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                                                                 EXHIBIT 10.14

    LEASE TERM SHEET

THIS TERM SHEET is made a part of the attached Lease Agreement between Landlord
and Tenant. Use of the following capitalized terms (indicated in bold type) in
the Lease shall be deemed a reference to the information set out below.

/ /  LANDLORD:  TECHNOLOGY IX, LLC
                a North Carolina Limited Liability Company
                630 Davis Drive - Suite 200
                Durham, NC 27713 (Street)
                Morrisville, NC 27560 (Mail)
                Attn:  J. Patrick Gavaghan, Manager
                Facsimile No.: (919) 281-0310

/ /  MANAGING AGENT:  KEYSTONE CORPORATION
                      a North Carolina Corporation
                      630 Davis Drive - Suite 200
                      Durham, NC 27713 (Street)
                      Morrisville, NC 27560 (Mail)
                      Attn: D. Reid Tyler
                      Facsimile No.: (919) 281-0310

/ /  TENANT:  LARSCOM, INCORPORATED
              a Delaware corporation
              1845 McCandless Dr.
              Milpitas, California 95305
              Attn: Don Morgan, CFO
              Facsimile No.: (408) 956-0998

/ /  EXECUTION DATE: The latest date of execution by Landlord and Tenant as
     reflected on the signature page of this Lease.

/ /  LEASE YEAR: The first Lease Year shall run from the Commencement Date
     through the period expiring one (1) year from the end of the Interim
     Period. Thereafter, each Lease Year shall be each subsequent 365/366 day
     period.

/ /  TERM:  From Commencement Date through Expiration Date.

     - INTERIM PERIOD: IF the Commencement Date is a date other than the first
     of a calendar month, the period running from the Commencement Date through
     the end of that same calendar month.

     -  COMMENCEMENT DATE: The later of: (i) the date of the issuance of the
     certificate of occupancy for the Premises; and (ii) the date the Tenant
     Improvements are Substantially Completed.

     - EXPIRATION DATE: If the Commencement Date is the first day of the month,
     seventy (72) months from the Commencement Date and otherwise seventy (72)
     months from the end of the Interim Period.

/ /  PREMISES:  Approximately 27, 284 rentable square feet located in the
     Building as outlined on Schedule A attached to the Lease.

/ /  BUILDING: Building IX, Keystone Technology Park at 633 Davis Drive, Durham,
     NC, which consists of approximately 75,257 rentable square feet and is
     located on that real property identified as Tract IX according to that plat
     recorded at Plat Book 146, Page 145, Durham County Registry, Durham, North
     Carolina.

/ /  USE:

     - TENANT'S PERMITTED USE: General Office

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     EMPLOYEES PER SQUARE FOOT: 4.5 per 1000 useable sq. ft.

/ /  IMPROVEMENTS:

     - LANDLORD IMPROVEMENTS: Described on Schedule B attached

     - TENANT IMPROVEMENTS: DESCRIBED on Schedule C attached

     - TENANT UPFIT ALLOWANCE: $810,303.03

/ /  CONSTRUCTION SCHEDULE:

     -  SPACE PLAN APPROVAL DATE: August 28, 2000
     -  FINISH SELECTION DATE: September 9, 2000
     -  CONSTRUCTION DRAWINGS COMPLETION DATE: October 20, 2000
     -  BUDGET APPROVAL DATE: October 13, 2000
     -  TARGET COMMENCEMENT DATE: DecemberJanuary 19, 2001
     -  OUTSIDE COMMENCEMENT DATE: JanuaryFebruary 19, 2001
     - TENANT DELAYS: Delays in completion of the Tenant Improvements past the
     Target Completion Date caused by or attributable to Tenant.
     - SUBSTANTIAL COMPLETION/SUBSTANTIALLY COMPLETED: When the Premises may be
     lawfully occupied by Tenant (i.e., a certificate of occupancy or temporary
     certificate of occupancy has been issued) for the normal conduct of its
     business, notwithstanding that minor or insubstantial details of
     construction, decoration, or mechanical adjustment remain to be performed.

/ /  RENT:

     - BASE RENT: Described on Schedule D attached

     - PER DIEM RENT: The per diem rate of Base Rent (calculated on the
     Installment Amount set out in Schedule D) and Additional Rent for the first
     Lease Year/Period. - ADDITIONAL RENT (TICAM):

     - INITIAL ESTIMATED AMOUNT: $5,115.75/mo.
     - TENANT'S PROPORTIONATE SHARE: means the ratio that the rentable square
       feet in the Premises bears to the total rentable square feet in the
       Building (as those figures may vary from time to time resulting from
       physical changes in the character of the Premises and/or Building)
       expressed as a percentage. As of this date, that percentage is 36.25%.

     - HOLDOVER RENT MULTIPLE: 1.5

/ /  SECURITY DEPOSIT: Equal to initial Installment Amount

/ /  INSURANCE:

     - TENANT LIABILITY COVERAGE: $1,000,000.00 Combined Single Limits
     - LANDLORD LIABILITY COVERAGE: $1,000,000.00 Combined Single Limits
     - BUSINESS INTERRUPTION INSURANCE COVERAGE: 12 months Base Rent &
       Additional Rent

/ /  INTEREST RATE: Eighteen (18.0%) percent per annum

/ /  BROKERS:

     - Landlord's:  Carolantic Realty
     - Tenant's:  Dillon Commercial

/ /  SCHEDULES: A - Premises Description
                B - Landlord Improvements
                C - Tenant Improvements
                D - Base Rent Schedule


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                E - Construction Deadline
                F - Satellite Antenna
                G - Rules and Regulations
                H - Renewal Option

LANDLORD:                                   TENANT:

TECHNOLOGY IX, LLC                          LARSCOM, INCORPORATED
a N.C. Limited Liability Company            a Delaware Corporation

BY: /s/ J. Patrick Garaghan                 BY:  /s/ Donald W. Morgan

     Manager                                     Name/Title:   CFO


Date: 10/13/00                              Date:  10/12/00



THIS OFFER OF LEASE IS CONTINGENT UPON TENANT EXECUTING AND RETURNING NOT LESS
THAN TWO (2) COUNTERPART ORIGINALS OF THIS LEASE TO LANDLORD BY OCTOBER 13,
2000. IF NOT RETURNED TO LANDLORD BY THAT DATE, THIS OFFER OF LEASE SHALL
AUTOMATICALLY BE DEEMED WITHDRAWN.


                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (the "Lease" or "Agreement") entered into as of
the Execution Date between the Landlord and the Tenant. Landlord, in
consideration of the rents and covenants to be kept and performed by the Tenant,
leases to the Tenant that certain property and improvements, more specifically
described below, upon the following terms and conditions:

         1.  PREMISES.

         1.1. PREMISES. The property leased is the Premises located in the
Building as described in the Term Sheet. The term "Building" shall include the
parcel of real property on which the improvements are located and all
improvements thereon, whether leased to Tenant or not.

         1.2. COMMON AREA. The Premises are leased together with a non-exclusive
license to use, in common with the Landlord and other tenants in the Building,
those common areas necessary for ingress and egress, including lobbies,
restrooms, halls, stairways, drives, sidewalks and parking areas, along with any
other areas which Landlord may, but is not obligated to, designate for common
use by tenants (the "Common Areas"). Unless specifically provided elsewhere in
this Agreement, Tenant shall have no designated parking spaces and shall observe
restricted parking areas designated by Landlord. Landlord does not grant any
easement for light, air or view.

         2.  TERM.

         2.1. DURATION. Subject to a prior termination as provided in this
Agreement, this Lease shall remain in effect for the Term.

         2.2. DELAYED POSSESSION. Except as otherwise provided in SCHEDULE E,
any delay in having the Premises available for occupancy by the Target
Commencement Date or the Outside Commencement Date shall not affect the validity
of this Lease or Tenant's obligations under the Lease, nor shall Landlord be
subject to any liability for that delay. Landlord and Tenant agree to
acknowledge, in writing, any changes to the Commencement Date and/or Expiration
Date caused by any delays.

         2.3. EARLY OCCUPATION. Provided it does not cause undue interference or
delay in Landlord's completion of the Tenant Improvements, Tenant may (prior to
the Commencement Date and without incurring any liability for payment of Rent),
place and install its personal property, equipment and trade fixtures, in any
part of the Premises, at Tenant's sole risk and expense. All other provisions of
the Lease (including, but not limited to, Sections 3.2 & 3.3) shall be
applicable to this early occupation by Tenant. This early occupation shall not
be deemed "taking possession of the Premises" for purposes of Section 3.1.1.

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         3.  CONDITION AND USE OF PREMISES.

         3.1.  CONDITION OF PREMISES.

         3.1.1. Neither the Landlord, nor its agents or the Managing Agent, have
made any representations with respect to the Premises or Building that are not
set forth in the Lease. Except as provided in Section 3.1.2, taking possession
of the Premises by the Tenant shall be conclusive evidence, as against Tenant,
that Tenant accepts the same "as is", and that the Premises, the Building and
the Common Areas were in good and satisfactory condition at the time of taking
possession and suitable for the Tenant's Permitted Use. Notwithstanding the
preceding to the contrary, Landlord represents that as of the Commencement Date,
the plumbing, electrical, HVAC, fire suppression and other basic building
systems serving the Premises shall be in good working order and condition.

         3.1.2. Prior to delivery of the Premises to Tenant, Landlord and Tenant
shall conduct a walk through of the Premises for the purpose of assuring that
all construction is according to plans and specifications, that all utilities
are functional, and that the Premises are in good condition. Any deficiencies
observed in the walk through shall be noted in writing and signed by both
parties. These noted deficiencies shall be cured by Landlord within thirty (30)
days of the walk through.

         3.1.3. Landlord represents that it has not brought or permitted any
Hazardous Substances (as later defined) to be brought onto the Premises or
Building and, to the best of its knowledge, that as of the Execution Date,
neither the Premises nor the Building contains any Hazardous Substances or is in
violation of any Environmental Laws (both as later defined).

         3.2. USE OF PREMISES. The Premises shall be used and occupied by Tenant
for Tenant's Permitted Use and for no other purpose. Tenant may not use the
Premises or any portion thereof for any illegal or unlawful purpose and may not
cause or permit a nuisance to be created or maintained on the Premises
including, without limitation, noises of such a level as to disturb others in
the Building. Tenant's use of the Premises and Common Areas shall comply with
the Rules & Regulations (as defined below), if any, which apply to the Premises.
Tenant's use may not increase the fire insurance premiums on the Building or
make that insurance unavailable to Landlord. In no event shall Tenant have more
than the Permitted Employees Per Square Foot employed at the Premises.

         3.3. COMPLIANCE WITH REGULATIONS. Tenant shall comply with all legal
requirements of any governmental or quasi-governmental body including City,
County, State or Federal boards having jurisdiction respecting any operation
conducted or any equipment installations or other property placed upon, in or
about the Premises by it. Tenant shall immediately, on discovery of any unlawful
use within the Premises, take action to halt that activity. Except as provided
in Section 3.4 or as specifically assigned to Tenant above, Landlord shall
comply with all legal requirements of any governmental or quasi-governmental
body including City, County, State or Federal boards having jurisdiction
respecting the Building and the Common Areas.

         3.4. ADA COMPLIANCE. Landlord represents that, to the best of its
knowledge, as of the Execution Date, the Premises (including the Tenant
Improvements) and the Building comply with all applicable laws and regulations
dealing with access by individuals with disabilities, including Title III of The
Americans with Disabilities Act, Public Law 101-336 (July, 1990) as revised from
time to time (the "ADA"). To the extent the Premises do not subsequently comply
with the ADA because of post-Commencement Date changes in those laws or related
regulations and such non-compliance relates to or arises solely out of Tenant's
particular use, operations, or the Tenant Improvements (whether constructed
prior to or after the Commencement Date) or any Alterations (as defined below),
Tenant shall, at its sole expense, take all reasonable steps to modify the
Premises to comply with the ADA. Otherwise, the Landlord, at its sole expense,
shall be responsible for keeping the Premises and the Building (exclusive of
Tenant Improvements and Alterations) in compliance with the ADA.

         4.  RENT.

         4.1. BASE RENT. Commencing on the Commencement Date and continuing for
the Term, Tenant shall pay to Landlord the Base Rent set out in the Base Rent
Schedule. Installment Amounts, as well as payments of Additional Rent (defined
below), shall be payable without previous demand and without offset or
deduction, in advance, on or before the first day of each month. Tenant shall
make such payments by direct deposit to the bank account identified, in writing,
by Landlord to Tenant prior to the first payment of Base Rent is due or as
otherwise may be designated, from time to time, in writing, by Landlord to
Tenant. If the Term commences on a day other than the first day of the month or
ends on a day other than the last day of the month, Base Rent for any partial
month of the Term shall be pro rated on a per diem basis.

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         4.2. STAMP, USE, SALES TAX ADJUSTMENT. Should any governmental
authority having jurisdiction over the Premises declare or otherwise assess
against Landlord any tax on Tenant's rents, lease, or leasehold whether
designated as a stamp tax, sales tax, ad valorem tax, use tax or otherwise
(other than income taxes), then all taxes so charged shall be the Tenant's
obligation and shall be paid by Tenant directly to the taxing authority or shall
be paid to Landlord in reimbursement.

         4.3. ADDITIONAL RENT. Tenant shall pay Landlord Additional Rent in
amounts and in the manner as described below:

         4.3.1. "Expenses" shall include all direct costs of operation and
maintenance of the Building as determined by generally accepted accounting
principles ("GAAP") and shall include by way of illustration, but not be limited
to:

                  (i) TAXES. Amount paid by Landlord for real estate taxes,
                      special assessments, or any governmental charges which may
                      be levied or assessed against the Building. "Taxes" shall
                      specifically exclude Landlord's income and/or franchise
                      taxes and tax penalties.

                 (ii) UTILITIES. Amounts paid by Landlord for electricity,
                      water, sewage, heating and air conditioning, and other
                      utilities for the Common Areas of the Building. Amounts
                      paid by Landlord for water used at the Building, including
                      the Common Areas, the Premises and all other tenant space.

                (iii) INSURANCE. Amounts paid by Landlord for all premiums for
                      insurance required by this Lease or other property and
                      liability insurance coverage with respect to the Building
                      deemed to be reasonable by Landlord.

                 (iv) MAINTENANCE. The reasonable cost of wages, including
                      associated payroll taxes, insurance and fringe benefits,
                      of non-management level persons employed by Landlord in
                      connection with the operation or management of the
                      Building, including, but not limited to, management
                      personnel, secretaries, security guards (if any),
                      carpenters, painters, laborers and other office,
                      maintenance, security, janitorial or general cleaning
                      personnel. The reasonable cost of services furnished by
                      independent contractors with respect to the operation,
                      repair, maintenance, security or cleaning of the Building.
                      The reasonable cost of materials, tools and equipment,
                      including toilet room supplies, fluorescent and
                      incandescent lamps, filters, cleaning supplies and
                      maintenance items, purchased by Landlord in providing
                      Services.

                  (v) OPERATING EXPENSES. All reasonable amounts paid by
                      Landlord for all direct costs of operations and
                      maintenance (not otherwise specified above) as determined
                      by GAAP. These shall include the following costs by way of
                      illustration, but not limitation: Payroll expense, fuel,
                      security, management fees, legal and professional fees,
                      maintenance costs (including building and grounds),
                      plumbing, heating, electrical, air conditioning and
                      cleaning (including janitorial services, supplies, rubbish
                      and snow removal).

                 (vi) ASSESSMENTS.  Assessments paid to Keystone Technology
                      Park Owners Association pursuant to the Restrictive
                      Covenants (defined below).

In any calendar year in which the Building is not fully occupied for the entire
year, the Expenses (other than Taxes and Insurance (described above) and any
other "Expenses" that do not vary with the level of occupancy) shall be "grossed
up" as if the Building were 100% occupied for the entire calendar year. The
"gross up" shall be based upon the Landlord's reasonable projections of the
variable "Expenses" expected to be incurred if the Building were totally
occupied for the entire calendar year, as determined under generally acceptable
accounting principles consistently applied. Notwithstanding the preceding to the
contrary, the following costs are specifically excluded from the definition of
"Expenses": costs incurred for making installations or alterations to the
Building (which under GAAP are properly classified as capital expenditures) or
in correcting latent defects in the Building, Common Areas or Premises;
capitalized equipment costs; depreciation; loan fees points and the like;
mortgage principal and interest; costs incurred in negotiating leases; marketing
costs; broker's commissions; Landlord's "overhead"; expenses otherwise
reimbursable by specific tenants of the Building or insurance/condemnation
proceeds; and expenses incurred in renovating any space for the purpose of
leasing or releasing.

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         4.3.2. During the Term, Tenant shall pay to Landlord, as Additional
Rent, Tenant's Proportionate Share of any "Expenses" (as defined above). Except
where the unavailability of the Premises is due to its own acts, should Tenant
not have had the right to occupy the Premises for the entire calendar year, the
amount of Additional Rent will be adjusted proportionately on a per diem basis.
Landlord shall send Tenant, in writing, an itemized statement of any Additional
Rent due from Tenant (the "Statement") on or before one hundred twenty (120)
days after the end of each calendar year. The Statement shall include a
reasonable description of any " gross up" calculations. Tenant shall pay that
amount indicated in that Statement within thirty (30) days after the Statement
is rendered. From the Commencement Date through the end of that calendar year,
the parties agree that the Tenant shall pay the Initial Estimated Amount of
Additional Rent each month. Thereafter, with each Base Rent payment Tenant shall
pay Landlord, in advance, one-twelfth of the amount of Tenant's Proportionate
Share of the "Expenses" for the preceding calendar year (calculated on an
annualized basis if Tenant did not have the right to occupy the Premises for the
entire calendar year) as a credit against Additional Rent due for the then
current calendar year. These advance payments shall be credited to Tenant's
account for the applicable calendar year and that account shall be adjusted as
necessary when the Statement for that calendar year is rendered. Any deficiency
in the advance payments shall be noted in the Statement and paid within the
thirty (30) day period noted above. Any excess in the advance payments shall be
applied to the Additional Rent obligation otherwise due in the ensuing calendar
year, or, if the Lease has been terminated and the excess has not been otherwise
applied by the Landlord to cure an Event of Default (as defined below), shall be
refunded to the Tenant with the Statement for that year. The Tenant's obligation
to pay Additional Rent and the Landlord's obligation to refund any excess
advance payments, as the case may be, shall survive a termination of this Lease.

         4.3.3. Landlord shall maintain complete and accurate records of all
costs incurred in the operation and maintenance of the Building and the
furnishing of services to its tenants, including those which Landlord intends to
include in Expenses. At any reasonable time, but no more than once in each
calendar year, Tenant shall be entitled to inspect all of Landlord's records
necessary to reasonably satisfy itself that all charges have been correctly
allocated to Tenant. Tenant must give Landlord at least five (5) business days'
prior written notice before exercising this inspection right. The inspection
shall be conducted at the Managing Agent's business office during its regular
business hours and shall be limited to either or both of the two (2) immediately
preceding calendar years. Tenant shall be entitled to obtain an audit by an
independent certified public accountant or such representative of Tenant as
Tenant shall otherwise select (such representative to be selected by Tenant with
Landlord's written consent, which shall not be unreasonably withheld) to
determine the accuracy of Landlord's certification of the amount of Additional
Rent charged Tenant. Tenant shall bear the total cost of any such audit.

         5. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit
the Security Deposit with the Landlord as security for Tenant's full and
faithful performance of all Lease terms, covenants and conditions. Landlord is
authorized to charge any damages it may sustain as the result of any default by
Tenant against the Security Deposit. At the termination of this Lease, any
unused portion of the Security Deposit shall be returned to Tenant within thirty
(30) days of the termination, but only after an inspection of the Premises has
been made by Landlord after vacation by Tenant and after application of the
Security Deposit as allowed under law. Tenant shall not be credited with or
entitled to any interest on its Security Deposit. If prior to the termination of
this Lease Landlord depletes the Security Deposit, in whole or in part, Tenant
shall immediately restore the amount so used by Landlord. At the expiration of
the Term or earlier termination of this Lease and/or whenever Landlord shall
demand additional remittances of cash, Tenant shall be entitled to a complete
accounting of all disbursements and applications of the Security Deposit as of
that date.

         6.  IMPROVEMENTS.

         6.1. LANDLORD IMPROVEMENTS. Landlord, at its sole cost and expense, has
designed and constructed the Building as reflected in the Landlord Improvements.
As of the date of delivery of the Premises to the Tenant, Landlord represents
that the Landlord Improvements have been substantially completed in substantial
accordance with that Schedule and otherwise in a workmanlike manner and in
substantial compliance with all applicable building, fire, health, and sanitary
codes and regulations and other applicable laws.

         6.2. TENANT IMPROVEMENTS. Promptly after the Execution Date, Landlord,
at Tenant's sole cost and expense, shall commence and diligently pursue
completion of the Tenant Improvements to be constructed by it on the Premises.
Upon Landlord's receipt of the contractor's estimate of the costs for
construction of the Tenant Improvements, Landlord shall send Tenant a copy of
that bid. If the bid for the cost of construction for the Tenant


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Improvements exceeds the Tenant Upfit Allowance, Tenant shall, upon written
notice to Landlord given within three (3) business days of Tenant's receipt of
the bid, have the right to have the Tenant Improvements rebid. If the rebid is
lower, Tenant shall be entitled to have the Tenant Improvements completed by the
contractor submitting the rebid; provided, that that contractor is properly
licensed and is otherwise reasonably acceptable to Landlord. Landlord shall not
commence construction of the Tenant improvements until the bid or rebid, as the
case may be, is approved by the Tenant. All Tenant Improvements shall be
constructed in substantial accord with Schedule C (as approved by the parties),
in a workmanlike manner, and otherwise in substantial compliance with all
applicable building, fire, health, and sanitary codes and regulations, and shall
be performed by a licensed general contractor selected by Landlord and
reasonably acceptable to Tenant. Once approved, no material changes to the
Tenant Improvements may be made without the written consent of both parties,
which shall not be unreasonably withheld, conditioned, or delayed. All approved
changes shall be made in the form of a change order ("Change Order") setting
forth the increased costs, if any, caused by the change and specifying any
anticipated delay relating to that Change Order. Landlord shall be entitled to
receive a supervision fee from Tenant on all Qualifying Change Orders (defined
below) equal to the greater of: (i) seven percent (7.0%) of the amount of the
Change Order; and (ii) $50.00. "Qualifying Change Orders" includes all Tenant
requested Change Orders after the third one and all Change Order(s) after the
total increased costs, in the aggregate, for the Tenant requested Change
Order(s) exceeds $25,000.00. Tenant shall reimburse Landlord for any increased
costs, including any applicable supervision fees, within thirty (30) days of
Tenant's receipt of the invoice from Landlord for those increased costs. Unless
otherwise noted in writing in Schedule C or in the applicable Change Order, the
Tenant Improvements shall remain and be surrendered with the Premises on
expiration of the Lease. If Schedule C or the Change Order provides that certain
improvements are not to be surrendered, Tenant, at its sole cost, shall, upon
termination of the Lease, remove those Tenant Improvements which are not to
remain and repair all damage to the Premises caused by their removal. This
obligation shall survive a termination of the Lease. Except as otherwise
stipulated by the parties, during the Term, Tenant shall be responsible for any
ad valorem taxes relating to the Tenant Improvements whether such are to remain
or be removed.

         6.3. TENANT UPFIT ALLOWANCE. Notwithstanding the above to the contrary,
the Landlord shall contribute the Tenant Upfit Allowance towards the costs and
expenses incurred in designing and/or constructing the Tenant Improvements (the
"Upfit Costs"). The Tenant Upfit Allowance shall be paid by Landlord directly to
the general contractor based on invoices submitted. Tenant shall be responsible
for any and all Upfit Costs in excess of the Tenant Upfit Allowance (the "Excess
Upfit Costs"). Once the construction of the Tenant Improvements is Substantially
Completed, the Landlord shall invoice the Tenant for Excess Upfit Costs, if any.
Payment shall be made within ten (10) days of Landlord's request for such.

         7. ALTERATIONS, ADDITIONS AND IMPROVEMENTS. Except for the Tenant
Improvements, Tenant shall not make any alterations, additions or improvements,
structural or otherwise (the "Alterations") in or to the Premises without
Landlord's prior written consent. The plans and specifications for any approved
Alterations shall be subject to Landlord's prior written approval and once
approved, shall not be materially changed without the Landlord's prior written
consent. Tenant shall provide Landlord with a copy of the plans and
specifications for the Alterations prior to commencing construction. All
Alterations shall be made promptly, in a workmanlike manner, paid for by Tenant
allowing no liens to attach either to the Premises or to Tenant's leasehold
interest, and so as not to unreasonably disturb or inconvenience other tenants
in the Building. Landlord shall have the right to require Tenant to provide such
assurances as Landlord shall reasonably require (e.g., bonds, escrows, etc.) to
protect Landlord against unpaid work and to require that any work be performed
only by duly licensed contractors and subcontractors approved by Landlord.
Unless otherwise noted in Landlord's written approval of the Alteration, any
Alteration shall remain and be surrendered with the Premises on expiration of
the Lease. If Landlord's approval of the Alteration provides that the Alteration
is not to be surrendered, Tenant, at its sole cost, shall remove that Alteration
which is not to remain and shall repair all damage to the Premises caused by
that removal. This obligation shall survive a termination of the Lease.
Notwithstanding anything in this Lease to the contrary, Tenant shall be
responsible for any ad valorem taxes or increase therein resulting from
Alterations made by or at the direction of Tenant. The Landlord
consents/approvals required under Section 7, shall not be unreasonably withheld,
conditioned or delayed.

         8.  SERVICES/PARKING/REPAIRS

         8.1. UTILITIES/JANITORIAL. Landlord shall, at its expense, cause all
utilities (except water/sewer services) to be separately metered for the
Premises. Except for the cost of water/sewer services used at the Premises
(which shall be provided by Landlord and included in "Expenses"), Tenant, at its
sole expense, shall be responsible for the costs of all utility services used by
the Tenant in its operations at the Premises. Tenant, at its sole expense, shall
furnish all reasonable and necessary janitorial and waste removal services and
shall supply and replace all incandescent bulbs

<PAGE>

and fluorescent tubes and ballasts required by its operations at the Premises
during the Term. Notwithstanding the preceding to the contrary, Landlord shall
provide a dumpster for the common use of all tenants in the Building, the costs
of which shall be included in "Expenses".

         8.2. ACCESS/PARKING. Landlord shall provide Tenant with 24 hour, 7 days
a week, 52 weeks a year access to the Premises. The parking spaces shall
generally be allocated among the Building's tenants in accordance with each
Tenant's Proportionate Share. Except as required by law or applicable zoning
codes, the parking spaces shall be unmarked.

         8.3. REPAIRS. The Landlord, at its own expense, shall promptly repair
or replace any and all defects in the Landlord Improvements and Common Areas and
all latent defects in the Tenant Improvements. Landlord shall also maintain,
repair and replace: (a) the structural integrity of the Building (including, but
not limited to, the foundation, the exterior walls (but, excluding exterior
glass), the supporting framework, the floor slab (exclusive of any floor
coverings), and roof); (b) the Common Areas, which shall be maintained in
accordance with the standards of a Class A office park for the Research Triangle
Park, North Carolina area; and (c) any damages resulting from its or its
employees, agents, or invitees negligent or willful acts. Repairs required of
Landlord shall be made within a reasonable time (depending on the nature of the
repair needed) after Landlord receives notice from Tenant, or has actual
knowledge, of the need for the repair. Except as assigned to Landlord above,
Tenant, at its own expense, shall maintain and repair the Premises (including,
but not limited to the repair and replacement of the exterior glass, mechanical,
plumbing, electrical systems, interior walls, floors, ceilings, security
systems, the sprinkler system, and the monitoring systems) and otherwise make
all repairs relating to the Premises. All repairs to be made by Tenant shall be
made promptly, in a workmanlike manner, paid for by Tenant allowing no liens to
attach either to the Premises or to Tenant's leasehold interest, and so as not
to unreasonably disturb or inconvenience other tenants in the Building. Landlord
shall have the right to require Tenant to provide such assurances as Landlord
shall reasonably require (e.g., bonds, escrows, etc.) to protect Landlord
against unpaid work and to require that any work be performed only by duly
licensed contractors and subcontractors approved by Landlord. Landlord shall
make available to Tenant any warranties Landlord has received which are
applicable to the repairs to be performed by Tenant. Tenant shall reimburse
Landlord for all costs incurred by Landlord (over and above those amounts
reimbursed by insurance carried by Landlord), along with a ten percent (10%)
overhead fee, for all repairs to the Common Areas, or Building arising out of
Tenant's or its employees, agents, or invitees, negligent or willful acts.
Continuously throughout the Term, Tenant shall maintain, at its expense, a
maintenance contract covering the HVAC system located in or serving exclusively
the Premises with a service contractor acceptable to and approved by Landlord.
This contract shall provide for routine maintenance, including, but not limited
to, timely changing of all filters (at recommended intervals), adjustment and
inspection of air handling mechanisms and control equipment, and performance of
necessary lubrication, testing, and other such normal maintenance procedures.
Notwithstanding the preceding to the contrary, Landlord reserves the right to
arrange for the HVAC system maintenance contract and charge Tenant for the
reasonable costs of that contract.

         8.4. LIABILITY Provided that causes of the damage are not directly
under the care, custody or control of Landlord, Landlord shall not be liable to
Tenant for any damage caused to Tenant or its property due to the Premises,
Building, or Common Areas (or any part or appurtenances thereof) being or
becoming out of repair or arising from the failure of any utility service.
Tenant shall promptly report to Landlord any defective condition in or about the
Premises, Building, or Common Areas known to Tenant. Tenant shall promptly
report to the applicable utility company any interruption of its utility
service. So long as Landlord acts reasonably and in good faith, there shall be
no abatement or reduction of rent by reason of any of the Services not being
continuously provided to Tenant, nor shall such interruption of Services
constitute either a constructive or partial eviction.

         9. TAXES AND ASSESSMENTS. Landlord shall list the Building for ad
valorem tax purposes and shall pay all tax assessments of whatever kind or
nature assessed against the Building, all of which shall be included in
"Expenses". The Tenant shall pay all taxes and assessments imposed on Tenant's
personal property located on the Premises, whether affixed or not, and all other
taxes, fees and assessments imposed for its use of the Premises.

         10. SIGNS. Tenant shall have the right to erect on and in the Building
and the Premises such signs as may be reasonably necessary to identify and
advertise Tenant and its business which will include, but not be limited to its
corporate name and/or logo. One (1) exterior sign shall be included in the
Tenant Improvements. Tenant will pay for the planning, fabrication, and
installation of the approved signage. Notwithstanding the preceding to the
contrary, this right to erect signs is conditioned on: (i) only one (1) exterior
sign shall be permitted; (ii) the Landlord's prior written consent as to form,
size, color and location, which shall not be unreasonably withheld, conditioned
or delayed; (iii) compliance with any applicable zoning or building codes; and
(iv) compliance with the Rules &

<PAGE>

Regulations. Landlord, at Tenant's expense, shall maintain and repair all
exterior signage, if any, erected pursuant to this Section. The Tenant, at its
sole expense, shall remove all signs erected for/by Tenant upon termination of
the Lease and shall repair any damage to the Premises and Building caused by
their removal. This repair/removal obligation shall survive a termination of the
Lease.

         11.  INSURANCE/INDEMNIFICATION.

         11.1. PROPERTY INSURANCE. Landlord shall, continuously throughout the
Term and at its expense, carry all-risk property damage and hazard/casualty
insurance with extended coverage insuring against loss or damage to the Building
and/or other improvements in amounts and with companies as Landlord in its
discretion chooses; but in no event shall coverage amounts be less than full
replacement cost of the Building. The cost of this insurance shall nevertheless
be included in "Expenses". The policy shall show Landlord as the named insured.
Tenant shall maintain and care for its personal property on the Premises and
insure the same to such extent as it deems appropriate. Neither Landlord nor
Managing Agent shall be liable for any loss or damage to Tenant's personal
property, irrespective of the cause.

         11.2.  LIABILITY INSURANCE.

         (A) Tenant shall, continuously throughout the Term and at its expense,
maintain in effect a commercial general liability policy with coverages not less
than the Tenant Liability Coverage. This policy shall show Landlord and Managing
Agent as additional insureds.

         (B) Landlord shall, continuously throughout the Term and at its
expense, maintain in effect a commercial general liability policy with coverages
not less than the Landlord Liability Coverage. The cost of this insurance shall
nevertheless be included in "Expenses".

         11.3. WORKMEN'S COMPENSATION. Tenant shall, at its expense, maintain
Workers Compensation Insurance coverage sufficient to meet all local, state and
federal governmental regulations.

         11.4. RENTAL INCOME INSURANCE. Tenant shall, at its expense, maintain
business interruption insurance in an amount equal to the Business Interruption
Insurance Coverage. This insurance shall insure that the Base Rent will be paid
to Landlord if the Premises are destroyed or rendered unusable by a risk insured
against by a policy of standard fire and extended coverage insurance, with
vandalism and malicious mischief endorsements.

         11.5. POLICIES. All required policies of insurance shall be maintained
continuously throughout the Term and provide that they may not be changed or
cancelled without ten business (10) days' prior written notice to both Landlord
and Tenant and shall be underwritten by insurers who have a general
policyholders rating of not less than "A-VII" as stated in the most current
available A.M. Best Insurance Reports, who are licensed to do business in North
Carolina, and who are authorized to issue the policies. At either party's
request, a certificate (ACORD Form No. 27) evidencing the required insurance
shall be given to the requesting party. The general liability policies shall be
on ISO Form CG 0001 0196 or equivalent "occurrence basis" insurance policy form.

         11.6. INDEMNIFICATION. Except where caused by the Landlord's or its
employee's, agent's, or contractor's gross negligence or willful conduct, Tenant
shall indemnify and hold the Landlord and its employees and agents harmless from
any liability for injury to or death of any person or damage to any property
relating to or arising out of the Tenant's use of the Premises. Landlord shall
indemnify and hold the Tenant harmless from any liability for injury to or death
of any person or damage to any property relating to or arising out of Landlord's
or its employee's, agent's or contractor's gross negligence or willful conduct.
If the party to be indemnified is made a party to any litigation commenced by or
against it for which it is to be indemnified, then the indemnifying party shall
protect and hold harmless and pay all court costs, penalties, charges, damages,
expenses, and reasonable attorney's fees incurred or paid by the party to be
indemnified. These obligations shall survive a termination of the Lease.

         11.7. WAIVER OF SUBROGATION. Notwithstanding the language of Section
11.6 to the contrary or that the loss or damage may be due to or result from the
negligent or willful act of a party or its employees or agents, Landlord and
Tenant, for themselves and their respective insurers, release each other from
any and all claims, demands, actions and causes of action that each may have or
claim to have against the other for loss or damage to persons or property, both
real and personal, caused by or resulting from casualties required to be insured
against by the terms of this Lease or otherwise insured against by the party
suffering the loss or damage. All policies of


<PAGE>

insurance required by this Lease shall contain a provision whereby the insurer
waives all rights of subrogation against either Tenant or Landlord, as
appropriate. If insurance policies with waiver of subrogation provisions shall
be obtainable only at a premium, the party seeking the policy shall pay that
additional premium. Except to the extent insurance pays (or would have paid if
the insurance coverage required by this Lease was in effect) a claim subject to
indemnification, this release is not intended to nor shall it release a party
from its indemnification obligations as set out in this Lease. These obligations
shall survive a termination of the Lease.

         12.  DESTRUCTION/CONDEMNATION.

         12.1.  DESTRUCTION OF PREMISES.

         (A) Total DESTRUCTION. If the Premises are totally destroyed by fire or
other casualty, either Landlord or Tenant may terminate this Lease by giving
written notice of termination not later than thirty (30) days after the date of
the destruction. In that event, Base Rent and Additional Rent paid for the
period beyond the date of destruction shall be refunded to Tenant and neither
party shall have any further obligations under this Lease except for those
obligations which are expressly provided to survive a termination.

         (B) Partial DESTRUCTION. If there is not total destruction of the
Premises, yet: (i) Landlord, in its sole judgment, concludes that restoration of
the damage cannot be completed within one hundred and fifty (150) days; or (ii)
less than six (6) months of the Term remains; or, (iii) insurance proceeds
(along with funds Landlord, in its discretion, decides to provide) in an amount
sufficient to restore the Premises is not made available to Landlord; Landlord
or Tenant may, at their option, terminate this Lease by giving written notice of
termination not later than ten (10) days after the date Landlord provides Tenant
with the information described below. In that event, Base Rent and Additional
Rent paid for the period beyond the date of destruction shall be refunded to
Tenant and neither party shall have any further obligations under this Lease
except for those obligations which are expressly provided to survive a
termination. Within thirty (30) days after the casualty, Landlord shall furnish
Tenant with Landlord's estimate of the time required to complete repairs and
whether or not sufficient funds are available to pay for the required repairs.

         (C) Repair/RESTORATION. If the Lease is not terminated pursuant to
Subparagraphs (A) or (B), Landlord, at its expense, shall promptly restore
and/or repair the Premises (other than Alterations, which shall be the Tenant's
sole responsibility) and any other portions of the Building outside the Premises
required for Tenant's use of the Premises. In no event shall Landlord be
required to restore fixtures or improvements made or owned by Tenant. If Tenant
is reasonably required to close all or a portion of its operations during the
period of repair/restoration, Base Rent and Additional Rent shall abate on a
proportional basis (based upon the square footage of the unusable portion of the
Premises) during that period. In no event shall Landlord have any liability for
losses claimed by Tenant resulting, directly or indirectly, from Tenant's
inability to use the Premises.

         (D) Tenant's FAULT. Notwithstanding the above to the contrary, if the
Premises are damaged by cause due to fault or neglect of Tenant, its employees,
agents, customers, or guests, Tenant may not terminate this Lease and there
shall be no apportionment or abatement of rent.

         12.2. CONDEMNATION OF PREMISES. If all of the Premises, or a portion
which will make the remainder unusable for the Tenant's Permitted Use, be taken
under the power of eminent domain (or a conveyance in lieu thereof), then this
Lease shall terminate as of the vesting of title in the condemning authority and
Base Rent and Additional Rent obligations shall be adjusted between Landlord and
Tenant as of that date. If only a portion of the Premises are taken and Tenant
can reasonably continue use of the remainder, then the Lease will not terminate,
but Base Rent and Additional Rent obligations shall abate in a just and
proportionate amount to the loss of use occasioned by the taking. Tenant shall
have no right or claim to any part of any award made to or received by the
Landlord for any taking and no right or claim for any alleged value of the
unexpired portion of this Lease; provided, however, that Tenant shall not be
prevented from making a claim against the condemning party (but not against
Landlord) for any moving expenses, loss of profits, or taking of Tenant's
personal property (other than its leasehold interest) to which Tenant may be
entitled. No Tenant's claim may diminish Landlord's award. For purposes of this
Section, Landlord shall make a good faith determination as to whether the
Premises are unusable or not after a taking. If less than a fee title to all or
any portion of the Premises shall be taken or condemned by any governmental
authority for temporary use or occupancy, this Lease shall continue in full
force and effect without reduction or abatement in rent.

<PAGE>

         13.  CARE/RETURN OF PREMISES.

         13.1. CARE OF PREMISES. Tenant shall not permit or cause any act to be
performed upon, in or about the Premises which shall cause or be likely to cause
injury to any person or to the Premises, the Building, or Common Areas, or any
adjoining property. Tenant shall at all times keep the Premises in a neat and
orderly condition. The Tenant agrees to take reasonable care of the Premises,
fixtures, and appurtenances and suffer no waste or injury thereto.

         13.2. RETURN OF PREMISES. Upon the termination of this Lease, Tenant
shall return the Premises to Landlord substantially in the same condition as
received. Excepted from this obligation are: (i) conditions which are the
Landlord's responsibility or result from Landlord's or its agent's or employee's
negligence, a casualty required to be insured against by Landlord under this
Lease, or a condemnation; (ii) ordinary wear and tear; and, (iii) Tenant
Improvements and approved Alterations which Landlord has not required to be
removed. This obligation shall survive a termination of the Lease..

         14. HOLDING OVER. In the event Tenant remains in possession after the
expiration of the Term without the execution of a new lease, Tenant shall not
acquire any right, title or interest in the Premises. In that event, Tenant
shall occupy the Premises as a tenant from month-to-month and shall otherwise be
subject to all applicable conditions, provisions and obligations of this Lease;
except that all options and rights of renewal, rights of first refusal, and the
like, if any, shall terminate. Notwithstanding the above, Landlord shall have
the right to pursue summary ejectment of Tenant as provided by law. During the
holding over period, Tenant shall pay monthly rent equal to the Holdover Rent
Multiple times the Base Rent Installment Amount in effect as of the last month
of the Term.

         15.  ASSIGNMENT.

         15.1. RESTRICTION. Tenant shall not have the right to assign this Lease
or to sublet the Premises, in whole or in part, whether voluntarily or by
operation of law, without the prior written consent of Landlord, which consent
shall not be unreasonably withheld. It shall not be unreasonable for the
Landlord to withhold consent if: (i) it is not assured that substantially the
same type, class, nature and quality of business, prestige, reputation, and
financial soundness of ownership and management, is maintained by the proposed
assignee/sub-tenant; or (ii) occupancy by the proposed assignee/sub-tenant would
violate the terms of the Lease, cause the Landlord to be in breach of any
restrictive covenant relative to the Building or other leases, or increase the
costs of operation for the Building. If Tenant is other than an individual, then
the passage of majority interest in Tenant to parties other than those who
presently own those interests shall be deemed an assignment of this Lease. In no
event shall this Lease be assignable by operation of any law. Tenant's rights
under this Lease may not become, and shall not be listed by Tenant as an asset
under any bankruptcy, insolvency or reorganization proceedings.

         15.2. NOTICE. If Tenant proposes to assign any interest in this Lease
or to sublet all or any portion of the Premises, Tenant shall first submit to
Landlord a written notice of its intentions (the "Notice of Intent"). The Notice
of Intent shall contain: (1) the name of the proposed assignee/subtenant; (2)
the terms of the proposed assignment/subletting; and, (3) any other information
reasonably requested by Landlord. Whether or not the transfer requires the
Landlord's prior consent, Tenant shall promptly provide Landlord with an
executed original of the assignment or a certified copy of the
merger/conversion/reorganization document, as the case may be.

         15.3. MODIFICATION. If Tenant gives the Notice of Intent, Landlord
shall have the option to modify this Lease so as to exclude the space proposed
to be assigned/sublet for the term of the assignment/ subletting. Provided
Landlord gives Tenant written notice of the exercise of this option within
thirty (30) days of receipt of the Notice of Intent, the modification of this
Lease shall be effective (without further documentation) as of the date of
commencement of the term of the proposed assignment/sublease. Thereafter,
Tenant's Base Rent and Additional Rent obligations shall abate in a just and
proportionate amount to the space assigned/sublet.

         15.4. LIABILITY. Unless the Landlord has reclaimed the space pursuant
to Section 15.3, any assignment or sublease to which Landlord may consent (one
consent not being any basis to contend that Landlord should consent to further
assignments or subleases) shall not relieve Tenant of its Lease obligations.

<PAGE>

         15.5. COSTS. If Tenant shall request Landlord's consent to an
assignment/subletting of the Lease, Tenant shall pay Landlord's reasonable
attorney fees incurred in connection with that matter, such fees not to exceed
$500.00 for each request.

         15.6. AFFILIATED ENTITIES. Tenant may, without the prior consent of
Landlord, assign this Lease to an affiliated entity; provided that an assignment
to an "affiliated entity" shall be permitted only so long as the assignee
remains an affiliated entity. Tenant shall nevertheless give Landlord prompt
notice of such an assignment, which shall include the information specified in
Section 15.2. The provisions of Section 15.3 shall not apply to this type of
assignment. An assignment, even if otherwise permitted by the above language,
shall be deemed prohibited if not made for a good faith business purpose. For
purposes of this Lease, "an affiliated entity" shall mean a partnership,
corporation, or limited liability company over which the owners of Tenant or
Tenant has legal control, the purchaser of substantially all of Tenant's assets,
or the surviving entity in a merger involving Tenant. An assignment pursuant to
this Section shall not release Tenant from its obligations under this Lease.

         16.  DEFAULT/REMEDIES.

         16.1. TENANT DEFAULT. The following events (the "Events of Default")
shall each constitute a default by the Tenant:

         (A) If Tenant timely fails to pay any sum due Landlord under the Lease,
which failure shall continue for a period of five (5) business days after
written notice to Tenant: or

         (B) If Tenant shall fail to perform any non-monetary term, condition,
covenant or agreement of this Lease which continues for a period of thirty (30)
days after written notice to Tenant (except that if the default cannot be
reasonably cured within that period, Tenant shall not be in default so long as
Tenant promptly and diligently pursues the cure and is not otherwise in
default); or

         (C) If Tenant (or, if Tenant is a partnership, if any partner of
Tenant) shall file a petition in bankruptcy, make any assignment for the benefit
of its creditors, or admit in writing its inability to pay its debts generally
as they become due; if any court of competent jurisdiction shall enter a decree
or order adjudicating it bankrupt or insolvent; or if any trustee or receiver
for Tenant or for any substantial part of its property be appointed or if any
person shall file a petition for involuntary bankruptcy against Tenant and such
appointment or petition shall not be stayed or vacated within sixty (60) days of
entry thereof; or

         (D) If Tenant's interest in this Lease or the Premises shall be
subjected to any attachment, levy or sale pursuant to any order or decree
entered against Tenant in any legal proceeding and the order or decree shall not
be vacated within thirty (30) days of its entry; or

         (E) If Landlord, with reasonable cause, on more than two (2) occasions
in any twelve (12) month period, gives notice to Tenant of default under
subparagraphs (A) or (B) above, notwithstanding Tenant's subsequent cure of the
noticed defaults within the allowable periods.

         16.2.  REMEDIES UPON DEFAULT.

         (A) Upon the occurrence of any Event of Default, Landlord, with or
without terminating this Lease, immediately or at any time thereafter, shall
have the right, at its option, to utilize any one or more of the following
remedies:

                  (i) Landlord may make any payment required of Tenant and/or
         re-enter the Premises and correct or repair any condition which shall
         constitute a failure on Tenant's part to keep or perform. Tenant shall
         reimburse Landlord for any reasonable expenditures made by Landlord in
         making the payment and/or corrections or repairs within fifteen (15)
         days after delivery of a statement to Tenant accompanied by reasonable
         documentation supporting the demand.

                 (ii) Landlord may demand in writing that Tenant vacate the
         Premises. Tenant shall vacate the Premises and remove all its property
         within ten (10) business days of Tenant's receipt of the notice,
         whereupon Landlord shall have the right to re-enter and take possession
         of the Premises.

<PAGE>

                (iii) INTENTIONALLY OMITTED

                 (iv) Landlord may re-enter the Premises and remove Tenant and
         all of Tenant's property.

                  (v) Landlord may re-let all or any portion of the Premises for
         such time, rent, and other terms and conditions as Landlord, in its
         sole discretion, may deem advisable. Landlord may make any alterations
         or repairs to the Premises which it may deem necessary or proper to
         facilitate the reletting. Tenant shall pay all commercially reasonable
         costs of the reletting including the commercially reasonable cost of
         any alterations or repairs to the Premises. If this Lease shall have
         not been terminated by Landlord, Tenant shall continue to pay all
         charges due from Tenant under this Lease up to and including the date
         of beginning of payment of rent by any subsequent tenant of part or all
         of the Premises, and thereafter Tenant shall pay monthly during the
         remainder of the Term the difference, if any, between the rent
         collected from any subsequent tenant or tenants and the rent reserved
         in this Lease. In no event shall Tenant be entitled to receive any
         excess of any rents collected by Landlord over the rents due from it.

                  (vi) Landlord may terminate this Lease without notice or
         demand to vacate the Premises. This Lease shall be deemed to have been
         terminated by Landlord only upon Landlord's written notice of
         termination. Upon termination Landlord shall nevertheless remain
         entitled to recover from Tenant all sums provided for in subparagraph
         (v) above as if the Lease were not terminated.

         (B) In the event of any re-entry of the Premises by Landlord pursuant
to any of the provisions of this Lease, Tenant waives all claims for damages
which may be caused by that re-entry except those claims arising from the
Landlord's gross negligence or willful misconduct. Tenant shall reimburse the
Landlord for any and all losses, costs, expenses (including legal expenses and
reasonable attorney's fees), and damages suffered by Landlord by reason of its
re-entry, removal and/or storage of Tenant's property. No re-entry shall be
considered or construed to be a forcible entry.

         (C) Upon any breach of this Lease, regardless of whether that breach
is, or becomes, an Event of Default, Landlord shall be reimbursed for any and
all commercially reasonable expenses incurred by Landlord, including legal
expenses and reasonable attorney fees, in enforcing the terms and provisions of
this Lease.

         16.3. LANDLORD'S DEFAULT. Should Landlord breach any of its duties or
obligations to Tenant and, in the case of a monetary default, the breach
continues for five (5) business days after written notice is given to Landlord,
or in the case of a non-monetary default, the breach continues for thirty (30)
days (or such longer period of time as it may reasonably take to cure provided
Landlord promptly and diligently pursues the cure and is not otherwise in
default) after written notice of the breach is given to Landlord, Tenant may
take such action as is reasonably necessary to cure the breach. In this event,
Landlord shall, upon demand (accompanied by reasonable documentation supporting
the demand) reimburse the Tenant for expenses reasonably incurred by Tenant in
curing Landlord's breach, including legal expenses and reasonable attorney fees.
If Landlord shall fail to promptly reimburse Tenant, Tenant may withhold or
abate its rental payment due to the extent of the unreimbursed expenses. In the
event of any dispute about Tenant's right to abate or withhold rent or other
sums payable to Landlord under this Section, Tenant must deposit the disputed
amounts in escrow in an interest-bearing account with a national bank in
Raleigh, North Carolina, conditioned on resolution of the dispute by a final,
nonappealable court order or by mutual written agreement of Landlord and Tenant.
Any interest earned shall be paid to the party entitled to the escrowed funds
and any fees of the escrow agent shall be paid by the party not entitled to the
escrowed funds. Regardless of the outcome or resolution of the dispute, no Event
of Default with respect to the subject matter of the dispute shall be deemed to
have occurred so long as the disputed amounts are deposited in escrow by Tenant.

         17.  SUBORDINATION/ATTORNMENT/ESTOPPEL.

         17.1. SUBORDINATION. Depending on the requirements of the then
beneficiary of any deed of trust which is a lien against the Building (the
"Lender"), this Lease and the rights of Tenant will either be subordinate or
superior to the lien of that deed of trust (the "Deed of Trust") whether the
Deed of Trust is currently a lien on the Premises or subsequently becomes a lien
on the Premises. No further agreements or documents shall be required to render
this Lease and the Tenant's rights subordinate or superior to the Deed of Trust.
Should Lender request, Tenant will execute an agreement making this Lease
superior or subordinate, as the case may be. Should Tenant fail to deliver the
document within five (5) business days of Lender's request, such shall be deemed
an Event of Default without any further notice to Tenant. At Tenant's request
and expense, Landlord shall assist Tenant in obtaining a

<PAGE>

non-disturbance agreement in recordable form providing in substance that
Tenant's tenancy shall not be disturbed nor affected by any default under the
Deed of Trust provided that Tenant is not in default beyond applicable cure
periods under any of the Lease terms.

         17.2. ATTORNMENT. In the event Landlord's interest in the Premises
passes to a successor (the "Successor") by sale, lease, foreclosure, or in any
other manner, Tenant shall be bound to the Successor under all of the terms of
this Lease for the balance of the Term, with the same force and effect as if the
Successor were the Landlord under the Lease. Tenant, by this Lease, attorns to
the Successor as its landlord and no further documents shall be required to
effectuate the attornment. Provided Successor becomes legally bound to Tenant in
respect of all of Landlord's duties and obligations, Landlord shall have no
further liability under the Lease and Tenant shall look solely to the Successor
for any subsequent performance due by Landlord. Any attornment agreement
required of Tenant shall include language to the effect that Tenant's tenancy
shall not be disturbed nor affected by any default under the Deed of Trust
provided that Tenant is not in default beyond applicable cure periods under any
of the Lease terms and shall otherwise be reasonably acceptable to the Tenant.

         17.3. ESTOPPEL CERTIFICATE. Within ten (10) business days of each
request, Tenant agrees to execute estoppel certificates setting forth the facts
with respect to its date of occupancy, the Term, the amount of rent due and date
to which rent is paid, whether or not it has any defense or offsets to the
enforcement of the Lease, its knowledge of any default or breach by Landlord,
and whether or not this Lease is in full force and effect inclusive of all
modifications and/or amendments, copies of which Tenant shall attach to the
estoppel certificate. Should Tenant fail to deliver the document within ten (10)
business days of Lender's request, such shall be deemed an Event of Default
without any further notice to Tenant.

         17.4. LANDLORD'S ASSIGNMENT. If Tenant is notified of Landlord's
assignment of this Lease as security for a Deed of Trust and of the name and
address of the Lender, Tenant shall not terminate or cancel this Lease for any
default by Landlord without first giving notice of its intention to do so to the
Lender (the notice to describe in reasonable detail the nature and extent of the
default) and affording the Lender the same opportunity (i.e., period of time) to
cure the default as given the Landlord under the terms of this Lease.

         18. COVENANT OF TITLE AND QUIET ENJOYMENT. Landlord covenants and
warrants to Tenant that Landlord has full right and lawful authority to enter
into this Lease for the Term and that, provided Tenant is not in default beyond
any applicable cure period, Tenant's quiet and peaceable enjoyment of the
Premises shall not be disturbed by anyone claiming through Landlord.

         19.  RULES AND REGULATIONS.

         19.1. TENANT'S OBLIGATIONS. Tenant agrees to be bound by the use and
other restrictions imposed by the Declaration of Covenants, Conditions, and
Restrictions for Keystone Technology Park recorded at Book 2305, Page 555,
Durham County Registry, (the "Restrictive Covenants"). Tenant also agrees to be
bound by the rules and regulations attached as Schedule G and by any further
rules and regulations or amendments and modifications as may, from time to time,
be made by Landlord deemed reasonably necessary for the preservation of good
order, safety, care, cleanliness and economical management of the Premises
(together with the Restrictive Covenants, the "Rules & Regulations").

         19.2. CHANGES. Notwithstanding the above to the contrary: (a) Tenant
shall be provided with written notice of any change in the Rules & Regulations
restricting its use of the Premises; (b) Tenant shall be required to comply with
only those Rules & Regulations which are applicable to all tenants in the
Building; and (c) no change in the Rules & Regulations shall be made that would
materially and adversely affect Tenant's ability to use the Premises for
Tenant's Permitted Use or would conflict with the terms of this Lease.

         20. EASEMENTS, RESTRICTIONS AND RIGHTS-OF -WAY. The Premises are leased
subject to all easements, restrictions and rights-of-way legally affecting the
Premises, including, but not limited to the Restrictive Covenants. Landlord
represents that, to the best of its knowledge, as of the Lease Date, neither
these easements, restrictions, and rights-of-way, nor applicable zoning laws,
prohibits the use of the Premises for Tenant's Permitted Use.

         21. LANDLORD'S RIGHT OF ENTRY. Landlord shall have the right to enter
and to grant temporary licenses to enter the Premises at any time and for such
lengths of time as Landlord shall deem reasonable to inspect

<PAGE>

the Premises, to exhibit the Premises to prospective tenants or purchasers, to
make alterations or repairs to the Premises or to the Building, for any purpose
which Landlord shall deem necessary for the operation and maintenance of the
Building and the general welfare and comfort of its tenants, or to abate any
condition which constitutes a violation of any covenant or condition of this
Lease. These entries by Landlord shall not in any manner affect Tenant's
obligations and covenants under this Lease and shall not of itself, without
affirmative proof of Landlord's negligence, render Landlord liable for any loss
of or damage to the Tenant's property. Except in the case of emergencies or
default: (i) Landlord shall attempt to give Tenant reasonable prior oral or
written notice of entry; (ii) entries shall be during business hours; and (iii)
any persons entering the Premises on behalf of Landlord shall be accompanied by
one of Tenant's employee.

         22. LANDLORD'S LIABILITY. Notwithstanding anything to the contrary in
this Lease, in the event of any breach by Landlord or failure of Landlord to
perform any of its obligations, neither Landlord nor its Managing Agent shall
have any personal liability except to the extent of rental income, proceeds of
sale, insurance proceeds, condemnation proceeds and the like received by the
exculpated party from the Building after the entry of a judgment against the
Landlord in favor of Tenant and Tenant shall otherwise look solely to Landlord's
interest in the Building for satisfaction.

         23. IDENTITY OF INTEREST. The execution of this Lease or the
performance of any act pursuant to its provisions shall not be deemed or
construed to have the effect of creating between Landlord and Tenant the
relationship of principal or agent, or of a partnership or joint venture.

         24. BROKER. Tenant warrants that it has had no dealings with any broker
in connection with the negotiations or execution of this Lease other than the
Brokers. Landlord shall be solely responsible for any commissions due Brokers or
other brokers contacted by or used by it in connection with the negotiations or
execution of this Lease. Tenant agrees to indemnify Landlord and hold Landlord
harmless from and against any and all cost, expense, or liability for
commissions or other compensation or charges claimed by any broker or agent
acting for Tenant with respect to this Lease other than the Brokers.

         25. FORCE MAJEURE. In the event Landlord or Tenant shall be delayed,
hindered or prevented from the performance of any act required under this Lease
(other than the payment of money) by reason of governmental restrictions,
scarcity of labor or materials, strikes, or any other reasons beyond its
reasonable control, the performance of the act shall be excused for the period
of delay, and the period for the performance of the act shall be extended for
the period necessary to complete performance after the end of the period of the
delay.

         26. ATTORNEY FEES. In the event that any legal action or any other
action is brought to enforce this Lease, the unsuccessful party in the
proceeding shall pay to the successful party the costs of the action, including
reasonable attorney's fees. "Reasonable Attorneys Fees" shall be deemed to be
those fees actually charged based upon time actually spent at customary and
reasonable charges normally incurred for those type of services, as opposed to
any statutory presumption which may then be in effect. This obligation shall
survive a termination of the Lease.

         27.  HAZARDOUS SUBSTANCES.

         27.1. HAZARDOUS SUBSTANCES. As used in this Lease, the term "Hazardous
Substances", shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, polychlorinated biphenyes (PCBs), chemicals
known to cause cancer or reproductive toxicity, pollutants, contaminants,
hazardous wastes, toxic substances or related materials, petroleum and petroleum
products and substances declared to be hazardous or toxic under any law or
regulation now or hereafter enacted or promulgated by any governmental
authority. As used in this Lease, the term "Environmental Laws", shall include
any federal, state, or municipal law, ordinance, or regulation, now or
subsequently enacted, relating to the existence, use, generation, storage,
transportation, or disposal of Hazardous Substances and/or other environmental
conditions.

<PAGE>

         27.2.  TENANT'S RESTRICTIONS.

         27.2.1. Tenant shall not cause or permit to occur:

                 (a) Any violation of any Environmental Laws on, under, or
                     about the Premises, or arising from Tenant's use or
                     occupancy of the Premises, including but not limited to,
                     soil and ground water conditions; or

                 (b) Except in strict compliance with all applicable
                     Environmental Laws, the use, generation, release,
                     manufacture, refining production, processing, storage, or
                     disposal of any Hazardous Substance on, under, or about
                     the Premises, or the transportation to or from the
                     Premises of any Hazardous Substance.

         27.2.2. Tenant shall, at Tenant's own expense: (a) comply with all
Environmental Laws; and (b) make all submissions to, provide all information
required by, and comply with all requirements of all governmental authorities
(the "Authorities") under the Environmental Laws arising in connection with its
obligations under this Section.

         27.2.3. Should any Authority or any third party demand that a cleanup
plan be prepared and that a cleanup be undertaken because of any deposit, spill,
discharge, or other release of Hazardous Substances that occurs at any time from
Tenant's use or occupancy of the Premises, then Tenant shall, at Tenant's own
expense, prepare and submit the required plans and all related bonds and other
financial assurances; and Tenant shall carry out all such cleanup plans.

         27.3. INDEMNIFICATION. Tenant shall indemnify, defend, and hold
harmless Landlord, the Managing Agent, and their respective officers, directors,
beneficiaries, shareholders, members, agents, and employees from all fines,
suits procedures, claims, and actions of every kind, and all costs associated
therewith (including reasonable attorneys' and consultants' fees) arising out of
or in any way connected with any deposit, spill, discharge, or other release of
Hazardous Substances that occurs at or from the Premises during the Term of this
Lease, or which arises at any time from Tenant's use or occupancy of the
Premises or from Tenant's failure to provide all information, make all
submissions, and take all steps required by all Authorities under the
Environmental Laws. Tenant's obligations and liabilities under this Section
shall survive the termination of this Lease. These provisions relating to
Tenant's environmental indemnification obligations shall not apply to events:
(i) which occur at any time as a direct result of the acts or omissions of the
Landlord, its employees, agents, contractors, successors or assigns; (ii) which
arise out of and are directly caused by events occurring before Tenant took
possession of the Premises; (iii) which occur after the Landlord, its employees,
agents, contractors, successors or assigns have regained possession of the
Premises; or (iv) which arise out of acts attributable to parties other than
Tenant or its employees, agents, contractors, or invitees. The burden of proving
the applicability of an exception to Tenant's indemnification obligation shall
be on the Tenant.

         28.  ARBITRATION.

         28.1. PROCEDURE. If a dispute under this Lease is not resolved by the
parties within any applicable grace period or time to cure provided, either
party may give notice to the other of its desire to arbitrate the dispute, in
which event the dispute shall be settled by binding arbitration by the American
Arbitration Association in accord with its then-prevailing rules. The
arbitration hearing shall be held in Raleigh, North Carolina. Judgment upon the
arbitration award may be entered in any court having jurisdiction. The
arbitrators shall have no power to change the Lease provisions. Both parties
shall continue performing their Lease obligations pending the award in the
arbitration proceeding. The arbitrators shall award the prevailing party
reasonable expenses and costs, including reasonable attorneys' fees, plus
interest on the amount due at the Interest Rate.

         28.2. PAYMENT. The losing party shall pay to the prevailing party the
amount of the final arbitration award. If payment is not made within ten (10)
business days after the date of the arbitration award, then, in addition to any
remedies under the law: (a) If Landlord is the prevailing party, it shall have
the same remedies as it has for an Event of Default; (b) If Tenant is the
prevailing party, it may deduct any remaining unpaid award from its monthly
payment of Base Rent, Additional Rent, or other charges otherwise due Landlord.

         29. EFFECT OF TERMINATION. Upon a termination of the Lease, neither
party shall have any further obligations under the Lease except as to: (a) those
obligations which have accrued on or before the date of termination and remain
unsatisfied; (b) the indemnification obligations set out in the Lease; and/or
(c) any obligations which are expressly provided to survive a termination of the
Lease.

<PAGE>

         30.  MISCELLANEOUS.

         30.1. INTEREST. Any sums due to be paid by either party to or for the
benefit of the other which are not paid when due shall bear interest from the
due date to the date of payment at the Interest Rate.

         30.2. NOTICES. Notices and written consents required under this
Agreement shall be in writing and shall either be: (a) personally served (deemed
received on receipt of delivery); (b) delivered by a nationally recognized
overnight express delivery service (deemed received the next business day); or
(c) posted by certified United States Mail, postage prepaid, return receipt
requested (deemed received three (3) business days after posting); or (d)
delivered via telecopier or facsimile transmission (deemed received on receipt
of transmission), provided, however, that if such communication is given via
telecopier or facsimile transmission, an original counterpart of such
communication shall concurrently be sent in either manner specified above. Each
document shall be addressed/transmitted as set out in the Term Sheet or at such
other address/facsimile number as may from time to time be designated in writing
in accordance with this Subsection. Notices may be given on behalf of any party
by that party's legal counsel.

         30.3. RECORDING. This Lease shall not be recorded, but a memorandum of
it may, at the expense of the recording party, be prepared and recorded in the
County where the Premises are located. The memorandum shall contain only that
information as is necessary to provide adequate record notice of the existence
of the Lease, including the parties, the Term, the Premises and whether options
to renew or purchase exist.

         30.4. ADDITIONAL ACTS. Each party will execute and deliver all other
additional and necessary instruments and documents and do all other acts and
things as may be reasonably necessary to more fully effectuate this Lease.

         30.5. ENTIRE AGREEMENT. This Lease (including the Term Sheet and all
attached Schedules) shall constitute the entire agreement of the parties. All
prior agreements between the parties, whether oral or written, are merged into
this document and shall be of no force and effect. This Lease cannot be changed,
modified or discharged other than by a written agreement signed by the party
against whom enforcement of the change, modification or discharge is sought.

         30.6. BINDING EFFECT. Each and all of the covenants terms, provisions
and agreements of this document shall be binding upon and inure to the benefit
of the parties and, to the extent permitted by this Lease, their respective
heirs, executors, administrators, legal representatives, successors and assigns.

         30.7. CONSTRUCTION. No provision of this Lease shall be construed
against or interpreted to the disadvantage of any party by any court or other
governmental or judicial authority by reason of that party's having or being
deemed to have prepared or imposed that provision. Wherever from the context it
appears appropriate, each term stated in either the singular or plural shall
include the singular and plural, and pronouns stated in either the masculine,
the feminine or the neuter gender shall include the masculine, feminine and
neuter.

         30.8. COUNTERPARTS. This Lease may be executed in any number of
counterparts with the same effect as if all parties had all signed the same
document. All counterparts shall be construed together and shall constitute one
agreement.

         30.9. WAIVER. The delay or failure of either party to seek redress for
violation of or to insist upon the strict performance of any covenant or
condition of this Lease shall not prevent a prior or subsequent act, which would
have originally constituted a violation, from having the effect of an original
violation. Any waiver by a party of any breach or default by the other must be
in writing and will be effective only to the extent specifically set forth in
that writing.

         30.10. HEADINGS. The headings in this Lease are inserted for
convenience and identification only and are not intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any of its
provisions.

         30.11. SEVERABILITY. Every provision of this Lease is intended to be
severable. If any term or provision is illegal or invalid for any reason
whatsoever, that illegality or invalidity shall not affect the validity of the
remainder of the Lease.

         30.12. GOVERNING LAW/JURISDICTION. This Agreement shall be governed by
its terms and the laws of the State of North Carolina. The parties agree that
this Agreement shall be deemed executed and completed in North Carolina, that
this Agreement shall be performed in North Carolina, and, except where
arbitration is specifically

<PAGE>

provided for in this Lease, that the courts of North Carolina shall have
jurisdiction over any disputes as to the terms of this Agreement. By the
signatures below, the parties consent to personal jurisdiction by the courts of
North Carolina and further, waive any objection thereto. Venue shall be Wake
County, North Carolina, and service of process may be made by certified mail,
return receipt requested, addressed to the party at the address noted in this
document.

         30.13. TIME. Time is of the essence in connection with each and every
provision of this Lease. If any time period under this Lease ends on a Saturday,
Sunday, or any day on which the state courts of Durham County, North Carolina
are closed, that time period shall be extended until the next business day.

         31. ADDITIONAL LEASE PROVISIONS. Additional provisions of this Lease
are contained in the Schedules attached which are incorporated by this
reference. These additional provisions shall control if in conflict with any of
the foregoing provisions of this Lease.

         IN WITNESS WHEREOF, the undersigned have executed, sealed and delivered
this Agreement as of the date first above written.

LANDLORD:                                   TENANT:

TECHNOLOGY IX, LLC                          LARSCOM, INCORPORATED
a N.C. Limited Liability Company            a Delaware Corporation

BY:                                         BY:
   ------------------------------
             Manager                               Name/Title:
Date:                                       Date: _____________________________



                                   SCHEDULE B

                      KEYSTONE TECHNOLOGY PARK BUILDING IX
                      SHELL BUILDING OUTLINE SPECIFICATIONS

BUILDING SIZE:
- 75,257 SF gross (drip line to drip line)
- 71,599 SF net useable space
- Clear ceiling height 14'-0

SITEWORK:
- Site landscaping commensurate with an RTP area business park
- Clear and grade
- Storm drainage
- Water and sewer
- Curb & gutter and asphalt pavement, including parking specified in the lease
- Walks at perimeter of building

BUILDING ELEVATIONS:
- 9'-0 high storefronts with 1'-6 high exterior drywall (texture paint) header
- Architectural Spandrel Panels which are 3/4" deep
- Drywall soffits
- Scuppers and downspouts
- Overall height of the building is 20' 6"
- Spandrel panels are texture painted
- Round (1'-6") concrete columns with texture painted finish

<PAGE>

FLOOR SLAB FOUNDATIONS:
- Footings are 1'-0 below finish floor
- Lug at storefronts are; 1'-4" deep and 1'-0 wide
- 5" slab with a 4" stone base
- All concrete is 3,000 PSI
- Soil treatment is included
- 6 x 6 10/10 wire mesh
- All control joints are saw cut
- No joint filler

ARCHITECTURAL TILT PANELS:
- Panels are 5 1/2" thick concrete (3,000 PSI)
- Reinforced with steel
- 3/4" deep reveals
- A11 panels are textured finish
- All panel joints are caulked

STRUCTURAL AND MISCELLANEOUS STEEL:
- Joist and girder roof support
- Tubular columns
- Type 'B', primer painted, roof deck
- Tilt panels are load bearing
- 1 ea. roof access ladder
- Dock stairs

ROOFING:
- Roof insulation to be 2" - R=14.3, Polyisocyanorate loose laid over metal deck
- Ballasted (stone #4) 0.045 black EPDW system
- l0 year manufacture's warranty
- Parapet walls to have termination bar

STOREFRONT SYSTEM:
- 2 1/4" x 4 1/2" thermally broken clear anodized
- 1" grey insulated glass
- Head receptor for top of storefront
- Factory thermally broken pan flashing for bottom of storefront system

DRYWALL AND FRAMING:
- Head of window (1'-6) and soffits to have metal framing and exterior drywall
- Drywall to be textured painted
- Insulation in head framing and on soffit

PAINTING:
- All hollow metal is painted
- All panels and drywall are painted on the exterior with a textured pair t
  (Tri-a-plex)
- Downspouts and scupper heads will be texture painted

PLUMBING:
- 6" waste line running along front quarter of building to 5'-0 outside
- Piping to be schedule 40 PVC - DWC
- 2 ea. 1" domestic feeder lines stubbed up to above storefront
- 4 ea. wall hydrants

HVAC:
- Not included

SPRINKLER:
- Starting at 1'-0 above finish floor
- 2 ea. wet pipe systems
- Ordinary hazard systems throughout

<PAGE>

- Water supply based on:
  - Static -125 PSI
  - Residual - 100 PSI
  - Flow - 1800 GPM
- Design fee included
- Phone connected sprinkler system electronic control unit

ELECTRICAL:
- 2 ea. gutters
- 200 amp house panel (480 volt)
- Soffit lights
- Alarm system with dialer
- 8 ea. wall packs

POTABLE WATER SUPPLY:
- 2" water main in ceiling joist



                                   SCHEDULE C
                               TENANT IMPROVEMENTS

         The Plans and Specifications for the Tenant Improvements shall be
mutually approved by the parties (which approval shall not be unreasonably
withheld, delayed, or conditioned.) A copy of the approved Plans and
Specifications for the Tenant Improvements shall be initialed by each party and
attached to this Lease subsequent to its execution by the parties.


                                   SCHEDULE D
                               BASE RENT SCHEDULE

<TABLE>
<CAPTION>
     LEASE YEAR           AMOUNT           INSTALLMENT AMOUNT
     <S>               <C>                 <C>
         1             $306,945.00/yr.       $ 25,578.75/mo.
         2             $314,618.63/yr.       $ 26,218.22/mo.
         3             $322,484.09/yr.       $ 26,873.67/mo.
         4             $330,546.19/yr.       $ 27,545.52/mo.
         5             $338,809.85/yr.       $ 28,234.15/mo.
         6             $347,280.09/yr.       $ 28,940.01/mo.
         7*            $355,962.10/yr.       $ 29,663.51/mo.
         8             $364,861.15/yr.       $ 30,405.10/mo.
         9             $373,982.68/yr.       $ 31,165.22/mo.
         10            $383,332.24/yr.       $ 31,944.35/mo.
         11            $392,915.55/yr.       $ 32,742.96/mo.
</TABLE>

         Base Rent for each day of the Interim Period, if applicable, shall be
the per diem equivalent of the Installment Amount for the first Lease Year
described above (the "Per Diem Rate").

* (Note: Rent from the seventh Lease Year through the eleventh Lease Year is
applicable only if Tenant timely and properly exercises the first Renewal
Option.)

                                   SCHEDULE E
                              CONSTRUCTION DEADLINE

         Landlord shall cause the Landlord Improvements and Tenant Improvements
to be Substantially Completed by the Target Commencement Date and, in any event,
by the Outside Commencement Date. Each of these dates shall automatically be
extended for the following (the "Permitted Delays"): (a) Tenant Delays
(including, but not limited to, Tenant's failure to provide Landlord with every
thing reasonably necessary, including final space

<PAGE>

plan approval by the Space Plan Approval Date, to enable Landlord to complete
the construction drawings for the Premises by the Construction Drawings
Completion Date (provided that Tenant has a minimum of five (5) business days to
review the final construction drawings), failure to approve the construction
budget for the Tenant Improvements by the Budget Approval Date, and Tenant
change orders,); (b) each day in excess of three (3) weeks, after Landlords's
application, that it takes to obtain the building permits; and (c) delays in
construction caused by weather. Notwithstanding the Lease Term Sheet or Section
2 of this Lease to the contrary, the Commencement Date shall be accelerated, on
a day for day basis for each day of delay in Substantial Completion caused by
Tenant Delays. In that event, the payment of the first month's Rent due under
this Lease shall be accompanied by payment of Rent (calculated at the Per Diem
Rate) for the period from the Commencement Date (as accelerated) through the
date of Substantial Completion. (For example, if the date of Substantial
Completion is August 30, 2000 and ten (10) of those days of delay are Tenant
Delays, the Commencement Date shall be accelerated to August 20, 2000).


                                   SCHEDULE F
                                SATELLITE ANTENNA

         Subject to the terms of this Schedule, during the Term Tenant shall
have the right to install and operate on the roof of the Building (the "Roof") a
microwave, satellite or other antenna communications system that transmits or
receives signals to or from other communications installations located off-site
(the "Satellite Antenna"). The Tenant's rights to install and operate the
Satellite Antenna are expressly subject to the following conditions:

         (a) Tenant shall give Landlord not less than thirty (30) days' advance
written notice of Tenant's intent to exercise its rights under this Schedule.
The notice shall include the plans and specs for the construction and location
of the Satellite Antenna, which shall be subject to Landlord's prior approval.
As a condition of its approval, Landlord may, in its discretion, require Tenant,
at Tenant's sole expense, to adequately screen the Satellite Antenna from view
(the design of the screening to be subject to Landlord's prior written
approval). The installation (including all structural reinforcement, framing and
waterproofing) shall be performed subject to the provisions of Section 7 of this
Lease and shall not, in any event, violate or vitiate any warranties relating to
the Roof.

         (b) Tenant, at its expense, shall be solely responsible for the
installation, operation, and maintenance of the Satellite Antenna and any
required screening and for obtaining and maintaining all operating permits and
governmental approvals and otherwise complying with all applicable legal
requirements (including any requirements of Federal Communications Commission)
relating to the Satellite Antenna. Tenant shall also promptly repair any damage
to the Roof, Building, Common Areas and/or Premises caused by the installation,
operation or maintenance of the Satellite Antenna.

         (c) The Satellite Antenna shall remain Tenant's property throughout the
Term and Tenant shall maintain full replacement value insurance to protect its
interest. Tenant shall also be responsible for any additional insurance and/or
increase in insurance premiums incurred by Landlord as a result of the
installation of the Satellite Antenna.

         (d) Tenant's access to the Roof shall be subject to such reasonable
conditions imposed by Landlord.

         (e) Tenant's rights under this Schedule shall not interfere with the
use or operation (including the reception and transmission of signals) of other
satellite antenna, microwave dishes or other communications equipment previously
installed on the Roof or otherwise interfere with the other tenants use of their
respective premises.

         (f) Landlord, at its expense (except where necessitated by any
applicable legal requirement or governmental authority, where it will be
Tenant's expense), shall have the right, on not less than five (5) days prior
written notice (except in the event of an emergency, in which event no notice
shall be required) to relocate the Satellite Antenna. Tenant shall cooperate
with Landlord in all reasonable respects relating to any such relocation.

         (g) Upon termination of the Lease, Tenant, at its sole expense, shall
remove the Satellite Antenna and any related conduits and cables and repair any
resulting damage to the Roof, Building, Common Areas and/or Premises (whether
caused by installation or removal). This obligation shall survive a termination
of the Lease.

<PAGE>

         (h) The rights granted under this Schedule are not separately
assignable; but may only be assigned in connection with a permitted assignment
of this Lease.

         Whenever Landlord's consent or approval is required under this
Schedule, Landlord agrees that such consent shall not be unreasonably withheld,
conditioned or delayed.

                                   SCHEDULE G
                              RULES AND REGULATIONS

         Tenant shall faithfully observe and comply with the following Rules and
Regulations. Landlord shall not be responsible to Tenant for the nonperformance
of any of said Rules and Regulations by or otherwise with respect to the acts or
omissions of any other tenants or occupants of the land.

         1. Tenant shall not alter any lock or install any new or additional
locks or bolts on any doors or windows of the Premises without obtaining
Landlord's prior written consent. Tenant shall bear the cost of any lock changes
or repairs required by Tenant. Two keys will be furnished by Landlord for the
Premises, and any additional keys required by Tenant must be obtained from
Landlord at a reasonable cost to be established by Landlord or, at Tenant's
option, obtained by Tenant at Tenant's expense.

         2. All doors opening to public corridors shall be kept closed at all
times except for normal ingress and egress to the Premises. The foregoing
sentence shall not be applicable to doors of the Building that are entirely
contained within the Premises.

         3. Landlord reserves the right to close and keep locked all entrance
and exit doors of the Building during such hours as are customary for comparable
buildings. Tenant, its employees, and agents must be sure that the doors to the
Building are securely closed and locked when leaving the Premises if it is after
the normal hours of business for the Building. Any tenant, its employees,
agents, or any other persons entering or leaving the Building at any time when
it is so locked, or any time when it is considered to be after normal business
hours for the Building, may be required to sign the Building register. Access to
the Building may be refused unless the person seeking access has proper
identification or has a previously arranged pass for access to the Building.
Landlord and his agents shall in no case be liable for damages for any error
with regard to the admission to or exclusion from the Building of any person. In
case of invasion, mob, riot, public excitement, or other commotion, Landlord
reserves the right to prevent access to the Building or the land during the
continuance thereof by any means it deems appropriate for the safety and
protection of life and property.

         4. All moving activity into or out of the Building and all construction
activity shall be scheduled with Landlord and done only at such time and in such
manner as Landlord designates. Landlord shall have the right to prescribe the
weight, size and position of all safes and other heavy property brought into the
Building and also the times and manner of moving the same in and out of the
Building. Safes and other heavy objects shall, if considered necessary by
Landlord, stand on supports of such thickness as is necessary to properly
distribute the weight. Landlord will not be responsible for loss of or damage to
any such safe or property in any case. Any damage to any part of the Building,
its contents, occupants or visitors by moving or maintaining any such safe or
other property shall be the sole responsibility and expense of Tenant.

         5. No furniture, packages, supplies, equipment or merchandise will be
received in the Building or carried up or down in the elevators, except between
such hours and in such specific elevator as shall be designated by Landlord.

         6. The requirements of Tenant will be attended to only upon application
at the management office for the land or at such office location designated by
Landlord. Employees of Landlord shall not perform any work or do anything
outside their regular duties unless under special instructions from Landlord.

         7. Tenant shall not disturb, solicit, or canvass any occupant of the
land and shall cooperate with Landlord and its agents of Landlord to prevent the
same.

         8. The toilet rooms, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed, and no
foreign substance of any kind whatsoever shall be thrown

<PAGE>

therein. The expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be borne by the tenant who, or whose employees or
agents, shall have caused it.

         9. Tenant shall not overload the floor of the Premises, nor mark, drive
nails or screws, or drill into the partitions, woodwork or plaster or in any way
deface the Premises or any part thereof without Landlord's prior written
consent.

         10. Except for one vending machine intended for the sole use of
Tenant's employees and invitees, no vending machine or machines other than
fractional horsepower office machines shall be installed, maintained or operated
upon the Premises without the written consent of Landlord.

         11. Except as reasonably required in connection with Tenant's customary
operations and then only in accordance with all applicable governmental rules
and regulations, Tenant shall not bring, use, or store in or on the Premises or
the Building any kerosene, gasoline or other inflammable or combustible fluid or
material or any hazardous or toxic materials, or any other materials or
substances that might pose a health or safety risk. Tenant shall not bring, or
permit any of its employees or agents to bring, firearms, ammunition or other
weapons upon the Premises or the Building.

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

         13. Except as reasonably required in connection with Tenant's customary
operations and then only in accordance with all applicable governmental rules
and regulations, Tenant shall not use, keep or permit to be used or kept, any
foul or noxious gas or substance in or on the Premises. Tenant shall not permit
or allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors, or vibrations, or interfere in any way with other tenants or those having
business therein. Landlord shall have the right to prohibit the smoking of any
tobacco products in the Building, including the Premises, and may, without any
obligation to do so, designate exclusive areas for the smoking of tobacco
products.

         14. Tenant shall not bring into or keep within the Building or the
Premises any animals, birds, bicycles or other vehicles.

         15. No cooking shall be done or permitted on the Premises, nor shall
the Premises be used for the storage of merchandise, for lodging or for any
improper, objectionable or immoral purposes. Notwithstanding the foregoing,
Underwriters' Laboratory-approved equipment and microwave ovens may be used in
the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages for employees and visitors, provided that such use is in accordance
with all applicable federal, state and city laws, codes, ordinances, rules and
regulations.

         16. Landlord will approve where and how telephone and telecommunication
wiring and cabling are to be introduced to the Premises. No boring or cutting
for wires shall be allowed without the consent of Landlord. The location of
telephone, call boxes and other office equipment affixed to the Premises shall
be subject to the approval of Landlord.

         17. Landlord reserves the right to exclude or expel from the land any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
these Rules and Regulations.

         18. Tenant, its employees and agents shall not loiter in or on the
entrances, corridors, sidewalks, lobbies, halls, stairways, elevators, or any
common areas of the Building for the purpose of smoking tobacco products or for
any other purpose, nor in any way obstruct such areas, and shall use them only
as a means of ingress and egress for the Premises.

         19. Tenant shall store all its trash and garbage within the interior of
the Premises. No material shall be placed in the trash boxes or receptacles if
such material is of such nature that it may not be disposed of in the ordinary
and customary manner of removing and disposing of trash in the vicinity of the
Building without violation of any law or ordinance governing such disposal. All
trash, garbage and refuse disposal shall be made only through entry-ways and
elevators provided for such purposes at such times as Landlord shall designate.
If the Premises is or becomes infested with vermin as a result of the use or any
misuse or neglect of the Premises by Tenant, its gents,

<PAGE>

servants, employees, contractors, visitors or licensees, Tenant shall forthwith,
at Tenant's expense, cause the Premises to be exterminated from time to time to
the satisfaction of Landlord and shall employ such licensed exterminators as
shall be approved in writing in advance by Landlord.

         20. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

         21. Tenant shall assume any and all responsibility for protecting the
Premises from theft, robbery and pilferage, which includes keeping doors locked
and other means of entry to the Premises closed.

         22. No awnings or other projection shall be attached to the outside
walls of the Building without the prior written consent of Landlord. No
curtains, blinds, shades or screens shall be attached to or hung in, or used in
connection with, any window or door of the Premises without the prior written
consent of Landlord. All electrical ceiling fixtures hung in offices or spaces
along the perimeter of the Building must be fluorescent and/or of a quality,
type, design and bulb color approved by Landlord. Tenant shall abide by
Landlord's regulations concerning the opening and closing of window coverings
which are attached to the windows in the Premises, if any, which have a view of
any interior portion of the Building or the common areas of the Building.

         23. The sashes, sash doors, skylights, windows, and doors that reflect
or admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by Tenant, nor shall any bottles,
parcels or other articles be placed on the window sills.

         24. Tenant must comply with requests by Landlord concerning the
informing of their employees of items of importance to Landlord.

         25. Tenant shall not use in any space or in the public halls of the
Building any hand trucks except those equipped with rubber tires and side guards
or such other material-handling equipment as Landlord may approve. Tenant shall
not bring any other vehicles of any kind into the Building.

         26. Without the written consent of Landlord, Tenant shall not use the
name or a likeness of the Building in connection with or in promoting or
advertising the business of Tenant except as Tenant's address.

         Subject to the terms of the Lease, Landlord reserves the right at any
time to change or rescind any one or more of these Rules and Regulations, or to
make such other and further reasonable Rules and Regulations as in Landlord's
judgment may from time to time be necessary for the management, safety, care and
cleanliness of the Premises, Building, and the land, and for the preservation of
good order therein, as well as for the convenience of other occupants and
tenants therein. Landlord may waive any one or more of these Rules and
Regulations for the benefit of any particular tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in favor
of any other tenant, nor prevent Landlord from thereafter enforcing any such
Rules or Regulations against any or all tenants of the Building. Tenant shall be
deemed to have read these Rules and Regulations and to have agreed to abide by
them as a condition of its occupancy of the Premises. Whenever Landlord's
consent is required under this Schedule, Landlord agrees that such consent shall
not be unreasonably withheld, conditioned or delayed.


                                   SCHEDULE H
                                 RENEWAL OPTION

         Provided Tenant complies with all terms and conditions of the Lease
and is not, at the time of exercise, in default, Tenant shall have an option
to renew the Lease (the "Renewal Option"), for an additional five (5) years
(the "Renewal Term"). The renewal of the Lease would be on the same terms and
conditions of this Lease except for Base Rent which shall be calculated as
provided below. If Tenant elects to exercise the Renewal Option, it shall
give written notice to Landlord at least one hundred eighty (180) days prior
to the expiration of the original five (5) year Term. Provided the Renewal
Option has been properly exercised, wherever the term "Term" appears in this
Lease, it shall include the Renewal Term.