Increases, then Tenant shall pay the
difference within twenty (20) days after receipt of such statement.  Tenant's
obligation to pay such amount shall survive the termination of this Lease.  If
Tenant's payments exceed Tenant's Building Share and Tenant's Site Share, as
applicable, of Increases, then (provided that Tenant is not in default),
Landlord shall credit such excess amount to future installments


                                         7
<PAGE>

of Tenant's Building Share and Tenant's Site Share, as applicable, of Increases
for the next calendar year.  If Tenant is in default, Landlord may, but shall
not be required to, credit such amount to Rent arrearages.

     7.3  TENANT REVIEW OF ADJUSTMENTS.  If Tenant shall dispute any 
statement regarding any Adjustment, Tenant shall have the right, at any 
reasonable time during normal business hours and after giving reasonable 
notice to Landlord, not later than sixty (60) days following the receipt of 
such statement (otherwise, such statement shall be final and binding for all 
purposes hereof) and upon the condition that Tenant shall first deposit with 
Landlord the full amount in dispute, to review at Landlord's offices 
Landlord's books and records with respect to Operating Expenses and Real 
Property Taxes for such calendar year.  Tenant agrees that its review of such 
books and records shall be conducted in a manner to minimize any interference 
with Landlord's normal business operations.  All information so obtained by 
Tenant or otherwise obtained under the provisions of this Lease shall be 
treated as confidential except in any litigation or arbitration proceedings 
between the parties.

8.   INSURANCE.

     8.1  LANDLORD.  Landlord shall maintain insurance insuring the Building
against fire and extended coverage (including, if Landlord elects, "all risk"
coverage, earthquake/volcanic action, flood and/or surface water insurance) for
the full replacement cost of the Building, with deductibles and the form and
endorsements of such coverage as selected by Landlord; provided, Landlord
reserves the right to self-insure with respect to any such coverage.  Landlord
may also carry such other insurance as Landlord may deem prudent or advisable
including, without limitation, liability insurance in such amounts and on such
terms as Landlord shall determine.  Such insurance is to protect, and to be for
the benefit of, Landlord.

     8.2  TENANT.  Tenant shall, at Tenant's expense, obtain and keep in 
force at all times the following insurance:

          8.2.1  COMMERCIAL GENERAL LIABILITY INSURANCE (OCCURRENCE FORM).  A 
policy of commercial general liability insurance (occurrence form) having a 
combined single limit of not less than Two Million Dollars ($2,000,000) per 
occurrence and Two Million Dollars ($2,000,000) aggregate per location if 
Tenant has multiple locations, providing coverage for, among other things, 
blanket contractual liability, premises, products/completed operations and 
personal and advertising injury coverage, with deletion of (a) the exclusion 
for operations within fifty (50) feet of a railroad property (railroad 
protective liability), if applicable, and (b) the exclusion for explosion, 
collapse or underground hazard, if applicable, and, if necessary, Tenant shall 
provide for restoration of the aggregate limit;

          8.2.2  AUTOMOBILE LIABILITY INSURANCE.  Comprehensive automobile 
liability insurance having a combined single limit of not less than Two Million 
Dollars ($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;

          8.2.3  WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE.  
Workers' compensation insurance having limits not less than those required by 
state statute and federal statute, if applicable, and covering all persons 
employed by Tenant in the conduct of its operations on the Premises (including 
the all states endorsement and, if applicable, the volunteers endorsement), 
together with employer's liability insurance coverage in the amount of at least 
One Million Dollars ($1,000,000); and

          8.2.4  PROPERTY INSURANCE.  "All risk" property insurance covering 
damage to or loss of any personal property, fixtures and equipment, including 
electronic data processing equipment, of Tenant (collectively "Tenant's 
Property") (and coverage for the full replacement cost thereof including 
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.

     8.3  GENERAL.

          8.3.1  INSURANCE COMPANIES.  Insurance required to be maintained by 
Tenant shall be written by companies licensed to do business in the state in 
which the Premises are located and having a "General Policyholders Rating" of 
at least A VIII (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 "Best's 
Insurance Guide."


                                         8
<PAGE>

          8.3.2  CERTIFICATES OF INSURANCE.  Tenant shall deliver to Landlord 
     certificates of insurance for all insurance required to be maintained by 
     Tenant, in the form of the ACORD standard certificate of insurance, no 
     later than seven (7) days prior to the date of possession of the 
     Premises.  Tenant shall, at least ten (10) days prior to expiration of 
     the 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 sixty (60) days prior written notice to the parties named as 
     additional insureds as required in this Lease (except in the case of 
     cancellation for nonpayment of premium in which case cancellation shall 
     not take effect until at least ten (10) days' notice has been given to 
     the parties named as additional insureds).  If Tenant fails to maintain 
     any insurance required in this Lease, Tenant shall be liable for all 
     losses and cost resulting from said failure.

          8.3.3  ADDITIONAL INSUREDS.  Landlord and any property management 
     company of Landlord for the Premises shall be named as additional 
     insureds on the policy as required by Section 8.2.1. The policies 
     required under Sections 8.2.1 and 8.3.5 shall provide for severability 
     of interest.  An additional insureds endorsement, naming Landlord and 
     any property management company of Landlord, if applicable, as 
     additional insured(s), shall be attached to the certificate of insurance.

          8.3.4  PRIMARY COVERAGE.  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 of 
     Landlord.

          8.3.5  UMBRELLA/EXCESS INSURANCE.  Any umbrella liability policy or 
     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.

          8.3.6  WAIVER OF SUBROGATION.  Tenant and Landlord each waive any 
     right to recover against the other for claims for damages to its 
     property to the extent covered by insurance.  This provision is intended 
     to waive fully, and for the benefit of Landlord and Tenant any rights 
     and/or claims which might give rise to a right of subrogation in favor 
     of any insurance carrier with respect to property insurance carried by 
     Landlord and Tenant under Sections 8.1 and 8.2.4, respectively.  The 
     coverage obtained by Landlord and Tenant pursuant to this Lease shall 
     include, without limitation, a waiver of subrogation endorsement 
     attached to the certificate of insurance.

          8.3.7  NOTIFICATION OF INCIDENTS.  Tenant shall notify Landlord 
     within twenty-four (24) hours after the occurrence of any accident or 
     incident in the Premises, the Building or the Common Areas which could 
     give rise to a claim against any of the insurance policies required 
     under this Section 8.

     8.4  INDEMNITY.  Tenant shall indemnify, protect, defend by counsel
reasonably acceptable to Landlord, and hold harmless Landlord and its partners,
directors, officers, employees, shareholders, lenders, agents, contractors and
each of their successors and assigns from and against any and all claims,
judgments, causes of action, damages, penalties, costs, liabilities, and
expenses, including all costs, attorneys' fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought
thereon, arising at any time during or after the Term as a result (directly or
indirectly) of or in connection with (i) any default in the performance of any
obligation on Tenant's part to be performed under the terms of this Lease, or
(ii) Tenant's use of the Premises, the conduct of Tenant's business or any
activity, work or things done, permitted or suffered by Tenant in or about the
Premises, the Building, the Common Area or other portions of the Project, except
for claims caused solely by Landlord's gross negligence or wilful misconduct. 
The obligations of Tenant under this Section 8.4 shall survive the termination
of this Lease with respect to any claims or liability arising prior to such
termination.

     8.5  EXEMPTION OF LANDLORD FROM LIABILITY.  Tenant, as a material part of
the consideration to Landlord, hereby assumes all risk of damage to property
including, but not limited to, Tenant's fixtures, equipment, furniture and
alterations or injury to persons in, upon or about the Premises, the Building,
the Common Area or other portions of the Project arising from any cause, and
Tenant hereby waives all claims in respect thereof against Landlord, except such
claims as are caused solely by Landlord's gross negligence or wilful misconduct.
Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's
business or any loss of income therefrom or for damage to the property of
Tenant, or injury to or death of Tenant, Tenant's employees, invitees,
customers, agents or contractors or any other person in or about the Premises,
the Building, the Common Area or the Project, whether such damage or injury is
caused by fire, steam, electricity, gas, water or rain, or from the breakage,
leakage or other defects of sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, or the interruption or failure of telephone
services to the Premises; or from any other cause, whether said damage or injury
results from conditions arising upon the Premises, upon other portions of the
Building or from other


                                         9
<PAGE>

sources or places, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible to Tenant, except damage or
injury caused solely by Landlord's gross negligence or wilful misconduct. 
Landlord shall not be liable for any damages arising from any act or neglect of
any other tenant, if any, of the Building or the Project or Landlord's failure
to enforce the terms of any agreements with parties other than Tenant.

9.   REPAIRS AND MAINTENANCE.

     9.1  TENANT.  Tenant shall keep and maintain the Premises, including floors
and floor coverings, carpet and window coverings, interior plumbing, electrical
wiring, fixtures and equipment in good repair and in a clean and safe condition,
and repair and/or replace any and all of the foregoing in a good and workmanlike
manner.

     9.2  LANDLORD.  Landlord shall repair damage to (i) structural portions of
the Building, and (ii) building operating systems (e.g. electrical, plumbing,
HVAC and elevators) located outside of the Premises; provided, if such damage is
caused by an act or omission of Tenant, then such repairs shall be at Tenant's
sole expense.  There shall be no abatement of Rent during the performance of
such work.  Except for the initial improvements provided for in the Work Letter,
Landlord shall have no obligation during the Term of this Lease to remodel,
repair, improve, decorate or paint any part of the Premises or to clean, repair
or replace carpeting or window coverings, except for normal vacuuming of the
carpet as part of the janitorial services provided herein.  Landlord shall not
be liable to Tenant for injury or damage that may result from any defect in the
construction or condition of the Premises, nor for any damage that may result
from interruption of Tenant's use of the Premises during any repairs by
Landlord.  Tenant waives any right to repair the Premises, the Building and/or
the Common Area at the expense of Landlord under any applicable governmental
laws, ordinances, statutes, orders or regulations now or hereafter in effect
which might otherwise apply.

10.  ALTERATIONS.

     10.1  TRADE FIXTURES; ALTERATIONS.  Tenant may install necessary trade
fixtures, equipment and furniture in the Premises, provided that such items are
installed and are removable without structural or material damage to the
Premises, the Building, the Common Area or the Project.  Tenant shall not
construct, nor allow to be constructed, any alterations or physical additions
in, about or to the Premises, nor alter, modify, add to or disturb any telephone
wiring in the Premises or elsewhere in the Building without obtaining the prior
written consent of Landlord, which consent may be conditioned upon Tenant's
compliance with all laws, ordinances, regulations, codes and other governmental
requirements and with Landlord's reasonable requirements regarding construction
of improvements and alterations but such consent otherwise shall not be
unreasonably withheld.  Tenant shall submit plans and specifications to Landlord
with Tenant's request for approval and shall reimburse Landlord for all costs
which Landlord may incur in connection with granting approval to Tenant for any
such alterations and additions, including any costs or expenses which Landlord
may incur in electing to have outside architects and engineers review said
matters.  Landlord's approval of the plans, specifications and working drawings
for Tenant's alterations and additions shall create no responsibility or
liability on the part of Landlord for their completeness, design sufficiency or
compliance with all laws, rules and regulations of governmental agencies or
authorities.  Tenant shall file a notice of completion after completion of such
work and provide Landlord with a copy thereof.  Tenant shall provide Landlord
with a set of "as-built" drawings for any such work.

     10.2  DAMAGE; REMOVAL.  Tenant shall repair all damage to the Premises
and/or the Building caused by the installation or removal of Tenant's fixtures,
equipment, furniture and alterations or damage to the telephone wiring in the
Building due to the act, negligent or otherwise, of Tenant or any employee,
contractor or agent of Tenant.  Upon the termination of this Lease, except as
otherwise may be approved in writing by Landlord, Tenant shall remove any or all
alterations, additions, improvements and partitions made or installed by Tenant
and restore the Premises to its condition existing prior to the construction of
any such items and perform any closure work, investigation and environmental
remedial work required by any Environmental Laws (as defined in Article 12) or
by any other applicable laws, ordinances, regulations or permits by any
governmental authority having jurisdiction; provided, however, Landlord may
permit, upon written notice to Tenant, any such items designated by Landlord to
remain on the Premises, in which event they shall be and become the property of
Landlord upon the termination of this Lease.  All such removals and restoration
shall be accomplished in a good and workmanlike manner so as not to cause any
damage to the Premises, the Building, the Common Area or the Project whatsoever
and in strict accordance with all applicable laws, regulations and government
orders.  In connection with Tenant's request for Landlord's approval of
alterations, additions or improvements to the Premises as provided in SECTION 
10.1 above, Tenant may request that Landlord specify in writing as part of
Landlord's approval of such alterations, additions or improvements which items,
if any, Landlord will permit to remain on the Premises upon the termination of
this Lease.


                                         10
<PAGE>

     10.3 LIENS.  Tenant shall promptly pay and discharge all claims for labor
performed, supplies furnished and services rendered at the request of Tenant and
shall keep the Premises free of all mechanics' and materialmen's liens in
connection therewith.  Tenant shall provide at least ten (10) days prior written
notice to Landlord before any labor is performed, supplies furnished or services
rendered on or at the Premises and Landlord shall have the right to post on the
Premises notices of non-responsibility.  If any lien is filed, Tenant shall
cause such lien to be released and removed within ten (10) days after the date
of filing, and if Tenant fails to do so, Landlord may take such action as may be
necessary to remove such lien and Tenant shall pay Landlord such amounts
expended by Landlord together with interest thereon at the Applicable Interest
Rate from the date of expenditure.

11.  USE.

     The Premises shall be used only for the Permitted Uses set forth in the
Basic Lease Information and for no other uses.  Tenant, at Tenant's expense,
shall comply with any CC&R's or supplement thereto recorded in any official or
public records with respect to the Project or any portion thereof and with all
laws, rules, orders, ordinances, directions, regulations and requirements of
federal, state, county and municipal authorities now in force or which may
hereafter be in force, which shall impose any duty upon Landlord or Tenant with
respect to the use, occupation or alteration of the Premises.  Tenant shall be
responsible for obtaining any permit, business license, certificate of
occupancy, or other permits or licenses required by any governmental agency
permitting Tenant's use or occupancy of the Premises.  Tenant shall comply with
the rules and regulations attached hereto as EXHIBIT D, together with such
additional rules and regulations as Landlord may from time to time reasonably
prescribe.  Tenant shall not commit waste, overload the floors or structure of
the Building, subject the Premises, the Building, the Common Area or the Project
to any use which would damage the same or increase the risk of loss or violate
any insurance coverage, permit any unreasonable odors, smoke, dust, gas,
substances, noise or vibrations to emanate from the Premises, take any action
which would constitute a nuisance or would disturb, obstruct or endanger any
other tenants, take any action which would abrogate any warranties, or use or
allow the Premises to be used for any unlawful purpose.  Tenant shall have the
right to use for its employees and invitees, on an unreserved basis, the number
of Parking Spaces indicated in the Basic Lease Information.  Tenant shall not
use more than the number of spaces allocated to Tenant.  Landlord shall not be
responsible for non-compliance by any other tenant or occupant with, or
Landlord's failure to enforce, any of the rules or regulations or any other
terms or provisions of such tenant's or occupant's lease.  Landlord shall
enforce such rules and regulations on a non-discriminatory basis.  Tenant shall
promptly comply with the reasonable requirements of any board of fire insurance
underwriters or other similar body now or hereafter constituted.  Tenant shall
not do any act which shall in any way encumber the title of Landlord in and to
the Premises, the Building or the Project.

12.  ENVIRONMENTAL MATTERS.

     12.1  DEFINITIONS.

          12.1.1  ENVIRONMENTAL CONDITION.  "Environmental Condition" means any 
adverse condition relating to any Hazardous Materials or the environment, 
including surface water, groundwater, drinking water supply, land, soil, 
surface or subsurface strata or the ambient air and includes air, land and 
water pollutants, noise, vibration, light and odors.

          12.1.2    ENVIRONMENTAL LAWS.  "Environmental Laws" means any and all 
federal, state or local environmental, health and/or safety-related laws, 
regulations, standards, decisions of courts, ordinances, rules, codes, orders, 
decrees, directives, guidelines, permits or permit conditions, currently 
existing and as amended, enacted, issued or adopted in the future relating to 
the environment or to any Hazardous Material (including, without limitation, 
the Comprehensive Environmental Response, Compensation and Liability Act of 
1980 (42 U.S.C. Section 9601 ET SEQ.)), which are or become applicable to 
Tenant, the Premises, the Building, the Common Area or the Project.

          12.1.3    HAZARDOUS MATERIALS.  "Hazardous Materials" means any 
chemical, substance, material, controlled substance, object, condition, waste, 
living organism or combination thereof which is or may be hazardous to human 
health or safety or to the environment (whether potentially injurious to 
persons and property and whether potentially injurious by themselves or in 
combination with other materials) due to its radioactivity, ignitability, 
corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, 
phytotoxicity, infectiousness or other harmful or potentially harmful 
properties or effects, including, without limitation, petroleum and petroleum 
products, asbestos, radon, polychlorinated biphenyls (PCBs) and all of those 
chemicals, substances, materials, controlled substances, objects, conditions, 
wastes, living organisms or combinations thereof which are now or become in the 
future listed in the United States Department


                                      11
<PAGE>

of Transportation Hazardous Materials Table [49 C.F.R. Section 172.101], 
as amended from time to time, or listed, defined or regulated in any 
manner by any Environmental Law.

     12.2 ENVIRONMENTAL COMPLIANCE.  Tenant shall not cause nor permit, nor
allow any of Tenant's employees, agents, customers, visitors, invitees,
licensees, contractors, assignees or subtenants (collectively, "Tenant's
Parties") to cause or permit any Hazardous Materials to be brought upon, stored,
manufactured, generated, blended, handled, recycled, treated, disposed or used
on, under or about the Premises, the Building, the Common Area or the Project,
except for routine office and janitorial supplies in usual and customary
quantities stored, used and disposed of in accordance with all applicable
Environmental Laws.  Tenant and Tenant's Parties shall comply with all
Environmental Laws and promptly notify Landlord in writing of (a) the presence
of any Hazardous Materials, other than office and janitorial supplies as
permitted above, on the Premises; (b) any notices of violation or potential or
alleged violation of any Environmental Law which are received by Tenant from any
governmental agency; (c) any and all inquiry, investigation, enforcement,
clean-up, removal or other governmental or regulatory actions instituted or
threatened relating to Tenant or the Premises or the Project; and (d) all claims
made or threatened by any third-party against Tenant or the Premises or Project
relating to any Hazardous Materials.  Landlord shall have the right, upon not
less than forty-eight (48) hours notice to Tenant, to enter upon and inspect the
Premises and to conduct tests, monitoring and investigations.  Such right of
entry shall include the right to test for soil and groundwater contamination. 
If such tests indicate the presence of any Environmental Condition which
occurred during the Term of this Lease, or if Landlord has reasonable grounds to
believe that Tenant has disposed of or caused a release of Hazardous Materials
at, on or about the Premises or the Project, Tenant shall reimburse Landlord for
the cost of conducting such tests.  In the event of any such Environmental
Condition, Tenant shall promptly take any and all steps necessary to rectify the
same to Landlord's reasonable satisfaction or shall, at Landlord's election,
reimburse Landlord, upon demand, for the cost to Landlord of performing
rectifying work.  The reimbursement shall be paid to Landlord in advance of
Landlord's performing such work, based upon Landlord's reasonable estimate of
the cost thereof; and upon completion of such work by Landlord, Tenant shall pay
to Landlord any shortfall within thirty (30) days after Landlord bills Tenant
therefor or Landlord shall within thirty (30) days refund to Tenant any excess
deposit, as the case may be.  In addition, Tenant shall comply, at its sole cost
and expense, with such recommendations contained in any environmental assessment
as Landlord may reasonably require including, without limitation, any
recommendations with respect to precautions which should be taken with respect
to activities on the Premises, and additional testing and studies to detect the
presence of Hazardous Materials.

     12.3 INDEMNIFICATION.  Tenant shall indemnify, protect, defend by counsel
acceptable to Landlord and hold harmless Landlord and its partners, directors,
officers, employees, shareholders, lenders, agents, contractors and each of
their respective successors and assigns (individually and collectively,
"Indemnitees") from and against any and all claims, judgments, causes of action,
damages, penalties, fines, taxes, costs, liabilities, losses and expenses
(including, without limitation, reasonable attorneys' fees and court costs) or
death or injury to any person or damage to any property whatsoever, arising from
or in connection with, or caused in whole or in part, directly or indirectly, by
(a) Tenant and/or any of Tenant's Parties' breach of any prohibition or
provision of this Section 12; (b) Tenant and/or any of Tenant's Parties breach
of any Environmental Law; or (c) the presence of Hazardous Materials on, under
or about the Premises or other properties as a result (directly or indirectly)
of Tenant's and/or any of Tenant's Parties' activities, or failure to act, in
connection with the Premises.  This indemnity shall include the cost of any
required or necessary repair, response, removal, cleanup or detoxification, and
the preparation and implementation of any closure, monitoring or other required
plans, whether such action is required or necessary prior to or following the
termination of this Lease.  This indemnification is intended to constitute an
indemnity agreement within the meaning of Section 9607(e)(i) of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. Section 9607(e)(i)).  Neither the written consent by Landlord to the
presence of Hazardous Materials on, under or about the Premises, nor the strict
compliance by Tenant with all Environmental Laws, shall excuse Tenant from
Tenant's obligation of indemnification pursuant hereto.  Tenant's obligations
pursuant to the foregoing indemnity shall survive the termination of this Lease.

13.  DAMAGE AND DESTRUCTION.

     13.1 CASUALTY.  If the Premises or Building should be damaged or destroyed
by fire or other casualty, within thirty (30) days after receipt by Landlord of
notice of such damage or destruction, Landlord shall notify Tenant whether the
necessary repairs can reasonably be made: (a) within ninety (90) days; (b) in
more than ninety (90) days but in less than one hundred eighty (180) days; or
(c) in more than one hundred eighty (180) days from the date of such damage or
destruction.


                                         12
<PAGE>

          13.1.1  LESS THAN 90 DAYS.  If the Premises or Building should be 
damaged only to such extent that rebuilding or repairs can reasonably be 
completed within ninety (90) days, this Lease shall not terminate and, provided 
that insurance proceeds are available to fully repair the damage, Landlord 
shall repair the Premises, except that Landlord shall not be required to 
rebuild, repair or replace any alterations, partitions, fixtures, additions and 
other improvements (collectively, "Excluded Improvements") which may have been 
placed in, on or about the Premises by or for the benefit of Tenant other than 
the Tenant Improvements constructed pursuant to the Work Letter (which Tenant 
Improvements shall be repaired by Landlord).  If Tenant is required to vacate 
all or a portion of the Premises during Landlord's repair thereof, the Base 
Rent payable hereunder shall be abated proportionately from the date Tenant 
vacates all or a portion of the Premises only during the period the Premises 
are unfit for occupancy.

          13.1.2  GREATER THAN 90 DAYS.  If the Premises or Building should be 
damaged only to such extent that rebuilding or repairs can reasonably be 
completed in more than ninety (90) days but in less than one hundred eighty 
(180) days, then Landlord shall have the option of: (a) terminating the Lease 
effective upon the occurrence of such damage, in which event the Rent shall be 
abated from the date Tenant vacates the Premises; or (b) electing to repair the 
Premises, provided insurance proceeds are available to fully repair the damage 
(except that Landlord shall not be required to rebuild, repair or replace any 
part of the Excluded Improvements which may have been placed in, on or about 
the Premises by or for the benefit of Tenant).  If Tenant is required to vacate 
all or a portion of the Premises during Landlord's repair thereof, the Base 
Rent payable hereunder shall be abated proportionately from the date Tenant 
vacates all or a portion of the Premises only during the period the Premises 
are unfit for occupancy.  In the event that Landlord should fail to 
substantially complete such repairs within one hundred eighty days (180) days 
after the date upon which Landlord is notified by Tenant of the casualty (such 
period to be extended for delays caused by Tenant or because of any items of 
Force Majeure, as defined in the Work Letter) and Tenant has not re-occupied 
the Premises, Tenant shall have the right, as Tenant's exclusive remedy, within 
ten (10) days after the expiration of such one hundred eighty (180) day period, 
to terminate this Lease by delivering written notice to Landlord as Tenant's 
exclusive remedy, whereupon all rights hereunder shall cease and terminate 
thirty (30) days after Landlord's receipt of such notice.

          13.1.3  GREATER THAN 180 DAYS.  If the Premises or Building should be 
so damaged that rebuilding or repairs cannot be completed within one hundred 
eighty (180) days, either Landlord or Tenant may terminate this Lease by giving 
written notice within ten (10) days after notice from Landlord specifying such 
time period of repair; and this Lease shall terminate and the Rent shall be 
abated from the date Tenant vacates the Premises.  In the event that neither 
party elects to terminate this Lease, Landlord shall promptly commence and 
diligently prosecute to completion the repairs to the Premises, provided 
insurance proceeds are available to repair the damage (except that Landlord 
shall not be required to rebuild, repair or replace any Excluded Improvements 
which may have been placed in, on or about the Premises by or for the benefit 
of Tenant).  If Tenant is required to vacate all or a portion of the Premises 
during Landlord's repair thereof, the Base Rent payable hereunder shall be 
abated proportionately from the date Tenant vacates all or a portion of the 
Premises only during the period that the Premises are unfit for occupancy.

     13.2  TENANT'S FAULT.  If the Premises or any portion of the Building is
damaged resulting from the negligence or breach of this Lease by Tenant or any
of Tenant's Parties, Rent shall not be reduced during the repair of such damage
and Tenant shall be liable to Landlord for the cost of the repair caused thereby
to the extent such cost is not covered by insurance proceeds.

     13.3 UNINSURED CASUALTY.  In the event that the Premises or any portion of
the Building is damaged to the extent Tenant is unable to use the Premises and
such damage is not covered by insurance proceeds received by Landlord or in the
event that the holder of any indebtedness secured by the Premises requires that
the insurance proceeds be applied to such indebtedness, then Landlord shall have
the right at Landlord's option either (i) to repair such damage as soon as
reasonably possible at Landlord's expense, or (ii) to give written notice to
Tenant within thirty (30) days after the date of the occurrence of such damage
of Landlord's intention to terminate this Lease as of the date of the
occurrence of such damage.  In the event Landlord elects to terminate this
Lease, Tenant shall have the right within ten (10) days after receipt of such
notice to give written notice to Landlord of Tenant's intention to pay the cost
of repair of such damage, in which event this Lease shall continue in full force
and effect, Landlord shall make such repairs as soon as reasonably possible and
Tenant shall reimburse Landlord for such repairs within fifteen (15) days after
receipt of an invoice from Landlord.  If Tenant does not give such notice within
the ten (10) day period, this Lease shall terminate automatically as of the date
of the occurrence of the damage.  Notwithstanding the foregoing, in the event
that the cost of repair of such uninsured damage does not exceed in the
aggregate $50,000.00, (x) neither Landlord nor Tenant shall have the right to
terminate this Lease by reason of such uninsured damage and this Lease, (y)
Tenant shall pay to Landlord one-half of the cost of


                                         13
<PAGE>

repair of such uninsured damage, and (z) Landlord, without further cost or
expense to Tenant, shall make such repairs as soon as reasonably possible.

     13.4  WAIVER.  With respect to any damage or destruction which Landlord is
obligated to repair or may elect to repair, Tenant waives all rights to
terminate this Lease pursuant to rights otherwise presently or hereafter
accorded by law.

14.  EMINENT DOMAIN.

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

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

     14.3  AWARD.  If the Premises are wholly or partially Condemned, Landlord
shall be entitled to the entire award paid for such condemnation, and Tenant
waives any claim to any part of the award from Landlord or the condemning
authority; provided, however, Tenant shall have the right to recover from the
condemning authority such compensation as may be separately awarded to Tenant in
connection with costs in removing Tenant's merchandise, furniture, fixtures,
leasehold improvements and equipment to a new location.  No condemnation of any
kind shall be construed to constitute an actual or constructive eviction of
Tenant or a breach of any express or implied covenant of quiet enjoyment.

     14.4  TEMPORARY CONDEMNATION.  In the event of a temporary condemnation not
extending beyond the Term, this Lease shall remain in effect, Tenant shall
continue to pay Rent and Tenant shall receive any award made for such
condemnation except damages to any of Landlord's property.  If a temporary
condemnation is for a period which extends beyond the Term, this Lease shall
terminate as of the date of initial occupancy by the condemning authority and
any such award shall be distributed in accordance with the preceding section. 
If a temporary condemnation remains in effect at the expiration or earlier
termination of this Lease, Tenant shall pay Landlord the reasonable cost of
performing any obligations required of Tenant with respect to the surrender of
the Premises.

15.  DEFAULT.

     15.1  EVENTS OF DEFAULTS.  The occurrence of any of the following events
shall, at Landlord's option, constitute an "Event of Default":

          15.1.1  Abandonment of the Premises for a period of thirty (30) 
consecutive days;

          15.1.2  Failure to pay Rent on the date when due and the failure 
continuing for a period of three (3) calendar days after written notice from 
Landlord that such payment is due; provided, however, that any such notice 
shall be in lieu of, and not in addition to, any notice required to be provided 
under Section 1161 ET SEQ of the California Code of Civil Procedure;

          15.1.3  Failure to perform Tenant's covenants and obligations 
hereunder (except default in the payment of Rent) where such failure continues 
for a period of thirty (30) days after written notice from Landlord; provided, 
however, if the nature of the default is such that more than thirty (30) days 
are reasonably required for its cure, Tenant shall not be deemed to be in 
default if Tenant commences the cure within the thirty (30) day period and 
diligently prosecutes such cure to completion;


                                         14
<PAGE>

          15.1.4  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;

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

          15.1.6  The occurrence of an Event of Default set forth in Section 
15.1.4 or 15.1.5 with respect to any guarantor of this Lease, if applicable; or

          15.1.7  The release or discharge of Hazardous Materials into the soil 
or groundwater.

     15.2  REMEDIES.

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

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

          15.2.1.2  UNPAID RENT.  Landlord shall have all the rights and 
remedies of a landlord provided by applicable law, including the right to 
recover from Tenant: (a) the worth, at the time of award, of the unpaid Rent 
that had been earned at the time of termination, (b) the worth, at the time of 
award, of the amount by which the unpaid Rent that would have been earned after 
the date of termination until the time of award exceeds the amount of loss of 
rent that Tenant proves could have been reasonably avoided, (c) the worth, at 
the time of award, of the amount by which the unpaid Rent for the balance of 
the Term after the time of award exceeds the amount of the loss of rent that 
Tenant proves could have been reasonably avoided, and (d) any other amount, and 
court costs, necessary to compensate Landlord for all detriment proximately 
caused by Tenant's default.  The phrase "worth, at the time of award," as used 
in (a) and (b) above, shall be computed at the Applicable Interest Rate, and as 
used in (c) above, shall be computed by discounting such amount at the discount 
rate of the Federal Reserve Bank of San Francisco at the time of award plus one 
percent (1%).

          15.2.2  CONTINUATION.  Even though an Event of Default may have 
occurred, this Lease shall continue in effect for so long as Landlord does not 
terminate Tenant's right to possession; and Landlord may enforce all of 
Landlord's rights and remedies under this Lease, including the right to recover 
Rent as it becomes due.  Landlord, without terminating this Lease, may, during 
the period Tenant is in default, enter the Premises and relet the same, or any 
portion thereof, to third parties for Tenant's account and Tenant shall be 
liable to Landlord for all costs Landlord incurs in reletting the Premises, 
including, without limitation, brokers' commissions, expenses of remodeling the 
Premises and like costs.  Reletting may be for a period shorter or longer than 
the remaining Term. Tenant shall continue to pay the Rent on the date the same 
is due.  No act by Landlord hereunder, including acts of maintenance, 
preservation or efforts to lease the Premises or the appointment of a receiver 
upon application of Landlord to protect Landlord's interest under this Lease, 
shall terminate this Lease unless Landlord notifies Tenant that Landlord elects 
to terminate this Lease. In the event that Landlord elects to relet the 
Premises, the rent that Landlord receives from reletting shall be applied to 
the payment of, first, any indebtedness from Tenant to Landlord other than Base 
Rent and Tenant's Building Share and Tenant's Site Share,


                                         15
<PAGE>

as applicable, of Increases; second, all costs, including maintenance, incurred 
by Landlord in reletting; and, third, Base Rent and Tenant's Building Share and 
Tenant's Site Share, as applicable, of Increases under this Lease.  After 
deducting the payments referred to above, any sum remaining from the rental 
Landlord receives from reletting shall be held by Landlord and applied in 
payment of future Rent as Rent becomes due under this Lease.  In no event, and 
notwithstanding anything in Section 16 to the contrary, shall Tenant be 
entitled to any excess rent received by Landlord.  If, on the date Rent is due 
under this Lease, the rent received from the reletting is less than the Rent 
due on that date, Tenant shall pay to Landlord, in addition to the remaining 
Rent due, all costs, including maintenance, which Landlord incurred in 
reletting the Premises that remain after applying the rent received from 
reletting as provided hereinabove.  So long as this Lease is not terminated, 
Landlord shall have the right to remedy any default of Tenant, to maintain or 
improve the Premises, to cause a receiver to be appointed to administer the 
Premises and new or existing subleases and to add to the Rent payable hereunder 
all of Landlord's reasonable costs in so doing, with interest at the Applicable 
Interest Rate from the date of such expenditure.

          15.2.3  ENVIRONMENTAL DEFAULTS.  In the event of the occurrence of an 
Event of Default under Section 15.1.7, Landlord shall have the right to (a) 
terminate this Lease and collect damages, including the cost of remediation of 
any Hazardous Materials released into the soil or groundwater, or (b) require 
remediation of contamination while enforcing the remaining terms of this Lease.

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

     16.  ASSIGNMENT AND SUBLETTING.

     Tenant shall not assign, sublet or otherwise transfer, whether voluntarily 
or involuntarily or by operation of law, the Premises or any part thereof 
without Landlord's prior written approval, which shall not be unreasonably 
withheld. Landlord's consent to one assignment or subletting shall not be 
deemed a consent to subsequent assignments and/or sublettings.  The merger of 
Tenant with any other entity or the transfer of any controlling or managing 
ownership or beneficial interest in Tenant, or the assignment of a substantial 
portion of the assets of Tenant, whether or not located at the Premises, shall 
constitute an assignment hereunder.  If Tenant desires to assign this Lease or 
sublet any or all of the Premises, Tenant shall give Landlord written notice 
thereof with copies of all related documents and agreements associated with the 
assignment or sublease, including without limitation, the financial statements 
of any proposed assignee or subtenant, thirty (30) days prior to the 
anticipated effective date of the assignment or sublease.  Tenant shall pay 
Landlord's reasonable attorneys' fees incurred in the review of such 
documentation plus an administrative fee of Three Hundred Fifty Dollars 
($350.00) for each proposed transfer.  Landlord shall have a period of twenty 
(20) days following receipt of such notice and all related documents and 
agreements to notify Tenant in writing of Landlord's approval or disapproval of 
the proposed assignment or sublease. If Landlord fails to notify Tenant in 
writing of such election, Landlord shall be deemed to have disapproved such 
assignment or subletting.  The parties agree that it shall be reasonable for 
Landlord to withhold its consent to a proposed assignment or subletting if the 
proposed assignee or sublessee or its business is subject to compliance with 
additional requirements of the law (including related regulations) commonly 
known as the "Americans with Disabilities Act (ADA)" beyond those requirements 
which are applicable to the tenant desiring to assign or sublease or if the 
proposed assignee's or subtenant's activities in, on or about the Premises or 
Project involve the use, analysis, handling, storage, transport, discharge, 
release, generation or disposal of any Hazardous Materials.  This Lease may not 
be assigned by operation of law.  Any purported assignment or subletting 
contrary to the provisions hereof shall be void and shall constitute an Event 
of Default hereunder.  If Tenant receives rent or other consideration for any 
such transfer in excess of the Rent, or in case of the sublease of a portion of 
the Premises, in excess of such Rent that is fairly allocable to such portion, 
after appropriate adjustments to assure that all other payments required 
hereunder are appropriately taken into account, Tenant shall pay Landlord fifty 
percent (50%) of the difference between each such payment of rent or other 
consideration (after deduction of Tenant's actual and reasonable leasing 
commissions, tenant improvements and other ordinary and customary costs of such 
transfer) and the Rent required hereunder ("bonus rental").  Landlord may, 
without waiving any rights or remedies, collect rent from the assignee, 
subtenant or occupant and apply the net amount collected to the Rent herein 
reserved and apportion any excess rent so collected in accordance with the 
terms of the preceding sentence.  Tenant shall continue to be liable as a 
principal and not as a guarantor or surety to the same extent as though no 
assignment or subletting had been made.  In addition, Tenant shall make all 
legally required


                                         16
<PAGE>

disclosures to the proposed assignee or subtenant.  Landlord may consent to
subsequent assignments or subletting of this Lease or amendments or
modifications to the Lease by assignees of Tenant without notifying Tenant or
any successor of Tenant and without obtaining their consent.  No permitted
transfer shall be effective until there has been delivered to Landlord a
counterpart of the transfer instrument in which the transferee agrees to be and
remain jointly and severally liable with Tenant for the payment of Rent
pertaining to the Premises and for the performance of all the terms and
provisions of this Lease relating thereto arising on or after the date of the
transfer.

Notwithstanding the foregoing, subject to compliance with the provisions
regarding the payment of "bonus rental", Tenant may assign this Lease or sublet
the Premises or any portion thereof, without Landlord's consent, to any
partnership, corporation or other entity which controls, is controlled by, or is
under common control with Tenant (control being defined for such purposes as the
power to direct the management of the relevant entity), or to any partnership,
corporation or other entity resulting from a merger or consolidation with Tenant
or to any person or entity which acquires at least a majority of all the assets
of Tenant as a going concern (collectively, an "Affiliate"); provided, that (i)
Landlord receives prior written notice of such assignment or subletting, (ii)
such Affiliate assumes (in the event of an assignment) in writing all of
Tenant's obligations under this Lease, and (iii) Landlord receives a fully
executed copy of such assignment or sublease agreement between Tenant and the
Affiliate.

17.  ESTOPPEL, SUBORDINATION AND ATTORNMENT.

     17.1  ESTOPPEL.  Within ten (10) days after request by Landlord, Tenant
shall deliver an estoppel certificate duly executed (and acknowledged if
required by any lender or purchaser), in the form attached hereto as EXHIBIT E,
or in such other form as may be acceptable to the lender or purchaser, which
form may include some or all of the provisions contained in EXHIBIT E, to any
proposed mortgagee, purchaser or Landlord.  Tenant's failure to deliver said
statement in such time period shall be an Event of Default hereunder and shall
be conclusive upon 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 Tenant has no right of offset,
counterclaim or deduction against Rent hereunder; and (c) no more than one
month's Base Rent has been paid in advance.  Landlord reserves the right to
substitute a different form of estoppel certificate upon the request of any
proposed mortgagee or purchaser.  If any financier should require that this
Lease be amended (other than in the description of the Premises, the Term, the
Permitted Use, the Rent or as will adversely affect the rights, or increase the
obligations, of Tenant), Landlord shall give written notice thereof to Tenant,
which notice shall be accompanied by a Lease supplement embodying such
amendments.  Tenant shall not unreasonably withhold its consent to such Lease
supplement and, within ten (10) days after the receipt of Landlord's notice,
execute and deliver to Landlord the tendered Lease supplement and any other
documents as may be reasonably and ordinarily required by such lender or
purchaser, unless Tenant shall reasonably withhold its consent thereto in which
event Tenant, within such time period, shall give written notice to Landlord of
Tenant's reasonable objections thereto.

     17.2 SUBORDINATION.  This Lease shall be subject and subordinate to all
ground leases and the lien of all mortgages and deeds of trust which now or
hereafter affect the Premises or the Project or Landlord's interest therein, and
all amendments thereto, all without the necessity of Tenant's executing further
instruments to effect such subordination.  If requested, Tenant shall execute
and deliver to Landlord within ten (10) days after Landlord's request whatever
documentation that may reasonably be required to further effect the provisions
of this paragraph provided that such documentation provides for non-disturbance
of Tenant's occupancy on a form containing commercially reasonable terms and
conditions.

     17.3 ATTORNMENT.  In the event of a foreclosure proceeding, the exercise of
the power of sale under any mortgage or deed of trust or the termination of a
ground lease, Tenant shall, if requested, attorn to the purchaser thereupon and
recognize such purchaser as Landlord under this Lease; provided, however,
Tenant's obligation to attorn to such purchaser shall be conditioned upon
Tenant's receipt of a non-disturbance agreement.

18.  INTENTIONALLY OMITTED.

19.  MISCELLANEOUS.

     19.1 GENERAL.

          19.1.1  ENTIRE AGREEMENT.  This Lease sets forth all the agreements
between Landlord and Tenant concerning the Premises; and there are no agreements
either oral or written other than as set forth herein.

                                         17
<PAGE>

          19.1.2  TIME OF ESSENCE.  Time is of the essence of this Lease.

          19.1.3  ATTORNEYS' FEES.  In any action or proceeding which either 
party brings against the other to enforce its rights hereunder, the 
unsuccessful party shall pay all costs incurred by the prevailing party, 
including reasonable attorneys' fees, which amounts shall be a part of the 
judgment in said action or proceeding.

          19.1.4  SEVERABILITY.  If any provision of this Lease or the 
application of any such provision shall be held by a court of competent 
jurisdiction to be invalid, void or unenforceable to any extent, the 
remaining provisions of this Lease and the application thereof shall remain 
in full force and effect and shall not be affected, impaired or invalidated.

          19.1.5  LAW.  This Lease shall be construed and enforced in accordance
with the laws of the state in which the Premises are located.

          19.1.6  NO OPTION.  Submission of this Lease to Tenant for 
examination or negotiation does not constitute an option to lease, offer to 
lease or a reservation of, or option for, the Premises; and this document 
shall become effective and binding only upon the execution and delivery 
hereof by Landlord and Tenant.

          19.1.7  SUCCESSORS AND ASSIGNS.  This Lease shall be binding upon and
inure to the benefit of the successors and assigns of Landlord and, subject to
compliance with the terms of Section 16, Tenant.

          19.1.8  THIRD PARTY BENEFICIARIES.  Nothing herein is intended to 
create any third party benefit.

          19.1.9  MEMORANDUM OF LEASE.  Tenant shall not record this Lease or a
short form memorandum hereof without Landlord's prior written consent.

          19.1.10  AGENCY, PARTNERSHIP OR JOINT VENTURE.  Nothing contained
herein nor any acts of the parties hereto shall be deemed or construed by the
parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture by the parties hereto
or any relationship other than the relationship of landlord and tenant.

          19.1.11  MERGER.  The voluntary or other surrender of this Lease by
Tenant or a mutual cancellation thereof or a termination by Landlord shall not
work a merger and shall, at the option of Landlord, terminate all or any
existing subtenancies or may, at the option of Landlord, operate as an
assignment to Landlord of any or all of such subtenancies.

          19.1.12  HEADINGS.  Section headings have been inserted solely as a 
matter of convenience and are not intended to define or limit the scope of 
any of the provisions contained therein.

     19.2 SIGNS.  All signs and graphics of every kind visible in or from 
public view or corridors, the Common Areas 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 signage program described in EXHIBIT F, attached 
hereto, which signage program provides, among other things, for pro-rata 
signage rights. Tenant shall remove all such signs and graphics prior to the 
termination of this Lease.  Such installations and removals shall be made in 
such manner as to avoid injury or defacement of the Premises; and Tenant 
shall repair any injury or defacement, including without limitation, 
discoloration caused by such installation or removal.  Such signage as shall 
be installed pursuant to EXHIBIT F shall be permitted to remain in place 
throughout the term of this Lease; provided, however, such signage rights 
pursuant to this Lease are and shall remain personal to the original Tenant 
hereunder and shall not be included in any subletting or assignment of this 
Lease.

     19.3  WAIVER.  No waiver of any default or breach hereunder shall be 
implied from any omission to take action on account thereof, notwithstanding 
any custom and practice or course of dealing.  No waiver by either party of 
any provision under this Lease shall be effective unless in writing and 
signed by such party. No waiver shall affect any default other than the 
default specified in the waiver and then such waiver shall be operative only 
for the time and to the extent therein stated.  Waivers of any covenant shall 
not be construed as a waiver of any subsequent breach of the same.

     19.4  FINANCIAL STATEMENTS.  As a material part of this Lease, Tenant 
agrees to provide to any lender, purchaser or Landlord, within ten (10) days 
after request, a current, accurate, certified financial statement for Tenant 
and Tenant's

                                       18
<PAGE>

business prepared under generally accepted accounting principles consistently
applied and such other certified financial information or tax returns as may be
reasonably required by Landlord, purchaser or any lender of either.

     19.5  LIMITATION OF LIABILITY.  The obligations of Landlord under this 
Lease are not personal obligations of the individual partners, directors, 
officers, shareholders, agents or employees of Landlord; and Tenant shall 
look solely to the Building for satisfaction of any liability of Landlord and 
shall not look to other assets of Landlord nor seek recourse against the 
assets of the individual partners, directors, officers, shareholders, agents 
or employees of Landlord. Whenever Landlord transfers its interest, Landlord 
shall be released automatically from further performance under this Lease and 
from all further liabilities and expenses hereunder and the transferee of 
Landlord's interest shall assume all liabilities and obligations of Landlord 
hereunder from the date of such transfer.

     19.6  NOTICES.  All notices to be given hereunder shall be in writing and
mailed postage prepaid by certified or registered mail, return receipt
requested, or delivered by personal or courier delivery, or sent by facsimile
(immediately followed by one of the preceding methods), to Landlord's Address
and Tenant's Address, or to such other place as Landlord or Tenant may designate
in a written notice given to the other party.  Notices shall be deemed served
upon the earlier of receipt or three (3) days after the date of mailing.

     19.7  BROKERAGE COMMISSION.  Landlord shall pay a brokerage commission
to Broker in accordance with a separate agreement between Landlord and Broker. 
Tenant warrants to Landlord that Tenant's sole contact with Landlord or with the
Premises in connection with this transaction has been directly with Landlord and
Broker, and that no other broker or finder can properly claim a right to a
commission or a finder's fee based upon contacts between the claimant and
Tenant.  Tenant agrees to indemnify and hold Landlord harmless from any claims
or liability, including reasonable attorneys' fees, in connection with a claim
by any person for a real estate broker's commission, finder's fee or other
compensation based upon any statement, representation or agreement of Tenant,
and Landlord agrees to indemnify and hold Tenant harmless from any such claims
or liability, including reasonable attorneys' fees, based upon any statement,
representation or agreement of Landlord.

     19.8  AUTHORIZATION.  Each individual executing this Lease on behalf of
Tenant represents and warrants that he or she is duly authorized to execute and
deliver this Lease on behalf of Tenant and that such execution is binding upon
Tenant.

     19.9  HOLDING OVER; SURRENDER.

          19.9.1  HOLDING OVER.  If Tenant holds over the Premises or any part
thereof after expiration of the Term, such holding over shall constitute a
month-to-month tenancy, at a rent equal to one hundred seventy-five percent
(175%) of the Base Rent in effect immediately prior to such holding over and
shall otherwise be on all the other terms and conditions of this Lease.  This
paragraph shall not be construed as Landlord's permission for Tenant to hold
over.  Acceptance of Rent by Landlord following expiration or termination shall
not constitute a renewal of this Lease or extension of the Term except as
specifically set forth above.  If Tenant fails to surrender the Premises upon
expiration or earlier termination of this Lease, Tenant shall indemnify and hold
Landlord harmless from and against all loss or liability resulting from or
arising out of Tenant's failure to surrender the Premises, including, but not
limited to, any amounts required to be paid to any tenant or prospective tenant
who was to have occupied the Premises after the expiration or earlier
termination of this Lease and any related attorneys' fees and brokerage
commissions.

          19.9.2  SURRENDER.  Upon the termination of this Lease or Tenant's 
right to possession of the Premises, Tenant will surrender the Premises, 
together with all keys, in good condition and repair, reasonable wear and 
tear excepted. Conditions existing because of Tenant's failure to perform 
maintenance, repairs or replacements shall not be deemed "reasonable wear and 
tear."

     19.10  JOINT AND SEVERAL.  If Tenant consists of more than one person,
the obligation of all such persons shall be joint and several.

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

                                        19
<PAGE>

     19.12 ADDENDA.  The Addenda attached hereto, if any, and identified with
this Lease are incorporated herein by this reference as if fully set forth
herein.

     IN WITNESS THEREOF, the parties have executed this Lease as of the date
set forth above.

"Landlord"                                     "Tenant"

CATELLUS DEVELOPMENT CORPORATION,              PUMA TECHNOLOGY CORPORATION,
a Delaware corporation                         a Delaware corporation


By:                                            By: /s/ M. Bruce Nakao
   --------------------------------               ---------------------------
Its:                                           Its: Sr. VP, CFO
    -------------------------------                --------------------------
Date:                                          Date: March 20, 1997
     ------------------------------                 -------------------------



                                         20
<PAGE>
                                      EXHIBIT A
                                      PREMISES
                                    (PAGE 1 OF 2)

FLOOR PLAN

For the premises located at 2550 North First Street, Fourth Floor, in San Jose,
California.


                                [GRAPHIC OF FLOOR PLAN]



For the premises located at 2550 North First Street, Fifth Floor, in San Jose,
California


                                [GRAPHIC OF FLOOR PLAN]

<PAGE>

                                     EXHIBIT A
                                      PREMISES
                                    (PAGE 2 OF 2)

DESCRIPTION OF THE SITE:

All that certain real property situated in the County of Santa Clara, State of
California, described as follows:

"Map of Tract No. 7892, South Bay Center, San Jose, California," a recorded 
resubdivision on November 6, 1996, in Book 566 of Maps at Pages 45 and 48, 
Lot 6, Santa Clara County Official Records.

                               SOUTH BAY CENTER


                            [GRAPHIC OF PREMISES MAP]

<PAGE>

                                       EXHIBIT B

                                      WORK LETTER

1.   WORK LETTER DEFINED TERMS.

<TABLE>
<CAPTION>

     Critical Dates                         Item
     --------------                         ----
     <C>                   <S>
     ____________, 1997    Landlord to deliver to Tenant Final Working Drawings

     ____________, 1997    Tenant to approve Final Working Drawings

                           Substantial completion by Landlord of Tenant Improvements
</TABLE>

     Any delay in any of the foregoing dates (including any re-do of any item
     due to Tenant's disapproval thereof) shall automatically delay all
     subsequent deadlines by a like amount of time.  To the extent any such
     delay has been caused by Tenant, the Commencement Date for all purposes
     under the Lease will be the date the Premises would have been Substantially
     Complete (as defined in the Lease) absent such Tenant Delays (defined 
     below).

     Tenant's Representative:   Steven Doctors
     Landlord's Representative: Virginia Unruh, Catellus Development Corporation

2.   PROCEDURE AND COSTS. Landlord and Tenant shall comply with the procedure 
outlined below in preparing, delivering and approving matters relating to 
tenant improvements to be constructed by Landlord ("Tenant Improvements") in 
the Premises.  The deadlines for performance by each party are specified in 
the foregoing schedule of Critical Dates.

     2.1  Attached hereto as SCHEDULE 1 are preliminary plans and outline 
specifications ("Preliminary Plans") for Tenant Improvements, which 
Preliminary Plans have previously been approved by Landlord and Tenant.  
Landlord shall cause to be prepared and delivered to Tenant on or before the 
Critical Date final plans and specifications based upon the Preliminary Plans 
and Tenant's design input for the Tenant Improvements which shall include 
structural, fire protection, life safety, mechanical and electrical working 
drawings and final architectural drawings for the Premises (collectively, 
"Final Working Drawings"), which Final Working Drawings shall substantially 
conform to the Preliminary Plans and include modifications to the Premises, 
if any, required to comply with the ADA.  Landlord's obligation to deliver 
the Final Working Drawings to Tenant within the time period set forth above 
shall be subject to any delay encountered by Landlord as a result of a 
request by Tenant for changes in accordance with the procedure set forth 
below, any other Tenant Delays or any other cause beyond Landlord's control.  
No later than the Critical Date, Tenant shall either approve the Final 
Working Drawings or set forth in writing with particularity any changes 
necessary to bring the Final Working Drawings into substantial conformity 
with the Preliminary Plans; provided that Tenant shall not object to any 
logical development or refinement of the Preliminary Plans or any change 
necessitated by applicable law.  Failure of Tenant to deliver to Landlord 
written notice of such disapproval and the changes required on or before the 
Critical Date shall constitute and be deemed approval of the Final Working 
Drawings.  Upon approval, actual or deemed, of the Final Working Drawings by 
Landlord and Tenant, the Final Working Drawings shall be referred to as the 
"Approved Working Drawings."

     2.2  Landlord shall, at Tenant's sole expense (except as otherwise
specifically provided in SECTION 2.3 below), diligently construct and complete
the Tenant Improvements substantially in accordance with the Approved Working
Drawings.  Landlord shall bid the work to at least three (3) general contractors
selected by Tenant from Landlord's list of acceptable general contractors and
subcontracts shall be bid to at least three (3) subcontractors in each subtrade
selected by Tenant from Landlord's list of acceptable subcontractors.  Landlord
and Tenant shall jointly review any bids and make adjustments to the bids, as
necessary, for inconsistent assumptions in order to effect an equitable
comparison among bids.  Landlord shall select the lowest price general
contractor bidding for such work deemed acceptable by Landlord and attempt to
enter into a construction contract with such general contractor on terms
consistent with the terms of the bid (the "Construction Contract").

<PAGE>

     2.3  Landlord shall contribute to the costs and expenses of planning, 
designing and constructing the Tenant Improvements in an amount not to exceed 
$256,757.00 ("TI Allowance"); provided, however, that the TI Allowance may 
only be utilized for installation of building improvements and associated 
planning, design and permit costs.

     2.4  Landlord, at its sole cost and without reducing the TI Allowance,
shall cause the (i) plumbing, electrical and mechanical systems within and
serving the Premises to be in good working order and condition as of the
Commencement Date, (ii) building standard men's and women's toilet rooms to
be completed in compliance with all applicable codes and legal
requirements, (iii) all existing cabling and wiring within in the Premises
from previous tenants to be removed, and (iv) the building shell and core,
to the extent necessary or desirable for the occupancy and use of the
Premises by Tenant for the purposes set forth in the Lease, shall be
completed in accordance with all applicable governmental laws applicable
thereto and to Landlord as of the Commencement Date.

3.  PAYMENT.  All costs and expenses of planning, designing and constructing 
the Tenant Improvements in excess of the TI Allowance shall be paid by 
Tenant.  In the event the estimated cost of the Tenant Improvements shall 
exceed the TI Allowance, Tenant shall co-fund the construction of the Tenant 
Improvements by payment from time to time as reasonably requested by Landlord 
of an amount equal the Cost Percentage (as defined below) multiplied by the 
amount then required to be paid under the Construction Contract and/or other 
contracts relating to the planning, design and/or construction of the Tenant 
Improvements.  As used herein, the term "Cost Percentage" shall mean a 
fraction the numerator of which is an amount equal to the total costs and 
expenses of planning, designing and constructing the Tenant Improvements less 
the TI Allowance, and the denominator of which is an amount equal to the 
total costs and expenses of planning, designing and constructing the Tenant 
Improvements. All amounts payable by Tenant to Landlord pursuant to this Work 
Letter shall be paid by Tenant within ten (10) calendar days after the 
rendering to Tenant of a bill therefor by Landlord.  Tenant's failure to pay 
in the aforesaid time shall constitute an Event of Default under the Lease; 
and all such amounts shall then bear interest from the date due and payable 
until paid at the Applicable Interest Rate.

4.   TENANT DELAYS.  When Landlord's architect has furnished Landlord with
a certificate that the work to be done by Landlord has been substantially
completed (subject only to reasonable punch list items), the Premises will
be deemed ready for occupancy and possession thereof deemed delivered to
Tenant for all purposes of the Lease, including, without limitation,
regarding commencement of Rent and other obligations.  Landlord shall
prepare, certify by Landlord's architect's signature and deliver in
duplicate to Tenant, a written statement certifying that (a) the Premises
are substantially complete in accordance with this Work Letter, and (b) the
date of such completion.  Tenant's obligation to pay Rent shall not
commence until the Premises are Substantially Complete (as defined in the
Lease); provided, however, that if Landlord shall be delayed in
substantially completing any of the work for which it is responsible
hereunder as a result of:

     4.1  Tenant's failure to timely approve any matters requiring such
approval and any delay resulting from the need to revise any drawings; or

     4.2  Tenant's changes in the Approved Working Drawings or any Tenant
changes in the Final Working Drawings; or

     4.3  Any delay of any other kind or nature in the completion of the
Tenant Improvements caused by Tenant (or its agents or employees) or
resulting from the performance of Tenant's Work (hereinafter defined), if
any;

(all of the foregoing being hereinafter collectively referred to as "Tenant 
Delays") then, notwithstanding anything to the contrary set forth herein or 
in the Lease, the Term and Tenant's obligation to pay Rent shall be 
accelerated by the number of days of such Tenant Delays, and Tenant shall 
reimburse Landlord for any and all reasonable additional actual costs and 
expenses incurred by Landlord as a result of such Tenant Delays.  Landlord 
shall diligently complete any items of work not completed when the Premises 
are Substantially Complete.  Substantial Completion shall have occurred 
notwithstanding Tenant's submission of a punchlist to Landlord, which Tenant 
must submit, if at all, within thirty (30) days after the Commencement Date.

5.  TENANT'S REPRESENTATIVE.  Tenant has designated the Tenant's
Representative as its sole representative with respect to the matters set
forth in this Work Letter, who shall have full authority and responsibility
to act on behalf of the Tenant as required in this Work Letter.

<PAGE>

6.  LANDLORD'S REPRESENTATIVE.  Landlord has designated the Landlord's
Representative as its sole representative with respect to the matters set forth
in this Work Letter, who shall have full authority and responsibility to act on
behalf of the Landlord as required in this Work Letter.

7.  CHANGES.  Tenant may request reasonable changes in the Approved Working 
Drawings; provided, however, that (a) no such request shall affect any 
structural change in the Building or otherwise render the Premises or 
Building in violation of applicable laws; (b) Tenant shall pay any additional 
costs required to implement such change in excess of the TI Allowance, 
including, without limitation, loss of rents, architecture fees, increases in 
construction costs and other charges payable hereunder caused by delay, and 
Tenant shall pay Landlord for said excess costs in accordance with Paragraph 
3 above; and (c) such requests shall constitute an agreement by Tenant to any 
reasonable delay in completion caused by reviewing, processing and 
implementing such change.

8.  MISCELLANEOUS.  All references herein to a "number of days" shall mean and
refer to calendar days.  In all instances where Tenant's approval is required,
if no written notice of disapproval is given within the applicable time period,
at the end of such period Tenant shall be deemed to have given its approval and
the next succeeding time period shall commence.  If any item requiring approval
is timely disapproved by Tenant the procedure for preparation of such item and
approval thereof shall be repeated and all reasonable delays in completion of
the Premises associated therewith shall be the responsibility of Tenant.

LANDLORD ( ) AND TENANT (MBN) AGREE.
     Initials             Initials

<PAGE>







                        [GRAPHIC OF FLOOR PLAN]

                              SCHEDULE 1

<PAGE>



                          [GRAPHIC OF FLOOR PLAN]

                                SCHEDULE 1A



<PAGE>

                                     EXHIBIT C
                            COMMENCEMENT DATE MEMORANDUM

     With respect to that certain lease ("Lease") dated _________________, 
19__, between ________________, a _________________ ("Tenant"), and 
_______________, a _____________________ ("Landlord"), whereby Landlord 
leased to Tenant and Tenant leased from Landlord approximately _______ 
rentable square feet of the building located at _____________________ 
("Premises"), Tenant hereby acknowledges and certifies to Landlord as follows:

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

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

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

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

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


                                        "Tenant"

                                        --------------------------------------
                                        a
                                         -------------------------------------

                                        By:
                                           -----------------------------------
                                           Its:
                                               -------------------------------

                                        By:
                                           -----------------------------------
                                           Its:
                                               -------------------------------



<PAGE>
                                     EXHIBIT D

                               RULES AND REGULATIONS
                    WHICH CONSTITUTE A PART OF THE OFFICE LEASE

     1.   The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or used for any purpose
other than ingress and egress.

     2.   No awning or other projection shall be displayed or attached to the
outside walls of the Building without the prior written consent of Landlord. 
The standard drapes provided by Landlord shall not be removed from the windows,
and no other curtains, blinds, shades or screens shall be attached to or hung
in, or used in connection with, any window or door of the Premises, without the
prior written consent of Landlord.  Such awnings, projections, curtains, blinds,
shades, screens or other fixtures must be of a quality, type, design and color,
and attached in the manner approved by Landlord.

     3.   No sign, advertisement, or notice shall be exhibited, painted,
inscribed or affixed by any tenant on any part of, or so as to be seen from the
outside of, the Premises or the Building without the prior written consent of
Landlord.  In the event of the violation of the foregoing by any tenant,
Landlord may remove same without any liability, and may charge the expense
incurred in such removal to the tenant violating this rule.  Interior signs on
doors and directory tablet shall be inscribed, painted or affixed for each
tenant by Landlord at the expense of such tenant, and shall be of a size, color,
and style acceptable to Landlord.

     4.   Electric wiring of every kind and telephone outlets shall be installed
in a manner as will be prescribed by Landlord.  The location of convenience
outlets, electric light outlets, power outlets and telephone outlets shall be
approved by Landlord, prior to installation, but the cost paid by tenant.  No
electrical wall or ceiling fixture shall be installed unless first approved by
Landlord.  All electric work must be done by electricians so licensed by the
State in which the Premises are located pursuant to proper governmental permits.

     5.   The sashes, sash doors, windows, and doors that reflect or admit 
light and air into the halls, passageways or other public places in the 
Building shall not be covered or obstructed by any tenant, nor shall any 
bottles, parcels or other articles be placed on the windowsills, except 
Landlord shall have the right to require Tenant to keep the drapes closed at 
all times or some of the time.

     6.   The toilets, wash bowls and other plumbing fixtures shall not be 
used for any purpose other than those for which they were constructed, and no 
sweepings, rubbish, rags or other substances shall be thrown therein.  All 
damages resulting from any misuse of the fixtures shall be borne by the tenant 
who, or whose servants, employees, agents, visitors or licensees shall have 
caused the same.

     7.   No tenant shall mark, paint, drill into, or in any way deface any part
of the Premises or the Building.  No boring, cutting or stringing of wires or
laying of carpeting, linoleum or other similar floor coverings shall be
permitted, except with the prior written consent of the Landlord and as Landlord
may direct.

     8.   No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the Premises, and no cooking shall be done or permitted by any
tenant on the Premises, except the preparation of coffee, tea, hot chocolate and
similar items for tenants and their employees shall be permitted.  No tenant
shall cause or permit any unusual or objectionable odors to be produced upon or
permeate the Premises.

     9.   The Premises shall not be used for manufacturing or for the storage
of merchandise except as such storage may be incidental to the use of the
Premises for general office purposes.  No tenant shall occupy or permit any
portion of his Premises to be occupied for the manufacture or sale of liquor,
narcotics, or tobacco in any form.  No tenant shall engage or pay any employees
on the Premises except those actually working for such tenant on the Premises
nor advertise for laborers giving an address at the Premises.  The Premises
shall not be used for lodging or sleeping or for any immoral or illegal
purposes.

     10.  No tenant shall use, keep or permit to be used or kept any foul or
noxious gas or substances in the Premises or the Building or permit or suffer
the Premises to be occupied or used in a manner offensive or objectionable


                                       1
<PAGE>

to Landlord or other tenants of the Building of neighboring buildings by reason
of noise, odors and/or vibrations, including, without limitation, by the use of
any musical instrument, radio, phonograph, sound-producing instrument or device
that can be heard outside the Premises.

     11.  No tenant shall place any radio or television antenna on the roof 
or on any part of the inside or outside of the Building other than inside the 
Premises.  No tenant shall operate any electrical device from which may 
emanate electrical waves which may interfere with or impair radio or 
television broadcasting or reception from or in the Building or any part of 
the Facilities.  No tenant shall throw anything out of the doors, windows or 
down the passageways.  Landlord reserves the right to exclude or expel from 
the Building or any part of the Facilities any person who, in the judgment of 
Landlord, is intoxicated or under the influence of liquor or drugs or who 
shall in any manner do any act in violation of these Rules and Regulations.

     12.  No tenant, nor any of tenant's servants, employees, agents, visitors
or licensees, shall at any time keep or permit to be kept upon the Premises any
inflammable, combustible or explosive fluid, chemical or substance.

     13.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanism thereof.  All keys to the Premises, and any other parts
of the Building, shall be obtained by the Tenant only from Landlord.  Landlord
shall furnish Tenant, without charge, two keys to each entrance door to the
Premises.  The Tenant shall obtain any additional keys only from Landlord and
shall not make or otherwise procure any additional sets of keys.  Each tenant
must, upon the termination of his tenancy, return to the Landlord all such keys
and in the event of the loss of any keys so furnished, such tenant shall pay to
the Landlord the cost of replacing the same or of changing the lock or locks
opened by such lost key if Landlord shall deem it necessary to make such change.

     14.  The weight, size and position of all safes and other unusually heavy
objects used or placed in the Building shall be prescribed by Landlord.  The
repair of any damage done to the Building or property therein by putting in or
taking out or maintaining such safes or other unusually heavy objects shall be
made and paid for by Tenant.  All removals, or the carrying in or out of the
Building or moving within the Building of any safes, freight, furniture,
fixtures or bulky matter of any description must take place during the hours
which the Landlord may determine from time to time.  The moving of safes,
furniture or other fixtures or bulky matter of any kind must be made upon
previous notice to the superintendent of the Building and under his supervision,
and the persons employed by any tenant for such work must be acceptable to
Landlord.  Landlord reserves the right to inspect all safes, furniture,
fixtures, freight or other bulky articles to be brought into the Building and to
exclude from the Building all safes, freight or other bulky articles which
violate any of these Rules and Regulations or the Lease of which these Rules and
Regulations are a part.  Landlord reserves the right to prescribe the weight and
position of all safes, which must be placed upon supports approved by Landlord
to distribute the weight.

     15.  No tenant shall purchase janitorial or maintenance or other like
service, from any company or persons unless the written consent of Landlord is
first obtained.

     16.  Tenant shall not use the name of the Building or Landlord in its
advertising.

     17.  Access to the Building between the hours of 6 P.M. in the evening 
and 7 A.M. in the morning on weekdays and at all hours on Saturdays and 
Sundays and usual holidays is controlled by a card key system.  Landlord will 
furnish card keys to tenant employees for whom any tenant requests the same 
in writing.  Each tenant shall be responsible for all persons for whom he 
requests card keys and shall be liable to Landlord for all acts of such 
persons.  In the case of mob, riot, public disorder or other commotion or 
invasion, Landlord reserves the right to prevent access to the Building or to 
any other part of the Facilities during the continuance of the same by 
closing the entrances to the Building or any other part of the Facilities, 
blocking ingress or egress to the Building or any other part of the 
Facilities or by closing the doors, or otherwise, for the safety of the 
tenants of the Building or protection of the Building and property in the 
Building.

     18.  Any persons employed by any tenant to do janitorial work shall, while
in the Building and outside of the Premises, be subject to and under the control
and direction of the superintendent of the Building (but not as an agent or
servant of said superintendent or of Landlord, and the tenant shall be
responsible for all acts of such persons).

     19.  All doors opening onto public corridors shall be kept closed, except
when in use for ingress or egress.


                                         2
<PAGE>

     20.  The requirements of tenants will be attended to only upon application
to the Office of the Building.

     21.  Canvassing, soliciting, and peddling in the Building are prohibited
and each tenant shall cooperate to prevent the same.

     22.  All office equipment of any electrical or mechanical nature shall 
be placed by tenants in the Premises in settings approved by Landlord, to 
absorb or prevent any vibration, noise or annoyance.

     23.  No air conditioning unit or other similar apparatus shall be installed
or used by any tenant without the written consent of Landlord.

     24.  There shall not be used in any space, or in the public halls of the
Building either by any tenants or others, any hand trucks except those equipped
with rubber tires and side guards.

     25.  The expense of repairing any damage resulting from a violation of any
Rule or Regulation herein shall be done by the tenant by whom, or by whose
contractors, employees or invitees, the damage shall have been caused.






LANDLORD'S INITIALS                                  TENANT'S INITIALS  MBN
                   -------                                           -------






                                         3

<PAGE>

                                     EXHIBIT E
                                  TENANT ESTOPPEL

     This Agreement ("Agreement"), dated as of ________________, 199_, executed 
by ___________________ ("Tenant"), in favor of __________________________, a
______________________ ("Lender"), is entered into with reference to the 
following facts:

     A.   Tenant is presently leasing certain premises (the "Premises")
comprising a portion of the real property (the "Property") described in 
EXHIBIT A, attached hereto and incorporated herein by this reference, pursuant 
to that certain lease (as modified from time to time, the "Lease") dated as of 
________________, 199_, between Tenant and ______________________________, a
____________________ ("Landlord").

     B.   Lender has made or agreed to make a loan or loans to Landlord (the
"Loan") and, in connection therewith, Landlord has executed or will execute a
deed of trust (as modified from time to time, the "Deed of Trust") assigning to
Lender Landlord's interest in the Property, including Landlord's interests as
landlord under the Lease.

     In consideration of the forecoing, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Tenant hereby
agrees as follows:

     1.  CERTIFICATION BY TENANT.  Tenant hereby certifies to Lender as follows:

         1.1  The Lease is in full force and effect, and Tenant has not 
transferred its interests in the Lease or agreed to do so.

         1.2  A true and complete copy of the Lease, together with all 
amendments, supplements and other modifications thereto (oral or written), is 
attached hereto as EXHIBIT B.

         1.3  No rent or other amount has been prepaid under the Lease, 
except as follows (if none, state "None"):

         1.4  No deposit of any nature has been made in connection with the 
Lease (other than deposits the nature and amount of which are expressly 
described in the Lease), except as follows (if none, state "None"):

         1.5  Tenant shall pay base rent under the Lease, upon the execution 
of the Lease, in the amount of $___________ per month.

         1.6  The Lease is the only agreement between Landlord and Tenant 
with respect to the Premises, and Tenant claims no rights with respect to 
the Premises or the Property other than those set forth in the Lease, except 
as follows (if none, state "None"):

         1.7  To the best of Tenant's knowledge, there are no existing 
defenses or offsets against amounts due or to become due to Landlord under 
the Lease, and there are no existing uncured defaults by Landlord under the 
Lease, nor has any event occurred which, with the passage of time or the 
giving of notice or both, would constitute such a default, except as follows 
(if none, state "None"):

         1.8  Landlord has offered no free rent period, building allowance or 
similar concession(s) to induce Tenant to enter into the Lease, except as set 
forth in the Lease, and Landlord has no other obligations to Tenant in 
connection with the Lease, matured or not yet matured, except as set forth in 
the Lease.

         1.9  To the best of Tenant's knowledge, no circumstance presently 
exists, and no event has occurred, that would prevent the Lease from becoming 
effective or would entitle Tenant to terminate the Lease.

                                       1
<PAGE>

     2.   CONSENT TO ASSIGNMENT.  Tenant understands that Landlord has 
assigned or will assign the Lease to Lender in connection with the Loan, and 
Tenant hereby consents to such assignment.  Tenant is not aware of any prior 
assignment of the Lease by Landlord, except as follows (if none, state 
"None"):

     3.   NO MODIFICATION OF LEASE; LENDER CONSENTS.  Tenant shall not, 
without Lender's prior written consent, (a) amend, supplement, terminate or 
otherwise modify the Lease; or (b) accept (and/or act in reliance on) the 
release, relinquishment or waiver by Landlord of any right with respect to 
the Lease.  Any such termination, modification, acceptance or other action 
taken without such prior consent shall, at Lender's option, be void.  Without 
limiting the generality of the foregoing, (i) any assignment or subletting by 
Tenant (or by any assignee or subtenant) which requires Landlord's consent 
shall also require Lender's consent, which consent shall not be unreasonably 
withheld, and shall, at Lender's option, be void if such consent is not 
obtained, and (ii) any alteration to the Premises which requires Landlord's 
consent shall also require Lender's consent which consent shall not be 
unreasonably withheld.  Tenant shall not pay any rent or other amount due to 
Landlord under the Lease more than 10 days in advance of the due date.

     4.   LENDER CURE RIGHTS.  Tenant shall not exercise any termination remedy
upon a default by Landlord with respect to the Lease unless Tenant has first
given Lender written notice of such default (at the address shown below or any
other address hereafter supplied to Tenant by Lender) and such default is not
cured within 30 days thereafter; provided that, if such default is nonmonetary,
is curable by Lender, and (a) is of such a nature that it cannot reasonably be
cured within 30 days or (b) the cure thereof by Lender requires Lender to have
possession of the Property, then in either such event Tenant shall not exercise
any termination remedy so long as Lender is diligently taking all steps required
for Lender to cure the default (including pursuit of possession of the
Property, to the extent required).

ADDRESS FOR NOTICES TO LENDER:






     5.   TRANSFEREE OF LANDLORD'S INTERESTS.  Notwithstanding any provision to
the contrary in the Lease, a transferee of the Landlord's interest under the
Lease shall not be (i) liable for any act or omission of anv prior landlord
under the Lease (including without limitation the breach of any representation
or warranty made by any prior landlord unless such breach is caused by such
transferee), (ii) obligated to cure any default of any prior landlord under the
Lease (other than non-monetary defaults that remain uncured at the time of
foreclosure), (iii) subject to any offsets or defenses which Tenant is entitled
to assert against any prior landlord under the Lease, (iv) bound by any payment
of any amount owing under the Lease to any prior landlord which was made more
than 10 days prior to the date due, (v) bound by any amendment or other
modification to the Lease which has made subsequent to the date of this
Agreement without the prior written consent of Lender (which shall not be
unreasonably withheld) and which could adversely affect the landlord's
interests, or (vi) liable for the return to Tenant of any security or other
deposit paid by Tenant to any prior landlord under the Lease except to the
extent that such transferee actually receives such deposit.

     6.   FURTHER ASSURANCES.  Tenant shall execute, acknowledge and deliver to
Landlord or Lender all documents, and shall take all actions, reasonably
required by Landlord or Lender from time to time to confirm or effect the
matters set forth herein, or otherwise to carry out the purposes of this
Agreement.

     7.   PAYMENTS TO LENDER.  Tenant shall make all payments under the Lease to
Lender upon receiving a direction to pay from Lender, and shall comply with any
such direction to pay without determining whether any default exists with
respect to the Loan.

     8.   AGREEMENTS BY LANDLORD.  Landlord hereby agrees as follows:

          8.1  Tenant shall have no liability to Landlord for any amount 
otherwise owing to Landlord under the Lease in the event that (a) Tenant 
receives a written demand from Lender to pay such amount to Lender, and (b) 
Tenant thereafter pays such amount to Lender.

          8.2  Tenant shall be entitled to assume that any such demand by 
Lender is valid and shall be under no obligation and shall have no right, to 
inquire as to its validity, nor shall any claim by Landlord that such demand 
is


                                         2
<PAGE>

invalid affect Tenant's right and obligation to pay all amounts demanded to
Lender and thereupon be discharged of Tenant's obligation to pay such amounts to
Landlord.

     9.   ATTONEYS' FEES.  In the event that any litigation shall be commenced
concerning this Agreement, the party prevailing in such litigation shall be
entitled to recover, in addition to such other relief as may be granted, its
reasonable costs and expenses, including without limitation reasonable
attorneys' fees and court costs, whether or not taxable, as awarded by a court
of competent jurisdiction.

     10.  RELIANCE BY LENDER.  Tenant understands that Lender will rely upon 
this Agreement in making the Loan and/or in entering into certain agreements 
and/or granting certain consents in connection therewith.  Notice of 
acceptance of this Agreement by Lender is waived.

     11.  MISCELLANEOUS.  This Agreement shall bind, and shall inure to the
benefit of, the successors and assigns of the parties.  This Agreement shall be
governed by the laws of the State of California.

     IN WITNESS WHEREOF, Tenant has caused this Agreement to be duty executed as
of the date first written above.


                                        "Tenant"
                                                 Puma Technology Inc.
                                        --------------------------------------

                                        By:
                                                     /s/M. Bruce Nakao
                                           -----------------------------------

                                        Title:
                                                     Sr. VP, CFO
                                              --------------------------------

Landlord consents to and agrees with the
terms of Paragraphs 0.7 and 0.8 herein:


--------------------------------------,
a
 -------------------------------------

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

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







                                         3