FY2001 10K Exhibit 10.14






                                                                   Exhibit 10.14




LEASE

between

RNM TECHNOLOGY DRIVE, L.P.,

a California limited partnership

as LANDLORD

and

INTUITIVE SURGICAL, INC.,

a Delaware corporation

as TENANT

July 16, 2001



	
1.
	
Summary and Definitions
	
1

	
2.
	
Demise
	
2

	
3.
	
Acceptance of Premises
	
2

	
4.
	
Rent
	
3

	
5.
	
Security Deposit
	
3

	
6.
	
Services and Utilities
	
4

	
7.
	
Use of Premises
	
4

	
8.
	
Brokers
	
5

	
9.
	
Tenant's Taxes
	
5

	
10.
	
Alterations, Repairs and Maintenance
	
6

	
11.
	
Liens
	
8

	
12.
	
Entry
	
9

	
13.
	
Indemnification and Exculpation
	
9

	
14.
	
Insurance
	
10

	
15.
	
No Subrogation
	
11

	
16.
	
Damage or Destruction
	
11

	
17.
	
Condemnation
	
12

	
18.
	
Defaults and Remedies
	
12

	
19.
	
Encumbrances, Assignment and Subletting
	
15

	
20.
	
Subordination
	
16

	
21.
	
Estoppel Certificate
	
17

	
22.
	
Signs
	
17

	
23.
	
Surrender of Premises
	
17

	
24.
	
Professional Fees
	
18

	
25.
	
General Provisions
	
18

	
ADDENDUM
	
1
	 
	
26.
	
Parking
	
1

	
27.
	
Tenant's Extension Option
	
1

	
28.
	
Hazardous Material
	
4

	
29.
	
Common Areas
	
6






EXHIBITS



	
Exhibit A
	
LEASE DEFINITIONS

	
Exhibit B
	
PREMISES

	
Exhibit C
	
TENANT IMPROVEMENT CONSTRUCTION AGREEMENT

	
Exhibit D
	
SAMPLE FORM OF OPENING/CLOSING CERTIFICATE

	
Exhibit E
	
SAMPLE FORM OF TENANT ESTOPPEL CERTIFICATE

	
Exhibit F
	
RULES AND REGULATIONS

	
Exhibit G
	
LIST OF HAZARDOUS MATERIALS










LEASE

RNM Technology Drive, L.P., a California Limited
Partnership ("Landlord"), and Intuitive Surgical,
Inc., a Delaware corporation ("Tenant"), agree as
follows as of July 16, 2001.



	Summary and
Definitions. The following definitions and those in Exhibit A
apply in this Lease:



	Premises.




	The space within the building located at 950 Kifer Road,
Sunnyvale, California (the "Building"), comprised of approximately
82,988 square feet of Rentable Area and depicted as the Premises on
Exhibit B.  The Premises are part of a Project comprised of one (1)
building, parking areas and Common Areas. 


	The Premises shall be expanded to include the remaining
approximately 22,297 square feet of Rentable Area within the Building (the
"Expansion Space") on January 1, 2004, without the necessity of
notice by either party, provided that possession of the Expansion Space has been
delivered to Tenant and the Expansion Space is broom clean and in good condition
and repair.  Landlord covenants to deliver the Expansion Space in such condition
on January 1, 2004, but in any event no later than April 1, 2004, and the date
of such delivery is referred to herein as the "Expansion Date".  Upon
the Expansion Date, Base Rent, Tenant's Share of Operating Expenses, and other
provisions of this Lease based upon the number of square feet of Rentable Area
shall be adjusted to reflect the expansion of the Premises, and the Premises
shall be deemed to consist of the 105,285 square feet of Rentable Area within
the Building.


	The Rentable Areas set forth in this Lease shall be
binding on the parties for purposes of this Lease.


	Term.




	The Term shall commence on January 1, 2002 (the
"Commencement Date").  Notwithstanding the foregoing, Tenant shall
have the right to early occupancy of the Premises commencing October 1, 2001,
without the payment of rent or any other charges except as provided in Exhibit
C, but subject to all other terms and conditions of this Lease.


	The Term shall end at 11:59 p.m. on April 30, 2007 (the
"Termination Date").  The Termination Date shall not be in any way
extended or advanced except pursuant to the provisions herein.


	Base Rent.  Base Rent
per month shall be $165,976 ($2.00 per square foot of Rentable Area per month)
and shall increase by 3% on each January 1 commencing January 1, 2003.
Notwithstanding the above, Tenant shall not be responsible to pay Base Rent
accruing prior to April 1, 2002 (the "Rent Commencement Date") or
to pay Base Rent for the month of March 2003.  The schedule of Base Rent payable
hereunder shall be as follows assuming the Expansion Date is January 1,
2004:

	
Months
	
Base Rent 

	
1/1/02 to 3/31/02
	
$ 0

	
4/1/02 to 12/31/02
	
$165,976.00

	
1/1/03 to 2/29/03
	
$170,955.28

	
3/1/03 to 3/31/03
	
$ 0

	
4/1/03 to 12/31/03
	
$170,955.28

	
1/1/04 to 12/31/04
	
$223,393.71

	
1/1/05 to 12/31/05
	
$230,095.52

	
1/1/06 to 12/31/06
	
$236,998.38

	
1/1/07 to 4/30/07
	
$244,108.33





	Tenant's Share.
78.82% of the Building, increasing to 100% on the Expansion Date.


	Use.  The Premises
shall be used and occupied only for the purpose of general office, research and
development, laboratory, including laboratory demonstrations and training using
robotic equipment on cadavers and animals, light manufacturing and distribution
and for no other purpose whatsoever.


	Security Deposit.
Cash in an amount equal to $244,000.


	Brokers.  Grubb &
Ellis as Landlord's representative and Equis Corporation as Tenant's
representative.


	Exhibits.  Exhibits
A, B, C, D, E, F, and G.


	Demise.  For the
Term, Landlord leases the Premises to Tenant and Tenant leases the same from
Landlord, all upon and subject to the terms, covenants and conditions of this
Lease.


	Acceptance of
Premises.  Landlord shall deliver the Premises and the Expansion
Space to Tenant in broom-clean condition and with the HVAC system serving the
Premises in good working order.  Except for the foregoing, Tenant accepts the
Premises (and the Expansion Space) in their current condition, AS-IS, and WITH
ALL FAULTS.  Tenant acknowledges the Premises are suitable for Tenant's
purposes, and that the Building, the Common Areas and the Premises are in good
and satisfactory condition.  If Tenant fails to provide written notice to
Landlord of any defect in the HVAC system serving the Premises within ninety
(90) days following the Commencement Date (or the date of delivery of the
Expansion Space, as applicable), then Tenant shall be deemed to have accepted
the HVAC system and waived any defect therein.


	Rent.  All amounts
due hereunder from Tenant to Landlord, whether designated as Base Rent,
Additional Rent, late charges, interest or otherwise, shall be deemed
"rent" hereunder.  From the Rent Commencement Date, Tenant will pay
Landlord, without prior notice, demand, offset or deduction (except as
specifically set forth herein), the following rent:



	Base Rent.  Subject
to the provisions of Paragraph 25.10, Tenant will pay the Base Rent
(prorated for any partial month) in advance on the first day of each month
during the term hereof, except that Base Rent for the first full month of the
Lease Term for which Base Rent is payable shall be due upon execution of the
Lease.


	Additional Rent.
Tenant shall pay Tenant's Share of Operating Expenses accruing on and after the
Rent Commencement Date, subject to Tenant's obligations with respect to utility
costs during the construction period as provided in Exhibit C.  The
terms "Tenant's Share" and "Operating Expenses" are defined
in Exhibit A.  For partial years, Operating Expenses will be calculated on
a full-year basis, and then prorated.  Tenant shall pay monthly installments of
Additional Rent on the first day of each month, in amounts specified in good
faith by Landlord from time to time, which, by the end of each calendar year (or
by the Termination Date, if earlier), will total Landlord's estimate of
Additional Rent paid for such year.  As soon as is reasonably practicable after
the end of each calendar year during which Tenant paid Additional Rent based on
Landlord's estimates as provided above, Landlord will furnish Tenant a statement
of Operating Expenses for such year.  Any amounts owing for that year shall,
within thirty (30) days, be paid by Tenant to Landlord.  Any amounts overpaid
shall, at Landlord's option, be credited against the next installment(s) of
estimated Additional Rent due from Tenant, or be refunded to Tenant. Within
ninety (90) days after receipt of Landlord's statement and provided an Event of
Default with respect to the Tenant is not then occurring, Tenant shall have the
right to audit at Landlord's local offices, at Tenant's expense, Landlord's
accounts and records relating to Operating Expenses for the prior year.  Such
audit shall be conducted pursuant to a commercially reasonable audit
confidentiality agreement, and, if conducted by a third party, such third party
shall not be compensated for such audit services on a contingency basis.  If
such audit reveals that Landlord has overcharged Tenant for Operating Expenses,
the amount overcharged shall be paid to Tenant within thirty (30) days after the
audit is concluded, together with interest thereon at the rate of 10% per annum,
from the date the statement was delivered to Tenant until payment of the
overcharge is made to Tenant.  In addition, if the audit indicates that the
statement exceeds the actual Operating Expenses which should have been charged
to Tenant by more than 5%, the cost of the audit shall be paid by Landlord. The
parties' obligations with respect to payment or refund of any deficiency or
overpayment shall survive termination or expiration of this Lease.


	Security Deposit.  To
secure its obligations under this Lease, Tenant will provide to Landlord the
Security Deposit upon execution of this Lease.  Tenant hereby grants to Landlord
a security interest in and to the Security Deposit to secure Tenant's
obligations under this Lease.  In the event of Tenant's default as provided in
Paragraph 18 of this Lease, Landlord may, but shall not be required to, use,
apply or retain all or any part of the Security Deposit to the extent required
to satisfy Tenant's obligations hereunder including without limitation the
payment of any Base Rent, Additional Rent, interest, late charges or any other
sum in default, or for the payment of any other amount which Landlord may
reasonably spend or become obligated to spend by reason of Tenant's default or
to compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default, including, without limitation, costs and attorneys'
fees incurred by Landlord to recover possession of the Premises following a
default by Tenant hereunder, all without prejudice to any other right or remedy
Landlord may have against Tenant.  If the Security Deposit or any portions
thereof are so used, then Tenant shall within thirty (30) days after its receipt
of a written demand from Landlord deposit cash in an amount sufficient to
restore the cash Security Deposit to its original sum, and Tenant's failure to
so restore the Security Deposit shall be deemed an event of default under
Paragraph 18 of this Lease without further notice or cure period.  Landlord
may commingle the Security Deposit with Landlord's other funds.  In the event of
bankruptcy or other insolvency proceedings filed by or against Tenant, the
Security Deposit shall be deemed to be applied first to the payment of Rent and
other charges due Landlord for all periods prior to the effective date of such
proceedings.  At the termination of this Lease, Landlord shall return any
remaining Security Deposit without interest upon receipt of Tenant's forwarding
address, or as provided by law, whichever is later (but in no event later than
thirty (30) days after the date of termination of this Lease).  Tenant shall not
assign or encumber the Security Deposit, or attempt to do so, and Landlord shall
not be bound by any such assignment or encumbrance.


	Services and
Utilities.  Tenant shall contract for, and pay for, janitorial
services for the Premises using such janitorial contractor as Landlord shall
approve, which approval shall not be unreasonably withheld, conditioned or
delayed.  If separately metered or provided, Tenant shall pay prior to
delinquency for all water, gas, light, heat, power, electricity, telephone,
janitorial service, trash pick-up, sewer charges, and all other services
supplied to Tenant or consumed on the Premises, and all taxes and surcharges
thereon. If such utilities are not separately metered, then Tenant's shall
reimburse Landlord for the cost of such utilities based upon Landlord's good
faith estimate taking into account historical usage by existing tenants of the
Building.  Tenant shall pay to Landlord Tenant's Share of the cost of all
utilities supplied in connection with the operation of the Common Areas..
Tenant shall pay to Landlord, as part of Additional Rent, utility costs in
arrears within thirty (30) days following invoices from Landlord. 


	Use of Premises.
Tenant will use and occupy the Premises only for the uses set forth in
Paragraph 1.5 and only to the extent such uses comply with Laws and
otherwise conform to the provisions of this Lease.  Tenant acknowledges that it
is solely responsible for determining if applicable Laws permit Tenant's
anticipated uses within the Premises and that it is not a condition to the
effectiveness of this Lease that Tenant's uses are permitted by Laws.  Tenant
may not store or hold cadavers or animals (live or dead) within the Premises
overnight.  Tenant shall not permit any of its animals to be outside the
Premises.  Subject to the waiver set forth in Paragraph 15 and to the
provisions of Paragraph 16, Tenant will pay for any damage to any part of the
Premises or Building or Project caused by any negligence or willful act by
Tenant or Tenant's employees, agents, contractors or invitees.  Tenant will
comply with the Building's Rules and Regulations as promulgated by Landlord from
time to time, and Tenant will not cause anywhere in the Building or Project, or
permit in the Premises, (i) any activity or thing contrary to applicable
law, ordinance, regulation, restrictive covenant, or insurance regulation
whether now in force or hereafter in force; or which is in any way extra-hazardous or
could jeopardize the coverage of normal insurance policies or
increase their cost; (ii) waste or nuisance, or any activity causing noise,
vibration, or odors which disturbs or disrupts other tenants within the
Building; (iii) cooking or heating food, except for incidental use, solely
for Tenant's employees, of microwave ovens and beverage-brewing devices,
provided that the foregoing do not use a flame and are approved by Underwriters
Laboratories for residential use; (iv) overloading the floors or the
structural or mechanical systems of the Building; or (v) obstruct or
interfere with the rights of other tenants or users of the Building or the
Project.  Tenant shall not erect or place any item in or upon the Common Areas,
except as expressly permitted herein.  Tenant shall store its waste either
inside the Premises or in its own dumpsters located within outside trash
enclosures.  Tenant shall not store, place or maintain any garbage, trash,
rubbish, other refuse or Tenant's personal property in any area of the Common
Area or exterior of the Premises at any time, except as provided in Paragraph
26.  Tenant at its sole expense shall be responsible to maintain and keep the
designated trash enclosures free of garbage, trash, rubbish, other refuse or
personal property.  Tenant shall at Tenant's sole cost and expense faithfully
observe and promptly comply with all local, state and federal laws, statutes,
ordinances and governmental resolutions, orders, rules, regulations and
requirements (including, by way of example, building codes, Title 24, and
the Americans With Disabilities Act of 1990) and with the requirements of any
board of fire underwriters (or other similar body now or hereafter constituted)
whether now in force or which may hereafter be in force with respect to Tenant's
specific use, occupancy, modification or possession of the Premises, Tenant's
business conducted in the Premises or the design, equipment condition, use or
occupancy of the Premises by Tenant. Subject to the provisions of Paragraph
10.2(c), Tenant shall not be responsible for compliance with any laws, codes,
ordinances or other governmental directives where such compliance is not related
specifically to Tenant's specific use and occupancy of the Premises.  For
example, if any governmental authority should require any portion of the Project
or the Premises to be structurally strengthened against earthquake, or should
require the removal of Hazardous Materials from the Premises, and such measures
are imposed as a general requirement applicable to all tenants rather than as a
condition to Tenant's specific use or occupancy of the Premises, such work shall
be performed by Landlord, and the cost thereof shall be an Operating Expense,
subject to the exclusions set forth in Exhibit A.  Tenant shall also comply with
any covenant, condition or restriction affecting the Building or the Project.
Landlord represents and warrants that, to the best of its knowledge, as of the
date of this Lease, there are no CC&Rs applicable to the Project.


	Brokers.  Landlord
and Tenant warrant that they have had no dealing with any finder, broker or
agent in connection with this Lease other than the Brokers.  Tenant will
indemnify, defend and hold Landlord harmless from and against any and all costs,
expenses or liability for commissions or other compensation or charges claimed
by any finder, broker or agent other than the Brokers based on dealings with
Tenant with respect to this Lease.  Landlord will be responsible for all
commissions and fees payable to the Brokers, and shall indemnify, defend and
hold Tenant harmless from and against any and all costs, expenses or liability
for commissions or other compensation or charges claimed by any finder, broker
or agent based on dealings with Landlord with respect to this Lease.


	Tenant's Taxes.  In
addition to Tenant's obligations to pay Real Property Taxes as set forth in
Section 4.2, Tenant shall be liable for and shall pay, before delinquency,
all taxes levied or assessed against or attributable to any of Tenant's personal
property, tenant improvements, or trade fixtures in the Premises.  If any such
taxes or value are included in Landlord's taxes, Landlord may pay them
regardless of their validity (under proper protest, if requested by Tenant), and
Tenant upon demand will reimburse Landlord.  Landlord agrees to cooperate with
Tenant with respect to any protest requested by Tenant, at Tenant's expense.  As
soon as practicable, Landlord agrees to cooperate with Tenant in pursuing a
reassessment of the value of the Building for purposes of reducing the amount of
Real Property Taxes on the Building.


	Alterations, Repairs and
Maintenance.



	Repairs and
Maintenance.




	Landlord shall, as an Operating Expense (except as
excluded herein), promptly repair and maintain in first class condition and
repair the exterior roof, including the roof membrane, exterior walls,
skylights, foundations and structural portions of the Building and the Project
and the improvements within the Common Areas, and any sidewalks, landscaping
(including but not limited to irrigation systems and backflow prevention
devices), Parking Areas, fences and signs located in the areas which are
adjacent to the Building, and the components of the Building's systems
(plumbing, electrical, and HVAC) located outside the Building.  Subject to the
waivers set forth in Paragraph 15 and to the provisions of Paragraph 16,
and except as otherwise covered by insurance, to the extent any such maintenance
and repairs are caused by the negligent act, neglect or omission of any duty by
Tenant or Tenant's employees, agents, contractors or invitees, then Tenant shall
pay to Landlord, as Additional Rent, the entire cost of such maintenance and
repairs.  Landlord shall not, however, be obligated to paint the interior
surface of exterior walls, ceiling or doors, nor shall Landlord be required to
maintain, repair or replace windows, doors, or plate glass.  Tenant shall
promptly notify Landlord in writing of any repair required to be made by
Landlord within the Premises. Landlord shall have no obligation to alter,
remodel, improve, repair (other than repair of structural or load-bearing
walls), decorate or paint the interior walls of the Premises.  Unless otherwise
provided herein, there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or interference with Tenant's business
arising from the making of any repairs, alterations or improvements in or to any
portion of the Building, the Premises or parking areas or in or to fixtures,
appurtenances and equipment therein.  Tenant expressly waives the benefits of
any statute (including, without limitation, the provisions of subsection 1
of Section 1932, Section 1941 and Section 1942 of the California
Civil Code and any similar law, statute or ordinance now or hereafter in effect)
which would otherwise afford Tenant the right to make repairs at Landlord's
expense (or to deduct the cost of such repairs from rent due hereunder) or to
terminate this Lease because of Landlord's failure to keep the Premises in good
order, condition and repair.


	In all other regards, Tenant, at Tenant's sole cost and
expense, shall keep, maintain and preserve the Premises in first class condition
and repair and shall, promptly make all non-structural repairs and replacements
to the Premises and every part thereof, including but not limited to floors,
ceilings, windows and doors (with any replacements of the same quality,
specifications and finish as the existing windows and doors),  interior walls,
and the interior surfaces of the exterior walls, plumbing, heating, air
conditioning and ventilating equipment within the Premises, telecommunications
equipment and intrabuilding network cabling, fire/life safety systems, interior
electrical and lighting facilities and equipment including circuit breakers and
exterior lighting attached to the Premises.  In the event Tenant fails to
perform Tenant's obligations under this Section, Landlord shall give Tenant
notice to do such acts as Landlord deems are reasonably required to so maintain
the Premises.  If Tenant, within fifteen (15) days after notice from Landlord,
fails to commence to do the work and diligently prosecute it to completion, then
Landlord shall have the right (but not the obligation) to do such acts and
expend such funds at the expense of Tenant as are reasonably required to perform
such work.  Any amount so expensed by Landlord shall be paid by Tenant promptly
after demand as Additional Rent.


	Alterations.




	Tenant will not make or permit alterations, improvements
or additions in or to the Premises (collectively "Alterations")
without Landlord's prior, written consent, which shall not be unreasonably
withheld, delayed or conditioned.  Notwithstanding the foregoing, Tenant shall
be allowed to make Alterations to the Premises with estimated costs not to
exceed $25,000 without such consent, provided only that such Alterations do not
effect the exterior or structural portions of the Premises, do not adversely
effect the building systems and are made in compliance with all Laws.
Additionally, Landlord hereby consents to construction of the Tenant
Improvements, subject to the provisions of Exhibit C.  Tenant's request for any
required consent shall be in writing, accompanied by proposed plans and
specifications.  With respect to any proposed Alterations with a estimated cost
in excess of the Security Deposit then held by Landlord, Landlord may require
Tenant to provide Landlord, at Tenant's cost and expense, a payment and
performance bond, in an amount equal to the estimated cost of such Alterations
in excess of the Security Deposit then held by Landlord, to insure Landlord
against any liability for any mechanic's and materialmen's liens and to insure
completion of the work.  Alterations will be performed at Tenant's cost and
expense. Any and all plans must be submitted to Landlord for approval, and
building permits must be obtained prior to commencement of any construction
remodeling.  All alterations, additions and improvements constructed by Tenant
shall remain the property of Tenant during the Lease Term and may be further
altered or removed during the term of this Lease, subject to the provisions
herein with respect to Alterations.  Subject to Paragraph 23, at the
expiration or sooner termination of the Lease Term, all alterations, additions,
or improvements shall be surrendered to Landlord as a part of the realty and
shall then become Landlord's property.  Tenant will promptly notify Landlord of
the value thereof for insurance and tax purposes.  Notwithstanding the
foregoing, Tenant shall be entitled to remove, in addition to its furniture,
trade fixtures, equipment and other personal property, the following items:
operating room lighting, laboratory benches and casework. Should Tenant make any
Alterations in violation of such approval or the requirements of this
Paragraph 10.2, Landlord may, at any time during the Term, either remove
any part or all of the same on Tenant's behalf and at Tenant's expense, or
require that Tenant do so.


	Tenant shall give Landlord written notice not less than
ten (10) days prior to the commencement of any work in the Premises by or on
behalf of Tenant, and Landlord shall have the right to post notices of non-
responsibility in or on the Premises or the Building as provided by law.  All
Alterations, repairs and replacements by Tenant shall be made, constructed and
installed in accordance with all applicable laws, rules and ordinances (and
Tenant shall perform all work necessary to comply fully with all laws,
ordinances and regulations necessitated by the Alterations, whether structural
or non-structural, within or without the Premises) and the requirements of any
insurance carrier, and shall be of a quality and class at least equal to the
original work, performed in a good and workmanlike manner using grades of
materials of a quality that is not less than that currently installed within the
Premises. Tenant shall ensure that all work is performed in a manner that does
not obstruct access to or through the Building or its common areas and that does
not interfere either with other tenants' use of their premises or with any other
work being undertaken in the Building. Before construction begins, Tenant shall
deliver to Landlord reasonable evidence that damage to, or destruction of, the
Alterations during construction will be covered either by the policies that
Tenant is required to carry under Paragraph 14 or by a policy of builder's
insurance in an amount reasonably acceptable to Landlord.  If Landlord requires
Tenant to provide builder's "all-risk" insurance for the proposed
Alterations, Tenant shall provide to Landlord a copy of the policy, any
endorsements, and an original certificate of insurance that complies with
Paragraph 14.  Tenant shall cause each contractor and subcontractor to maintain
all workers' compensation insurance required by law and liability insurance
(including property damage) in amounts reasonably required by Landlord.  Tenant
shall provide evidence of insurance to Landlord before construction begins
Tenant will provide Landlord the opportunity to monitor all work.  Tenant shall
provide Landlord with permit drawings, job cards, as built sepia drawings (but
only for work with a cost in excess of $25,000) and temporary certificates of
occupancy for all Alterations promptly upon their completion. Should Tenant make
any Alterations without Landlord's prior written approval as required herein, or
in violation of such approval or the requirements of this Paragraph 10.2,
Landlord may, at any time during the Term, either remove any part or all of the
same on Tenant's behalf and at Tenant's expense, or require that Tenant do
so.


	If during the term of this Lease, any Alteration, whether
structural or otherwise to all or any portion of the Premises or Building is
required by Law (including, but not limited to, alterations required by the
Americans with Disabilities Act of 1990 or any amendments thereto or any
regulations prorogated thereunder (collectively the "ADA") solely
because of (i) Tenant's unique use or occupancy of the Premises or change
of use or occupancy of the Premises, (ii) Tenant's application for any
permit or governmental approval, (iii) Tenant's construction or
installation of any leasehold improvements, trade fixtures or Alterations,
(iv) any violation by Tenant of any Law (including any requirement of the
ADA), (v) any special use of the Premises or any part thereof by Tenant or
any subtenant or assignee of Tenant (including, but not limited to any use for a
facility which constitutes, or if open to the public would generally constitute
a "place of public accommodation" under the ADA requirements), or
(vi) any special needs of the employees of Tenant or any assignee or
subtenant of Tenant, then Tenant shall promptly make the same at its sole cost
and expense.  Within ten (10) days after receipt, Tenant shall notify Landlord
in writing and provide Landlord with copies of (i) any notices alleging any
violation of any Law relating to the Premises or Tenant's occupancy or use of
the Premises, including any notices alleging violation of the Project or the ADA
to any portion of the Project or the Premises; (ii) any claims made or
threatened in writing regarding non-compliance with the ADA or any Law relating
to the Project or the Premises; or (iii) any governmental or regulatory
actions or investigations instituted or threatened regarding non-compliance with
the ADA or any Law relating to any portion of the Project or the
Premises.


	Liens.  Tenant shall
not permit any lien on any part of the Premises, Building or the Project
allegedly resulting from any work or materials furnished or obligations incurred
by or for Tenant.  Tenant shall discharge any such lien of record immediately
upon its filing or shall provide an adequate bond to protect Landlord's
interest.  Neither this Lease, nor any request or consent of Landlord to the
labor, materials or obligations, is a consent to such a lien.  Landlord may keep
posted on the Premises any notices it deems necessary for protection from such
liens.  In the event Tenant fails to discharge any such lien or provide an
adequate bond as required herein within thirty (30) days following Landlord's
written demand, then Landlord may cause such liens to be released by any means
it deems proper, including payment, at Tenant's expense and without affecting
Landlord's rights.


	Entry.  Subject to
Tenant's reasonable security requirements, and upon not less than twenty-four
(24) hours prior notice, Landlord may enter the Premises (or in any emergency or
suspected emergency, at any time, without notice), to (a) inspect, test,
maintain or make repairs, alterations and additions to the Building or the
Premises as Landlord is required to perform hereunder, (b) provide any
service which Landlord is now or hereafter obligated to furnish to tenants of
the Building or the Project, or (c) show the Premises to prospective
lenders, purchasers or tenants and, if they are vacated, to prepare them for
reoccupancy.  Tenant hereby waives any claim for abatement of rent or for
damages for any injury, inconvenience to or interference, loss of occupancy or
quiet enjoyment caused by Landlord's entry in compliance with this provision.
Landlord shall at all times have keys to all doors to or in the
Premises.


	Indemnification and
Exculpation.





	Tenant will indemnify, defend and hold and save Landlord
and its officers, directors, shareholders, partners and agents (each an
"Indemnitee") harmless from all fines, suits, losses, costs, expenses,
liabilities, claims, demands, actions, damages and judgments
("Liabilities") suffered by or recovered from the Indemnitee, of every
kind and character, resulting from (i) the operation, condition,
maintenance, use or occupancy of the Premises, (ii) any bodily injury,
death or property damage occurring in or about the Premises, (iii) Tenant's
or Tenant's agent's negligence or willful misconduct, or (iv) any breach or
default in the performance in a timely manner of any obligation on Tenant's part
to be performed under this Lease.  Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of damage to property or
injury to persons, in, upon or about the Premises arising from any cause, and
Tenant hereby waives all claims in respect thereof against Landlord; provided,
however, that Tenant does not assume the risk of and does not waive any claims
for Liabilities resulting from Landlord's negligence or willful misconduct, or
from any breach or default by Landlord in its obligations under this
Lease.


	If any proceeding is brought wherein Tenant is required
to indemnify and defend an Indemniteee, Tenant shall retain counsel reasonably
satisfactory to the indemnified party to defend the indemnified party at the
indemnifying party's sole cost and expense.  All such costs and expenses,
including attorneys' fees and court costs, shall be a demand obligation owing by
the indemnifying party to the indemnified party.  The indemnifying party's
obligations under this Paragraph 13 shall survive the termination or
expiration of this Lease.


	Landlord shall indemnify, defend and hold and save Tenant
and its, officers, directors, shareholders, partners and agents (each a
"Tenant Indemnitee") harmless from all fines, suits, losses, costs,
expenses, liabilities, claims, demands, actions, damages and judgments, suffered
by or recovered from the Tenant Indemnitees, or every kind and character,
resulting from (i) Landlord's breach or default in the performance in a timely
manner of any of Landlord's obligations hereunder, and (ii) Landlord's or
Landlord's agent's negligence or willful misconduct.


	Insurance.  Tenant,
during the term and any other period of occupancy, will, at its expense,
maintain the following insurance coverage:





	Commercial General Liability insurance with a general
aggregate limit of  not less than $2,000,000.00, and an each occurrence limit of
$1,000,000.00, for personal injury or death and property damage occurring in or
about or related to the use of the Premises or Tenant's (or its agents,
employees or representatives) use of the Building, Common Areas and Project and
Tenant's indemnification obligations under Paragraph 13 above.  


	"All Risk" insurance for the full replacement
cost of all Tenant's property on the Premises and all fixtures and leasehold
improvements in the Premises.  Unless this Lease is terminated upon damage or
destruction, the proceeds of such insurance will be used to restore the
foregoing.


	Workers' Compensation (as required by state law), and
Employer's Liability insurance in the amount of not less than
$500,000.00.


	Business Interruption insurance to protect against any
interruption or disturbance to Tenant's business conducted in the Premises for
at least three (3) months.

All policies required hereunder will be issued by carriers
rated A-VII or better by Best's Key Rating Guide and licensed to do business in
the State of California.  The policies shall name Landlord, Landlord's partners
and managing agent and any other person or entity that Landlord may designate
from time to time as additional insureds, with primary coverage non-contributing
to and not in excess of any insurance Landlord may carry, and shall provide that
coverage cannot be cancelled except upon thirty (30) days prior written notice
to Landlord.  At least thirty (30) days prior to expiration of such policies,
and promptly upon any other request by Landlord, Tenant shall furnish Landlord
with copies of policies, or evidence of insurance, evidencing maintenance and
renewal of the required coverage.  In the event Tenant does not maintain said
insurance, Landlord may, in its sole discretion and without waiving any other
remedies hereunder, procure said insurance and Tenant shall pay to Landlord as
Additional Rent the cost of said insurance plus a five percent (5%)
administrative fee.  If Landlord's lender, insurance advisor or counsel
reasonably determines at any time that the amount of such coverage is not
adequate and such determination is reasonably confirmed by Tenant's third-party
insurance advisor, then Tenant shall increase such coverage to such amount as
Landlord's lender, insurance advisor or counsel reasonably deems adequate.  The
limit of such insurance shall not limit the liability of Tenant.

During the Term, Landlord shall insure the Building
(excluding any property which Tenant is obligated to insure) against damage with
"All-Risk" insurance (including earthquake as commercially reasonable)
and commercial general liability insurance with combined single limits not less
than $2,000,000 and with such deductibles as Landlord considers reasonably
appropriate.  Landlord may, but shall not be obligated to, obtain and carry any
other form or forms of insurance as it or its Mortgagees may determine
advisable.  

If the acts or omissions of Tenant or Tenant's employees,
agents, contractors or invitees, whether or not Landlord has consented to the
same, increase the cost of Landlord's insurance, Tenant will pay the full cost
of any such increase as additional rent.


	No Subrogation.  The
parties shall use their best commercial efforts to obtain property insurance
policies affecting the Premises which include a clause or endorsement denying
the insurer any rights of subrogation against the other party.  Landlord and
Tenant waive any rights or recovery against the other for any actually insured
injury or loss and any injury or loss required to be insured against
hereunder.


	Damage or
Destruction.  If the Premises or any part thereof are damaged by fire
or other casualty, Tenant will promptly notify Landlord.



	Cancellation of Lease;
Restoration of Building.  If the Building or the Premises are damaged
by fire or other casualty to the extent that substantial alteration or
reconstruction with an estimated cost in excess of thirty-five percent (35%) of
the replacement cost of the Building, Landlord may terminate this Lease by
notifying Tenant within sixty (60) days after the later of the date the damage
occurs, or the date Landlord is so notified by any holder
("Mortgagee") of a mortgage or deed of trust (blanket or otherwise)
covering any part of the Building ("Mortgage").  In the event Landlord
elects to terminate this Lease, Tenant shall have the right within ten (10) days
of receipt of the required notice to notify Landlord of Tenant's election to
continue the Lease in full force and effect, and Tenant, at its expense (to the
extent not covered by available insurance proceeds), shall proceed to make such
repairs as soon as reasonably possible or Landlord may elect, in its sole
discretion, to require Tenant to furnish evidence, within ten (10) days
following Landlord's demand,  reasonably satisfactory to Landlord of Tenant's
ability to fund that portion of the cost of such repair or restoration which is
not covered by insurance proceeds received, in which event Landlord shall
proceed to make such repairs.   If Tenant does not give such notice or provide
such evidence within the ten (10) day period, this Lease shall be cancelled and
terminated as of the date of the occurrence of such damage.  All insurance
proceeds available from the fire and property damage insurance carried by
Landlord pursuant to Paragraph 14 shall be paid to and become the property
of Landlord in the event the Lease is terminated.  If this Lease is not
terminated, then within seventy-five (75) days after the fire or other casualty,
Landlord will commence to repair and restore the Premises and any portion of the
Building required for access to the Premises, and will diligently complete the
same, but Landlord is not required (a) to expend more for such repair of
the Premises than the net insurance proceeds (after any payment required under
any Mortgage) reasonably allocable to the Premises, or (b) to rebuild,
repair or replace any of Tenant's furniture, furnishings, fixtures or equipment
removable by Tenant under the provisions of this Lease or which Tenant has
insured or is required to insure under the provisions of this Lease.  Within
sixty (60) days following such substantial damage to the Building or Premises,
Landlord shall notify Tenant whether or not such repair or restoration can
reasonably be completed within one hundred eighty (180) days following such
damage, and if Landlord notifies Tenant that it cannot be completed within such
one hundred eighty (180) days, Tenant shall have thirty (30) days within which
to provide written notice of termination of the Lease.  If neither party
terminates the Lease, pursuant to this Section 16.1 as a result of
substantial casualty, Landlord will expeditiously obtain any necessary permits
and approvals for repair or restoration and will promptly commence and
diligently proceed with repair or restoration, and complete it as expeditiously
as reasonably possible.  In the event that Landlord fails to repair and restore
the Premises within one hundred eighty (180) days following the date such damage
is incurred, the Tenant may terminate the Lease by delivering written notice to
Landlord within thirty (30) days following the expiration of said 180-day
period.


	Abatement of Rent.
Following any damage or destruction to the Premises, rent shall be abated  while
and to the extent the Premises are unfit for occupancy due to such damage or
destruction.  Except as expressly provided to the contrary in this Lease, this
Lease will not terminate, and Tenant will not be entitled to damages or to any
abatement of rent or other charges, as a result of a fire or other casualty,
repair or restoration Tenant hereby waives the provisions of California Civil
Code Sections 1932(2) and 1933(4) which permit termination of a lease upon
destruction of Premises, and any other present or future statute that may so
permit.


	Condemnation.  If all
or substantially all of the Building or of the Premises is taken for any public
or quasi-public use under any governmental law, ordinance or regulation or by
right of eminent domain or is sold to the condemning authority in lieu of
condemnation, then this Lease will terminate when physical possession is taken
by the condemning authority.  If a lesser but material portion of the Premises
is thus taken or sold (, either party may terminate this Lease by notice to the
other within sixty (60) days after the taking or sale, in which event this Lease
will terminate when physical possession of the applicable portion of the
Building or the Premises is taken by the condemning authority.  If the Lease is
not terminated, rent payable will be reduced by the amount allocable to any
portion of the Premises so taken or sold, and Landlord, at its sole expense,
will restore the affected portion of the Building to substantially its former
condition as far as commercially feasible, but not beyond the work done by
Landlord in originally constructing the affected portion of the Building and
installing tenant improvements in the Premises. Landlord shall be entitled to
receive all of the compensation awarded upon a taking of any part or all of the
Building or Premises, including any award for any unexpired term of this Lease.
Tenant may seek an award in separate proceedings for its personal property,
trade fixtures and moving expenses.

In the event of such taking or sale of the Premises or any
part thereof for temporary use of not more than six (6) months, this Lease shall
remain unaffected and rent shall not abate, and Tenant shall be entitled to such
portion or portions of any award made for such use with respect to the period of
the taking which is within the Term, provided that, if such taking shall
remain in force at the expiration or earlier termination of this Lease, Tenant
shall then pay to Landlord a sum equal to the reasonable cost of performing
Tenant's obligations with respect to surrender of the Premises.

To the extent that it is inconsistent with the provisions of
this Paragraph 17, each party hereto hereby waives the provisions of
Section 1265.130 of the California Code of Civil Procedure allowing either
party to petition a court to terminate this Lease in the event of a partial
taking of the Premises.


	Defaults and
Remedies.



	Events of Default.
The occurrence of one or more of the following events shall constitute an
"Event of Default" and breach hereunder by Tenant:



	Tenant fails to make a payment within three (3) days
after written notice of delinquency hereunder provided, however, that no Event
of Default shall accrue under this subparagraph 18.1.1 until the
tenth (10th) day following the date the payment was due hereunder;
or


	Tenant fails to comply with any other obligation under
this Lease and does not cure such failure within thirty (30) days after written
notice; except that any failure to perform under Paragraph 20 or 21 of this
Lease within the time period provided therein shall be deemed an Event of
Default hereunder without further notice or cure period; or


	Tenant attempts any Assignment (as defined in
Paragraph 19) prohibited by Paragraph 19; or


	Tenant or any Guarantor becomes insolvent, makes a
transfer in fraud of creditors or an assignment for the benefit of creditors,
admits in writing its inability to pay its debts as they become due, or files a
petition under any Section or Chapter of the United States Bankruptcy Code
or any similar law or statute; or an order for relief is entered with respect to
Tenant or any Guarantor in any bankruptcy, reorganization or insolvency
proceedings; or a pleading seeking such an order is not discharged or denied
within sixty (60) days after its filing; or the taking of any action at the
corporate or partnership level by Tenant to authorize any of the foregoing
actions on behalf of Tenant; or a receiver or trustee is appointed for all or
substantially all assets of Tenant or any guarantor or of the Premises or any of
Tenant's property located thereon in any proceedings brought by Tenant or
Guarantor, or any receiver or trustee is appointed in any proceeding brought
against Tenant or Guarantor and not discharged within sixty (60) days after
appointment or Tenant or Guarantor does not contest such appointment; or any
part of Tenant's estate under this Lease is taken by process of law in any
action against Tenant (but in the event that any provision of this
Paragraph 18.1.4 is contrary to any applicable law, such provision shall be
of no force or effect); or


	Tenant abandons the Premises; or


	Three (3) times within a year, Tenant fails to fulfill a
material obligation under this Lease following notice by Landlord, even though
Tenant may thereafter cure such failure within the time provided.

Any notice specified above shall serve as, and not be in
addition to, any notice required under California Code of Civil Procedure
Section 1161 or otherwise regarding unlawful detainer actions.


	Remedies.  On an
Event of Default, Landlord may terminate this Lease by notice to Tenant, or
continue this Lease in full force and effect, and/or perform Tenant's
obligations on Tenant's behalf and at Tenant's expense.



	If and when this Lease is so terminated, all rights of
Tenant and those claiming under it will terminate.  In such event, Landlord may
immediately recover from Tenant:



	The worth at the time of award of any unpaid rent which
had been earned at the time of such termination; plus


	The worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided; plus


	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 such rental loss that Tenant proves could be reasonably avoided;
plus


	Any other amount reasonably necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform
Tenant's obligations under this Lease or which in the ordinary course of things
would be likely to result therefrom.

As used in Subsections (a) and (b) above, the
"worth at the time of award" is computed by allowing interest at the
Prime Rate, plus four percent (4%) per annum (or at the maximum rate permitted
by law, whichever is less).  As used in Subsection (c) above, the
"worth at the time of award" is computed by discounting such amount at
the discount rate of the Federal Reserve Bank of San Francisco at the time of
award plus one percent (1%).  Until Tenant confirms in writing that this Lease
is terminated, Landlord's failure to relet the Premises shall not constitute a
failure to mitigate damages.


	Landlord shall have the remedy described in California
Civil Code Section 1951.4 (Landlord may continue this Lease in effect after
Tenant's breach, even if Tenant has abandoned the Premises, and enforce all of
Landlord's rights and remedies under this Lease, including the right to recover
rent as it becomes due, if Tenant has the right to sublet or assign, subject
only to reasonable limitations).


	Upon an Event of Default or when Tenant is no longer
entitled to possession, Landlord may enter the Premises and dispose of Tenant's
property as herein provided, and may perform Tenant's obligations hereunder on
Tenant's behalf.  Tenant will reimburse Landlord on demand for Landlord's
attorneys' fees and other expenses in doing so.  This Paragraph 18.2.3
shall survive expiration or termination of this Lease.


	Continuing Liability.
No repossession, re-entering or reletting of the Premises or any part thereof by
Landlord shall relieve Tenant or any Guarantor of its liabilities and
obligations under this Lease except as provided by law.


	Remedies Cumulative.
All rights and remedies of Landlord under this Lease will be non-exclusive of
and in addition to any other remedies available to Landlord at law or in
equity.


	No Waiver. Either
party's failure to insist on strict compliance with any terms hereof or to
exercise any right or remedy does not waive the same.  Waiver of any agreement
regarding any breach does not affect any subsequent or other breach, unless so
stated.  A receipt by Landlord of any rent with knowledge of the breach of any
covenant or agreement contained in this Lease shall not be a waiver of the
breach, and no waiver by Landlord of any violation or provision of this Lease
shall be effective unless expressed in writing and signed by Landlord.  Payment
by Tenant or receipt by Landlord of a lesser amount than due under this Lease
may be applied to such of Tenant's obligations as Landlord elects.  No
endorsement or statement on any check, and no accompanying letter, shall make
the same an accord and satisfaction, and Landlord may accept any check or
payment without prejudice to Landlord's right to recover the balance of the rent
or pursue any other remedy provided in this Lease.


	Encumbrances, Assignment and
Subletting.  Except upon Landlord's written consent, which shall not
be unreasonably withheld, delayed, or conditioned or as otherwise permitted
herein, Tenant may not assign, transfer, or encumber this Lease or any estate or
interest herein, or permit the same to occur, or sublet or grant any right of
occupancy for any part of the Premises, or permit such occupancy by any other
parties other than Tenant and Tenant's employees or modify any agreement
providing for any of the foregoing (the foregoing collectively referred to as
"Transfer," and the other party thereto the "Transferee").
Any prohibited Transfer is voidable by Landlord.



	Conditions of
Transfer.  Landlord's consent to a Transfer may, without limitation,
be conditioned on Landlord's determination that the Transferee's financial
condition shall be sufficient to allow such Transferee to comply with the
obligations of Tenant hereunder.  Consent by Landlord to any Transfer shall not
be a waiver of Landlord's rights as to any subsequent Transfers.  Any approved
Transfer shall be expressly subject to the terms and conditions of this Lease.
If Tenant's obligations under this Lease have been guaranteed by third parties
(herein called "Guarantors"), then Landlord's consent to the Transfer
may be conditioned upon Landlord's receipt of the written consent of each
Guarantor to such Transfer and the terms thereof.  In the event of any Transfer,
each transferor and all Guarantors will remain fully responsible and liable for
all of Tenant's obligations under this Lease, and the Transferee will
automatically be jointly and severally liable to the extent of the transferred
portion of the Premises.  Upon an Event of Default, as herein defined, while a
Transfer is in effect, Landlord may collect directly from the Transferee all
sums becoming due to Tenant under the Transfer and apply this amount against any
sums due Landlord by Tenant, and Tenant authorizes and directs any Transferee to
make payments directly to Landlord upon notice from Landlord.  No direct
collection by Landlord from any Transferee shall constitute a novation or
release of Tenant or any Guarantor, a consent to the Transfer or a waiver of the
covenant prohibiting Transfers.  Landlord, as Tenant's agent, may endorse any
check, draft or other instrument payable to Tenant for sums due under a
Transfer, and apply the proceeds in accordance with this Lease; this agency is
coupled with an interest and is irrevocable.


	Request to Assign or Sublet;
Cancellation.  With any request for consent to a Transfer, Tenant
will submit a copy of the proposed Transfer document to Landlord and notify
Landlord of the proposed effective date of the Transfer, the name of the
proposed Transferee (accompanied by evidence of the nature, and financial
condition of the Transferee and its business), and all terms and conditions
(including rental) of or relating to the Transfer.  Notwithstanding anything to
the contrary in this Paragraph 19, within fifteen (15) days of a request
for Landlord's consent to any Transfer involving (a) an assignment of the Lease
or (b) a sublease for all or substantially all the Premises for all or
substantially all the then remaining Term of the Lease, or any time, if Tenant
enters into any Transfer without obtaining the consent of Landlord, Landlord, by
notice to Tenant, may terminate this Lease as of the proposed effective date of
the Transfer as if that were the original Termination Date (or immediately, if
Tenant enters into the Transfer without obtaining the consent of Landlord).  If
Landlord so elects to terminate, Landlord shall have the right to relet the
Premises or any portion thereof to anyone (including the proposed Transferee) on
any terms, and Tenant shall not be entitled to any portion of any profit
Landlord may realize as a result of any such reletting.  


	Excess Rent.  If the
consideration Tenant receives for any Transfer exceeds the rent (Base Rent,
Operating Expenses and Additional Rent) payable under this Lease for the same
period and portion of the Premises, after deducting from such consideration any
broker's commissions, legal fees and advertising costs actually paid by Tenant
in connection with the Transfer, all amortized over the term of the sublease if
applicable, then 50% of the excess shall be immediately due and payable by
Tenant to Landlord as Additional Rent under this Lease.  Further Tenant may
deduct from such excess consideration the monthly amortization of the Cost of
Improvements paid by Tenant with respect to the Premises (or portion of the
Premises) which is subject to the Transfer.  As used herein, the term
"consideration" for the transfer shall not include any payment received by
Tenant from a subtenant or transferee for services or costs not included in Base
Rent hereunder (for example, utility costs, janitorial services, insurance or
maintenance costs, property taxes and the like).


	Transfers to Related or
Successor Entities.  "Transfer" within the meaning of this
Paragraph 19 shall not include any sublease or assignment of all or a
portion of the Premises to any person, corporation or partnership which
controls, is controlled by or is under common control with Tenant, if such
affiliated entity assumes Tenant's obligations hereunder.  For purposes of this
Paragraph 19.4, "control" shall mean ownership of at least 50% of
all classes of stock of a corporation, all memberships in a limited liability
company or all classes of partners in a partnership. Additionally,
"Transfer" shall not include any transfer of the Lease in connection
with the merger, consolidation or acquisition of Tenant with or by another
entity or any transfer of this Lease in connection with the acquisition of all
or substantially all of the assets of Tenant.  Notwithstanding the above, no
transfer shall be excluded from the definition of Transfer hereunder if it is a
"sham" transaction which has the effect of avoiding Tenant's liability
hereunder. Tenant shall notify Landlord of any transfer to a related or
successor entity prior to or immediately following its consummation.  Any
transactions excluded from the meaning of "Transfer" pursuant to this
Paragraph 19.4 shall be referred to as an "Excluded
Transfer."


	Subordination.  This
Lease and all rights of Tenant under this Lease are subordinate to any of the
following, and any modifications thereof, which may now or hereafter affect any
portion of the Building: any Mortgage, or any ground or underlying lease
covering any part of the Building.  On sale by foreclosure of a Mortgage or sale
in lieu of foreclosure, Tenant will attorn to the purchaser if requested by such
purchaser, and recognize the purchaser as the Landlord under this Lease,
provided that such purchaser recognizes this Lease.  These provisions are self-
operative and no further instrument is required to effect them; however, upon
demand from time to time, Tenant shall execute, acknowledge and deliver to
Landlord any instruments necessary or proper to evidence such subordination
and/or attornment or, if Landlord so elects, to render any of the foregoing
subordinate to this Lease or to any or all rights of Tenant hereunder.  Tenant
further waives the provisions of any current or future statute, rule or law
which may give or purport to give Tenant any right or election to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder in
the event of any such foreclosure proceeding or sale, and agrees that this Lease
shall not be affected in any way whatsoever by any such proceeding or sale
unless the Mortgagee, or the purchaser, shall declare otherwise. Notwithstanding
the foregoing, Tenant shall not be required to subordinate its interest under
this Lease unless (a) such subordination does not materially increase
Tenant's obligations, or materially decrease its rights under this Lease, and
(b) Landlord first obtains from the holder of the mortgage, deed of trust,
or other instrument of security to which this Lease is to become subordinated a
written agreement that provides substantially that as long as Tenant performs
its obligations under this Lease, no foreclosure of, deed given in lieu of
foreclosure of, or sale under the encumbrance, and no steps or procedures taken
under the encumbrance, shall affect Tenant's rights hereunder.




	Estoppel Certificate.
Upon Landlord's written request from time to time, Tenant will execute and
deliver to Landlord, within twenty (20) days after Tenant's receipt of
Landlord's written request, certificates, an example of which is attached hereto
as Exhibit E, certifying:  (i) the date of commencement of this Lease;
(ii) the fact that this Lease is unmodified (except as the certificate
specifies) and in full force and effect; (iii) the date to which the sums
payable under this Lease have been paid; (iv) that there are no current
defaults under this Lease by either Landlord or Tenant except as specified; and
(v) such other matters as Landlord reasonably requests.  This certification
may be relied upon by any actual or prospective Mortgagee or purchaser of all or
part of the Building or any interest therein or in Landlord.  Failure to so
execute and deliver said certificate will be conclusive upon Tenant
(i) that this Lease is in full force and effect, without modification
except as may be represented by Landlord, (ii) that there are no uncured
defaults in Landlord's performance, and (iii) that no more than one (1)
month's rental has been paid in advance.


	Signs.  Tenant shall
be permitted to post a sign of standard size and materials on the existing sign
monument outside the Project commensurate with its share of the Project and to
maintain a sign on or immediately adjacent to its entrance, at Tenant's sole
cost and expense, subject to compliance with any applicable law, ordinance,
regulation, or restriction, and subject to Landlord's prior, written consent as
to size, design and content, which shall not be unreasonably withheld.  Tenant
shall not place, maintain, or permit on any exterior door, wall, or window of
the Premises, or the Building, any other sign, awning, canopy, marquee, or other
advertising without the prior written consent of Landlord in Landlord's sole
reasonable discretion.  If Landlord consents to any sign, awning, canopy,
marquee, decoration, or advertising matter, Tenant shall maintain it in good
appearance and repair at all times during this Lease.  If at the end of the
Term, any of the items mentioned in this Section are not removed from the
Premises by Tenant, that item may, without damage or liability, be removed and
disposed of by Landlord at Tenant's expense.


	Surrender of
Premises.  As soon as its right to possession ends, Tenant will
surrender the Premises to Landlord in as good repair and condition as on the
Rent Commencement Date, except for reasonable wear and tear, and for damage or
destruction by fire or other casualty for which Tenant is not otherwise
responsible. Notwithstanding anything to the contrary herein, (a) Tenant
shall not be required to remove (i) any of the initial Tenant Improvements
constructed by or on behalf of Tenant, and (ii) any alterations or
additions for which Tenant has obtained Landlord's consent unless Landlord has
indicated, at the time of granting such consent, that such removal will be
required.  Tenant will concurrently deliver to Landlord all keys to the
Premises, and restore any locks which it has changed to the system which existed
at the commencement of the Term.  



	Leasehold Improvements and
Fixtures.  Except as otherwise set forth herein, at the expiration or
termination of the Term, Landlord may require the removal of any or all personal
property and equipment from the Premises, and the restoration of the Premises to
its condition as when Tenant first occupied, except for reasonable wear and
tear, at Tenant's expense.  All personal property and equipment on or about the
Premises, other than that which is affixed to the Premises so that it cannot be
removed without material damage to the Premises or the Building, shall be
removed from the Premises by Tenant (if it is not in default) at the expiration
or termination of the Term.  All removals by Tenant will be accomplished in a
good and workmanlike manner so as not to damage any portion of the Premises or
Building, and Tenant will promptly repair and restore all damage done.  If
Tenant does not so remove any property which it has the right or duty to remove,
Landlord may immediately either claim it as abandoned property, or remove, store
and dispose of it in any manner Landlord may choose, at Tenant's cost and
without liability to Tenant or any other party.


	Holding Over.  If
Tenant does not surrender the Premises as required and holds over after its
right to possession ends, Tenant shall become a tenant at sufferance only, at a
monthly rental rate equal to one hundred fifty percent (150%) of the total rent
payable in the last prior full month, or the then existing fair market rental,
whichever is greater, without renewal, extension or expansion rights, and
otherwise subject to the terms, covenants and conditions herein specified, so
far as applicable.  Nothing other than a fully executed written agreement of the
parties creates any other relationship.  Tenant is liable for Landlord's loss,
costs and damage from such holding over, including, without limitation, those
from Landlord's delay in delivering possession to other parties.  These
provisions are in addition to other rights of Landlord hereunder and as provided
by law.


	Professional Fees. In
any dispute between the parties (whether or not litigated) arising hereunder or
out of Tenant's use or occupancy of the Premises, the prevailing party's
reasonable costs and expenses (including fees of attorneys and experts) will be
paid or reimbursed by the unsuccessful party.


	General
Provisions.



	Mortgagee Protection.
Tenant shall not sue Landlord for damages or exercise any right to terminate
until (a) it gives written notice to any Mortgagee whose name and address
have been furnished to Tenant, and (b) a reasonable time for remedying the
act or omission giving rise to such suit has elapsed following the giving of the
notice, without the same being remedied.  During that time, Landlord shall not
be considered in default, and Landlord and/or any Mortgagee and/or their
employees, agents or contractors may enter the Premises and do therein whatever
may be necessary to remedy the act or omission.


	Transfer of Landlord's
Interest.  Landlord may transfer, assign or convey any or all of its
interest in the Building or its rights under this Lease.  Upon transfer of its
rights under this Lease, Landlord is freed and relieved of all then future
obligations under this Lease, the transferee shall be deemed to have assumed
those obligations, and Tenant will look solely to the successor to Landlord.
This Lease shall inure to the benefit of and bind all parties hereto and their
respective successors and assigns.


	Waiver.  Tenant
waives any right it may now or hereafter have (i) to redeem the Premises or
to have a continuance of this Lease after termination of the Lease, Tenant's
right of occupancy or the Term (ii) for exemption of property from
liability for debt or for distress for rent, (iii) relating to notice or
delay in levy of execution in case of eviction for nonpayment of rent.  The
parties agree that in any litigation under this Lease or the relationship it
creates, the judge, rather than the jury, shall determine any matters of fact
relating to Transfers, bankruptcy or similar matters or to the structural or
mechanical systems of the Building.


	Identification of
Tenant.  If there is more than one party constituting Tenant or any
Guarantor, their obligations are joint and several, and Landlord may proceed
against any one or more of them before proceeding against the others, nor shall
any party constituting Tenant or Guarantor be released for any reason
whatsoever, including, without limitation, any amendment of this Lease, any
forbearance by Landlord or waiver of any of Landlord's rights, the failure to
give any party constituting Tenant or Guarantor any notices, or the release of
any party liable for the payment of Tenant's obligations.  If there is more than
one party constituting Tenant, any of them acts for all others in every regard
with respect to this Lease (including but not limited to any renewal, extension,
expiration, termination or modification).


	Interpretation of
Lease.  Tenant acquires no rights by implication from this Lease, and
is not a beneficiary of any past, current or future agreements between Landlord
and third parties.  Surrender or cancellation of this Lease shall not work a
merger, and shall, at Landlord's option, assign to it all subleases or
subtenancies.  The delivery of keys to Landlord or Landlord's managing agent is
not a termination of this Lease or a surrender of the Premises.  Headings in
this Lease are for convenience only, and do not affect the meaning of the text.
Unless context indicates otherwise, words of any gender or grammatical number
include all genders and numbers.  Where context conflicts with the definition of
any term, context will control, but only for that use and related uses.  If any
provision of this Lease or any application thereof is invalid, void or illegal,
no other provision or application shall be affected.  Time is of the essence of
every provision of this Lease.  California law governs this Lease.  Neither
party may record this Lease or a copy or memorandum thereof.  Submission of this
Lease to Tenant is not an offer, and Tenant will have no rights hereunder until
each party executes a counterpart and delivers it to the other party.


	Limitation on
Liability. The parties' rights hereunder are solely for the benefit
of such party, and neither party has a duty to exercise them for the benefit of
the other party or others. Any liability of Landlord to Tenant under this Lease,
or arising from the relationship under it, is limited to fifty
percent (50%) of the value of the Building but in no event in an amount
less than $5,000,000, and Landlord and Landlord's employees, officers,
directors, shareholders, partners and agents shall not be personally liable for
any deficiency; but this does not limit or deny any remedies which do not
involve personal liability.  Neither party shall name the other party's
employees, officers, directors, shareholders, partners and agents as a defendant
in any action seeking to impose personal liability on any one or more of them.
If Tenant proposes any action which requires Landlord's consent and such consent
is impermissibly withheld, denied or delayed, Tenant may seek an injunction or
specific performance, in addition to any other remedies to which it may be
entitled under applicable law


	Financial Statements.
Tenant represents, warrants and covenants that financial statements heretofore
or hereafter furnished to Landlord, in connection with this Lease, are accurate
and are not materially misleading.  At any time during the Term, Tenant shall,
upon ten (10) days prior written notice, provide Landlord with a current
financial statement and financial statements of the two (2) years prior to the
current financial statement year, and prepared in accordance with generally
accepted accounting principles and, if such is Tenant's normal practice, audited
by an independent certified public accountant.


	Quiet Enjoyment.  If
Tenant pays all sums and performs all its other obligations under this Lease,
Tenant shall and may peaceably and quietly have, hold and enjoy the Premises,
subject to this Lease.


	Payments and Notices.
Any notice or document shall be considered received when personally delivered or
when delivered by mail, messenger or overnight courier, addressed to the parties
hereto at the respective addresses set forth on the signature page of this
Lease, or to Tenant at the Premises, or at such other address as they may
specify from time to time by written notice delivered in accordance with this
Paragraph 25.9, except that if such day is not a business day, the notice
or document will be considered delivered on the next business day.  If any
delivery is refused or cannot be delivered at the last known address of the
party being given notice, such notice shall be deemed delivered one (1)
business day following dispatch by overnight courier or three (3) business days
after dispatch by mail as provided herein.  All payments required to be made by
Tenant to Landlord are to be paid, without prior demand except as may be
specified and without any setoff, deduction or counterclaim whatsoever, in legal
tender of the United States of America at the address set forth on the invoice
or, if no invoice is submitted or no address is set forth, at the address for
the Landlord set forth on this Lease or at any other address as Landlord may
specify from time to time by written notice in accordance with this
Paragraph 25.9.


	Late Payments.  If
any amounts due hereunder from Tenant are not received by Landlord within seven
(7) business days after said amounts are due, Tenant shall also pay to Landlord
a late charge of five percent (5%) of all such past due amounts for which the
parties agree is a fair and reasonable estimate of the extra costs (including,
without limitation, processing and accounting charges) Landlord will incur by
reason of the late payment.  Notwithstanding the above, Landlord agrees to waive
the late charge one time within any twelve (12) month period if Tenant pays in
full all amounts due within five (5) days after written notice of delinquency
from Landlord.  Landlord shall provide Tenant with notice of the imposition of
any late charge within thirty (30) days following the date it accrues hereunder.
Acceptance of any late charge shall not constitute a waiver of Tenant's default
with respect to any amount otherwise overdue hereunder, nor prevent Landlord
from exercising any of its other rights and remedies.  Any amounts overdue from
Tenant hereunder shall accrue interest from the date due at the Prime Rate per
annum, provided however, that no interest shall accrue until after ten (10) days
following the due date of such amounts.


	Rules and
Regulations.  Tenant shall comply with the Rules and Regulations (as
changed from time to time as therein provided) attached hereto as Exhibit F.  In
the event of any conflict between the terms of the Rules and Regulations and the
provisions of the text of this Lease, the provisions of this Lease shall control
and prevail.


	Rights Reserved by
Landlord.  In addition to other rights retained or reserved, Landlord
reserves the following rights, exercisable without notice and without liability
to Tenant and without effecting an eviction, constructive or actual, or in any
way diminishing Tenant's obligations:  (a) to change the name or street
address of the Building or Project; (b) to install and maintain, modify or
remove any signs on the exterior of the Building or Project; (c)  to keep,
and to use in appropriate instances, keys to all doors within and into the
Premises (no locks shall be changed or added without the prior, written consent
of Landlord); (d) to close any part of the Common Areas to the extent
necessary in Landlord's opinion to prevent the accrual of any prescriptive
rights, to temporarily close any part of the Common Areas to repair and maintain
them or for any other reasonable purpose, or to change the nature of the Common
Areas, including without limitation changes in the location, size, shape, and
number of driveways, entrances, parking spaces, parking areas, loading and
unloading areas, ingress, egress, direction of traffic, landscaped areas, and
walkways; and (e) to take all reasonable measures Landlord considers advisable
for the security of the Project and its occupants.  Notwithstanding the
foregoing, Landlord shall not be entitled to take any action pursuant to such
rights, if such action will materially interfere with Tenant's use and enjoyment
of the Premises pursuant hereto.


	Responsibility for
Others.  Where either party waives rights against the other party, it
also waives the same rights against the other party's employees, officers,
directors, shareholders, partners, agents, contractors and invitees.  The waiver
shall be considered a waiver on behalf of the party making it, of all that
party's employees, officers, directors, shareholders, partners and agents, and
of anyone claiming under any of them, including insurers and creditors.
Wherever in this Lease Tenant agrees not to do a particular thing, Tenant also
agrees not to permit its employees, agents, contractors or invitees to do
so.


	Landlord's Costs.
Where Tenant is required to pay or reimburse Landlord for the costs of any item,
the cost shall be the reasonable and customary charge established by Landlord
from time to time.  Failure to pay any reimbursable cost shall be treated as a
failure to pay rent.  In connection with any request by Tenant for the consent
of Landlord to an Alteration, Transfer or other act proposed by Tenant under
this Lease, Tenant shall pay Landlord's reasonable, third party costs and
expenses incurred in connection therewith, including attorneys', architects',
engineers' and other consultants' fees.


	Invoices.  Tenant
will promptly notify Landlord of any dispute it may have regarding Landlord's
invoices.  


	Force Majeure.  When
a period of time is herein prescribed for action to be taken by either party,
such party shall not be liable or responsible for, and there is excluded from
the computation for any such period of time, any delays due to strikes, riots,
acts of God, shortages of labor or materials, war, governmental laws,
regulations or restrictions or any other cause of any kind whatsoever which are
beyond the control of such party.  Subject to the preceding sentence, time is of
the essence of every part of this Lease.


	Lender Modification.
Tenant agrees to make such reasonable, minor modifications to this Lease as may
reasonably be required in connection with the obtaining of normal financing or
refinancing of the Building, provided no such modification increases the rent or
materially impairs or adversely affects the economic benefits to the Tenant
under this Lease or impairs Tenant's use or enjoyment of the Premises or
increases Tenant's obligations hereunder.


	Negotiated
Transaction.  The parties mutually acknowledge that this Lease has
been negotiated at arm's length.  The provisions of this Lease shall be deemed
to have been drafted by all of the parties and this Lease shall not be
interpreted or constructed against any party solely by virtue of the fact that
such party or its counsel was responsible for its preparation.

THIS LEASE CONTAINS ALL AGREEMENTS OF THE PARTIES CONCERNING
THIS SUBJECT MATTER, SUPERSEDING ANY SUCH PRIOR AGREEMENTS, REPRESENTATIONS OR
WARRANTIES, AND MAY BE AMENDED OR MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED BY
BOTH PARTIES.

In Witness Whereof, the parties hereto have executed
this Lease as of the date first above written.

	
Landlord's Address:

c/o RNM Properties

135 Main Street, Suite 1140

San Francisco, CA 94105

Attention: Roy Bukstein

Landlord and the person executing this Lease on Landlord's
behalf represent and warrant that they are duly authorized and empowered so to
execute and deliver this Lease.

Tenant's Address:

950 Kifer Road

Sunnyvale, CA  94086

Attention: Benjamin Gong

Tenant and the person executing this Lease on Tenant's
behalf represent and warrant that they are duly authorized and empowered so to
execute and deliver this Lease.
	
Landlord:

RNM Technology Drive, L.P., a California Limited
Partnership
By:RNM Technology, Inc., a California corporation, its Managing
General Partner

By: /s/ ROY BUKSTEIN



Its: CFO

Date: 07/16/01



Tenant:

Intuitive Surgical, Inc.,

a Delaware corporation

By: /s/ BENJAMIN GONG
(signature)

Benjamin Gong






Its: Vice President, Treasurer and Corporate Controller



Date: 07/16/01








ADDENDUM

TO LEASE

This Addendum is made and entered into by and
between RNM Technology Drive, L.P., a California limited partnership, as
Landlord, and Intuitive Surgical, Inc., a Delaware corporation, as Tenant, and
is dated as of the date set forth on the first page of the Lease between
Landlord and Tenant to which this Addendum is attached (the
"Lease").  The promises, covenants, agreements and
declarations made and set forth herein are intended to and shall have the same
force and effect as if set forth at length in the body of the Lease.  To the
extent that the provisions of this Addendum are inconsistent with the terms and
conditions of the Lease, the terms of this Addendum shall control.


	Parking.  Tenant
shall be entitled to the non-exclusive use of up to three and one-half
unreserved and unassigned parking spaces per one thousand square feet of
Rentable Area within the Premises in accordance with Landlord's rules and
regulations as may be amended from time to time.  Tenant shall not park any
vehicle other than ordinary passenger vehicles in the Common Areas, except for
loading purposes.  Tenant shall be allowed reasonable storage in the form of
trailers in the parking area; provided such trailers are stored in a non-
conspicuous area in the back or sides of the Building, and for so long as there
are any other tenants in the Building, Tenant stores no more than four (4)
trailers in the Common Areas at any one time.  Tenant shall not at any time park
or permit the parking of Tenant's vehicles or trucks, or the vehicles or trucks
of Tenant, its employees, invitees, suppliers or others, in any portion of the
Common Area not designated by Landlord for such use by Tenant.  Tenant shall not
abandon any inoperative vehicles or equipment on any portion of the Common Area,
nor shall Tenant, its employees, invitees, suppliers or others park or store any
vehicle (permitted size or otherwise), other than the trailers described above,
on any portion of the Common Area, including designated parking areas,
unattended for any period longer than twenty-four (24) hours.  Vehicles parked
in violation of this Section shall be subject to towing at Tenant's
expense.


	Tenant's Extension
Option.



	Grant of Option.
Tenant shall have the right and option (the "Extension Option") to
extend the Term of this Lease for one additional period of five (5) years (the
"Extension Term"), commencing immediately upon expiration of the
initial Lease term (the "Adjustment Date"), upon and subject to the
terms, conditions and provisions below.


	Exercise of Extension
Option.  To exercise Tenant's Extension Option to extend the term of
this Lease for the Extension Term, Tenant must deliver written notice of
Tenant's irrevocable and unconditional exercise of the Extension Option to
Landlord not earlier than fifteen (15) months and not later than six (6) months
prior to the Adjustment Date.  If Landlord does not receive such notice from
Tenant by that time, then Tenant's Extension Option shall forever lapse
unexercised and be of no further force or effect whatsoever.


	Effect of Exercise of Extension
Option.  If Tenant timely exercises Tenant's Extension Option as
provided herein, the term of this Lease shall (by delivery of Tenant's notice of
exercise to Landlord and without further action by Landlord or Tenant) be
extended for the Extension Term, upon and subject to all of the terms,
conditions and provisions set forth in this Lease, except as provided below, and
except that: the Base Rent for the Extension Term shall equal to the Market Rate
(determined as provided below); Tenant shall have no further option to extend or
renew; the provisions of Exhibit C shall not apply to any Extension Term, and
Landlord's right to terminate the Lease upon Tenant's request for consent to a
Transfer shall apply with respect to any Transfer other than an Excluded
Transfer.  Notwithstanding anything in this Lease to the contrary, Base Rent
during any Extension Term shall in no event be less than the sum of Base Rent
and Additional Rent payable in the month prior to the Adjustment Date.


	Definition of Market
Rate.  As used in this Lease, the "Market Rate" shall be
the net effective fair market rental rate (taking into account free rent, if
any) as of the Adjustment Date, for comparable lease transactions in the
Sunnyvale area, all based on the best information available at the time of
determination of the Market Rate.  The Market Rate shall be based on prevailing
rentals then being charged to new tenants for space of equivalent quality, size
and location (or adjusting the rental rate as appropriate for differences
therein), taking into such account the size, nature and stature of the tenant,
the length of the Extension Option period during which such rate will apply, and
differences in terms and provisions of the applicable leases, such as pass-
throughs of operating expenses and taxes.  The Market Rate shall not be reduced
on account of any differences in leasing commissions or tenant improvements or
improvement allowances.


	Determination of Market
Rate.



	Agreement on Market Rate.  As provided in Paragraph 27.2,
if Tenant timely exercises Tenant's Extension Option, then, during the thirty
(30) day period following Landlord's receipt of Tenant's notice of exercise of
Tenant's Extension Option, then Landlord and Tenant shall endeavor in good faith
to agree upon the Market Rate.


	Appointment of Appraisers.  If Landlord and Tenant are
unable to agree upon the Market Rate prior to the expiration of the thirty (30)
day period referred to in Paragraph 27.5.1, then Landlord and Tenant shall
each appoint, by written notice delivered to the other prior to (5) days after
the expiration of such thirty (30) day period, a real estate broker (each an
"Appraiser") who has significant current experience appraising rental
rates for commercial real property in the Sunnyvale area to participate in the
determination of the Market Rate.  If either Landlord or Tenant fails timely to
appoint a qualified Appraiser as proved above, and such failure continues for
fifteen (15) days after the party which has appointed an Appraiser gives notice
to the other party of such appointment and makes demand for the appointment of a
qualified Appraiser by the other party, then the determination of Market Rate to
be made hereunder shall be made solely by such sole Appraiser as may have
theretofore been appointed, and such determination of the Market Rate by such
sole Appraiser shall be binding upon both Landlord and Tenant.  Otherwise the
two Appraisers appointed by Landlord and Tenant shall appoint, within twenty
(20) days after they have been appointed, a third Appraiser who is similarly
qualified.  If the two Appraisers appointed by Landlord and Tenant cannot agree
on the appointment of a third Appraiser within the time period provided, either
Landlord or Tenant may seek the appointment of the same by the presiding judge
for the Superior Court in the City and County of Santa Clara County.  The
Appraisers shall work together and share information in their efforts to
determine and agree upon the Market Rate.  The Market Rate shall be determined
as provided below.


	Determination of Market Rate by Appraisers.  Landlord and
Tenant shall each state in writing what it contends to be the Market Rate,
including whatever support for such contention it wishes to have considered by
the Appraisers.  The third Appraiser shall arrange for simultaneous exchange of
such written contentions and for presentation of such additional evidence,
rebuttals, or other matters as the parties may wish to present and the
Appraisers may elect to hear or otherwise receive.  The role of the Appraisers
shall be to select from the two contended Market Rates submitted by the parties
the one which is closest to the actual Market Rate as determined by the
Appraisers.  The Appraisers shall have no power to adopt a compromise or
"middle ground" between the contended Market Rates submitted by the
parties or to adopt any Market Rate other than the contended Market Rate
submitted by the party which is closest to the Appraisers' determinations as to
actual Market Rate.  If the Appraisers do not agree upon the actual Market Rate,
then each Appraiser shall determine which of the two contended Market Rates
submitted by the parties is closest to the actual Market Rate determined by such
Appraiser and the contended Market Rate so selected by at least two of the
Appraisers shall be the Market Rate.  The Market Rate as so determined by the
Appraisers as provided herein shall be binding upon both Landlord and Tenant as
the Market Rate.


	Payments Pending Determination; Costs.  Landlord and
Tenant will use all reasonable diligence to cause the Appraisers to perform in
good faith and in a timely manner in order to make the determination for the
Market Rate on or before the Adjustment Date.  If the Appraisers do not make
such determination prior to the Adjustment Date, the Lease shall nevertheless
continue in full force and effect until such determination is made, and,
commencing as of the date of a demand by Landlord for such payment.  Tenant
shall pay Base Rent during such period based on the amount asserted by Landlord
to be the Market Rate.  Upon the determination by the Appraisers of the Market
Rate, the excess of the amount paid to Landlord by Tenant as provided above over
the Base Rent as so determined hereunder applicable to the period from the
Adjustment Date to the date on which the Market Rate was so determined shall be
credited by Landlord against the Base Rent next due from Tenant hereunder.  The
payment by Tenant of Base Rent based on the Market Rate as so determined shall
commence on the first day of the month following the date of such determination,
and, in addition to such monthly installment of Base Rent, Tenant shall pay to
Landlord the deficiency, if any, in the amount earlier paid by Tenant as Base
Rent based on Landlord's asserted Market Rate in relation to the amount
ultimately determined hereunder as the Market Rate.  Landlord and Tenant shall
each advance one half of any fees and expenses of the Appraisers required to be
paid prior to the Appraisers' decision, but the party submitting the position
adopted as the Market Rate in accordance with the procedure set forth above
shall be entitled to reimbursement from the other party of all such fees and
expenses advanced by the prevailing party and the non-prevailing party shall pay
(or reimburse the prevailing party for) all such fees and expenses on demand;
the attorneys' fees and expenses of counsel for the respective parties shall be
paid and borne by the party engaging such counsel.


	Limitations on Extension
Option.  Time is of the essence as to the exercise of Tenant's
Extension Option.  If Landlord does not timely receive delivery of Tenant's
notice of exercise of Tenant's Extension Option, the option shall expire, lapse
unexercised and be of no further force or effect whatsoever, and Tenant shall
have no further option to extend.  Tenant's Extension Option is conditioned upon
there being then no default (beyond any applicable cure period) by Tenant at the
time Tenant delivers a notice of exercise of Tenant's Extension Option.  Any
election to exercise any extension option shall be null and void at the option
of Landlord (A) if Tenant is in default (beyond any applicable cure period)
hereunder at the time of such notice or at the Adjustment Date, or (B) if
the named Tenant hereunder (or a transferee pursuant to an Excluded Transfer)
has not, at both the time of exercise of the option to extend and the Adjustment
Date, assigned its interest in the Lease or subleased the Premises (it being the
intent of the parties to this Lease that such extension option is personal to
the original Tenant hereunder, and shall not be assignable to or exercisable by
or for the benefit of any assignee or other transferee of the original Tenant
hereunder).  Transfer of all or any portion of Tenant's rights under this
Paragraph 26 separate from the Lease is absolutely
prohibited.


	Hazardous
Material.



	Use Restrictions.
Tenant shall not use, generate, manufacture, produce, store, release, discharge
or dispose of, on, under or about the Premises, or transport to or from the
Premises, any Hazardous Materials or allow its employees, Agents, contractors,
invitees or any other person or entity to do so except in full compliance with
all Federal, state and local laws, regulations and ordinances and this
Agreement.  The term "Hazardous Materials" shall include without
limitation:  (1) Those substances included within the definitions of
"hazardous substances", "hazardous materials", "toxic
substances" or "solid waste" under CERCLA, RCRA and the Hazardous
Materials Transportation Act, 49 U.S.C. Sections 1801, et seq. and in the
regulations promulgated pursuant to said Laws; (2) Those substances defined as
"hazardous wastes" in Section 25117 of the California Health
& Safety Code, or as "hazardous substances" in Section 25316
of the California Health & Safety Code, and in the regulations promulgated
pursuant to said Laws; (3) Those substances listed in the United States
Department of Transportation Table (49 CFR 172.101 and amendments thereto) or
designated by the Environmental Protection Agency (or any successor agency) as
hazardous substances; (4) Such other substances, materials and wastes which are
or become regulated under applicable local, state or federal Law or the United
States government, or which are or become classified as hazardous or toxic under
federal, state or local Laws or regulations; and (5) Any material, waste or
substance which is (i) petroleum, (ii) asbestos,
(iii) polychlorinated biphenyls, (iv) designated as a "hazardous
substance" pursuant to Section 311 of the Clean Water Act of 1977, 33
U.S.C. Sections 1251, et seq. (33 U.S.C. Section 1321) or listed pursuant
to Section 307 of the Clean Water Act of 1977 (33 U.S.C.
Section 1317), (v) flammable explosives, or (vi) radioactive
materials.


	Tenant's Indemnity.
Tenant shall be liable to Landlord for and indemnify and hold Landlord harmless
against all damages (including investigation and remedial costs), liabilities,
losses (including diminution of value of the Premises), fines, penalties, fees,
and claims arising out of Tenant's and Tenant's agents' activities associated
with Hazardous Materials, including all costs and expenses incurred by Landlord
in remediating, cleaning up, investigating or responding to any governmental or
third party claims, demands, orders or enforcement actions.  Tenant shall be
responsible for remediation of any release by Tenant and/or Tenant's agents' of
any  Hazardous Materials on or adjacent to the Premises, the Building or the
Project, and Tenant shall promptly commence investigation and remedial
activities to deal with such release in accordance with all Laws.  If
appropriate or required by law, these activities shall be conducted in
conjunction with Federal, state and local oversight and approvals.  If any
action of any kind is required or requested to be taken by any governmental
authority to clean-up, remove remediate or monitor any Hazardous Materials (the
presence of which is the result of the acts or omissions of Tenant or its
Agents) and such action is not completed prior to the expiration or earlier
termination of the Lease, the Lease shall be extended until such time as such
required action is completed, and Landlord shall be entitled to all damages
directly or indirectly incurred in connection with such extension, including,
without limitation, damages occasioned by the inability to re-let the Premises
or a reduction of the fair market and/or rental value of the Premises.


	Assignment and
Subletting.  It shall not be unreasonable for Landlord to withhold
its consent to any proposed assignment or subletting if (i) the proposed
assignee's or subtenant's anticipated use of the Premises involves the storage,
generation, discharge, transport, use or disposal of any Hazardous Material in a
greater intensity and scope than Tenant's then-existing use, or (ii) the
proposed assignee or subtenant has been required by any prior landlord, Lender
or governmental authority to "clean-up" or remediate any Hazardous
Material and has failed to do so, or (iii) the proposed assignee or
subtenant is subject to a criminal investigation or enforcement order or
proceeding by any government authority in connection with the use, generation,
discharge, transport, disposal or storage of any Hazardous Material.


	List of Hazardous
Materials.  Upon request of Landlord, Tenant shall provide Landlord
with a list of Hazardous Materials (and the quantities thereof) which Tenant
uses or stores (or intends to use or store) on the Premises, which list shall be
attached to this Lease as Exhibit G.




	Prior to Tenant using, handling, transporting or storing
any Hazardous Material at or about the Premises, Tenant shall submit to Landlord
a Hazardous Materials Management Plan ("HMMP") for Landlord's review
and approval, which approval shall not be unreasonably withheld.  The HMMP shall
describe:  (aa) the quantities of each material to be used, (bb) the purpose for
which each material is to be used, (cc) the method of storage of each material,
(dd) the method of transporting each material to and from the Premises and
within the Premises (ee) the methods Tenant will employ to monitor the use of
the material and to detect any leaks or potential hazards, and (ff) any other
information any department of any governmental entity (city, state or federal)
requires prior to the issuance of any required permit for the Premises or during
Tenant's occupancy of the Premises.  Landlord may, but shall have no obligation
to review and approve the foregoing information and HMMP, and such review and
approval or failure to review and approve shall not act as an estoppel or
otherwise waive Landlord's rights under this Lease or relieve Tenant of its
obligations under this Lease.  If Landlord determines in good faith by
inspection of the Premises or review of the HMMP that the methods in use or
described by Tenant are not adequate in Landlord's good faith judgment to
prevent or eliminate the existence of environmental hazards, then Tenant shall
not use, handle, transport, or store such Hazardous Materials at or about the
Premises unless and until such methods are approved by Landlord in good faith
and added to an approved HMMP.  Once approved by Landlord, Tenant shall strictly
comply with the HMMP and shall not change its use, operations or procedures with
respect to Hazardous Materials without submitting an amended HMMP for Landlord's
review and approval as provided above.


	Tenant shall pay to Landlord the amount of all actual
out-of-pocket costs incurred by Landlord for consultants' fees in connection
with Landlord's review of the HMMP.  Landlord shall have no obligation to
consider a request for consent to a proposed HMMP unless and until Tenant has
agreed to pay all such costs and expenses to Landlord irrespective of whether
Landlord consent to such proposed HMMP..  Tenant shall immediately notify
Landlord or any inquiry, test, investigation, enforcement proceeding by or
against Tenant or the Premises concerning any Hazardous Material.  Any
remediation plan prepared by or on behalf of Tenant must be submitted to
Landlord prior to conducing any work pursuant to such plan and prior to
submittal to any applicable government authority and shall be subject to
Landlord's consent.  Tenant acknowledges that Landlord, as the owner of the
Property, at its election, shall have the sole right to negotiate, defend,
approve and appeal any action taken or order issued with regard to any Hazardous
Material by any applicable governmental authority.  Landlord shall have the
right to appoint a consultant to conduct an investigation to determine whether
any Hazardous Material is being used, generated, discharged, transported to or
from, stored or disposed of in, on, over, through, or about the Premises, in an
appropriate and lawful manner and in compliance with the requirements of this
Lease.  Tenant, at its expense, shall comply with all reasonable recommendations
of the consultant required to conform Tenant's use, storage or disposal of
Hazardous Materials to the requirements of applicable Law or to fulfill the
obligations of Tenant hereunder.


	Landlord's Indemnity.
Landlord shall be liable to Tenant for and indemnify and hold Tenant harmless
against all damages (including investigation and remedial costs), liabilities
and claims arising out of Landlord's and Landlord's agents' activities
associated with Hazardous Materials, and arising out of any Hazardous Materials
existing on or under the Building as of the Commencement Date, including all
costs and expenses incurred by Tenant in remediating, cleaning up, investigating
or responding to any governmental or third party claims, demands, orders or
enforcement actions.


	Provisions Survive
Termination.  Upon the expiration or earlier termination of the
Lease, Tenant, at its sole cost, shall remove all Hazardous Materials from the
Premises that Tenant or its Agents introduced to the Premises.  The provisions
of this Section 28 shall survive the expiration or termination of this
Lease.


	Common
Areas.





	Landlord hereby grants to Tenant, for the benefit of
Tenant and its employees, suppliers, shippers, customers and invitees, during
the term of this Lease, the non-exclusive right to use, in common with others
entitled to such use, the Common Areas as they exist from time to time, subject
to any rights, powers, and privileges reserved by Landlord under the terms
hereof or under the terms of any rules and regulations or restrictions governing
the use of the Project.  Except as otherwise provided herein, under no
circumstances shall the right herein granted to use the Common Area be deemed to
include the right to store any property, temporarily or permanently, in the
Common Area or to construct or install any improvements in the Common Area.  Any
such storage shall be permitted only by the prior written consent of Landlord or
Landlord's designated agent, which consent may be revoked at any time.  In the
event that any unauthorized storage shall occur, the Landlord shall have the
right, without notice, in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Tenant, which cost shall be
immediately payable by Tenant to Landlord upon demand by Landlord.


	Landlord or such other person(s) as Landlord may appoint,
shall have the exclusive control and management of the Common Areas and shall
have the right, from time to time, to establish, modify, amend and enforce
reasonable rules and regulations with respect thereto.  Tenant agrees to abide
by and conform to all such rules and regulations, as well as any private
conditions, covenants, and restrictions of public record now or hereafter
affecting the Premises and any amendment thereof, and to cause its employees,
suppliers, shippers, customers and invitees to abide and conform.  Landlord
shall not be responsible to Tenant for the non-compliance with said rules and
regulations by other tenants or authorized users of the Project.  Any failure by
Tenant or its agents, employees or representatives to observe and comply with
the rules and regulations established by Landlord with respect to the Common
Areas shall be a default by Tenant hereunder.


	Landlord shall have the right in Landlord's sole
discretion, from time to time:  (i) to make changes to the Common Areas,
including, without limitation, changes in the location, size, shape and number
of driveways entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas and walkways;
(ii) to close temporarily any of the Common Areas for maintenance purposes,
so long as reasonable access to the Premises remains available; (iii) to
designate other land outside the boundaries of the Project to be a part of the
Common Areas; (iv) to add additional buildings and improvements to the
Common Areas; (v) to use the Common Areas while engaged in making
additional improvements, repairs or alterations to the Project, or any portion
thereof; (vi) to close, at reasonable times, all or any portion of the parking
areas for any reasonable purpose, including without limitation, the prevention
of a dedication thereof, or the accrual of the rights of any person or public
therein; and, (vii) to do and perform such other acts and make such other
changes in, to or with respect to the Common Areas and the Project as Landlord
may, in the exercise of sound business judgment, deem to be appropriate.
Notwithstanding the foregoing, Landlord shall not be entitled to take any action
pursuant to this Paragraph, if such action will materially interfere with
Tenant's use and enjoyment of the Premises pursuant hereto.














Exhibit A

LEASE DEFINITIONS



Building means the building in which the
Premises are located, identified as 950 Kifer Road, Sunnyvale, California.   The
total Rentable Area of the Building is 105,285 square feet.

Business days means Monday through Friday,
except holidays; "holidays" means those holidays specified by the laws
of the United States or State of California, and all holidays to which
maintenance employees of the Building are entitled from time to time under their
union contract or other agreement.

CC&Rs means all restrictions of public
record affecting the Building, Project or Tenant's use of the Premises.

Common Areas means all areas within the
Building and the Project which are not designated for the exclusive use of
Tenant, Landlord or any other tenant, including but not limited to parking
areas, loading and unloading areas and docks, platforms, trash areas, roadways,
sidewalks, landscaping, ramps, driveways, recreations areas, greenbelts, common
entrances, restrooms and accessways, and the common pipes, conduits, wires and
appurtenant equipment serving the Premises, and similar areas and facilities
appurtenant to the Building and the Project.

Guarantor means any guarantor of any of
Tenant's obligations under this Lease.

Law or Laws means governmental laws, rules,
regulations, orders, decrees, ordinances and directives as are applicable to the
conduct or condition referenced in this Lease.

Lease Years means successive periods of twelve
(12) full calendar months, beginning on the Commencement Date.  If the
Commencement Date is not the first day of a month, then the first Lease Year
also includes the partial month in which the Commencement Date occurs.

Mortgage means any mortgage or Deed of Trust,
blanket or otherwise, covering any part of the Building.

Mortgagee means the holder of a Mortgage.

Operating Expenses means any and all costs,
expenses and disbursements of every kind and character which Landlord incurs,
pays or becomes obligated to pay at any time during the Term in connection with
its ownership interest in the Building, Common Areas and Project and associated
land and parking, or the operation, maintenance, management, repair,
replacement, and security thereof; plus, with respect to such costs, expenses,
and disbursements for the Project which do not exclusively pertain to a single
building, the portion which Landlord reasonably allocates to the Building.
Operating Expenses shall be reasonably consistent with those expended by prudent
landlords of comparable buildings in Sunnyvale, California.  Operating Expenses
shall include, without limitation, Real Property Taxes, any and all assessments
Landlord must pay pursuant to any covenants, conditions or restrictions,
reciprocal easement agreements, tenancy-in-common agreements or similar
restrictions and agreements affecting the Building or the Project; rent taxes,
gross receipt taxes (whether assessed against Landlord or assessed against
Tenant and paid by Landlord, or both); water and sewer charges; accounting,
legal and other consulting fees; the net cost and expense of insurance,
including loss of rents coverage, for which Landlord is responsible hereunder or
which Landlord or any Mortgagee reasonably deems necessary or desirable;
utilities not paid directly by Tenant; security; labor; utilities surcharges, or
any other costs levied, assessed or imposed by, or at the direction of, or
resulting from statutes or regulations or interpretations thereof, promulgated
by any federal, state, regional, municipal or local government authority in
connection with the use or occupancy of the Building, the Project or the Common
Areas; the cost of any equipment used in connection in operations and of any
capital improvements; air conditioning; waste disposal; heating, ventilating;
elevator maintenance and supplies; materials; equipment; tools; repair and
maintenance of the Building, including the structural portion of the Building,
and the plumbing, heating, ventilating, air conditioning, electrical and
building management systems installed or furnished by Landlord; maintenance
costs, including utilities and payroll expenses, rental of personal property
used in maintenance, gardening and landscaping, repaving and all other upkeep of
all Common Areas; maintenance of signs (other than Tenant's signs); personal
property taxes levied on or attributable to personal property used in connection
with the entire Building or Project, including the Common Areas; reasonable
audit or verification fees; costs and expenses of repairs, resurfacing,
repairing, maintenance, painting, lighting, cleaning, refuse removal, security
and similar items, including appropriate reserves; and costs reasonably incurred
to reduce or contest Real Property Taxes and other Operating Expenses.
Operating Expenses shall also include costs incurred in the management of
Building, including supplies, wages and salaries of employees used in the
management, operation, repair and maintenance of the Building, and payroll taxes
and similar governmental charges with respect thereto, management office rental,
and a management fee, not to exceed two percent (2%) of the Rent and Additional
Rent hereunder excluding therefrom the management fee.  Variable Operating
Expenses paid or incurred by Landlord during any calendar year of the Lease term
during which the occupancy rate in the Project is less than ninety-five percent
(95%) shall be adjusted upward to reflect (i) a ninety-five percent (95%)
occupancy rate for the Project, and (ii) assuming a tax appraisal of the
Project as though it were completed and fully-occupied.  As to the costs of
capital improvements, replacements, repairs, equipment and other capital costs,
all such costs shall be included in Operating Expenses but shall be amortized
over the reasonable useful life of such improvement, replacement, repair or
equipment in accordance with generally accepted accounting principles together
with interest at the Prime Rate on the unamortized balance. Any expenditure
incurred by Landlord and not covered by insurance as a result of an insurance
deductible shall be included in Operating Expenses, subject to the exclusion and
amortization provisions herein applicable to the item for which such expenditure
was applied.

Exclusions from Operating Expenses:
Notwithstanding the above, Operating Expenses shall not include the
following:

(i)Interest, principal and other lender costs and
closing costs on any mortgage or mortgages, ground lease payments, or other debt
instrument encumbering the Building or Project;

(ii)Any bad debt loss, rent loss, or reserves for
bad debt or rent loss;

(iii)Interest or penalties resulting from late
payment of any Operating Expense by Landlord due to Landlord's negligence or
willful misconduct (unless Landlord in good faith disputes a charge and
subsequently loses or settles that dispute);

(iv)Costs associated with operation of the
business of the ownership of the Building or Project or entity that constitutes
Landlord or Landlord's property manager, as distinguished from the cost of
Building operations, including Landlord's income taxes, excess profit taxes,
franchise taxes or similar taxes on Landlord's business; preparation of income
tax returns; corporation, partnership or other business form organizational
expenses; franchise taxes; filing fees; or other such expenses; the costs of
partnership or corporate accounting and legal matters; defending or prosecuting
any lawsuit with any mortgagee, lender, ground lessor, broker, tenant, occupant,
or prospective tenant or occupant; selling or syndicating any of Landlord's
interest in the Building or Project; and disputes between Landlord and
Landlord's property manager;

(v)Landlord's general corporate or partnership
overhead and general administrative expenses, including the salaries of
management personnel who are not directly related to the Building or Project and
primarily engaged in the operation, maintenance, and repair of the Building or
Project, except to the extent that those costs and expenses are included in the
management fees;

(vi)Advertising, promotional expenditures and
leasing expenses primarily directed toward leasing tenant space in the
Project;

(vii)Leasing commissions, space-planning costs,
attorney fees and costs, disbursements, and other expenses incurred in
connection with leasing, other negotiations, or disputes with tenants,
occupants, prospective tenants, or other prospective occupants of the Project,
or associated with the enforcement of any leases;

(viii)Charitable or political contributions;

(ix)Costs for which Landlord is entitled to be
reimbursed;

(x)Damage or loss results from any casualty which
Landlord has covenanted to insure against, except to the extent of deductibles
which shall be included in Operating Expenses;




	Any costs or expenses that are incurred directly or
indirectly with respect to Landlord's indemnity obligations under this
Lease;


	Fees paid to any affiliate or party related to Landlord
to the extent such fees exceed the charges for comparable services rendered by
unaffiliated third parties of comparable skill, stature and reputation in the
same market;


	the cost of redecorating or special cleaning or similar
services to individual tenant spaces, not provided on a regular basis to other
tenants of the Building; 


	any charge for depreciation or interest paid or incurred
by Landlord;


	any costs incurred in cleaning up any environment hazard
or condition in violation of any environmental law (except to the extent caused
by Tenant); and any cost to remedy any breach of a representation or warranty or
covenant concerning the condition of the Premises as of the Commencement
Date;


	any items to the extent such items are required to be
reimbursed to Landlord by Tenant (other than through Tenant's additional rent),
or by other tenants or occupants of the Building or by third parties; 


	brokerage commissions, origination fees, points, mortgage
recording taxes, title charges and other costs or fees incurred in connection
with any financing or refinancing or transfer of the Building; 


	cost of repairs or replacements occasioned by fire,
windstorm or other casualty, the costs of which are covered by insurance or
reimbursed by governmental authorities in eminent domain, but not excluding from
Operating Expenses any deductibles; and


	penalties, fines, legal expenses, or late payment
interest incurred by Landlord due to violation by Landlord, or Landlord's
agents, contractors or employees, of either the payment terms and conditions of
any lease or service contract covering space in the Building or Landlord's
obligations as owner of the Building (such as late payment penalties and
interest on real estate taxes, late payment of utility bills).

Premises means the approximate area shown on
Exhibit B.  Landlord hereby reserves for its sole and exclusive use, the roof;
facilities serving parts of the Building or Project other than the Premises; and
any other area not shown on Exhibit B as being part of the Premises.

Prime Rate means the rate of interest
designated as the rate of interest charged to its most credit-worthy customers
as in effect from time to time by Wells Fargo Bank N.A.

Project means the Building, the Common Areas,
and any other buildings or facilities owned by Landlord and operated together
with the Building.

Real Property Taxes means any form of general
or special assessment, license fee, license tax, business license fee, any form
of real estate tax or assessment, general, special, ordinary or extraordinary,
and any license fee, commercial rental tax, improvement bond, levy or tax (other
than inheritance, personal income or estate taxes) imposed on the Building, the
Project or any portion thereof by any authority having the direct or indirect
power to tax, including any city, county, state or federal government, or any
school, sanitary, fire, street, drainage or other improvement district, or any
other governmental entity or public corporation, as against (a) any legal
or equitable interest of Landlord in the Building, the Project or any portion
thereof, (b) Landlord's right to rent or other income therefrom,
(c) the square footage thereof, (d) the act of entering into any
lease, (e) the occupancy of tenant or tenants generally, or
(f) Landlord's business of leasing the Building, the Project or any portion
thereof.  The term "real property taxes" shall also include any tax,
fee, levy, assessment or charge including, without limitation, any so-called
value added tax, (i) which is in the nature of, in substitution for or in
addition to any tax, fee, levy, assessment or charge hereinbefore included
within the definition of "real property taxes," (ii) which is
imposed for a service or right not charged for prior to June 1, 1978, or if
previously charged for, which has been increased since June 1, 1978,
(iii) which is imposed or added to any tax or charge hereinbefore included
within the definition of real property taxes as a result of a "change in
ownership" of the Building, the Project or any portion thereof, as defined
by applicable statutes and regulations, for property tax purposes, or
(iv) which is imposed by reason of this transaction, any modification or
change hereto or any transfer hereof.

Tenant's Share means the percentage of the cost
of Operating Expenses for which Tenant is obligated to reimburse Landlord
pursuant to this Lease.  Landlord shall determine Tenant's Share of the cost of
Operating Expenses using the following methods: (a) by multiplying the cost
of all Operating Expenses by a fraction, the numerator of which is the number of
square feet of Rentable Area in the Premises and the denominator of which is the
number of square feet of Rentable Area in all buildings in the Project; or
(b) (i) with respect to an Operating Expense attributable solely to
the Building, requiring Tenant to pay that portion of the cost of the Operating
Expense that is obtained by multiplying such cost by a fraction, the numerator
of which is the number of square feet of Rentable Area in the Premises and the
denominator of which is the number of square feet of Rentable Area in the entire
Building, (ii) with respect to an Operating Expense attributable to the
Common Areas of the Project, but not any particular building in the Project,
requiring Tenant to pay that portion of the cost of the Operating Expense that
is obtained by multiplying such cost by a fraction, the numerator of which is
the number of square feet of Rentable Area in the Premises and the denominator
of which is the number of square feet of Rentable Area in all buildings in the
Project.

Year or year means a calendar
year.















EXHIBIT B



 

PICTURES OF PREMISES

















EXHIBIT C

TENANT IMPROVEMENT CONSTRUCTION AGREEMENT

In consideration of the mutual covenants contained
in the Lease attached to and entered to concurrently with this
"Construction Agreement", and the mutual covenants contained in this
Construction Agreement, Landlord and Tenant agree as follows:



	DEFINITIONS.

"Approved Plans" shall be the working drawings and
specifications prepared by Space Planner and approved pursuant to Section 2
below.

"Cost of Improvements" shall mean the total of all
hard and soft costs associated with or caused by the construction of the Tenant
Improvements in accordance with the Approved Plans, including, but not limited
to:








	All architectural and engineering fees and
expenses;


	The cost of all drawings and plans;


	All contractor and construction manager costs and
fees;


	All governmental fees and taxes (including plan check,
license and permit fees);


	Costs of performing any alterations to other portions of
the Building that are required as a result of Tenant's construction of the
Tenant Improvements, including both structural alterations or system
modifications that are necessary to accommodate the Tenant Improvements;



	Costs of utilities, trash removal, excess janitorial and
other services used or consumed during construction; and 


	Ordinary and reasonable out-of-pocket costs incurred by
Landlord for third-party consultants hired by Landlord to inspect and monitor
the construction of the Tenant Improvements.

"Space Planner" shall mean WHL Architects or such
other California licensed architect selected by Tenant  and approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed.  

"Tenant Improvements" shall mean the improvements
to be constructed by Tenant in the Premises pursuant to the Approved Plans.

"Tenant Allowance."  $200.000.

Other terms are defined in this Construction Agreement.  In
addition, terms defined in the Lease have the same meanings where used herein,
unless the context otherwise requires.


	SCHEDULE.  Tenant shall engage the Space Planner to
prepare the preliminary space plan, the final space plan and the Approved Plans.
Tenant shall submit the preliminary space plan, the final space plan, and
construction drawings to Landlord for its review.  Landlord shall approve said
plans or give its reasons for not approving within five (5) Business days of the
date such plans are submitted to Landlord.  Landlord shall not unreasonably
withhold or delay its approval of the preliminary space plan, the final space
plan and construction drawings.  Upon approval, final construction drawings
shall be deemed the Approved Plans.  Landlord and Tenant shall, within five (5)
Business days after receipt of written request from the other party, confer and
negotiate in good faith to resolve any dispute over any grounds for disapproval
specified by Landlord with respect to any such plans, including any changes for
Additional Tenant Work (as defined below).  


	TENANT CHANGE ORDERS.  If Tenant desires any change in
the Approved Plans or any work in addition to the Tenant Improvements in
accordance with the Approved Plans to be performed in the Premises other than
minor field adjustments ("Additional Tenant Work"), Tenant, at
Tenant's expense, shall cause plans and specifications for such work to be
prepared by Space Planner.  All plans and specifications for Additional Tenant
Work shall be subject to review and approval by Landlord (which shall not be
unreasonably withheld, and which will be deemed disapproved if Landlord has not
provided written notice of approval or disapproval (specifying the grounds for
disapproval) within five (5) Business days following receipt) to ensure, among
other things, that the work is compatible with all other construction and all
electrical and mechanical systems within the Building.  Landlord may charge
Tenant all reasonable out-of-pocket, third-party costs actually and reasonably
incurred by Landlord in connection with Landlord's review and processing of
Tenant's change request (including, without limitation, space planners,
architects, engineers), regardless of whether the requested change is ultimately
approved by Landlord. 


	TENANT IMPROVEMENTS CONSTRUCTION.



	Tenant shall construct the Tenant Improvements and shall
complete such construction as soon as practicable.  All Tenant Improvements to
be constructed or installed in the Premises shall be performed by a general
contractor ("Contractor") approved by Landlord (which approval shall
not be unreasonably withheld, conditioned or delayed) in accordance with the
Approved Plans (subject to such changes as may be required by any governmental
agency) and in compliance with all applicable laws and building codes.  Tenant
anticipates using Advance Construction Services, Inc, of Hayward, California, as
the Contractor.


	All work to be performed by Tenant and its contractors in
connection with the construction of the Tenant Improvements shall be performed
in a good and workmanlike manner, and shall be consistent with the quality of
the Building. Landlord reserves the right to require Tenant to include
Landlord's HVAC contractor as a bidding subcontractor for any HVAC work to be
included in the Tenant Improvements, and the parties agree to consult with each
other with respect to choosing an HVAC subcontractor.  All such work shall be
subject to Landlord's reasonable property management requirements and shall be
conducted in such a manner as not to interfere unreasonably with or delay any
other operations in the Building. Landlord shall afford Tenant's contractors
reasonable and timely access to the Premises.  Prior to commencing construction,
Tenant shall provide Landlord with certificates of insurance evidencing that
Tenant's contractor  is covered by liability insurance, with carriers and in
amounts reasonably acceptable to Landlord, and with Landlord, its partners and
its managing agent named as additional insureds.


	Landlord shall give Tenant and its contractors and
subcontractors access and entry to the Premises and sufficient opportunity and
time during each work day and reasonable use of facilities, without separate
charge therefor, to enable Tenant to construct the Tenant Improvements.  Any
such entry by Tenant or its contractors or subcontractors shall be subject to
all of the applicable terms and conditions of the Lease except the payment of
rental and other charges, which shall commence on the Rent Commencement
Date.


	Tenant shall reimburse Landlord for any and all expenses
incurred by Landlord by reason of faulty construction work by Tenant or damage
to any portion of the Building caused by Tenant's contractor; provided that
Landlord has delivered to Tenant written notice of such faulty work or damage
and Tenant has failed to cure the same within a reasonable period following such
notice.


	Landlord provide Tenant with copies of building plans and
specifications in Landlord's possession, but does not warrant the accuracy of
any plans or specifications.  It shall be Tenant's responsibility to verify
existing field conditions and measurements of the Premises.  Tenant's failure to
verify the existing conditions and measurements of the Premises shall not
relieve Tenant of any expenses or responsibilities resulting from such failure,
nor shall Landlord have any liability or obligations to Tenant arising from such
failure.


	Tenant shall, prior to commencement of Tenant
Improvements, obtain all required building and other permits at Tenant's expense
and post said permits at the Premises as required.


	All Tenant Improvements performed by Tenant during its
construction period, or otherwise during the Term, shall be performed so as not
to cause unreasonable interference with other tenants and the operation of the
Building, and Landlord shall have the right to impose reasonable requirements
with respect to timing and performance of the Tenant Improvements in order to
minimize such interference  Tenant shall take all precautionary steps to protect
its facilities and the facilities of others affected by the Tenant Improvements
and shall police same properly.


	Tenant and/or Tenant's Contractors shall take
commercially reasonable precautions to protect adjacent tenants, tenants on
common air distribution systems, and common areas from airborne dust, dirt and
contaminants, VOC's (volatile organic compounds such as paint thinner or varnish
vapor) including, if necessary, isolating or otherwise protecting Landlord's
central air distribution and return air systems and lobby and other common areas
(including return air plenum) from entry of these potential contaminants.
Tenant shall provide Landlord with not less than one business days notice of any
work which may involve VOC's and other potentially hazardous or noxious
materials.


	Tenant shall be responsible for paying the entire Cost of
Improvements.  Any improvements to or installations in the Premises desired by
Tenant and approved by Landlord that are outside the scope of the Approved Plans
and are therefore not part of the Tenant Improvements, including, without
limitation, personal property and interior design elements, shall be furnished
and installed by or on behalf of Tenant at Tenant's sole expense.  All work
performed by or on behalf of Tenant shall be subject to the provisions of
Article 10 of the Lease, and Landlord may record and post at the Premises any
and all notices of nonresponsibility reasonably deemed necessary by
Landlord.


	Landlord shall provide Tenant with the Tenant Allowance.
The Tenant Allowance shall be applied only to the hard costs of construction.
Landlord shall disburse the Tenant Allowance, in proportion to the completion of
the Tenant Improvements, within fifteen (15) days after satisfaction of the
following conditions:

(i)The Approved Plans shall have been completed and
approved.

(ii)Tenant shall have obtained and be in compliance with
all applicable permits relating to construction of the Tenant Improvements.

(iii)Tenant shall submit a request for payment to
Landlord, certified as correct by Tenant, setting forth such information and
accompanied by such supporting documentation as shall be reasonably requested by
Landlord, which may include a copy of the Contractor's Application for Payment
(AIA Form G-702) and accompanying documents, with the Schedule of Values and AIA
Form G-703, showing which Tenant Improvements have been completed and paid for
by Tenant, and unconditional lien waivers on forms specified by law from all
subcontractors with respect to work covered by Contractor's Application for
Payment. 


	Tenant acknowledges that the provisions of Paragraph 11
of the Lease shall apply to the construction of the Tenant Improvements by
Tenant.  


	Except as provided in the Lease, existing improvements in
the Premises, if any, may be used or incorporated in the Tenant Improvements on
a strictly AS-IS and with all faults basis and without warranty of any kind,
express or implied.  Tenant shall not commence work until the Approved Plans are
filed with the governmental agencies having jurisdiction thereof and all
required building permits have been obtained.


	Commencing on the date Tenant enters the Premises for
purposes of constructing the Tenant Improvements, Tenant shall reimburse
Landlord for electrical usage within the Premises based upon Landlord's good
faith, reasonable estimates of Tenant's usage.  At Tenant's request Landlord
shall provide to Tenant the basis of its estimate of such costs.


	GENERAL.



	Subject to any contrary provisions herein or in the
Lease, all drawings, CAD drawings, space plans, plans and specifications for any
improvements or installations in the Premises are expressly subject to
Landlord's prior written approval, which approval shall not be unreasonably
withheld.  Any approval by Landlord or Landlord's architects or engineers of any
drawings, plans or specifications prepared on behalf of Tenant shall not in any
way bind Landlord or constitute a representation or warranty by Landlord as to
the adequacy or sufficiency of such drawings, plans or specifications, or the
improvement to which they relate, but such approval shall merely evidence the
consent of Landlord to Tenant's drawings, plans or specifications.  Upon
completion of construction of the Tenant Improvements, Tenant shall deliver to
Landlord two (2) complete sets of as-built drawings and CAD drawings of the
Tenant Improvements, a copy of Tenant's HVAC balance report, a copy of all
manufacturers' manuals, warranties and specifications, and a copy of signed
permits.


	Any failure by Tenant to pay any amounts due hereunder
shall have the same effect under the Lease as a failure to pay rent.  Any such
failure, or failure by Landlord or Tenant to perform any of its other
obligations hereunder (within the applicable notice and cure periods under the
Lease or this Construction Agreement, whichever are longer, with respect to a
Default), shall constitute an event of default under Paragraph 18 of the
Lease.














Exhibit D

SAMPLE FORM OF

OPENING/CLOSING CERTIFICATE

Re:______________________

__________________,  CA



This is to certify that
_____________________________________________________

TENANT NAME

_________________ has opened/closed on
___________________________________.

    DATE



	
Billing Address:
	
RENTABLE AREA 

	
TENANT NAME 
	
INITIAL BASE RENT: $

	
ADDRESS 
	
TENANT'S SHARE percent (
%)

	
CITY, STATE, ZIP 
	
LEASE COMMENCEMENT DATE


	

	
LEASE EXPIRATION DATE 

	
ATTN: 
	
RENTAL PAYMENT COMMENCEMENT

DATE 

	 	
PREPAID RENT RECEIVED 

	
By: 

       AUTHORIZED AGENT FOR TENANT
	
INSURANCE CERTIFICATE

SUBMITTED (Y/N) 

	 	
SECURITY DEPOSIT RECEIVED 

	 	
PARKING SPACES 

	 	
 

By:  

         AUTHORIZED AGENT FOR LANDLORD

















Exhibit E

SAMPLE FORM OF

TENANT ESTOPPEL CERTIFICATE

____________________________________________
("Tenant") hereby certifies to ___________ as
follows:

1.Attached hereto is a true, correct and complete
copy of a lease dated _______________, 200_, between RNM Technology Drive, L.P.
("Landlord") and Tenant (the
"Lease"), which demised premises located at
___________________, _____________ California (the
"Property").  The Lease is now in full force and effect
and has been amended, modified, supplemented, extended, renewed or assigned by
and only by the following described agreements, copies of which are attached
hereto (if none, so indicate), all of which (together with the Lease) are hereby
ratified:

________________________________________________________________
________________________________________________________________________________
____________

2.The term of this Lease commenced on _________,
20__ and will expire on _______________, 20__.

3.Tenant has accepted and is now in possession of
said premises.

4.Tenant and Landlord acknowledge that the Lease
will be assigned to __________ and that no modification, adjustment, revision or
cancellation of the Lease or amendments thereto shall be effective unless
written consent of ____________________________________ is obtained, and that
until further notice, payments under the Lease may continue as heretofore.

5.The amount of fixed monthly rent is $__________.
Tenant is paying in full lease rental which has been paid in full as of the date
hereof.  No rent under the Lease has been paid for more than thirty (30) days in
advance of its due date.

6.The amount of security deposits (if any) is
$____________.  No other security deposits have been made.

7.All work required to be performed by Landlord or
Tenant under the Lease has been performed, except for the following (if none, so
indicate) ___________________________

______________________________________________________________________________


8.There are no defaults on the part of the
Landlord or Tenant under the Lease, except for the following (if none, so
indicate) _________________________________________

______________________________________________________________________________


9.Tenant has no defense as to its obligations
under the Lease and claims no setoff or counterclaim against Landlord, except
for the following (if none, so indicate) _______________

______________________________________________________________________________


10.Tenant has no right to any concession (rental
or otherwise) or similar compensation in connection with renting the space it
occupies except as provided in the Lease, except for the following (if none, so
indicate) _________________________________________

______________________________________________________________________________


The foregoing certification is made with the knowledge that
_______________________ is about to (fund a loan to) (purchase the Property
from) Landlord and that said party is relying upon the representations herein
made in (funding such loan) (making such purchase).

Dated: ___________, 20___.
Tenant:



By:

Its:





























Exhibit F

RULES AND REGULATIONS
1.The sidewalks, passages, exits, entrances of the
Building and the other Common Areas shall not be obstructed by Tenant or used by
it for any purpose other than for ingress to and egress from the Premises.
Landlord retains the right to control and prevent access to the Common Areas of
all persons whose presence in the judgement of the Landlord would be prejudicial
to the safety of the Project and its tenants, or who it believes are engaged in
illegal activities.

2.Except for signage authorized in the Lease, no
sign, placard, picture, name, advertisement or notice visible from the exterior
of the Building or Premises shall be inscribed, painted, affixed or otherwise
displayed by Tenant on any part of the Building or in any area outside the
Premises and any such sign, placard, picture, name, advertisement or notice may
be removed by Landlord without notice to and at the expense of Tenant.

3.With the exception of typical catering and food
warming activities, no cooking shall be done or permitted by Tenant on the
Premises, except that use by Tenant of Underwriters' Laboratory-approved
portable equipment for brewing coffee, tea, hot chocolate and similar beverages
shall be permitted, as shall the use of similarly-approved microwave ovens for
personal use by Tenant's employees, provided that such use is in
accordance with all applicable federal, state, and local laws, codes,
ordinances, rules and regulations.  Tenant's employees may prepare food items
solely for their own personal consumption and for guests, and shall not prepare
or sell, or permit to be prepared or sold, any consumable items whatsoever in
the Premises or in the Building.  In the event pest control is required within
the Premises as a result of food preparation or other activities by Tenant,
Tenant shall contract and pay for such services.

4.Landlord will initially furnish to Tenant, free
of charge, two keys per lockset to the Premises, and Landlord may make a
reasonable charge for additional keys.  No additional locking devices shall be
installed in the Premises by Tenant, nor shall any locking device be changed or
altered in any respect without the prior written consent of Landlord.  Landlord
may make reasonable charge for any additional lock or any bolt (including labor)
installed on any door of the Premises.  All locks installed in the Premises
shall be identified in writing to Landlord.  The installation of such vaults,
safes or other secured areas by Tenant will be subject to Landlord's prior
written approval, which shall not be unreasonably withheld.  Tenant, upon the
termination of its tenancy, shall deliver to Landlord all keys to doors in the
Premises and all access cards and I.D. cards, if any, to the Building. 

5.Tenant shall not bring or permit to be brought
into the Building any firearm.  

6.Tenant shall use reasonable procedures to see
that the doors of the Premises are closed and locked and that all water faucets,
water apparatus, light switches, cooking facilities and office equipment
(excluding office equipment required to be operative at all times) are shut off
before Tenant or Tenant's employees leave the Premises, so as to prevent waste
or damage.  Tenant shall at all times comply with any rules or orders of the
fire department or any other government agency with respect to ingress and
egress.

7.The toilets, urinals, wash bowls and other
restroom facilities shall not be used for any purpose other than that for which
they are constructed, no foreign substance of any kind whatsoever shall be
placed therein, and the expense of repairing any breakage, stoppage or damage
resulting from the violation of this rule shall be borne by the tenant whose
employees or invitees shall have caused it.

8.Tenant shall not install any radio or television
antenna, loudspeaker, or other device on or about the Common Areas or the roof
or exterior walls of the Building without Landlord's prior, written consent.  No
television, radio or other audio or visual apparatus shall be used in the
Premises in such a manner as to cause a nuisance to any other Project tenant or
to interfere with any frequencies used in connection with Building
operations.

9. Canvassing, soliciting, peddling, or
distribution by Tenant to other Project tenants or visitors of handbills or any
other written material in the Project is prohibited, and Tenant shall not permit
such activities by its employees or invitees.  Tenant shall cooperate in
reporting to Landlord any such activities of solicitors in the Building.

10.Tenant shall immediately, upon written request
from Landlord (which request need not be in writing), reduce its lighting in the
Premises for temporary periods designated by Landlord, when required in a
temporary emergency situation caused by earthquake or other force majeure event
to prevent overloading of the mechanical or electrical systems of the
Building.

11.Tenant shall not place any load on the floors
of the Premises or the Building exceeding the live load capacity thereof as
determined by Landlord.  Tenant shall not use electricity for lighting, machines
or equipment in excess of the consumption load of the Premises as determined by
Landlord.  Except as permitted in accordance with the Lease, Tenant shall not
alter any of the Building systems, including but not limited to heating, air
conditioning, and other mechanical or electrical systems, without the prior
written consent of Landlord.

12.Landlord reserves the right to exclude or expel
from the Project any person who is, in the judgement of Landlord, intoxicated or
under the influence of alcohol or other drug, or acting in a violent or
disruptive manner, or who shall in any manner do any act in violation of any of
the Rules and Regulations of the Building.

13.No animals of any kind shall be permitted at
any time in the Premises or the Building, with the exception of guide animals
for the handicapped employees or invitees of Tenant and except in connection
with Tenant's permitted use of the Premises as expressly permitted by the
Lease.

14.Any charges which Tenant is obligated by these
Rules to pay shall be deemed additional rent under the Lease, and should Tenant
fail to pay the same within ten (10) days after written demand, such failure
shall be treated as a default by Tenant to pay rent as due under the Lease.

15.Landlord may waive any one or more of these
Rules and Regulations for the benefit of any particular tenant or tenants, but
no such waiver by Landlord shall be construed as a waiver of these Rules and
Regulations in favor of any other tenant or tenants, nor prevent Landlord from
thereafter enforcing any such Rules and Regulations against any or all of the
tenants of the Building.  All waivers shall be one time waivers only unless in
writing and specifically providing to the contrary.

16.These Rules and Regulations are in addition to,
and shall not be construed in any way to modify, alter or amend, in whole or
part, the terms, covenants, agreements and conditions of Tenant's Lease or any
other lease of premises in the Project.  In the event of any conflict between
the terms of these Rules and Regulations and the terms of any lease in the
Building, the terms of the Lease shall prevail.

17.Landlord reserves the right to make such other
reasonable rules and regulations, or to amend or repeal these Rules and
Regulations, as in its judgement may from time to time be needed for the safety,
care and cleanliness of the Project and for the preservation of good order
therein.

18.Tenant shall be responsible for the observance
of all of the foregoing rules and regulations by Tenant's employees, agents,
contractors, clients, customers, invitees and guests.  Tenant shall cooperate
with Landlord's educational programs for Landlord's policies and procedures with
regard to fire and life safety, earthquakes and any other emergency or
evacuation procedures of which Landlord shall notify Tenant from time to
time.




















Exhibit G

LIST OF HAZARDOUS MATERIALS