<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                   EXHIBIT 10.16


                                 LEASE AGREEMENT
                             BASIC LEASE INFORMATION

<TABLE>
<S>                         <C>
LEASE DATE:                 April 26, 2000

LANDLORD:                   GAL-LPC STEVENSON BOULEVARD, LP,
                            a California limited partnership

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

TENANT:                     VINA TECHNOLOGIES, INC.,
                            a California corporation

TENANT'S ADDRESS:           39745 Eureka Blvd.
                            Newark, California

PREMISES:                   Approximately 51,898 rentable square feet as shown on Exhibit A

PREMISES ADDRESS:           39745 Eureka Blvd.
                            Newark, California
</TABLE>

<TABLE>
<S>                    <C>
BUILDING C:            Approximately 51,898 rentable square feet
LOT:                   APN 901-185-26
PARK: STEVENSON POINT
TECHNOLOGY PARK:       Approximately 350,311 rentable square feet
PHASE: PHASE I         Approximately 350,311 rentable square feet

</TABLE>

<TABLE>
<S>                                <C>
TERM:                              August 1, 2000 ("Commencement Date"), through
                                   July 31, 2007 ("Expiration Date")

BASE RENT (Paragraph 3):           Sixty Seven Thousand Four Hundred Sixty-Seven and 40/100 Dollars ($67,467.40) per month
                                   ($1.30/sf/month) commencing on the Commencement Date through July 31, 2001

ADJUSTMENTS TO BASE RENT:          Effective August 1, 2001, the Base Rent shall increase to $69,828.76 per month ($1.3455)
                                   Effective August 1, 2002, the Base Rent shall increase to $72,272.76 per month ($1.3926)
                                   Effective August 1, 2003, the Base Rent shall increase to $74,802.31 per month ($1.4413)
                                   Effective August 1, 2004, the Base Rent shall increase to $77,420.39 per month ($1.4918)
                                   Effective August 1, 2005, the Base Rent shall increase to $80,130.11 per month ($1.544)
                                   Effective August 1, 2006, the Base Rent shall increase to $82,934.66 per month ($1.598)

ADVANCE RENT (Paragraph 3):        Seventy Eight Thousand Seven Hundred Ninety-One and 54/100 Dollars ($78,791.54)

SECURITY DEPOSIT (Paragraph 4):    Eighty Two Thousand Nine Hundred Thirty-Four and 66/100 Dollars ($82,934.66)
</TABLE>

*TENANT'S SHARE OF OPERATING EXPENSES (Paragraph 6.1):        14.81% of the Park
*TENANT'S SHARE OF TAX EXPENSES (Paragraph 6.2):              14.81% of the Park
*TENANT'S SHARE OF COMMON AREA UTILITY COSTS (Paragraph 7.2): 14.81% of the Park
*TENANT'S SHARE OF UTILITY EXPENSES (Paragraph 7.1):          14.81% of the Park

*The amount of Tenant's Share of the expenses as referenced above shall be
subject to modification as set forth in this Lease.

PERMITTED USES (Paragraph 9):  The Premises shall be used solely for the R&D,
                               administration, testing and distribution of
                               telecommunication products and for no other
                               purposes without Landlord's prior written
                               consent, but only to the extent permitted by the
                               City of Newark and all agencies and governmental
                               authorities having jurisdiction thereof

PARKING SPACES:                Two hundred seven (207) non-exclusive and
                               non-designated spaces

BROKER (Paragraph 33):         Grubb & Ellis for Tenant
                               Grubb & Ellis for Landlord

EXHIBITS:                      Exhibit A -  Premises, Building, Lot and/or Park
                               Exhibit B -  Tenant Improvements
                               Exhibit C -  Rules and Regulations
                               Exhibit D -  Covenants, Conditions and
                                            Restrictions
                               Exhibit E -  Tenant's Initial Hazardous Materials
                                            Disclosure Certificate
                               Exhibit F -  Change of Commencement Date -
                                            Example
                               Exhibit G -  Sign Criteria (to be attached)

ADDENDA:                       Addendum 1 - Option to Extend the Lease
                               Addendum 2 - Right of First Offer

                                       1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                             PAGE
<S>                                                                                                 <C>
1.       Premises................................................................................     3

2.       Occupancy; Adjustment of Commencement Date..............................................     3

3.       Rent....................................................................................     3

4.       Security Deposit........................................................................     3

5.       Condition of Premises; Tenant Improvements..............................................     3

6.       Additional Rent.........................................................................     4

7.       Utilities and Services..................................................................     5

8.       Late Charges............................................................................     6

9.       Use of Premises.........................................................................     6

10.      Alterations; and Surrender of Premises..................................................     7

11.      Repairs and Maintenance.................................................................     8

12.      Insurance...............................................................................     8

13.      Limitation of Liability and Indemnity...................................................     9

14.      Assignment and Subleasing...............................................................    10

15.      Subordination...........................................................................    11

16.      Right of Entry..........................................................................    11

17.      Estoppel Certificate....................................................................    11

18.      Tenant's Default........................................................................    12

19.      Remedies for Tenant's Default...........................................................    12

20.      Holding Over............................................................................    13

21.      Landlord's Default......................................................................    13

22.      Parking.................................................................................    13

23.      Transfer of Landlord's Interest.........................................................    13

24.      Waiver..................................................................................    13

25.      Casualty Damage.........................................................................    14

26.      Condemnation............................................................................    15

27.      Environmental Matters/Hazardous Materials...............................................    15

28.      Financial Statements....................................................................    16

29.      General Provisions:.....................................................................    16

30.      Signs...................................................................................    18

31.      Mortgagee Protection....................................................................    18

32.      Warranties of Tenant....................................................................    18

33.      Brokerage Commission....................................................................    18

34.      Quiet Enjoyment.........................................................................    18

35.      Collateral for Performance of Lease Obligations.........................................    18

36.      Satellite Dish..........................................................................    19
</TABLE>

                                       2
<PAGE>

                             NNN TENANT IMPROVEMENTS
                                 LEASE AGREEMENT

The Basic Lease Information set forth on Page 1 and this Lease are and shall be
construed as a single instrument.

1.       PREMISES

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

2.       OCCUPANCY; ADJUSTMENT OF COMMENCEMENT DATE

         2.1      If Landlord, for any reason whatsoever, cannot deliver
possession of the Premises to Tenant on the Commencement Date in the condition
specified in Section 5 hereof, Landlord shall not be subject to any liability
nor shall the validity of the Lease be affected; provided, the Term of this
Lease and the obligation to pay Rent shall commence on the date possession is
actually tendered to Tenant or after substantial completion of the Tenant
Improvements as defined in Exhibit B and the Expiration Date shall be extended
commensurately. If the commencement date and/or the expiration date of this
Lease is other than the Commencement Date and Expiration Date specified in the
Basic Lease Information, Landlord and Tenant shall execute a written amendment
to this Lease, substantially in the form of Exhibit F hereto, wherein the
parties shall specify the actual commencement date, expiration date and the date
on which Tenant is to commence paying Rent. The word "Term" whenever used herein
refers to the initial term of this Lease and any valid extension(s) thereof.

         2.2      If Landlord permits Tenant to occupy the Premises prior to the
actual Commencement Date (which consent shall not be unreasonably withheld),
such occupancy shall be at Tenant's sole risk and subject to all the provisions
of this Lease. Additionally, Landlord shall have the right to impose additional
reasonable conditions on Tenant's early occupancy, provided however if the
Premises are made available to Tenant prior to the Commencement Date to install
their equipment or cabling, Tenant shall not be obligated to pay Rent.

3.       RENT

On the date that Tenant executes this Lease, Tenant shall deliver to Landlord
the original executed Lease, the Advance Rent (which shall be applied against
the Rent payable for the first month(s) Tenant is required to pay Rent), the
Security Deposit, and all insurance certificates evidencing the insurance
required to be obtained by Tenant under Section 12 and Exhibit B of this Lease.
Tenant agrees to pay Landlord the Base Rent, without prior notice or demand,
abatement, offset, deduction or claim, in advance at Landlord's Address on the
Commencement Date and thereafter on the first (1st) day of each month throughout
the balance of the Term of the Lease. In addition to the Base Rent, Tenant shall
pay Landlord in advance on the Commencement Date and thereafter on the first
(1st) day of each month throughout the balance of the Term of this Lease, as
Additional Rent, Tenant's Share of Operating Expenses, Tax Expenses, Common Area
Utility Costs, and Utility Expenses. The term "Rent" whenever used herein refers
to the aggregate of all these amounts. If Landlord permits Tenant to occupy the
Premises without requiring Tenant to pay rental payments for a period of time,
the waiver of the requirement to pay rental payments shall only apply to the
waiver of the Base Rent. The Rent for any fractional part of a calendar month at
the commencement or expiration or termination of the Lease Term shall be a
prorated amount of the Rent for a full calendar month based upon a thirty (30)
day month. To the extent not already paid as part of the Advance Rent any
prorated Rent shall be paid on the Commencement Date, and any prorated Rent for
the final calendar month hereof shall be paid on the first day of the calendar
month in which the date of expiration or termination occurs.

4.       SECURITY DEPOSIT

Simultaneously with Tenant's execution and delivery of this Lease, Tenant shall
deliver to Landlord, as a Security Deposit for the faithful performance by
Tenant of its obligations under this Lease, the amount specified in the Basic
Lease Information. If Tenant is in default hereunder, Landlord may, but without
obligation to do so, use all or any portion of the Security Deposit to cure the
default. Tenant shall, immediately on demand, pay to Landlord a sum equal to the
portion of the Security Deposit so applied or used to replenish the amount of
the Security Deposit held to increase such deposit to the amount initially
deposited with Landlord. At any time after Tenant has defaulted hereunder,
Landlord may require a reasonably appropriate increase in the amount of the
Security Deposit required hereunder for the then balance of the Term and Tenant
shall, immediately on demand, pay to Landlord such additional sums. As soon as
practicable however not later than thirty (30) days after the expiration or
termination of this Lease, Landlord shall return the Security Deposit to Tenant,
less such amounts as are reasonably necessary, as determined by Landlord, to
remedy Tenant's default(s) hereunder or to otherwise restore the Premises to a
clean and safe condition, reasonable wear and tear excepted. If the cost to
restore the Premises exceeds the amount of the Security Deposit, Tenant shall
promptly deliver to Landlord any and all of such excess sums. Landlord shall not
be required to keep the Security Deposit separate from other funds, and, unless
otherwise required by law, Tenant shall not be entitled to interest on the
Security Deposit. In no event or circumstance shall Tenant have the right to any
use of the Security Deposit and, specifically, Tenant may not use the Security
Deposit as a credit or to otherwise offset any payments required hereunder.

5.       CONDITION OF PREMISES; TENANT IMPROVEMENTS

         5.1      Tenant agrees to accept the Premises on the Commencement Date
as then being suitable for Tenant's intended use and in good operating order,
condition and repair in its then existing "AS IS" condition, except as otherwise
set forth in Exhibit B hereto. The Tenant Improvements (defined in Exhibit B)
shall be installed in accordance with the

                                       3
<PAGE>

terms, conditions, criteria and provisions set forth in Exhibit B. By taking
possession of the Premises, Tenant shall be deemed to have accepted the Premises
in good condition and state of repair. Tenant expressly acknowledges and agrees
that neither Landlord nor any of Landlord's agents, representatives or employees
has made any representations as to the suitability, fitness or condition of the
Premises for the conduct of Tenant's business or for any other purpose,
including without limitation, any storage incidental thereto. Any Tenant
Improvements to be constructed hereunder shall be in compliance with the
requirements of the ADA (defined below), and all costs incurred for purposes of
compliance therewith shall be a part of and included in the costs of the Tenant
Improvements. Landlord and General Contractor shall provide Tenant with any
applicable warranty provided to Landlord from any contractor, subcontractor,
supplier or manufacturer or vendor with respect to the Tenant Improvements.

         5.2      The term "Shell Improvements" as used herein shall mean and
refer to the following described improvements only: (i) the site work and
building structure, including foundations, slab on grade, roof framing, roofing,
exterior walls of the Building including exterior doors (per original shell
design) and concrete wall panels; (ii) utilities brought to a perimeter
electrical room within the Building, including electrical power with the main
meter section cabinet set and, water and sewer; (iii) gas line stubbed to a
location on the exterior of the Building (iv) fire sprinkler mains and branch
lines (per original shell design) with sprinkler heads (excluding modification
required for Tenant Improvements); and (v) pit core for elevator. Without
limiting the generality of the foregoing, the term "Shell Improvements" shall
expressly exclude all Tenant Improvements and other improvements including,
without limitation, the following: (a) underslab plumbing, (b) finish carpentry,
(c) interior doors, windows and hardware, (d) interior finishes, (e) drywall
partitions (including demising walls separating the Premises from the contiguous
space), (f) acoustic ceiling, (g) floor and window coverings, (h) casework, (i)
dock equipment, (j) plumbing, (k) electrical wiring and distribution, and
electrical panels and meters, (l) heating, ventilation and air conditioning, and
any structural improvements or engineering costs related thereto, (m) roof
screens, (n) fire sprinkler finish, (o) in-rack fire sprinklers, draft curtains,
smoke vents, hose racks and pallet racking, (p) security systems, (q) phone and
data lines, (r) insulation, (s) slab treatment, and (t) additional doors
required for Tenant's use or occupancy. Any deviation from the foregoing may
only be made by Landlord in its sole discretion.

6.       ADDITIONAL RENT

It is intended by Landlord and Tenant that this Lease be a "triple net lease."
The costs and expenses described in this Section 6 and all other sums, charges,
costs and expenses specified in this Lease other than Base Rent are to be paid
by Tenant to Landlord as additional rent (collectively, "Additional Rent").

         6.1      OPERATING EXPENSES:

                  6.1.1    DEFINITION OF OPERATING EXPENSES. Tenant shall pay to
Landlord Tenant's Share of all Operating Expenses as Additional Rent. The term
"Operating Expenses" as used herein shall mean the total amounts paid or payable
by Landlord in connection with the ownership, management, maintenance, repair
and operation of the Premises and the other portions of the Project. These
Operating Expenses may include, but are not limited to, Landlord's cost of: (i)
repairs to, and maintenance of, the roof membrane, the non-structural portions
of the roof and the non-structural elements of the perimeter exterior walls of
the Building; (ii) maintaining the outside paved area, landscaping and other
common areas of the Park. The term "Common Areas" shall mean all areas and
facilities within the Park exclusive of the Premises and the other portions of
the Park leasable exclusively to other tenants. The Common Areas include, but
are not limited to, interior lobbies, mezzanines, parking areas, access and
perimeter roads, sidewalks, rail spurs (if any), and landscaped areas; (iii)
annual insurance premium(s) insuring against personal injury and property damage
(including, if Landlord elects, "all risk" or "special purpose" coverage) and
all other insurance, including, but not limited to, earthquake and flood for the
Project, rental value insurance against loss of Rent for a period of at least
nine (9) months commencing on the date of loss, and subject to the provisions of
Section 25 below, any deductible; (iv) (a) modifications and/or new improvements
to any portion of the Project occasioned by any rules, laws or regulations
effective subsequent to the Lease Date; (b) reasonably necessary replacement
improvements to any portion of the Project after the Commencement Date; and (c)
new improvements to the Project that reduce operating costs or improve
life/safety conditions, all of the foregoing as reasonably determined by
Landlord, in its sole but reasonable discretion; provided, if such costs are of
a capital nature, then such costs or allocable portions thereof shall be
amortized on a straight-line basis over the estimated useful life of the capital
item or fifteen (15) years whichever is shorter, as reasonably determined by
Landlord, together with reasonable interest on the amortized balance; (v) the
management and administration of any and all portions of the Project, including,
without limitation, a property management fee not to exceed three percent (3%)
of Rent, accounting, auditing, billing, postage, salaries and benefits for
clerical and supervisory employees, whether located on the Project or off-site,
payroll taxes and legal and accounting costs and all fees, licenses and permits
related to the ownership, operation and management of the Project; (vi)
preventative maintenance and repair contracts including, but not limited to,
contracts for elevator systems (if any) and heating, ventilation and air
conditioning systems, lifts for disabled persons, if Landlord elects to so
procure; (vii) security and fire protection services for any portion of the
Project, if and to the extent, in Landlord's sole discretion, such services are
provided; (viii) the creation and modification of any rail spur or track
agreements, licenses, easements or other similar undertakings with respect to
the Project; (ix) supplies, materials, equipment, rental equipment and other
similar items used in the operation and/or maintenance of the Project and any
reasonable reserves established for replacement or repair of any Common Area
improvements or equipment; (x) any and all levies, charges, fees and/or
assessments payable to any applicable owner's association or similar body; (xi)
any barrier removal work or other required improvements, alterations or work to
any portion of the Project generally required under the ADA (defined below) (the
"ADA Work"); provided, if such ADA Work is required under the ADA due to
Tenant's use of the Premises or any Alteration (defined below) made to the
Premises by or on behalf of Tenant, then the cost of such ADA Work shall be
borne solely by Tenant and shall not be included as part of the Operating
Expenses; and (xii) the repairs and maintenance items set forth in Section 11.2
below.

                  6.1.2    OPERATING EXPENSE EXCLUSIONS. Notwithstanding
anything to the contrary contained herein, for purposes of this Lease, the term
"Operating Expenses" shall not include the following: (i) costs (including
permit, license, and inspection fees) incurred in renovating, improving,
decorating, painting, or redecorating vacant space or space for other tenants
within the Project; (ii) costs incurred because Landlord or another tenant
actually violated the terms and conditions of any lease for premises within the
Project; (iii) legal and auditing fees (other than those fees reasonably
incurred in connection with the maintenance and operation of all or any portion
the Project), leasing commissions, advertising expenses, and other costs
incurred in connection with the original leasing of the Project or future
re-leasing of any portion of the Project; (iv) depreciation of the Building or
any other improvements situated within the Project; (v) any items for which
Landlord is actually reimbursed by insurance or by direct reimbursement by any
other tenant of the Project; (vi) costs of repairs or other work necessitated by
fire, windstorm or other casualty (excluding any

                                       4
<PAGE>

deductibles) and/or costs of repair or other work necessitated by the exercise
of the right of eminent domain to the extent insurance proceeds or a
condemnation award, as applicable, is actually received by Landlord for such
purposes; provided, such costs of repairs or other work shall be paid by the
parties in accordance with the provisions of Sections 25 and 26, below; (vii)
other than any interest charges for capital improvements referred to in Section
6.1.1(iv) hereinabove, any interest or payments on any financing for the
Building, the Phase or the Project, interest and penalties incurred as a result
of Landlord's late payment of any invoice (provided that Tenant pays Tenant's
Share of Operating Expenses and Tax Expenses to Landlord when due as set forth
herein), and any bad debt loss, rent loss or reserves for same; (viii) costs
associated with the investigation and/or remediation of Hazardous Materials
(hereafter defined) present in, on or about any portion of the Project, unless
such costs and expenses are the responsibility of Tenant as provided in Section
27 hereof, in which event such costs and expenses shall be paid solely by Tenant
in accordance with the provisions of Section 27 hereof; (ix) Landlord's cost for
the repairs and maintenance items set forth in Section 11.3, below; (x) overhead
and profit increment paid to Landlord or to subsidiaries or affiliates of
Landlord for goods and/or services in the Project to the extent the same exceeds
the costs of such by unaffiliated third parties on a competitive basis; or any
costs included in Operating Expenses representing an amount paid to a person,
firm, corporation or other entity related to Landlord which is in excess of the
amount which would have been paid in the absence of such relationship; and (xi)
any payments under a ground lease or master lease.

         6.2      TAX EXPENSES: Tenant shall pay to Landlord Tenant's Share of
all real property taxes applicable to the Project. Prior to delinquency, Tenant
shall pay any and all taxes and assessments levied upon Tenant's Property
(defined below in Section 10) located or installed in or about the Premises by,
or on behalf of Tenant. To the extent any such taxes or assessments are not
separately assessed or billed to Tenant, then Tenant shall pay the amount
thereof as invoiced by Landlord. Tenant shall also reimburse and pay Landlord,
as Additional Rent, within ten (10) days after demand therefor, one hundred
percent (100%) of (i) any increase in real property taxes attributable to any
and all Alterations (defined below in Section 10), Tenant Improvements,
fixtures, equipment or other improvements of any kind whatsoever placed in, on
or about the Premises for the benefit of, at the request of, or by Tenant, and
(ii) taxes and assessments levied or assessed upon or with respect to the
possession, operation, use or occupancy by Tenant of the Premises or any other
portion of the Project. The term "Tax Expenses" shall mean and include, without
limitation, any form of tax and assessment (general, special, supplemental,
ordinary or extraordinary), commercial rental tax, payments under any
improvement bond or bonds, license fees, license tax, business license fee,
rental tax, transaction tax or levy imposed by any authority having the direct
or indirect power of tax (including any city, county, state or federal
government, or any school, agricultural, lighting, drainage or other improvement
district thereof) as against any legal or equitable interest of Landlord in the
Premises or any other portion of the Project or any other tax, fee, or excise,
however described, including, but not limited to, any value added tax, or any
tax imposed in substitution (partially or totally) of any tax previously
included within the definition of real property taxes, or any additional tax the
nature of which was previously included within the definition of real property
taxes. The term "Tax Expenses" shall not include any franchise, estate,
inheritance, net income, or excess profits tax imposed upon Landlord, or a
penalty fee imposed as a result of Landlord's failure to pay Tax Expenses when
due.

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

         6.4      ANNUAL RECONCILIATION: By May 31st of each calendar year, or
as soon thereafter as reasonably possible, Landlord shall furnish Tenant with an
accounting of actual and accrued Operating Expenses and Tax Expenses. Within
thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to
Landlord the amount of any underpayment. Notwithstanding the foregoing, failure
by Landlord to give such accounting by such date shall not constitute a waiver
by Landlord of its right to collect any underpayment by Tenant at any time.
Landlord shall credit the amount of any overpayment by Tenant toward the next
estimated monthly installment(s) falling due, or where the Term of the Lease has
expired, refund the amount of overpayment to Tenant as soon as possible
thereafter however no later than thirty (30) days. If the Term of the Lease
expires prior to the annual reconciliation of expenses Landlord shall have the
right to reasonably estimate Tenant's Share of such expenses, and if Landlord
determines that there has been an underpayment, Landlord may deduct such
underpayment from Tenant's Security Deposit. Failure by Landlord to accurately
estimate Tenant's Share of such expenses or to otherwise perform such
reconciliation of expenses shall not constitute a waiver of Landlord's right to
collect any of Tenant's underpayment at any time during the Term of the Lease or
at any time after the expiration or earlier termination of this Lease.

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

7.       UTILITIES AND SERVICES

Tenant shall pay the cost of all (i) water, sewer use, sewer discharge fees and
sewer connection fees, gas, electricity, telephone, telecommunications, cabling
and other utilities billed or metered separately to the Premises and (ii) refuse
pickup and janitorial service to the Premises. Utility Expenses, Common Area
Utility Costs and all other sums and charges set forth in this Section 7 are
considered part of Additional Rent.

         7.1      UTILITY EXPENSES: For any such utility fees, use charges, or
similar services that are not billed or metered separately to Tenant, including
without limitation, water and sewer charges, and garbage and waste disposal
(collectively, "Utility Expenses"), Tenant shall pay to Landlord Tenant's Share
of Utility Expenses. If Landlord reasonably determines that Tenant's Share of
Utility Expenses is not commensurate with Tenant's use of such services, Tenant
shall pay to Landlord the amount which is attributable to Tenant's use of the
utilities or similar services, as reasonably

                                       5
<PAGE>

estimated and determined by Landlord, based upon factors such as size of the
Premises and intensity of use of such utilities by Tenant such that Tenant shall
pay the portion of such charges reasonably consistent with Tenant's use of such
utilities and similar services. If Tenant disputes any such estimate or
determination, then Tenant shall either pay the estimated amount or cause the
Premises to be separately metered at Tenant's sole expense. Tenant shall also
pay Tenant's Share of any assessments, charges, and fees included within any tax
bill for the Lot on which the Premises are situated, including without
limitation, entitlement fees, allocation unit fees, sewer use fees, and any
other similar fees or charges.

         7.2      COMMON AREA UTILITY COSTS: Tenant shall pay to Landlord
Tenant's Share of any Common Area utility costs, fees, charges and expenses
(collectively, "Common Area Utility Costs"). Tenant shall pay to Landlord
one-twelfth (1/12th) of the estimated amount of Tenant's Share of the Common
Area Utility Costs on the Commencement Date and thereafter on the first (1st)
day of each month throughout the balance of the Term of this Lease. Any
reconciliation thereof shall be substantially in the same manner as set forth in
Section 6.4 above.

         7.3      MISCELLANEOUS: Tenant acknowledges that the Premises may
become subject to the rationing of utility services or restrictions on utility
use as required by a public utility company, governmental agency or other
similar entity having jurisdiction thereof. Tenant agrees that its tenancy and
occupancy hereunder shall be subject to such rationing restrictions as may be
imposed upon Landlord, Tenant, the Premises, or other portions of the Project,
and Tenant shall in no event be excused or relieved from any covenant or
obligation to be kept or performed by Tenant by reason of any such rationing or
restrictions. If permitted by applicable Laws, Landlord shall have the right at
any time and from time to time during the Term of this Lease to either contract
for service from a different company or companies (each such company referred to
as an "Alternate Service Provider") other than the company or companies
presently providing electricity service for the Project (the "Electric Service
Provider") or continue to contract for service from the Electric Service
Provider, at Landlord's sole discretion. Tenant agrees to cooperate with
Landlord, the Electric Service Provider, and any Alternate Service Provider at
all times and, as reasonably necessary, shall allow Landlord, the Electric
Service Provider, and any Alternate Service Provider reasonable access to the
Building's electric lines, feeders, risers, wiring, and any other machinery
within the Premises.

8.       LATE CHARGES

Any and all sums or charges set forth in this Section 8 are considered part of
Additional Rent. Tenant acknowledges that late payment (the fifth day of each
month or any time thereafter) by Tenant to Landlord of Rent and all other sums
due hereunder, will cause Landlord to incur costs not contemplated by this
Lease. Such costs may include, without limitation, processing and accounting
charges, and late charges that may be imposed on Landlord by the terms of any
note secured by any encumbrance against the Premises, and late charges and
penalties due to the late payment of real property taxes on the Premises.
Therefore, if any installment of Rent or any other sum payable by Tenant is not
received by Landlord within five (5) days of when due, Tenant shall promptly pay
to Landlord a late charge, as liquidated damages, in an amount equal to seven
and one-half percent (7.5%) of such delinquent amount plus interest on such
delinquent amount at the rate equal to the prime rate plus three percent (3%)
for every month or portion thereof that such sums remain unpaid. Notwithstanding
the foregoing, Landlord waives the late charge for the first three (3) instances
during the Term of this Lease in which Tenant fails to timely pay Rent. If
Tenant delivers to Landlord a check for which there are not sufficient funds,
Landlord may require Tenant to replace such check with a cashier's check for the
amount of such check and all other charges payable hereunder. The parties agree
that this late charge and the other charges referenced above represent a fair
and reasonable estimate of the costs that Landlord will incur by reason of such
late payment by Tenant, excluding attorneys' fees and costs. Acceptance of any
late charge or other charges shall not constitute a waiver by Landlord of
Tenant's default with respect to the delinquent amount, nor prevent Landlord
from exercising any of the other rights and remedies available to Landlord for
any other breach of Tenant under this Lease. If a late charge becomes payable
for three (3) installments of Rent within any twelve month period, then
Landlord, at Landlord's sole option, can either require the Rent be paid
quarterly in advance or be paid monthly in advance by cashier's check or by
electronic funds transfer.

9.       USE OF PREMISES

         9.1      COMPLIANCE WITH LAWS, RECORDED MATTERS, AND RULES AND
REGULATIONS: The Premises are to be used solely for the purposes and uses
specified in the Basic Lease Information and for no other uses or purposes
without Landlord's prior written consent. Landlord's consent shall not be
unreasonably withheld or delayed so long as the proposed use (i) does not
involve the use of Hazardous Materials other than as expressly permitted under
the provisions of Section 29 below, (ii) does not require any additional parking
spaces, and (iii) is compatible and consistent with the other uses then being
made in the Project and in other similar types of buildings in the vicinity of
the Project, as reasonably determined by Landlord. The use of the Premises by
Tenant and its employees, representatives, agents, invitees, licensees,
subtenants, customers or contractors (collectively, "Tenant's Representatives")
shall be subject to, and at all times in compliance with, (a) any and all
applicable laws, rules, codes, ordinances, statutes, orders and regulations as
same exist from time to time throughout the Term of this Lease (collectively,
the "Laws"), including without limitation, the requirements of the Americans
with Disabilities Act, a federal law codified at 42 U.S.C. 12101 et seq.,
including, but not limited to Title III thereof, all regulations and guidelines
related thereto and all requirements of Title 24 of the State of California
(collectively, the "ADA"), (b) any and all documents, instruments, licenses,
restrictions, easements or similar instruments, conveyances or encumbrances
which are at any time, and from time to time, required to be made by or given by
Landlord in any manner relating to the initial development of the Project and/or
the construction from time to time of any additional buildings or other
improvements in the Project, including without limitation any Tenant
Improvements (collectively (and specifically those attached as Exhibit D hereto
dated _________________), the "Development Documents"), (c) any and all
documents, easements, covenants, conditions and restrictions, and similar
instruments, together with any and all amendments and supplements thereto made
from time to time each of which has been or hereafter is recorded in any
official or public records with respect to the Premises or any other portion of
the Project (collectively, the "Recorded Matters"), and (d) any and all rules
and regulations set forth in Exhibit C hereto, any other reasonable rules and
regulations promulgated by Landlord now or hereafter enacted relating to parking
and the operation of the Premises and/or any other part of the Project and any
and all rules, restrictions and/or regulations imposed by any applicable owners
association or similar entity or body (collectively, the "Rules and
Regulations") provided, none of the Recorded Matters which are subsequently
recorded after the Lease Date shall materially and adversely affect Tenant's
use. Landlord reserves to itself the right, from time to time, to grant, without
the consent of Tenant, such easements, rights and dedications that Landlord
deems reasonably necessary, and to cause the recordation of parcel or
subdivision maps and/or restrictions, so long as such easements, rights,
dedications, maps and restrictions, as applicable, do not materially and
adversely interfere with Tenant's operations in the Premises. Tenant agrees to
sign any documents reasonably requested by Landlord to effectuate any such
easements, rights, dedications, maps or

                                       6
<PAGE>

restrictions. Tenant agrees to, and does hereby, assume full and complete
responsibility to ensure that the Premises, including without limitation, the
Tenant Improvements, are in compliance with all applicable Laws throughout the
Term of this Lease. Additionally, Tenant shall be solely responsible for the
payment of all costs, fees and expenses associated with any modifications,
improvements or other Alterations to the Premises and/or any other portion of
the Project occasioned by the enactment of, or changes to, any Laws arising from
Tenant's particular use of the Premises or Alterations or other improvements
made to the Premises regardless of when such Laws became effective. Tenant shall
not initiate, submit an application for, or otherwise request, any land use
approvals or entitlements with respect to the Premises or any other portion of
the Project, including without limitation, any variance, conditional use permit
or rezoning, without first obtaining Landlord's prior written consent thereto,
which consent may be given or withheld in Landlord's sole discretion.

         9.2      PROHIBITION ON USE: Tenant shall not use the Premises or
permit anything to be done in or about the Premises nor keep or bring anything
therein which will in any way increase the existing rate of or affect any policy
of fire or other insurance upon the Building or any of its contents, or cause a
cancellation of any insurance policy. No auctions may be held or otherwise
conducted in, on or about any portion of the Premises or the Project without
Landlord's prior written consent thereto. Tenant shall not do or permit anything
to be done in or about the Premises which will in any way obstruct or interfere
with the rights of Landlord or other tenants or occupants of any portion of the
Project. The Premises shall not be used for any unlawful purpose. Tenant shall
not cause, maintain or permit any private or public nuisance in, on or about any
portion of the Premises or the Project, including, but not limited to, any
offensive odors, noises, fumes or vibrations. Tenant shall not damage or deface
or otherwise commit or suffer to be committed any waste in, upon or about the
Premises or any other portion of the Project. Tenant shall not place or store,
nor permit any other person or entity to place or store, any property,
equipment, materials, supplies, personal property or any other items or goods
outside of the Premises for any period of time. Tenant shall not permit any
animals, including, but not limited to, any household pets, to be brought or
kept in or about the Premises. Tenant shall not install any radio or television
antenna, satellite dish except as provided in Section 36 herein, microwave,
loudspeaker or other device on the roof or exterior walls of the Building or any
other portion of the Project. Tenant shall not interfere with radio,
telecommunication, or television broadcasting or reception from or in the
Building or elsewhere. Tenant shall place no loads upon the floors, walls, or
ceilings in excess of the maximum designed load permitted by the applicable
Uniform Building Code or which may damage the Building or outside areas within
the Project. Tenant shall not place any harmful liquids in the drainage systems
or dump or store waste materials, refuse or other such materials, or allow such
materials to remain outside the Building area, except for any non-hazardous or
non-harmful materials which may be stored in refuse dumpsters.

10.      ALTERATIONS; AND SURRENDER OF PREMISES

         10.1     ALTERATIONS: Tenant shall not install any signs, fixtures,
improvements, nor make or permit any other alterations or additions
(individually, an "Alteration", and collectively, the "Alterations") to the
Premises without the prior written consent of Landlord, which consent shall not
be unreasonably withheld so long as any such Alteration does not affect the
Building systems or the structural integrity of the Premises or the Building.
Notwithstanding the foregoing, Tenant shall be permitted to install artwork,
shelving and normal office furniture, and to perform non-structural alterations
on the Premises not exceeding an aggregate of $25,000 during any calendar year
in any Building without Landlord's prior consent, provided that Tenant (i)
complies with all relevant building codes and fire, safety and other
governmental regulations and (ii) does not adversely affect the structural,
mechanical, electrical, HVAC or plumbing systems of the Premises. If any such
Alteration is expressly permitted by Landlord, Tenant shall deliver at least ten
(10) days prior notice to Landlord, from the date Tenant intends to commence
construction, sufficient to enable Landlord to post a Notice of
Non-Responsibility. In all events, Tenant shall obtain all permits or other
governmental approvals prior to commencing any of such work and deliver a copy
of same to Landlord. All Alterations shall be at Tenant's sole cost and expense,
and shall be installed by a licensed contractor (reasonably approved by
Landlord) in compliance with all applicable Laws (including, but not limited to,
the ADA), Development Documents, Recorded Matters, and Rules and Regulations.
Tenant shall keep the Premises and the property on which the Premises are
situated free from any liens arising out of any work performed, materials
furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior
to construction of any and all Alterations, cause its contractor(s) and/or major
subcontractor(s) to provide insurance as reasonably required by Landlord, and
Tenant shall provide such assurances to Landlord, including without limitation,
waivers of lien, surety company performance bonds as Landlord shall require to
assure payment of the costs thereof to protect Landlord and the Project from and
against any loss from any mechanic's, materialmen's or other liens.

         10.2     SURRENDER OF PREMISES: At the expiration of the Term or
earlier termination of this Lease, Tenant shall surrender the Premises to
Landlord (a) in good condition and repair (damage by acts of God, casualty, and
normal wear and tear excepted), but with any carpets cleaned (unless such
carpets are going to be replaced by Landlord), all floors cleaned and waxed, all
non-working light bulbs and ballasts replaced and all roll-up doors and plumbing
fixtures in good condition and working order, and (b) in accordance with the
provisions of Section 27 hereof. Normal wear and tear shall not include any
damage or deterioration that would have been prevented by proper maintenance by
Tenant, or Tenant otherwise performing all of its obligations under this Lease.
On or before the expiration or earlier termination of this Lease, (i) Tenant
shall remove all of Tenant's Property (as hereinafter defined) and Tenant's
signage from the Premises and the other portions of the Project, (ii) Landlord
has, by notice to Tenant given not later than fifteen (15) days after Tenant
submits to Landlord plans required herein for Landlord approval (except in the
event of a termination of this Lease prior to the scheduled Expiration Date, in
which event no advance notice shall be required), require Tenant, at Tenant's
expense, to remove any or all Alterations and Tenant shall remove such requested
Alterations from the Premises, and (iii) to the extent Landlord has advised
Tenant on or about the time that the Tenant Improvements were constructed and
installed in the Premises that Tenant is to remove all or portions of the items
comprising the Tenant Improvements (the "Removable TIs"), Tenant shall remove
the Removable TIs. Tenant shall repair any damage caused by such removal of the
Tenant's Property, the requested Alterations and the Removable TIs. For purposes
hereof, the term "Tenant's Property" shall mean and refer to all equipment,
trade fixtures, computer wiring and cabling (excluding wiring and cabling within
the walls), furnishings, inventories, goods and personal property of Tenant. Any
of Tenant's Property not so removed by Tenant as required herein shall be deemed
abandoned and may be stored, removed, and disposed of by Landlord at Tenant's
expense, and Tenant waives all claims against Landlord for any damages resulting
from Landlord's retention and disposition of such property; provided, however,
Tenant shall remain liable to Landlord for all costs incurred in storing and
disposing of such abandoned property of Tenant. All Tenant Improvements and
Alterations except those which Landlord requires Tenant to remove shall remain
in the Premises as the property of Landlord. If the Premises are not surrendered
at the expiration of the Term or earlier termination of this Lease, and in
accordance with the provisions of this Section 10 and Section 27 below, Tenant
shall continue to be responsible for the

                                       7
<PAGE>

payment of Rent (as the same may be increased pursuant to Section 20 below)
until the Premises are so surrendered in accordance with said provisions. Tenant
shall indemnify, defend and hold the Indemnitees (hereafter defined) harmless
from and against any and all actual damages, expenses, costs, losses or
liabilities incurred by Landlord arising from any delay by Tenant in so
surrendering the Premises.

11.      REPAIRS AND MAINTENANCE

         11.1     TENANT'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for those
portions of the Building to be maintained by Landlord, as provided in Sections
11.2 and 11.3 below, Tenant shall, at its sole cost and expense, keep and
maintain all parts of the Premises and such portions of the Building and
improvements as are within the exclusive control of Tenant in good, clean and
safe condition and repair, promptly making all necessary repairs and
replacements, whether ordinary or extraordinary, with materials and workmanship
of the same character, kind and quality as the original thereof, all of the
foregoing to the reasonable satisfaction of Landlord including, but not limited
to, repairing any damage caused by Tenant or any of Tenant's Representatives and
replacing any property so damaged by Tenant or any of Tenant's Representatives.
Without limiting the generality of the foregoing, Tenant shall be solely
responsible for promptly maintaining, repairing and replacing (a) all mechanical
systems, heating, ventilation and air conditioning systems serving the Premises,
unless maintained by Landlord, (b) all plumbing work and fixtures, (c)
electrical wiring systems, fixtures and equipment exclusively serving the
Premises, (d) all interior lighting (including, without limitation, light bulbs
and/or ballasts) and exterior lighting exclusively serving the Premises or
adjacent to the Premises, (e) all glass, windows, window frames, window
casements, skylights, interior and exterior doors, door frames and door closers,
(f) all roll-up doors, ramps and dock equipment, including without limitation,
dock bumpers, dock plates, dock seals, dock levelers and dock lights, (g) all
tenant signage, (h) lifts for disabled persons serving the Premises, (i)
sprinkler systems, fire protection systems and security systems, except to the
extent maintained by Landlord, and (j) all partitions, fixtures, equipment,
interior painting, interior walls and floors, and floor coverings of the
Premises and every part thereof (including, without limitation, any demising
walls contiguous to any portion of the Premises). Additionally, Tenant shall be
solely responsible for performance of the regular removal of trash and debris.
Tenant shall have no right of access to or right to install any device on the
roof of the Building nor make any penetrations of the roof of the Building
without the express prior written consent of Landlord, which shall not be
unreasonably withheld or delayed.

         11.2     MAINTENANCE BY LANDLORD: Subject to the provisions of Section
11.1, and further subject to Tenant's obligation under Section 6 to reimburse
Landlord, in the form of Additional Rent, for Tenant's Share of the cost and
expense of the following described items, Landlord agrees to repair and maintain
the following items: fire protection services; the roof and roof coverings
(provided that Tenant installs no additional air conditioning or other equipment
on the roof that damages the roof coverings, in which event Tenant shall pay all
costs relating to the presence of such additional equipment); the plumbing and
mechanical systems serving the Building, excluding the plumbing, mechanical and
electrical systems exclusively serving the Premises; any rail spur and rail
crossing; exterior painting of the Building; and the parking areas, pavement,
landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting
systems in the Common Areas. Notwithstanding anything in this Section 11 to the
contrary, Landlord shall have the right to either repair or to require Tenant to
repair any damage to any portion of the Premises and any other portion of the
Project caused by or created due to any act, omission, negligence or willful
misconduct of Tenant or any of Tenant Representatives and to restore the
Premises and the other affected portions of the Project, as applicable, to the
condition existing prior to the occurrence of such damage. If Landlord elects to
perform such repair and restoration work, Tenant shall reimburse Landlord upon
demand for all costs and expenses incurred by Landlord in connection therewith.
Tenant shall promptly report, in writing, to Landlord any defective condition
known to it which Landlord is required to repair, and failure to so report any
such defect shall make Tenant responsible to Landlord for any liability incurred
by Landlord by reason of such condition.

         11.3     LANDLORD'S REPAIRS AND MAINTENANCE OBLIGATIONS: Subject to the
provisions of Sections 11.1, 25 and 26, and except for repairs rendered
necessary by the intentional or negligent acts or omissions of Tenant or any of
Tenant's Representatives, Landlord agrees, at Landlord's sole cost and expense,
to (a) keep in good repair the structural portions of the floors, foundations
and exterior perimeter walls of the Building (exclusive of glass and exterior
doors), and (b) replace the structural portions of the roof of the Building
(excluding the roof membrane), provided however Landlord shall provide for
Tenant's benefit the roof warranty Landlord receives from Landlord's roofing
contractor for the initial twenty-four (24) months of the Lease. Such warranty
shall not include Landlord's cost of preventative maintenance which shall be
subject to the provisions of Section 6.1 herein.

         11.4     TENANT'S FAILURE TO PERFORM REPAIRS AND MAINTENANCE
OBLIGATIONS: If Tenant refuses or neglects to repair and maintain the Premises
and the other areas properly as required herein and to the reasonable
satisfaction of Landlord, Landlord may, but without obligation to do so, at any
time make such repairs or maintenance without Landlord having any liability to
Tenant for any loss or damage that may accrue to Tenant's Property or to
Tenant's business by reason thereof, except to the extent any damage is caused
by the willful misconduct or gross negligence of Landlord or its authorized
agents and representatives. If Landlord makes such repairs or maintenance, upon
completion thereof Tenant shall pay to Landlord, as Additional Rent, Landlord's
costs and expenses incurred therefor. The obligations of Tenant hereunder shall
survive the expiration of the Term of this Lease or the earlier termination
thereof. Tenant hereby waives any right to repair at the expense of Landlord
under any applicable Laws now or hereafter in effect with respect to the
Premises.

12.      INSURANCE

         12.1     TYPES OF INSURANCE: Tenant shall maintain in full force and
effect at all times during the Term of this Lease, at Tenant's sole cost and
expense, for the protection of Tenant and Landlord, as their interests may
appear, policies of insurance issued by a carrier or carriers reasonably
acceptable to Landlord and its lender (which afford the following coverages: (i)
worker's compensation and employer's liability, as required by law; (ii)
commercial general liability insurance (occurrence form) providing coverage
against any and all claims for bodily injury and property damage occurring in,
on or about the Premises arising out of Tenant's and Tenant's Representatives'
use or occupancy of the Premises. Such insurance shall include coverage for
blanket contractual liability, fire damage, premises, personal injury, completed
operations and products liability. Such insurance shall have a combined single
limit of not less than Two Million Dollars ($2,000,000) per occurrence with a
Three Million Dollar ($3,000,000) aggregate limit and excess/umbrella insurance
in the amount of Three Million Dollars ($3,000,000). If Tenant has other
locations which it owns or leases, the policy shall include an aggregate limit
per location endorsement; (iii) comprehensive automobile liability insurance
with a combined single limit of at least $1,000,000 per occurrence for claims
arising out of any company owned automobiles; (iv) "all risk" or "special
purpose" property insurance, including without limitation, sprinkler leakage,
covering damage to

                                       8
<PAGE>

or loss of any of Tenant's Property and the Tenant Improvements located in, on
or about the Premises, and in addition, coverage for flood, earthquake, and
business interruption of Tenant, together with, if the property of any of
Tenant's invitees, vendors or customers is to be kept in the Premises,
warehouser's legal liability or bailee customers insurance for the full
replacement cost of the property belonging to such parties and located in the
Premises. Such insurance shall be written on a replacement cost basis (without
deduction for depreciation) in an amount equal to one hundred percent (100%) of
the full replacement value of the aggregate of the items referred to in this
clause (iv); and (v) such other insurance or higher limits of liability as is
then customarily required for similar types of buildings within the general
vicinity of the Project or as may be reasonably required by any of Landlord's
lenders.

         12.2     INSURANCE POLICIES: Insurance required to be maintained by
Tenant shall be written by companies (i) licensed to do business in the State of
California, (ii) domiciled in the United States of America, and (iii) having a
"General Policyholders Rating" of at least A:X (or such higher rating as may be
required by a lender having a lien on the Premises) as set forth in the most
current issue of "A.M. Best's Rating Guides." Any deductible amounts under any
of the insurance policies required hereunder shall not exceed Five Thousand
Dollars ($5,000). Tenant shall deliver to Landlord certificates of insurance and
true and complete copies of any and all endorsements required herein for all
insurance required to be maintained by Tenant hereunder at the time of execution
of this Lease by Tenant. Tenant shall, at least fifteen (15) days prior to
expiration of each policy, furnish Landlord with certificates of renewal or
"binders" thereof. Each certificate shall expressly provide that such policies
shall not be cancelable or otherwise subject to material modification except
after thirty (30) days prior written notice to the parties named as additional
insureds as required in this Lease (except for cancellation for nonpayment of
premium, in which event cancellation shall not take effect until at least ten
(10) days' notice has been given to Landlord). Tenant shall have the right to
provide insurance coverage which it is obligated to carry pursuant to the terms
of this Lease under a blanket insurance policy, provided such blanket policy
expressly affords coverage for the Premises and for Landlord as required by this
Lease.

         12.3     ADDITIONAL INSUREDS AND COVERAGE: Each of Landlord, Landlord's
property management company or agent, and Landlord's lender(s) having a lien
against the Premises or any other portion of the Project shall be named as
additional insureds or loss payees (as applicable) under all of the policies
required in Section 12.1(ii) and, with respect to the Tenant Improvements, in
Section 12.1(iv) hereof. Additionally, all of such policies shall provide for
severability of interest. All insurance to be maintained by Tenant shall, except
for workers' compensation and employer's liability insurance, be primary,
without right of contribution from insurance maintained by Landlord. Any
umbrella/excess liability policy (which shall be in "following form") shall
provide that if the underlying aggregate is exhausted, the excess coverage will
drop down as primary insurance. The limits of insurance maintained by Tenant
shall not limit Tenant's liability under this Lease. It is the parties'
intention that the insurance to be procured and maintained by Tenant as required
herein shall provide coverage for any and all damage or injury arising from or
related to Tenant's operations of its business and/or Tenant's or Tenant's
Representatives' use of the Premises and any of the areas within the Project.
Notwithstanding anything to the contrary contained herein, to the extent
Landlord's cost of maintaining insurance with respect to the Building and/or any
other buildings within the Project is increased as a result of Tenant's acts,
omissions, Alterations, improvements, use or occupancy of the Premises, Tenant
shall pay one hundred percent (100%) of, and for, each such increase as
Additional Rent.

         12.4     FAILURE OF TENANT TO PURCHASE AND MAINTAIN INSURANCE: If
Tenant fails to obtain and maintain the insurance required herein throughout the
Term of this Lease, Landlord may, but without obligation to do so, purchase the
necessary insurance and pay the premiums therefor. If Landlord so elects to
purchase such insurance, Tenant shall promptly pay to Landlord as Additional
Rent, the amount so paid by Landlord, upon Landlord's demand therefor. In
addition, Landlord may recover from Tenant and Tenant agrees to pay, as
Additional Rent, any and all losses, damages, expenses and costs which Landlord
may sustain or incur by reason of Tenant's failure to obtain and maintain such
insurance.

         12.5     WAIVER OF SUBROGATION: Landlord and Tenant hereby mutually
waive their respective rights of recovery against each other for any loss of, or
damage to, either parties' property to the extent that such loss or damage is
insured by an insurance policy required to be in effect at the time of such loss
or damage. Each party shall obtain any special endorsements, if required by its
insurer, whereby the insurer waives its rights of subrogation against the other
party. This provision is intended to waive fully, and for the benefit of the
parties hereto, any rights and/or claims which might give rise to a right of
subrogation in favor of any insurance carrier.

13.      LIMITATION OF LIABILITY AND INDEMNITY

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

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

                                       9
<PAGE>

14.      ASSIGNMENT AND SUBLEASING

         14.1     PROHIBITION: Tenant shall not, without the prior written
consent of Landlord, assign, mortgage, hypothecate, encumber, grant any license
or concession, pledge or otherwise transfer this Lease or any interest herein,
permit any assignment or other such transfer of this Lease or any interest
hereunder by operation of law, sublet the Premises or any part thereof, or
permit the use of the Premises by any persons other than Tenant and Tenant's
Representatives (all of the foregoing are sometimes referred to collectively as
"Transfers" and any person to whom any Transfer is made or sought to be made is
sometimes referred to as a "Transferee"). No consent to any Transfer shall
constitute a waiver of the provisions of this Section 14. All Transfers may be
made only with the prior written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed but any such Transfer shall be
subject to the provisions and requirements of this Section 14.

         14.2     REQUEST FOR CONSENT: If Tenant seeks to make a Transfer,
Tenant shall notify Landlord, in writing, and deliver to Landlord at least
thirty (30) days (but not more than one hundred eighty (180) days) prior to the
proposed commencement date of the Transfer (the "Proposed Effective Date") the
following information and documents (the "Tenant's Notice"): (i) a description
of the portion of the Premises to be transferred (the "Subject Space"); (ii) all
of the terms of the proposed Transfer including without limitation, the Proposed
Effective Date, the name and address of the proposed Transferee, and a copy of
the existing or proposed assignment, sublease or fully executed letter of intent
by the parties governing the proposed Transfer; (iii) current financial
statements of the proposed Transferee certified by an officer, member, partner
or owner thereof, and any such other information as Landlord may then reasonably
require, including without limitation, to the extent then readily available,
audited financial statements for the previous two (2) most recent consecutive
fiscal years; (iv) the Plans and Specifications (defined below), if any; and (v)
such other information as Landlord may then reasonably require. Tenant shall
give Landlord the Tenant's Notice by registered or certified mail addressed to
Landlord at Landlord's Address specified in the Basic Lease Information. Within
fifteen (15) days after Landlord's receipt of the Tenant's Notice (the "Landlord
Response Period") Landlord shall notify Tenant, in writing, of its determination
with respect to such requested proposed Transfer and the election to recapture
as set forth in Section 14.5 below. If Landlord does not elect to recapture
pursuant to the provisions of Section 14.5 hereof and Landlord does consent to
the requested proposed Transfer, Tenant may thereafter assign its interests in
and to this Lease or sublease all or a portion of the Premises to the same party
and on the same terms as set forth in the Tenant's Notice. If Landlord fails to
respond to Tenant's Notice within Landlord's Response Period, then, after Tenant
delivers to Landlord fifteen (15) days written notice (the "Second Response
Period") and Landlord fails to respond thereto prior to the end of the Second
Response Period, the proposed Transfer shall then be deemed approved by
Landlord.

         14.3     CRITERIA FOR CONSENT: Tenant acknowledges and agrees that,
among other circumstances for which Landlord could reasonably withhold consent
to a proposed Transfer, it shall be reasonable for Landlord to withhold its
consent where (a) Tenant is or has been in default of its obligations under this
Lease beyond applicable notice and cure periods, (b) the use to be made of the
Premises by the proposed Transferee is prohibited under this Lease or differs
from the uses permitted under this Lease, (c) the proposed Transferee or its
business is subject to compliance with additional requirements of the ADA beyond
those requirements which are applicable to Tenant, unless the proposed
Transferee shall (1) first deliver plans and specifications for complying with
such additional requirements (the "Plans and Specifications") and obtain
Landlord's written consent thereto, and (2) comply with all Landlord's
conditions contained in such consent, (d) the proposed Transferee does not
intend to occupy a substantial portion of the Premises assigned or sublet to it,
(e) Landlord reasonably disapproves of the proposed Transferee's business
operating ability or history, reputation or creditworthiness or the character of
the business to be conducted by the proposed Transferee at the Premises, (f) the
proposed Transferee is a governmental agency or unit or an existing tenant in
the Project, (g) the proposed Transfer would violate any "exclusive" rights of
any occupants in the Project or cause Landlord to violate another agreement or
obligation to which Landlord is a party or otherwise subject, (h) Landlord or
Landlord's agent has shown space in the Project to the proposed Transferee or
responded to any inquiries from the proposed Transferee or the proposed
Transferee's agent concerning availability of space in the Project, at any time
within the preceding twelve (12) months, (i) Landlord otherwise determines that
the proposed Transfer would have the effect of decreasing the value of the
Building or the Project, or increasing the expenses associated with operating,
maintaining and repairing the Project, (j) either the proposed Transferee, or
any person or entity which directly or indirectly, controls, is controlled by,
or is under common control with, the proposed Transferee: (i) occupies space in
the Building at the time of the request for consent, (ii) is negotiating with
Landlord to lease space in the Building at such time, or (iii) has negotiated
with Landlord during the 12 month period immediately preceding the Tenant's
Notice, (k) the Transfer occurs during the time period between the Commencement
Date and the date that at least ninety-five percent (95%) of the rentable square
feet of the Building is leased, (l) the rent proposed to be charged by Tenant to
the proposed Transferee during the term of such Transfer, calculated using a
present value analysis, is less than ninety-five percent (95%) of the rent then
being quoted by Landlord, at the proposed time of such Transfer, for comparable
space in the Building or any other Building in the Project for a comparable
term, calculated using a present value system, or (m) the proposed Transferee
will use, store or handle Hazardous Materials (defined below) in or about the
Premises of a type, nature or quantity not then acceptable to Landlord.

         14.4     EFFECTIVENESS OF TRANSFER AND CONTINUING OBLIGATIONS: Prior to
the date on which any permitted Transfer becomes effective, Tenant shall deliver
to Landlord (i) a counterpart of the fully executed Transfer document, (ii) an
executed Hazardous Materials Disclosure Certificate substantially in the form of
Exhibit E hereto (the "Transferee HazMat Certificate"), and (iii) Landlord's
standard form of Consent to Assignment or Consent to Sublease, as applicable,
executed by Tenant and the Transferee in which each of Tenant and the Transferee
confirms its obligations pursuant to this Lease. Failure or refusal of a
Transferee to execute any such consent instrument shall not release or discharge
the Transferee from its obligation to do so or from any liability as provided
herein. The voluntary, involuntary or other surrender of this Lease by Tenant,
or a mutual cancellation by Landlord and Tenant, shall not work a merger, and
any such surrender or cancellation shall, at the option of Landlord, either
terminate all or any existing subleases or operate as an assignment to Landlord
of any or all of such subleases. Each permitted Transferee shall assume and be
deemed to assume this Lease and shall be and remain liable jointly and severally
with Tenant for payment of Rent (as to the portion assigned or subleased) and
for the due performance of, and compliance with all the terms, covenants,
conditions and agreements herein contained on Tenant's part to be performed or
complied with, for the Term of this Lease (as to the portion assigned or
subleased and for the term thereof). No Transfer shall affect the continuing
primary liability of Tenant (which, following assignment, shall be joint and
several with the assignee), and Tenant shall not be released from performing any
of the terms, covenants and conditions of this Lease. An assignee of Tenant
shall become directly liable to Landlord for all obligations of Tenant
hereunder, but no Transfer by Tenant shall relieve Tenant of any obligations or
liability under this Lease whether occurring before or after such consent,
assignment, subletting or other Transfer. The acceptance of any or all of the
Rent by Landlord from any other person (whether or not such person is an
occupant of the

                                       10
<PAGE>

Premises) shall not be deemed to be a waiver by Landlord of any provision of
this Lease or to be a consent to any Transfer. For purposes hereof, if Tenant is
a business entity, direct or indirect transfer of fifty percent (50%) or more of
the ownership interest of the entity (whether in a single transaction or in the
aggregate through more than one transaction other than the initial public
offering of Tenant's common stock or any other daily trading of Tenant's common
stock which is not the result of any extraordinary event such as a merger,
acquisition or reorganization of Tenant) shall be deemed a Transfer and shall be
subject to all the provisions hereof. Any and all options, first rights of
refusal, tenant improvement allowances and other similar rights granted to
Tenant in this Lease, if any, shall not be assignable by Tenant unless expressly
authorized in writing by Landlord. Any transfer made without Landlord's prior
written consent, shall, at Landlord's option, be null, void and of no effect,
and shall, at Landlord's option, constitute a material default by Tenant of this
Lease. As Additional Rent hereunder, Tenant shall pay to Landlord, a fee in the
amount of five hundred dollars ($500) plus Tenant shall promptly reimburse
Landlord for reasonable legal and other out-of-pocket expenses incurred by
Landlord in connection with any actual or proposed Transfer.

         14.5     RECAPTURE: If the Transfer (i) by itself or taken together
with then existing or pending Transfers covers or totals, as the case may be,
more than thirty-five percent (35%) of the rentable square feet of the Premises,
or (ii) is for a term which by itself or taken together with then existing or
pending Transfers is greater than one hundred percent (100%) of the period then
remaining in the Term of this Lease as of the time of the Proposed Effective
Date, then Landlord shall have the right, to be exercised by giving written
notice to Tenant, to recapture the Subject Space described in the Tenant's
Notice. If such recapture notice is given, it shall serve to terminate this
Lease with respect to the proposed Subject Space, or, if the proposed Subject
Space covers all the Premises, it shall serve to terminate the entire Term of
this Lease, in either case, as of the Proposed Effective Date. However, no
termination of this Lease with respect to part or all of the Premises shall
become effective without the prior written consent, where necessary, of the
holder of each deed of trust encumbering the Premises or any other portion of
the Project. If this Lease is terminated pursuant to the foregoing provisions
with respect to less than the entire Premises, the Rent shall be adjusted on the
basis of the proportion of rentable square feet retained by Tenant to the
rentable square feet originally demised and this Lease as so amended shall
continue thereafter in full force and effect.

         14.6     TRANSFER PREMIUM: If Landlord consents to a Transfer, as a
condition thereto which the Tenant hereby agrees is reasonable, Tenant shall pay
to Landlord, as Additional Rent any "Transfer Premium" received by Tenant from
such Transferee. The term "Transfer Premium" shall mean all rent, additional
rent and other consideration payable by such Transferee which either initially
or over the term of the Transfer exceeds the Rent or pro rata portion of the
Rent, as the case may be, for such space reserved in the Lease. Tenant shall pay
the Landlord monthly, as Additional Rent, at the same time as the monthly
installments of Rent are payable hereunder, fifty percent (50%) of the Transfer
Premium after deduction for actual reasonable brokerage commissions.

         14.7     WAIVER: Notwithstanding any Transfer, or any indulgences,
waivers or extensions of time granted by Landlord to any Transferee, or failure
by Landlord to take action against any Transferee, Tenant agrees that Landlord
may, at its option, proceed against Tenant without having taken action against
or joined such Transferee, except that Tenant shall have the benefit of any
indulgences, waivers and extensions of time granted to any such Transferee.

15.      SUBORDINATION

To the fullest extent permitted by law, this Lease, the rights of Tenant under
this Lease and Tenant's leasehold interest shall be subject and subordinate at
all times to: (i) all ground leases or underlying leases which may now exist or
hereafter be executed affecting the Building, the Lot, or any other portion of
the Project, and (ii) the lien of any mortgage or deed of trust which may now or
hereafter exist for which the Building, the Lot, ground leases or underlying
leases, any other portion of the Project or Landlord's interest or estate in any
of said items is specified as security. Notwithstanding the foregoing, Landlord
or any such ground lessor, mortgagee, or any beneficiary shall have the right to
require this Lease be superior to any such ground leases or underlying leases or
any such liens, mortgage or deed of trust. If any ground lease or underlying
lease terminates for any reason or any mortgage or deed of trust is foreclosed
or a conveyance in lieu of foreclosure is made for any reason, Tenant shall
attorn to and become the Tenant of the successor in interest to Landlord,
provided such successor in interest will not disturb Tenant's use, occupancy or
quiet enjoyment of the Premises if Tenant is not in material default of the
terms and provisions of this Lease. The successor in interest to Landlord
following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for
any act or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership; (b) subject to any offsets or defenses which
Tenant might have against any prior lessor; (c) bound by prepayment of more than
one (1) month's Rent, except in those instances when Tenant pays Rent quarterly
in advance pursuant to Section 8 hereof, then not more than three months' Rent;
or (d) liable to Tenant for any Security Deposit not actually received by such
successor in interest to the extent any portion or all of such Security Deposit
has not already been forfeited by, or refunded to, Tenant. Landlord shall be
liable to Tenant for all or any portion of the Security Deposit not forfeited
by, or refunded to Tenant, until and unless Landlord transfers such Security
Deposit to the successor in interest. Tenant covenants and agrees to execute
(and acknowledge if required by Landlord, any lender or ground lessor) and
deliver, within five (5) days of a demand or request by Landlord and in the form
reasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any
additional documents evidencing the priority or subordination of this Lease with
respect to any such ground leases or underlying leases or the lien of any such
mortgage or deed of trust.

16.      RIGHT OF ENTRY

Landlord and its agents shall have the right to enter the Premises at all
reasonable times, upon reasonable prior notice, for purposes of inspection,
exhibition, posting of notices, investigation, replacements, repair, maintenance
and alteration. It is further agreed that Landlord shall have the right to use
any and all means Landlord deems necessary to enter the Premises in an
emergency. Landlord shall have the right to place "for rent" or "for lease"
signs on the outside of the Premises, the Building and in the Common Areas.
Landlord shall also have the right to place "for sale" signs on the outside of
the Building and in the Common Areas. Tenant hereby waives any Claim from
damages or for any injury or inconvenience to or interference with Tenant's
business, or any other loss occasioned thereby except for any Claim for any of
the foregoing arising out of the sole active gross negligence or willful
misconduct of Landlord or its authorized representatives.

17.      ESTOPPEL CERTIFICATE

Tenant shall execute (and acknowledge if required by any lender or ground
lessor) and deliver to Landlord, within ten (10) days after Landlord provides
such to Tenant, a statement in writing certifying that this Lease is unmodified
and in full

                                       11
<PAGE>

force and effect (or, if modified, stating the nature of such modification), the
date to which the Rent and other charges are paid in advance, if any,
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the part of Landlord hereunder or specifying such defaults as are claimed, and
such other matters as Landlord may reasonably require. Any such statement may be
conclusively relied upon by Landlord and any prospective purchaser or
encumbrancer of the Building or other portions of the Project. Tenant's failure
to deliver such statement within such time shall be conclusive upon the Tenant
that (a) this Lease is in full force and effect, without modification except as
may be represented by Landlord; (b) there are no uncured defaults in Landlord's
performance; and (c) not more than one month's Rent has been paid in advance,
except in those instances when Tenant pays Rent quarterly in advance pursuant to
Section 8 hereof, then not more than three months' Rent has been paid in
advance.

18.      TENANT'S DEFAULT

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

         18.1     The abandonment of the Premises by Tenant or the vacation of
the Premises by Tenant which would cause any insurance policy to be invalidated
or otherwise lapse;

         18.2     The failure by Tenant to make any payment of Rent, Additional
Rent or any other payment required hereunder within five (5) days of the date
said payment is due;

         18.3     The failure by Tenant to observe, perform or comply with any
of the conditions, covenants or provisions of this Lease (except failure to make
any payment of Rent and/or Additional Rent) and such failure is not cured within
(i) thirty (30) days of the date on which Landlord delivers written notice of
such failure to Tenant for all failures other than with respect to (a) Hazardous
Materials (defined in Section 27 hereof), (b) Tenant making the repairs,
maintenance and replacements required under the provisions of Section 11.1
hereof, or (c) the timely delivery by Tenant of a subordination, non-disturbance
and attornment agreement (an "SNDA"), a counterpart of a fully executed Transfer
document and a consent thereto (collectively, the "Transfer Documents"), an
estoppel certificate and insurance certificates, (ii) ten (10) days of the date
on which Landlord delivers written notice of such failure to Tenant for all
failures in any way related to Hazardous Materials or Tenant failing to timely
make the repairs, maintenance or replacements required by Section 11.1, and
(iii) the time period, if any, specified in the applicable sections of this
Lease with respect to subordination, assignment and sublease, estoppel
certificates and insurance. However, Tenant shall not be in default of its
obligations hereunder if such failure (other than any failure of Tenant to
timely and properly make the repairs, maintenance, or replacements required by
Section 11.1, or timely deliver an SNDA, the Transfer Documents, an estoppel
certificate or insurance certificates, for which no additional cure period shall
be given to Tenant) cannot reasonably be cured within such thirty (30) or ten
(10) day period, as applicable, and Tenant promptly commences, and thereafter
diligently proceeds with same to completion, all actions necessary to cure such
failure as soon as is reasonably possible, but in no event shall the completion
of such cure be later than sixty (60) days after the date on which Landlord
delivers to Tenant written notice of such failure, unless Landlord, acting
reasonably and in good faith, otherwise expressly agrees in writing to a longer
period of time based upon the circumstances relating to such failure as well as
the nature of the failure and the nature of the actions necessary to cure such
failure; or

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

19.      REMEDIES FOR TENANT'S DEFAULT

         19.1     LANDLORD'S RIGHTS: In the event of Tenant's material default
under this Lease, Landlord may terminate Tenant's right to possession of the
Premises by any lawful means in which case upon delivery of written notice by
Landlord this Lease shall terminate on the date specified by Landlord in such
notice and Tenant shall immediately surrender possession of the Premises to
Landlord. In addition, the Landlord shall have the immediate right of re-entry
whether or not this Lease is terminated, and if this right of re-entry is
exercised following abandonment of the Premises by Tenant, Landlord may consider
any of Tenant's Property left on the Premises to also have been abandoned. No
re-entry or taking possession of the Premises by Landlord pursuant to this
Section 19 shall be construed as an election to terminate this Lease unless a
written notice of such intention is given to Tenant. If Landlord relets the
Premises or any portion thereof, Tenant shall be liable immediately to Landlord
for all costs Landlord incurs in reletting the Premises or any part thereof,
including, without limitation, broker's commissions, expenses of cleaning and
redecorating. (collectively, the "Reletting Costs"). Any and all of the
Reletting Costs shall be fully chargeable to Tenant and shall not be prorated or
otherwise amortized in relation to any new lease for the Premises or any portion
thereof. Reletting may be for a period shorter or longer than the remaining term
of this Lease. In no event shall Tenant be entitled to any excess rent received
by Landlord. No act by Landlord other than giving written notice to Tenant shall
terminate this Lease. Acts of maintenance, efforts to relet the Premises or the
appointment of a receiver on Landlord's initiative to protect Landlord's
interest under this Lease shall not constitute a termination of Tenant's right
to possession. So long as this Lease is not terminated, Landlord shall have the
right to remedy any default of Tenant, to maintain or improve the Premises, to
cause a receiver to be appointed to administer the Premises and new or existing
subleases and to add to the Rent payable hereunder all of Landlord's reasonable
costs in so doing, with interest at the maximum rate permitted by law from the
date of such expenditure.

         19.2     DAMAGES RECOVERABLE: If Tenant breaches this Lease and
abandons the Premises before the end of the Term, or if Tenant's right to
possession is terminated by Landlord because of a breach or default under this
Lease, then in either such case, Landlord may recover from Tenant any and all
amounts described in Section 1951.2 of the California Civil Code, including
without limitation, any amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under the Lease or which in the ordinary course of things would be likely to
result therefrom the unamortized cost of any Tenant Improvements constructed by
or on behalf of Tenant pursuant to Exhibit B hereto to the extent Landlord has
paid for such improvements, the unamortized portion

                                       12
<PAGE>

of any broker's or leasing agent's commission incurred with respect to the
leasing of the Premises to Tenant for the balance of the Term of the Lease
remaining after the date on which Tenant is in default of its obligations
hereunder, and all Reletting Costs, and the worth at the time of the award
(computed in accordance with paragraph (3) of Subdivision (a) of Section 1951.2
of the California Civil Code) of the amount by which the Rent then unpaid
hereunder for the balance of the Lease Term exceeds the amount of such loss of
Rent for the same period which Tenant proves could be reasonably avoided by
Landlord and in such case, Landlord prior to the award, may relet the Premises
for the purpose of mitigating damages suffered by Landlord because of Tenant's
failure to perform its obligations hereunder; provided, however, that even
though Tenant has abandoned the Premises following such breach, this Lease shall
nevertheless continue in full force and effect for as long as Landlord does not
terminate Tenant's right of possession, and until such termination, Landlord
shall have the remedy described in Section 1951.4 of the California Civil Code
(Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due, if Tenant has the right to
sublet or assign, subject only to reasonable limitations) and may enforce all
its rights and remedies under this Lease, including the right to recover the
Rent from Tenant as it becomes due hereunder. The "worth at the time of the
award" within the meaning of Subparagraphs (a)(1) and (a)(2) of Section 1951.2
of the California Civil Code shall be computed by allowing interest at the rate
of ten percent (10%) per annum. Tenant waives redemption or relief from
forfeiture under California Code of Civil Procedure Sections 1174 and 1179 (or
any successor or substitute statute), or under any other present or future law,
in the event Tenant is evicted or Landlord takes possession of the Premises by
reason of any default of Tenant hereunder. Tenant hereby waives for Tenant and
for all those claiming under Tenant all rights now or hereafter existing to
redeem by order or judgment of any court or by any legal process or writ,
Tenant's right of occupancy of the Premises after any termination of this Lease.

         19.3     RIGHTS AND REMEDIES CUMULATIVE: The foregoing rights and
remedies of Landlord are not exclusive; they are cumulative in addition to any
rights and remedies now or hereafter existing at law, in equity by statute or
otherwise, or to any equitable remedies Landlord may have, and to any remedies
Landlord may have under bankruptcy laws or laws affecting creditors' rights
generally. In addition to all remedies set forth above, if Tenant materially
defaults under this Lease, all options granted to Tenant hereunder shall
automatically terminate, unless otherwise expressly agreed to in writing by
Landlord.

20.      HOLDING OVER

If Tenant holds over after the expiration of the Lease Term hereof, with or
without the express or implied consent of Landlord, such tenancy shall be from
month-to-month only, and shall not constitute a renewal hereof or an extension
for any further term, and in such case Base Rent shall be payable at a monthly
rate equal to one hundred fifty percent (150%) of the greater of (i) the Base
Rent applicable during the last rental period of the Lease Term under this Lease
or (ii) the fair market rental rate for the Premises as of the commencement of
such holdover period. Such month-to-month tenancy shall be subject to every
other term, covenant and agreement contained herein. Landlord hereby expressly
reserves the right to require Tenant to surrender possession of the Premises to
Landlord as provided in this Lease upon the expiration or other termination of
this Lease. The provisions of this Section 20 shall not be deemed to limit or
constitute a waiver of any other rights or remedies of Landlord provided herein
or at law. If Tenant fails to surrender the Premises upon the termination or
expiration of this Lease, in addition to any other liabilities to Landlord
accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord
harmless from all Claims resulting from such failure, including but not limited
to, any Claims made by any succeeding tenant founded upon such failure to
surrender, and any lost profits to Landlord resulting therefrom.

21.      LANDLORD'S DEFAULT

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

22.      PARKING

Tenant may use the number of non-designated and non-exclusive parking spaces
specified in the Basic Lease Information. Landlord shall exercise reasonable
efforts to ensure that such spaces are available to Tenant for its use, but
Landlord shall not be required to enforce Tenant's right to use the same. In no
event shall Tenant or any of Tenant's Representatives park or permit any parking
of vehicles overnight.

23.      TRANSFER OF LANDLORD'S INTEREST

If there is any sale or other transfer of the Premises or any other portion of
the Project by Landlord or any of Landlord's interest therein, Landlord shall
automatically be entirely released from all liability under this Lease and
Tenant agrees to look solely to such transferee for the performance of
Landlord's obligations hereunder after the date of such transfer. A ground lease
or similar long term lease by Landlord of the entire Building or Lot, of which
the Premises are a part, shall be deemed a sale within the meaning of this
Section 23. Tenant agrees to attorn to such new owner provided such new owner
does not disturb Tenant's use, occupancy or quiet enjoyment of the Premises so
long as Tenant is not in material default of any of the provisions of this
Lease.

24.      WAIVER

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

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<PAGE>

25.      CASUALTY DAMAGE

         25.1     CASUALTY. If the Premises or any part [excluding any of
Tenant's Property, any Tenant Improvements and any Alterations installed by or
for the benefit of Tenant (collectively, the "Tenant's FF&E")] shall be damaged
or destroyed by fire or other casualty, Tenant shall give immediate written
notice thereof to Landlord. Within sixty (60) days after receipt by Landlord of
such notice, Landlord shall notify Tenant, in writing, whether the necessary
repairs can reasonably be made, as reasonably determined by Landlord: (a) within
ninety (90) days; (b) in more than ninety (90) days but in less than one hundred
eighty (180) days; or (c) in more than one hundred eighty (180) days, from the
date of such notice.

                  25.1.1   MINOR INSURED DAMAGE. If the Premises (other than the
Tenant's FF&E) are damaged only to such extent that repairs, rebuilding and/or
restoration can be reasonably completed within ninety (90) days, this Lease
shall not terminate and, provided that insurance proceeds are available and paid
to Landlord to fully repair the damage and/or Tenant otherwise voluntarily
contributes any shortfall thereof to Landlord, Landlord shall repair the
Premises to substantially the same condition that existed prior to the
occurrence of such casualty, except Landlord shall not be required to rebuild,
repair, or replace any of Tenant's FF&E. The Rent payable hereunder shall be
abated proportionately from the date and to the extent Tenant vacates the
affected portions of the Premises until any and all repairs required herein to
be made by Landlord are substantially completed but such abatement shall only be
to the extent (i) of the portion of the Premises which is actually rendered
unusable and unfit for occupancy and only during the time Tenant is not actually
using same, and (ii) Landlord receives rental abatement insurance proceeds
therefor.

                  25.1.2   INSURED DAMAGE REQUIRING MORE THAN 90 DAYS TO REPAIR.
If the Premises (other than the Tenant's FF&E) are damaged only to such extent
that repairs, rebuilding and/or restoration can be reasonably completed, as
reasonably determined by Landlord, in more than ninety (90) days but in less
than one hundred eighty (180) days, then Landlord shall have the option of: (a)
terminating the Lease effective upon making the determination of the extent of
such damage, in which event the Rent shall be abated from the date of the
occurrence of such damage, provided Tenant diligently proceeds to and
expeditiously vacates the Premises (but, in all events Tenant must vacate and
surrender the Premises to Landlord by no later than ten (10) business days
thereafter or there shall not be any abatement of Rent until Tenant so vacates
the Premises ); or (b) electing to repair the Premises to substantially the same
condition that existed prior to the occurrence of such casualty, provided
insurance proceeds are available and paid to Landlord and Tenant otherwise
voluntarily contributes any shortfall thereof to Landlord to fully repair the
damage (except that Landlord shall not be required to rebuild, repair, or
replace any of Tenant's FF&E). The Rent payable hereunder shall be abated
proportionately from the date and to the extent Tenant actually vacates the
affected portions of the Premises until any and all repairs required herein to
be made by Landlord are substantially completed but such abatement shall only be
to the extent (i) of the portion of the Premises which is actually rendered
unusable and unfit for occupancy and only during the time Tenant is not actually
using same, and (ii) Landlord receives rental abatement insurance proceeds
therefor. If Landlord fails to substantially complete such repairs within one
hundred eighty (180) days after the date on which Landlord is notified by Tenant
of the occurrence of such casualty [such 180-day period to be extended for
delays caused by Tenant or any of Tenant's Representatives ("Tenant Delays") or
any force majeure events, which events shall include, but not be limited to,
acts or events beyond Landlord's and/or its contractors' control, acts of God,
earthquakes, strikes, lockouts, riots, boycotts, casualties not caused by
Landlord or Tenant, discontinuance of any utility or other service required for
performance of the work, moratoriums, governmental delays in issuing permits,
governmental agencies and weather, and the lack of availability or shortage of
materials ("Force Majeure Delays")], Tenant may within ten (10) business days
after expiration of such one hundred eighty (180) day period (as same may be
extended), terminate this Lease by delivering written notice to Landlord as
Tenant's exclusive remedy, whereupon all rights of Tenant hereunder shall cease
and terminate ten (10) business days after Landlord's receipt of such notice and
Tenant shall immediately vacate the Premises and surrender possession thereof to
Landlord.

                  25.1.3   MAJOR INSURED DAMAGE. If the Premises (other than the
Tenant's FF&E) are damaged to such extent that repairs, rebuilding and/or
restoration cannot be reasonably completed, as reasonably determined by
Landlord, within one hundred eighty (180) days, then either Landlord or Tenant
may terminate this Lease by giving written notice within twenty (20) days after
notice from Landlord regarding the time period of repair. If either party
notifies the other of its intention to so terminate the Lease, then this Lease
shall terminate and the Rent shall be abated from the date of the occurrence of
such damage, provided Tenant diligently proceeds to and expeditiously vacates
the Premises (but, in all events Tenant must vacate and surrender the Premises
to Landlord by no later than ten (10) business days thereafter or there shall
not be any abatement of Rent until Tenant so vacates the Premises). If neither
party elects to terminate this Lease, Landlord shall promptly commence and
diligently prosecute to completion the repairs to the Premises, provided
insurance proceeds are available and paid to Landlord to fully repair the damage
or Tenant voluntarily contributes any shortfall thereof to Landlord (except that
Landlord shall not be required to rebuild, repair, or replace any of Tenant's
FF&E). During the time when Landlord is prosecuting such repairs to substantial
completion, the Rent payable hereunder shall be abated proportionately from the
date and to the extent Tenant actually vacates the affected portions of the
Premises until any and all repairs required herein to be made by Landlord are
substantially completed but such abatement shall only be to the extent (i) of
the portion of the Premises which is actually rendered unusable and unfit for
occupancy and only during the time Tenant is not actually using same, and (ii)
Landlord receives rental abatement insurance proceeds therefor.

                  25.1.4   DAMAGE NEAR END OF TERM. Notwithstanding anything to
the contrary contained in this Lease except for the provisions of Section 25.3
below, if the Premises are substantially damaged or destroyed during the last
year of then applicable term of this Lease, either Landlord or Tenant may, at
their option, cancel and terminate this Lease by giving written notice to the
other party of its election to do so within thirty (30) days after receipt by
Landlord of notice from Tenant of the occurrence of such casualty. If either
party so elects to terminate this Lease, all rights of Tenant hereunder shall
cease and terminate ten (10) days after Tenant's receipt or delivery of such
notice, as applicable, and Tenant shall immediately vacate the Premises and
surrender possession thereof to Landlord.

         25.2     DEDUCTIBLE AND UNINSURED CASUALTY. Tenant shall be responsible
for and shall pay to Landlord, as Additional Rent, the deductible amounts under
the insurance policies obtained by Landlord and Tenant under this Lease if the
proceeds of which are used to repair the Premises as contemplated in this
Section 25. Notwithstanding the foregoing, if other portions of the Building are
also damaged by said casualty and insurance proceeds are payable therefor, then
Tenant shall only pay its proportionate share of the deductible as reasonably
determined by Landlord. If any portion of the Premises is damaged and is not
fully covered by the aggregate of insurance proceeds received by Landlord and
any applicable deductible, and Tenant does not voluntarily contribute any
shortfall thereof to Landlord, or if the holder of any indebtedness secured by
the Premises requires that the insurance proceeds be applied to such

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<PAGE>

indebtedness, then Landlord or Tenant shall have the right to terminate this
Lease by delivering written notice of termination to the other party within
thirty (30) days after the date of notice to Tenant of any such event, whereupon
all rights and obligations of Tenant shall cease and terminate hereunder, except
for those obligations expressly provided for in this Lease to survive such
termination of the Lease.

         25.3     TENANT'S FAULT AND LENDER'S RIGHTS. Notwithstanding anything
to the contrary contained herein, if the Premises (other than Tenant's FF&E) or
any other portion of the Building be damaged by fire or other casualty resulting
from the intentional or negligent acts or omissions of Tenant or any of Tenant's
Representatives, (i) the Rent shall not be diminished during the repair of such
damage, (ii) Tenant shall not have any right to terminate this Lease due to the
occurrence of such casualty or damage, and (iii) Tenant shall be liable to
Landlord for the cost and expense of the repair and restoration of all or any
portion of the Building caused thereby (including, without limitation, any
deductible) to the extent such cost and expense is not covered by insurance
proceeds. Notwithstanding anything to the contrary contained herein, if the
holder of any indebtedness secured by the Premises or any other portion of the
Project requires that the insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within thirty (30) days after the date of notice
to Tenant of any such event, whereupon all rights and obligations of Tenant
shall cease and terminate hereunder, except for those obligations expressly
provided for in this Lease to survive such termination of the Lease.

         25.4     TENANT'S WAIVER. Landlord shall not be liable for any
inconvenience or annoyance to Tenant, injury to the business of Tenant, loss of
use of any part of the Premises by Tenant or loss of Tenant's Property,
resulting in any way from such damage, destruction or the repair thereof, except
that, Landlord shall allow Tenant a fair diminution of Rent during the time and
to the extent the Premises are actually unusable and unfit for occupancy and
Tenant is not using or otherwise occupying same as specifically provided above
in this Section 25. With respect to any damage or destruction which Landlord is
obligated to repair or may elect to repair, Tenant hereby waives all rights to
terminate this Lease or offset any amounts against Rent pursuant to rights
accorded Tenant by any law currently existing or hereafter enacted, including
but not limited to, all rights pursuant to the provisions of Sections 1932(2.),
1933(4.), 1941 and 1942 of the California Civil Code, as the same may be amended
or supplemented from time to time.

26.      CONDEMNATION

If twenty-five percent (25%) or more of the Premises is condemned by eminent
domain, inversely condemned or sold in lieu of condemnation for any public or
quasi-public use or purpose ("Condemned"), then Tenant or Landlord may terminate
this Lease as of the date when physical possession of the Premises is taken and
title vests in such condemning authority, and Rent shall be adjusted to the date
of termination. Tenant shall not because of such condemnation assert any claim
against Landlord or the condemning authority for any compensation because of
such condemnation, and Landlord shall be entitled to receive the entire amount
of any award without deduction for any estate of interest or other interest of
Tenant; provided, however, the foregoing provisions shall not preclude Tenant,
at Tenant's sole cost and expense, from obtaining any separate award to Tenant
for loss of or damage to Tenant's Property or for damages for cessation or
interruption of Tenant's business provided such award is separate from
Landlord's award and provided further such separate award does not diminish nor
otherwise impair the award otherwise payable to Landlord. In addition to the
foregoing, Tenant shall be entitled to seek compensation for the relocation
costs recoverable by Tenant pursuant to the provisions of California Government
Code Section 7262. If neither party elects to terminate this Lease, Landlord
shall, if necessary, promptly proceed to restore the Premises or the Building,
as applicable, to substantially its same condition prior to such partial
condemnation, allowing for the reasonable effects of such partial condemnation,
and a proportionate allowance shall be made to Tenant, as solely determined by
Landlord, for the Rent corresponding to the time during which, and to the part
of the Premises of which, Tenant is deprived on account of such partial
condemnation and restoration. Landlord shall not be required to spend funds for
restoration in excess of the amount received by Landlord as compensation
awarded.

27.      ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS

         27.1     HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE: Prior to executing
this Lease, Tenant has delivered to Landlord Tenant's executed initial Hazardous
Materials Disclosure Certificate (the "Initial HazMat Certificate"), a copy of
which is attached hereto as Exhibit E. Tenant covenants, represents and warrants
to Landlord that the information in the Initial HazMat Certificate is true and
correct and accurately describes the use(s) of Hazardous Materials which will be
made and/or used on the Premises by Tenant. Tenant shall, commencing with the
date which is one year from the Commencement Date and continuing every year
thereafter, deliver to Landlord, an executed Hazardous Materials Disclosure
Certificate ("the "HazMat Certificate") describing Tenant's then present use of
Hazardous Materials on the Premises, and any other reasonably necessary
documents as requested by Landlord. The HazMat Certificates required hereunder
shall be in substantially the form attached hereto as Exhibit E.

         27.2     DEFINITION OF HAZARDOUS MATERIALS: As used in this Lease, the
term Hazardous Materials shall mean and include (a) any hazardous or toxic
wastes, materials or substances, and other pollutants or contaminants, which are
or become regulated by any Environmental Laws; (b) petroleum, petroleum by
products, gasoline, diesel fuel, crude oil or any fraction thereof; (c) asbestos
and asbestos containing material, in any form, whether friable or non-friable;
(d) polychlorinated biphenyls; (e) radioactive materials; (f) lead and
lead-containing materials; (g) any other material, waste or substance displaying
toxic, reactive, ignitable or corrosive characteristics, as all such terms are
used in their broadest sense, and are defined or become defined by any
Environmental Law (defined below); or (h) any materials which cause or threatens
to cause a nuisance upon or waste to any portion of the Project or any
surrounding property; or poses or threatens to pose a hazard to the health and
safety of persons on the Premises, any other portion of the Project or any
surrounding property. For purposes of this Lease, the term "Hazardous Materials"
shall not include nominal amounts of ordinary household cleaners, office
supplies and janitorial supplies which are not actionable under any
Environmental Laws.

         27.3     PROHIBITION; ENVIRONMENTAL LAWS: Tenant shall not be entitled
to use or store any Hazardous Materials on, in, or about any portion of the
Premises and the Project without, in each instance, obtaining Landlord's prior
written consent thereto. If Landlord, in its sole discretion, consents to any
such usage or storage, then Tenant shall be permitted to use and/or store only
those Hazardous Materials that are necessary for Tenant's business and to the
extent disclosed in the HazMat Certificate and as expressly approved by Landlord
in writing. Any such usage and storage may only be to the extent of the
quantities of Hazardous Materials as specified in the then applicable HazMat
Certificate as expressly approved by Landlord. In all events such usage and
storage must at all times be in full compliance with any and all local, state
and federal environmental, health and/or safety-related laws, statutes, orders,
standards, courts' decisions, ordinances, rules and regulations (as interpreted
by judicial and administrative decisions), decrees, directives, guidelines,
permits or permit conditions, currently existing and as amended, enacted, issued
or adopted in the future

                                       15
<PAGE>

which are or become applicable to Tenant or all or any portion of the Premises
(collectively, the "Environmental Laws"). Tenant agrees that any changes to the
type and/or quantities of Hazardous Materials specified in the most recent
HazMat Certificate may be implemented only with the prior written consent of
Landlord, which consent may be given or withheld in Landlord's sole discretion.
Tenant shall not be entitled nor permitted to install any tanks under, on or
about the Premises for the storage of Hazardous Materials without the express
written consent of Landlord, which may be given or withheld in Landlord's sole
discretion. Landlord shall have the right at all times during the Term of this
Lease to (i) inspect the Premises, (ii) conduct tests and investigations to
determine whether Tenant is in compliance with the provisions of this Section 27
or to determine if Hazardous Materials are present in, on or about the Project,
and (iii) request lists of all Hazardous Materials used, stored or otherwise
located on, under or about any portion of the Premises and/or the Common Areas.
The cost of all such inspections, tests and investigations shall be borne by
Tenant, if Landlord reasonably determines that Tenant or any of Tenant's
Representatives are directly or indirectly responsible in any manner for any
contamination revealed by such inspections, tests and investigations. The
aforementioned rights granted herein to Landlord and its representatives shall
not create (a) a duty on Landlord's part to inspect, test, investigate, monitor
or otherwise observe the Premises or the activities of Tenant and Tenant's
Representatives with respect to Hazardous Materials, including without
limitation, Tenant's operation, use and any remediation related thereto, or (b)
liability on the part of Landlord and its representatives for Tenant's use,
storage, disposal or remediation of Hazardous Materials, it being understood
that Tenant shall be solely responsible for all liability in connection
therewith.

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

         27.5     ENVIRONMENTAL INDEMNITY: In addition to Tenant's obligations
as set forth hereinabove, Tenant agrees to, and shall, protect, indemnify,
defend (with counsel acceptable to Landlord) and hold Landlord and the other
Indemnitees harmless from and against any and all Claims (including, without
limitation, diminution in value of any portion of the Premises or the Project,
damages for the loss of or restriction on the use of rentable or usable space,
and from any adverse impact of Landlord's marketing of any space within the
Project) arising at any time during or after the Term of this Lease in
connection with or related to the use, presence, transportation, storage,
disposal, migration, removal, spill, release or discharge of Hazardous Materials
on, in or about any portion of the Project as a result of the intentional or
negligent acts or omissions of Tenant or any of Tenant's Representatives.
Neither the written consent of Landlord to the presence, use or storage of
Hazardous Materials in, on, under or about any portion of the Project nor the
strict compliance by Tenant with all Environmental Laws shall excuse Tenant from
its obligations of indemnification pursuant hereto. Tenant shall not be relieved
of its indemnification obligations under the provisions of this Section 27.5 due
to Landlord's status as either an "owner" or "operator" under any Environmental
Laws.

         27.6     SURVIVAL: Tenant's obligations and liabilities pursuant to the
provisions of this Section 27 shall survive the expiration or earlier
termination of this Lease. If it is determined by Landlord that the condition of
all or any portion of the Project is not in compliance with the provisions of
this Lease with respect to Hazardous Materials, including without limitation,
all Environmental Laws at the expiration or earlier termination of this Lease,
then Landlord may require Tenant to hold over possession of the Premises until
Tenant can surrender the Premises to Landlord in the condition in which the
Premises existed as of the Commencement Date and prior to the appearance of such
Hazardous Materials except for reasonable wear and tear, including without
limitation, the conduct or performance of any closures as required by any
Environmental Laws. The burden of proof hereunder shall be upon Tenant. For
purposes hereof, the term "reasonable wear and tear" shall not include any
deterioration in the condition or diminution of the value of any portion of the
Project in any manner whatsoever related to directly, or indirectly, Hazardous
Materials. Any such holdover by Tenant will be with Landlord's consent, will not
be terminable by Tenant in any event or circumstance and will otherwise be
subject to the provisions of Section 20 of this Lease.

28.      FINANCIAL STATEMENTS

Tenant and any permitted Transferee, for the reliance of Landlord, any lender
holding or anticipated to acquire a lien upon any portion of the Project or any
prospective purchaser of any portion of the Project within ten (10) days after
Landlord's request therefor, but not more often than once annually so long as
Tenant is not in material default of this Lease, shall deliver to Landlord the
then current audited financial statements of Tenant (including interim periods
following the end of the last fiscal year for which annual statements are
available). If audited financial statements have not been prepared, Tenant and
any permitted Transferee shall provide Landlord with unaudited financial
statements and such other information, the type and form of which are acceptable
to Landlord in Landlord's reasonable discretion, which reflects the financial
condition of Tenant and any permitted Transferee.

29.      GENERAL PROVISIONS:

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

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

         29.3     RECORDATION. Tenant shall not record this Lease or a short
form memorandum hereof.

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<PAGE>

         29.4     LANDLORD EXCULPATION. The liability of Landlord to Tenant for
any default by Landlord under the terms of this Lease shall be limited to the
actual interest of Landlord and its present or future partners or members in the
Building, and Tenant agrees to look solely to Landlord's interest in the
Building for satisfaction of any liability and shall not look to other assets of
Landlord nor seek any recourse against the assets of the individual partners,
members, directors, officers, shareholders, agents or employees of Landlord,
including without limitation, any property management company of Landlord
(collectively, the "Landlord Parties"). It is the parties' intention that
Landlord and the Landlord Parties shall not in any event or circumstance be
personally liable, in any manner whatsoever, for any judgment or deficiency
hereunder or with respect to this Lease. The liability of Landlord under this
Lease is limited to its actual period of ownership of title to the Building.

         29.5     SEVERABILITY AND GOVERNING LAW. Any provisions of this Lease
which shall prove to be invalid, void or illegal shall in no way affect, impair
or invalidate any other provisions hereof and such other provision shall remain
in full force and effect. This Lease shall be governed by, and construed in
accordance with, the laws of the State of California.

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

         29.7     ENTIRE AGREEMENT. It is understood and acknowledged that there
are no oral agreements between the parties hereto affecting this Lease and this
Lease supersedes and cancels any and all previous negotiations, arrangements,
brochures, agreements and understandings, if any, between the parties hereto or
displayed by Landlord to Tenant with respect to the subject matter thereof, and
none thereof shall be used to interpret or construe this Lease. This Lease
executed by Landlord and Tenant in connection with this Lease and dated of even
date herewith contain all of the terms, covenants, conditions, warranties and
agreements of the parties relating in any manner to the rental, use and
occupancy of the Premises, shall be considered to be the only agreement between
the parties hereto and their representatives and agents, and none of the terms,
covenants, conditions or provisions of this Lease can be modified, deleted or
added to except in writing signed by the parties hereto. All negotiations and
oral agreements acceptable to both parties have been merged into and are
included herein. There are no other representations or warranties between the
parties, and all reliance with respect to representations is based totally upon
the representations and agreements contained in this Lease. The parties
acknowledge that (i) each party and/or its counsel have reviewed and revised
this Lease, and (ii) no rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall be employed in the
interpretation or enforcement of this Lease or any amendments or exhibits to
this Lease or any document executed and delivered by either party in connection
with this Lease.

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

         29.9     NOTICES. All notices, demands, statements or communications
(collectively, "Notices") given or required to be given by either party to the
other hereunder shall be in writing, shall be sent by United States certified or
registered mail, postage prepaid, return receipt requested, or delivered
personally (i) to Tenant at the Tenant's Address set forth in the Basic Lease
Information, or to such other place as Tenant may from time to time designate in
a Notice to Landlord; or (ii) to Landlord at Landlord's Address set forth in the
Basic Lease Information, or to such other firm or to such other place as
Landlord may from time to time designate in a Notice to Tenant. Any Notice will
be deemed given three (3) days after the date it is mailed as provided in this
Section 29.9 or upon the date personal delivery is made.

         29.10    JOINT AND SEVERAL; COVENANTS AND CONDITIONS. If Tenant
consists of more than one person or entity, the obligations of all such persons
or entities shall be joint and several. Each provision to be performed by Tenant
hereunder shall be deemed to be both a covenant and a condition.

         29.11    CONFIDENTIALITY. Tenant acknowledges that the content of this
Lease and any related documents are confidential information. Tenant shall keep
and maintain such confidential information strictly confidential and shall not
disclose such confidential information to any person or entity other than
Tenant's financial, legal and space planning consultants.

         29.12    LANDLORD RENOVATIONS. Tenant acknowledges that Landlord may
from time to time, at Landlord's sole option, renovate, improve, develop, alter,
or modify (collectively, the "Renovations") portions of the Building, Premises,
Common Areas and the Project, including without limitation, systems and
equipment, roof, and structural portions of the same. In connection with such
Renovations, Landlord may, among other things, erect scaffolding or other
necessary structures in the Building, limit or eliminate access to portions of
the Project, including portions of the Common Areas, or perform work in the
Building, which work may create noise, dust or leave debris in the Building.
Tenant hereby agrees that such Renovations and Landlord's actions in connection
with such Renovations shall in no way constitute a constructive eviction of
Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no
responsibility, or for any reason be liable to Tenant, for any direct or
indirect injury to or interference with Tenant's business arising from the
Renovations, nor shall Tenant be entitled to any compensation or damages from
Landlord for loss of the use of the whole or any part of the Premises or of
Tenant's Property, Alterations or improvements resulting from the Renovations or
Landlord's actions in connection with such Renovations, or for any inconvenience
or annoyance occasioned by such Renovations or Landlord's actions in connection
with such Renovations. Notwithstanding the above, Landlord shall use
commercially reasonable efforts to not interfere with Tenant's business or use
of the Premises.

         29.13    SUBMISSION OF LEASE. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or an
option for lease, and it is not effective as a lease or otherwise until
execution and delivery by both Landlord and Tenant.

                                       17
<PAGE>

30.      SIGNS

All signs and graphics of every kind visible in or from public view or corridors
or the exterior of the Premises shall be subject to Landlord's prior written
approval and shall be subject to and in compliance with all applicable Laws,
Development Documents, Recorded Matters, Rules and Regulations, and Landlord's
sign criteria as same may exist from time to time or as set forth in Exhibit G
hereto. Tenant shall remove all such signs and graphics prior to the expiration
or earlier termination of this Lease. Such installations and removals shall be
made in a manner as to avoid damage or defacement of the Premises. Tenant shall
repair any damage or defacement, including without limitation, discoloration
caused by such installation or removal. Landlord shall have the right, at its
option, to deduct from the Security Deposit such sums as are reasonably
necessary to remove such signs and make any repairs necessitated by such
removal. Notwithstanding the foregoing, in no event shall any: (a) neon,
flashing or moving sign(s) or (b) sign(s) which are likely to interfere with the
visibility of any sign, canopy, advertising matter, or decoration of any kind of
any other business or occupant of the Building or the other portions of the
Project be permitted hereunder. Tenant further agrees to maintain each such sign
and graphics, as may be approved, in good condition and repair at all times.

31.      MORTGAGEE PROTECTION

Upon any default on the part of Landlord, Tenant will give written Notice by
registered or certified mail to any beneficiary of a deed of trust or mortgagee
of a mortgage covering the Premises who has provided Tenant with notice of their
interest together with an address for receiving Notice, and shall offer such
beneficiary or mortgagee a reasonable opportunity to cure the default, including
time to obtain possession of the Premises by power of sale or a judicial
foreclosure, if such should prove necessary to effect a cure. If such default
cannot be cured within such time period, then such additional time as may be
necessary will be given to such beneficiary or mortgagee to effect such cure so
long as such beneficiary or mortgagee has commenced the cure within the original
time period and thereafter diligently pursues such cure to completion, in which
event this Lease shall not be terminated while such cure is being diligently
pursued. Tenant agrees that each lender to whom this Lease has been assigned by
Landlord is an express third party beneficiary hereof. Tenant shall not make any
prepayment of Rent more than one (1) month in advance without the prior written
consent of each such lender, except if Tenant is required to make quarterly
payments of Rent in advance pursuant to the provisions of Section 8 above.
Tenant waives the collection of any deposit from such lender(s) or any purchaser
at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or
such purchaser shall have actually received and not refunded the deposit. Tenant
agrees to make all payments under this Lease to the lender with the most senior
encumbrance upon receiving a direction, in writing, to pay said amounts to such
lender. Tenant shall comply with such written direction to pay without
determining whether an event of default exists under such lender's loan to
Landlord. If, in connection with obtaining financing for the Premises or any
other portion of the Project, Landlord's lender shall request reasonable
modification(s) to this Lease as a condition to such financing, Tenant shall not
unreasonably withhold, delay or defer its consent thereto, provided such
modifications do not materially and adversely affect Tenant's rights hereunder
or the use, occupancy or quiet enjoyment of Tenant hereunder.

32.      WARRANTIES OF TENANT

Tenant hereby warrants and represents to Landlord, for the express benefit of
Landlord, that Tenant has undertaken a complete and independent evaluation of
the risks inherent in the execution of this Lease and the operation of the
Premises for the use permitted hereby, and that, based upon said independent
evaluation, Tenant has elected to enter into this Lease and hereby assumes all
risks with respect thereto. Tenant hereby further warrants and represents to
Landlord, for the express benefit of Landlord, that in entering into this Lease,
Tenant has not relied upon any statement, fact, promise or representation
(whether express or implied, written or oral) not specifically set forth herein
in writing and that any statement, fact, promise or representation (whether
express or implied, written or oral) made at any time to Tenant, which is not
expressly incorporated herein in writing, is hereby waived by Tenant.

33.      BROKERAGE COMMISSION

Landlord and Tenant each represents and warrants for the benefit of the other
that it has had no dealings with any real estate broker, agent or finder in
connection with the Premises and/or the negotiation of this Lease, except for
the Broker(s) specified in the Basic Lease Information, and that it knows of no
other real estate broker, agent or finder who is or might be entitled to a real
estate brokerage commission or finder's fee in connection with this Lease or
otherwise based upon contacts between the claimant and Tenant. Each party shall
indemnify and hold harmless the other from and against any and all liabilities
or expenses arising out of claims made for a fee or commission by any real
estate broker, agent or finder in connection with the Premises and this Lease
other than Broker(s), if any, resulting from the actions of the indemnifying
party. Unless expressly agreed to in writing by Landlord and Broker(s), no real
estate brokerage commission or finder's fee shall be owed to, or otherwise
payable to, the Broker(s) for any renewals or other extensions of the initial
Term of this Lease or for any additional space leased by Tenant other than the
Premises as same exists as of the Lease Date. Tenant further represents and
warrants to Landlord that Tenant will not receive (i) any portion of any
brokerage commission or finder's fee payable to the Broker(s) in connection with
this Lease or (ii) any other form of compensation or incentive from the
Broker(s) with respect to this Lease.

34.      QUIET ENJOYMENT

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

35.      COLLATERAL FOR PERFORMANCE OF LEASE OBLIGATIONS

Simultaneously with Tenant's delivery to Landlord of this Lease and the first
month's Base Rent in accordance with the provisions of Section 3 above, Tenant
shall deliver to Landlord, as collateral for the full and faithful performance
by Tenant of all of its obligations under this Lease and for all losses and
damages Landlord may suffer as a result of any default by Tenant under this
Lease, an irrevocable and unconditional negotiable letter of credit, in the form
and containing the terms required herein, payable in the City of Foster City,
California running in favor of Landlord issued by a solvent bank under the
supervision of the Superintendent of Banks of the State of California, or a
National Banking

                                       18
<PAGE>

Association, in the amount of Five Hundred Thousand and 00/100 Dollars
($500,000.00) (the "Letter of Credit"). The Letter of Credit shall be (a) at
sight and irrevocable, (b) maintained in effect, whether through replacement,
renewal or extension, for the entire Lease Term (the "Letter of Credit
Expiration Date") and Tenant shall deliver a new Letter of Credit or certificate
of renewal or extension to Landlord at least thirty (30) days prior to the
expiration of the Letter of Credit, without any action whatsoever on the part of
Landlord, (c) subject to the Uniform Customs and Practices for Documentary
Credits (1993-Rev) International Chamber of Commerce Publication #400, (d)
acceptable to Landlord in its sole discretion, and (e) fully assignable by
Landlord and permit partial draws. In addition to the foregoing, the form and
terms of the Letter of Credit (and the bank issuing the same) shall be
acceptable to Landlord, in Landlord's sole discretion, and shall provide, among
other things, in effect that: (1) Landlord, or its then managing agent, shall
have the right to draw down an amount up to the face amount of the Letter of
Credit upon the presentation to the issuing bank of Landlord's (or Landlord's
then managing agent's) statement that Tenant is in material default and such
amount is due to Landlord under the terms and conditions of this Lease, it being
understood that if Landlord or its managing agent be a corporation, partnership
or other entity, then such statement shall be signed by an officer (if a
corporation), a general partner (if a partnership), or any authorized party (if
another entity); (2) the Letter of Credit will be honored by the issuing bank
without inquiry as to the accuracy thereof and regardless of whether the Tenant
disputes the content of such statement; and (3) in the event of a transfer of
Landlord's interest in the Building, Landlord shall transfer the Letter of
Credit, in whole or in part (or cause a substitute letter of credit to be
delivered, as applicable), to the transferee and thereupon the Landlord shall,
without any further agreement between the parties, be released by Tenant from
all liability therefor, and it is agreed that the provisions hereof shall apply
to every transfer or assignment of the whole or any portion of said Letter of
Credit to a new Landlord. If, as a result of any such application of all or any
part of the Letter of Credit, the amount of the Letter of Credit shall be less
than Five Hundred Thousand and 00/100 Dollars ($500,000.00), Tenant shall within
five (5) days thereafter provide Landlord with additional letter(s) of credit in
an amount equal to the deficiency (or a replacement letter of credit in the
total amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) and each
such additional (or replacement) letter of credit shall comply with all of the
provisions of this Article 29, and if Tenant fails to do so, the same shall
constitute an incurable default by Tenant. Tenant further covenants and warrants
that it will neither assign nor encumber the Letter of Credit or any part
thereof and that neither Landlord nor its successors or assigns will be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.
Without limiting the generality of the foregoing, if the Letter of Credit
expires earlier than the Letter of Credit Expiration Date, Landlord will accept
a renewal thereof or substitute letter of credit (such renewal or substitute
letter of credit to be in effect not later than thirty (30) days prior to the
expiration thereof), which shall be irrevocable and automatically renewable as
above provided through the Letter of Credit Expiration Date upon the same terms
as the expiring letter of credit or such other terms as may be acceptable to
Landlord in its sole discretion. However, if the Letter of Credit is not timely
renewed or a substitute letter of credit is not timely received, or if Tenant
fails to maintain the Letter of Credit in the amount and terms set forth in this
Article 29, Landlord shall have the right to present such Letter of Credit to
the bank in accordance with the terms of this Article 29, and the entire sum
evidenced thereby shall be paid to and held by Landlord as collateral for
performance of all of Tenant's obligations under this Lease and for all losses
and damages Landlord may suffer as a result of any default by Tenant under this
Lease. If there shall occur a default under this Lease as set forth in Article
19 of this Lease, Landlord may, but without obligation to do so, draw upon the
Letter of Credit, in part or in whole, to cure any default of Tenant and/or to
compensate Landlord for any and all damages of any kind or nature sustained or
which may be sustained by Landlord resulting from Tenant's default. Tenant
agrees not to interfere in any way with payment to Landlord of the proceeds of
the Letter of Credit, either prior to or following a "draw" by Landlord of any
portion of the Letter of Credit, regardless of whether any dispute exists
between Tenant and Landlord as to Landlord's right to draw from the Letter of
Credit. No condition or term of this Lease shall be deemed to render the Letter
of Credit conditional to justify the issuer of the Letter of Credit in failing
to honor a drawing upon such Letter of Credit in a timely manner. Landlord and
Tenant acknowledge and agree that in no event or circumstance shall the Letter
of Credit or any renewal thereof or substitute therefor be (i) deemed to be or
treated as a "security deposit" within the meaning of California Civil Code
Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii)
intended to serve as a "security deposit" within the meaning of such Section
1950.7. The parties hereto (x) recite that the Letter of Credit is not intended
to serve as a security deposit and such Section 1950.7 and any and all other
laws, rules and regulations applicable to security deposits in the commercial
context ("Security Deposit Laws") shall have no applicability or relevancy to
the Letter of Credit and (y) waive any and all rights, duties and obligations
either party may now or, in the future, will have relating to or arising from
the Security Deposit Laws. Notwithstanding the above, the Letter of Credit
outlined herein shall be subject to reduction after the twenty fourth (24th)
month of the Lease upon Tenant achieving a net worth of at least $60,000,000.00
and achieving and maintaining a cash balance of at least $20,000,000.00.
However, notwithstanding the above, in the event that Tenant's cash position
should drop below $20,000,000.00 at any point during the term of this Lease,
Tenant shall within five (5) business days reissue said Letter of Credit. In the
event Tenant does not reissue said Letter of Credit within five (5) business
days, Tenant shall be in material default of the Lease.

36.      SATELLITE DISH

Tenant shall have the right (but only to the extent permitted by the City of
Newark and all agencies and governmental authorities having jurisdiction
thereof), at Tenant's sole cost and expense, to install and operate a satellite
or microwave dish or dishes ("Satellite Dishes") along with any necessary cables
("Cables") on a portion of the roof of the Building to be designated by Landlord
("Roof Space") for the Term of the Lease (the Satellite Dishes and Cables are
hereinafter collectively referred to as the "Equipment"). The location and size
of the Equipment shall be subject to Landlord's approval, not to be unreasonably
withheld and which best promotes the safety, aesthetics and efficiency of the
Equipment; provided, all of the Equipment and any modifications thereto or
placement thereof shall be (i) at Tenant's sole cost and expense, (ii) contained
visually within the roof screen, (iii) installed and operated to Landlord's
reasonable specifications, and (iv) installed, maintained, operated and removed
in accordance with all Recorded Matters and applicable Laws. Landlord shall
cooperate reasonably with Tenant to modify the roof screen placement (subject to
all applicable Laws and Recorded Matters) if required for signal quality,
reconfiguration due to the installation of any HVAC systems and other reasonable
considerations; provided, the cost of all such modifications shall be the
responsibility of Tenant. All modifications to the Building, including the Roof
Space, if any, shall be reasonably approved by Landlord prior to commencement of
any work with respect to the Equipment. No additional rent shall be paid by
Tenant for use of the Roof Space and operation of the Equipment. The Equipment
shall remain the property of Tenant and Tenant shall remove the Equipment upon
the expiration or earlier termination of the Lease. Tenant shall restore the
Roof Space and any other portion of the Buildings affected by the Equipment to
its original condition, excepting ordinary wear and tear and/or damage or
destruction due to fire or other casualty not caused directly or indirectly by
Tenant, its agents, employees, contractors or the Equipment or any part thereof.
Tenant may not assign, lease, rent, sublet or otherwise

                                       19
<PAGE>

transfer any of its interest in the Roof Space or the Equipment except together
with the remainder of all of the Premises as more particularly set forth in
Section 15. Each of the other provisions of this Lease shall be applicable to
the Equipment and the use of the Roof Space by Tenant, including without
limitation, Sections 12 and 14 of this Lease. The Equipment shall comply with
all-non-interference rules of the Federal Communications Commission. If
applicable, Tenant shall provide to Landlord a copy of (i) the Federal
Communications Commission (or other agency) grant which has awarded frequencies
to Tenant and (ii) a list of Tenant's frequencies. Anything to the contrary
contained herein notwithstanding, if, during the Lease Term, as such Term may be
extended, Landlord, in its reasonable judgment, believes that the Equipment
poses a human health or environmental hazard that cannot be remediated or has
not been remediated within ten (10) days after Tenant has been notified thereof,
then Tenant shall immediately cease all operations of the Equipment and Tenant
shall remove all of the Equipment within thirty (30) days thereafter. To the
best of Tenant's knowledge, Tenant represents to Landlord that the Equipment
shall not emit or project any electro-magnetic fields which pose a human health
or environmental hazard. In addition, Tenant shall be responsible for insuring
the Equipment and Landlord shall have no responsibility therefor. Tenant shall
indemnify, defend (by counsel reasonably acceptable to Landlord) and hold
harmless Landlord from any and all claims, demands, liabilities, damages,
judgments, costs and expenses (including reasonable attorneys' fees) Landlord
may suffer or incur arising out of or related to the installation, use,
operation, maintenance, replacement and/or removal of the Equipment or any
portion thereof.

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

TENANT:

VINA TECHNOLOGIES, INC.,
a California corporation

By:      ____________________________________________

Its:     ____________________________________________

Date:    ____________________________________________

By:      ____________________________________________

Its:     ____________________________________________

Date:    ____________________________________________

LANDLORD:

GAL-LPC STEVENSON BOULEVARD, LP,
a California limited partnership

By:      LEGACY PARTNERS 2320 LLC,
         a California limited liability company, its General Partner

         By:      ____________________________________________

         Its:     ____________________________________________

Date:    ____________________________________________

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

                                       20
<PAGE>

                                    EXHIBIT A
                                    PREMISES

This exhibit, entitled "Premises", is and shall constitute Exhibit A to that
certain Lease Agreement dated April 26, 2000 (the "Lease"), by and between
GAL-LPC STEVENSON BOULEVARD, LP, a California limited partnership ("Landlord")
and VINA TECHNOLOGIES, INC., a California corporation ("Tenant") for the leasing
of certain premises located in the Stevenson Point Technology Park at Building
C, 39745 Eureka, Blvd., Newark, California (the "Premises").

The Premises consist of the rentable square footage of space specified in the
Basic Lease Information and has the address specified in the Basic Lease
Information. The Premises are a part of and are contained in the Building
specified in the Basic Lease Information. The cross-hatched area depicts the
Premises within the [Building, Project]:

                                       1

<PAGE>

                          EXHIBIT B TO LEASE AGREEMENT
                               TENANT IMPROVEMENTS

This exhibit, entitled "Tenant Improvements", is and shall constitute EXHIBIT B
to that certain Lease Agreement dated April 26, 2000 (the "Lease"), by and
between GAL-LPC STEVENSON BOULEVARD, LP, a California limited partnership
("Landlord") and VINA TECHNOLOGIES, INC., a California corporation ("Tenant")
for the leasing of certain premises located in the Stevenson Point Technology
Park at Building C, 39745 Eureka, Blvd., Newark, California (the "Premises").
The terms, conditions and provisions of this EXHIBIT B are hereby incorporated
into and are made a part of the Lease. Any capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to such terms as set
forth in the Lease.

1.       TENANT IMPROVEMENTS. Subject to the conditions set forth below,
Landlord agrees to construct and install certain improvements ("Tenant
Improvements") in the Building of which the Premises are a part in accordance
with the Approved Final Drawings (defined below) and pursuant to the terms of
this EXHIBIT B.

2.       DEFINITION. "Tenant Improvements" as used in this Lease shall include
only those interior improvements to be made to the Premises as specified in the
Approved Final Drawings (defined below) and agreed to by Tenant and Landlord in
accordance with the provisions hereof. "Tenant Improvements" shall specifically
not include (i) any alterations, additions or improvements installed or
constructed by Tenant, (ii) any of Tenant's trade fixtures, racking, security
equipment, equipment, furniture, furnishings, telephone and/or data equipment,
telephone and/or data lines or other personal property, and (iii) any
supplemental fire protection improvements or equipment, including without
limitation, in-rack fire sprinklers, hose racks, reels, smoke vents, and draft
curtains (collectively, "Tenant's Installations").

3.       TENANT'S INITIAL PLANS; THE WORK. Tenant desires Landlord to perform
certain Tenant Improvements in the Premises. The Tenant Improvements shall be in
substantial accordance with the plan(s) and scope of work (collectively, the
"Initial Plans") which will be prepared by Landlord's architect after the
parties meet and confer to agree upon a scope of work immediately after
execution of this Lease. Within fifteen (15) business days from the date
Landlord and Tenant meet to discuss the scope of work, Landlord shall deliver to
Tenant the Initial Plans. A copy of the Initial Plans shall be attached hereto
as Schedule 1, as soon as practicable thereafter. Such work, as shown in the
Initial Plans and as more fully detailed in the Approved Final Drawings (as
defined and described in Section 4 below), shall be hereinafter referred to as
the "Work". Not later than five (5) days after the Initial Plans are prepared
and delivered to Tenant, Tenant or Tenant's Representatives shall furnish to
Landlord such additional plans, drawings, specifications and finish details as
Landlord may reasonably request to enable Landlord's architects and engineers,
as applicable, to prepare mechanical, electrical and plumbing plans and to
prepare the Final Drawings, including, but not limited to, a final telephone
layout and special electrical connections, if any. All plans, drawings,
specifications and other details describing the Work which have been, or are
hereafter, furnished by or on behalf of Tenant shall be subject to Landlord's
approval, which approval shall not be unreasonably withheld. Landlord shall not
be deemed to have acted unreasonably if it withholds its approval of any plans,
specifications, drawings or other details or of any Change Request (hereafter
defined in Section 11 below) because, in Landlord's reasonable opinion, the work
as described in any such item, or any Change Request, as the case may be: (a) is
likely to adversely affect Building systems, the structure of the Building or
the safety of the Building or its occupants; (b) might impair Landlord's ability
to furnish services to Tenant or other tenants in the Building; (c) would
increase the cost of operating the Building or the Park; (d) would violate any
applicable governmental, administrative body's or agencies' laws, rules,
regulations, ordinances, codes or similar requirements (or interpretations
thereof); (e) contains or uses Hazardous Materials; (f) would adversely affect
the appearance of the Building or the Park; (g) might adversely affect another
tenant's premises or such other tenant's use and enjoyment of such premises; (h)
is prohibited by any ground lease affecting the Building, the Lot and/or the
Park, any Recorded Matters or any mortgage, trust deed or other instrument
encumbering the Building, the Lot and/or the Park; (i) is likely to be
substantially delayed because of unavailability or shortage of labor or
materials necessary to perform such work or the difficulties or unusual nature
of such work; (j) is not, at a minimum, in accordance with Landlord's Building
Standards (defined below); or (k) would increase the Tenant Improvement Costs
(defined in Section 9 below) by more than ten percent (10%) from the cost
originally estimated and anticipated by the parties. The foregoing reasons,
however, shall not be the only reasons for which Landlord may withhold its
approval, whether or not such other reasons are similar or dissimilar to the
foregoing. Neither the approval by Landlord of the Work or the Initial Plans or
any other plans, specifications, drawings or other items associated with the
Work nor Landlord's performance, supervision or monitoring of the Work shall
constitute any warranty or covenant by Landlord to Tenant of the adequacy of the
design for Tenant's intended use of the Premises. Tenant agrees to, and does
hereby, assume full and complete responsibility to ensure that the Work and the
Approved Final Drawings are adequate to fully meet the needs and requirements of
Tenant's intended operations of its business within the Premises and Tenant's
use of the Premises.

4.       FINAL DRAWINGS AND APPROVED FINAL DRAWINGS. If necessary for the
performance of the Work, and to the extent not already included as part of the
Initial Plans attached hereto, Landlord shall prepare or cause to be prepared
final working drawings and specifications for the Work (the "Final Drawings")
based on and consistent in all material respects with the Initial Plans and the
other plans, specifications, drawings, finish details or other information
furnished by Tenant or Tenant's Representatives to Landlord and approved by
Landlord pursuant to Section 3 above. Tenant shall cooperate diligently with
Landlord and Landlord's architect, engineer and other representatives and Tenant
shall furnish within five (5) days after any request therefor, all information
required by Landlord or Landlord's architect, engineer or other representatives
for completion of the Final Drawings. So long as the Final Drawings are
substantially consistent with the Initial Plans, Tenant shall approve the Final
Drawings within five (5) days after receipt of same from Landlord. Tenant's
failure to approve or disapprove such Final Drawings within the foregoing five
(5) day time period, shall be conclusively deemed to be approval of same by
Tenant. If Tenant reasonably disapproves of any matters included in the Final
Drawings because such items are not substantially consistent with the Initial
Plans, Tenant shall, within the aforementioned five (5) day period, deliver to
Landlord written notice of its disapproval and Tenant shall specify in such
written notice, in sufficient detail as Landlord may reasonably require, the
matters disapproved, the reasons for such disapproval, and the specific changes
or revisions necessary to be made to the Final Drawings to cause such drawings
to substantially conform to the Initial Plans. Any additional costs associated
with such requested changes or revisions shall be included as part of the Tenant
Improvement Costs (defined below). The foregoing procedure shall be followed by
the parties until the Final Drawings are acceptable to both Landlord and Tenant.
Landlord and Tenant shall indicate their approval of the Final Drawings by
initialing each sheet of the Final Drawings and delivering to one another a true
and

                                       1
<PAGE>

complete copy of such initialed Final Drawings (the "Approved Final Drawings").
A true and complete copy of the Approved Final Drawings shall be attached to the
Lease as Exhibit B-1 and shall be made a part thereof. Any changes or revisions
to the Approved Final Drawings requested by Tenant must first be approved by
Landlord, which approval shall not be unreasonably withheld, subject to the
provisions of Section 3 above. If Landlord approves such requested changes or
revisions, Landlord shall cause the Approved Final Drawings to be revised
accordingly and Landlord and Tenant shall initial each sheet of the Approved
Final Drawings as revised and replace and attach a true and complete copy
thereof to the Lease as Exhibit B-1. Landlord and Tenant hereby covenant to each
other to cooperate with each other and to act reasonably in the preparation and
approval of the Final Drawings and the Approved Final Drawings.

5.       PERFORMANCE OF WORK. As soon as practicable after Tenant and Landlord
initial and attach to the Lease as EXHIBIT B-1 a true and complete copy of the
Approved Final Drawings, Landlord shall submit the Approved Final Drawings to
the governmental authorities having rights of approval over the Work and shall
apply for the necessary approvals and building permits. Subject to the
satisfaction of all conditions precedent and subsequent to its obligations under
this EXHIBIT B, and further subject to the provisions of Section 10 hereof, as
soon as practicable after Landlord or its representatives have received all
necessary approvals and building permits, Landlord will put the Approved Final
Drawings out for bid to several licensed, bonded and insured general
contractors. The Tenant Improvements shall be constructed by a general
contractor selected by Landlord (the "General Contractor"). Landlord shall
commence construction, or cause the commencement of construction by the General
Contractor, of the Tenant Improvements, as soon as practicable after selection
of the General Contractor. Except as hereinafter expressly provided to the
contrary, Landlord shall cause the performance of the Work using (except as may
be stated or otherwise shown in the Approved Final Drawings) building standard
materials, quantities and procedures then in use by Landlord ("Building
Standards").

6.       SUBSTANTIAL COMPLETION. Landlord and Tenant shall cause the General
Contractor to Substantially Complete (defined below) the Tenant Improvements in
accordance with the Approved Final Drawings by the Commencement Date of the
Lease as set forth in Section 2 of the Lease (the "Completion Date"), subject to
delays due to (a) acts or events beyond its control including, but not limited
to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties,
discontinuance of any utility or other service required for performance of the
Work, moratoriums, governmental agencies, delays on the part of governmental
agencies and weather, (b) the lack of availability or shortage of specialized
materials used in the construction of the Tenant Improvements, (c) any matters
beyond the control of Landlord, the General Contractor or any subcontractors,
(d) any changes required by the fire department, building and/or planning
department, building inspectors or any other agency having jurisdiction over the
Building, the Work and/or the Tenant Improvements (except to the extent such
changes are directly attributable to Tenant's use or Tenant's specialized tenant
improvements, in which event such delays are considered Tenant Delays) (the
events and matters set forth in Subsections (a), (b), (c) and (d) are
collectively referred to as "Force Majeure Delays"), or (e) any Tenant Delays
(defined in Section 7 below). The Tenant Improvements shall be deemed
substantially complete on the date that the General Contractor issues to
Landlord a notice of substantial completion, or the date that the building
officials of the applicable governmental agency(s) issues its final approval of
the construction of the Tenant Improvements whether in the form of the issuance
of a final permit, certificate of occupancy or the written approval evidencing
its final inspection on the building permit(s), or the date on which Tenant
first takes occupancy of the Premises, whichever first occurs ("Substantial
Completion", or "Substantially Completed", or "Substantially Complete"). Tenant
hereby acknowledges and agrees that the term "Substantial Completion" of the
Tenant Improvements as used herein will not include the completion of any work
associated with Tenant's Installations, including without limitation, Tenant's
high-pile storage requirements, Tenant's racking systems, and work related to
any requirements of governmental and regulatory agencies with respect to any of
Tenant's Installations. If the Work is not deemed to be Substantially Completed
on or before the scheduled Completion Date, (i) Landlord agrees to use
reasonable efforts to Substantially Complete the Work as soon as practicable
thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord
shall not be deemed to be in breach or default of the Lease or this EXHIBIT B as
a result thereof and Landlord shall have no liability to Tenant as a result of
any delay in occupancy (whether for damages, abatement of all or any portion of
the Rent, or otherwise), and (iv) except in the event of any Tenant Delays,
which will not affect the Commencement Date but will extend the Completion Date
without any penalty or liability to Landlord, and notwithstanding anything to
the contrary contained in the Lease, the Commencement Date and the Expiration
Date of the term of the Lease (as defined in Section 2 of the Lease) shall be
extended commensurately by the amount of time attributable to such Force Majeure
Delays, and Landlord and Tenant shall execute a written amendment to the Lease
evidencing such extensions of time, substantially in the form of Exhibit F to
the Lease. Subject to the provisions of Section 10.2 of the Lease, the Tenant
Improvements shall belong to Landlord and shall be deemed to be incorporated
into the Premises for all purposes of the Lease, unless Landlord, in writing,
indicates otherwise to Tenant.

7.       TENANT DELAYS. There shall be no extension of the scheduled
Commencement Date or Expiration Date of the term of the Lease (as otherwise
permissibly extended in accordance with the provisions of Section 6 above) if
the Work has not been Substantially Completed by the scheduled Commencement Date
due to any delay attributable to Tenant and/or any of Tenant's Representatives
or Tenant's intended use of the Premises (collectively, "Tenant Delays"),
including, but not limited to, any of the following described events or
occurrences: (a) delays related to changes made or requested by Tenant to the
Work and/or the Approved Final Drawings; (b) the failure of Tenant to furnish
all or any plans, drawings, specifications, finish details or other information
required under Sections 3 and 4 above; (c) the failure of Tenant to comply with
the requirements of Section 10 below; (d) Tenant's requirements for special work
or materials, finishes, or installations other than the Building Standards or
Tenant's requirements for special construction or phasing; (e) any changes
required by the fire department, building or planning department, building
inspectors or any other agency having jurisdiction over the Building, the Work
and/or the Tenant Improvements if such changes are directly attributable to
Tenant's use or Tenant's specialized tenant improvements; (f) the completion of
any work associated with Tenant's Installations, including without limitation,
Tenant's high-pile storage requirements, Tenant's racking systems, and work
related to any requirements of governmental and regulatory agencies with respect
to any of Tenant's Installations; (g) the performance of any additional work
pursuant to a Change Request that is requested by Tenant; (h) the performance of
work in or about the Premises by any person, firm or corporation employed by or
on behalf of Tenant, including, without limitation, any failure to complete or
any delay in the completion of such work; and/or (i) any and all delays caused
by or arising from acts or omissions of Tenant and/or Tenant's Representatives,
in any manner whatsoever, including, but not limited to, any and all revisions
to the Approved Final Drawings. Any delays in the construction of the Tenant
Improvements due to any of the events described above, shall in no way extend or
affect the date on which Tenant is required to commence paying Rent under the
terms of the Lease. It is the intention of the parties that all of such delays
will be considered Tenant Delays for which Tenant shall be wholly and completely
responsible for any and all consequences related to such delays, including,
without limitation, any costs and expenses attributable to increases in labor or
materials.

                                       2
<PAGE>

8.       TENANT IMPROVEMENT ALLOWANCE. Landlord shall provide an allowance for
the planning and construction of the Tenant Improvements for the Work to be
performed in the Premises, as described in the Initial Plans and the Approved
Final Drawings, in the amount of One Million Five Hundred Fifty Six Thousand
Nine Hundred Forty and 00/100 Dollars ($1,556,940.00) (the "Tenant Improvement
Allowance") based upon an allowance of Thirty and 00/100 Dollars ($30.00) per
rentable square foot for 51,898 rentable square feet of the Premises to be
improved, as described in the Initial Plans and the Approved Final Drawings.
Tenant shall not be entitled to any credit, abatement or payment from Landlord
in the event that the amount of the Tenant Improvement Allowance specified above
exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance
shall only be used for tenant improvements typically installed by Landlord in
R&D buildings. The Tenant Improvement Allowance shall be the maximum
contribution by Landlord for the Tenant Improvement Costs and shall be subject
to the provisions of Section 10 below.

9.       TENANT IMPROVEMENT COSTS. The Tenant Improvements' cost (the "Tenant
Improvement Costs") shall mean and include any and all costs and expenses of the
Work, including, without limitation, all of the following:

         (a)      All costs of preliminary space planning and final
architectural and engineering plans and specifications (including, without
limitation, the scope of work, all plans and specifications, the Initial Plans,
the Final Drawings and the Approved Final Drawings) for the Tenant Improvements,
and architectural fees, engineering costs and fees, and other costs associated
with completion of said plans;

         (b)      All costs of obtaining building permits and other necessary
authorizations and approvals from the City of Newark and other applicable
agencies and jurisdictions;

         (c)      All costs of interior design and finish schedule plans and
specifications including as-built drawings;

         (d)      All direct and indirect costs of procuring, constructing and
installing the Tenant Improvements in the Premises, including, but not limited
to, the construction fee for overhead and profit, the cost of all on-site
supervisory and administrative staff, office, equipment and temporary services
rendered by Landlord's consultants and the General Contractor in connection with
construction of the Tenant Improvements, and all labor (including overtime) and
materials constituting the Work;

         (e)      All fees payable to the General Contractor, architect and
Landlord's engineering firm if they are required by Tenant to redesign any
portion of the Tenant Improvements following Tenant's approval of the Approved
Final Drawings; and

         (f)      A construction management fee payable to Landlord in the
amount of three and one-half percent (3.5%) of all direct and indirect costs of
procuring, constructing and installing the Tenant Improvements in the Premises
and the Building.

10.      EXCESS TENANT IMPROVEMENT COSTS. The term "Excess Tenant Improvement
Costs" as used herein shall mean and refer to the aggregate of (i) all costs
related to any and all Change Requests/Change Orders, and (ii) the amount by
which the actual Tenant Improvement Costs (exclusive of all costs referred to in
item (i) above) (the "Actual TI Costs") exceed the Tenant Improvement Allowance,
subject to the remaining provisions of this Section 10. Tenant shall pay to
Landlord the Excess Tenant Improvement Costs within ten (10) days of Landlord's
delivery to Tenant of a written demand therefor together with a reconciliation
of such costs. No Work shall be commenced until Tenant has fully complied with
the preceding provisions of this Section 10. If Tenant fails to remit the sums
so demanded by Landlord pursuant to Section 8 above and this Section 10 within
the time periods required, Landlord may, at its option, declare Tenant in
default under the Lease.

11.      CHANGE REQUESTS. No changes or revisions to the Approved Final Drawings
shall be made by either Landlord or Tenant unless approved in writing by both
parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost
and expense) of the necessary information and/or plans and specifications for
any changes or revisions to the Approved Final Drawings and/or for any work
other than the Work described in the Approved Final Drawings ("Change Requests")
and the approval by Landlord of such Change Request(s), which approval Landlord
agrees shall not be unreasonably withheld, Landlord shall perform the additional
work associated with the approved Change Request(s), at Tenant's sole cost and
expense, subject, however, to the following provisions of this Section 11. Prior
to commencing any additional work related to the approved Change Request(s),
Landlord shall submit to Tenant a written statement of the cost of such
additional work and a proposed tenant change order therefor ("Change Order") in
the standard form then in use by Landlord. Tenant shall execute and deliver to
Landlord such Change Order and shall pay the entire cost of such additional work
in the following described manner. Any costs related to such approved Change
Request(s), Change Order and any delays associated therewith, shall be added to
the Tenant Improvement Costs and shall be paid for by Tenant as and with any
Excess Tenant Improvement Costs as set forth in Section 10 above. The billing
for such additional costs to Tenant shall be accompanied by evidence of the
amounts billed as is customarily used in the business. Costs related to approved
Change Requests and Change Orders shall include without limitation, any
architectural or design fees, Landlord's construction fee for overhead and
profit, the cost of all on-site supervisory and administrative staff, office,
equipment and temporary services rendered by Landlord and/or Landlord's
consultants, and the General Contractor's price for effecting the change. If
Tenant fails to execute or deliver such Change Order, or to pay the costs
related thereto, then Landlord shall not be obligated to do any additional work
related to such approved Change Request(s) and/or Change Orders, and Landlord
may proceed to perform only the Work, as specified in the Approved Final
Drawings. Landlord shall equitably adjust the amount of the Tenant Improvement
Costs for any deletions in the scope of the Work.

12.      TERMINATION. If the Lease is terminated prior to the Completion Date,
for any reason due to the default of Tenant hereunder, in addition to any other
remedies available to Landlord under the Lease, Tenant shall pay to Landlord as
Additional Rent under the Lease, within five (5) days of receipt of a statement
therefor, any and all costs incurred by Landlord and not reimbursed or otherwise
paid by Tenant through the date of termination in connection with the Tenant
Improvements to the extent planned, installed and/or constructed as of such date
of termination, including, but not limited to, any costs related to the removal
of all or any portion of the Tenant Improvements and restoration costs related

                                       3
<PAGE>

thereto. Subject to the provisions of Section 10.2 of the Lease, upon the
expiration or earlier termination of the Lease, Tenant shall not be required to
remove the Tenant Improvements it being the intention of the parties that the
Tenant Improvements are to be considered incorporated into the Building.
Notwithstanding anything to the contrary contained herein, Landlord shall have
the right to terminate the Lease, upon written notice to Tenant, if Landlord is
unable to obtain a building permit for the Tenant Improvements within one
hundred eighty (180) days from the date the Lease is signed by Tenant.

13.      TENANT ACCESS. Landlord, in Landlord's reasonable discretion and upon
receipt of a written request from Tenant, may grant Tenant a license to have
access to the Premises prior to the Completion Date to allow Tenant to do other
work required by Tenant to make the Premises ready for Tenant's use and (the
"Tenant's Pre-Occupancy Work"). It shall be a condition to the grant by Landlord
and continued effectiveness of such license that:

         (a)      Tenant shall give to Landlord a written request to have such
access not less than five (5) business days prior to the date on which such
proposed access will commence (the "Access Notice"). The Access Notice shall
contain or be accompanied by each of the following items, all in form and
substance reasonably acceptable to Landlord: (i) a detailed description of and
schedule for Tenant's Pre-Occupancy Work; (ii) the names and addresses of all
contractors, subcontractors and material suppliers and all other representatives
of Tenant who or which will be entering the Premises on behalf of Tenant to
perform Tenant's Pre-Occupancy Work or will be supplying materials for such
work, and the approximate number of individuals, itemized by trade, who will be
present in the Premises; (iii) copies of all contracts, subcontracts, material
purchase orders, plans and specifications pertaining to Tenant's Pre-Occupancy
Work; (iv) copies of all licenses and permits required in connection with the
performance of Tenant's Pre-Occupancy Work; (v) certificates of insurance (in
amounts satisfactory to Landlord and with the parties identified in, or required
by, the Lease named as additional insureds) and instruments of indemnification
against all claims, costs, expenses, penalties, fines, and damages which may
arise in connection with Tenant's Pre-Occupancy Work; and (vi) assurances of the
ability of Tenant to pay for all of Tenant's Pre-Occupancy Work and/or a letter
of credit or other security deemed appropriate by Landlord securing Tenant's
lien-free completion of Tenant's Pre-Occupancy Work.

         (b)      Such pre-term access by Tenant and Tenant's employees, agents,
contractors, consultants, workmen, mechanics, suppliers and invitees shall be
subject to scheduling by Landlord.

         (c)      Tenant's employees, agents, contractors, consultants, workmen,
mechanics, suppliers and invitees shall fully cooperate, work in harmony and
not, in any manner, interfere with Landlord or Landlord's agents or
representatives in performing the Work and any additional work pursuant to
approved Change Orders, Landlord's work in other areas of the Building or the
Park, or the general operation of the Building. If at any time any such person
representing Tenant shall not be cooperative or shall otherwise cause or
threaten to cause any such disharmony or interference, including, without
limitation, labor disharmony, and Tenant fails to immediately institute and
maintain corrective actions as directed by Landlord, then Landlord may revoke
such license upon twenty-four (24) hours' prior written notice to Tenant.

         (d)      Any such entry into and occupancy of the Premises or any
portion thereof by Tenant or any person or entity working for or on behalf of
Tenant shall be deemed to be subject to all of the terms, covenants, conditions
and provisions of the Lease, excluding only the covenant to pay Rent. Landlord
shall not be liable for any injury, loss or damage that may occur to any of
Tenant's Pre-Occupancy Work made in or about the Premises or to any property
placed therein prior to the commencement of the term of the Lease, the same
being at Tenant's sole risk and liability. Tenant shall be liable to Landlord
for any damage to any portion of the Premises, the Work or the additional work
related to any approved Change Orders caused by Tenant or any of Tenant's
employees, agents, contractors, consultants, workmen, mechanics, suppliers and
invitees. In the event that the performance of Tenant's Pre-Occupancy Work
causes extra costs to be incurred by Landlord or requires the use of other
Building services, Tenant shall promptly reimburse Landlord for such extra costs
and/or shall pay Landlord for such other Building services at Landlord's
standard rates then in effect.

14.      LEASE PROVISIONS; CONFLICT. The terms and provisions of the Lease,
insofar as they are applicable, in whole or in part, to this EXHIBIT B, are
hereby incorporated herein by reference, and specifically including all of the
provisions of Section 29 of the Lease. In the event of any conflict between the
terms of the Lease and this EXHIBIT B, the terms of this EXHIBIT B shall
prevail. Any amounts payable by Tenant to Landlord hereunder shall be deemed to
be Additional Rent under the Lease and, upon any default in the payment of same,
Landlord shall have all rights and remedies available to it as provided for in
the Lease.

                                       4
<PAGE>

                          EXHIBIT C TO LEASE AGREEMENT
                               RULES & REGULATIONS

This exhibit, entitled "Rules & Regulations", is and shall constitute Exhibit C
to that certain Lease Agreement dated April 26, 2000 (the "Lease"), by and
between GAL-LPC STEVENSON BOULEVARD, LP, a California limited partnership
("Landlord") and VINA TECHNOLOGIES, INC., a California corporation ("Tenant")
for the leasing of certain premises located in the Stevenson Point Technology
Park at Building C, 39745 Eureka, Blvd., Newark, California (the "Premises").
The terms, conditions and provisions of this Exhibit C are hereby incorporated
into and are made a part of the Lease. Any capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to such terms as set
forth in the Lease:

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

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

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

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

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

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

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

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

9.       No person shall go on the roof without Landlord's permission, except as
otherwise provided herein.

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

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

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

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

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

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

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

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

                                       1
<PAGE>

RECORDING REQUESTED BY,                                      )
AND WHEN RECORDED, MAIL TO                                   )
                                                             )
GAL-LPC Stevenson Boulevard, LP                              )
c/o Washburn, Briscoe & McCarthy                             )
Attorneys at Law                                             )
55 Francisco Street, Suite 600                               )
San Francisco, California  94133                             )
Attn:  Richard H. Rosenthal, Esq.                            )
                                                             )
--------------------------------------------------------------------------------
                       Above Space For Recorder's Use Only

                                    EXHIBIT D
                                 DECLARATION OF
                     COVENANTS, CONDITIONS, AND RESTRICTIONS
                                       FOR
                            STEVENSON POINT TECHPARK

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                        <C>
RECITALS................................................................................   1

ARTICLE I - DEFINITIONS.................................................................   2

ARTICLE II - MEMBERSHIP.................................................................   4
         Section 2.1     Membership
         Section 2.2     Transfer
         Section 2.3     Voting Rights of Declarants and Affiliated Entity
         Section 2.4     Voting Rights of Members
         Section 2.5     Approvals and Consents

ARTICLE III - ASSESSMENT................................................................   5
         Section 3.1     Creation of the Lien and Personal Obligation of Assessments
         Section 3.2     Purpose of Assessments
         Section 3.3     Regular Assessments
         Section 3.4     Capital Improvement Assessments
         Section 3.5     Allocation of Assessments
         Section 3.6     Certificate of Payment
         Section 3.7     Exempt Property
         Section 3.8     Special Assessments
         Section 3.9     Date of Commencement of Regular Assessments
         Section 3.10    No Offsets
         Section 3.11    Reserves
         Section 3.12    Limitations on Assessments
         Section 3.13    Limitations on Parcel 7 Assessments

ARTICLE IV - NONPAYMENT OF ASSESSMENTS..................................................   6
         Section 4.1     Delinquency
         Section 4.2     Notice of Delinquent Assessment
         Section 4.3     Foreclosure Sale
         Section 4.4     Curing of Default
         Section 4.5     Reassessment of the Members

ARTICLE V - ARCHITECTURAL CONTROL.......................................................   6
         Section 5.1     Appointment of Architectural Committee
         Section 5.2     General Provisions
         Section 5.3     Approval and Conformity of Plans
         Section 5.4     Nonliability for Approval of Plans
         Section 5.5     Appeal
         Section 5.6     Inspection and Recording of Approval
         Section 5.7     Subterranean Improvements
         Section 5.8     Compliance with Laws
         Section 5.9     Completion of Work
         Section 5.10    Regulation of Improvements
         Section 5.11    Signs and Lighting

ARTICLE VI - DUTIES AND POWERS OF THE ASSOCIATION.......................................   8
         Section 6.1     General Duties and Powers
         Section 6.2     General Duties and Association
         Section 6.3     General Powers of the Association
         Section 6.4     Association Rules
         Section 6.5     Delegation of Powers
         Section 6.6     Emergency Powers
         Section 6.7     Waiver Against Declarants
         Section 6.8     Notice to the City

ARTICLE VII - REPAIR AND MAINTENANCE....................................................   9
         Section 7.1     Repair and Maintenance by Association
         Section 7.2     Repair and Maintenance by Owner
         Section 7.3     Right of Entry
         Section 7.4     Maintenance of Public Utilities
</TABLE>

                                       1
<PAGE>

<TABLE>
<S>                                                                                       <C>
ARTICLE VIII - INSURANCE................................................................  10
         Section 8.1     Duty to Obtain Insurance; Types
         Section 8.2     Right and Duty of Owners to Insure
         Section 8.3     Notice of Expiration
         Section 8.4     Premiums
         Section 8.5     Trustee for Policies
         Section 8.6     Actions as Trustee
         Section 8.7     Required Waiver

ARTICLE IX - [RESERVED].................................................................  11

ARTICLE X - EMINENT DOMAIN..............................................................  11
         Section 10.1    Definition of Taking
         Section 10.2    Representation by Association in Condemnation Proceedings
         Section 10.3    Award for Takings
         Section 10.4    Condemnation of Owner's Improvements
         Section 10.5    Reallocation Following Condemnation

ARTICLE  XI - USE RESTRICTIONS..........................................................  12
         Section 11.1    Permitted Uses
         Section 11.2    Other Operations and Uses
         Section 11.3    Nuisances
         Section 11.4    Temporary Structures
         Section 11.5    Vehicles
         Section 11.6    Antennae and Other Roof Structure
         Section 11.7    Window Covers
         Section 11.8    Drainage
         Section 11.9    Utility Usage
         Section 11.10   Transportation System Management Plan

ARTICLE XII - EASEMENTS.................................................................  13
         Section 12.1    Reservation of Easements
         Section 12.2    Certain Rights and Easements Reserved to Declarants and Owners
         Section 12.3    Certain Easements for Association
         Section 12.4    Relationship Between Easements

ARTICLE  XIII - RIGHTS OF LENDERS.......................................................  14
         Section 13.1    Filing Notice; Notice and Approvals
         Section 13.2    Priority of Mortgage Lien
         Section 13.3    Curing Defaults
         Section 13.4    Resale
         Section 13.5    Relationship with Assessment Liens
         Section 13.6    Other Rights of Mortgagees
         Section 13.7    Mortgagees Furnishing Information
         Section 13.8    Conflicts

ARTICLE  XIV - PROTECTION OF THE PROJECT FROM LIENS.....................................  15
         Section 14.1    Association to Defend Certain Actions
         Section 14.2    Payment of Lien
         Section 14.3    Owners to be Specially Assessed
         Section 14.4    Reimbursement by Certain Owners

ARTICLE  XV - INTEGRATED NATURE OF THE PROPERTY.........................................  15
         Section 15.1    Annexation
         Section 15.2    Supplemental Declarations
         Section 15.3    Annexation Without Approval and Pursuant to General Plan
         Section 15.4    Annexation Pursuant to Approval
         Section 15.5    Limitation Upon Annexation
         Section 15.6    Reallocation of Assessments

ARTICLE  XVI - GENERAL PROVISIONS.......................................................  16
         Section 16.1    Enforcement
         Section 16.2    No Waiver
         Section 16.3    Cumulative Remedies
         Section 16.4    Severability
         Section 16.5    Covenants to Run with the Land; Term
         Section 16.6    Construction
         Section 16.7    Singular Includes Plural
         Section 16.8    Nuisance
         Section 16.9    Attorneys' Fees
         Section 16.10   Notices
         Section 16.11   Exempted Improvements
         Section 16.12   Effect of Declaration
         Section 16.13   Personal Covenant
         Section 16.14   Nonliability of Officials
         Section 16.15   Leases
         Section 16.16   Construction by Declarants
         Section 16.17   Amendments; Repeal
         Section 16.18   Estoppel Certificates
         Section 16.19   Constructive Notice and Acceptance
         Section 16.20   Planned Development
         Section 16.21   Limitation of Liability
         Section 16.22   Rights/Obligations
         Section 16.23   Governing Law
         Section 16.24   Newark Municipal Code
</TABLE>

                                       2
<PAGE>

                                 DECLARATION OF
                     COVENANTS, CONDITIONS, AND RESTRICTIONS
                                       FOR
                            STEVENSON POINT TECHPARK

         THIS DECLARATION is made this ________ day of ________________, 2000,
by GAL-LPC STEVENSON Boulevard, LP, a California limited partnership, LEGACY
PARTNERS 2330 LLC, a California limited liability company, and BRIAN J.
O'CONNOR, GREGORY O'CONNOR, BRADLEY D. O'CONNOR, BRUCE T. O'CONNOR and CATHERINE
J. O'CONNOR, AS TRUSTEES OF THE B AND C O'CONNOR REVOCABLE TRUST DATED FEBRUARY
2, 1994 ("Declarants").

                                    RECITALS

         A.       Declarants are the fee owners of those certain parcels of real
property located in the City of Newark, County of Alameda, State of California,
described in Exhibit "A" to this Declaration, and the real property which may
from time to time be annexed and become a part of the Property. This Declaration
is being imposed by Declarants upon the Property.

         B.       Declarants have deemed it desirable to establish certain
covenants, conditions, and restrictions upon the Property and each and every
portion thereof, which will constitute a general scheme for the maintenance,
management, and development on an integrated basis of the Property and for the
use, occupancy, and enjoyment thereof.

         C.       It is desirable for the efficient management of the Property
and the preservation of the value, desirability, and attractiveness of the
Property to create a corporation to which should be delegated and assigned the
powers of managing and administering certain portions of the Property and
administering and enforcing these covenants, conditions, and restrictions and
collecting and distributing funds pursuant to the assessments and charges
hereinafter created and referred to, and to perform such other acts as shall
generally benefit the Property.

         D.       Stevenson Point Techpark Owners' Association, a nonprofit
mutual benefit corporation, will be incorporated under the laws of the State of
California for the purpose of exercising the powers and functions aforesaid.

         E.       Declarants will hereafter hold and convey title to all of the
Property subject to certain protective covenants, conditions, and restrictions
hereafter set forth.

         NOW, THEREFORE, Declarants hereby covenant, agree, and declare that the
Property shall be held and conveyed subject to the following covenants,
conditions, restrictions, and easements, which are hereby declared to be for the
benefit of the Property and the owners, their successors, and assigns. These
covenants, conditions, restrictions, and easements shall run with the land and
shall be binding upon all parties having or acquiring any right or title in the
Property or any part thereof, shall inure to the benefit of each Owner thereof,
and are imposed upon every part of the Property as a servitude in favor of each
and every Lot as the dominant tenement or tenements.

                                       1
<PAGE>

                             ARTICLE I - DEFINITIONS

         Unless the context clearly indicates otherwise, the following terms
used in this Declaration are defined as follows:

         "ARCHITECTURAL COMMITTEE" shall mean the committee or committees
provided for in Article V herein, entitled "Architectural Control."

         "ARCHITECTURAL STANDARDS" shall mean the architectural standards
adopted and promulgated by the Board from time to time to govern the
architectural standards which are to be applicable to the erection,
construction, placement or alteration of Improvements on the Property.

         "ARTICLES" and "BY-LAWS" shall mean the Articles of Incorporation and
By-laws of the Association as the same may from time to time be duly amended. In
the event of any conflict between the Articles, the By-laws, and this
Declaration, the provisions of this Declaration shall control.

         "ASSESSMENT" shall have the following-meanings as hereinafter defined:

         "REGULAR ASSESSMENT" shall mean the amount that is to be paid by each
Owner to the Association for Common Expenses.

         "CAPITAL IMPROVEMENT ASSESSMENT" shall mean a charge against each Owner
and each Owner's Lot representing a portion of the cost to the Association for
the construction or installation (other than due to partial or total
destruction) of any existing or future Capital Improvements.

         "RECONSTRUCTION ASSESSMENT" shall mean a charge against each Owner and
each Owner's Lot representing a portion of the cost to the Association in excess
of any insurance proceeds applicable thereto, to restore and make extraordinary
repairs to any Capital Improvements, in the event of total or partial
destruction.

         "SPECIAL ASSESSMENT(S)" shall mean a charge as defined in Section 3.8.

         "ASSOCIATION" shall mean Stevenson Point Techpark Owners' Association,
a nonprofit mutual benefit corporation, incorporated under the laws of the State
of California, its successors and its assigns.

         "ASSOCIATION RULES" shall mean rules adopted by the Association
pursuant to Article VI herein, entitled "Duties and Powers of the Association."

         "BOARD" shall mean the Board of Directors of the Association.

         "BUILDING" shall mean any structural improvement on any Lot which is
enclosed by exterior walls, floor, and roof and which is primarily intended for
human occupancy. "Building" shall not mean utility vaults or other enclosed
utility facilities.

         "BUILDING SQUARE FOOTAGE" shall mean the total gross square footage of
any and all Buildings on a Lot, and without deduction therefrom for square
footage which is customarily deemed in the real estate and/or leasing profession
in the state of California as "non-rental square footage" or "non-rentable
space." As used herein the total gross square footage of a Building shall
consist of the total square footage within the exterior walls of each floor of
the Building, less the square footage of any structures which protrude from the
plane formed by the exterior walls of the Building, including without
limitation, roof overhangs, loading docks, and truck aprons, if any.

         "CAPITAL IMPROVEMENTS" shall mean improvements owned, installed or
constructed by the Association within any portion of the Property or Stevenson
Boulevard for the benefit of the Property and/or the Members, or any improvement
installed or constructed by the Declarants on behalf of the Association, an
Owner or the City including, without limitation, landscaping, storm water
detention basins and related facilities, or any improvements the Association may
reasonably authorize from time to time pursuant to the terms of this
Declaration, the Articles and By-laws, and in furtherance of the purposes hereof
for the improvement and benefit of the Property and/or the Members. Capital
Improvements may include, but not be limited to waterlines and appurtenant
facilities, sewer lines and appurtenant facilities, electrical and gas
distribution lines and appurtenant facilities, storm drain lines and appurtenant
facilities including but not limited to storm water retention basin(s), parking
facilities, walkways, fences, hedges, poles, signs, par courses, jogging trails
and facilities and public and private recreational facilities.

         "CITY" shall mean the City of Newark, California.

         "COMMON AREA" shall mean the portion of the Property over which the
Declarants, Owners and/or the Association have mutual rights or obligations of
use, beneficial enjoyment or maintenance pursuant to the terms of this
Declaration or the conditions of approval of any final map or any governmental
approval of the use of the Property. The location of the initial Common Areas
within the Property that are subject to this Declaration are identified on
Exhibit B, hereto.

         "COMMON EXPENSES" shall mean the actual and estimated costs of:

         (a)      costs of management and administration of the Association
including, but not limited to, compensation and all fringe benefits and payroll
taxes paid to, for or with respect to all Persons engaged in the operating,
maintaining, or cleaning of Common Areas or Capital Improvements paid by the
Association to managers, accountants (including the costs of audits and related
financial statements and reports with respect to the Association's books and
records), attorneys, and employees, and to any individual without limitation for
purposes of performing and discharging the Association's duties as set forth in
Article VI herein, entitled "Duties and Powers of the Association";

         (b)      the costs of the following: maintenance, repair and
replacement of gardening and landscaping; utilities, water and sewage charges;
maintenance of storm water detention/pond and related facilities; maintenance
and repair of storm water detention basins and related facilities, maintenance
of signs (other than Tenant's signs); straight line depreciation on personal
property owned by Association which is consumed in the operation or maintenance
of the Common Areas or Capital Improvements; rental or lease payments paid by
Association for rented or leased personal property used in the operation or
maintenance of the Common Areas or Capital Improvements; fees for required
licenses and permits; repairing, resurfacing, repaving, maintaining, painting,
lighting, cleaning of parking areas, refuse removal, and similar items, which
are not separately paid by Lot Owners. Common Area costs shall not include
depreciation of real property which forms part of the Common Area.

                                       2
<PAGE>

         (c)      the costs of fire, casualty, liability, workmen's
compensation, and other insurance necessary to the conduct of the Association's
duties;

         (d)      reasonable reserves as deemed appropriate by the Board;

         (e)      the costs of bonding of the members of the Board, any
professional managing agent, or any other Person handling the funds of the
Association;

         (f)      taxes and assessments paid by the Association;

         (g)      costs incurred by committees established by the Board in
accordance with this Declaration and the By-laws;

         (h)      costs of security services for the Property;

         (i)      any and all claims, causes of action, settlements, judgments,
awards, and liabilities against or of the Association which arise out of the
Association's performance or lack of performance of any or all of its duties or
exercise of the powers specified in this Declaration, the Articles, the By-Laws,
the Association Rules, or any other document specifying the duties and/or powers
of the Association;

         (j)      liens, encumbrances, fees, claims, costs and expenses, from
whatever source against all or a portion of the Common Areas or the Capital
Improvements, which must be paid by the Association or which, in the sole
opinion of the Association, should be paid by the Association rather than an
Owner of a Lot; and

         (k)      other costs, expenses, and fees incurred by the Association
for any reason whatsoever in connection with the furtherance of the purposes of
the Association or in the discharge of any duties or powers of the Association,
including, without limitation, any costs, expenses and fees which are not
enumerated above, but are of the type enumerated above and are normally and
customarily incurred by entities similar to the Association, and which are
incurred by the Association in satisfaction of any obligation owed Tenants by
Owners pursuant to the terms of their leases, or in satisfaction of any
requirements of Permits and Approvals, with respect to the Common Area or the
Capital Improvements.

         The Association may cause any or all of such services to be provided by
third parties.

         As used in this Declaration, the terms "taxes and assessments" shall
mean any form of taxes and assessments including, but not limited to, general,
special, ordinary or extraordinary, commercial rental tax, improvement bond or
bonds, income tax, license fee, license tax, rental tax, levy, penalty, or tax
imposed by any authority having the direct or indirect power of tax, including
any city, county, state, or federal government, or any school, agricultural,
lighting, drainage, or other improvement district thereof, as against any legal
or equitable interest of an owner of real or personal property, as against a
lessor's right to rent or other income therefrom, or as against a lessor's
business of leasing real or personal property or the occupancy of or possession
by a lessee, or any other tax, fee, or excise, however described, including any
value added tax, or any tax imposed in substitution, partially or totally, for
any of the foregoing or otherwise. Taxes and assessments shall also include
reasonable legal fees and costs incurred in connection with proceedings to
contest, determine, or reduce taxes.

         "CONDEMNATION" shall have the meaning given in Section 10.5.

         "COUNTY" shall mean Alameda County, California.

         "DECLARANTS" shall mean those persons listed in the initial paragraph
of page 1 of this Declaration.

         "DELINQUENCY DATE" shall have the meaning given in Section 4.1.

         "EVENTS OF FORECLOSURE" shall have the meaning given in Section 13.5.

         "EXISTING EASEMENTS" shall have the meaning given in Section 12.4.

         "GROSS SQUARE FOOTAGE" of a Lot or the Property, as the case may be,
shall mean the total square footage within the boundaries of the Lot or Property
as those boundaries are established and shown on the subdivision map and parcel
maps for the Property, which maps are described in Exhibit A.

         "IMPROVEMENTS" shall mean structures and construction of any kind,
whether above or below the land surface, including, but not limited to,
buildings, outbuildings, walls, loading areas, stairs, decks, water lines and
appurtenant facilities, sewer lines and appurtenant facilities, electrical and
gas distribution lines and appurtenant facilities, storm drain lines and
appurtenant facilities, communications lines and appurtenant facilities parking
facilities, walkways, fences, landscaping, poles, signs, retaining walls, public
and private recreational facilities, public access facilities, and any other
structures of any type or kind located on the Property.

         "LOT" shall mean each separate legal parcel, excluding Parcel A, shown
on the subdivision map or parcel maps for the Property, which maps are described
in Exhibit "A", and each reference herein to any particular Lot number shall
refer to such lot or parcel number as shown on such maps. "LOT" also shall mean
any lot shown on any final map which is hereafter filed for record or any
parcel, as the case may be, shown on any parcel map filed for record to the
extent such lot or parcel is part of the Property.

         "MEMBER" shall mean every Person who qualifies for membership in the
Association pursuant to the Article of this Declaration entitled "Membership,"
including the Declarants so long as the Declarants qualify for membership
pursuant to said Article.

         "MORTGAGE" shall mean any duly recorded mortgage or deed of trust
encumbering a Lot. A "FIRST MORTGAGE" shall refer to a Mortgage which has
priority over any other Mortgage encumbering a specific Lot.

         "MORTGAGEE" shall mean the mortgagee or beneficiary under any Mortgage.
A "FIRST MORTGAGEE" shall mean the holder of a Mortgage that has priority over
any other Mortgage encumbering a Lot.

         "NONPAYING OWNER" shall have the meaning given in Section 4.5.

                                       3
<PAGE>

         "OCCUPANT" shall mean those Persons entitled by ownership, leasehold
interest, or other legal relationship has the right to occupy any portion of the
Property or the Improvements.

         "OWNER" shall mean one or more Persons who are alone or collectively
the record owner of a fee-simple title to a Lot, including Declarants, or the
vendee under an installment land sales contract, but excluding those having any
interest merely as security for the performance of an obligation. In the event
that the ownership of any Building or other Improvements on any portion of the
Property shall ever be severed from the land, whether by lease or by deed, only
the owner of the interest in the land shall be deemed an Owner hereunder. An
Owner shall not necessarily be an Occupant. The owner of the fee title and not
the lessee of a Lot shall be deemed the Owner regardless of the term of any
lease; provided, however, that Declarants hereby reserve for themselves the
right to have any lessee who has leased any Lot(s) owned by the Declarants for a
period of twenty-five (25) years or more to be considered the "Owner" of such
Lot(s) for purposes of this Declaration.

         "PARCEL MAP" shall mean that Parcel Map 7255, City of Newark, County of
Alameda, California, recorded in Book 236 of Parcel Maps at pages 79-85,
inclusive, on September 21, 1998 in the Official Records of Alameda County.

         "PERMITS AND APPROVALS" shall mean all existing and future permits,
approvals and entitlements granted or issued by governmental entities which
regulate the use of the Property.

         "PERSON" shall mean any natural person, corporation, partnership,
limited liability company, firm, association, or any other entity whether acting
in an individual, fiduciary or other capacity.

         "PROPERTY" shall mean all the real property described in Exhibit "A"
hereto, and subject to the annexation thereto pursuant to Article XV of this
Declaration entitled "Integrated Nature of the Property," and any real property
which shall become subject to this Declaration.

         "SUBDIVIDING OWNER" shall have the meaning given in Section 2.4.

         "SUPPLEMENTAL DECLARATION" shall mean those certain declarations of
covenants, conditions, and restrictions or similar instruments annexing
additional property as provided in Article XV hereof, entitled "Integrated
Nature of the Property."

         "UNPAID ASSESSMENTS" shall have the meaning given in Section 4.5.

                             ARTICLE II - MEMBERSHIP

         Section 2.1 - Membership. Every Owner shall be a Member. The terms and
provisions set forth in this Declaration which are binding upon all Owners are
not exclusive, as Owners shall, in addition, be subject to the terms and
provisions of the Articles, By-laws, and Association Rules to the extent the
provisions thereof are not in conflict with the Declaration. Membership of
Owners shall be appurtenant to and may not be separated from the interest of
such Owner in any Lot. Ownership of a Lot shall be the sole qualification for
membership; provided, however, a Member's voting rights, if any, may be
regulated or suspended as provided in this Declaration, the By-laws, or the
Association Rules.

         Section 2.2 - Transfer. The membership held by any Owner shall not be
transferred, pledged, or alienated in any way except that such membership shall
automatically be transferred to the transferee of the interest of an Owner. Any
attempt to make a prohibited transfer is void and will not be reflected upon the
books and records of the Association. The Association shall have the right to
record the transfer upon the books of the Association without any further action
or consent by the transferring Owner. The provisions of this Section 2.2 shall
not apply to the transfer, pledge, or alienation of a membership to a Mortgagee
in connection with a Mortgage.

         Section 2.3 - Voting Rights of Declarants and Affiliated Entity. So
long as (a) any one or more of the Declarants either separately or collectively,
or their successors in title, shall own or owns or control or controls at least
twenty-five percent (25%) of the available voting rights of all Members of the
Association, or (b) until all of the Declarants, or their successors in title,
elect in writing to authorize voting on the part of all Members as set forth in
Section 2.4 hereof, whichever of the events described in (a) or (b) above occurs
first, the Declarants, as their respective interests may appear, shall be the
only Members entitled to vote on any matter pertaining to any provision
contained in this Declaration or the By-laws; provided, however, that all voting
rights, whether exercised by the Declarants or by all the Members, shall be
subject to the restrictions and limitations provided herein and the Articles,
By-laws, and Association Rules.

         Section 2.4 - Voting Rights of Members. Upon the transfer of voting
rights to or vesting of voting rights in the Members in accordance with Section
2.3 hereof, each Member shall be entitled to one (1) vote per Lot, plus one (1)
additional vote for each square foot within the Gross Square Footage of land of
such Lot; provided, however, that the Gross Square Footage of land within Parcel
1 as shown on the Parcel Map shall not include the area within the boundaries of
the water drainage filtration basin located in the westernmost part of Parcel 1
for the purpose of calculation of the voting rights (or Assessments allocation)
of Parcel 1. When more than one Person is the Owner of a Lot, each such Person
shall be a Member, and the vote or votes for such Lot shall be exercised as they
among themselves determine, but in no event shall more votes be cast with
respect to any Lot than could be cast if such Lot were owned by only one Owner.
In the event any Owner shall, from and after the date hereof, subdivide any Lot
owned by such Owner (the "SUBDIVIDING OWNER"), the Owners of the subdivided
Lots, including the Subdividing Owner if the Subdividing Owner shall continue to
own one or more of the subdivided Lots, shall in total only be entitled to vote
that percentage of the vote originally available to the Subdividing Owner for
the subdivided Lots prior to the subdivision.

         Section 2.5 - Approvals and Consents. Prior to the transfer of voting
rights to the Members in accordance with Section 2.3 hereof, any provision of
this Declaration or the By-laws which requires the vote or written ballot or
written consent of a specified majority of the voting power of the Association
as set forth in the By-laws, shall be deemed satisfied upon the written consent
of Declarants, exercising the entire voting power of the Association. Further,
prior to the transfer of voting rights to the Members in accordance with Section
2.3 hereof, any provision in this Declaration which requires the vote, consent,
approval, or action of the Declarants shall be deemed satisfied if voted upon,
consent to, approved by, or acted upon by all of the then Declarants under this
Declaration, if any.

                                       4
<PAGE>

                            ARTICLE III - ASSESSMENTS

         Section 3.1 - Creation of the Lien and Personal Obligation of
Assessments. Each Owner, including the Declarants, whether or not it shall be so
expressed in any such deed or other conveyance, is deemed to covenant and agree
to pay to the Association Regular Assessments, Capital Improvement Assessments,
Special Assessments and Reconstruction Assessments (the "ASSESSMENTS"), such
Assessments to be fixed, established, and collected from time to time as
provided in this Declaration. Unless otherwise provided for in this Declaration,
the Assessments shall be due on the date or dates set forth in a written notice
by the Board to the affected Members, specify the particular Assessment against
the particular Member and Lot, specify the factual basis giving rise to the
Assessment, and further specify the supporting calculations for the Assessment
against the particular Member and Lot. The Assessments, together with interest
(including interest on the unpaid Assessments, on reasonable costs of
collection, and on late charges), late charges, attorneys' fees and court costs,
and other costs of collection thereof, as hereinafter provided, shall be a
continuing lien upon the Lot against which each such Assessment is made from and
after the date the Association causes to be recorded in the Office of the
Recorder of the County a Notice of Delinquent Assessment (hereafter defined in
Section 4.2). The Notice of Delinquent Assessment may only be given and/or
recorded after the Delinquency Date (hereinafter defined in Section 4.1).

         Section 3.2 - Purpose of Assessments. The Assessments levied by the
Association shall be used exclusively to carry out the duties and obligations of
the Association, for the common good of the Owners.

         Section 3.3 - Regular Assessments. The Board shall determine the amount
of the Regular Assessment to be paid by each Member, based on the Board's
estimate of the total Common Expenses and Capital Improvement Assessments to be
incurred for each upcoming fiscal year. Each Member shall thereafter pay to the
Association its Regular Assessment in installments as established in a written
notice sent to Members by the Board. The Board reserves the right in its
discretion (i) to revise the amount of the Regular Assessment if it is or will
become inadequate to meet all Common Expenses for any reason and (ii) reduce the
amount or abate the collection of the Regular Assessment if the Regular
Assessment is excessive.

         Section 3.4 - Capital Improvement Assessments. In addition to the
Regular Assessments the Association may levy in any calendar year a Capital
Improvement Assessment applicable to that year only. The Capital Improvement
Assessment shall be allocated to each Owner as provided in Section 3.5. All
amounts collected as Capital Improvement Assessments may only be used for
Capital Improvements and shall not be commingled with any other funds of the
Association.

         Section 3.5 - Allocation of Assessments. All Assessments shall be
charged to and divided among each Lot and Owner of a Lot pro rata according to
the number of votes appurtenant to their respective Lot or Lots.

         Section 3.6 - Certificate of Payment. The Association shall upon demand
furnish to any Member liable for Assessments a certificate in writing signed by
an officer or authorized agent of the Association setting forth whether the
Assessment(s) on a specified Lot have been paid, and the amount of delinquency,
if any. A reasonable charge may be collected by the Board for the issuance of
these certificates.

         Section 3.7 - Exempt Property. All properties dedicated in fee to and
accepted by a public authority shall be exempt from the Assessments created
herein.

         Section 3.8 - Special Assessments. Special Assessments shall be levied
by the Board against a Lot to reimburse the Association for:

         (a)      costs incurred in bringing an Owner and his Lot into
compliance with the provisions of this Declaration, the Articles, the By-laws,
or Association Rules, including without limitation, attorneys' fees, interest,
and other charges relating thereto as provided in this Declaration;

         (b)      any other charge designated as a Special Assessment in this
Declaration, the Articles, By-laws, or Association Rules; and

         (c)      any extraordinary or disproportionate cost or expense incurred
by the Association due to (i) actions by an Owner or Occupant of a Lot, or the
employees, agents, invitees, or licensees of either of them, or (ii) contractual
requirements of the Owner or tenants thereof, or Permits or Approvals, which
require extraordinary or disproportionate cost.

         The Special Assessment shall be a lien and assessment against the
particular Lot or Lot(s) which gave rise to the Special Assessment.

         In the event the Association undertakes to provide materials or
services which benefit individual Lots and which may be accepted at the election
of individual Owners, such Owners in accepting such materials or services agree
that the costs thereof shall be a Special Assessment against said individual
Lots.

         Section 3.9 - Date of Commencement of Regular Assessments. The Regular
Assessments shall commence as to all Lots now existing or which have been
annexed pursuant to Article XV hereof on a date selected by the Board. It is
provided further that in the event the amount budgeted to meet Common Expenses
for the then current year proves to be excessive in light of the actual Common
Expenses, the Board in its discretion may either reduce the amount of the
Regular Assessment or may abate collection of Regular Assessments as it deems
appropriate.

         Section 3.10 - No Offsets. All Assessments shall be payable in the
amount specified by the assessment and no offsets against such amount shall be
permitted for any reason, including, without limitation, as a result of a claim
that the Association is not properly exercising its duties and powers as
provided in this Declaration, or that the Owner has not received or will not
receive the benefits of the Common Area or services provided by the Association.

         Section 3.11 - Reserves. All amounts collected as reserves, whether
pursuant to this Section or otherwise, shall be deposited by the Board in
separate interest-bearing bank accounts to be held in trust for the purposes for
which they are collected and are to be segregated from and not commingled with
any other funds of the Association. Such reserves shall be deemed a contribution
by the Members to the capital account of the Association.

                                       5
<PAGE>

         Section 3.12 - Limitations on Assessments. Any assessments levied
pursuant to this Declaration, the Articles, the By-Laws, the Association Rules,
or any other document governing the Association shall not exceed the maximum
amount permitted by applicable law.

         Section 3.13 - Limitations on Parcel 7 Assessments. Notwithstanding any
other provision of this Declaration, the Owner or Owners of that parcel included
in the Property known as Parcel 7 of Parcel Map 7255, as recorded in the
Official Records of the County of Alameda on September 21, 1998 in Book 236 of
Parcel Maps at pages 79-85, shall not be assessed for any of the costs
associated with the construction of public infrastructure improvements related
to the completion of Eureka Drive or Stevenson Boulevard as such improvements
are shown on those Street Improvement Plans For Parcel Map 7255, Newark,
California, Sheets 99D08 through 99D072, inclusive, dated April 5, 1999 and
approved by the City of Newark on June 24, 1999.

                     ARTICLE IV - NONPAYMENT OF ASSESSMENTS

         Section 4.1 - Delinquency. Any Assessment provided for in this
Declaration which is not paid within fifteen (15) days after the date said
Assessment became due shall be considered delinquent on the date immediately
following the fifteenth (15th) day after the date said Assessment became due
(the "DELINQUENCY DATE"). If any such Assessment is not paid within ten (10)
days after the Delinquency Date, a late charge not exceeding ten percent (10%)
of the delinquent Assessment or Ten Dollars ($10.00), whichever is greater, may,
at the election of the Board, be levied and the delinquent assessment may, at
the election of the Board, bear interest at the rate of Twelve percent (12%) per
annum from and after the thirtieth (30th) day after the Assessment became due,
but in any event not higher than the maximum rate permitted by law. The
Association may, at its option and without waiving the right to judicially
foreclose its lien against the Lot, pursue any available remedies, including,
without limitation, bringing an action at law against the Owner personally
obligated to pay the same and/or upon compliance with the notice provisions set
forth in Section 4.2 herein, entitled "Notice of Delinquent Assessment," to
foreclose the lien against the Lot. If action is commenced, there shall be added
to the amount of such Assessment the late charge, interest (including without
limitation interest on the delinquent Assessment, reasonable costs of
collection, and late charges), the cost of such action, and attorneys' fees
incurred in connection with such action; and in the event a judgment is
obtained, such judgment shall include said late charge, interest (including
without limitation interest on the delinquent assessment, on reasonable costs of
collection and on late charges), and reasonable attorneys' fees, together with
the costs of the action. Each Owner vests in the Association or its assigns the
right and power to bring all actions at law or equity for lien foreclosure
against such Owner or other Owners for the collection of such delinquent
Assessments.

         Section 4.2 - Notice of Delinquent Assessment. No action shall be
brought to foreclose said Assessment lien or to proceed under the power of sale
herein provided until thirty (30) days after the date a Notice of Delinquent
Assessment is deposited in the United States mail, certified or registered,
postage prepaid, to the Owner of said Lot, and a copy thereof is recorded by the
Association in the office of the County Recorder in the County at least twenty
(20) days after the date the Notice of Delinquent Assessment is deposited in the
mail as provided above; said Notice of Delinquent Assessment must recite a good
and sufficient legal description of any such Lot, the record Owner or reputed
Owner thereof, the nature of the Owner's ownership interest in the Lot, the
amount which is delinquent, which shall include interest and late charges as
provided for in Section 4.1, if so elected by the Board, plus reasonable
attorneys' fees and expenses of collection in connection with the debt secured
by said lien, the fact that the delinquent amount is a lien against the Lot, and
the name and address of the trustee authorized to enforce the lien by sale. Said
late charge may be increased by the Board in its reasonable discretion not more
frequently than annually based upon increases in the Consumer Price Index - All
Urban Consumers (base year 1982-1984 = 100) for the San Francisco Oakland Area,
as published by the United States Department of Labor, Bureau of Labor
Statistics, but in no event shall the late charge exceed the maximum amount
permitted by California Civil Code Section 1366(d) or other applicable law.

         Section 4.3 - Foreclosure Sale. Any Assessment lien may be enforced by
sale by the Association, its attorney, or any other Person authorized by the
Board to make the sale after failure of the Owner to make the payments specified
in the Notice of Delinquent Assessment within said thirty (30) day period. Any
such sale provided for above is to be conducted in accordance with all
applicable provisions of the laws of the State of California, applicable to the
exercise of powers of sale in mortgages and deeds of trust. The Association,
through its duly authorized agents, shall have the power to bid on the Lot,
using as a credit bid the amounts secured by such lien, Association funds, or
funds borrowed for such purpose at the sale, and to acquire and hold, lease,
mortgage, and convey the same.

         Section 4.4 - Curing of Default. Upon the timely payment or other
satisfaction of:

         (a)      all delinquent Assessments specified in the Notice of
Delinquent Assessment;

         (b)      all other Assessments which have become due and payable with
respect to the Lot as to which such Notice of Delinquent Assessment was
recorded; and

         (c)      interest (including interest on the delinquent Assessments, on
reasonable costs of collection, and on late charges), late charges, attorneys'
fees, and other costs of collection pursuant to this Declaration and the Notice
of Delinquent Assessment which have accrued, an officer of the Association or
any other Person designated by the Board is hereby authorized to file or record,
as the case may be, an appropriate release of such Notice of Delinquent
Assessment and the lien imposed thereby upon payment by the defaulting Owner of
a reasonable fee to cover the costs of preparing and filing or recording such
release.

         Section 4.5 - Reassessment of the Members. In the event the Association
is unable to obtain payment from one or more Owners ("NONPAYING OWNER") for any
Assessments prior to the Delinquency Date ("UNPAID ASSESSMENTS"), the
Association, without releasing any delinquent Owner and without waiving any
remedy set forth herein, may reassess the Members for a sum equal to the Unpaid
Assessments. Upon payment by the Nonpaying Owner of the Unpaid Assessments or
upon collection of same by the Association, the Association shall credit
Assessments due or to be due in the future by Members in an amount equal to the
Unpaid Assessment, or a portion thereof, for which the Member was assessed.

                        ARTICLE V - ARCHITECTURAL CONTROL

         Section 5.1 - Appointment of Architectural Committee. Declarants, as
their respective interests may appear, shall initially have the right to elect
the Architectural Committee, and shall retain the right to appoint, augment, or
replace all members of the Architectural Committee prior to the transfer of
voting rights as set forth in Section 2.3. The Declarants shall elect the
members of the Architectural Committee as set forth in Section 2.4. The
Architectural Committee shall consist of not less than three (3) Persons, as
fixed from time to time by Declarants, and upon such transfer of voting

                                       6
<PAGE>

rights to or vesting of voting rights in the Members, by resolution of the
Board. The Persons appointed by the Board to the Architectural Committee must be
Members; however, Persons appointed by Declarants to the Architectural Committee
need not be Members, in Declarants' sole discretion.

         Section 5.2 - General Provisions.

         (a)      The Architectural Committee may establish reasonable
procedural rules and may assess a fee not to exceed Five Hundred Dollars
($500.00) (unless the Architectural Committee reasonably determines that such
fee is insufficient to defray the expenses of a review in compliance with the
provisions of this Article, in which event the Architectural Committee may
impose an increased fee) per submission of plans in connection with review of
plans and specifications including, without limitation, the number of sets of
plans to be submitted; provided, however, the Architectural Committee may
delegate its plan review responsibilities to one or more members of such
Architectural Committee. Upon such delegation, the approval or disapproval of
plans and specifications by such Persons shall be equivalent to approval or
disapproval by the entire Architectural Committee. Unless any such rules are
complied with, such plans and specifications shall be deemed not submitted.

         (b)      The address of the Architectural Committee shall be the
principal office of the Association as designated by the Board pursuant to the
By-laws. Such address shall be the place for the submittal of plans and
specifications and the place where the current Architectural Standards shall be
kept.

         (c)      The establishment of the Architectural Committee and the
systems herein for architectural approval shall not be construed as changing any
rights or obligations upon Owners to maintain, repair, alter, or modify or
otherwise have control over the Lots as may otherwise be specified in this
Declaration, in the By-laws or in any Association Rules.

         (d)      In the event the Architectural Committee fails to approve or
disapprove such plans and specifications within thirty (30) days after the same
have been duly submitted in accordance with any rules regarding such submission
adopted by the Architectural Committee, such plans and specifications will be
deemed approved.

         Section 5.3 - Approval and Conformity of Plans.

         (a)      No Improvements shall be erected, placed, altered, maintained,
or permitted to remain on any of the Property until plans and specifications
showing the plot layout and all exterior elevations with materials and colors
therefor and structural designs, signs, parking, driveway, walkways,
landscaping, and such other drawings, plans, designs, and specifications as are
requested by the Architectural Committee, shall have been submitted to and
approved in writing by the Architectural Committee; provided, however, that the
restrictions set forth in this Section 5.3 shall not apply to Buildings existing
as of the date of this Declaration or Improvements which are to be erected,
placed, or altered entirely within a Building which do not affect the exterior
or the structural design of a Building. Such plans and specifications shall be
submitted in writing over the authorized signature of the Owner or Occupant of
the Lot or his authorized agent. The Board shall adopt and promulgate the
Architectural Standards. The Architectural Standards adopted by the Board shall
apply with respect to the plans and specifications and the Improvements
contemplated thereby which are subject to approval by the Architectural
Committee shall be administered through the Architectural Committee. The
Architectural Standards shall include, among other things, those restrictions
and limitations upon the Owners set forth below:

                  (i)      Reasonable time limitations for the completion of the
Improvements for which approval is required pursuant to the Architectural
Standards;

                  (ii)     Conformity of completed Improvements to plans and
specifications approved by the Architectural Committee pursuant to this Article
V; provided, however, that as to purchasers in good faith and for value, the
restrictions set forth herein pertaining to non-completion or nonconformance
shall not apply, unless notice of non-completion or nonconformance identifying
the violating Lot and its Owner, specifying the reason for the notice, and
executed by the Architectural Committee shall be filed of record in the Office
of the County Recorder of the County, and given to such Owner within thirty (30)
days of the expiration of the time limitation described in subsection (i) above,
or unless legal proceedings shall have been instituted to enforce compliance or
completion within said thirty (30) day period, and the completed Improvements
shall be deemed to be in compliance with plans and specifications approved by
the Architectural Committee as required herein and in compliance with the
applicable Architectural Standards, but only with respect to purchasers and
encumbrances in good faith and for value; and

                  (iii)    Such other limitations and restrictions as the Board
in its reasonable discretion shall adopt, including, without limitation, the
regulation of the following: construction, reconstruction, exterior addition,
change, or alteration to or maintenance of any building, structure, wall, fence,
or other Improvement, including, without limitation, the nature, kind, shape,
height, materials, exterior color, and surface and location of such Improvement;
the type, location, and elevation of trees, bushes, shrubs, plants, hedges, and
fences; the harmony of exterior design and color in relation to other
Improvements within the Property; effect of location and use of Improvements and
landscaping on neighboring property, Improvements, landscaping, operations, and
uses; relation of topography, grade, and finished ground elevation of the
property being improved to that of neighboring property; proper facing of
primary elevations with respect to nearby streets; preservation of view and
aesthetic beauty; with respect to fences, walls, and landscaping, assurance of
adequate access by the Association in connection with the performance of its
duties and the exercise of its powers hereunder; conformity with such rules and
regulations as may be adopted by the Architectural Committee in accordance with
this Article; conformity of the plans and specifications to the purpose and
general plan and intent of this Declaration and inclusion in such plans and
specifications of provision for the construction of adequate parking, driveways,
and walkways in relation to the Building which are to be constructed thereon and
the uses to be made thereof.

         (b)      The Board shall further adopt a procedure by which a
prospective Owner intending to erect Improvements on a Lot may submit and obtain
the advance approval of the Architectural Committee of such prospective Owner's
plans therefor prior to the purchase of a Lot.

         (c)      The Architectural Standards initially adopted by the Board
shall not be revoked, amended or supplemented without the prior written consent
of the Declarants, so long as any of the Declarants is an Owner of any Lot.

         Section 5.4 - Nonliability for Approval of Plans. Plans and
specifications are not approved for engineering design and by approving such
plans and specifications neither the Architectural Committee, the members
thereof, the Association, the Members, the Board, nor the Declarants assumes
liability or responsibility therefor or for any defect in any structure
constructed from such plans and specifications.

                                       7
<PAGE>

         Section 5.5 - Appeal. In the event plans and specifications submitted
to the Architectural Committee are disapproved thereby, the party or parties
making such submission may appeal in writing to the Board in the event voting
rights shall have transferred to or vested in the Members. The written request
shall be received by the Board not more than thirty (30) days following the
final decision of the Architectural Committee. The Board shall submit such
request to the full Architectural Committee for review, whose written
recommendations will be submitted to the Board. Within thirty (30) days
following receipt of the request for appeal, the Board shall render its written
decision. The failure of the Board to render a decision within said thirty (30)
day period shall be deemed a decision against the appellant. Prior to the date
of the transfer of voting rights to or vesting of voting in the Members, any
decision by the Architectural Committee shall be final and may not be appealed
as provided for by this Section 5.5.

         Section 5.6 - Inspection and Recording of Approval. Any member of the
Architectural Committee or any officer, director, employee, or agent of the
Association, at any reasonable time and after not less than twenty-four (24)
hours oral notice to the Owner, may enter without being deemed guilty of
trespass upon any Lot and Improvements, in order to inspect Improvements
constructed or being constructed on such Lot to ascertain that such Improvements
have been or are being built in compliance with plans and specifications
approved by the Architectural Committee and in accordance with the Architectural
Standards. The Architectural Committee shall cause such an inspection to be
undertaken within thirty (30) days of a request therefor from any Owner as to
his Lot, and if such inspection reveals that the portions of the Improvements
completed as of the date of the inspection, or if the Improvements have been
completed as of the date of the inspection, the completed Improvements have been
completed in compliance with this Article, the President and the Secretary of
the Association shall provide to such Owner a notice of such approval in
recordable form which, when recorded, shall be conclusive evidence of compliance
as of the date of the inspection with the provisions of this Article as to
portions of the completed Improvements inspected, or if the Improvements are
completed on the date of inspection, then the completed Improvements described
in such recorded notice, but as to such portions of or completed Improvements
only. The Architectural Committee may, in its sole discretion, assess a fee or
any aforesaid inspections requested by an Owner to defray the expenses of any
such inspections.

         Section 5.7 - Subterranean Improvements. No Improvement in the Property
which will extend beneath the surface of the ground for a distance of more than
six (6) inches shall be commenced unless plans and specifications therefor have
been approved by the Architectural Committee. Without limiting the generality of
the foregoing, the Architectural Committee shall not approve plans or
specifications for any such subterranean Improvements which interferes with the
intended use of the Property unless adequate provision has been made to mitigate
such interference's to the satisfaction of the Architectural Committee. The
procedure used by the Architectural Committee for review of subterranean
Improvements and the rules governing the same shall be the same as those
provided for in this Article for the approval by the Architectural Committee of
other Improvements.

         Section 5.8 - Compliance with Laws. All Improvements shall be
constructed, altered, repaired, operated, and maintained in compliance with all
applicable permits and authorizations, all building and zoning laws, and all
other laws, ordinances, orders, codes, rules, regulations, and requirements of
all federal, state, county, and municipal governmental agencies, and bodies
having jurisdiction (including, but without limiting the generality of the
foregoing, the provisions of California Civil Code Section 832, as said Section
from time to time may be amended, and the provisions of the Uniform Building
Code which have been adopted or modified by the City, as the same from time to
time may be amended).

         Section 5.9 - Completion of Work. After the commencement of the work
with respect to any Improvements as approved by the Architectural Committee in
accordance with the terms hereof, such work shall be diligently prosecuted so
that the Improvements shall not remain in a partly finished condition any longer
than reasonably necessary for the completion thereof, and in no case any longer
than eighteen (18) months after commencement of construction. All construction
shall be done so as to cause minimal interference with the business operations
conducted from those Buildings already open for business. During the
construction, the construction site and surrounding areas shall be kept
reasonably clean and free of construction material, trash, and debris, and
appropriate precautions shall be taken to protect against personal injury and
property damage to the Declarants, other Owners, and Occupants. With regard to
excavation and without limiting any other provision of this Declaration, no
excavation shall be made on, and no sand, gravel, soil, or other material shall
be removed from the site except in connection with the construction or
alteration of Improvements approved in the manner set forth in this Article, and
upon completion of any such operations, exposed openings shall be backfilled and
disturbed ground shall be graded, leveled, and paved or landscaped in accordance
with the previously approved plans and specifications contemplated in this
Article. After such completion of the Improvements, there shall not be any other
material change in the aforesaid Improvements without prior approval in writing
by the Architectural Committee in the manner contemplated in this Article.
Failure to comply with this Section shall constitute a breach of this
Declaration and subject the defaulting party or parties to all enforcement
procedures set forth in this Declaration and any other remedies provided by law
or equity.

         Section 5.10 - Regulation of Improvements. Unless the Architectural
Committee shall enact greater requirements, the erection, construction,
placement, and alteration of Improvements on the Property including, without
limitation, the minimum setback lines throughout the Property, the amount and
type of landscaping, the utilities and utility connections and the location of
storage areas, shall comply with any and all requirements of the City.

         Section 5.11 - Signs and Lighting. No sign or billboard of any kind
shall be displayed to the public view on any portion of the Property except such
signs as may first be approved by the Architectural Committee as in accord with
the sign design and location criteria established by the Architectural
Committee. All signs shall also comply with applicable requirements of the City
and any other applicable governmental agency's ordinances or regulations.
Lighting shall be restricted to parking and security lights, fire lighting, and
low-level sign illumination and floodlighting of buildings or landscaping or
such other lighting as specifically approved in writing by the Architectural
Committee. All lighting shall be shielded and contained within property lines or
within the Common Area as may be permitted by the Board.

                ARTICLE VI - DUTIES AND POWERS OF THE ASSOCIATION

         Section 6.1 - General Duties and Powers. In addition to the duties and
powers enumerated in its Articles and By-laws or elsewhere provided for herein,
and without limiting the generality thereof, the Association shall have the
specific duties and powers specified in this Article.

         Section 6.2 - General Duties of the Association. The Association,
through the Board, shall have the duty and obligation to enforce the provisions
of this Declaration, the Articles, By-laws, and Association Rules by appropriate
means and carry out the obligations of the Association hereunder, including, but
not limited to the obligation of the Association pursuant to Article XVI herein
below.

                                       8
<PAGE>

         Section 6.3 - General Powers of the Association. The Association
through the Board shall have the power but not the obligation to:

         (a)      employ a manager or other Persons and contract with
independent contractors or managing agents, including, without limitation, any
one or more of the Declarants, or a property management company that is
affiliated with any Declarant, who have professional experience in the
management of commercial developments similar to the Property, to perform all or
any part of the duties and responsibilities of the Association and any
prospective managing agent of the Association shall comply with the disclosure
provisions of California Civil Code Section 1363.1;

         (b)      acquire interests in real or personal property for offices or
other facilities (i) that may be necessary or convenient for the administration
of the affairs of the Association, or (ii) that may be of benefit to the
Members, or (iii) that will enhance and protect the value, desirability, and
attractiveness of the Property and to operate the same;

         (c)      borrow money as may be needed in connection with the discharge
by the Association of its powers and duties;

         (d)      establish in cooperation with the City a special tax
assessment district for the performance of all or a portion of the functions now
within the responsibility of the Association;

         (e)      take all the acts required and incur the Charges which result
in the levy of any and all Assessments.

         (f)      receive an assignment from or assume on behalf of any one or
more of the Declarants and/or the constituent general partners thereof, an
Owner, and/or any future Owners of all or a portion of the Property, any and all
rights, duties and obligations under any permits, approvals or other
entitlements issued to same by any federal, state, county, or municipal
governments or other governmental agencies, commissions or other bodies which
govern development of all or a portion of the Property, including without
limitation any Transportation System Management Plan applicable to the Property.

         Section 6.4 - Association Rules. The Board shall also have the power to
adopt, amend, and repeal such rules and regulations as it deems reasonable (the
"ASSOCIATION RULES"), which may include the establishment of a system of fines
and penalties and enforceable as Special Assessments, all as provided in the
By-laws. The Association Rules shall govern such matters in furtherance of the
purposes of the Declaration; provided, however, that the Association Rules may
not discriminate among Owners (except during such period of time that Declarants
are the only Persons entitled to vote on any matter pertaining to any provision
contained in this Declaration or the By-laws as set forth in Section 2.3.), and
shall not be inconsistent with this Declaration, the Articles, or By-laws. A
copy of the Association Rules as they may from time to time be adopted, amended,
or repealed or a notice setting forth the adoption, amendment, or repeal of
specific portions of the Association Rules shall be delivered to each Owner in
the same manner established in this Declaration for the delivery of notices.
Upon completion of the notice requirements, said Association Rules shall have
the same force and effect as if they were set forth in and were part of this
Declaration and shall be binding on the Owners and their successors in interest
whether or not actually received thereby. The Association Rules, as adopted,
amended, or repealed, shall be available at the principal office of the
Association to each Owner and Mortgagee upon request. In the event of any
conflict between any such Association Rules and any other provisions of this
Declaration, or the Articles or By-laws, the provisions of the Association Rules
shall be deemed to be superseded by the provisions of this Declaration, the
Articles, or the By-laws to the extent of any such conflict.

         Section 6.5 - Delegation of Powers. The Association shall have the
right according to law to delegate to committees, officers, employees, or agents
any of its duties and powers under this Declaration, the Articles, and By-laws;
provided, however, no such delegation to a professional management company, the
Architectural Committee, or otherwise shall relieve the Association of its
obligation to perform such delegated duty.

         Section 6.6 - Emergency Powers. The Association or any Persons
authorized by the Association may enter any Lot in the event of any emergency
involving illness or potential danger to life or property. Such entry shall be
made with as little inconvenience to the Owners as practicable, and any damage
caused thereby shall be repaired by the Association unless covered by insurance
carried by the Owner.

         Section 6.7 - Waiver Against Declarants. To the fullest extent
permitted by law, neither one or more of the Declarants, nor any of their
successors or assigns, nor any of their employees, agents, officers or directors
shall be liable to any Owner or Occupant of a Lot or Lots or any other Person
subject to this Declaration by reason of any mistake in judgment, negligence,
nonfeasance, action or inaction and/or for the enforcement or failure to enforce
any provision of this Declaration. Every Owner or Occupant of a Lot or Lots by
acquiring his interest therein agrees that he will not bring any action or suit
against either one or more of the Declarants, or their successors or assigns to
recover any damages or to seek equitable relief because of any mistake in
judgment, negligence, nonfeasance, action or inaction and/or the enforcement or
failure to enforce any provision of this Declaration. For purposes of this
Section 6.8, the terms "Declarants" shall be deemed to include the partners of
each of the Declarants and the partners of the partners of each of the
Declarants.

         Section 6.8 - Notice to the City. During January of each year, the
Association shall provide to the Director of Community Development of the City,
the name, address and phone number of a contact person for the Association.

                      ARTICLE VII - REPAIR AND MAINTENANCE

         Section 7.1 - Repair and Maintenance by Association.

         (a)      Except to the extent that an Owner or Occupant may be
obligated pursuant to the terms of their leases or Permits and Approvals, and
without limiting the generality of the statement of duties and powers contained
in this Declaration, the Articles, By-laws, or Association Rules, the
Association shall have the duty to accomplish the following upon the Property in
such manner and at such times as the Board shall prescribe:

                  (i)      provide any and all necessary maintenance and repair
to, and replace as needed, Capital Improvements, except to the extent otherwise
provided in this Declaration, the Articles, By-laws, or Association Rules;

                  (ii)     provide any and all necessary maintenance of, and
repair and replace as needed, all landscaping within the Common Area following
the initial installation thereof;

                                       9
<PAGE>

                  (iii)    keep all unimproved portions of the Common Area mowed
and weeded and clear of all rubbish, trash, and debris, and keep the Common Area
in a neat and sightly condition;

                  (iv)     regardless of the obligations of Declarant and/or
other issuee under all Permits and Approvals, repair and maintain A) the Common
Area as described in Exhibit "B" hereto, including, without limitation,
landscaping, irrigation systems and drainage system (retention basin) located on
Parcel A and the conveyance system connecting the retention basin on Parcel A to
the Alameda County Flood Control and Water Conservation District Line D drainage
channel; and B) all improvements and landscaping not maintained by any public
agency or utility company which must be maintained for the benefit of all Lots
under the Permits and Approvals or agreements with the City of Newark, or any
other public agency, within (1) the median divider on Stevenson Boulevard on
that portion of Stevenson Boulevard shown on the Parcel Map and south of the
easterly extension of the northerly boundary of Parcel 5; (2) those portions of
Lots 1 and 7 shown on the Parcel Map as Storm Drainage Easement ("SDE"); and (3)
those portions of Lots 1, 5, 6 and 7 shown on the Parcel Map as Landscape
Easement, Sidewalk Easement and Public Utility Easement ("LE," "SWE" and "PUE").

                  (v)      maintain the surface of any parking area located on
the Common Area in a clean and safe condition, including the paving and
repairing or surfacing and resurfacing of such areas when necessary with the
type of material originally installed therein, or such substitute therefor as
shall in all respects be equal thereto in quality, appearance, and durability;
the removal of debris and waste materials and the washing or sweeping of paved
areas as required; and the painting and repainting of striping, markers, and
directional signs as required; and

                  (vi)     clean, maintain, and relamp any external lighting
fixtures and related fixtures located on the Common Area.

                  (vii)    maintain all other areas, facilities, equipment,
services, or aesthetic components of whatsoever nature as may from time to time
be requested by the vote of two-thirds (2/3) of the voting power of the Members.

         (b)      The Property may be included in a Landscape and Lighting
District ("LLD"). Declarant has petitioned the City Council of the City to
participate in a LLD for the maintenance of (i) all landscaping, irrigation
systems and surfacing in the Stevenson Boulevard median divider and (b) all
landscaped areas contiguous to public street frontages or in Parcel A, including
without limitation the greenbelt along Stevenson Boulevard and Eureka Drive,
which may or may not be within a dedicated landscape or drainage easement,
unless otherwise determined by the City Council (collectively the "LLD AREAS").
Declarant has paid all costs for the formation of the LLD. The City will
maintain the LLD Areas, at the sole cost of the Declarant, Association and its
Members, through the LLD only if the City Council determines that maintenance of
the LLD Areas by the Association is inadequate. The City shall give Declarant
and the Association at least thirty (30) days prior written notice of its
determination that maintenance by the Association is inadequate and its intent
to commence maintaining the LLD Areas through the LLD ("LLD COMMENCEMENT"),
including specific description of the inadequacies in maintenance of the LLD
Areas which City believes require LLD Commencement. Declarant and Association
shall have until the end of the notice period to cure the noticed inadequacies
and, if such cure is completed or, if the cure would require more than the
notice period to complete, Declarant or Association is diligently proceeding to
complete such cure, LLD Commencement will not occur pursuant to the notice. Upon
LLD Commencement, Declarant and Association shall have no further repair or
maintenance responsibility for the LLD Areas.

         (c)      The Association may further provide any and all necessary
maintenance and shall repair and/or replace any facilities, improvements,
structures, equipment other than those specified in Sections 7.1(a) and 7.1(b),
which the Association deems necessary for the purpose of enhancing and
protecting the value, desirability, and attractiveness of the Property.

         (d)      Notwithstanding the foregoing, the Association shall maintain,
repair and replace all or portions of the Common Area, as is necessary to be
maintained, repaired or replace, and take such other action with respect to the
Common Area for Owners and the Association to be in compliance with all Permits
and Approvals. The Association shall exercise it best efforts to have all areas
of the Common Area maintained and repaired in a uniform manner.

         Except as otherwise provided herein, the costs of-any such maintenance
and/or repair pursuant to this Section shall be paid out of the funds of the
Association collected through the levy of Assessments.

         Section 7.2 - Repair and Maintenance by Owner. The Owner of each Lot
shall be responsible for the repair and maintenance of his Lot and all
Improvements thereon except to the extent the Association is obligated by this
Declaration to repair or maintain the same. The Owner of each Lot may repair and
maintain the areas of his Lot which the Association is obligated by this
Declaration to repair and maintain and bill the Association for said repairs and
maintenance, provided, however, that the Association has given its prior written
consent thereto.

         (a)      Maintenance of the exterior of all structures, including,
without limitation, walls and roofs, and of all landscaping shall be
accomplished in accordance with the Architectural Standards and Association
Rules and, if required by the Architectural Standards, only after approval of
the Architectural Committee.

         (b)      All Improvements shall at all times be maintained in
compliance with all applicable laws, ordinances, orders, codes, rules,
regulations, and requirements of all federal, state, county, municipal, and
other governmental agencies and bodies having Jurisdiction.

         Section 7.3 - Right of Entry. The Association shall have the right to
enter upon any Lot, but not a Building, in connection with any maintenance,
repair, or construction in the exercise of the powers and duties of the
Association.

         Section 7.4 - Maintenance of Public Utilities. Nothing contained herein
shall require or obligate the Association to maintain, replace, or restore the
underground facilities of public utilities which are located within easements in
the Property owned by such public utilities. However, the Association shall take
such steps as are necessary or convenient to ensure that such facilities are
properly maintained, replaced, or restored by such public utilities.

                            ARTICLE VIII - INSURANCE

         Section 8.1 - Duty to Obtain Insurance; Types. The Board shall obtain
and continue in effect adequate blanket public liability insurance (including
medical payments) in an amount not less than Three Million Dollars
($3,000,000.00) or in such other reasonable minimum amount as the Board may
determine, covering all claims for personal injury and property damage arising
out of a single occurrence. The Board shall also obtain and continue in effect
"all risk" insurance coverage in an amount as near as possible to the full
replacement value of any above ground Improvements susceptible to damage by
perils under "all risk" insurance coverage and owned by the Association and
located within the Property, without deduction for depreciation. Such insurance
shall be maintained by the Association as named insured for the benefit of the
Association, Declarants, the Owners, and the Mortgagees as their interest may
appear, subject, however, to the loss payment requirements as set forth herein.

                                       10
<PAGE>

         Section 8.2 - Right and Duty of Owners to Insure. Each Owner shall
obtain adequate casualty insurance and fire insurance in an amount as near as
possible to the replacement value, without deduction for depreciation or
coinsurance, of all of the Improvements owned by such Owner. Each Owner shall
provide "all risk" coverage insurance on his personal property and fixtures
within all Buildings and Improvements located on his Lot. Each Owner shall carry
public liability insurance to cover his individual liability for damage to
Persons or property occurring upon his Lot or elsewhere upon the Property, in
any manner arising out of the use of such Owner's Lot. Such insurance shall be
in an amount not less than Five Million Dollars ($5,000,000.00), combined single
limit, or in such other minimum amount as the Board may determine, covering all
claims for personal injury and property damage arising out of a single
occurrence. Each Owner shall also carry business interruption insurance in an
amount adequate to insure payment and performance of such Owner's obligations
under this Declaration. All such policies as may be carried by the Owners shall,
to the extent they are available or available at commercially reasonable rates,
contain waivers of subrogation of claims against Declarants, the Association,
the Board, the officers of the Association, and all the other Owners. The
insurance policies carried by each Owner shall, to the maximum extent possible,
provide for automatic adjustments of coverage levels to reflect changes in costs
resulting from inflation. Each Owner shall carry the Association as an
additional named insured on all policies of public liability insurance carried
by such Owner and shall furnish the Association with a current certificate of
such insurance at all times. Such policies shall not adversely affect or
diminish any liability under any insurance obtained by the Association, and
duplicate copies of such other policies shall be deposited with the Board. If
any loss intended to be covered by insurance carried by the Association shall
occur and the proceeds payable thereunder shall be reduced by reason of
insurance carried by any Owner, such Owner shall assign the proceeds of such
insurance carried by him to the Association, to the extent of such reduction,
for application by the Board to the same purposes as the reduced proceeds are to
be applied. Notwithstanding the foregoing, any Owner whose net worth is at least
Two Hundred Fifty Million Dollars ($250,000,000.00) and who in the ordinary
course of such Owner's business self-insurers against public liability and
property damage, shall not be required to maintain the insurance coverage
described herein but shall nevertheless be obligated at all times to indemnify
the Association to the extent an Owner would be required to do so if such Owner
maintained the insurance coverage required by this Section.

         Section 8.3 - Notice of Expiration. All of the policies of insurance
maintained by the Owners shall contain a provision that said policy or policies
shall not be canceled or terminated nor expire by their terms without thirty
(30) days prior written notice to the Board. In the event an Owner fails to
obtain or maintain such insurance coverage, the Association may obtain such
insurance and levy a Special Assessment against such Owner and his Lot for the
amount of the premium therefor.

         Section 8.4 - Premiums. Insurance premiums for any blanket insurance
coverage obtained by the Association and any other insurance deemed necessary by
the Board shall be a Common Expense to be included in the Regular Assessments
levied by the Association.

         Section 8.5 - Trustee for Policies. The Association, acting through the
Board, is hereby appointed and shall be deemed trustee of the interests of all
named insureds under policies of insurance purchased and maintained by the
Association. All insurance proceeds under any such policies as provided for in
Section 8.1 shall be paid to the Board as trustee. The Board shall have full
power to receive and to receipt for the proceeds and to deal therewith as
provided herein. Insurance proceeds shall be used by the Association for the
repair or replacement of the Improvements for which the insurance was carried.
The Board shall have the right but not the obligation to negotiate loss
settlements with the appropriate insurance carriers, with participation, to the
extent they desire. Any two directors of the Board may sign a loss claim form
and release form in connection with the settlement of a loss claim, and such
signatures shall be binding on all the named insureds.

         Section 8.6 - Actions as Trustee. Except as otherwise specifically
provided in this Declaration, the Board, acting on behalf of the Association and
all the Owners, shall have the exclusive right to bind such parties in respect
to all matters affecting insurance carried by the Association, the settlement of
a loss claim, and the surrender, cancellation, and modification of all such
insurance. Duplicate originals or certificates of all policies of fire and
casualty insurance carried by the Association and of all renewals thereof,
together with proof of payment of premiums, shall be delivered by the
Association to all Mortgagees who have requested the same in writing.

         Section 8.7 - Required Waiver. All policies of physical damage
insurance shall provide, if reasonably possible, for waiver of the following
rights to the extent that the respective insurers would have the rights without
such waivers: (a) subrogation of claims against the tenants of the Owners; (b)
any defense based on coinsurance; (c) any right of set-off, counterclaim,
apportionment, proration of contribution by reason of other insurance not
carried by the Association; (d) any invalidity or other adverse effect or
defense on account of any breach of warranty or condition caused by the
Association, any Owner or any tenant of any Owner, or arising from any act,
neglect, or omission of any named insured or the respective agents, contractors,
and employees of any insured; (e) any right of the insurer to repair, rebuild,
or replace, and, in the event any Improvements are not repaired, rebuilt, or
replaced following loss, any right to pay under the insurance, an amount less
than the replacement value of the Improvements insured or the fair market value
thereof; (f) notice of the assignment of any Owner of its interest in the
insurance by virtue of a conveyance of any Lot; and (g) any right to require any
assignment of any Mortgage to the insurer. As to each policy of insurance
maintained by the Association which will not be voided or impaired thereby, the
Association hereby waives and releases all claims against the Board, the Owners,
the Architectural Committee, Declarants, and the agents and employees of each of
the foregoing, with respect to any loss covered by such insurance, whether or
not caused by negligence of or breach of any agreement by said Persons, but only
to the extent that insurance proceeds are received in compensation for such
loss.

                             ARTICLE IX - [RESERVED]

                           ARTICLE X - EMINENT DOMAIN

         Section 10.1 - Definition of Taking. The term "taking" as used in this
Article shall mean condemnation by eminent domain or by conveyance under threat
of condemnation or an action in inverse condemnation which the Declarants are
authorized to bring pertaining to the Common Area or any portion of a Lot within
the Property which the Association has the obligation to maintain.

         Section 10.2 - Representation by Association in Condemnation
Proceedings. In the event of a threatened taking of all or any portion of the
Property which the Association has the obligation to maintain, the Association,
on behalf of all the Members, shall be entitled to participate in any and all
negotiations pertaining to such taking.

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         Section 10.3 - Award for Takings. Any awards received on account of the
taking of any portion of the Property which the Association has the obligation
to maintain shall be paid solely to the Owners whose Lots or portions thereof
are affected by such taking in such amounts as may be determined in the
proceedings relating to such taking or as such Owners may agree. Any awards
received on account of the taking of any portion of the Common Area shall be
paid solely to the Association in such amounts as may be determined in the
proceedings relating to such taking.

         Section 10.4 - Condemnation of Owner's Improvements. In the event of a
taking of all or a portion of any Improvements located on an Owner's Lot, such
Owner shall either: (i) promptly perform such work to the remaining Improvements
or portions thereof as may be reasonably required by the Architectural
Committee; or (ii) to the extent the Owner of such Lot may not or elects not to
perform said work to the remaining Improvements or portions thereof, such Owner
shall promptly raze the remaining Improvements or portions thereof and shall
forthwith grade, pave, and/or landscape the area on which such Improvements were
located in a safe and sightly condition.

         Section 10.5 - Reallocation Following Condemnation. Following the
condemnation of any Owner's Lot and a Building thereon, or portions thereof
("CONDEMNATION"), the Board shall deduct from the Lot and Property Gross Square
Footage and the Building Square Footage the total square footage of the
condemned Lot and Building thereon, or any portions thereof, and shall notify
each Owner in writing of the results of such calculation. A Condemnation shall
not excuse an Owner from payment of all or any portions of an Assessment due for
the year of the occurrence of the Condemnation. However, any and all Assessments
payable thereafter and which are based on the Gross Square Footage of a Lot,
Gross Square Footage of the Property, and/or Building Square Footage shall be
prorated on the basis of the recalculated Lot and Property Gross Square Footage
and Building Square Footage after the aforesaid deduction and shall be paid on
the basis thereof.

                          ARTICLE XI - USE RESTRICTIONS

         Section 11.1 - Permitted Uses. All Lots in the Property shall be used
for no purpose other than as permitted by the City's zoning ordinance, Permits
and Approvals, this Declaration, the Association Rules, tenant leases, and in
accordance with any standards adopted by the Architectural Committee pertaining
to the uses of Lots. The standard that is most restrictive shall govern. All
other uses are prohibited. Except as otherwise allowed by the Permits, no part
of the Property shall ever be used or caused to be used or allowed or authorized
in any way, directly or indirectly, for any residential or other non-business
purpose. All business operations shall be performed, unless otherwise permitted
by necessary Permits and Approvals, entirely within an enclosed structure and in
such a manner that the operations and uses do not cause or produce a nuisance to
other portions of the Property, such as, but not limited to, vibration, sound,
radiation, air, water, ground, or ground water, pollution, dust or emission of
odors and toxic or nontoxic matter.

         Section 11.2 - Other Operations and Uses. Operations and uses that are
neither specifically prohibited nor specifically authorized by this Declaration
may be permitted in a specific case if written operational plans and
specifications for such operations or uses, containing such information as may
be requested by the Architectural Committee, are submitted to and approved in
writing by the Architectural Committee, which approval shall be based upon
analysis of the anticipated effect of such operations or uses upon other Lots,
upon other real property in the vicinity of the Property, and upon the occupants
thereof, but shall be in the sole discretion of the Architectural Committee.

         Section 11.3 - Nuisances. No noxious or offensive trade or activity
shall be carried on within any Lot or any part of the Property, nor shall
anything be done thereon which may be, or may become, an annoyance or nuisance
to the neighborhood, or which shall in any way increase the rate of insurance
for any other Lot or the Common Area. In this regard, all noises, sounds, and
vibrations shall be appropriately muffled in such a manner so as not to be
objectionable as to intermittent beat, frequency, shrillness, or volume. Every
use shall be operated in such a manner that the vibration, heat, and glare
inherently and recurrently generated from such use is not perceptible beyond the
Building in which the use is located. Electrical reflectors, spotlights, flood
lights, and other methods of illumination may be used to illuminate buildings,
landscaping areas, signs, and parking areas, provided that such devices are
equipped with proper lenses concentrating the illumination upon such structures
and areas preventing any bright or direct illumination upon adjacent Lots or
upon any street, whether public or private, and provided further that any such
illumination shall first be approved by the Architectural Committee. The height
of pole mounted lights shall not exceed twenty (20) feet; wall mounted lights
shall be equipped with cut-off lenses and limited to a mounting height of twelve
(12) feet; and outdoor lighting shall be dimmed to security level during
non-business hours. No livestock, poultry, or animals of any kind shall be
raised, bred, kept, slaughtered, or rendered upon any portion of the Property. A
"nuisance" shall include, without limitation, any of the following conditions:

         (a)      emission of dust, sweepings, dirt, or cinders into the
atmosphere, or discharges of liquid, solid wastes, or other harmful matter into
the ground, ground waters, or any stream, river, or other body of water, if such
emission or discharge may adversely affect the use or intended use of any
property or may adversely affect the health, safety, or comfort of Persons in
the vicinity, or discharge of waste or any substance or material of any kind
into any sewer serving the Property, or any part thereof, in violation of any
law, rule, or regulation of any public body having jurisdiction thereof;

         (b)      escape or discharge of fumes, odors, gases, vapors, acids, or
other substances into the atmosphere if such escape or discharge may be
detrimental to the health, safety, or welfare of Persons, may interfere with the
comfort of Persons within the vicinity, or may be harmful to property or
vegetation;

         (c)      the perception, at any point outside the boundaries of any
Building of any noise or vibration from any activity, machine, device, or
combination thereof located within such Building that unreasonably interferes
with the use or enjoyment of any other Lot.

         (d)      no outdoor vending machines, other than for the sale of
newspapers, shall be placed or maintained on any Lot.

         (e)      no Lot shall be used for outdoor storage, or for the sale,
display, inventory or advertisement of any merchandise or material, without
review and approval of the City Planning Commission and the City Council.

         Section 11.4 - Temporary Structures. Except as authorized by Section
16.16, no structure of a temporary character, trailer, tent, shack, barn, or
other out-building shall be used on any portion of the Property at any time,
either temporarily or permanently unless approved by the Board.

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         Section 11.5 - Vehicles.

         (a)      Except as provided in this Section, no recreational vehicle or
equipment shall hereafter be permitted to remain upon the Property unless
authorized by the Board.

         (b)      No automobile, recreational vehicle, or equipment or
commercial vehicle or any other motorized vehicle may be dismantled, rebuilt,
repaired, serviced, or repainted on the Property unless authorized by the Board.
The foregoing restriction shall not be deemed to prevent temporary parking for
loading or unloading of vehicles.

         (c)      The Board may adopt other rules for the regulation of the
admission and parking of vehicles, including, without limitation, commercial
vehicles and employee and Owner parking within the Property, including the
assessment of charges to Owners who violate or whose invitees violate such
rules. Any charges so assessed shall be Special Assessments. Such rules adopted
by the Board shall take into consideration the need for certain businesses
operated upon the Property to have parking available for customers. No parking
space may be leased for the exclusive use of a tenant of an Owner.

         (d)      Twenty-four (24) hours after notice has been personally
delivered to the Owner by an agent of the Association or placed on the
windshield of a vehicle, or Seventy-two (72) hours after notice has been mailed
to the address of the registered owner of a vehicle parked, stored, or
maintained on the Property in violation of the provisions of this Declaration,
the Owner shall be deemed to have consented to the removal of the vehicle from
the Property, and the association or its agents or employees shall have the
authority to tow away and store any such vehicle, whether the vehicle shall
belong to an Owner, its tenant, or its invitee. Charges for such towing and
storage shall be paid by the Lot Owner or Occupant responsible for the presence
of such vehicle. No storage of vehicles or maintenance or repair of vehicles
(except for emergency services) shall be permitted unless specifically
authorized by the Board.

         (e)      Drive aisles on any Lot shall not be used by delivery trucks
between the hours of 11:00 p.m. and 7:00 a.m. Parking Lot and drive aisle
cleaning with sweeping or vacuum equipment shall not be permitted between 11:00
p.m. and 7:00 a.m. No delivery truck or van shall be permitted to be left
overnight on any Lot.

         Section 11.6 - Antennae and Other Roof Structure. Unless otherwise
approved by the Architectural Committee pursuant to Section 5.3 hereof, no
television, radio, or other electronic towers, aerials, antennae, or device of
any type for the reception or transmission of radio or television broadcasts or
other means of communication (unless the same be contained within a Building) or
underground conduit or appliances or installations on exterior roofs of
structures including, without limitation, roof-top turbine ventilators, attic
ventilators or solar panels shall hereafter be erected, constructed, placed, or
permitted to remain on the Property unless and until the same shall have been
approved in writing by the Architectural Committee.

         Section 11.7 - Window Covers. No window shall be covered with aluminum
foil, newspapers, or other material not designed for use as a window cover. No
Owner may modify any window covering originally installed or required to be
installed by the Declarants and/or one or more of the Affiliated Entities and
visible from the exterior of a Building, without prior approval of the
Architectural Committee.

         Section 11.8 - Drainage. There shall be no interference with the
established drainage pattern and system over any portion of the Property unless
adequate provision is made for proper drainage and is approved by the
Architectural Committee. For the purposes hereof an "established drainage
pattern and system" is defined as the drainage which exists at the time the
overall grading of the Property is completed or that which is shown on any plans
approved by the Architectural Committee, and includes, but is not necessarily
limited to, underground drain pipes and patterns of drainage over the Property
from and to adjoining properties and improvements. The Association shall have
the right to use the established drainage pattern and system for the purpose of
draining the Property and Improvements thereon; provided that such right of
drainage shall not include the right to discharge noxious or offensive matter.

         Section 11.9 - Utility Usage. Without written consent of the
association, no Owner shall use any machinery, equipment, or facility of any
kind on a lot which overloads any utility or communication system located within
the property and serving any other Lot.

         Section 11.10 - Transportation System Management Plan. Each Owner shall
participate in and comply with the terms of the Transportation System Management
Plan ("TSM PLAN") entered into by Declarant and the City and implemented by the
Declarant, Association or any Owner or Lessee of any Owner in compliance with
the TSM Plan. All TSM Plan implementation shall be coordinated by the
Association for the benefit of all Lots.

                             ARTICLE XII - EASEMENTS

         Section 12.1 - Reservation of Easements. Upon conveyance by the
Declarants of fee title to the Common Area, there shall be deemed to be reserved
to said Declarants, and Owners, appurtenant to each Lot, within the conveying
instrument the below described easements:

         (a)      Utilities. Easements on, over and through the Property for the
installation, maintenance and repair of electric, telephone, cable television,
water, gas, sanitary sewer lines, and drainage facilities as are needed to
service any portion of the Property. Wherever sanitary sewer house connections,
water house connections, electricity, gas, telephone and cable television or
communication lines, or drainage facilities are installed within the Property,
the Owners of any Lots served by said connections, lines, or facilities shall
have the right, and there is hereby reserved to Declarants together with the
right to grant and transfer the same to any Owners as appurtenant to the Lots,
easements to the full extent necessary for the full use and enjoyment of such
portion of such connections which service such Owner's Lot, and to enter upon
the Common Area and any Lots owned by any other Owner (if, and only to the
extent that, a utility facility which provides utility service to one Lot is
located on another Lot) or to have the City and/or utility companies enter upon
the Common Area and the Lots in or upon which said connections, lines, or
facilities, or any portion thereof lie to repair, replace, and generally
maintain said connections as and when the same may be necessary as set forth
below, provided that such owner or utility company shall promptly repair any
damage to the Common Area or a Lot caused by such entry as promptly as possible
after completion of work thereon.

         (b)      Construction and Sales. Easements over the Property for
construction and temporary storage of materials and equipment during the course
of construction, and for display, sales, and exhibit purposes in connection with
the improvement and sale or lease of all or portions of buildings or Lots within
the Property, to the extent such activities are permitted hereunder and not
including unreasonable interference with use of areas which have been improved
and are being used by an Owner or Occupant.

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         (c)      Ingress and Egress. Easements over the portions of the
Property that are for pedestrian and vehicular ingress and egress, sufficient to
guarantee access and entry and traffic circulation to and within the Property
and any Improvements for their intended and permitted use(s).

         (d)      Drainage: Easements for drainage over the Property for the
established drainage pattern and system described in Section 11.8 hereof.

         (e)      Support, Settlement and Encroachment. Easements for the
purpose of:

                  (i)      support and accommodation of the natural settlement
of structures;

                  (ii)     encroachment by reason of a roof, eave overhand, or
similar projections created during the original construction of the Property, if
any, or the reconstruction or repair of a Building or Improvements on the
Property in accordance with plans and specifications approved by the
Architectural Committee; and

                  (iii)    encroachments due to original engineering or
surveying errors, errors in original construction, or errors in reconstruction
or repair in accordance with plans and specifications approved by the
Architectural Committee.

         Section 12.2 - Certain Rights and Easements Reserved to Declarants and
Owners. This Declaration cannot be amended to modify or eliminate any easements
reserved to Declarants and/or Affiliated Entities, without prior written
approval of Declarants, and any attempt to do so shall have no effect. Any
attempt to modify or eliminate this Section shall likewise require the prior
written approval of Declarants. Unless otherwise set forth herein, any easement
reserved to the Declarants and the owners herein shall be nonexclusive and
appurtenant to the Lots. Such easements shall not unreasonably interfere with
the use and enjoyment by the Members of their Lots.

         Section 12.3 - Certain Easements for Association. The Declarants hereby
grant to the Association necessary easements for the purpose of permitting the
Association to discharge its obligations as descried in this Declaration. Such
easements include, but are not limited to, easement for access to, and
maintenance and repair of any Capital Improvements that exist on the Lots.

         Section 12.4 - Relationship Between Easements. Declarants have granted
the City and certain utility companies easements, as set forth in recorded
documents and as shown on parcel maps which subdivide the Property (the
"EXISTING EASEMENTS"). In event of any conflict between the easements reserved
in this Article 12 and the Existing Easements, to the extent of such conflict
the provisions of the easement documents evidencing the Existing Easements shall
control, and the rights granted the City and the utility companies pursuant to
the Existing Easements shall supersede the rights reserved in this Article 12.

                        ARTICLE XIII - RIGHTS OF LENDERS

         Section 13.1 - Filing Notice; Notices and Approvals. Other than for the
Lender, a Mortgagee shall not be entitled to receive any notice which this
Declaration requires the Association to deliver to Mortgagees unless and until
such Mortgagee, or its mortgage servicing contractor, has delivered to the Board
a written notice stating that such Mortgagee is the holder of a Mortgage
encumbering a Lot within the Property. Such notice need not state which Lot or
Lots are encumbered by such Mortgage, but shall state whether such Mortgagee is
a First Mortgagee. Notwithstanding the foregoing, if any right of a Mortgagee
under this Declaration is conditioned on a specific written request to the
Association, in addition to having delivered the notice provided in this
Section, a Mortgagee must also make such request, either in a separate writing
delivered to the Association or in the notice provided above in this Section in
order to be entitled to such right. Except as provided in this Section, a
Mortgagee's rights pursuant to this Declaration, including, without limitation,
the priority of the lien of Mortgages over the lien of Assessments levied by the
Association hereunder, shall not be affected by the failure to deliver a notice
to the Board. Any notice or request delivered to the Board by a Mortgagee shall
remain effective without any further action by such Mortgagee for so long as the
facts set forth in such notice or request remain unchanged.

         Section 13.2 - Priority of Mortgage Lien. No breach of the covenants,
conditions, or restrictions herein contained, nor the enforcement of any lien
provision herein, shall affect, impair, defeat, or render invalid the lien or
charge of any Mortgage made in good faith and for value encumbering any Lot, but
all of said covenants, conditions, and restrictions shall be binding upon and
effective against any Owner whose title is derived through foreclosure or
trustee's sale or otherwise with respect to a Lot except as otherwise provided
in this Article.

         Section 13.3 - Curing Defaults. A Mortgagee or the immediate transferee
of such acquires title by judicial foreclosure, deed in lieu of foreclosure, or
trustee's sale shall not be obligated to cure any breach of the provisions of
this Declaration which occurred prior to the date such Mortgagee acquired the
title to a Lot which is non-curable or of a type which is not practical or
feasible to cure. The determination of the Board made in good faith as to
whether a breach is non-curable or not feasible to cure shall be final and
binding on all Mortgagees.

         Section 13.4 - Resale. It is intended that any loan to facilitate the
resale of any Lot after judicial foreclosure, deed in lieu of foreclosure, or
trustee's sale is a loan made in good faith and for value and entitled to all of
the rights and protections afforded to other Mortgagees.

         Section 13.5 - Relationship with Assessment Liens.

         (a)      The lien provided for in Article IV hereof, entitled
"Nonpayment of Assessments," for the payment of Assessments shall be subordinate
to the lien of any Mortgage which was recorded prior to the date any such
Assessment becomes due.

         (b)      If any Lot subject to a monetary lien created by any provision
hereof shall be subject to the lien of a Mortgage: (1) the foreclosure of any
lien created by anything set forth in this Declaration shall not operate to
affect or impair the lien of such Mortgage; and (2) the foreclosure of the lien
of said Mortgage, the acceptance of a deed in lieu of foreclosure of the
Mortgage, or sale under a power of sale included in such Mortgage (such events
being hereinafter referred to as "EVENTS OF FORECLOSURE") shall not operate to
affect or impair the lien hereof, except that any Persons who obtain an interest
through any of the Events of Foreclosure, and their successors in interest,
shall take title free of the lien hereof or any personal obligation for said
charges as shall have accrued up to the time of any of the Events of
Foreclosure, except for liens or claims for a share of such Assessments
resulting from a reassessment pursuant to Section 4.5 hereof, but subject to the
lien hereof for all said charges that shall accrue subsequent to the Events of
Foreclosure.

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         (c)      Nothing in this Section shall be construed to release any
Owner from his obligations to pay for any assessment levied pursuant to this
Declaration.

         Section 13.6 - Other Rights of Mortgagees. Any Mortgagee or its
mortgage servicing contractor shall, upon written request to the Association, be
entitled to:

         (a)      inspect the books and records of the Association during normal
business hours;

         (b)      receive written notification from the Association of any
default in the performance of the obligations imposed by this Declaration by the
Owner whose Lot is encumbered by such Mortgagee's Mortgage, which default has
not been cured within sixty (60) days of a request therefor by the Association;
provided, however, the Association shall only be obligated to provide such
notice to Mortgagees who have delivered a written request therefor to the
Association specifying the Lot or Lots to which such request relates.

         Section 13.7 - Mortgagees Furnishing Information. Mortgagees are hereby
authorized to furnish information to the Board concerning the status of any
Mortgage.

         Section 13.8 - Conflicts. In the event of any conflict between any of
the provisions of this Article and any of the other provisions of this
Declaration, the provisions of this Article shall control.

               ARTICLE XIV - PROTECTION OF THE PROJECT FROM LIENS

         Section 14.1 - Association to Defend Certain Actions. In the event that
a lawsuit is brought against all or substantially all of the Members which will
or could result in any lien or encumbrance being levied against the Property, or
the Common Area, or a substantial portion thereof, the Association shall defend
such lawsuit, if required by the Board, and the costs of such defense shall be a
Special Assessment against all of the Members joined as defendants in such
lawsuit. Nothing contained herein shall in any way limit the rights of any
Member or Members to retain counsel of their choice to represent them in such
lawsuit at their own expense. In the event that a Member so chooses, he shall
not be relieved of liability for the Special Assessment provided for in this
Section.

         Section 14.2 - Payment of Lien. In the event that a lien or encumbrance
attaches to all or substantially all of the Common Area or all of the Property
by reason of judgment or otherwise, the Association may, but shall not be
obligated to, promptly take the appropriate steps to remove such lien, including
but not limited to the payment of money and the posting of a bond. The
Association shall have the power to borrow money and to take such other steps as
are necessary to free the Property of such liens.

         Section 14.3 - Owners to be Specially Assessed. Simultaneously with any
action taken pursuant to Section 14.2, the Association shall levy a Special
Assessment against all of the Members whose Lots were subject to the lien or
encumbrance or which otherwise caused the Association to act pursuant to said
Section, equal to each such Member's pro rata share of such lien or encumbrance
as such share may be fairly and equitably determined by the Board. In the event
that such Special Assessment is not paid within thirty (30) days of its due
date, the Board may effect the remedies of the California Civil Code and Article
IV hereof, entitled "Nonpayment of Assessments."

         Section 14.4 - Reimbursement by Certain Owners. In the event that it
shall be proven in a court of law of competent jurisdiction over the claim or
claims causing the Association to take action under this Article that a judgment
resulting in a lien on all or a portion of the Property was due to the acts or
omission of a Member or his agents, employees, or invitees, such Member or
Members shall reimburse the Association for all expenses incurred by it pursuant
to the provisions of this Article. Upon such reimbursement, the Association
shall distribute the funds received to the Members against whom Special
Assessments were levied pursuant to the provisions of this Article.

                 ARTICLE XV - INTEGRATED NATURE OF THE PROPERTY

         Section 15.1 - Annexation. Declarants hereby reserve for themselves the
right, but they shall be under no obligation, to acquire and to subject to this
Declaration one or more of the various parcels of real property contiguous to
the Property (the "ANNEXED PROPERTY"); provided, however that such parcel(s)
shall not become subject to this Declaration unless and until a Supplemental
Declaration shall have been so executed and recorded.

         Section 15.2 - Supplemental Declarations. A Supplemental Declaration
shall be a writing in recordable form which annexes real property to the plan of
this Declaration, and which incorporates by reference all of the covenants,
conditions, restrictions, and other provisions of this Declaration, and shall
contain such other provisions as set forth in this Declaration relating to the
Supplemental Declaration. A Supplemental Declaration may contain such
complementary additions and modifications of the covenants, conditions, and
restrictions contained in this Declaration as may be necessary to reflect the
different character of the Annexed Property, if any, and as are not inconsistent
with the plan of this Declaration. In no event, however, shall any such
Supplemental Declaration or any merger or consolidation of one or more of the
Lots revoke, modify, or add to the covenants established by this Declaration
with respect to the then Property.

         Section 15.3 - Annexation Without Approval and Pursuant to General
Plan. Prior to the transfer of or vesting of voting rights to the Members in
accordance with Section 2.3 hereof, any and all of the Annexed Property may be
annexed to and become subject to this Declaration and subject to the
jurisdiction of the Association without the approval assent, or vote of the
Association or its Members, provided that a Supplemental Declaration covering
the Annexation Property shall be executed and recorded by the Declarants. The
recordation of said Supplemental Declaration shall constitute and effectuate the
annexation of the said real property described therein, making the Annexed
Property subject to this Declaration and subject to the functions, power, and
jurisdiction of the Association, and thereafter the Annexed Property shall be
part of the Property and all of the Owners in the Annexed Property shall
automatically be Members.

         Section 15.4 - Annexation Pursuant to Approval. Following the transfer
of voting rights to or vesting of voting in the Members in accordance with
Section 2.3 hereof, Declarants shall not be entitled to annex any or all of the
Annexed Property to the plan of this Declaration without the approval in writing
of a majority of the total voting power of the Association.

         Section 15.5 - Limitation Upon Annexation. Notwithstanding the
foregoing Sections of this Article, neither a portion nor all of the Annexed
Property shall be annexed to the plan of this Declaration if, in the sole
discretion of the Board, the Board determines that the effect of such annexation
would substantially increase the Assessments of the

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Owners. In connection with the annexation of any Annexed Property, the owner
thereof shall be solely responsible for the cost of installing and completing
all public improvements required by the City as a condition to the approval by
the City of any subdivision maps filed by the owner thereof in connection with
such annexation.

         Section 15.6 - Reallocation of Assessments. Following the annexation of
any real property pursuant to the terms of this Article and the execution and
recordation of a Supplemental Declaration in accordance with Section 15.1
hereof, the Board shall recalculate the total Gross Square Footage of the
Property and, if the annexed real property is improved, the total Square Footage
of the Buildings on said annexed real property and shall notify each Owner in
writing of the results of such recalculation. The Annexed Property shall be
subject to Assessments hereunder immediately upon annexation. Any and all
Assessments payable thereafter pursuant to this Declaration shall be prorated on
the basis of the aforesaid recalculation and shall be paid on the basis thereof.

                        ARTICLE XVI - GENERAL PROVISIONS

         Section 16.1 - Enforcement. The Association, or any Owner, or both,
shall have the right to enforce, by proceedings at law or in equity, all
restrictions, conditions, covenants, and reservations now or hereafter imposed
by the provisions of this Declaration or any amendment thereto, including the
right to prevent the violation of any such restrictions, conditions, covenants,
or reservations and the right to recover damages or other dues for such
violation. Without limiting the generality of the immediately preceding
sentence, the Association, or any Owner, or both, shall have the right to
enforce as equitable servitudes all restrictions, conditions, covenants and
reservations now or hereafter imposed by the provisions of this Declaration or
any amendments thereto. The Association, or any Owner, or both, shall also have
the right to enforce by proceedings at law or in equity the provisions of the
Articles or By-laws and any amendments thereto. With respect to architectural
control, Assessment liens, or other liens or charges and Association Rules, the
Association shall have the exclusive right to the enforcement thereof.

         Section 16.2 - No Waiver. Failure by the Association or by any Member
to enforce any covenant, condition, or restriction herein contained, or the
Articles, By-laws, or Association Rules in any certain instance or on any
particular occasion shall not be deemed a waiver of such right on any such
future breach of the same or any other covenant, condition, or restriction.

         Section 16.3 - Cumulative Remedies. All rights, options, and remedies
of Declarants, the Association, the Owners or Mortgagees under this Declaration
are cumulative, and no one of them shall be exclusive of any other, and shall
have the right to pursue any one or all of such rights, options, and remedies or
any other remedy or relief which may be provided by law, whether or not stated
in this Declaration.

         Section 16.4 - Severability. Invalidation of any one or a portion of
these covenants, conditions, or restrictions by judgment or court order shall in
no way affect any other provisions that shall remain in full force and effect.

         Section 16.5 - Covenants to Run with the Land; Term. The covenants,
conditions, and restrictions of this Declaration shall run with and bind the
Property and shall inure to the benefit of and be enforceable by the Association
or any Owner, their respective legal representatives, heirs, successors, and
assigns for a term of sixty (60) years from the date this Declaration is
recorded, after which time said covenants, conditions, and restrictions shall be
automatically extended for successive periods of ten (10) years, unless an
instrument, signed by a majority of the then Owners, has been recorded at least
one (1) year prior to the end of any such period, agreeing to terminate said
covenants, conditions, and restrictions in whole or in part.

         Section 16.6 - Construction. The provisions of this Declaration shall
be liberally construed to effectuate its purpose of creating a plan for the
development of an industrial and business office community or tract and for the
maintenance of the Property. The Article and Section headings have been inserted
for convenience only, and shall not be considered or referred to in resolving
questions of interpretation or construction.

         Section 16.7 - Singular Includes Plural. Whenever the context of this
Declaration requires same, the singular shall include the plural and the
masculine shall include the feminine and the neuter.

         Section 16.8 - Nuisance. The result of every act or omission, whereby
any provision, condition, restriction, covenant, easement, or reservation
contained in this Declaration is violated in whole or in part, is hereby
declared to be and constitutes a nuisance, and every remedy allowed by law or
equity against a nuisance, either public or private, shall be applicable against
every such result, and may be exercised by the Association or any Member. Such
remedy shall be deemed cumulative and not exclusive.

         Section 16.9 - Attorneys' Fees. In the event an action is instituted to
enforce any of the provisions in this Declaration, the party prevailing in such
action shall be entitled to recover from the other party or parties thereto, as
part of the judgment, reasonable attorneys' fees and costs of such suit.

         Section 16.10 - Notices. Any notice to be given to an Owner or a
Mortgagee or mortgage servicing contractor under the provisions of this
Declaration shall be in writing, unless otherwise provided for in this
Declaration, and may be delivered as follows:

         (a) Notice to an Owner or Mortgagee shall be delivered personally or
sent by registered or certified mail, return receipt requested, to the most
recent address furnished by such parties in writing to the Association for the
purpose of giving notice, or if no such address shall have been furnished, then
to the street address of such Owner's Lot or to any office of the Mortgagee in
the County in which the Property is located, or if no such office is located in
said County, to any office of such Mortgagee. Any notice so deposited in the
mail within the County in which the Property is located, shall be deemed
delivered forty-eight (48) hours after such deposit. In the case of co-Owners,
any such notice may be delivered or sent to any one of the co-Owners on behalf
of all co-Owners and shall be deemed delivery on all such co-Owners.

         (b) The affidavit of an officer or authorized agent of the Association
declaring under penalty of perjury that a notice has been mailed to any Owner or
Owners, to any Mortgagee or Mortgagees or to all Members or Mortgagees, to the
address or addresses shown on the records of the Association, shall be deemed
conclusive proof of such mailings, whether or not such notices are actually
received.

         Section 16.11 - Exempted Improvements. Any and all Improvements built,
constructed, erected, repaired or replaced by any one or more of the Declarants
on the Property shall not be subject to the provisions of Article V, entitled
"Architectural Control" or the provisions of Article XI, entitled "Use
Restrictions."

                                       16
<PAGE>

         Section 16.12 - Effect of Declaration. This Declaration is made for the
purposes set forth in the Recitals to this Declaration and Declarants make no
warranties or representations, express or implied, as to the binding effect or
enforceability of all or any portion of this Declaration, or as to the
compliance of any of these provisions with public laws, ordinances, and
regulations applicable thereto.

         Section 16.13 - Personal Covenant. To the extent the acceptance of a
conveyance of a Lot creates a personal covenant between the Owner of such Lot
and Declarants, or other Owners, such personal covenant shall terminate and be
of no further force or effect from and after the date when a Person ceases to be
an Owner, except to the extent this Declaration may provide otherwise with
respect to the payment of money to the Association.

         Section 16.14 - Nonliability of Officials. To the fullest extent
permitted by law, neither the Board, the Architectural Committee, any other
committees of the Association nor any member of such Board or committee, nor any
officer of the Board or Association shall be liable to any Member or the
Association for any damage, loss, or prejudice suffered or claimed on account of
any decision, approval, or disapproval of plans or specifications (whether or
not defective), course of action, act, omission, error, negligence or the like
made in good faith or which such Board, committees or Persons reasonably
believed to be within the scope of their duties.

         Section 16.15 - Leases. Any agreement for the leasing or rental of a
Lot or any Building thereon (hereinafter in this Section referred to as a
"LEASE") which is executed after the date hereof, shall provide that the terms
of such lease shall be subject in all respects to the provisions of this
Declaration, the Articles, the By-laws, and the Association Rules. Said lease
shall further provide that any failure by the lessee thereunder to comply with
the terms of the foregoing documents shall be a default under the lease. All
leases shall be in writing. Any Owner who shall lease his Lot or Building
thereon shall be responsible for assuring compliance by such Owner's lessee with
this Declaration, the Articles, the By-laws, and the Association Rules.

         Section 16.16 - Construction by Declarants. Nothing in this Declaration
shall limit the right of Declarants to alter the Lots, or to construct such
additional Improvements as Declarants deem advisable prior to completion of
Improvements upon and sale of the entire Property. Such right shall include, but
not be limited to, erecting, constructing, and maintaining on the Property such
structures and displays as may be reasonably necessary for the conduct of the
business of completing the work and disposing of the same by sale, lease, or
otherwise. This Declaration shall not limit the right of Declarants at any time
prior to acquisition of title by a purchaser from Declarants to establish on the
Property additional licenses, reservations, and rights-of-way to itself, to
utility companies, or to others as may from time to time be reasonably necessary
to the proper development and disposal of the Property. Declarants reserve for
themselves the right to alter their construction plans and designs as they shall
deem appropriate. The rights of Declarants hereunder may be assigned to any
successor or successors to all or part of said entity's respective interest in
the Property, by an express assignment, transferring such interest to such
successor. Declarants shall exercise their rights contained in this provision in
such a way as not to unreasonably interfere with the Members' rights to use and
enjoy the Property.

         Section 16.17 - Amendments; Repeal. Subject to the other provisions of
this Declaration, including without limitation, the rights of Mortgagees
pursuant to Articles VIII and XIII hereof, entitled, respectively, "Insurance"
and "Rights of Lenders," or otherwise, this Declaration may be amended as
follows:

         (a)      Until such time as voting rights shall have been transferred
to or vested in the Members in accordance with Section 2.3 hereof, amendments or
modifications to this Declaration or repeal of this Declaration shall be
effective when executed by the Declarants and approved by all Mortgagees which
have interests encumbering the Lot or Lots of the Declarants, when the President
and Secretary of the Association shall execute a certificate stating that the
Declarants, and all said Mortgagees are the only individuals and/or entities
which must approve same, and when the aforesaid certificate of the President and
the Secretary of the Association and the amendment or modification are both
recorded in the Official Records of the County. Thereafter, this Declaration may
be amended or modified only by the affirmative vote or written ballot or written
consent of Members representing at least two-thirds (2/3) of the voting power of
the Association, and by the written consent of all Mortgagees; provided,
however, that so long as any one or more of the Declarants either separately or
collectively own or owns at least ten percent (10%) of the Lots within the
Property, then this Declaration may not be repealed without the prior written
consent of the Declarants.

         (b)      An amendment, modification, or repeal that requires the vote
and written assent of the Members and Mortgagees as herein above provided shall
be effective when the herein above required percentage of Members, Mortgagees,
individuals or entities have approved same, when that fact has been certified in
a certificate executed by the President and Secretary of the Association and
when the aforesaid certificate of the President and Secretary of the Association
and the amendment, modification, or document evidencing Repeal of the
Declaration, are both recorded in the Official Records of the County.

         (c)      Notwithstanding the foregoing, any modification of this
Declaration which purports to modify the provisions of Article VII hereof and
this Section 16.17, shall require the consent of the City, which consent shall
not be unreasonably withheld. No such amendment shall be effective until and
unless such consent is given.

         (d)      Should any Mortgagee fail to respond to a written request for
consent to or approval of a proposed amendment or modification to this
Declaration within thirty (30) days after such request has been mailed to that
Mortgagee by Declarants, or the Association, such failure to respond shall be
deemed consent to and approval of the amendment or modification proposed in that
written request.

         Section 16.18 - Estoppel Certificates. Upon the written request of any
Owner, the Board shall provide the Owner with a written certificate stating
that, to the best of its actual knowledge, the Owner or the Owner's Lot is not
in violation of any of the provisions of this Declaration and the Board has not
received written notice from any Owner stating that the Owner or Owner's Lot is
in violation of this Declaration, or if there are any such violations or the
Board has received such notices, stating in sufficient detail the nature of such
violations. The certificate shall be delivered to the Owner no later than thirty
(30) days after such request by an Owner. The Board may charge the Owner a
reasonable fee to recover its costs in researching and preparing the
certificate. Any prospective purchaser or Mortgagee of the Owner's Lot shall be
entitled to rely on the information contained in the certificate; provided,
however, that such reliance may not extend to any violations of this Declaration
of which the Board does not have actual knowledge, or which have not been
brought to its attention by written notice of an Owner. To the fullest extent
permitted by law and provided the Board, the Association, any committee of the
Association or Board, and any members thereof, and any officers of the
Association or Board, acted in good faith and consistent with what they
reasonably believed to be within the scope of their authority, and duties, then
neither the Board, the Association, any committees of the Association or Board,
any members thereof, or

                                       17
<PAGE>

any officers of the Association or Board shall be liable to the Owner requesting
the certificate or any other Owner of a Lot for any damage, loss, or prejudice
suffered or claimed on account of the failure to supply such certificate or on
the account of any information contained in the certificate being incomplete or
inaccurate and said was actually unknown to any of the above Persons.

         Section 16.19 - Constructive Notice and Acceptance. Every Person who
now or hereafter owns or acquires any right, title or interest in or to any
portion of the Property is and shall be conclusively deemed to have consented
and agreed to every covenant, condition and restriction contained herein,
whether or not any reference to this Declaration is contained in the instrument
by which such Person or entity acquired an interest in said property.

         Section 16.20 - Planned Development. The development project currently
being constructed on the Property is and when completely constructed shall be a
"planned development" as that term is defined in Section 1351(k) of the Civil
Code of the State of California. The immediately preceding statement is included
in this Declaration only for the purpose of complying with the requirements of
Section 1353 of the Civil Code of the State of California and for no other
purpose. Describing the aforesaid Development project as a "planned development"
shall in no way subject said development project and/or the Property to any
additional laws, ordinances, orders, codes, rules, regulations and requirements
of any federal, state, county, and municipal governmental agencies and bodies
other than would be applicable to said development project and/or Property if
the development project had not been described in this Declaration as a "planned
development".

         Section 16.21 - Limitation of Liability. Notwithstanding any contrary
provision in this Declaration, the Articles, the By-laws, or the Association
Rules, the liability of the Declarants for any liabilities, damages, claims,
awards, judgments, fees or costs resulting from the failure of Declarants or the
failure of Declarants' partners, or the partners, directors, or officers of
Declarants' partners, or the failure of Declarants' agents, contractors, or
employees, to keep, observe and perform all the duties, obligations, agreements,
covenants, conditions and restrictions imposed by this Declaration, the
Articles, the By-laws or the Association Rules (collectively, the "DECLARANTS'
LIABILITIES"), shall be limited to the equity interest of the Declarants in the
Lot or Lots then owned by the Declarants. No other property, real or personal,
of Declarants, nor the partners of Declarants, nor of the partners, directors,
officers, shareholders or members of the partners of Declarants, shall be
available or liable for the satisfaction of the Declarants' Liabilities. For
purposes of this Section 16.21, the term Declarants shall mean and refer to both
the Declarants and any Affiliated Entities.

         Section 16.22 - Rights/Obligations. Any and all rights, duties,
obligations, covenants and agreements under this Declaration to be exercised by
or performed by the Declarants shall be deemed exercised or performed for
purposes of this Declaration if exercised or performed by all of the then
Declarants under this Declaration.

         Section 16.23 - Governing Law. This Declaration is made in the State of
California and the validity, construction, and enforceability of this
Declaration and each of its provisions shall be governed by applicable laws of
the State of California.

         Section 16.24 - Newark Municipal Code. Nothing in this Declaration
shall supersede or alter the authority of the City as established in the Newark
Municipal Code.

IN WITNESS WHEREOF, the Declarants have executed this instrument the day and
year first herein above written.

DECLARANTS:

                                             GAL-LPC Stevenson Boulevard, LP, a
                                             California limited partnership

__________________________________           By:  ______________________________
Brian J. O'Connor                                         General Partner

__________________________________
Gregory M. O'Connor

__________________________________
Bradley D. O'Connor

__________________________________
Bruce T. O'Connor, as Trustee of the B and C
O'Connor Revocable Trust dated February 2, 1994


__________________________________
Catherine J. O'Connor, as Trustee of the B and C
O'Connor Revocable Trust dated February 2, 1994

LEGACY PARTNERS 2330 LLC,
a California limited liability company

By:_______________________________

Title:____________________________

                                       18
<PAGE>

STATE OF ____________________       )
         )        ss.
COUNTY OF __________________        )
On ______________________, 2000, before me, __________________________, Notary
Public, personally appeared ________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Notary Public

STATE OF ____________________       )
         )        ss.
COUNTY OF __________________        )
On ______________________, 2000, before me, __________________________, Notary
Public, personally appeared ________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Notary Public

                                       19
<PAGE>

STATE OF ____________________       )
         )        ss.
COUNTY OF __________________        )
On ______________________, 2000, before me, __________________________, Notary
Public, personally appeared ________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Notary Public

STATE OF ____________________       )
         )        ss.
COUNTY OF __________________        )
On ______________________, 2000, before me, __________________________, Notary
Public, personally appeared ________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

______________________________________
Notary Public

                                       20
<PAGE>

STATE OF ____________________       )
         )        ss.
COUNTY OF __________________        )
On ______________________, 2000, before me, __________________________, Notary
Public, personally appeared ________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

______________________________________
Notary Public

STATE OF ____________________       )
         )        ss.
COUNTY OF __________________        )
On ______________________, 2000, before me, __________________________, Notary
Public, personally appeared ________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

______________________________________
Notary Public

                                       21
<PAGE>

                                   EXHIBIT "A"

                          LEGAL DESCRIPTION OF PROPERTY

All that certain real property situated in the City of Newark, County of
Alameda, State of California being more particularly described as follows:

Lots 1, 5, 6 and 7 and Parcel A as shown on Parcel Map 7255 as recorded in the
Official Records of the County of Alameda on September 21, 1998 in Book 236 of
Parcel Maps at pages 79-85.

                                       1
<PAGE>

                                   EXHIBIT "B"

                           DESCRIPTION OF COMMON AREAS

         PARCEL A has shown on Parcel Map 7255 as recorded in the Official
Records of the County of Alameda on September 21, 1998 in Book 236 of Parcel
Maps, at pages 79-85.

                                       1
<PAGE>

                                    EXHIBIT E

                   HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE

Your cooperation in this matter is appreciated. Initially, the information
provided by you in this Hazardous Materials Disclosure Certificate is necessary
for the Landlord (identified below) to evaluate and finalize a lease agreement
with you as Tenant. After a lease agreement is signed by you and the Landlord
(the "Lease Agreement"), on an annual basis in accordance with the provisions of
Section 27 of the signed Lease Agreement, you are to provide an update to the
information initially provided by you in this certificate. The information
contained in the initial Hazardous Materials Disclosure Certificate and each
annual certificate provided by you thereafter will be maintained in
confidentiality by Landlord subject to release and disclosure as required by (i)
any lenders and owners and their respective environmental consultants, (ii) any
prospective purchaser(s) of all or any portion of the property on which the
Premises are located, (iii) Landlord to defend itself or its lenders, partners
or representatives against any claim or demand, and (iv) any laws, rules,
regulations, orders, decrees, or ordinances, including, without limitation,
court orders or subpoenas. Any and all capitalized terms used herein, which are
not otherwise defined herein, shall have the same meaning ascribed to such term
in the signed Lease Agreement. Any questions regarding this certificate should
be directed to, and when completed, the certificate should be delivered to:

Landlord:         GAL-LPC STEVENSON BOULEVARD, LP,
                  a California limited partnership
                  c/o Legacy Partners Commercial, Inc.
                  101 Lincoln Centre Drive, Fourth Floor
                  Foster City, California  94404
                  Attn:  Portfolio Vice President
                  Phone: (650) 571-2200

Name of (Prospective) Tenant:  Vina Technologies

Mailing Address: _______________________________________________________________
________________________________________________________________________________

Contact Person, Title and Telephone Number(s): _________________________________
________________________________________________________________________________

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

Address of (Prospective) Premises: _____________________________________________

Length of (Prospective) Initial Term: __________________________________________

1.       GENERAL INFORMATION:

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

2.       USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

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

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

                  If Yes is marked, please explain: ____________________________
                  ______________________________________________________________
                  ______________________________________________________________

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

3.       STORAGE TANKS AND SUMPS

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

                  Yes [   ]                 No [   ]

                  If yes, please explain: ______________________________________
                  ______________________________________________________________
                  ______________________________________________________________

<PAGE>
]
4.       WASTE MANAGEMENT

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

                  Yes [   ]                 No [   ]

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

                  Yes [   ]                 No [   ]

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

5.       WASTEWATER TREATMENT AND DISCHARGE

         5.1      Will your company discharge wastewater or other wastes to:

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

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

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

                  Yes [   ]                 No [   ]

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

6.       AIR DISCHARGES

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

                  Yes [   ]                 No [   ]

                  If yes, please describe:______________________________________
                  ______________________________________________________________
                  ______________________________________________________________

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

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

                  If yes, please describe:______________________________________
                  ______________________________________________________________
                  ______________________________________________________________

7.       HAZARDOUS MATERIALS DISCLOSURES

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

                  Yes [   ]                 No [   ]

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

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

                  Yes [   ]                 No [   ]

                  If yes, please explain: ______________________________________
                  ______________________________________________________________
                  ______________________________________________________________

                                       2
<PAGE>

8.       ENFORCEMENT ACTIONS AND COMPLAINTS

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

                  Yes [   ]                 No [   ]

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

                  ______________________________________________________________
                  ______________________________________________________________

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

                  Yes [   ]                 No [   ]

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

                  ______________________________________________________________
                  ______________________________________________________________

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

                  Yes [   ]                 No [   ]

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

                  ______________________________________________________________
                  ______________________________________________________________

9.       PERMITS AND LICENSES

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

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

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

(PROSPECTIVE) TENANT:

By:      _____________________________

Title:   _____________________________

Date:    _____________________________

                                       3
<PAGE>

                                    EXHIBIT F
                       FIRST AMENDMENT TO LEASE AGREEMENT
                           CHANGE OF COMMENCEMENT DATE

This First Amendment to Lease Agreement (the "Amendment") is made and entered
into to be effective as of _________________________, by and between
_____________________________ ("Landlord"), and ________________________
("Tenant"), with reference to the following facts:

                                    RECITALS

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

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

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

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

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

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

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

                  for the period __ to __ the monthly Base Rent shall be $__;
                  for the period __ to __ the monthly Base Rent shall be $_; and
                  for the period __ to __ the monthly Base Rent shall be $__.

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

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

         7.       Authority: Subject to the provisions of the Lease, this
Amendment shall be binding upon and inure to the benefit of the parties hereto,
their respective heirs, legal representatives, successors and assigns. Each
party hereto and the persons signing below warrant that the person signing below
on such party's behalf is authorized to do so and to bind such party to the
terms of this Amendment.

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

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

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

                                       1
<PAGE>

                                    EXHIBIT G
                                  SIGN CRITERIA

                                       1
<PAGE>

                                   ADDENDUM 1
                           OPTION TO EXTEND THE LEASE

This Addendum 1 ("Addendum") is incorporated as a part of that certain Lease
Agreement dated April 26, 2000 (the "Lease"), by and between VINA TECHNOLOGIES,
INC., a California corporation ("Tenant"), and GAL-LPC STEVENSON BOULEVARD, LP,
a California limited partnership ("Landlord"), for the leasing of those certain
premises located at 39745 Eureka Blvd., Newark, California as more particularly
described in Exhibit A to the Lease (the "Premises"). Any capitalized terms used
herein and not otherwise defined herein shall have the meaning ascribed to such
terms as set forth in the Lease.

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

2.       TENANT'S OPTION NOTICE. Tenant shall have the right to deliver written
notice to Landlord of its intent to exercise this Option (the "Option Notice").
If Landlord does not receive the Option Notice from Tenant on a date which is
neither more than three hundred sixty-five (365) days nor less than two hundred
forty (240) days prior to the end of the initial term of the Lease, all rights
under this Option shall automatically terminate and shall be of no further force
or effect. Upon the proper exercise of this Option, subject to the provisions,
limitations and conditions set forth in Paragraph 5 below, the initial term of
the Lease shall be extended for the Extended Term.

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

If Landlord and Tenant are unable to agree on the Fair Rental Value for the
Extended Term within ten (10) days of receipt by Landlord of the Option Notice
for the Extended Term, Landlord and Tenant each, at its cost and by giving
notice to the other party, shall appoint a competent and impartial commercial
real estate broker (hereinafter "broker") with at least five (5) years'
full-time commercial real estate brokerage experience in the geographical area
of the Premises to set the Fair Rental Value for the Extended Term. If either
Landlord or Tenant does not appoint a broker within ten (10) days after the
other party has given notice of the name of its broker, the single broker
appointed shall be the sole broker and shall set the Fair Rental Value for the
Extended Term. If two (2) brokers are appointed by Landlord and Tenant as stated
in this paragraph, they shall meet promptly and attempt to set the Fair Rental
Value. In addition, if either of the first two (2) brokers fails to submit their
opinion of the Fair Rental Value within the time frames set forth below, then
the single Fair Rental Value submitted shall automatically be the initial
monthly Base Rent for the Extended Term and shall be binding upon Landlord and
Tenant. If the two (2) brokers are unable to agree within ten (10) days after
the second broker has been appointed, they shall attempt to select a third
broker, meeting the qualifications stated in this paragraph within ten (10) days
after the last day the two (2) brokers are given to set the Fair Rental Value.
If the two (2) brokers are unable to agree on the third broker, either Landlord
or Tenant by giving ten (10) days' written notice to the other party, can apply
to the Presiding Judge of the Superior Court of the county in which the Premises
is located for the selection of a third broker who meets the qualifications
stated in this paragraph. Landlord and Tenant each shall bear one-half (-1/2) of
the cost of appointing the third broker and of paying the third broker's fee.
The third broker, however selected, shall be a person who has not previously
acted in any capacity for either Landlord or Tenant. Within fifteen (15) days
after the selection of the third broker, the third broker shall select one of
the two Fair Rental Values submitted by the first two brokers as the Fair Rental
Value for the Extended Term. The determination of the Fair Rental Value by the
third broker shall be binding upon Landlord and Tenant.

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

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

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

                                       1
<PAGE>

and/or (5) Tenant no longer has possession of all or any part of the Premises
under the Lease, or if the Lease has been terminated earlier, pursuant to the
terms and provisions of the Lease. Notwithstanding the above, this Option may be
assigned to any entity which purchases all or substantially all of the assets of
Tenant or to any entity into which Tenant is merged or consolidated provided
that in either instance that (i) any such merger or acquisition was not formed
as a subterfuge to avoid this Lease and (ii) the successor of Tenant has, as of
the date that Landlord's Availability Notice is given, a tangible net worth and
net assets, in the aggregate equal to or greater than Tenant as of the date of
this Lease provided that Tenant has met the net worth and cash position
parameters outlined in Section 35 of the Lease and is sufficient to meet the
obligations of Tenant under this Lease, as reasonably determined by Landlord.

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

                                       2
<PAGE>

                                   ADDENDUM 2
                              RIGHT OF FIRST OFFER

This Addendum 2 is incorporated as a part of that certain Lease Agreement dated
April 26, 2000, by and between VINA TECHNOLOGIES, INC., a California corporation
("Tenant"), and GAL-LPC STEVENSON BOULEVARD, LP, a California limited
partnership ("Landlord"), for the Premises located at 39745 Eureka Boulevard,
Newark, California (the "Premises").

In the event and only in the event (a) Landlord purchases that certain parcel of
land adjacent to Phase I and Lot ("Phase III Parcel"), a legal description of
which is attached hereto as Schedule 1 and incorporated herein by reference, (b)
Landlord chooses (in its sole and absolute discretion) to construct a building
("Building") on the Phase III Parcel during the initial term of the Lease, (c)
Landlord desires to lease the Building and (d) Landlord shall have completed the
Building prior to the expiration of the initial terms of this Lease, then,
during the initial term of the Lease only, Tenant shall have a one time First
Offer to Lease ("Right of First Offer") approximately 50,000 square feet
("Expansion Space"), as outlined on Exhibit A attached hereto and made a part
hereof (the "Expansion Space"). Tenant's Right of First Offer, as granted
herein, is subject to the following conditions:

         i.       Tenant's Right of First Offer shall be void if Tenant is in
default in the performance of any of its obligations under the Lease beyond any
applicable cure period at the time Landlord provides Landlord's availability
notice; and

         ii.      Tenant's Right of First Offer shall be subject to Landlord's
review and approval of Tenant's then current financial condition provided that
such financial condition is not materially different from the condition as of
the date of this Lease and provided Tenant has met the net worth and cash
position parameters outlined in Section 35 of the Lease and further provided
this Right of First Offer shall not be void if Tenant' cash balance falls below
$20,000,000.00 if Tenant has reissued the Letter of Credit outlined therein.

Provided the above conditions (a) through (d), and (i) and (ii) are satisfied,
Landlord shall give Tenant written notice, by facsimile and by mail, describing
the location and size of such space, the estimated date upon which Landlord can
deliver such space to Tenant, and the terms and conditions upon which Landlord
is willing to lease the Expansion Space ("Landlord's Availability Notice"). Such
terms and conditions shall be based upon consideration of all relevant factors
as reasonably determined by Landlord, including length of term, the uses, the
quality, size, design and location of the Premises, including the condition and
value of existing tenant improvements or tenant improvement allowance to be
provided, and the location within the competitive market area of the Premises.
Tenant shall have a period of seven (7) business days following receipt of
Landlord's Availability Notice notifying Landlord in writing of Tenant's
election to lease all (but not less than all) of the Expansion Space upon the
same or similar (if agreed upon by Landlord) terms contained in Landlord's
Availability Notice by written acceptance delivered to Landlord within such
seven (7) business day period ("Election Notice"). If Tenant fails to notify
Landlord of Tenant's election to lease all of the Expansion Space within the
time specified herein, or Tenant does not concurrently deliver the deposit
and/or security referenced below, it shall be deemed that (i) Tenant has elected
not to lease said Expansion Space; (ii) Landlord may thereafter enter into a
Lease Agreement with a third party; and (iii) all rights under this Right of
First Offer shall terminate and be of no further force and effect. Time is of
the essence herein.

In the event Tenant exercises this Right of First Offer as herein provided,
Tenant shall concurrently provide Landlord a non-refundable deposit, equivalent
to the last month's rent for the Expansion Space and or other security as
Landlord deems necessary and the parties shall have ten (10) business days after
Landlord receives the Election Notice and deposit from Tenant in which to
execute a lease document setting forth the agreed-upon terms. Upon full
execution of an amendment for the Expansion Space, the non-refundable deposit
shall be credited toward Base Rent or the security deposit for the Expansion
Space, as agreed between the parties.

This Right of First Offer shall terminate and be of no force and effect if
Tenant is in default of the performance of any of the covenants, conditions or
agreements to be performed under this Lease beyond any applicable cure periods
at the time Landlord provides Landlord's Availability Notice.

This Right of First Offer is personal to Tenant and may not be assigned,
voluntarily or involuntarily, separate from or as a part of the Lease.
Notwithstanding the above, such Right of First Offer may be assigned to any
entity which purchases all or substantially all of the assets of Tenant or to
any entity into which Tenant is merged or consolidated provided that in either
instance that (i) any such merger or acquisition was not formed as a subterfuge
to avoid this Lease and (ii) the successor of Tenant has, as of the date that
Landlord's Availability Notice is given, a tangible net worth and net assets, in
the aggregate equal to or greater than Tenant as of the date of this Lease
provided that Tenant has met the net worth and cash position parameters outlined
in Section 35 of the Lease and is sufficient to meet the obligations of Tenant
under this Lease, as reasonably determined by Landlord.

Should Tenant exercise this Right of First Offer, Landlord and Tenant shall
execute an amendment to this Lease, adding the Expansion Space to the Premises
and adjusting the Base Rent and Tenant's proportionate share of the items set
forth in Sections 6, 7, and 8 of this Lease. If Tenant does not elect or is
deemed to have not elected to exercise the Right of First Offer granted herein,
based upon the material terms proposed by Landlord, all rights under this Right
of First Offer shall terminate and be of no further force and effect.

                                       1
<PAGE>

                       FIRST AMENDMENT TO LEASE AGREEMENT

         This First Amendment to Lease Agreement ("Amendment") is entered into,
and dated for reference purposes, as of December 23, 2002 (the "Execution Date")
by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
("Metropolitan"), as Landlord ("Landlord"), and VINA TECHNOLOGIES, INC., a
Delaware corporation, ("Vina"), as Tenant ("Tenant"), with reference to the
following facts ("Recitals"):

         A.       GAL-LPC Stevenson Boulevard, LP, a California limited
                  partnership ("GAL-LPC"), predecessor-in-interest to
                  Metropolitan, and Vina Technologies, Inc., a California
                  corporation ("Vina California"), predecessor-in-interest to
                  Tenant, entered into that certain written Lease Agreement
                  ("Existing Lease"), dated as of April 26, 2000, for certain
                  premises (the "Original Premises") of approximately 51,898
                  rentable square feet, comprising the entire rentable area of
                  Building C (the "Building") at 39745 Eureka Boulevard, Newark,
                  California, all as more particularly described therein.

         B.       Tenant has informed Landlord that Tenant no longer needs the
                  Surrender Space (defined below) for its business operations
                  and has requested that Landlord assist Tenant in reducing
                  Tenant's rent under the Existing Lease by, among other things,
                  reducing the size of the Original Premises. Landlord is
                  willing to accommodate Tenant on the terms and conditions set
                  forth below. Landlord and Tenant now desire to amend the
                  Existing Lease, all as more particularly set forth below.

         NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants set forth herein and of other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

         Section 1. Scope of Amendment; Defined Terms; Retroactive Effect.

         (a)      Except as expressly provided in this Amendment, the Existing
Lease shall remain in full force and effect. Should any inconsistency arise
between this Amendment and the Existing Lease as to the specific matters which
are the subject of this Amendment, the terms and conditions of this Amendment
shall control. The term "Existing Lease" defined above shall refer to the
Existing Lease as it existed before giving effect to the modifications set forth
in this Amendment and the term "Lease" as used herein and in the Existing Lease
shall refer to the Existing Lease as modified by this Amendment. All capitalized
terms used in this Amendment and not defined herein shall have the meanings set
forth in the Existing Lease unless the context clearly requires otherwise.
Tenant and Landlord acknowledge that they have executed this Amendment as of the
Execution Date set forth above, but intend and agree that this Amendment shall
be effective as of October 15, 2002 with the same force and effect as if
executed on that date.

         (b)      Tenant represents and warrants and agrees that: (i) Tenant
occupies the Premises and is the Tenant under the Existing Lease; (ii) Tenant is
the successor to Vina California, and as such has assumed, and hereby assumes,
the obligations of Vina California under the Existing Lease; and (iii) Tenant is
bound by all obligations of the tenant (as defined in the Existing Lease) under
the Existing Lease and holds all right, title and interest of the tenant under
the Existing Lease. Tenant's obligations with respect to the representations,
warranties and agreements under this Section survive the expiration or sooner
termination of the term of this Lease.

         Section 2. Reduction of Premises - Surrender Space & Certain
Amendments.

         (a)      Surrender Space. For purposes of this Amendment, the
"Surrender Space" shall mean that part of the Original Premises comprised of
approximately 25,793 rentable square feet in the area shown hatched on the
floorplan of the Building attached Exhibit A hereto.

         (b)      Surrender Date. Except to the limited extent of the "Temporary
Lease" (defined below) to Tenant of the Surrender Space set forth in Section 3
below, effective as of 11:59 p.m. on October 15, 2002 (the "Surrender Date"),
the Surrender Space ceased to be part of the Premises and Tenant relinquished
and surrendered all rights and interest in or to the Surrender Space, including
all rights of possession, use or

                                       1
<PAGE>

lease of the Surrender Space, with the same force and effect as a termination of
the Term of the Lease with respect to the Surrender Space as of the Surrender
Date.

         (c)      Condition of Surrender Space; Hazardous Materials; Personal
Property. As of the Execution Date, Tenant represents and warrants to Landlord
that no Hazardous Materials have been spilled, disposed of or released, and no
Hazardous Materials are located in, on or under the Surrender Space, due to any
act or omission of Tenant, its agents, contractors, or invitees, or any officer,
employee, contractor or subcontractor of any of them. Notwithstanding any
provision of the Existing Lease, including Section 10.2 thereof, to the
contrary, effective as of the Surrender Date, all Tenant Improvements,
Alterations and trade fixtures (for example, but not limited to, the reception
desk installed in the lobby in the southeast corner of the Surrender Space)
installed in the Surrender Space (or serving the Surrender Space, whether or not
installed within it, for example, all heating, ventilating and air conditioning
units serving the Surrender Space) shall remain in place and as of the Surrender
Date shall be the property of Landlord (and Landlord and Tenant acknowledge
there are no Removable TIs, as defined in the Existing Lease), except (i) if and
to the extent any of the foregoing are subsequently discovered to contain or to
be contaminated by any Hazardous Materials described in the preceding sentence,
then Landlord may require Tenant to remove them, and (ii) for any trade fixtures
which Landlord requires Tenant to remove pursuant to written notice given to
Tenant no later than the expiration date of the Temporary Lease. Tenant shall be
obligated to remove its "Personal Property" (defined below) from the Surrender
Space no later than the expiration date of the Temporary Lease. For purposes of
this Amendment "Personal Property" shall mean modular work stations, computers,
copy machines and other equipment that is not attached to the Surrender Space or
Building, furnishings, inventory, goods and personal property, excluding any
modular workstations purchased by Landlord pursuant to Section 6(c) below.

         (d)      Obligations Until Surrender; Proration. All of the terms,
covenants, agreements and conditions of the Existing Lease remain in full force
and effect with respect to the Surrender Space through the Surrender Date,
including Tenant's obligations to pay all Rent, Additional Rent and monetary
obligations, which accrue through and including the Surrender Date, as such
become due and payable under the Existing Lease (including annual reconciliation
of Operating Expenses, Tax Expenses and/or Common Area Utility Costs). As of
11:59 p.m. on the Surrender Date, the surrender of the Surrender Space will be
deemed effective and the monetary obligations with respect to the Surrender
Space shall be prorated, billed and payable in the manner provided in the
Existing Lease, in the same manner as would apply if the term of the Existing
Lease expired on the Surrender Date with respect to the Surrender Space.

         (e)      Effect on Lease After Surrender Date. After the Surrender
Date, the Existing Lease shall continue in full force and effect for the
remainder of the term of the Existing Lease upon and subject to all of the terms
and provisions of the Existing Lease, as amended by this Amendment, including,
without limitation, the following modifications of the Existing Lease:

         (i) the Surrender Space ceases to be part of the Premises, and Tenant
         shall have no right to possession, use or lease of the Surrender Space
         or any options or other rights with respect to the Surrender Space,
         except as provided below with respect to the Networking Room,
         Electrical Room and Loading Dock Area (each as defined below) and with
         respect to the Temporary Lease of the Surrender Space, both as provided
         below in this Amendment;

         (ii) The rentable area of the Premises (including an agreed upon
         equitable share of the area of the Networking Room and Electrical Room)
         for purposes of calculating Base Rent and Tenant's Share (of Operating
         Expenses, Tax Expenses, Common Area Utility Costs and Utility Expenses)
         payable by Tenant shall be 26,105 rentable square feet;

         (iii) Tenant's obligation to pay Base Rent with respect to the
         Surrender Space shall cease and the Base Rent for the remaining
         Premises shall be restructured (at reduced rates until August 1, 2005
         and thereafter at the same rates provided in the Existing Lease) to be
         the monthly amounts per square foot of rentable area multiplied by the
         rentable area of the remaining Premises during the respective periods
         shown in the following table:

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                             Monthly Base Rent
Period (inclusive of dates listed)       per rentable square foot
----------------------------------       ------------------------
<S>                                      <C>
day after Surrender Date - 7/31/2004              $ 0.95
8/1/2004 - 7/31/2005                              $ 1.25
8/1/2005 - 7/31/2006                              $1.544
8/1/2006 - Expiration Date                        $1.598
</TABLE>

         (iv) Tenant's Share of each of Operating Expenses, Tax Expenses, Common
         Area Utility Costs and Utility Expenses Proportion with respect to the
         Premises is reduced to a new total of 7.45%.

         (v) the aggregate number of parking spaces provided for Tenant's is
         reduced from 207 to a new total of 104.

         (f)      No Release. Notwithstanding any provision of the foregoing to
the contrary, neither this Amendment nor the acceptance by Landlord of the
Surrender Space shall in any way:

         (i) be deemed to excuse or release Tenant from any obligation or
         liability with respect to the Surrender Space (including, without
         limitation, any obligation or liability under provisions of the Lease
         to indemnify, defend and hold harmless Landlord or other parties, or
         with respect to any breach or breaches of the Lease) which obligation
         or liability (x) first arises on or prior to the Surrender Date or (y)
         arises out of or is incurred in connection with events or other matters
         which took place on or prior to such date, or

         (ii) affect any obligation under the Lease which by its terms is to
         survive the expiration or sooner termination of the Lease.

         Section 3. Temporary Lease of Surrender Space. Tenant possesses certain
Personal Property (as defined above in this Amendment), which it desires to hold
for future use, sale or disposal, and in connection therewith desires to use the
Surrender Space for short-term storage of the Personal Property. Landlord hereby
leases (the "Temporary Lease") to Tenant the Surrender Space in its AS IS
condition on a month to month basis, terminable by either party upon thirty days
prior written notice, and in any event terminating upon any earlier termination
of the Lease. The Temporary Lease shall be on the same terms and conditions as
the Existing Lease, including, without limitation, continuance of Tenant's
indemnification and insurance obligations with respect to the Surrender Space
(as well as the remaining Premises), payment of all utilities billed or metered
separately to the Premises (including the Surrender Space and remaining
Premises), and payment of an additional 7.36% (Tenant's Share based only on the
Surrender Space) of Utility Expenses pursuant to Section 7.1 of the Existing
Lease, provided however, Tenant shall not be obligated to pay Base Rent for the
Surrender Space or Tenant's Share of Operating Expenses, Tax Expenses, and
Common Area Utility Costs. Upon the expiration or earlier termination of the
Temporary Lease, Tenant shall vacate and deliver exclusive possession of the
Surrender Space in good condition (damage by acts of God, casualty and normal
wear and tear excepted), broom clean with all Personal Property of Tenant
removed. In the event that Tenant fails timely to vacate and deliver exclusive
possession of the Surrender Space to Landlord upon the expiration or earlier
termination of the Temporary Lease, Tenant's continued occupancy of the
Surrender Space shall be as a tenancy in sufferance. For any period of such
holding over in possession, Tenant shall pay Landlord Base Rent for the
Surrender Space at double the rate then applicable to the remainder of the
Premises, plus all other payments specified in this Subsection. In addition,
Tenant shall protect, defend, indemnify and hold Landlord harmless from all
Claims (as defined in the Existing Lease) resulting from such failure, including
but not limited to, any Claims made by any succeeding tenant founded upon such
failure to surrender, and any lost profits to Landlord resulting therefrom. The
provisions of this Subsection with respect to holding over by Tenant shall not
be deemed to limit or constitute a waiver of any other rights or remedies of
Landlord provided herein or at law.

                                       3
<PAGE>

         Section 4. Reconfiguration; Certain Shared Areas; Access.

         (a)      Generally. As a consequence of the reduction in size of the
Premises, Landlord and Tenant desire to provide for shared access and use of the
"Networking Room", "Electrical Room" and "Loading Dock Area" (as such terms are
defined below), and relocation of the Networking Room and demising wall, along
with reconfiguration of the Loading Dock Area, Surrender Space and remaining
Premises, all as more particularly provided in the terms and conditions of this
Amendment.

         (b)      Shared Areas: Electrical Room; Networking Room; Loading Dock
Area. The "Electrical Room" shall mean an area of approximately 328 square feet
located as shown on Exhibit B hereto which shall be for use in common by Tenant,
Landlord and other occupants of the Building (collectively, "Other
Occupant(s)"), and by the employees and invitees of any of them, as the point of
connection to the Building's base electrical system. The "Networking Room" shall
mean an area of approximately 435 square feet located as shown on Exhibit B
hereto which shall be for use in common by Tenant, Landlord and Other
Occupant(s), and by the employees and invitees of any of them, for location of
computer servers, networking and telecommunications equipment serving the
respective occupancy areas in the Building. The "Loading Dock Area" shall mean
an area located generally as shown on Exhibit B hereto, in size sufficient for,
and for the purposes of, use in common by Tenant, Landlord and Other
Occupant(s), and by the employees and invitees of any of them, for loading,
unloading and transfer of shipments being received and/or sent.

         (c)      Reconfiguration; Relocation. As of the date hereof, the
Loading Dock Area is part of the Premises shown on Exhibit A hereto. In
connection with Landlord's releasing of the Surrender Space, Tenant and Landlord
acknowledge and agree that some modification of Tenant's Premises and of the
Surrender Space will be necessary in order to provide a Truck Loading Area for
common use and access, Landlord reserves the right reasonably to modify and
reconfigure such areas to accomplish the foregoing, and Tenant agrees to
cooperate in arriving at a reasonable design therefor. In the event of such
reconfiguration, if the Loading Dock Area ceases to be part of Tenant's
Premises, then Landlord shall allocate between and among Tenant and the Other
Occupant(s) an equitable share of the space of the Loading Dock Area (and make
the corresponding adjustments of the rentable area of the Premises, Tenant's
Share and Base Rent). Landlord also reserves the right to relocate the
Networking Equipment Room, and in connection therewith to make reasonable
modifications and reconfiguration to accomplish the foregoing, and Tenant agrees
to cooperate in arriving at a reasonable design therefor (and Landlord shall
make the corresponding adjustments, if any, of the rentable area of the
Premises, Tenant's Share and Base Rent). Such relocation and/or reconfiguration
pursuant to this Subsection shall be at Landlord's expense as part of the
construction provided for in Section 5 below.

         (d)      Access to Shared Areas. Each of Tenant, Landlord and Other
Occupant(s), and the employees and invitees of any of them, shall have the right
to use, on a nonexclusive basis, the Electrical Room, Networking Room and
Loading Dock Area for the purposes each is made available, but such use by
Tenant and Other Occupant(s), and the employees and invitees of each of them, to
the extent such areas are located in space occupied by another, shall be subject
to the following conditions and agreements: (i) the party requesting access
shall make a prior written request to Landlord (with a copy to the other
occupant) adequately in advance of the requested access, so that Landlord may in
turn give or make reasonable advance written notice and/or request to the other
occupant; (ii) coordination by the party requesting access so that the time of
such entries shall be at mutually convenient dates and times for the other
occupant, Landlord and the party requesting access, provided however, the party
requesting access agrees that Landlord or the occupant may require that such
entry or entries be outside of the other occupant's operating hours; (iii) the
party requesting access shall use commercially reasonable efforts to avoid
interference, and to minimize unavoidable interference, from any such access
with the occupancy and operations of the other occupant; (iv) the non-requesting
party may require that the party requesting access, and/or those entering on its
behalf, must be accompanied by a security escort during all times of all such
access and the cost for such escort(s) shall be borne equally by both parties;
and (v) in connection with any such access, the party requesting access shall
promptly pay for all damage caused by it and/or those entering on its behalf,
and at the option of Landlord, the party requesting access shall perform any
such repairs and restoration.

                                       4
<PAGE>

         Section 5. Other Provisions For Separation of Surrender Space from
Premises; Construction.

         (a)      Landlord, at its sole cost and expense (provided Landlord
receives and retains Tenant's payment of the "Reconfiguration Fee", defined in
Section 6 below), shall: (1) construct a new wall and/or modify existing walls
to create a demising wall ("New Demising Wall") in the location generally shown
on Exhibit A to separate the hatched Surrender Space from the unhatched
remainder of the Premises; (2) perform construction for any relocation or
reconfiguration of the New Demising Wall and any other relocation or
reconfiguration contemplated by Section 4 above; (3) make related modifications
of the heating, ventilating and air conditioning system, sprinkler system,
electrical system, lighting system, water system to the extent necessary in
order to separate the Surrender Space from the remaining areas of the Premises
and/or necessary as a result of to any relocation or reconfiguration described
above; and (4) paint, patch or touch up the ceiling, affected walls or floor
covering to the extent necessary as a result of construction of the New Demising
Wall and/or necessary as a result of any relocation or reconfiguration described
above.

         (b)      Landlord may, but is not obligated to, do any construction
required or permitted in connection with the Surrender Space, termination of the
Temporary Lease, Electrical Room, Networking Room and/or Loading Dock Area
before termination of the Temporary Lease, and may, at Landlord's sole
discretion, elect to do the foregoing construction within a reasonable time
after termination of the Temporary Lease, or later at the time of construction
to prepare the Surrender Space for a new occupant or occupants. All improvements
constructed by Landlord hereunder shall be the property of Landlord.

         (c)      To the extent that design and construction of any or all of
the work pursuant to this Section will require access, work or construction
within or through the Premises (or the Surrender Space during the term of the
Temporary Lease), Landlord and Landlord's representatives and contractors shall
have a right of entry at all times upon prior oral or written notice to perform
such work, and Tenant agrees that such entry and work shall not constitute an
eviction of Tenant in whole or in part and that Base Rent and other sums due and
payable by Tenant under the Lease (including, without limitation, the Temporary
Lease) shall in no way be abated or reduced by reason of inconvenience,
annoyance, disturbance or injury to the business of Tenant due to such access,
work or construction. Tenant shall cooperate with Landlord and Landlord's
contractors(s) to allow design and construction during normal business hours
upon reasonable prior oral or written notice, including, without limitation,
moving Tenant's furnishings and equipment as requested by Landlord or Landlord's
contractor(s). In the course of such design and construction, Landlord shall
make reasonable efforts to cooperate with Tenant so as not unreasonably to
disrupt Tenant's business. Any such entry shall be subject to Section 16 of the
Existing Lease.

         Section 6. Modification Payment by Tenant; Certain Amendments of Letter
of Credit Section. In consideration of (i) Tenant being relieved of the
obligation to pay rent accruing after the Surrender Date for the Surrender Space
(except for the Temporary Lease), (ii) of Landlord's reducing the Base Rent for
the remaining Premises until August 1, 2005, (iii) of Landlord's agreeing to
bear the construction cost for the new demising wall and related construction
described in the preceding Section, (iv) to cover Landlord's administrative,
processing and legal costs, and (v) to reimburse Landlord for other costs that
will be sustained as a result of this Amendment, Tenant shall pay to Landlord as
additional rent under the Lease, the "Modification Fee" (defined below) and the
"Reconfiguration Fee" (defined below), and shall also provide Landlord the
"Option" (defined below) (unless otherwise specified, the Modification Fee,
Reconfiguration Fee and the Option shall be referred to collectively as the
"Modification Payment"). Landlord and Tenant have agreed upon the Modification
Payment and this Amendment as a compromise of Landlord's rights under the Lease,
and Tenant hereby acknowledges and agrees that the Modification Payment and this
Amendment are good and fair consideration given and received by Tenant for its
agreements herein. Tenant shall pay Landlord as follows:

         (a)      Tenant shall pay Landlord the amount of Two Hundred Forty-nine
Thousand Nine Hundred Thirty-four and 66/100 Dollars ($249,934.66) (the
"Modification Fee"), which is due and payable immediately upon execution of this
Amendment. Such payment shall be made as follows:

                  (1)      Eighty-two Thousand Nine Hundred and Thirty-four and
         66/100 Dollars ($82,934.66) of the Modification Fee shall be paid by
         means of Landlord's application of the

                                       5
<PAGE>

         Security Deposit (in that amount under the Existing Lease).
         Notwithstanding anything to the contrary in the Existing Lease,
         including, without limitation, Section 4 and the Basic Lease
         Information: (i) Tenant hereby authorizes Landlord to so apply and use
         the Security Deposit for payment of such amount; (ii) both Tenant and
         Landlord agree that there is no Security Deposit hereafter held or
         required pursuant to the Lease; and (iii) the Existing Lease is
         accordingly amended.

                  (2)      One Hundred and Sixty-seven Thousand Dollars
         ($167,000.00), constituting the balance of the Modification Fee, shall
         be paid by means of a partial draw in the amount of $167,000.00 (the
         "LC Draw") by Landlord upon the Letter of Credit. Notwithstanding
         anything to the contrary in the Existing Lease, including, without
         limitation, Section 35: (i) Tenant hereby authorizes Landlord to draw
         upon the Letter of Credit and obtain such amount forthwith by
         Landlord's sight draft and any and all documents required under the
         Letter of Credit (being Irrevocable Letter of Credit No. NZS383785
         issued by Wells Fargo Bank, N.A. in the amount of Five Hundred Thousand
         Dollars ($500,000.00), including Amendment Number 1 reflecting the
         transfer of the Letter of Credit to Metropolitan Life Insurance
         Company, a New York corporation, as Beneficiary); (ii) for such draw
         and for any draw permitted under the Lease hereafter, Landlord shall
         not be required to present to the issuing bank the statement set forth
         below, and the Existing Lease is hereby amended to delete from Section
         35 the following: "upon the presentation to the issuing bank of
         Landlord's (or Landlord's then managing agent's) statement that Tenant
         is in material default and such amount is due to Landlord under the
         terms and conditions of this Lease, it being understood that if
         Landlord or its managing agent be a corporation, partnership or other
         entity, then such statement shall be signed by an officer (if a
         corporation), a general partner (if a partnership), or any authorized
         party (if another entity)"; (iii) the amount of the Letter of Credit
         required under the Lease hereafter shall be reduced by the amount of
         the LC Draw from Five Hundred Thousand Dollars ($500,000.00) to the
         total of Three Hundred and Thirty-three Thousand Dollars ($333,000.00).

         (b)      Tenant shall pay Landlord the amount of Eighty Thousand
Dollars ($80,000.00) (the "Reconfiguration Fee"), which is due and payable as
follows:

                  (1)      Twenty Thousand Dollars ($20,000.00) immediately upon
         execution of this Amendment, payable by Tenant's check delivered to
         Landlord concurrently with Tenant's delivery of this Amendment signed
         by Tenant.

                  (2)      Twenty Thousand Dollars ($20,000.00) no later than
         February 1, 2003 to the same payee, account and address, and in the
         same manner, as required under the Lease for payment of Base Rent
         monthly.

                  (3)      Twenty Thousand Dollars ($20,000.00) no later than
         May 1, 2003 to the same payee, account and address, and in the same
         manner, as required under the Lease for payment of Base Rent monthly.

                  (4)      Twenty Thousand Dollars ($20,000.00) no later than
         August 1, 2003 to the same payee, account and address, and in the same
         manner, as required under the Lease for payment of Base Rent monthly.

In either event that (i) Landlord has not leased any of the Surrender Space by
July 31, 2005; or (ii) some or all of the Surrender Space is leased by July 31,
2005, and if in either such event the costs to reconfigure such space as
contemplated by Section 5 above are less than the Reconfiguration Fee (including
all such costs incurred or expended by Landlord to such date together with the
costs of reconfiguration work which Landlord is then obligated to do under any
lease or other agreement for use or occupancy), and provided further that (in
any such event) there is no uncured monetary default and no uncured material
default by Tenant, and there is no event or condition that with the passage of
time or giving of notice (or both) could become a monetary default or material
default by Tenant, then Landlord shall credit against any amounts due and unpaid
from Tenant, and if none, shall pay Tenant, the unused portion of the
Reconfiguration Fee.

                                       6
<PAGE>

         (c)      Tenant hereby grants Landlord the option (the "Option"),
exercisable on one or more occasions, to buy as many of Tenant's modular
workstations as Landlord desires at the price and up to the maximum number of
such workstations as follows: (1) Seventy (70) Steelcase Revest 8 foot by 8 foot
workstations at a price of Two Hundred and Fifty Dollars ($250.00) per
workstation, and (2) Sixteen (16) Steelcase Revest 8 foot by 10 foot
workstations at a price of Two Hundred and Fifty Dollars ($250.00) per
workstation. Upon each exercise by Landlord of the Option, Tenant shall transfer
and convey to Landlord those modular workstations as to which Landlord exercised
the Option, execute and deliver to Landlord a Bill of Sale in the form of
Exhibit C hereto, and physically deliver to the Surrender Space (or leave in the
Surrender Space) such modular workstations. Tenant represents and warrants to
Landlord that Tenant owns the modular workstations free and clear of all claims,
liens or other interests of third parties, and Tenant acknowledges that it no
longer has any use for such workstations, that transferring such workstations to
Landlord will save Tenant the cost and expense incident to sale, moving and/or
disposing of such workstations, and the fair market value of such modular
workstations is not more than Two Hundred and Fifty Dollars ($250.00) apiece.

         Section 7. Contingency Regarding Modification Fee; Reconfiguration Fee
& Option. If any payment of cash consideration or transfer of any non-cash
consideration (including, without limitation, the Option), or any part thereof,
made in connection with this Amendment or the Lease is subsequently invalidated,
declared to be fraudulent or preferential, set aside or avoided and/or required
to be rescinded or returned by the Landlord for any reason whatsoever
(including, but not limited to, the insolvency, bankruptcy or reorganization of
Tenant) then the obligations of Tenant to pay all sums that would have been due
under the Existing Lease shall be revived and continue in full force and effect
as if the Modification Payment had never been made and Tenant had breached the
Existing Lease and had its right to possession of the Surrender Space
terminated, both as of October 15, 2002, and Landlord's claims and remedies
against Tenant shall be for the full amount of monetary damages caused by such
default under the Existing Lease as would be recoverable under Section 1951.2 of
the California Civil Code upon abandonment of the Surrender Space by Tenant as
of October 15, 2002 and/or termination of the Existing Lease with respect to the
Surrender Space as of October 15, 2002 because of such default (but if and to
the extent Landlord retains any of such cash consideration, it will be applied
as an offset to the original obligations of Tenant under the Existing Lease).

         Section 8. Deletion of Option to Extend and Right of First Offer. The
Existing Lease is hereby amendment to delete in its entirety Addendum 1 (and the
(Option to Extend the Lease set forth therein) and to delete in its entirety
Addendum 2 (and the Right of First Offer set forth therein).

         Section 9. Confidentiality. Tenant agrees not to disclose the terms of
this Amendment to any other party without Landlord's prior written approval,
unless and until Tenant is legally compelled to make such disclosure under
applicable law. Notwithstanding the foregoing, Tenant may disclose the terms of
this Amendment to Tenant's directors, officers, agents and legal counsel to the
extent necessary to secure approval and authorization for the execution of this
Amendment and to perform it.

         Section 10. Change of Address for Copies of Notices to Landlord.
Section 29.9 of the Existing Lease is hereby amended to provide that (a) an
additional method of sending notices which either party desires or is required
to give the other is via reputable overnight national delivery service
maintaining records of receipts, delivery and attempts at delivery, and (b) the
current addresses for notices to be sent to Landlord pursuant to Section 29.9 of
the Existing Lease are modified as follows:

                  Metropolitan Life Insurance Company
                  c/o Legacy Partners Commercial
                  4000 East Third Avenue, Suite 600
                  Foster City, CA 94404-4805
                  Attention:  Stevenson Point Tech Park Project Manager

                                       7
<PAGE>

                  with copies to the following:

                           Metropolitan Life Insurance Company
                           400 South El Camino Real, Suite 800
                           San Mateo, CA  94402
                           Attention:  EIM Manager, Real Estate Investments

                                                   and

                           Metropolitan Life Insurance Company
                           400 South El Camino Real, Suite 800
                           San Mateo, CA  94402
                           Attention:  Associate General Counsel

         Section 11. Time of Essence. Without limiting the generality of any
other provision of the Existing Lease, time is of the essence to each and every
term and condition of this Amendment.

         Section 12. Attorneys' Fees. Section 29.6 of the Existing Lease is
hereby deleted in its entirety and replaced with the following:

         "Except as otherwise provided in Section 6, each party to this
         Amendment shall bear its own attorneys' fees and costs incurred in
         connection with the discussions preceding, negotiations for and
         documentation of this Amendment. In the event any party brings any suit
         or other proceeding with respect to the subject matter or enforcement
         of this Amendment or the Lease, the prevailing party (as determined by
         the court, agency or other authority before which such suit or
         proceeding is commenced) shall, in addition to such other relief as may
         be awarded, be entitled to recover attorneys' fees, expenses and costs
         of investigation as actually incurred, including court costs, expert
         witness fees, costs and expenses of investigation, and all attorneys'
         fees, costs and expenses in any such suit or proceeding (including in
         any action or participation in or in connection with any case or
         proceeding under the Bankruptcy Code, 11 United States Code Sections
         101 et seq., or any successor statutes, in establishing or enforcing
         the right to indemnification, in appellate proceedings, or in
         connection with the enforcement or collection of any judgment obtained
         in any such suit or proceeding)."

         Section 13. Effect of Headings. The titles or headings of the various
parts or sections hereof are intended solely for convenience and are not
intended and shall not be deemed to or in any way be used to modify, explain or
place any construction upon any of the provisions of this Amendment.

         Section 14. Entire Agreement; Amendment. This Amendment taken together
with the Existing Lease, together with all exhibits, schedules, riders and
addenda to each, constitutes the full and complete agreement and understanding
between the parties hereto and shall supersede all prior communications,
representations, understandings or agreements, if any, whether oral or written,
concerning the subject matter contained in this Amendment and the Existing
Lease, as so amended, and no provision of the Lease as so amended may be
modified, amended, waived or discharged, in whole or in part, except by a
written instrument executed by all of the parties hereto.

         Section 15. Authority. Each person executing this Amendment represents
and warrants that he or she is duly authorized and empowered to execute it, and
does so as the act of and on behalf of the party indicated below.

         Section 16. Counterparts. This Amendment may be executed in duplicates
or counterparts, or both, and such duplicates or counterparts together shall
constitute but one original of the Amendment. Each duplicate and counterpart
shall be equally admissible in evidence, and each original shall fully bind each
party who has executed it.

                                       8
<PAGE>

         Section 17. Facsimile Signatures. In order to expedite the transaction
contemplated herein, telecopied signatures may be used in place of original
signatures on this Amendment. Tenant and Landlord intend to be bound by the
signatures on the telecopied document, are aware that the other party will rely
on the telecopied signatures, and hereby waive any defenses to the enforcement
of the terms of this Amendment based on the form of signature.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.

TENANT:           VINA TECHNOLOGIES, INC.,
                  a Delaware corporation

                           By: _____________________________________________

                                    Print Name: ____________________________

                                    Title: _________________________________
                                    (Chairman of Board, President or Vice
                                    President)

                           By: _____________________________________________

                                    Print Name: ____________________________

                                    Title: _________________________________
                                    (Secretary, Assistant Secretary, CFO or
                                    Assistant Treasurer)

         LANDLORD:         METROPOLITAN LIFE INSURANCE COMPANY,
                           a New York corporation

                           By: _____________________________________________

                                    Print Name: ____________________________

                                    Title: _________________________________

                                       9
<PAGE>

                                    EXHIBIT A

                         Outline of the Surrender Space

                                       10
<PAGE>

                                    EXHIBIT B

       Outline of the Networking Room, Electrical Room & Loading Dock Area

                                       11
<PAGE>

                                    EXHIBIT C

                              Form of Bill of Sale

                                  BILL OF SALE

         KNOW ALL MEN BY THESE PRESENTS, that VINA TECHNOLOGIES, INC. a Delaware
corporation ("Seller"), for valuable consideration, the receipt and sufficiency
of which consideration is hereby acknowledged, hereby sells, assigns, transfers
and conveys unto METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
("Purchaser"), all of Seller's right, title and interest in and to the tangible
personal property listed on Schedule 1, which is attached hereto and
incorporated herein by this reference, (collectively, the "Personal Property"),
which Personal Property is located in that area known as the "Surrender Space"
located in the building at 39745 Eureka Boulevard, Newark, California. The
Surrender Space was previously leased by Seller from Purchaser.

         TO HAVE AND TO HOLD all of said Personal Property unto Purchaser, its
successors and assigns, to its own use, transfer and/or disposition forever.

         SELLER WARRANTS AND REPRESENTS to Purchaser and its successors and
assigns that Seller holds good, clear and transferable title to the Personal
Property free and clear of any and all liens, claims and encumbrances. Seller,
for itself and its successors and assigns, hereby covenants and agrees that it
will at any time and from time to time, at the request of Purchaser, promptly
execute and deliver to Purchaser any new or confirmatory instrument and any and
all other and further instruments that Purchaser may reasonably request to vest
or confirm in Purchaser the full right, title and interest in or to any item of
the Personal Property covered by this Bill of Sale or to enable Purchaser to
realize upon or otherwise to enjoy such assets or to carry into effect the
intent and purposes hereof. Seller for itself, its successors and assigns,
further covenants and agrees that it will warrant and defend Seller's title to
the Personal Property so transferred against the just and lawful claims and
demands of all persons whomsoever.

         IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the __
day of __________________, 200_. The individual executing this Bill of Sale
individually warrants that he/she has the authority to execute this Bill of Sale
on behalf of Seller.

                                           VINA TECHNOLOGIES, INC.,
                                           a Delaware corporation

                                           By:    _________________________
                                           Name:  _________________________
                                           Title: _________________________

                                       12
<PAGE>

                          SCHEDULE 1 - TO BILL OF SALE

                       LIST OF TANGIBLE PERSONAL PROPERTY

[to be completed at time of sale]

                                       13
<PAGE>

                       SECOND AMENDMENT TO LEASE AGREEMENT

         This Second Amendment to Lease Agreement ("Amendment") is entered into,
and dated for reference purposes, as of October 28, 2003 (the "Execution Date")
by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
("Metropolitan"), as Landlord ("Landlord"), and LARSCOM INCORPORATED, a Delaware
corporation, ("Larscom"), as Tenant ("Tenant"), with reference to the following
facts ("Recitals"):

         A.       Landlord and Tenant are the parties to that certain lease,
which lease is comprised of the following: that certain written Lease Agreement
dated as of April 26, 2000 entered into by and between GAL-LPC Stevenson
Boulevard, LP, a California limited partnership ("GAL-LPC"),
predecessor-in-interest to Metropolitan, as Landlord, and Vina Technologies,
Inc., a California corporation ("Vina California"), predecessor-in-interest to
Tenant, as Tenant (the "Original Lease"), for certain premises (the "Original
Premises") of approximately 51,898 rentable square feet, comprising the entire
rentable area of Building C (the "Building") at 39745 Eureka Boulevard, Newark,
California, all as more particularly described therein, as amended by that
certain First Amendment to Lease (the "First Amendment") dated as of December
23, 2002 entered into by and between Metropolitan, as Landlord, and Vina
Technologies, Inc., a Delaware corporation ("Vina Delaware"), as Tenant, which
provided, among other things, that the Premises would be reduced in size by
Tenant's surrender of certain Surrender Space, for a Temporary Lease to Tenant
of the Surrender Space and further amendments of the Original Lease (the
Original Premises, as modified by the First Amendment is referred to herein as
the "Existing Premises"). The Original Lease, as amended by the First Amendment,
is referred to herein as the "Existing Lease".

         B.       Tenant and Landlord now desire to modify and extend the Term,
expand the Premises leased for that extended Term, set a new rate of Base Rent
applicable to the Extended Term and further amend the Existing Lease, all as
more particularly set forth below.

         NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants set forth herein and of other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

         Section 1. Scope of Amendment; Defined Terms; Retroactive Effect;
Tenant/Merger.

         (a)      Except as expressly provided in this Amendment, the Existing
Lease shall remain in full force and effect. Should any inconsistency arise
between this Amendment and the Existing Lease as to the specific matters which
are the subject of this Amendment, the terms and conditions of this Amendment
shall control. The term "Existing Lease" defined above shall refer to the
Existing Lease as it existed before giving effect to the modifications set forth
in this Amendment and the term "Lease" as used herein and in the Existing Lease
shall refer to the Existing Lease as modified by this Amendment. All capitalized
terms used in this Amendment and not defined herein shall have the meanings set
forth in the Existing Lease unless the context clearly requires otherwise.

         (b)      Tenant and Landlord acknowledge that they have executed this
Amendment as of the Execution Date set forth above, but intend and agree that
this Amendment shall be effective as of July 31, 2003 ("Effective Date") with
the same force and effect as if executed on that date.

         (c)      Tenant represents and warrants and agrees that: (i) Tenant
occupies the Premises and is the "Tenant" (as that term is used in the Existing
Lease) under the Existing Lease; (ii) Tenant is the successor to Vina Delaware,
and as such has assumed, and hereby assumes, all of the debts, liabilities and
obligations of Vina Delaware under the Existing Lease; and (iii) Tenant is bound
by all obligations of the "Tenant" under the Existing Lease and holds all right,
title and interest of the "Tenant" under the Existing Lease. Tenant's
obligations with respect to the representations, warranties and agreements under
this Section survive the expiration or sooner termination of the term of this
Lease.

         Section 2. Modification and Extension of the Term of the Lease.
Notwithstanding any provision of the Existing Lease to the contrary, the
Existing Lease is hereby amended to provide that the Expiration Date of the Term
of the Existing Lease shall be the Effective Date instead of the date in 2007
heretofore provided under the Existing Lease, and then this Lease shall be for a
term of five (5) years (the "Extended Term") beginning at midnight local time at
the Building on August 1, 2003 (the "Extended Term Commencement Date") and
expiring at midnight

                                       1
<PAGE>

local time on July 31, 2008 (hereafter, the "Expiration Date" with respect to
the Extended Term), unless sooner terminated pursuant to the terms of the Lease,
and the Premises for the Extended Term shall be as described in Section 3 below.
Landlord and Tenant acknowledge and agree that this Amendment provides all
rights and obligations of the parties with respect to extension of the Term,
whether or not in accordance with any other provisions, if any, of the Existing
Lease regarding renewal or extension, and any such provisions, options or rights
for renewal or extension provided in the Existing Lease are hereby deleted.

         Section 3. Expansion & Modification of Premises & Certain Amendments;
Temporary Lease. As of the Extended Term Commencement Date, the Premises leased
to Tenant for the Extended Term (hereafter, the "Premises") is expanded and
modified to be, and shall mean, the entire Building, excluding the Second
Surrender Space (defined below and marked by diagonal lines on Exhibit A) and
the Electrical Room and Networking Room (defined in Section 6 below for shared
use, and marked by cross hatching and hatching on Exhibit A). As of the Extended
Term Commencement Date, the Existing Lease shall continue in full force and
effect for the Extended Term upon and subject to all of the terms and provisions
of the Existing Lease, as amended by this Amendment, including, without
limitation, the following modifications of the Existing Lease:

                  (i) the Temporary Lease of the Surrender Space, as defined and
                  provided in the First Amendment, shall terminate as of the
                  Effective Date, and as of the Extended Term Commencement Date
                  Landlord and Tenant agree to the Second Temporary Lease of the
                  Second Surrender Space as provided in a following Section of
                  this Amendment;

                  (ii) the rentable area of the Premises (excluding the Second
                  Surrender Space, but including an agreed upon equitable share
                  of the area of the Networking Room and Electrical Room) for
                  purposes of calculating Base Rent and Tenant's Share (of
                  Operating Expenses, Tax Expenses, Common Area Utility Costs
                  and Utility Expenses) payable by Tenant shall be 40,521
                  rentable square feet;

                  (iii) Tenant's obligation to pay Base Rent for the Premises
                  shall be restructured to be the amounts per square foot of
                  rentable area multiplied by the rentable area of the Premises
                  during the respective periods, and corresponding monthly
                  installments, shown in the following table:

<TABLE>
<CAPTION>
Period (on & after Extended  Annual Rate of Base Rent  Monthly Installment
  Term Commencement Date)    per rentable square foot      of Base Rent
---------------------------  ------------------------  -------------------
<S>                          <C>                       <C>
      Months 01 - 12                $  8.40                $28,364.70
      Months 13 - 24                $  9.00                $30,390.75
      Months 25 - 36                $  9.60                $32,416.80
      Months 37 - 48                $ 10.80                $36,468.90
      Months 49 - 60                $ 12.00                $40,521.00
</TABLE>

                  (iv) Tenant's Share of each of Operating Expenses, Tax
                  Expenses, Common Area Utility Costs and Utility Expenses
                  Proportion with respect to the Premises is changed to a new
                  total of 11.567%;

                  (v); in the event of termination of the Second Temporary Lease
                  and in the event that the Second Surrender Space is not then
                  leased to Tenant for a term no less than the remaining Term of
                  this Lease, then to the extent there are any costs with
                  respect to the Electrical Room and the Networking Room of
                  utilities not separately metered to Tenant or to the other
                  tenant of the Second Surrender Space, or of operation,
                  maintenance or repair the payment of which is not specifically
                  provided for under Section 6 below, then Tenant shall also pay
                  its Building Shared Area Percentage of such costs, which shall
                  be calculated as the percentage obtained by dividing the
                  rentable square footage of the Premises by the rentable square
                  footage of the Building (which is agreed to be 78.078% in the
                  event the Premises is then 40,521 rentable square feet and the
                  Building is then 51,898 rentable square feet).

                  (vi) the aggregate number of parking spaces provided for
                  Tenant's nonexclusive use is increased from 104 to a new total
                  of 162.

                                       2
<PAGE>

         Section 4. Second Surrender Space & Certain Amendments.

                  (a)      Second Surrender Space. For purposes of this
Amendment, the "Second Surrender Space" shall mean that part of the Existing
Premises comprised of approximately 11,377 rentable square feet, which 11,377
rentable square feet is comprised of an area of 11,210 square feet of usable
area in the area shown hatched on the floor plan of the Building attached as
Exhibit A hereto, plus an agreed upon equitable share of the area of the
Networking Room and Electrical Room.

                  (b)      Surrender Date. Except to the limited extent of the
"Second Temporary Lease" (defined below) to Tenant of the Second Surrender Space
set forth in Section 5 below, effective as of 11:59 p.m. on the Effective Date
(the "Surrender Date"), the Second Surrender Space ceased to be part of the
Premises and Tenant relinquished and surrendered all rights and interest in or
to the Second Surrender Space, including all rights of possession, use or lease
of the Second Surrender Space, with the same force and effect as a termination
of the Term of the Lease with respect to the Second Surrender Space as of the
Surrender Date.

                  (c)      Condition of Second Surrender Space; Hazardous
Materials; Personal Property. As of the Execution Date, Tenant represents and
warrants to Landlord that no Hazardous Materials have been spilled, disposed of
or released, and no Hazardous Materials are located in, on or under the Second
Surrender Space, due to any act or omission of Tenant, its agents, contractors,
or invitees, or any officer, employee, contractor or subcontractor of any of
them. Notwithstanding any provision of the Existing Lease, including Section
10.2 thereof, to the contrary, effective as of the Surrender Date, all Tenant
Improvements, Alterations and trade fixtures installed in the Second Surrender
Space or serving the Second Surrender Space, whether or not installed within it,
for example, all heating, ventilating and air conditioning units serving the
Second Surrender Space, shall remain in place and as of the Surrender Date and
shall be the property of Landlord (and Landlord and Tenant acknowledge there are
no Removable TIs, as defined in the Existing Lease), except (i) if and to the
extent any of the foregoing are subsequently discovered to contain or to be
contaminated by any Hazardous Materials described in the preceding sentence,
then Landlord may require Tenant to remove them, and (ii) for any trade fixtures
which Landlord requires Tenant to remove pursuant to written notice given to
Tenant no later than the expiration date of the Second Temporary Lease. Tenant
shall be obligated to remove its "Personal Property" (defined below) from the
Second Surrender Space no later than the expiration date of the Second Temporary
Lease. For purposes of this Amendment "Personal Property" shall mean modular
work stations, computers, copy machines and other equipment that is not attached
to the Second Surrender Space or Building, furnishings, inventory, goods and
personal property, excluding any modular workstations purchased by Landlord
pursuant to Section 10 below.

                  (d)      Obligations Until Surrender; Proration. All of the
terms, covenants, agreements and conditions of the Existing Lease remain in full
force and effect with respect to the Second Surrender Space through the
Surrender Date, including Tenant's obligations to pay all Rent, Additional Rent
and monetary obligations, which accrue through and including the Surrender Date,
as such become due and payable under the Existing Lease (including annual
reconciliation of Operating Expenses, Tax Expenses and/or Common Area Utility
Costs). As of 11:59 p.m. on the Surrender Date, the surrender of the Second
Surrender Space will be deemed effective and the monetary obligations with
respect to the Second Surrender Space shall be prorated, billed and payable in
the manner provided in the Existing Lease, in the same manner as would apply if
the term of the Existing Lease expired on the Surrender Date with respect to the
Second Surrender Space.

                  (e)      Effect on Lease After Surrender Date. After the
Surrender Date, the Existing Lease shall continue in full force and effect for
the remainder of the term of the Existing Lease upon and subject to all of the
terms and provisions of the Existing Lease, as amended by this Amendment, but
the Second Surrender Space ceases to be part of the Premises, and Tenant shall
have no right to possession, use or lease of the Second Surrender Space or any
options or other rights with respect to the Second Surrender Space, except as
provided below with respect to the Second Temporary Lease and the Negotiation
Right.

                  (f)      No Release. Notwithstanding any provision of the
foregoing to the contrary, neither this Amendment nor the acceptance by Landlord
of the Second Surrender Space shall in any way:

                                       3
<PAGE>

                  (i) be deemed to excuse or release Tenant from any obligation
                  or liability with respect to the Second Surrender Space
                  (including, without limitation, any obligation or liability
                  under provisions of the Lease to indemnify, defend and hold
                  harmless Landlord or other parties, or with respect to any
                  breach or breaches of the Lease) which obligation or liability
                  (x) first arises on or prior to the Surrender Date or (y)
                  arises out of or is incurred in connection with events or
                  other matters which took place on or prior to such date, or

                  (ii) affect any obligation under the Lease which by its terms
                  is to survive the expiration or sooner termination of the
                  Lease.

         Section 5. Second Temporary Lease of Second Surrender Space. Tenant
possesses certain Personal Property (as defined above in this Amendment), which
it desires to hold for future use, sale or disposal, and in connection therewith
desires to use the Second Surrender Space for short-term storage of the Personal
Property. Landlord hereby leases (the "Second Temporary Lease") to Tenant the
Second Surrender Space in its AS IS condition on a month to month basis,
terminable by either party upon thirty (30) days prior written notice, and in
any event terminating upon any earlier termination of the Lease. The Second
Temporary Lease shall be on the same terms and conditions as the Existing Lease,
including, without limitation, continuance of Tenant's indemnification and
insurance obligations with respect to the Second Surrender Space (as well as the
remaining Premises), payment of all utilities billed or metered separately to
the Premises (including the Second Surrender Space and remaining Premises), and
payment of an additional 3.248% (Tenant's Share based only on the Second
Surrender Space as a percentage of the rentable square footage of the Project)
of Utility Expenses pursuant to Section 7.1 of the Existing Lease, provided
however, Tenant shall not be obligated to pay Base Rent for the Second Surrender
Space or Tenant's Share of Operating Expenses, Tax Expenses, and Common Area
Utility Costs. Upon the expiration or earlier termination of the Second
Temporary Lease, Tenant shall vacate and deliver exclusive possession of the
Second Surrender Space in good condition (damage by acts of God, casualty and
normal wear and tear excepted), broom clean with all Personal Property of Tenant
removed. In the event that Tenant fails timely to vacate and deliver exclusive
possession of the Second Surrender Space to Landlord upon the expiration or
earlier termination of the Second Temporary Lease, Tenant's continued occupancy
of the Second Surrender Space shall be as a tenancy in sufferance. For any
period of such holding over in possession, Tenant shall pay Landlord Base Rent
for the Second Surrender Space at double the rate then applicable to the
remainder of the Premises, plus all other payments specified in this Subsection.
In addition, Tenant shall protect, defend, indemnify and hold Landlord harmless
from all Claims (as defined in the Existing Lease) resulting from such failure,
including but not limited to, any Claims made by any succeeding tenant founded
upon such failure to surrender, and any lost profits to Landlord resulting
therefrom. The provisions of this Subsection with respect to holding over by
Tenant shall not be deemed to limit or constitute a waiver of any other rights
or remedies of Landlord provided herein or at law.

         Section 6. Deletion of Section 4 of the First Amendment;
                    Reconfiguration; Certain Shared Areas; Access.

                  (a)      Generally. As a consequence of the changes in the
area and configuration of the Premises pursuant to this Amendment, Landlord and
Tenant hereby agree that Section 4 of the First Amendment is deleted in its
entirety and hereby agree to provide for shared access and use of the
"Networking Room" and "Electrical Room" (as such terms are defined below), and
relocation of the Networking Room and demising wall, along with reconfiguration
of the Second Surrender Space and remaining Premises, all as more particularly
provided in the terms and conditions of this Amendment.

                  (b)      Shared Areas: Electrical Room; Networking Room. The
"Electrical Room" shall mean an area of approximately 328 square feet located as
shown on Exhibit A hereto which shall be for use in common by Tenant, Landlord
and other occupants of the Building (collectively, "Other Occupant(s)"), and by
the employees and invitees of any of them, as the point of connection to the
Building's base electrical system. The "Networking Room" shall mean an area of
approximately 435 square feet located as shown on Exhibit A hereto which shall
be for use in common by Tenant, Landlord and Other Occupant(s), and by the
employees and invitees of any of them, for location of computer servers,
networking and telecommunications equipment serving the respective occupancy
areas in the Building.

                                       4
<PAGE>

                  (c)      Reconfiguration; Relocation. Landlord reserves the
right to relocate the Networking Equipment Room, and in connection therewith to
make reasonable modifications and reconfiguration to accomplish the foregoing,
and Tenant agrees to cooperate in arriving at a reasonable design therefor (and
Landlord shall make the corresponding adjustments, if any, of the rentable area
of the Premises, Tenant's Share and Base Rent). Such relocation and/or
reconfiguration pursuant to this Subsection shall be at Landlord's expense,
except to the extent such costs are recoverable by Landlord in connection with
the construction provided for in Section 7 below.

                  (d)      Access to Shared Areas. Each of Tenant, Landlord and
Other Occupant(s), and the employees and invitees of any of them, shall have the
right to use, on a nonexclusive basis, the Electrical Room and Networking Room
for the purposes each is made available, but such use by Tenant and Other
Occupant(s), and the employees and invitees of each of them, to the extent such
areas are located in space occupied by another, shall be subject to the
following conditions and agreements: (i) the party requesting access shall make
a prior written request to Landlord (with a copy to the other occupant)
adequately in advance of the requested access, so that Landlord may in turn give
or make reasonable advance written notice and/or request to the other occupant;
(ii) coordination by the party requesting access so that the time of such
entries shall be at mutually convenient dates and times for the other occupant,
Landlord and the party requesting access, provided however, the party requesting
access agrees that Landlord or the occupant may require that such entry or
entries be outside of the other occupant's operating hours; (iii) the party
requesting access shall use commercially reasonable efforts to avoid
interference, and to minimize unavoidable interference, from any such access
with the occupancy and operations of the other occupant; (iv) the non-requesting
party may require that the party requesting access, and/or those entering on its
behalf, must be accompanied by a security escort during all times of all such
access and the cost for such escort(s) shall be borne equally by both parties;
and (v) in connection with any such access, the party requesting access shall
promptly pay for all damage caused by it and/or those entering on its behalf,
and at the option of Landlord, the party requesting access shall perform any
such repairs and restoration.

         Section 7. Deletion of Section 5 of the First Amendment; Other
                    Provisions For Separation of Second Surrender Space from
                    Premises; Construction.

                  (a)      Section 5 of the First Amendment is deleted in its
entirety. Landlord shall: (1) construct a new wall and/or modify existing walls
to create a demising wall ("New Demising Wall") in the location generally shown
on Exhibit A to separate the Second Surrender Space from the Premises; (2)
perform construction for any relocation or reconfiguration of the New Demising
Wall and any other relocation or reconfiguration contemplated by Section 6
above; (3) make related modifications of the heating, ventilating and air
conditioning system, sprinkler system, electrical system, lighting system and
water system to the extent necessary in order to separate the Second Surrender
Space from the remaining areas of the Premises and/or necessary as a result of
any relocation or reconfiguration described above; (4) make alterations and
improvements necessary to provide a new restroom core within the Second
Surrender Space; (5) make such alterations or improvements as are necessary to
comply with applicable laws, including, without limitation, building code
requirements in order to separate the Second Surrender Space as a separately
demised premises from the remainder of the Building; and (6) paint, patch or
touch up the ceiling, affected walls or floor covering to the extent necessary
as a result of construction of the New Demising Wall and/or necessary as a
result of any alterations, improvements, relocation or reconfiguration described
above.

                  (b)      Landlord may, but is not obligated to, do any
construction required or permitted by the above sections in connection with the
Second Surrender Space, termination of the Second Temporary Lease, Electrical
Room and/or Networking Room before termination of the Second Temporary Lease,
and may, at Landlord's sole discretion, elect to do the foregoing construction
within a reasonable time after termination of the Second Temporary Lease, or
later at the time of construction to prepare the Second Surrender Space for a
new occupant or occupants (collectively, the "Landlord Work"). All improvements
constructed by Landlord hereunder shall be the property of Landlord. Within
thirty (30) days after written demand from Landlord, Tenant shall pay the costs
and expenses in connection with the Landlord Work, as may be demanded from time
to time by Landlord if the Landlord Work is done in parts, up to a maximum in
the aggregate of One Hundred Eighty-seven Thousand ($187,000.00), and Landlord
shall bear all such costs and expenses, if any, in excess of such amount.

                  (c)      To the extent that design and construction of any or
all of the Landlord Work will require access, work or construction within or
through the Premises (or the Second Surrender Space during the term of the
Second Temporary Lease), Landlord and Landlord's representatives and contractors
shall have a right of entry at all

                                       5
<PAGE>

times upon prior oral or written notice to perform such work, and Tenant agrees
that such entry and work shall not constitute an eviction of Tenant in whole or
in part and that Base Rent and other sums due and payable by Tenant under the
Lease (including, without limitation, the Second Temporary Lease) shall in no
way be abated or reduced by reason of inconvenience, annoyance, disturbance or
injury to the business of Tenant due to such access, work or construction.
Tenant shall cooperate with Landlord and Landlord's contractors(s) to allow
design and construction during normal business hours upon reasonable prior oral
or written notice, including, without limitation, moving Tenant's furnishings
and equipment as requested by Landlord or Landlord's contractor(s). In the
course of such design and construction, Landlord shall make reasonable efforts
to cooperate with Tenant so as not unreasonably to disrupt Tenant's business.
Any such entry shall be subject to Section 16 of the Existing Lease.

         Section 8. Amendment Regarding Reconfiguration Fee; Security Deposit;
                    Allowance for Alterations by Tenant.

                  (a)      Amendment Regarding Reconfiguration Fee. Landlord
acknowledges receipt of Sixty Thousand Dollars ($60,000.00) from Tenant in
payments of the Reconfiguration Fee which were due prior to August 1, 2003
pursuant to Section 6 of the First Amendment, and Landlord and Tenant hereby
confirm and agree that Tenant has not paid, and shall not be required to pay,
the final installment of Twenty Thousand Dollars ($20,000.00) which was due
August 1, 2003 pursuant to Section 6(b)(4) of the First Amendment. The amount of
Sixty Thousand Dollars ($60,000.00) heretofore held by Landlord as the
Reconfiguration Fee pursuant to the First Amendment shall no longer be held as
the Reconfiguration Fee, but shall hereafter be held and applied by Landlord as
set forth below in Subsections (b) and (c). Section 6(b) of the First Amendment
is hereby deleted.

                  (b)      Security Deposit. Landlord and Tenant agree, and
Tenant hereby authorizes and instructs Landlord, that Landlord shall retain and
hold Forty Thousand Five Hundred and Twenty-one Dollars ($40,521.00) (of the
amount heretofore held by Landlord as a Reconfiguration Fee) as a cash Security
Deposit, and Section 4 of the Original Lease regarding the Security Deposit is
hereby reinstated in full force and effect, except that the total amount of the
cash held and required as a Security Deposit is acknowledged and agreed to be
Forty Thousand Five Hundred and Twenty-one Dollars ($40,521.00) instead of the
amount set forth in the Basic Lease Information of the Original Lease.

                  (c)      Allowance for Alterations by Tenant. Landlord and
Tenant agree that the balance of Nineteen Thousand Four Hundred Seventy-nine
Dollars ($19,479.00) heretofore held by Landlord as a Reconfiguration Fee, plus
an additional One Hundred and Five Thousand ($105,000), for a combined total of
One Hundred Twenty-four Thousand Four Hundred Seventy-nine Dollars ($124,479.00)
shall be available to Tenant as an allowance (the "Allowance") for the purposes
and on the terms and conditions set forth below. The Allowance shall be provided
by Landlord to reimburse Tenant for the actual costs of design, engineering,
plan review, obtaining all approvals and permits, and performance of Alterations
in the Premises, in connection with the expansion and reconfiguration of the
Premises pursuant to this Amendment, and shall be payable as provided below. In
no event shall the Allowance be used to reimburse any costs of designing,
procuring or installing in the Premises any trade fixtures, movable equipment,
furniture, furnishings, telephone equipment, cabling for any of the foregoing,
or other personal property (collectively "Personal Property" for purposes of
this Rider), and the cost of such Personal Property shall be paid by Tenant,
provided, however, after completion of and full payment for the Alterations, any
remaining balance of the Allowance not needed to pay such costs may be used to
reimburse Tenant for costs of moving certain of its operations into the Premises
and installing equipment in connection therewith. The Allowance shall be paid to
Tenant within 30 days after the later of final completion of the Alterations and
Landlord's receipt of (i) written application from Tenant for payment, including
certification by Tenant of the final completion of the Alterations, (ii) a
certificate of occupancy (if applicable), (iii) final as-built plans and
specifications, including as-built mylar and digitzied (if available) set of
plans and specifications, (iv) full, final, unconditional lien releases, and (v)
reasonable substantiation of costs incurred by Tenant with respect to the
Alterations (and to the extent Tenant is entitled to reimbursement for moving
and installations, of such costs). Tenant must prior to December 31, 2003 submit
written application with the items required above for reimbursement for
qualified costs out of the Allowance, and to the extent of any funds for which
application has not been made prior to that date, or if and to the extent that
the reimbursable costs of the Alterations are less than the Allowance, then
Landlord shall retain the unapplied or unused balance of the Allowance and shall
have no obligation or liability to Tenant with respect to such excess.

                                       6
<PAGE>

         Section 9. Certain Amendments Regarding Letter of Credit & Use Thereof
to Defray Costs or Expenses of Landlord for Work Re Second Surrender Space.
Landlord and Tenant acknowledge and agree that as of the Execution Date, the
amount of the Letter of Credit (being Irrevocable Letter of Credit No. NZS383785
issued by Wells Fargo Bank, N.A. in the original amount of Five Hundred Thousand
Dollars ($500,000.00), including Amendment Number 1 reflecting the transfer of
the Letter of Credit to Metropolitan Life Insurance Company, a New York
corporation, as Beneficiary) held by Landlord and required under the Lease after
the First Amendment is the total of Three Hundred and Thirty-three Thousand
Dollars ($333,000.00). In the event that Landlord does any of the Landlord Work,
and Tenant fails to pay when due any amount when due after demand by Landlord as
set forth in Section 7 above, then Landlord shall have the right (but not the
obligation) to make one or more draws upon the Letter of Credit to pay and/or
reimburse the costs and expenses in connection with such work, up to a maximum
of One Hundred Eighty-seven Thousand Dollars ($187,000.00) as follows, and
Section 35 of the Existing Lease is hereby amended accordingly: (i) Tenant
hereby authorizes Landlord to make one or more partial draws upon the Letter of
Credit to pay or reimburse such costs and expenses; and (ii) the amount of the
Letter of Credit required under the Lease after any or all such permitted draws
shall be replenished by the amount of such draws. In the event that Landlord
deems it necessary or desirable that the Letter of Credit be amended or reissued
to reflect Larscom Incorporated as the applicant, by virtue of the merger of
Vina Technologies with and into Larscom Incorporated with Larscom Incorporated
as the surviving corporation and successor by merger to Vina Technologies, then
Tenant will cause the Letter of Credit to be amended or reissued to reflect such
change.

         Section 10. Landlord's Option to Acquire Certain Personal Property of
Tenant. Section 6(c) is hereby deleted from the First Amendment. Tenant hereby
grants Landlord the option (the "Option"), exercisable on one or more occasions,
to buy as many of Tenant's modular workstations as Landlord desires at the price
and up to the maximum number of such workstations as follows: (1) Seventy (70)
Steelcase Revest 8 foot by 8 foot workstations at a price of Two Hundred and
Fifty Dollars ($250.00) per workstation, and (2) Sixteen (16) Steelcase Revest 8
foot by 10 foot workstations at a price of Two Hundred and Fifty Dollars
($250.00) per workstation. Upon each exercise by Landlord of the Option, Tenant
shall transfer and convey to Landlord those modular workstations as to which
Landlord exercised the Option, execute and deliver to Landlord a Bill of Sale in
the form of Exhibit B hereto, and physically deliver to the Second Surrender
Space (or leave in the Second Surrender Space) such modular workstations. Tenant
represents and warrants to Landlord that Tenant owns the modular workstations
free and clear of all claims, liens or other interests of third parties, and
Tenant acknowledges that it no longer has any use for such workstations, that
transferring such workstations to Landlord will save Tenant the cost and expense
incident to sale, moving and/or disposing of such workstations, and the fair
market value of such modular workstations is not more than Two Hundred and Fifty
Dollars ($250.00) apiece.

         Section 11. Negotiation Right.

         (a)      Landlord hereby grants Tenant a one-time right to negotiate
the lease of the Second Surrender Space (referred to in this Section as the
"Negotiation Space") during the period beginning on the Execution Date and
expiring nine (9) months prior to the Expiration Date of the Extended Term (the
"Negotiation Period"), upon and subject to the terms and conditions of this
Section (the "Negotiation Right"), and provided that at the time of exercise of
such right: (i) Tenant must be in occupancy of the entire Premises; and (ii)
there has been no material adverse change in Tenant's financial position from
such position as of the date of execution of the Lease, as certified by Tenant's
independent certified public accountants, and as supported by Tenant's certified
financial statements, copies of which shall be delivered to Landlord with
Tenant's written notice exercising its right hereunder. Without limiting the
generality of the foregoing, Landlord may reasonably conclude there has been a
material adverse change if Tenant's independent certified public accountants do
not certify there has been no such change.

         (b)      Nothing herein shall be deemed to limit or prevent Landlord
from marketing, discussing or negotiating with any other party for a lease of,
or rights of any nature as to, any part of the Negotiation Space, but during the
Negotiation Period before Landlord makes any written proposal to any other party
for the lease or any other rights to the Negotiation Space (including giving a
written response to any proposal or offer received from another party), or
contemporaneously with making any such proposal, Landlord shall give Tenant
written notice ("Landlord's Notice"). For a period of five (5) business days
after Landlord gives Landlord's Notice (the "Election Notice Period"), Tenant
shall have the right to initiate negotiations in good faith for the lease of all
(and not less

                                       7
<PAGE>

than all) the Negotiation Space by giving Landlord written notice ("Election
Notice") of Tenant's election to exercise its Negotiation Right to lease such
space.

         (c)      If Tenant timely and properly gives the Election Notice,
Landlord and Tenant shall, during the five (5) business day period (the "Second
Period") following Landlord's receipt of the Election Notice, negotiate in good
faith for the lease of the Negotiation Space. Any lease by Tenant pursuant to
this Negotiation Right: (1) shall be for all (and not less than all) the
Negotiation Space; (2) the subject Negotiation Space shall, upon delivery, be
part of the Premises under this Lease, such that the term "Premises" thereafter
shall include the subject Negotiation Space; (3) the number of, location of and
charge for parking spaces applicable to the Negotiation Space shall be
negotiated; (4) shall be for a term no less than the remaining Term of the
Lease; and (5) such lease shall be upon and subject to all the other terms,
covenants and conditions provided in the Lease, except that the following terms
shall be subject to such negotiation and agreement of the parties: (aa) the
amount of the Base Rent with respect to the Negotiation Space; (bb) the increase
in Tenant's Share applicable to the Negotiation Space; (cc) any improvements or
alterations to be done, or allowance therefor, if any, specifically agreed upon,
and absent such agreement, Tenant shall accept the Negotiation Space in its then
AS IS condition without any obligation of Landlord to repaint, remodel, improve
or alter the subject Negotiation Space for Tenant's occupancy or to provide
Tenant any allowance therefor, but such space shall be delivered broom clean and
free of all tenants or occupants (and their personal property); and (dd)
increase in the Security Deposit and/or Letter of Credit. The foregoing
obligation of Landlord to negotiate is non-exclusive and nothing herein shall be
deemed to prevent Landlord from negotiating with any other party for the
Negotiation Space, whether or not Landlord and Tenant are negotiating for the
same, but any other such negotiation shall be subject to the aforesaid
obligation to negotiate with Tenant in good faith.

         (d)      If Tenant either fails or elects not to exercise its
Negotiation Right as to the Negotiation Space by not giving its Election Notice
within the Election Notice Period, or if Tenant gives Tenant's Election Notice
but Tenant and Landlord do not execute (1) a written letter of intent reflecting
the significant business terms for the lease of the Negotiation Space within
five (5) business days after delivery of the Election Notice, and (2) a
corresponding amendment prepared by Landlord within five (5) days after Landlord
gives Tenant such proposed amendment, then in any such event Tenant's
Negotiation Right shall terminate, and be null and void, and at any time
thereafter Landlord shall be free to lease and/or otherwise grant options or
rights to the subject space on any terms and conditions whatsoever free and
clear of the Negotiation Right. Provided, however, if upon expiration of six (6)
months after giving Landlord's Notice Landlord has not executed any lease or
written agreement with respect to the Negotiation Space, the Negotiation Right
shall again apply and the procedure set forth above shall be repeated.

         (e)      During any period that Tenant does not occupy the entire
Premises or that there is an uncured default by Tenant under the Lease, or any
state of facts which with the passage of time or the giving of notice, or both,
would constitute such a default, the Negotiation Right shall not apply and shall
be ineffective and suspended, and Landlord shall not be obligated to give a
Landlord's Notice as to any space which becomes Available during such suspension
period, and Landlord shall not be obligated to negotiate (or enter any
amendment) with Tenant with respect to the Negotiation Space which was the
subject of a pending Landlord's Notice for which an amendment has not been fully
executed, and during such suspension period Landlord shall be free to lease
and/or otherwise grant options or rights to such space on any terms and
conditions whatsoever free and clear of the Negotiation Right. The Negotiation
Right shall terminate upon any of the following: (1) the termination of the
Lease, whether by Landlord upon the occurrence of a default or otherwise; or (2)
the failure of Tenant timely to exercise, give any notices, perform or agree,
within any applicable time period specified above, with respect to any
Negotiation Space which was the subject of any Landlord's Notice.

         (f)      The Negotiation Right is personal to Larscom and may not be
used by, and shall not be transferable or assignable (voluntarily or
involuntarily) to any person or entity.

         Section 12. Amendment of Section 12.2 of Original Lease - Insurance
Policies. Section 12.2 of the Original Lease is hereby amended to add the
following to be the final clause of the second sentence of such Section: ",
provided however, for earthquake coverage required under Section 12.1(iv) above,
the deductible amount shall not exceed five percent (5%) of the replacement cost
of the property required to be insured under

                                       8
<PAGE>

Section 12.1(iv) or if such five percent (5%) deductible is not available at
commercially reasonable rates, then the next lowest deductible amount for
earthquake coverage which is available at commercially reasonable rates".

         Section 13. Amendment of Section 13 of Original Lease - Indemnity.
Section 13 of the Original Lease is hereby amended to delete the word
"contractors" from the definition of Indemnitees.

         Section 14. No Broker. Tenant represents that Tenant has not dealt with
any real estate broker, sales person, or finder in connection with the subject
matter of this Amendment, and no such person is entitled to any commission,
broker's or finder's fee or similar compensation in connection herewith. Tenant
hereby agrees to indemnify, protect, defend and hold Landlord harmless from and
against any and all liabilities, demands and claims for commissions, fees or any
compensation (and costs and expenses in connection therewith, including, without
limitation, attorneys fees and costs of defense) by any person arising out of
any dealing or discussion allegedly had by Tenant with any such person in
connection with the subject matter of this Amendment.

         Section 15. Time of Essence. Without limiting the generality of any
other provision of the Existing Lease, time is of the essence to each and every
term and condition of this Amendment.

         Section 16. Attorneys' Fees. Each party to this Amendment shall bear
its own attorneys' fees and costs incurred in connection with the discussions
preceding, negotiations for and documentation of this Amendment. Notwithstanding
any provision of the Existing Lease to the contrary, in the event any party
brings any suit or other proceeding with respect to the subject matter or
enforcement of this Amendment or the Lease, the prevailing party (as determined
by the court, agency or other authority before which such suit or proceeding is
commenced) shall, in addition to such other relief as may be awarded, be
entitled to recover attorneys' fees, expenses and costs of investigation as
actually incurred, including court costs, expert witness fees, costs and
expenses of investigation, and all attorneys' fees, costs and expenses in any
such suit or proceeding (including in any action or participation in or in
connection with any case or proceeding under the Bankruptcy Code, 11 United
States Code Sections 101 et seq., or any successor statutes, in establishing or
enforcing the right to indemnification, in appellate proceedings, or in
connection with the enforcement or collection of any judgment obtained in any
such suit or proceeding).

         Section 17. Effect of Headings. The titles or headings of the various
parts or sections hereof are intended solely for convenience and are not
intended and shall not be deemed to or in any way be used to modify, explain or
place any construction upon any of the provisions of this Amendment.

         Section 18. Entire Agreement; Amendment. This Amendment taken together
with the Existing Lease, together with all exhibits, schedules, riders and
addenda to each, constitutes the full and complete agreement and understanding
between the parties hereto and shall supersede all prior communications,
representations, understandings or agreements, if any, whether oral or written,
concerning the subject matter contained in this Amendment and the Existing
Lease, as so amended, and no provision of the Lease as so amended may be
modified, amended, waived or discharged, in whole or in part, except by a
written instrument executed by all of the parties hereto.

         Section 19. Authority. Each person executing this Amendment represents
and warrants that he or she is duly authorized and empowered to execute it, and
does so as the act of and on behalf of the party indicated below.

         Section 20. Counterparts. This Amendment may be executed in duplicates
or counterparts, or both, and such duplicates or counterparts together shall
constitute but one original of the Amendment. Each duplicate and counterpart
shall be equally admissible in evidence, and each original shall fully bind each
party who has executed it.

                                       9
<PAGE>

         Section 21. Facsimile Signatures. In order to expedite the transaction
contemplated herein, telecopied signatures may be used in place of original
signatures on this Amendment. Tenant and Landlord intend to be bound by the
signatures on the telecopied document, are aware that the other party will rely
on the telecopied signatures, and hereby waive any defenses to the enforcement
of the terms of this Amendment based on the form of signature.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first set forth above.

TENANT:           LARSCOM INCORPORATED,
                  a Delaware corporation

                           By: ____________________________________________

                                    Print Name: ___________________________

                                    Title: ________________________________
                                    (Chairman of Board, President or Vice
                                    President)

                           By: ____________________________________________

                                    Print Name: ___________________________

                                    Title: ________________________________
                                    (Secretary, Assistant Secretary, CFO or
                                    Assistant Treasurer)

         LANDLORD:         METROPOLITAN LIFE INSURANCE COMPANY,
                           a New York corporation

                           By: ____________________________________________

                                    Print Name: ___________________________

                                    Title: ________________________________

                                       10
<PAGE>

                                    EXHIBIT A

               Outline of the Premises and Second Surrender Space
                  (including Networking Room & Electrical Room)

                               Exhibit A - Page 1

<PAGE>

                                    EXHIBIT B

                              Form of Bill of Sale

                                  BILL OF SALE

         KNOW ALL MEN BY THESE PRESENTS, that LARSCOM INCORPORATED, a Delaware
corporation ("Seller"), for valuable consideration, the receipt and sufficiency
of which consideration is hereby acknowledged, hereby sells, assigns, transfers
and conveys unto METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
("Purchaser"), all of Seller's right, title and interest in and to the tangible
personal property listed on Schedule 1, which is attached hereto and
incorporated herein by this reference, (collectively, the "Personal Property"),
which Personal Property is located in that area known as the "Second Surrender
Space" located in the building at 39745 Eureka Boulevard, Newark, California.
The Second Surrender Space was previously leased by Seller from Purchaser.

         TO HAVE AND TO HOLD all of said Personal Property unto Purchaser, its
successors and assigns, to its own use, transfer and/or disposition forever.

         SELLER WARRANTS AND REPRESENTS to Purchaser and its successors and
assigns that Seller holds good, clear and transferable title to the Personal
Property free and clear of any and all liens, claims and encumbrances. Seller,
for itself and its successors and assigns, hereby covenants and agrees that it
will at any time and from time to time, at the request of Purchaser, promptly
execute and deliver to Purchaser any new or confirmatory instrument and any and
all other and further instruments that Purchaser may reasonably request to vest
or confirm in Purchaser the full right, title and interest in or to any item of
the Personal Property covered by this Bill of Sale or to enable Purchaser to
realize upon or otherwise to enjoy such assets or to carry into effect the
intent and purposes hereof. Seller for itself, its successors and assigns,
further covenants and agrees that it will warrant and defend Seller's title to
the Personal Property so transferred against the just and lawful claims and
demands of all persons whomsoever.

         IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the __
day of __________________, 200_. The individual executing this Bill of Sale
individually warrants that he/she has the authority to execute this Bill of Sale
on behalf of Seller.

                                         LARSCOM INCORPORATED,
                                         a Delaware corporation

                                         By:         _________________________
                                         Name:       _________________________
                                         Title:      _________________________

                               Exhibit B - Page 1
<PAGE>

                          SCHEDULE 1 - TO BILL OF SALE

                       LIST OF TANGIBLE PERSONAL PROPERTY

[to be completed at time of sale]

                               Exhibit B - Page 2