<PAGE>

                                                                   EXHIBIT 10.11

                            LEASE AGREEMENT BETWEEN

                      TIGARD TRIANGLE I, LLC -- LANDLORD

                                      AND

                             ORCAD, INC. -- TENANT


                           DATED:  FEBRUARY 20, 1998
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<S>                                                                      <C>
SECTION 1.  DEMISE AND RENT                                               1
     1.1       Demise..................................................   1
     1.2       Premises................................................   1
     1.3       Commencement and Expiration Dates.......................   2
     1.4       Extension of Lease Term.................................   2
     1.5       Rent....................................................   3
     1.6       Late Charge.............................................   3
     1.7       Confidentiality.........................................   3

SECTION 2.  USE........................................................   3
     2.1       Generally...............................................   3
     2.2       ADA Law Compliance......................................   4
     2.3       Environmental Law Compliance............................   4
     2.4       Indemnity Regarding Legal Violations....................   5

SECTION 3.  TENANT IMPROVEMENTS; TENANT'S ACCEPTANCE
               AND MAINTENANCE OF PREMISES.............................   5
     3.1       Tenant Improvements.....................................   5
     3.2       Alterations.............................................   6
     3.3       Satellite Dishes........................................   6

SECTION 4.  OPERATING EXPENSES AND TAXES...............................   6
     4.1       Operating Expenses......................................   6
     4.2       Exclusions From Operating Expenses......................   7
     4.3       Taxes...................................................   7

SECTION 5.  PAYMENT OF OPERATING EXPENSES..............................   8
     5.1       Operating Year..........................................   8
     5.2       Tenant's Pro Rata Share.................................   8
     5.3       Written Statement of Estimate...........................   8
     5.4       Final Written Statement.................................   9
     5.5       Tenant Examination......................................   9
     5.6       Disputes................................................   9
     5.7       Payment.................................................  10
     5.8       No Reduction in Amount of Base Rent.....................  10

SECTION 6.  SECURITY...................................................  10
     6.1       The Security Deposit....................................  10

SECTION 7.  SUBORDINATION, NOTICE TO SUPERIOR LESSORS AND MORTGAGEES...  11
     7.1       Subordination...........................................  11
     7.2       Notice..................................................  11
     7.3       Attornment..............................................  11

SECTION 8.  QUIET ENJOYMENT............................................  12

SECTION 9.  ASSIGNMENT AND SUBLETTING..................................  12
     9.1       Generally...............................................  12
     9.2       Conditions of Landlord's Consent........................  13

SECTION 10. INSURANCE..................................................  13
     10.1      Waiver of Right of Recovery.............................  13

</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                      <C>
     10.2      Public Liability Insurance..............................  13
     10.3      Acceptable Insurance Companies..........................  14
     10.4      Increase in Coverage....................................  14

SECTION 11. RULES AND REGULATIONS......................................  14

SECTION 12. ALTERATIONS................................................  14
     12.1      Requirements............................................  14
     12.2      Indemnification of Landlord.............................  15

SECTION 13. LANDLORD'S AND TENANT'S PROPERTY...........................  15
     13.1      Landlord's Property.....................................  15
     13.2      Tenant's Property.......................................  15
     13.3      Abandonment.............................................  15

SECTION 14. SERVICES AND UTILITIES.....................................  16
     14.1      Building Maintenance....................................  16
     14.2      Utilities...............................................  16
     14.3      Excess Usage............................................  16
     14.4      Disclaimer..............................................  16
     14.5      Use of Common Areas and Facilities......................  17
     14.6      Parking Facilities......................................  17
     14.7      Signage.................................................  17
     14.8      Mailbox.................................................  18
     14.9      Security................................................  18
     14.10     Basketball Court........................................  18

SECTION 15. ACCESS AND NAME............................................  18

SECTION 16. NOTICE OF OCCURRENCES......................................  19

SECTION 17. NONLIABILITY AND INDEMNIFICATION...........................  19
     17.1      Waiver..................................................  19
     17.2      Indemnification.........................................  19
     17.3      Duty to Defend..........................................  20

SECTION 18. DAMAGE OR DESTRUCTION......................................  20
     18.1      Casualty................................................  20
     18.2      Condemnation............................................  20

SECTION 19. SURRENDER AND HOLDING OVER.................................  21
     19.1      General.................................................  21
     19.2      Surrender...............................................  21
     19.3      Holding Over After Renewal..............................  21
     19.4      Holding Over with Consent...............................  21
     19.5      Holding Over Without Consent............................  21

SECTION 20. EVENTS OF DEFAULT..........................................  22
     20.1      Events of Default.......................................  22
     20.2      Limitation of Tenant Right to Notice....................  23

SECTION 21. REMEDIES UPON DEFAULT......................................  23
     21.1      Remedies................................................  23
     21.2      Cumulative Remedies.....................................  24

</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                      <C>
     21.3      Termination.............................................  24
     21.4      Interest on Damages.....................................  24

SECTION 22. SERVICES IN THE EVENT OF DEFAULT...........................  24

SECTION 23. NO WAIVERS OF PERFORMANCE..................................  24

SECTION 24. CURING DEFAULTS............................................  24
     24.1      Curing Tenant Defaults..................................  24
     24.2      Landlord Defaults.......................................  25

SECTION 25. BROKER.....................................................  25

SECTION 26. NOTICES....................................................  25

SECTION 27. ESTOPPEL CERTIFICATES......................................  26

SECTION 28. MEMORANDUM OF LEASE........................................  26

SECTION 29. APPRAISAL..................................................  26
     29.1      Appraisal of Fair Rental Value..........................  26
     29.2      Allocation of Operating Expenses........................  26
     29.3      Procedure...............................................  27

SECTION 30. ADJUSTMENT OF COMMENCEMENT AND EXPIRATION DATES............  27
     30.1      Commencement Date.......................................  27
     30.2      Delay in Delivery of Premises; Rent Abatement...........  27
     30.3      Tenant Termination Rights...............................  28
     30.4      Expiration Date.........................................  28
     30.5      Early Occupancy.........................................  28

SECTION 31. MISCELLANEOUS..............................................  28
     31.1      Merger..................................................  28
     31.2      Modifications...........................................  28
     31.3      Successors and Assigns..................................  28
     31.4      Nonrecourse Lease.......................................  29
     31.5      Force Majeure...........................................  29
     31.6      Definitions.............................................  29
     31.7      Effect of Expiration....................................  30
     31.8      Excavation..............................................  30
     31.9      Union Contracts.........................................  30
     31.10     Prorations..............................................  30
     31.11     Governing Law...........................................  31
     31.12     Light, Air and View.....................................  31
     31.13     Tenant Representations..................................  31
     31.14     Defined Terms...........................................  31
     31.15     Counterparts............................................  31
     31.16     Costs and Attorney Fees.................................  31
     31.17     Effect of Failure to Consent............................  32

</TABLE>

EXHIBIT A.  Legal Description for Land
EXHIBIT B.  Floor Plan for the Building
EXHIBIT C.  Work Agreement
EXHIBIT D.  Plot Plan, Evaluation, and Rendering of Building

                                      iii
<PAGE>

EXHIBIT E.  Rules and Regulations


                                      iv
<PAGE>

                                LEASE AGREEMENT
                            BASIC LEASE INFORMATION


          The following Basic Lease Information is hereby incorporated into and
made a part of the Lease between Landlord and Tenant to which it is attached.
Each reference in the Lease to any of the Basic Lease Information shall mean the
respective information set forth below, and such information shall be deemed
incorporated as a part of the terms provided under the particular Lease Section
pertaining to such information.  In the event of any conflict between any Basic
Lease Information and the Lease, the Basic Lease Information shall control.

     1.    BUILDING:        Triangle Corporate Park - Building III

     2.    LANDLORD:        Tigard Triangle I, LLC

     3.    LANDLORD'S ADDRESS FOR GIVING OF NOTICES AND PAYMENT OF RENT:

                            c/o Gerding/Edlen Development Company
                            4650 S.W. Macadam, Suite #220
                            Portland, Oregon  97201

     4.    TENANT:          OrCAD, Inc.
                            9300 S.W. Nimbus Avenue
                            Beaverton, OR  97005
                            Attn:  Operations Manager

     5.   PREMISES:  The floor area on three and one-half floors of the Building
          consisting of approximately 71,695 rentable square feet of office
          space located on floors 1, 2 and part of 3 as outlined on the floor
          plan of the Building attached hereto as EXHIBIT B.  (Section 1.2;
          EXHIBIT B).  The Premises shall also include on the lower level
          approximately 7,640 rentable square feet for a fitness center and
          storage space with grade level access.  Actual square footage will be
          adjusted based upon Tenant's final plans and calculated in the manner
          described in Section 1.2.3.

     6.   PARKING ALLOWANCE:  3.68 spaces per 1,000 square feet of the Premises.
          (Section 14.6)

     7.   USE OF PREMISES:  Offices for the following type of business:
          Software and onsite training.  The lower level will be used for
          shipping, receiving and handling of software products.   (Section 2)

     8.   LEASE DOCUMENT ISSUANCE AND REFERENCE DATE:  February 20, 1998.

     9.   CONSTRUCTION DOCUMENT APPROVAL DATE:  Tenant shall deliver the
          Construction Document Package (EXHIBIT C, Section 4.1) to Landlord for
          approval in

1 -- BASIC LEASE INFORMATION
<PAGE>

          accordance with EXHIBIT C.

     10.  COMMENCEMENT DATE:  The Commencement Date shall be either (a) June 1,
          1999, or (b) such earlier or later date as provided in Section 30 of
          the Lease Agreement.  (Section 1.3)

     11.  EXPIRATION DATE:  The later of:  (i) the day prior to the tenth
          anniversary of the actual Commencement Date, or (ii) the Expiration
          Date as extended pursuant to Section 30 of the Lease Agreement.
          (Section 1.3; Section 30)

     12.  RENT:  Tenant's Base Rent shall be as follows:

<TABLE>
<CAPTION>
                                   Years            Base Rent Amount
                                   -----            ----------------
          <S>                                     <C>
          Office              Years 1 through 4   $17.41 per square foot
                              Years 5 through 8   $19.63 per square foot
                              Years 9 through 10  $22.13 per square foot

          Storage Space       Years 1 through 4   $ 9.00 per square foot
          and Fitness         Years 5 through 8   $10.15 per square foot
          Center Shipping     Years 9 through 10  $11.44 per square foot
          Area
</TABLE>

          The Base Rent referred to above is stated on an annual basis.  Base
          Rent shall be payable in equal monthly installments.  The monthly Base
          Rent rate for the initial partial month shall be the same as the rate
          specified for the first full calendar month when Base Rent is payable.
          Tenant has deposited Ninety-eight Thousand, Six Hundred Fifty-six and
          67/100 Dollars ($98,656.67) to be applied against the first full
          month's Rent.  (Section 1.4)

     13.  TENANT'S PERCENTAGE OF OPERATING EXPENSES:  This is a net lease and
          Tenant will be responsible for all operating expenses benefiting the
          Premises and for its share of all interior and exterior common area
          operating expenses except as otherwise described in Sections 4 and 5.
          (Section 5.2)  Tenant's share of operating expenses for the office
          portion of the Premises will be based upon the ratio of Tenant's
          rentable office space, determined in accordance with this Lease, to
          the total rentable square footage of office space in the Building,
          estimated to be 121,000 square feet.  Tenant's share of operating
          expenses for the storage, fitness center and shipping and handling
          portions of the Premises located on the lower level will be based upon
          the ratio of Tenant's rentable space on the lower level, determined in
          accordance with this Lease, to the total rentable square footage in
          the lower level of the Building, estimated to be 10,000 square feet.
          Actual rentable square footage of the Building will be determined by
          the Project Architect based upon final construction drawings, and in
          accordance with Section 1.2.3 of this Lease.

2 -- BASIC LEASE INFORMATION
<PAGE>

     14.  SECURITY DEPOSIT:  110% of the first full month's Base Rent.  (Section
          6)

     15.  BROKERS:  Tenant is represented by Hume Myers Tenant Counsel, L.L.C.
          (Section 25)

LANDLORD                               TENANT

TIGARD TRIANGLE I, LLC                 ORCAD, INC.

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

3 -- BASIC LEASE INFORMATION
<PAGE>

                                LEASE AGREEMENT

                              TERMS AND CONDITIONS


SECTION 1.  DEMISE AND RENT:

     1.1  DEMISE:  Landlord leases to Tenant, and Tenant leases from Landlord,
upon and subject to the terms, covenants, provisions and conditions of this
Lease Agreement (the "Lease"), the premises described in Section 1.2 in the
building (the "Building") located on the land described on EXHIBIT A attached
hereto and incorporated herein (the "Land"), and the nonexclusive right to use
all common areas of the Building and the Land. A preliminary plot plan and
building elevation are attached as Exhibit D.

     1.2  PREMISES:  The premises (the "Premises") leased to Tenant are
described in the Basic Lease Information, and are outlined on the floor plan(s)
for the Building attached hereto as EXHIBIT B and incorporated herein by this
reference. Tenant shall have the right to increase or decrease the Premises as
follows:

          1.2.1  Expansion Space:  Landlord shall provide Tenant with a right of
first opportunity (the "Expansion Right") to lease up to an additional 20,000
rentable square feet of any unleased space in the Building (the "Expansion
Space") under the same terms and conditions, including Base Rental rates,
Additional Rental, and Tenant Improvement allowance per foot as this Lease.  The
term of the lease for the Expansion Space shall coincide with the remaining term
of this Lease.

               1.2.1.1  Tenant's Expansion Right shall be exercised, if at all,
     by Tenant giving notice to Landlord in the manner set forth in this
     section.  Starting 90 days after the date of this Lease and continuing
     until the 90th day after the Commencement Date, Tenant shall arrange a
     quarterly meeting with Landlord to exercise some or all of Tenant's unused
     Expansion Right regarding available space within the Building.  Thereafter,
     so long as Tenant has not exercised its entire Expansion Right, Landlord
     shall advise Tenant as Expansion Space becomes available in the Building,
     and Tenant shall have thirty (30) days from the date of such notice to
     exercise its Expansion Right as to such space.  Available space will be
     limited to that which is not subject to a lease, letter of intent or other
     written commitment to lease by Landlord.  Exercise of the Expansion Right
     shall be effective upon receipt of a written notice from Tenant and the
     execution of an amendment to this Lease incorporating the Expansion Space
     in the Premises.  From the date of this Lease until Landlord shall have
     received a notice of exercise from Tenant in accordance with this section,
     Landlord will have the right to lease any available space in the Building
     to other tenants.

               1.2.1.2  The Commencement Date for payment of Rent regarding the
     Expansion Space which has previously been occupied by a tenant shall be the
     earlier of:  i) the date Tenant occupies such Expansion Space; or ii) sixty
     days after the later of the date Tenant exercises its Expansion Right
     regarding such space or the date such space is vacant.  The Commencement
     Date for payment of Rent regarding Expansion Space which has not been
     previously occupied by another tenant shall be the date Tenant's tenant
     improvements in such space are substantially complete and ready for
     occupancy, determined in the manner described in Section 30.1.2 of this
     Lease, and subject to adjustment for Tenant Caused Delays as defined in
     Exhibit C.  For purposes of this Section, Tenant will have no more than

1 -- LEASE AGREEMENT
<PAGE>

     45 days from the date Tenant exercises its Expansion Right as to such space
     to complete space planning and preparation of a construction document
     package suitable for permits and construction, and any additional time for
     preparation of construction documents will be a Tenant Caused Delay.

               1.2.1.3  If Tenant desires to exercise the Expansion Right after
     it has been leased to and vacated by another tenant, Landlord shall provide
     Tenant with a Tenant Improvement allowance for such space equal to $1.00
     per square foot per year remaining in the initial lease term for the
     Expansion Space.

               1.2.1.4  Landlord agrees to use its reasonable commercial efforts
     to lease up to 20,000 square feet of the Expansion Space to other tenants
     for periods ranging from three (3) to five (5) years, but Landlord will not
     be required to displace any tenants to make the Expansion Space available
     to Tenant.

          1.2.2  Reduction of Premises:  Tenant shall have the right on a single
occasion to reduce the square footage of the Premises by up to 15,000 rentable
square feet.  Any such reduction shall be on the first floor or the third floor
of the Building, and any space not leased by Tenant shall be contiguous and
leasable to other tenants.  Tenant shall exercise its right to reduce the square
footage of the Premises by providing Landlord with prior written notice at least
thirty (30) days prior to the commencement of construction of the Building, but
not before the later of April 1, 1998 or thirty (30) days before commencement of
construction.  If Tenant reduces the square footage of the Premises in
accordance with this Section, the 20,000 square feet of Expansion Space shall be
reduced pro rata based on the percentage of the 15,000 square foot reduction
area utilized by Tenant.  For example, if Tenant reduces the Premises by 5,000
square feet under this Section, the available expansion space will be reduced by
one-third to 13,333 square feet.

          1.2.3  Calculation of Rentable Square Footage.  The final
determination of rentable square footage of the initial Premises will be made
based upon Tenant's final plans as follows:  Tenant's architect, Group
Mackenzie, will certify that Tenant's usable square footage is a certain number
of square feet per floor (measured on single tenant floors on a glass line to
glass line basis, less vertical penetrations and on multi-tenant floors using
the BOMA standard for multi-tenant space).  The rentable square footage will
then be determined as follows:  (i) for single-tenant floors, 1.08 x (times) the
usable square footage figure and (ii) for multi-tenant floors, which shall
include the first floor, 1.15 x (times) the usable square footage figure.
Furthermore, Landlord covenants and agrees that in the event Tenant occupies the
entire Building, Tenant's rentable square footage will not exceed the gross
square footage of the Building and at no time, regardless of the extent of
Tenant's occupancy, will the total rentable square footage of the Building
exceed the total gross square footage of the Building.  The calculation of
rentable square footage on the lower level shall be based upon a load factor for
lower level common areas only, estimated to be a load factor 1.157 x (times) the
usable square footage on the lower level.

     1.3  COMMENCEMENT AND EXPIRATION DATES:  The term of this Lease (herein
called "Lease Term") shall be for the period specified in the Basic Lease
Information, subject to adjustment as provided in Section 30 (or until sooner
terminated as herein provided). Landlord and Tenant agree to execute a
memorandum confirming when the actual Commencement Date occurred if the same is
adjusted pursuant to the terms of Section 30, and such memorandum shall be
considered a part of this Lease.

     1.4  EXTENSION OF LEASE TERM:  Tenant shall have the option to extend the
Lease Term for two (2) consecutive five (5) year renewal terms at the fair
market Base Rent at the time each

2 -- LEASE AGREEMENT
<PAGE>

such renewal period commences. In no event shall the Base Rental rate for a
renewal of the Lease Term be less than the Base Rental rate paid by Tenant in
the year preceding such renewal, and Additional Rent shall continue to be paid
in accordance with the terms of this Lease. Before any renewal, Tenant shall
provide Landlord with fifteen (15) months' prior written notice of Tenant's
intent to renew the Lease Term. Within thirty (30) days after Tenant provides
Landlord with Tenant's notice of intent to renew the Lease Term, Landlord shall
provide written notice to Tenant of the proposed Base Rental rate and other
monetary terms for the extension term, together with any other changes to this
Lease required by applicable law for the renewal term. Tenant and Landlord shall
have thirty (30) days thereafter to negotiate an acceptable Base Rental rate for
the extension of the Lease Term. In the event that Landlord and Tenant are
unable to reach an agreement within the specified time frame, either party shall
have the option to establish the Base Rental rate by appraisal in accordance
with Section 29.

     1.5  RENT:  The rent shall be and consist of a Base Rent (herein called
"Base Rent") and Additional Rent (herein called "Additional Rent"). For purposes
of this Lease Agreement, Base Rent and Additional Rent are referred to
collectively as "Rent." Base Rent shall be the amount indicated in the Basic
Lease Information. Base Rent shall be payable in equal monthly installments in
advance on the first day of each and every calendar month during the term of
this Lease (except to the extent otherwise specifically provided elsewhere in
this Lease and except that Tenant shall pay, upon the execution and delivery of
this Lease by Tenant, the sum indicated in the Basic Lease Information, to be
applied against the first installment(s) of Base Rent becoming due under this
Lease). Additional Rent shall consist of all other sums of money as shall become
due from and payable by Tenant to Landlord under this Lease. All Rent shall be
paid in lawful money of the United States of America to Landlord at its office
or such other place, as Landlord shall designate by notice to Tenant. Tenant
shall pay the Base Rent and Additional Rent promptly when due without notice or
demand and without any abatement, deduction or offset for any reason whatsoever,
except as expressly provided in this Lease. If the Commencement Date occurs on a
day other than the first day of a calendar month, the Base Rent for that partial
calendar month shall be prorated on a daily basis.

     1.6  LATE CHARGE:  Tenant recognizes that late payment of any Rent from
Tenant to Landlord will result in administrative expense to Landlord, the extent
of which additional expense is extremely difficult and economically impractical
to ascertain. Tenant therefore agrees that if Rent from Tenant to Landlord
remains unpaid ten (10) days after said amount is due, the amount of such unpaid
Rent or other payments shall be increased by a late charge to be paid to
Landlord by Tenant in an amount equal to five percent (5%) of the amount of the
delinquent Rent or other payment. Tenant agrees that such amount is a reasonable
estimate of the loss and expense to be suffered by Landlord as a result of such
late payment by Tenant and may be charged by Landlord to defray such loss and
expense. The provisions of this Section in no way relieve Tenant of the
obligation to pay Rent or other payments on or before the date on which they are
due, nor do the terms of this Section in any way affect Landlord's remedies
pursuant to Section 21 of this Lease in the event Rent is past due.

     1.7  CONFIDENTIALITY:  Tenant shall keep the Rent and other terms of this
Lease confidential from all third parties except to the extent disclosure is
reasonably necessary in the conduct of Tenant's business. Notwithstanding the
foregoing, Landlord consents to disclosure of the provisions of this Lease
relating to the Commencement Date to Tenant's existing Landlord.

SECTION 2.  USE:

     2.1  GENERALLY:  Tenant shall use and occupy the Premises continuously
during the term

3 -- LEASE AGREEMENT
<PAGE>

of this Lease for the use specified in the Basic Lease Information and for no
other purpose without the written consent of Landlord, which consent shall not
be unreasonably withheld, conditioned or delayed. If any governmental license or
permit, other than a Certificate of Occupancy, shall be required for the proper
and lawful conduct of Tenant's business in the Premises or any part thereof,
Tenant, at its expense, shall duly procure and thereafter maintain such license
or permit and submit the same to Landlord for inspection. Tenant shall at all
times comply with the terms and conditions of each such license or permit.
Tenant shall not do or permit anything to be done in or about the Premises which
is reasonably likely to obstruct or interfere with the rights of other tenants
or occupants of the Building or injure or annoy them, nor use or allow the
Premises to be used for any unlawful or reasonably objectionable purpose for a
Class A office building in the Kruse Way area, nor shall Tenant cause or
maintain or permit any nuisance in, on, or about the Premises. Tenant shall not
commit or allow the commission of any waste in, on, or about the Premises.
Tenant shall not use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute, ordinance, or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated. Tenant shall use reasonable care not to do or permit anything to
be done on or about the Premises or bring or keep anything therein which Tenant
knows or should have known (by written notice from Landlord or otherwise) will
in any way increase the rate of any insurance upon the Building in which the
Premises are situated or any of its contents (unless Tenant shall reimburse
Landlord for the entire additional insurance premium resulting from such action)
or cause a cancellation of said insurance or otherwise affect said insurance in
any manner. Tenant shall, at its sole cost and expense, promptly comply with all
laws, statutes, ordinances, and governmental rules, regulations, or requirements
now in force or which may hereafter be in force ("Legal Requirements"), except
as such responsibility is otherwise allocated to Landlord as provided elsewhere
in this Lease, and with the requirements of any board of fire underwriters or
other similar body now or hereafter constituted relating to or affecting the
condition, use, or occupancy of the Premises, excluding structural changes not
related to or affected by: (i) alterations or improvements made by or for
Tenant; or (ii) Tenant's acts. Tenant shall use its reasonable best efforts to
prevent any violation of applicable Legal Requirements by its partners,
directors, officers, agents and employees.

     2.2  ADA LAW COMPLIANCE:  Landlord and Tenant acknowledge that the
provisions of the Americans with Disabilities Act (the "ADA") allow allocation
of responsibility for compliance with the terms and conditions of the ADA in the
Lease. Landlord and Tenant agree that the responsibility for compliance with the
ADA shall be allocated as set forth in this Section. Tenant shall be responsible
for compliance with the applicable provisions of the ADA with respect to all
improvements within the Premises except that Landlord represents that any
improvements designed by Landlord's office planner and installed by Landlord
pursuant to Exhibit C will conform to the ADA requirements imposed by the local
governmental authorities in connection with the issuance of building permits and
inspection of the Premises to verify compliance with the approved plans and
specifications. Landlord shall be responsible for compliance with the provisions
of Title III of the ADA with respect to the exterior of the Building and the
Land including parking areas, sidewalks and walkways, and the like, together
with all common areas of the Building. Neither Landlord nor Tenant shall be
obligated to supervise, monitor, or otherwise review the compliance activities
of the other. Tenant acknowledges that the expense of Landlord's fulfillment of
its ADA obligations is an element of Operating Expenses as such term is defined
in the Lease. Any such ADA expense for capital improvements shall be amortized
over the useful life of the same for purposes of Operating Expenses in the same
manner as provided in the Lease for capital improvements intended to reduce
Operating Expenses. References in this Lease to Legal Requirements shall be
deemed to refer to the ADA among other laws.

     2.3  ENVIRONMENTAL LAW COMPLIANCE:  For purposes of this Section the term

4 -- LEASE AGREEMENT
<PAGE>

"Hazardous Substances" shall mean and include all hazardous and toxic
substances, waste or materials, any pollutant or contaminant, including, without
limitation, PCBs, asbestos, asbestos-containing material, and raw materials that
are included under or regulated by any Environmental Laws. For purposes of this
Lease the term "Environmental Laws" shall mean and include all federal, state
and local statutes, ordinances, regulations and rules presently in force or
hereafter enacted relating to environmental quality, contamination, and clean-up
of Hazardous Substances. References in this Lease to Legal Requirements shall be
deemed to refer to Environmental Laws among other laws. Landlord represents that
to the best of its current actual knowledge, the Building and the Land are in
compliance with all Environmental Laws respecting Hazardous Substances, and that
Landlord has received no notice of any pending or threatened lien, action or
proceeding respecting any alleged violation of Environmental Laws respecting
Hazardous Substances that has occurred on or near the Land or in or about the
Building. Tenant acknowledges that the expense of compliance with Environmental
Laws is an element of Operating Expenses except to the extent that any such
expense resulted from the fault of Landlord. Landlord shall use reasonable
efforts to recover any expense of compliance with Environmental Laws from any
third party who is liable for the same and credit any such recovery against
Operating Expenses.

     2.4  INDEMNITY REGARDING LEGAL VIOLATIONS:  Tenant shall indemnify and hold
harmless Landlord and its members, partners, directors, officers, agents and
employees from and against any and all claims arising from Tenant's breach of
its representations, warranties and covenants under this Lease which require
compliance with Legal Requirements including but not limited to the ADA or
Environmental Laws; together with all costs, expenses and liabilities incurred
or in connection with each such claim, action, proceeding or appeal, including,
without limitation, all attorney fees and expenses. Landlord shall indemnify and
hold harmless Tenant and its partners, directors, officers, agents and employees
from and against any and all claims arising from Landlord's breach of its
representations, warranties and covenants under this Lease which require
compliance with Legal Requirements including but not limited to the ADA or
Environmental Laws; together with all costs, expenses and liabilities incurred
or in connection with each such claim, action, proceeding or appeal, including,
without limitation, all attorney fees and expenses.

5 -- LEASE AGREEMENT
<PAGE>

SECTION 3.  TENANT IMPROVEMENTS; TENANT'S ACCEPTANCE AND MAINTENANCE OF
            PREMISES:

     3.1  TENANT IMPROVEMENTS:  Landlord and Tenant agree that the Premises will
be improved for tenant use in accordance with the provisions of EXHIBIT C
attached hereto and incorporated herein. By taking possession of the Premises,
Tenant accepts the Premises as being in compliance with the provisions of
EXHIBIT C and otherwise in good order, condition and repair, except for all
matters addressed on punchlists created by Tenant prior to occupancy, or, as to
latent defects not reasonably discoverable by Tenant prior to occupancy and
within thirty (30) days after occupancy (except that all matters identified in
the second punchlist shall pertain only to incorrect, missing or defective items
but not any defects or wear and tear that was not identified on the earlier
punchlist and could be attributed to the moving process or the use of the
Premises by Tenant). Landlord's obligations to maintain the Building are as set
forth in Section 14.1 hereof. Tenant shall, at all times during the term hereof
at Tenant's sole cost and expense, keep the following items in the Premises in
good order, condition and repair: (i) floor coverings, (ii) wall coverings,
(iii) paint, (iv) casework, (v) ceiling tiles, (vi) all of Tenant's Property (as
defined in Section 13.2 herein); and (vii) any and all Non-Building-Standard
Tenant Improvements (defined in EXHIBIT C). Landlord shall have no obligation to
alter, remove, improve, repair, decorate, or paint the Premises or any part
thereof except as specified in EXHIBIT C, or as set forth in Section 14.1. No
representations respecting the condition of the Premises or the Building have
been made by Landlord to Tenant, except as herein set forth. Assuming that the
Tenant Improvement plans are completed and submitted at the same time that the
Building construction documents are prepared and ready for permitting and
construction bidding, Tenant shall have the benefit of competitive bidding for
the Tenant Improvements at the same time that Landlord bids the site and
building construction. Landlord will not charge its fees for supervision of
Tenant's initial work in the Premises. Landlord shall provide Tenant with a
detailed cost breakdown of all estimated hard and soft costs related to
construction, permitting and design of the Tenant Improvements prior to the
commencement of construction of such Tenant Improvements.

     3.2  ALTERATIONS:  Tenant shall have the right to make alterations to the
Premises with Landlord's prior written approval, which shall not be unreasonably
withheld, conditioned or delayed. Tenant shall use Landlord's contractor for all
mechanical, electrical and plumbing alterations and the initial Tenant
Improvements, except as otherwise provided in Exhibit C. Tenant shall provide
Landlord with as-built plans for any and all alterations within thirty (30) days
following their completion.

     3.3  SATELLITE DISHES:  Tenant shall have the right to install up to two
(2) satellite dishes on the roof of the Building in locations to be mutually
agreed upon by Landlord and Tenant. The parties intend that the location of the
satellite dishes shall be such that they may not be viewed from the ground.
Tenant shall be responsible for the installation, maintenance, and removal, as
well as any and all related repairs or improvements, required to accommodate the
installation, operation, and/or removal of the satellite dishes.

SECTION 4.  OPERATING EXPENSES AND TAXES:

     4.1  OPERATING EXPENSES:  For the purposes of this Lease, the term
"Operating Expenses" shall mean all expenses paid or incurred by Landlord (or on
Landlord's behalf) as reasonably determined by Landlord to be necessary or
appropriate for the efficient operation, maintenance and repair of the Land
and/or Building, including the common areas of the Building, including without
limitation: (i) salaries, wages, medical, surgical, union and general welfare
benefits (including, without limitation, group life insurance) and pension
payments of employees of

6 -- LEASE AGREEMENT
<PAGE>

Landlord engaged in the repair, operation and maintenance of the Land and/or
Building; (ii) payroll taxes, workers' compensation insurance, uniforms and
related expenses for employees; (iii) except for separately metered charges paid
for by Tenant, the cost of all charges for gas, steam, electricity, heat,
ventilation, air-conditioning, water and other utilities furnished to the
Building, together with any taxes on such utilities; (iv) the cost of painting
of public areas; (v) the cost of all charges of insurance reasonably necessary
and at competitive rates available to Landlord, including but not limited to all
risk property insurance with rent loss coverage, liability and fidelity
insurance, with regard to the Land and/or Building and the maintenance and/or
operation thereof; (vi) the cost or rental cost of all supplies, including
without limitation, cleaning supplies, light bulbs, tubes and ballasts,
materials and equipment, and sales and other taxes thereon; (vii) the cost of
hand tools and other movable equipment used in the repair, maintenance or
operation of the Building amortized over the useful life of such hand tools and
movable equipment (as reasonably estimated by Landlord); (viii) the cost of all
charges for window and other cleaning and janitorial and security services; (ix)
charges of independent contractors performing repairs or services to the Land
and/or Building; (x) non-capital repairs; (xi) remodeling of the public and
common areas of the Building including, without limitation, repainting,
replacement and repair of furnishings, fixtures, accessories, carpeting or other
floor covering, wall and window coverings in the public and common areas, the
cost of which shall be amortized (with interest at the prime rate of interest
publicly announced by Key Bank as its prime rate of interest, plus 2% per annum
("Prime Plus 2%"), on the unamortized balance) over the useful life of the
improvements as reasonably estimated by Landlord; (xii) alterations and
improvements to the Building made by reason of the laws and requirements of any
public authorities or the requirements of insurance bodies; (xiii) management
fees paid to a third party, or, if no managing agent is employed by Landlord,
Landlord shall be entitled to charge a management fee which is not in excess of
four percent (4%) of gross revenue, and such fee shall be included in the
Operating Expenses; (xiv) the cost of any capital improvements or repairs to the
Building and/or of any machinery or equipment installed in the Building
amortized (with interest at Prime Plus 2% on the unamortized balance) over the
useful life of the improvement, machinery and/or equipment as reasonably
estimated by Landlord, which is made or becomes operational, as the case may be,
after the completion of the construction of the Building and which have a
reasonable probability of reducing the expenses which otherwise would be
included in Operating Expenses; (xv) reasonable legal, accounting and other
professional fees incurred in connection with operation, maintenance and
management of the Land and/or Building; (xvi) the cost of providing elevator
service; (xvii) the cost of landscape and parking area maintenance and repair;
(xviii) the common area charges to which the Building is subject; (xix) Taxes as
defined in Section 4.3; and (xx) all other charges properly allocable to the
operation, repair and maintenance of the Building in accordance with generally
accepted accounting principles.

     4.2  EXCLUSIONS FROM OPERATING EXPENSES:  Operating Expenses shall not
include: (i) depreciation or amortization (except as provided above in Section
4.1); (ii) interest on and amortization of debts (except as provided above in
Section 4.1) or ground lease rent; (iii) leasehold improvements made for new
tenants of the Building; (iv) leasing commissions, attorney fees, costs and
disbursements and other expenses (including advertising) incurred in connection
with leasing, renovating, or improving space for tenants or other occupants or
prospective tenants or occupants of the Building; (v) refinancing costs; (vi)
the cost of any work or services performed for any occupants of any leased space
in the Building (including Tenant), whether at the expense of Landlord or such
occupants, to the extent that such work or services is in excess of the work or
services which Landlord, at its expense, is required to furnish to Tenant under
this Lease; (vii) damages recoverable by any occupant due to violation by
Landlord of any of the terms and conditions of this Lease or any other lease
relating to the Building; (viii) repairs occasioned by fire, windstorm or other
casualty, to the extent such repairs are paid for by insurance proceeds (which

7 -- LEASE AGREEMENT
<PAGE>

proceeds Landlord agrees to pursue with commercially reasonable diligent); (ix)
capital repairs and replacements (except as provided above in Section 4.1); (x)
separately metered or monitored electrical or HVAC expenses paid for by Tenant
or provided for the exclusive benefit of other tenants; (xi) overhead and profit
increment paid to Landlord or to an affiliate or subsidiary for goods and/or
services in the Building, to the extent the same exceeds the costs of such goods
and/or services rendered by unaffiliated third parties on a competitive basis;
(xii) costs arising from the presence prior to the Commencement Date of
hazardous substances in the ground water or soil; (xiii) costs arising from
Landlord's charitable or political contributions; (xiv) costs for sculpture,
paintings or other art if the same are removed from the Building during the
lease term; and (xv) costs, including attorney fees arising from claims,
disputes or potential disputes with other tenants or any lender holding security
in the Building.

     4.3  TAXES:  The term "Taxes" shall include (i) all real property taxes and
assessments and personal property taxes, charges, rates, duties and assessments
rated, levied or imposed by any governmental authority with respect to the Land,
the Building and any improvements, fixtures and equipment located therein or
thereon, and with respect to all other property of Landlord, real or personal,
located in or on the Land or the Building and used in connection with the
operation of the Building; (ii) any tax in lieu of a real property tax; (iii)
any tax or excise levied or assessed by any governmental authority on the
rentals payable under this Lease or rentals accruing from the use of the Land or
the Building; provided that this shall not include federal or state, corporate
or personal income taxes; and (iv) any tax or excise imposed or assessed against
Landlord which is measured or based in whole or in part on the capital employed
by Landlord to improve the Land and construct the Building. If Landlord receives
a refund of Taxes then Landlord shall credit such refund, net of any
professional fees and costs incurred by Landlord to obtain the same, against the
Taxes for the Operating Year to which the refund is applicable or the current
Operating Year, at Landlord's option. Taxes will be allocated solely to the
office space in the Building unless Landlord can establish with reasonable
certainty that the tax assessment includes an assessment specifically for space
on the lower level, in which case such portion will be allocated to lower level
tenants.

SECTION 5.  PAYMENT OF OPERATING EXPENSES:

     5.1  OPERATING YEAR:  As used in this Section 5, the term "Operating Year"
shall mean each calendar year of the Lease Term, including extensions, and in
the event this Lease begins or ends on any date other than the first day of the
calendar year, the calculations, costs and payments referred to herein shall be
prorated as provided in Section 31.11.

     5.2  TENANT'S PRO RATA SHARE:  Throughout the entire Lease Term, Tenant
shall pay, as Additional Rent, its pro rata share of the Operating Expenses of
the Building. Tenant's pro rata share of the Operating Expenses of the Building
for each Operating Year shall be calculated as follows: the actual Operating
Expenses for each Operating Year shall be multiplied by Tenant's percentage (as
specified in the Basic Lease Information, and as adjusted as provided herein).
If in any Operating Year Tenant occupies the Premises for less than the full
Operating Year, then the product from the foregoing multiplication shall be
multiplied by the percentage of the Operating Year in which Tenant occupied the
Premises. Tenant's percentage (as specified in the Basic Lease Information, and
adjusted as provided herein) shall be changed from time to time to reflect any
change in the total rentable square footage in the Building including, without
limitation, any change resulting from conversion of any floor of the Building
from multi-tenant use to single-tenant use or vice versa; provided, however,
that Landlord agrees that in the event Tenant occupies the entire Building,
Tenant's rentable square feet will not exceed the gross square feet of the
Building. Additionally, Landlord warrants that the total rentable office and
storage square footage of the Building will not exceed the gross square footage
of the Building. All calculations of rentable area

8 -- LEASE AGREEMENT
<PAGE>

shall be on the basis as originally used to determine the rentable area shown in
the Basic Lease Information. During the periods when the Building is less than
95% occupied, Landlord shall adjust Operating Expenses to reflect the costs that
would have been incurred had the Building been 95% occupied for the entire
period and the Building had been fully assessed for property tax purposes. If
during any Operating Year the tenant of any space in the Building performs work
or services therein pursuant to a written agreement between Landlord and such
tenant in lieu of having Landlord perform the same and the cost thereof would
have been included in Landlord's Operating Expenses, then in any such event(s),
at Landlord's option, the Operating Expenses for such Operating Year shall be
adjusted to reflect the Operating Expenses that would have been incurred if
Landlord had performed such work or services, as the case may be, at normal
market cost for such work or services.

     5.3  WRITTEN STATEMENT OF ESTIMATE:  Prior to the commencement of each
Operating Year during the Lease Term, Landlord shall furnish Tenant with a
written statement setting forth Tenant's pro rata share of the estimated
increase in Operating Expenses for the next Operating Year. Tenant shall pay to
Landlord as Additional Rent commencing on January 1 of the Operating Year, and
thereafter on the first day of each calendar month, an amount equal to one-
twelfth of the amount of Tenant's pro rata share as shown in Landlord's written
statement. In the event Landlord delivers the written statement late, Tenant
shall continue to pay to Landlord an amount equal to one-twelfth of Tenant's pro
rata share of the estimated Operating Expenses for the immediately preceding
Operating Year until Landlord does furnish the written statement, at which time
Tenant shall pay the amount of any excess of Tenant's pro rata share for the
expired portion of the current Operating Year over Tenant's actual payments
during such time and any excess payments by Tenant shall be credited to the next
due payment of Rent from Tenant. The late delivery of any written statement by
Landlord shall not constitute a waiver of Tenant's obligation to pay its pro
rata share of Operating Expenses nor subject Landlord to any liability, but
Landlord shall use reasonable best efforts to deliver such written statements of
estimated increase in Operating Expenses as soon as possible after the
commencement of each Operating Year.

     5.4  FINAL WRITTEN STATEMENT:  Within 120 days after the close of each
Operating Year during the Lease Term, Landlord shall deliver to Tenant a written
statement (the "Operating Statement") setting forth Tenant's actual pro rata
share of the Operating Expenses for the preceding Operating Year. In the event
Tenant's pro rata share of the actual Operating Expenses is in excess of
Tenant's pro rata estimated Operating Expenses, Tenant shall pay the amount of
such excess to Landlord as Additional Rent within thirty (30) days after receipt
of such statement by Tenant. In the event Tenant's pro rata share of the actual
Operating Expenses is less than Tenant's pro rata share of the estimated
Operating Expenses actually paid by Tenant then the amount of the excess
overpayment shall be paid by Landlord to Tenant within thirty (30) days
following the date of such statement or Landlord may elect to apply the
overpayment to Tenant's next Rent payment, reimbursing only the excess over such
next payment, if any. The late delivery of any written statement by Landlord
shall not constitute a waiver of Tenant's obligation to pay its pro rata share
of Operating Expenses, but Landlord shall use reasonable best efforts to deliver
such written statements as soon as possible after the close of each Operating
Year.

     5.5  TENANT EXAMINATION:  The Operating Statement referred to herein need
not be audited but shall contain sufficient detail to enable Tenant to verify
the calculation of the total amount of Operating Expenses and Tenant's pro rata
share. In addition, Tenant, upon at least five (5) days advance written notice
to Landlord and during business hours, may examine at Tenant's cost any
invoices, receipts, canceled checks, vouchers or other instruments used to
support the figures shown on the Operating Statement, provided however, that
Tenant shall only be entitled to such an examination once in each Operating
Year. Tenant will be permitted such additional

9 -- LEASE AGREEMENT
<PAGE>

examinations as Tenant may reasonably require, but Tenant shall reimburse
Landlord for Landlord's reasonable actual costs incident to such further
examination, unless the examination results in a reduction of 8% or more of
Tenant's current share of variable Operating Expenses.

     5.6  DISPUTES:  Each such Operating Statement given by Landlord pursuant to
this Section shall be conclusive and binding upon Tenant unless within ninety
(90) days after the receipt of such Operating Statement Tenant shall notify
Landlord that it disputes the correctness of the Operating Statement, specifying
the particular respects in which the Operating Statement is claimed to be
incorrect. If such disputes shall not have been settled by agreement, either
party, within ninety (90) days after receipt of such Statement, may pursue a
determination in accordance with Section 29 of this Lease, but Tenant hereby
agrees that a dispute over the Operating Statement or any error by Landlord in
interpreting or applying Section 4 or in calculating the amounts in the
Operating Statement shall not be a breach of this Lease by Landlord, and even if
any legal proceeding over the Operating Statement is resolved against Landlord
this Lease shall remain in full force and effect and Landlord shall not be
liable for any consequential damages, and pending the determination of such
dispute, Tenant, within ten (10) days of receipt of such Operating Statement,
shall pay Additional Rent in accordance with the Operating Statement, without
prejudice to Tenant's position. If the dispute shall be determined in Tenant's
favor, Landlord shall, within ten (10) days of such determination, pay to Tenant
the amount of Tenant's overpayment of rents resulting from compliance with the
Operating Statement if the determination shows that Landlord overcharged Tenant
in the Operating Statement by an amount equal to 8% or more of the variable
Operating Expenses, Landlord shall also pay to Tenant Tenant's reasonable actual
out-of-pocket costs and expenses relating to this dispute within ten (10) days
of receipt from Tenant of an invoice for same.

     5.7  PAYMENT:  If an Operating Year ends after the expiration or
termination of this Lease, any Additional Rent payable under this Section shall
be paid by Tenant within ten (10) days of its receipt of the Operating Statement
for such Operating Year.

     5.8  NO REDUCTION IN AMOUNT OF BASE RENT:  Nothing in the Lease shall be
construed to mean the Base Rent amount specified in the Basic Lease Information
shall be reduced due to any decrease in Operating Expenses, it being intended
that the amount of the Base Rent remain fixed throughout the Lease Term.

SECTION 6.  SECURITY DEPOSIT:

     6.1  THE SECURITY DEPOSIT:  Prior to the commencement of construction of
the Building, Landlord shall provide Tenant with notice of its intent to proceed
with the commencement of construction. Within 5 days of such notice, Tenant
shall provide Landlord with a security deposit equal to 110% of the first full
months' Base Rent (the "Security Deposit"). Failure to promptly pay such
Security Deposit shall be considered a default under this Lease. Landlord will
hold the Security Deposit in a separate account identified as Tenant's Security
Deposit, with interest payable to Landlord. If Tenant defaults in the full and
prompt payment and performance of any of Tenant's covenants and obligations
under this Lease, including, but not limited to, the payment of Base Rent and
Additional Rent, Landlord may use, apply or retain the whole or any part of the
Security Deposit so deposited to the extent required for the payment of any Base
Rent and Additional Rent or any other sums as to which Tenant is in default or
for any such sums which Landlord may expend or may be required to expend by
reason of Tenant's default in respect of any of the terms, covenants and
conditions of this Lease, including, but not limited to, any damages or
deficiency in the reletting of the Premises, whether such damages or deficiency
accrue before or after summary proceedings or other re-entry by Landlord. In the
event of any transfer of Landlord's interest in the Building, Landlord shall
transfer the remaining Security Deposit, if any, to such transferee.

10 -- LEASE AGREEMENT
<PAGE>

     6.2  DISPOSITION OF SECURITY DEPOSIT:

          6.2.1  REPLENISHMENT OF SECURITY DEPOSIT: If Landlord shall so use,
apply or retain the whole or any part of the security, Tenant shall upon demand
immediately deposit with Landlord a sum equal to the amount so used, applied or
retained, as continuing security.  If Tenant shall fully and faithfully comply
with all of Tenant's covenants and obligations under this Lease, the security or
any balance thereof shall be returned or paid over to Tenant after the date on
which this Lease shall expire or sooner terminate.  In the event of any sale of
Landlord's interest in the Building or any leasing of the Building, whether or
not in connection with a sale or leasing of the Land, Landlord shall have the
right to transfer the security to the vendee or lessee, as the new landlord, and
Landlord shall thereupon be released by Tenant from all liability for the return
or payment thereof; and Tenant shall look solely to the new landlord for the
return or payment of the same; and the provisions hereof shall apply to every
transfer or assignment made of the same to a new landlord.  Tenant shall not
assign or encumber or attempt to assign or encumber the monies deposited herein
as security for any purpose and neither Landlord nor its successors or assigns
shall be bound by any such assignment, encumbrance, attempted assignment or
attempted encumbrance.

          6.2.2  RETURN OF SECURITY DEPOSIT:  Thirty-six months after the
Commencement Date, if Tenant is not in default under the terms and conditions of
this Lease and if Tenant's financial condition has not deteriorated (when
comparing Tenant's June 30, 1997 financial statements with Tenant's then-current
financial statements), Landlord shall refund in full the Security Deposit.

SECTION 7.  SUBORDINATION, NOTICE TO SUPERIOR LESSORS AND MORTGAGEES

     7.1  SUBORDINATION:  Any lease to which this Lease is, at the time referred
to, subject and subordinate is herein called "Superior Lease" and the lessor of
a Superior Lease or its successor in interest, at the time referred to, is
herein called "Superior Lessor," and any mortgage to which this Lease is, at the
time referred to, subject and subordinate is herein called "Superior Mortgage"
and the holder of a Superior Mortgage, or its successor in interest, at the time
referred to, is herein called "Superior Mortgagee." This Lease, and all rights
of Tenant hereunder, are and shall be subject and subordinate to any ground
leases covering the Land and/or the Building now or hereafter existing, and to
all mortgages which may now or hereafter affect the Land and/or the Building
and/or any of such leases, whether or not such mortgages shall also cover other
lands and/or buildings and/or leases, to each and every advance made or
hereafter to be made under such mortgages, and to all renewals, modifications,
replacements and extensions of such leases and such mortgages. This Section
shall be self-operative, and no further instrument of subordination shall be
required. In confirmation of such subordination, Tenant shall promptly execute,
acknowledge or deliver any instrument that Landlord, any Superior Lessor or any
Superior Mortgagee may reasonably request to evidence such subordination subject
to the nondisturbance provisions of Section 7.3.

     7.2  NOTICE:  If any act or omission of Landlord would give Tenant the
right, immediately or after lapse of a period of time, to cancel or terminate
this Lease, or to claim a partial or total eviction, Tenant shall not exercise
such right: (i) until it has given written notice of such act or omission to
Landlord and each Superior Mortgagee and each Superior Lessor whose name and
address shall previously have been furnished to Tenant; and (ii) until such
parties had thirty (30) days from the date of such notice to cure the condition,
or, if the condition cannot reasonably be cured in thirty (30) days, such
parties or any of them shall have commenced efforts to cure such

11 -- LEASE AGREEMENT
<PAGE>

condition and diligently pursued such cure.

     7.3  ATTORNMENT:  For the purposes of this Section, the term "Successor
Landlord" shall mean the Superior Lessor or Superior Mortgagee if the same
succeeds to the rights of Landlord under this Lease, whether through possession
or foreclosure action or delivery of a new lease or deed, or any third party
that succeeds to the rights of Landlord under this Lease by virtue of having
purchased the Land and the Building at a foreclosure sale. The Successor
Landlord shall accept Tenant's attornment, assume Landlord's obligations under
the Lease, and shall not disturb Tenant's quiet possession of the Premises.
Tenant shall attorn to and recognize such Successor Landlord as Tenant's
Landlord under this Lease and shall promptly execute and deliver any instrument
that such Successor Landlord may reasonably request to evidence such attornment.
Upon such attornment this Lease shall continue in full force and effect as a
direct lease between the Successor Landlord and Tenant upon all of the terms,
conditions and covenants as are set forth in this Lease except that the
Successor Landlord shall not: (i) be liable for any previous act or omission of
Landlord under this Lease except that Tenant may terminate the Lease if the
Successor Landlord fails to cure any continuing breach of this Lease caused by
Landlord's prior acts or omissions within a reasonable period of time; (ii) be
subject to any offset, deficiency or defense which theretofore shall have
accrued to Tenant against Landlord; (iii) be bound by any previous modification
of this Lease or by any previous prepayment of more than one (1) month's Base
Rent, unless such modification or prepayment shall have been expressly approved
in writing by the Superior Lessor or the Superior Mortgagee whose name and
address shall previously have been furnished to Tenant and through or by reason
of which the Successor Landlord shall have succeeded to the right of Landlord
under this Lease; (iv) be liable for the commencement or completion of any
construction or any contribution toward construction or installation of any
improvements upon the Premises required under this Lease, or any expansion or
rehabilitation of existing improvements upon the Premises, or for restoration of
improvements following any casualty not required to be insured under this Lease
or for the costs of any restoration in excess of the proceeds recovered under
any insurance required to be carried under this Lease; (vii) be liable for any
lien, right, power or interest, if any, which may have arisen or intervened in
the period between the recording of any Superior Mortgage and the execution of
this Lease or any lien or judgment which may arise at any time under the terms
of this Lease; or (viii) be liable for the return of any security deposit which
was not actually transferred to the Successor Landlord.

SECTION 8.  QUIET ENJOYMENT:

          So long as Tenant pays all of the Base Rent and Additional Rent and
performs all of Tenant's other obligations hereunder, Tenant shall peaceably and
quietly have, hold and enjoy the Premises without hindrance, ejection or
molestation by Landlord or any person lawfully claiming through or under
Landlord, subject nevertheless, to the provisions of this Lease and to the
rights of any Superior Lease and/or Superior Mortgage.  This covenant shall be
construed as a covenant running with the Land, and is not, nor shall it be
construed as, a personal covenant of Landlord, except to the extent of
Landlord's interest in this Lease and only so long as such interest shall
continue, and thereafter this covenant shall be binding only upon subsequent
successors in interest of Landlord's interest in this Lease, to the extent of
their respective interests, for so long as they shall retain such interest.

SECTION 9.  ASSIGNMENT AND SUBLETTING:

     9.1  GENERALLY:  Upon receipt of prior written consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed, Tenant may
assign this Lease or sublet the Premises, or any portion thereof, to any other
entity or person whose character and business are

12 -- LEASE AGREEMENT
<PAGE>

consistent with the standards of the Building and of Triangle Corporate Park,
and if the business of such other entity or person does not conflict or compete
with other tenants in Triangle Corporate Park. If Tenant desires to assign this
Lease or sublease the Premises to any other entity for the remainder of the
Lease Term, Landlord shall have the right (but no obligation) to regain
possession of such portion of the Premises. Tenant shall not permit any lien to
be placed on Tenant's interest by operation of law. Any change in effective
control of a corporation, partnership or other artificial entity which is Tenant
shall be deemed a transfer of this Lease. Any transfer hereunder by Tenant shall
not result in Tenant being released or discharged from any liability under this
Lease. Any sale, assignment, encumbrance, subletting, occupation, lien or other
transfer of this Lease which does not comply with the provisions of this Section
9 shall be void.

          9.1.1  Tenant shall, by written notice, advise Landlord of its desire
from and after a stated date (which shall not be less than thirty (30) days nor
more than ninety (90) days after the date of Tenant's notice), to transfer its
interest in the Premises or any portion thereof for any part of the term hereof;
and such notice by Tenant shall state the name and address of the proposed
transferee, and Tenant shall deliver to Landlord a true and complete copy of the
proposed transfer instrument with said notice.

          9.1.2  Upon any request by Tenant to transfer all or any part of the
Premises, Landlord shall have the right to either:  (a) permit the transfer on
the conditions referred to in Section 9.2 and any other conditions Landlord may
impose, (b) deny Tenant's request, in which event this Lease shall continue in
full force and effect and unmodified; or (c) terminate this Lease by written
notice to Tenant with respect to the portion of the Premises described in
Tenant's notice and if Landlord desires, to then lease such space to any party
including the transferee identified in Tenant's notice at whatever terms
Landlord establishes.  Any such termination with respect to less than all of the
Premises shall result in a percentage reduction in Rent equal to the percentage
of the Premises as to which the Lease is terminated.

     9.2  CONDITIONS OF LANDLORD'S CONSENT:  As a condition to Landlord's prior
written consent as provided for in this Section, the transferee(s) shall agree
in writing to comply with and be bound by all of the terms, covenants,
conditions, provisions and agreements of this Lease, and Tenant shall deliver to
Landlord, promptly after execution, an executed copy of each transfer instrument
and an agreement of said compliance by each transferee. Landlord may require as
a condition of granting consent to a transfer that Tenant shall pay to Landlord
all profits from the transfer determined by deducting from the total
consideration paid directly or indirectly to or for the benefit of Tenant or its
designee for the transferred interest, the reasonable costs of the transfer
incurred by Tenant and subtracting the remaining rent obligation of Tenant at
such time under this Lease. For purposes of determining all profits from the
transfer, substance shall control over form such that Landlord may ignore any
attempt by Tenant to inflate the purchase price of any other assets transferred
in an attempt to conceal the profit on the transfer of Tenant's interest in this
Lease. Sums payable hereunder shall be paid to Landlord as and when paid by the
transferee to Tenant.

13 -- LEASE AGREEMENT
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SECTION 10.  INSURANCE:

     10.1 WAIVER OF RIGHT OF RECOVERY:  Neither party, nor its officers,
directors, employees, agents or invitees, nor, in case of Tenant, its
subtenants, shall be liable to the other party or to any insurance company (by
way of subrogation or otherwise) insuring the other party for any loss or damage
to any building, structure or other tangible property normally covered under an
all risk policy of property insurance or under workers' compensation insurance
even though such loss or damage might have been occasioned by the negligence of
such party, its agents or employees; provided, however, that if, by reason of
the foregoing waiver, either party shall be unable to obtain any such insurance,
such waiver shall be deemed not to have been made by such party and, provided,
further, that if either party shall be unable to obtain any such insurance
without the payment of an additional premium therefor, then, unless the party
claiming the benefit of such waiver shall agree to pay such party for the cost
of such additional premium within thirty (30) days after notice setting forth
such requirement and the amount of the additional premium, such waiver shall be
of no force and effect between such party and such claiming party.

     10.2 PUBLIC LIABILITY INSURANCE:  Tenant, at its expense, shall maintain at
all times during the term of this Lease, public liability insurance in respect
of the Premises and the conduct or operation of business therein, with Landlord
and its managing agent, if any, and any Superior Lessor or Superior Mortgagee
whose name and address shall previously have been furnished to Tenant, as
additional insureds, with Two Million and No/100 Dollars ($2,000,000.00) minimum
combined single limit coverage, or its equivalent. All such insurance shall
insure the performance by Tenant of the indemnity agreement as to liability for
injury to, illness of, or death of persons and damage to property set forth in
Section 17. Tenant shall deliver to Landlord and any additional insured such
fully paid for policies or certificates of insurance, in form satisfactory to
Landlord issued by the insurance company or its authorized agent, at least ten
(10) days before the Commencement Date. Tenant shall procure and pay for
renewals of such insurance from time to time before the expiration thereof, and
Tenant shall deliver to Landlord and any additional insured such renewal policy
or certificate at least thirty (30) days before the expiration of any existing
policy. All such policies shall contain a provision whereby the same cannot be
canceled or modified unless Landlord and any additional insured is given at
least twenty (20) days prior written notice of such cancellation or
modification.

     10.3 ACCEPTABLE INSURANCE COMPANIES:  All insurance policies required to be
carried by Tenant hereunder shall be issued by responsible insurance companies
authorized to issue insurance in the State of Oregon rated B VII or higher by
Best's Insurance Rating Service.

     10.4 INCREASE IN COVERAGE:  Landlord may from time to time, but not more
frequently than once every three (3) years, require that the amount of public
liability insurance to be maintained by Tenant under Section 10.2 be increased
so that the amount thereof adequately protects Landlord's interest based on
amounts of coverage required of comparable tenants in comparable buildings.

SECTION 11.  RULES AND REGULATIONS:

          Tenant shall faithfully observe and comply with the rules and
regulations attached to this Lease as EXHIBIT E and all reasonable modifications
thereof and additions thereto from time to time established by Landlord by
written notice to Tenant.  Landlord shall not be responsible for the
nonperformance by any other Tenant or occupant of the Building of any said rules
and regulations but Landlord shall use reasonable efforts to remedy any
violation of the rules and regulations applicable to any other Building occupant
upon Tenant's request.

14 -- LEASE AGREEMENT
<PAGE>

SECTION 12.  ALTERATIONS:

     12.1 REQUIREMENTS:  Tenant shall not make or suffer to be made any
alterations, additions, or improvements in, on, or to the Premises or any part
thereof which would require a building permit without the prior written consent
of Landlord, which shall not be unreasonably withheld, conditioned or delayed.
Any such alterations, additions, or improvements in, on, or to said Premises,
except for Tenant's movable furniture and equipment, shall immediately become
Landlord's property and, at the end of the term hereof, shall remain on the
Premises without compensation to Tenant. In the event Landlord consents to the
making of any such alterations, additions, or improvements by Tenant, the same
shall be made by Tenant, at Tenant's sole cost and expense, in accordance with
plans and specifications approved by Landlord, and any contractor or person
selected by Tenant to make the same must first be approved in writing by
Landlord. If the alterations, additions or improvements shall be made by
Landlord for Tenant's account, Tenant shall reimburse Landlord for the cost
thereof within twenty (20) days after receipt of a statement, setting forth the
actual cost of such alterations, additions or improvements. In any event, Tenant
shall pay Landlord an administrative charge of ten percent (10%) of the actual
cost of such alterations, additions or improvements, if such work is performed
by Landlord. If such work is performed by Tenant, Tenant shall reimburse
Landlord for Landlord's actual costs to review Tenant's plans and specifications
and coordinate such work, including $40 per hour for time spent by Landlord's
employees reviewing or coordinating such work, not to exceed in the aggregate
10% of the total cost of such work. After the expiration or sooner termination
of the Lease and upon demand by Landlord, Tenant shall remove any or all
alterations, additions, or improvements made by or for the account of Tenant,
designated by Landlord to be removed if made without Landlord's consent or if
the terms of such consent of Landlord required the removal upon termination of
the Lease, and Tenant in such case shall repair and restore the Premises to
their original condition, subject to ordinary wear and tear. Such removal,
repair and restoration work shall be done promptly and with all due diligence at
Tenant's sole cost and expense. The provisions of this Section 12 shall not
apply to the initial Tenant Improvements described in EXHIBIT C to this Lease.

     12.2 INDEMNIFICATION OF LANDLORD:  Tenant, at its expense, and with
diligence and dispatch, shall procure the cancellation or discharge of all
notices of violation arising from or otherwise connected with alterations, or
any other work, labor, services or materials done for or supplied to Tenant, or
any other person claiming through or under Tenant, which shall be issued by any
public authority having or asserting jurisdiction. Tenant shall defend,
indemnify and save harmless Landlord and any Superior Lessor or Superior
Mortgagee from and against any and all mechanic's and other liens and
encumbrances filed in connection with alterations, or any other work, labor,
services or materials done for or supplied to Tenant, or any person claiming
through or under Tenant, including, without limitation, security interests in
any materials, fixtures or articles so installed in and constituting part of the
Premises and against all costs, expenses and liabilities incurred in connection
with any such lien or encumbrance or any action or proceeding brought thereon.
Tenant, at its expense, shall procure the satisfaction or discharge of record of
all such liens and encumbrances within fifteen (15) days after the filing
thereof. Nothing herein contained shall prevent Tenant from contesting, in good
faith and at its own expense, any notice of violation, or lien provided Tenant
posts security acceptable to Landlord.

15 -- LEASE AGREEMENT
<PAGE>

SECTION 13.  LANDLORD'S AND TENANT'S PROPERTY:

     13.1 LANDLORD'S PROPERTY:  All fixtures, carpeting, equipment, improvements
and appurtenances attached to or built into the Premises at the commencement of
or during the term of this Lease, whether or not by or at the expense of Tenant,
shall be and remain a part of the Premises, shall be deemed the property of
Landlord and shall not be removed by Tenant, except as provided in Section 13.2;
provided, that at Landlord's written request, Tenant shall, at its sole expense
and upon termination of the Lease, remove those items specified by Landlord,
including any or all fixtures, equipment, improvements, appurtenances and other
personal property, which are deemed herein the property of Landlord, but not
including the initial Tenant Improvements provided by Landlord pursuant to
Exhibit C of this Lease. Tenant's covenant to remove property specified by
Landlord shall survive the termination of this Lease.

     13.2 TENANT'S PROPERTY:  All unattached business and trade fixtures,
machinery and equipment, communications equipment and office equipment which are
installed in the Premises by or for the account of Tenant without expense to
Landlord and which can be removed without structural damage to the Building and
all furniture, furnishings (excluding window coverings) and other articles of
movable personal property owned by Tenant and located in the Premises (herein
collectively called "Tenant's Property") shall be and remain the property of
Tenant and may be removed by Tenant at any time during the term of this Lease;
provided, that if any of Tenant's Property is removed, Tenant shall repair or
pay the cost of repairing any damage to the Premises or to the Building
resulting from the installation and/or removal thereof. If Landlord shall have
granted any allowance or credit to Tenant for equipment or property on the
Premises, such equipment or property shall not be considered Tenant's Property,
and shall be deemed the property of Landlord.

     13.3 ABANDONMENT:  Any items of Tenant's Property which shall remain in the
Premises after the expiration date of this Lease, or after a period of fifteen
(15) days following an earlier termination date, at the option of Landlord, may
be deemed to have been abandoned, and in such case such items may be retained by
Landlord, without accountability, in such manner as Landlord shall determine at
Tenant's expense.

SECTION 14.  SERVICES AND UTILITIES:

     14.1 BUILDING MAINTENANCE:  Landlord shall maintain the Building and the
Land, including public and common areas of the Building, such as the lobbies,
stairs, elevators, corridors and rest rooms, the windows in the Building, the
mechanical, plumbing and electrical equipment serving the Building, the parking
areas, landscaping, and the structure itself, in first class order and condition
except for damage occasioned by the act of Tenant, which damage shall be
repaired by Landlord at Tenant's expense.

     14.2 UTILITIES:  Provided Tenant shall not be in default
hereunder, and subject to the provisions elsewhere herein contained and to the
rules and regulations of the Building, Landlord agrees to make available to the
Premises (i) heat and air-conditioning required in Landlord's reasonable
judgment for the comfortable use and occupation of the Premises from 7:00 A.M.
to 6:00 P.M. on weekdays, and 8:00 A.M. to 1:00 P.M. on Saturdays exclusive of
legal holidays, (ii) continuous water and electricity service suitable for the
intended use of the Premises, (iii) janitorial services after 6:00 P.M. on
weekdays exclusive of legal holidays in the manner that such services are, in
Landlord's reasonable judgment, customarily furnished in comparable office
buildings in the immediate market area, and (iv) continuous elevator service
which shall mean service by

16 -- LEASE AGREEMENT
<PAGE>

unattended automatic elevators. Landlord shall make available additional or
after-hours heating or air-conditioning at Tenant's request. All charges for
heat, air conditioning, water and electricity will be separately metered to the
Premises and paid by Tenant or allocated to Tenant as an Operating Expense in
accordance with Section 4 of this Lease. Tenant agrees at all times to
reasonably cooperate with Landlord and to abide by all the regulations and
requirements which Landlord may reasonably prescribe for the proper functioning
and protection of the heating, ventilating, and air-conditioning system.
Wherever heat-generating machines, excess lighting or equipment are used in the
Premises which affect the temperature otherwise maintained by the air-
conditioning system, Landlord reserves the right to install supplementary air-
conditioning units in the Premises, and the cost thereof, including the cost of
installation and the cost of operation and maintenance thereof, shall be paid by
Tenant to Landlord upon demand by Landlord. Any sums payable by Tenant under
Section 14 shall be considered Additional Rent, and Landlord shall have the same
remedies for a default in payment of such sum as for a default in the payment of
Base Rent.

     14.3 EXCESS USAGE:  If Tenant uses excessive amounts of non-metered
utilities or services of any kind because of operation outside of normal
Building hours, high demands from office machinery and equipment, nonstandard
lighting, or any other cause, Landlord shall be reimbursed for its actual cost
of supplying such extra utility services, which charge shall be payable monthly
by Tenant in conjunction with Rent payments. Landlord may install in the
Premises a special meter to measure the amount of water, electric current or
other resource consumed for any such other use. In case of dispute over any
extra charge under this Section, Landlord shall designate three qualified
independent mechanical or electrical engineers, one of which will be chosen by
Tenant to resolve such dispute. The engineer so selected shall determine the
extra charges to be paid by Tenant, which decision shall be conclusive on both
parties. The party not prevailing in such dispute shall pay the cost of such
engineer's determination.

     14.4 DISCLAIMER:  Landlord shall not be in default hereunder or be liable
for any damages directly or indirectly resulting from, or by reason of (i) the
installation, use or interruption of use of any equipment in connection with the
furnishing of the foregoing utilities and services, (ii) failure to furnish or
delay in furnishing any such utilities or services when such failure or delay is
caused by acts of God or the elements, labor disturbances of any character, any
other accidents or other conditions beyond the reasonable control of Landlord,
or by the making of repairs or improvements to the Premises or the Building, or
(iii) the limitation, curtailment, rationing or restriction on use of water or
electricity, gas or any other form of energy or any other service or utility
whatsoever serving the Premises or the Building. Furthermore, Landlord shall be
entitled to cooperate voluntarily in a reasonable manner with the efforts of
national, state or local governmental agencies or utilities suppliers in
reducing energy or other resource consumption. Rent shall be abated in
accordance with the terms of Section 18 due to the occurrence of any of the
foregoing conditions which are covered by Landlord's insurance, or recovered by
Landlord from any third party.

     14.5 USE OF COMMON AREAS AND FACILITIES:  All common facilities and areas
furnished by Landlord in or near the Building, including parking areas, lighting
facilities, pedestrian sidewalks and ramps, landscaped areas, exterior
stairways, rest rooms and other areas and improvements provided by Landlord for
the general use, in common, of tenants, their officers, agents, employees and
customers shall at all times be subject to the exclusive control and management
of Landlord. Without limiting the scope of such discretion, Landlord shall have
the full right and authority to employ all personnel and to establish, modify
and enforce reasonable rules and regulations necessary for the proper operation
and maintenance of common areas and facilities. Landlord shall have the right to
close all or any portion of the common areas or facilities to such extent as, in
the opinion of Landlord's legal counsel, may be legally sufficient to prevent a
dedication thereof or the accrual of any rights to any person (other than
Tenant) or the public

17 -- LEASE AGREEMENT
<PAGE>

therein; and to do and perform such other acts in and to said areas and
improvements as Landlord shall reasonably determine to be advisable. All common
areas and facilities not within the Premises, which Tenant may be permitted to
use and occupy, are to be used and occupied under a revocable license, and if
the amount of such areas be diminished, Landlord shall not be subject to any
liability nor shall Tenant be entitled to any compensation or diminution or
abatement of Rent so long as Tenant has access to the Premises approximately
equivalent to the access provided at lease commencement, nor shall such
diminution of such areas be deemed constructive or actual eviction.

     14.6 PARKING FACILITIES:  Tenant and Tenant's employees, agents, invitees
and licensees shall have the right throughout the Lease Term to use the number
of non-reserved parking spaces in the Building parking lot specified in the
Basic Lease Information. Three of tenant's parking spaces near the Building
shall be designated as "OrCAD visitor" parking for Tenant, the location of which
will be selected by Tenant from spaces not set aside for handicapped parking.
The availability of, and need for termination of parking in excess of Tenant's
allowance shall be determined by Landlord in its sole and unfettered discretion.
If Landlord grants more than three reserved parking spaces to other tenants,
Landlord will allow Tenant to identify an additional reserved parking space from
Tenant's parking allowance for each additional reserved space granted to other
tenants.

     14.7 SIGNAGE:  Tenant shall have the non-exclusive right to building
standard monument signage and to place signage in two locations on the Building,
at its sole expense. Tenant shall have first choice of building sign locations
on either the north or south elevations of the Building. Tenant will have the
only sign on the top floor of the east elevation of the Building. Subject to
design and feasibility considerations, Tenant's sign on the east elevation may
be placed against the glass in the center of the east elevation.

               14.7.1   Restrictions on other Signage: Other tenant signs will
     be permitted on the building, subject to the following conditions.  No
     other tenant building sign will be placed at the same floor level as
     Tenant's signs.  Only two other tenant signs will be permitted on the east
     elevation of the Building, and no other signs will be permitted in the
     center of the east elevation.  Other tenant signs will be no more than
     thirty inches in height and twenty-two feet in length.  No tenant signs
     will be located on the west elevation of the Building.

               14.7.2  All Building tenants will be entitled to building
     standard monument signage,  subservient to Tenant's monument signage.

               14.7.3  Tenant and Landlord agree to cooperate to review any
     proposed signage.  Landlord and Tenant agree to work together cooperatively
     to ensure that any and all signage placed on the Building and any monument
     signage is professional and of a first-class nature, however, all signage
     shall require Landlord's written approval as to size, location, design and
     content, which shall not be unreasonably withheld.


     14.8 MAILBOX:  Landlord shall furnish Tenant, without additional charge, a
locked mailbox .

     14.9 SECURITY:  Landlord shall install a card key entry system to all
exterior doors and elevators at Landlord's expense as part of the construction
of the Building. Tenant shall be responsible for any and all security within the
Premises. Landlord will also provide a noncontinuous roaming security patrol
after normal business hours which will perform random door checks, as well as
lock and unlock the Building during normal operating hours.

18 -- LEASE AGREEMENT
<PAGE>

     14.10  BASKETBALL COURT:  Tenant may install and maintain, at Tenant's
expense, a fenced basketball court in an area of the parking lot to be
designated by Landlord. Tenant's parking allowance shall be reduced by the
number of parking spaces utilized for the court. Tenant shall indemnify and hold
Landlord harmless from any and all claims arising from the use or presence of
the basketball court.

SECTION 15.  ACCESS AND NAME:

          Landlord reserves, and shall at all times have, the right to re-enter
the Premises upon 24 hours' prior notice to Tenant (except in an emergency) to
inspect the same, to supply janitor service and any other service to be provided
by Landlord to Tenant, to show the Premises to prospective purchasers,
mortgagees or, during the last 24 months of the Term, prospective tenants, to
post notices of nonresponsibility, and to alter, improve or repair the Premises
and any portion of the Building of which the Premises are a part, without
abatement of Rent.  For such purpose, Landlord may erect, use and maintain
scaffolding, pipes, conduits and other necessary structures in and through the
Premises where reasonably required by the character of the work to be performed,
provided that entrance to the Premises shall not be blocked thereby, and further
provided that Landlord shall not unreasonably interfere with the business of
Tenant.  Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises and any other loss occasioned by Landlord's
conduct pursuant to this Section, except for wilful misconduct of Landlord.  For
each of the purposes stated in this Section, Landlord shall at all times have
and retain a key which unlocks all of the doors in, upon and about the Premises,
excluding Tenant's vaults and safes or special security areas (designated in
advance).  Landlord shall have the right to use any and all means which Landlord
may deem necessary or proper to open all doors in an emergency, in order to
obtain entry to any portion of the Premises, and any entry to any portion of the
Premises obtained by Landlord by any such means, or otherwise shall not under
any circumstances be construed or deemed to be a forcible or unlawful entry
into, or a detainer of, the Premises, or an eviction, actual or constructive, of
Tenant from all or part of the Premises.  Landlord shall also have the right at
any time, without the same constituting an actual or constructive eviction and
without incurring any liability to Tenant, to change the arrangement and/or
location of entrances or passageways, doors and doorways, corridors, elevators,
stairs, toilets or other public parts of the Building and to change the name,
number or designation by which the Building is commonly known.  So long as
Tenant occupies not less than 40% of the total office space in the Building,
Landlord will not rename the Building after another Tenant without Tenant's
prior written consent, which consent may be withheld in Tenant's sole
discretion.

SECTION 16.  NOTICE OF OCCURRENCES:

          Prior to Tenant taking any legal action against Landlord or any action
under any indemnity contained herein, Tenant shall give notice to Landlord of:
(i) any occurrence in or about the Premises for which Landlord might be liable;
(ii) any fire or other casualty in the Premises; (iii) any damage to or defect
in the Premises including the fixtures, equipment and appurtenances thereof, for
the repair of which Landlord might be responsible; and (iv) damage to or defect
in any part or appurtenances of the Building's sanitary, electrical, heating,
ventilating, air-conditioning, elevator or other systems located in or passing
through the Premises or any part thereof.

19 -- LEASE AGREEMENT
<PAGE>

SECTION 17.  NONLIABILITY AND INDEMNIFICATION:

     17.1 WAIVER:  Landlord shall not be liable for any loss or damage to person
or property sustained by Tenant, or other persons, which may be caused by theft,
or by any act or neglect of any tenant of the Building or by any other person in
or about the Building, except for a person acting by or through Landlord.
Neither Landlord nor any partner, director, officer, agent, servant or employee
of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant
or to any other person, or to its or their property, irrespective of the cause
of such injury, damage or loss except to the extent caused by or resulting from
the intentional torts of Landlord, it being the intent of the parties that
Tenant look to its own all risk insurance policy for coverage of any such item
resulting from an accident even if caused by the negligence of Landlord.
Further, neither Landlord nor any partner, director, officer, agent, servant or
employee of Landlord shall be liable: (i) for any such damage caused by other
tenants or persons in, upon or about the Building, or caused by operations in
construction of any private, public or quasi-public work; or (ii) in any event
for consequential damages, including lost profits, of Tenant or any person
claiming through or under Tenant.

     17.2 INDEMNIFICATION:  Tenant shall indemnify and hold harmless Landlord
and all Superior Lessors and/or Superior Mortgagees and its and their respective
partners, directors, officers, agents and employees from and against any and all
third party claims for bodily injury and/or property damage arising from or in
connection with any accident, injury or damage whatever (even if caused by
Landlord's negligence or breach of this Lease, but not if caused by Landlord's
willful misconduct) occurring in, at or upon the Premises; together with all
costs, expenses and liabilities incurred or in connection with each such claim
or action or proceeding brought thereon, including, without limitation, all
attorney fees and expenses at trial and upon appeal. Landlord shall indemnify
and hold harmless Tenant and its directors, officers, agents and employees from
and against any and all third party claims for bodily injury and/or property
damage arising from or in connection with any accident, injury or damage
whatever (even if caused by Tenant's negligence or breach of this Lease, but not
if caused by Tenant's wilful misconduct), occurring in, at or upon the common
areas of the Land and the Building; together with all costs, expenses and
liabilities incurred or in connection with each such claim or action or
proceeding brought thereon, including, without limitation, all attorney fees and
expenses at trial and upon appeal. The foregoing indemnity obligations of each
of the parties shall be limited to the amount of liability insurance coverage
required of Tenant under Section 10 of this Lease.

     17.3 DUTY TO DEFEND:  In case any action or proceeding is brought against
Landlord and/or any Superior Lessor and/or Superior Mortgagee and/or its or
their partners, directors, officers, agents and/or employees and such claim is a
claim from which Tenant is obligated to indemnify Landlord pursuant to Section
17.2, Tenant, upon notice from Landlord or such Superior Lessor or Superior
Mortgagee, shall resist and defend such action or proceeding (by counsel
reasonably satisfactory to Landlord). The obligation of Tenant under this
Section 17 shall survive termination of this Lease. In case any action or
proceeding is brought against Tenant and/or its directors, officers, agents
and/or employees and such claim is a claim from which Landlord is obligated to
indemnify Tenant pursuant to Section 17.2, Landlord, upon notice from Tenant,
shall resist and defend such action or proceeding (by counsel reasonably
satisfactory to Tenant). The obligation of Landlord under this Section 17 shall
survive termination of this Lease.

SECTION 18.  DAMAGE OR DESTRUCTION:

     18.1 CASUALTY:  If the Premises or the Building are damaged by fire or
other casualty, Landlord shall forthwith repair the same unless this Lease is
terminated as permitted herein. Within twenty (20) days from the date of such
damage, Landlord shall notify Tenant if the Building is

20 -- LEASE AGREEMENT
<PAGE>

damaged in excess of twenty-five percent (25%) of the Building's precasualty
value, as reasonably determined by Landlord (damage in excess of such amount
being referred to as "Major Damage" and damage equal to or less than such amount
being referred to as "Minor Damage"). If Major Damage occurs, Landlord may elect
to terminate the Lease. If Minor Damage occurs then Landlord shall repair such
damage and rebuild that portion of the Building or the Premises damaged. In the
event of Major Damage, if Landlord gives its written notice to Tenant electing
to rebuild or in the event of Minor Damage, this Lease shall remain in full
force and effect provided Landlord completes the repairs within one hundred
eighty (180) days (this determination of days not to be affected by the force
majeure provision of this Lease), except the Rent shall be reasonably abated
during the period of repair for that portion of the Premises not reasonably
usable by Tenant and on or after the 181st day after such casualty Tenant may,
by written notice to Landlord, terminate this Lease. If in the event of Major
Damage, Landlord elects by written notice to Tenant not to rebuild, then this
Lease shall automatically terminate as of the effective date of such notice, the
Rent shall be reduced by a proportionate amount based upon the extent to which
said damage interfered with the business carried on by Tenant in the Premises,
and Tenant shall pay such reduced Rent up to the date of termination. Landlord
agrees to refund to Tenant any Rent previously paid for any period of time
subsequent to such date of termination. Landlord shall not be required to repair
any damage by fire or other cause to the property of Tenant.

     18.2 CONDEMNATION:  If more than twenty-five percent (25%) of the Land
and/or Building shall be taken or appropriated under the power of eminent domain
or conveyed in lieu thereof, Landlord shall have the right to terminate this
Lease. If such taking renders the Premises unsuitable for the conduct of
Tenant's business then Tenant shall have the right to terminate this Lease. If
this Lease is terminated, Landlord shall receive (and Tenant shall assign to
Landlord upon demand from Landlord) any and all income, rent, award or any
interest thereon which may be paid or owed in connection with the exercise of
such power of eminent domain or conveyance in lieu thereof, and Tenant shall
have no claim against the agency exercising such power or receiving such
conveyance, for any part of such sum paid by virtue of such proceedings, whether
or not attributable to the value of the unexpired term of this Lease except for
the unamortized value of Tenant Improvements paid for by Tenant and relocation
benefits, if any. If a part of the Land and/or Building shall be so taken or
appropriated or conveyed and Landlord hereto shall elect not to terminate this
Lease, Landlord shall nonetheless receive (and Tenant shall assign to Landlord
upon demand from Landlord) any and all income, rent, award or any interest
thereon paid or owed in connection with such taking, appropriation or
conveyance; and if the Premises have been damaged as a consequence of such
partial taking or appropriation or conveyance, Landlord shall restore the
Premises and this Lease shall remain in full force and effect, except that
Tenant shall be entitled to an appropriate reduction in Rent while such
restoration is being made by Landlord. Such proportionate reduction shall be
based upon the extent to which the restoration being made by Landlord shall
interfere with the business carried on by Tenant in the demised Premises.
Landlord will not be required to repair or restore any injury or damage to the
property of Tenant.

SECTION 19.  SURRENDER AND HOLDING OVER:

     19.1 GENERAL:  On the last day of the term of this Lease, or upon other
lawful re-entry by Landlord upon the Premises, Tenant shall quit and surrender
the Premises to Landlord "broom-clean" and in good order, condition and repair,
except for ordinary wear and tear and casualty, and in accordance with the
provisions of Section 13 of this Lease.

     19.2 SURRENDER:  No agreement relating to the surrender of the Premises by
Tenant shall be valid unless in writing and signed by Landlord.

21 -- LEASE AGREEMENT
<PAGE>

     19.3 HOLDING OVER AFTER RENEWAL:  If Tenant exercises its option to extend
the Lease Term set forth in Section 1.4, and Landlord and Tenant are unable to
agree on the renewal Base Rental amount, Tenant may holdover for a period not to
exceed six (6) months after the expiration of the Lease Term. During such
holdover period, Tenant shall pay to Landlord 115% of the Base Rental in effect
immediately prior to expiration, together with all Additional Rent provided for
in this Lease. Tenant shall provide Landlord with at least 12 months' prior
written notice of its intent to holdover pursuant to this section. In such
notice, Tenant shall indicate the total number of months that Tenant will
holdover, not to exceed six months. The notice shall be irrevocable.

     19.4 HOLDING OVER WITH CONSENT:  Any holding over after the expiration of
the term of this Lease other than as described in Section 19.3, with the written
consent of Landlord, shall be a tenancy from month to month. The terms,
covenants and conditions of such tenancy shall be the same as provided herein,
and the monthly Rent shall be the then fair market rent for the Premises as
determined by Landlord, but in no event less than 115% of the Rent in effect
immediately prior to expiration, and subject to adjustment as provided in
Section 4 herein. Acceptance by Landlord of Rent after such expiration shall not
result in any other tenancy or any renewal of the Lease Term, and the provisions
of this Section are in addition to and do not affect Landlord's right of re-
entry or other rights provided under this Lease or by applicable law.

     19.5 HOLDING OVER WITHOUT CONSENT:  If Tenant shall retain possession of
the Premises or any part thereof without Landlord's consent following the
expiration or sooner termination of this Lease for any reason, then Tenant shall
pay to Landlord for each day of such retention 150% of the amount of the daily
Rent for the last period prior to the date of such expiration or termination,
subject to adjustment as provided in Section 4. Tenant shall also indemnify and
hold Landlord harmless from any loss or liability resulting from delay by Tenant
in surrendering the Premises, including, without limitation, any claims made by
any succeeding tenant founded on such delay. Alternatively, if Landlord gives
notice to Tenant of Landlord's election thereof, such holding over shall
constitute renewal of this Lease for a period from month to month. Acceptance of
Rent by Landlord following expiration or termination shall not constitute a
renewal of this Lease, and nothing contained in this Section shall waive
Landlord's right of re-entry or any other right. Unless Landlord exercises the
option hereby given to it, Tenant shall be only a Tenant at sufferance, whether
or not Landlord accepts any Rent from Tenant while Tenant is holding over
without Landlord's written consent.

SECTION 20.  EVENTS OF DEFAULT:

     20.1 EVENTS OF DEFAULT:  The occurrence of any one or more of the following
events of default shall constitute a breach of this Lease by Tenant:

          20.1.1  If Tenant shall default in the payment of any security
deposit, Base Rent or Additional Rent, and such default shall continue for ten
(10) days after written notice from Landlord; or

          20.1.2  If Tenant shall, whether by action or inaction, be in default
of any of its obligations under this Lease (other than a default in the payment
of any security deposit, Base Rent or Additional Rent) and such default shall
continue and not be remedied within twenty (20) days after Landlord shall have
given to Tenant a notice specifying the same, or, in the case of a default which
cannot with due diligence be cured within a period of Twenty (20) days and the
continuance of which for the period required for cure will not subject Landlord
or any Superior Lessor to prosecution for a crime or termination of any Superior
Lease or foreclosure of any Superior Mortgage, if Tenant shall not, (i) within
said twenty (20) day period advise Landlord of Tenant's

22 -- LEASE AGREEMENT
<PAGE>

intention to remedy such default; (ii) duly commence within said twenty (20) day
period, and thereafter diligently prosecute to completion, subject to delays
caused by force majeure, all steps necessary to remedy the default; and (iii)
complete such remedy within a reasonable time after the date of said notice of
Landlord; or

          20.1.3  If any event shall occur or any contingency shall arise
whereby this Lease or the estate hereby granted or the unexpired balance of the
term hereof would, by operation of law or otherwise, pass to any person, firm or
corporation other than Tenant, except as expressly permitted by Section 9; or

          20.1.4  If Tenant shall vacate or abandon the Premises continuously
for more than sixty (60) days; or

          20.1.5  If Tenant or any guarantor of Tenant's obligations under this
Lease shall make a general assignment for the benefit of creditors, or shall be
unable to pay its debts as they become due, or shall file a petition in
bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a
petition seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute,
law or regulation, or shall file an answer admitting or shall fail timely to
contest the material allegations of a petition filed against it in any such
proceeding, or shall seek or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of Tenant or any material part of its
properties; or

          20.1.6  If within ninety (90) days after the commencement of any
proceeding against Tenant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such proceeding shall not have been dismissed
or if, within ninety (90) days after the appointment without the consent or
acquiescence of Tenant of any trustee, receiver or liquidator of Tenant or of
any material part of its properties, such appointment shall not have been
vacated; or

          20.1.7  If this Lease or any estate of Tenant hereunder shall be
levied upon under any attachment or execution and such attachment or execution
is not vacated within ten (10) days.

     20.2 LIMITATION OF TENANT RIGHT TO NOTICE:  During any calendar year,
Tenant shall be entitled to only one (1) notice each for the same type of
default pursuant to Section 20.1.1 or 20.1.2.

SECTION 21.  REMEDIES UPON DEFAULT:

     21.1 REMEDIES:  Upon the occurrence of an event of default constituting a
breach of this Lease under Section 20, Landlord may exercise any one or more of
the remedies set forth in this Section 21 or in Section 24, or any other remedy
available under applicable law or contained in this Lease.

          21.1.1  Landlord or Landlord's agents and employees may immediately or
at any time thereafter re-enter the Premises, or any part thereof, either by
summary eviction proceedings or by any suitable action or proceeding at law, or
by force or otherwise, without being liable to indictment, prosecution or
damages therefor, and may repossess the same, and may remove any person
therefrom, to the end that Landlord may have, hold and enjoy the Premises.

          21.1.2  Landlord at its option may relet the whole or any part of the
Premises from time to time, either in the name of Landlord or otherwise, to such
tenants, for such terms ending before, on or after the expiration date of the
Lease Term, at such rentals and upon such other

23 -- LEASE AGREEMENT
<PAGE>

conditions (including concessions, tenant improvements, and free rent periods)
as Landlord may determine to be appropriate. Landlord at its option may make
such physical changes to the Premises as Landlord considers advisable or
necessary in connection with any such reletting or proposed reletting, without
relieving Tenant of any liability under this Lease or otherwise affecting
Tenant's liability. If there is other unleased space in the Building, Landlord
may lease such other space without prejudice to its remedies against Tenant.

          21.1.3  Whether or not Landlord retakes possession or relets the
Premises, Landlord shall have the right to recover unpaid rent and all damages
caused by the default, including attorney fees.  Damages shall include, without
limitation:  (i) all rentals lost; (ii) all legal expenses and other related
costs incurred by Landlord following Tenant's default; (iii) all costs incurred
by Landlord in restoring the Premises to good order and condition, or in
remodeling, renovating or otherwise preparing the Premises for reletting; and
(iv) all costs incurred by Landlord in reletting the Premises, including,
without limitation, any brokerage commissions and the value of Landlord's time.

          21.1.4  To the extent permitted under Oregon law, Landlord may sue
periodically for damages as they accrue without barring a later action for
further damages.  Landlord may in one action recover accrued damages plus
damages attributable to the remaining Lease Term equal to the difference between
the rent reserved in this Lease (including an estimated amount of Additional
Rent as determined by Landlord) for the balance of the Lease Term after the time
of award, and the fair rental value of the Premises for the same period,
discounted to the time of award at the rate of nine percent (9%) per annum.  If
Landlord has relet the Premises for the period which otherwise would have
constituted the unexpired portion of the Lease Term or any part, the amount of
rent reserved upon such reletting shall be deemed, prima facie, to be the fair
and reasonable rental value for the part or the whole of the Premises so relet
during the term of the reletting.

     21.2 CUMULATIVE REMEDIES:  The remedies provided for in this Lease are
cumulative and are not intended to be exclusive of any other remedies to which
Landlord may lawfully be entitled at any time, and Landlord may invoke any
remedy allowed at law or in equity, including an action for specific
performance, as if specific remedies were not provided for herein. In the event
of a breach or threatened breach by Tenant of any of its obligations under this
Lease, Landlord shall also have the right to obtain an injunction and any other
appropriate equitable relief.

     21.3 TERMINATION:  Even though Tenant has breached this Lease, the Lease
shall continue in effect for so long as Landlord does not terminate Tenant's
possession of the Premises or Tenant does not abandon the Premises. Even after
Tenant is no longer in possession of the Premises, Tenant shall have continuing
contractual liability under the Lease, and Landlord may enforce its rights and
remedies under this Lease in the event of a breach, including the right to
recover its damages for loss of Rent for the remainder of the Lease Term after
Tenant is dispossessed of the Premises. Acts of maintenance or preservation or
efforts to relet the Premises or the appointment of a receiver upon initiative
of Landlord to protect Landlord's interest under this Lease shall not constitute
a termination of Tenant's contractual liability under the Lease unless written
release of liability is given by Landlord to Tenant.

     21.4 INTEREST ON DAMAGES:  In addition to any other remedies Landlord may
have under this Lease, and without reducing or adversely affecting any of
Landlord's rights and remedies under this Section 21, if any Base Rent,
Additional Rent or damages payable hereunder by Tenant to Landlord are not paid
within five (5) days after demand therefor, the same shall bear interest at the
annual rate of twelve percent (12%) or the maximum rate permitted by law,
whichever is less, calculated monthly from the due date thereof until paid, and
the amount of such interest shall be

24 -- LEASE AGREEMENT
<PAGE>

included as Additional Rent.

SECTION 22.  SERVICES IN THE EVENT OF DEFAULT:

          In addition to any rights and remedies which Landlord may have under
this Lease, if there shall be a default hereunder by Tenant which shall not have
been remedied within the applicable grace period, Landlord shall not be
obligated to furnish Tenant or the Premises any heat, ventilation or air-
conditioning services, or any cleaning services; and the discontinuance of any
one or more such services shall be without liability by Landlord to Tenant and
shall not reduce, diminish or otherwise affect any of Tenant's covenants and
obligations under this Lease.

SECTION 23.  NO WAIVERS OF PERFORMANCE:

          The failure of either party to insist in any one or more instances
upon the strict performance of any one or more of the obligations of this Lease,
or to exercise any election herein contained, shall not be construed as a waiver
or relinquishment for the future of the performance of such one or more
obligations or any other obligations of this Lease or of the right to exercise
such election, but the same shall continue and remain in full force and effect
with respect to any subsequent breach, act or omission.  The receipt by Landlord
of Rent with knowledge of a breach by Tenant of any obligation of this Lease
shall not be deemed a waiver of such breach.

SECTION 24.  CURING DEFAULTS:

     24.1 CURING TENANT DEFAULTS:  All covenants and agreements to be performed
by Tenant under any of the terms of this Lease shall be performed by Tenant at
Tenant's sole cost and expense and without any abatement of Rent except as
expressly provided otherwise herein. If Tenant shall fail to pay any sum of
money, other than Rent, required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed hereunder, and such failure
shall continue for the periods referred to in Section 20 hereof, Landlord may
make any such payment or perform any such act on Tenant's part to be made or
performed as in this Lease provided but shall not be obligated so to do. Any
such payment or performance shall not be a waiver or release of Tenant's
obligations. All sums so paid by Landlord and all necessary incidental costs
together with interest thereon at the rate specified in Section 21.4 from the
date of such payment by Landlord shall be payable as Additional Rent to Landlord
on demand, and Tenant covenants to pay any such sums, and Landlord shall have,
in addition to any other right or remedy of Landlord, the same rights and
remedies in the event of the nonpayment thereof by Tenant as in the case of
default by Tenant in the payment of the Rent.

     24.2 LANDLORD DEFAULTS:  If the Landlord shall fail to perform any act on
its part to be performed hereunder and such failure continues for ten (10) days
after notice thereof by Tenant (except in the event of an emergency) and has a
material adverse effect on Tenant's ability to use the Premises for the
permitted use, then Tenant may, but shall not be obligated to do so, and without
waiving or releasing the Landlord from any obligations of the Landlord, make any
such payment or perform any such other act on Landlord's part to be made or
performed as provided in this Lease. Tenant shall be entitled to reimbursement
of all sums paid on behalf of Landlord, together with interest at the rate of
twelve percent (12%) per annum until reimbursed., but in no event will Tenant
have any right of offset for any such obligation.

25 -- LEASE AGREEMENT
<PAGE>

SECTION 25.  BROKER:

          Tenant covenants, warrants and represents that no broker except as
provided in the Basic Lease Information (the "Broker") was instrumental in
bringing about or consummating this Lease and that Tenant had no conversations
or negotiations with any broker except the Broker concerning the leasing of the
Premises.  Tenant agrees to indemnify and hold harmless Landlord against and
from any claims for any brokerage commissions and all costs, expenses and
liabilities in connection therewith, including, without limitation, attorney
fees and expenses, arising out of any conversations or negotiations had by
Tenant with any broker other than the Broker.  Landlord shall pay any brokerage
commissions due the Broker as per a separate agreement between Landlord and the
Broker.

SECTION 26.  NOTICES:

          Any notice, statement, demand, consent, approval or other
communication required or permitted to be given, rendered or made by either
party to the other, pursuant to this Lease or pursuant to any applicable law or
requirement of public authority, shall be in writing (whether or not so stated
elsewhere in this Lease).  Notices shall be deemed to have  been properly given,
rendered or made:  (a) if delivered in person to Landlord or Tenant and receipt
is acknowledged; (b)  if sent postage prepaid by registered or certified mail,
return receipt requested, effective forty-eight (48) hours after posted in a
United States post office station or letter box in the continental United
States, addressed to the other party at the address designated by the party
(except that after the   Commencement Date, Tenant's address, unless Tenant
shall give notice to the contrary, shall be the Building); or (c) if sent by
facsimile, when transmission is confirmed to the facsimile number designated by
the party.  Either party may designate a different address or addresses or
facsimile number for notices, statements, demands, consents, approvals or other
communications intended for it.

SECTION 27.  ESTOPPEL CERTIFICATES:

          Each party agrees, at any time and from time to time, as requested by
the other party with not less than ten (10) days' prior notice, to execute and
deliver to the other a statement certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as modified and stating the modifications), certifying the
dates to which the Base Rent and Additional Rent have been paid, stating whether
or not, to the best knowledge of the signer, the other party is in default in
performance of any of its obligations under this Lease, and, if so, specifying
each such default of which the signer shall have knowledge, and stating whether
or not, to the best knowledge of the signer, any event has occurred which with
the giving of notice or passage of time, or both, would constitute such a
default, and, if so, specifying each such event, it being intended that any such
statement delivered pursuant hereto shall be deemed a representation and
warranty to be relied upon by the party requesting the certificate and by others
with whom such party may be dealing, regardless of independent investigation.
Tenant also shall include in any such statement such other relevant factual
information concerning the status of this Lease as Landlord may reasonably
request.  If Tenant fails to respond within fifteen (15) days of receipt by
Tenant of a written request for such a statement, Tenant shall be deemed to have
given such statement and shall be deemed to have admitted the accuracy of any
information contained in the request for such statement and that the Lease is
unmodified and in full force and effect, that there are not uncured defaults in
Landlord's performance, and that not more than one (1) month's Rent has been
paid in advance.

SECTION 28.  MEMORANDUM OF LEASE:

26 -- LEASE AGREEMENT
<PAGE>

          Tenant shall not record this Lease.  Upon ten (10) days prior written
notice from Landlord, Tenant shall execute, acknowledge and deliver to Landlord
a memorandum of lease in respect of this Lease sufficient for recording.  Such
memorandum shall not be deemed to change or otherwise affect any of the
obligations or provisions of this Lease.

SECTION 29.   APPRAISAL

     29.1 APPRAISAL OF FAIR RENTAL VALUE:  In the event that Landlord and Tenant
are unable to agree upon a Base Rent when required under Section 1.4, the Base
Rent shall be established in accordance with this Section. Within ten (10) days
of written request, Landlord and Tenant shall each designate a disinterested
person with at least ten years' professional experience as a licensed real
estate broker having experience with Class A commercial office rental rates in
the Kruse Way and Washington Square areas. The two brokers shall appoint a third
disinterested broker with the same experience and qualifications. Within thirty
(30) days of appointment, the third broker shall select from the Base Rental
rates proposed by Tenant's broker and Landlord's broker the rate which the third
broker deems most closely reflects the fair market Base Rent for the premises
applicable to the renewal term. In no event will the Base Rent be less than the
Base Rental paid by the Tenant during the year preceding such renewal term. The
Base Rent for the renewal term may include rent escalators, if consistent with
market conditions then existing. In the event either party shall fail to select
broker(s) as provided in this Section, or the two brokers, once selected, shall
fail to agree on a third, the required broker shall be selected by the presiding
judge of Washington County, Oregon. The Base Rent established in accordance with
the terms of this Section shall be conclusive upon the parties, and enforceable
in the manner provided by Oregon law for arbitration awards. The expenses of
each appraisal conducted under the provisions of this Section shall be paid by
the non-prevailing party.

     29.2 ALLOCATION OF OPERATING EXPENSES:  In the event of any dispute under
Section 5.6 regarding the accuracy of an Operating Statement, the matter shall
be determined in accordance with the procedure described in Section 29.1, except
that the individuals chosen to make such determination shall be certified public
accountants or professional property managers having not less than ten years'
experience in office/commercial real estate matters.

     29.3 PROCEDURE:  It is the intent of Landlord and Tenant that issues
subject to resolution under this Section 29 shall be determined in the
discretion of the individuals selected to make the decision, without the
necessity of a hearing or formal presentation of evidence by either party. The
brokers, accountants or property managers, as the case may be, shall meet as
they deem appropriate, and without the direct participation of Landlord or
Tenant, in order to reach a decision as required by this Section. Each party
will be entitled to submit, for consideration only, a written proposal and a
response to the other party's proposal.

SECTION 30.  ADJUSTMENT OF COMMENCEMENT AND EXPIRATION DATES:

     30.1 COMMENCEMENT DATE:  The Term of this Lease shall commence on a date
(herein the "Commencement Date") which shall be the date specified in the Basic
Lease Information unless changed as follows:

          30.1.1  If for any reason construction of the Building has not begun
prior to June 1, 1998.  Landlord may adjust the Commencement Date by providing
Tenant with written notice of a revised Commencement Date on or before the
actual commencement of construction of the Building subject to Tenant's rights
in Section 30.3 below.

27 -- LEASE AGREEMENT
<PAGE>

          30.1.2  The Commencement Date shall be extended to the date of
issuance of a permanent or temporary Certificate of Occupancy by the appropriate
municipal authority and the issuance of a Certificate of Substantial Completion
by Group Mackenzie (the "Project Architect"); provided that if the issuance of
either certificate is delayed by the installation of Tenant's furniture,
fixtures or equipment, or any other Tenant Caused Delay (as defined in Exhibit
C), the Commencement Date will be upon the date substantial completion would
have been achieved if not for such Tenant Caused Delay, as determined in
accordance with Section 5.5.1 of Exhibit C.  Landlord will provide Tenant with
approximately sixty (60) days' prior written notice of the anticipated final
completion date of the Building, which notice will be updated from time to time
within 3 business days of any revision to such anticipated final completion
date.

          30.1.3  The date that Tenant actually occupies the Premises (other
than incident to installation of Tenant's furniture, fixtures or equipment)
which is earlier than the date specified in the Basic Lease Information, in
which case the Commencement Date shall be the date Tenant first occupies the
Premises.

     30.2 DELAY IN DELIVERY OF PREMISES; RENT ABATEMENT:  To the extent Landlord
is unable to deliver the Premises for Tenant's occupancy by the Commencement
Date, due to delay not caused by Tenant, or due to the occurrence of an event of
force majeure, the Base Rent and Additional Rent payable hereunder shall be
abated for the time period of such delay. Tenant shall be considered to have
caused any delay in the delivery of the Premises resulting from (i) Tenant's
failure to sign this Lease on or before the Construction Information Submittal
Date specified in the Basic Lease Information or, in the alternative, to provide
Landlord by such date a written agreement in form and content satisfactory to
Landlord guarantying Tenant will pay Landlord for any and all costs incurred in
connection with the work done prior to execution of this Lease to prepare the
Premises for Tenant; or (ii) the failure of Tenant to comply with the
Construction Information Submittal and Construction Approval Dates specified in
the Basic Lease Information and Exhibit C; or (iii) any changes in the Tenant
Improvements requested by Tenant, as provided in Exhibit C. In the case of delay
caused by Tenant, Tenant shall not be entitled to any abatement of Rent due to
such delay.

     30.3 TENANT TERMINATION RIGHTS:  If the Premises are not ready for Tenant's
occupancy on or before September 1, 1999 because of the fact that a temporary or
permanent certificate of occupancy has not been procured, Tenant may terminate
this Lease by written notice to Landlord, if Tenant is not responsible for the
delay or the delay was not caused by any of the force majeure events described
in Section 31.5. If, however, the Premises are not ready for Tenant's occupancy
on or before September 1, 1999 because of any of the force majeure events
described in Section 31.5, casualties, acts of God, strikes, shortages of labor
or materials or other causes beyond the reasonable control of Landlord, or
because of a delay caused by Tenant, the date that Tenant may terminate this
Lease shall be delayed from September 1, 1999 for the same number of days that
Tenant's occupancy was delayed by such events. Notwithstanding any of the
foregoing, if the Premises are not ready for Tenant's occupancy by November 1,
1999, extended on a day-for-day's basis for any Tenant-caused delays, Tenant may
terminate this Lease by written notice to Landlord. Termination under this
Section 30.3 shall be Tenant's sole remedy and Tenant shall have no other rights
or claims hereunder at law or in equity except that Landlord shall return to
Tenant promptly after any termination any Rent or Security Deposit deposited
previously with Landlord.

     30.4 EXPIRATION DATE:  In the event the Commencement Date is adjusted to a
date other than as specified in the Basic Lease Information, the Expiration Date
shall be extended as necessary so that the Lease Term will contain the number of
full calendar months indicated in the Rent

28 -- LEASE AGREEMENT
<PAGE>

Schedule of the Basic Lease Information and so that the Expiration Date will
fall on the last day of a calendar month.

     30.5 EARLY OCCUPANCY:  If Landlord has given Tenant written permission to
enter into the possession of the Premises prior to the Commencement Date, such
possession or occupancy shall be deemed to be upon all the terms, covenants,
conditions and provisions of this Lease, including, without limitation, the
payment of Rent.

SECTION 31.  MISCELLANEOUS:

     31.1 MERGER:  All understandings and agreements previously made between the
parties are merged in this Lease and any other written agreement(s) made
concurrently herewith. The Lease and such other documents fully and completely
express the agreement of the parties and neither party is relying upon any
statement or representation not embodied in this Lease or any other written
agreement(s) made concurrently herewith.

     31.2 MODIFICATIONS:  No agreement shall be effective to change, modify,
waive, release, discharge, terminate or effect an abandonment of this Lease, in
whole or in part, unless such agreement is in writing, refers expressly to this
Lease and is signed by the party against whom enforcement is sought. If Tenant
shall at any time request Landlord to sublet the Premises for Tenant's account,
Landlord or its agent is authorized to receive the keys for such purposes
without releasing Tenant from any of its obligations under this Lease, and
Tenant hereby releases Landlord of any liability for loss or damage to any of
Tenant's Property in connection with such subletting.

     31.3 SUCCESSORS AND ASSIGNS:  Except as otherwise expressly provided in
this Lease, the obligations of this Lease shall bind and benefit the successors
and assigns of the parties hereto with the same effect as if mentioned in each
instance where a party is named or referred to; provided, however, that: (i) no
violation of the provisions of Section 9 shall operate to vest any rights in any
successor or assignee of Tenant; and (ii) the provisions of this Section shall
not be construed as modifying the provisions of Sections 9 or 20.

     31.4 NONRECOURSE LEASE:  Tenant shall look only to Landlord's interest in
the Land and the Building (or the proceeds thereof) for the satisfaction of
Tenant's remedies for the collection of a judgment (or other judicial process)
requiring the payment of money by Landlord in the event of any default by
Landlord hereunder, and no other property or assets of Landlord or its partners
or principals, disclosed or undisclosed, shall be subject to levy, execution or
other enforcement procedure for the satisfaction of Tenant's remedies under or
with respect to this Lease, the relationship of Landlord and Tenant hereunder or
Tenant's use or occupancy of the Premises.

     31.5 FORCE MAJEURE:  The obligations of Tenant hereunder shall not be
affected, impaired or excused, nor shall Landlord have any liability whatsoever
to Tenant, because:

          31.5.1  Landlord is unable to fulfill, or is delayed in fulfilling,
any of its obligations under this Lease by reason of strike, other labor
trouble, governmental pre-emption of priorities or other controls in connection
with a national or other public emergency or shortages of fuel, supplies or
labor resulting therefrom, or any other cause, whether similar or dissimilar,
beyond Landlord's reasonable control; or

          31.5.2  of any failure or defect in the supply, quantity or character
of electricity, water or other utilities furnished to the Premises, by reason of
any requirement, act or omission of the public utility or others serving the
Building with electric energy, steam, oil, gas or water, or for

29 -- LEASE AGREEMENT
<PAGE>

any other reason whether similar or dissimilar, beyond Landlord's reasonable
control.

     31.6 DEFINITIONS:  For the purpose of this Lease, the following terms have
the meanings indicated:

          31.6.1  The term "mortgage" shall include a mortgage and/or deed of
trust, and the term "holder of a mortgage" or "mortgagee" or words of similar
import shall include a mortgagee of a mortgage or a beneficiary of a deed of
trust.

          31.6.2  The term "laws and requirements of any public authorities" and
words of similar import shall mean laws and ordinances of any or all of the
federal, state, city, town, county, borough and village governments and rules,
regulations, orders and directives of any and all departments, subdivisions,
bureaus, agencies or offices thereof, and of any other governmental, public or
quasi-public authorities having jurisdiction over the Building and/or the
Premises, and the direction of any public officer pursuant to law, whether now
or hereafter in force.

          31.6.3  The term "requirements of insurance bodies" and words of
similar import shall mean rules, regulations, orders and other requirements of
the Oregon Surveying and Rating Bureau and/ or any other similar body performing
the same or similar functions and having jurisdiction or cognizance over the
Building and/or the Premises, whether now or hereafter in force.

          31.6.4  The term "Tenant" shall mean Tenant herein named or any
assignee or other successor in interest (immediate or remote) of Tenant herein
named, which at the time in question is the owner of Tenant's estate and
interest granted by this Lease; but the foregoing provisions of this subsection
shall not be construed to permit any assignment of this Lease or to relieve
Tenant herein named or any assignee or other successor in interest (whether
immediate or remote) of Tenant herein named from the full and prompt payment,
performance and observance of the covenants, obligations and conditions to be
paid, performed and observed by Tenant under this Lease.

          31.6.5  The term "Land" shall mean the real property lot or parcel
upon which the Building is located including without limitation parking areas,
landscaped areas, walkways, driveways, sidewalks and curbs.

          31.6.6  The term "Landlord" shall mean only the owner at the time in
question of the Building or of a lease of the Building, so that in the event of
any transfer or transfers of title to the Building or of Landlord's interest in
a lease of the Building, the transferror shall be and hereby is relieved and
freed of all obligations of Landlord under this Lease accruing after such
transfer and assumption by such transferee, and it shall be deemed without
further agreement that such transferee has assumed and agreed to perform and
observe all obligations of Landlord herein during the period it is the holder of
Landlord's interest under this Lease.

          31.6.7  The term "herein," "hereof" and "hereunder," and words of
similar import, shall be construed to refer to this Lease as a whole, and not to
any particular Section, unless expressly so stated.

          31.6.8  The term "and/or" when applied to two or more matters or
things shall be construed to apply to any one or more or all thereof as the
circumstances warrant at the time in question.

          31.6.9  The term "person" shall mean natural person or persons, a
partnership, a

30 -- LEASE AGREEMENT
<PAGE>

corporation and any other form of business or legal association or entity.

     31.7 EFFECT OF EXPIRATION:  Upon the expiration or other termination of
this Lease, neither party shall have any further obligation or liability to the
other except as otherwise expressly provided in this Lease and except for such
obligations as by their nature or under the circumstances can only be, or by the
provisions of this Lease, may be, performed after such expiration or other
termination and in any event, unless otherwise expressly provided in this Lease,
any liability for a payment (including, without limitation, Additional Rent
herein) which shall have accrued to or with respect to any period ending at a
time of expiration or other termination of this Lease shall survive the
expiration or other termination of this Lease.

     31.8 EXCAVATION:  If an excavation shall be made upon land adjacent to or
under the Building, or shall be authorized to be made, Tenant shall afford to
the person causing or authorized to cause such excavation, license to enter the
Premises for the purpose of performing such work as said person shall deem
necessary or desirable to preserve and protect the Building from injury or
damage and to support the same by proper foundations, and without reducing or
otherwise affecting Tenant's obligations under this Lease.

     31.9 UNION CONTRACTS:  Following notice from Landlord of any union
contracts affecting the Land or the Building, Tenant agrees that the exercise of
its rights pursuant to the provision of Section 12 or of any other provisions of
this Lease or the Exhibits hereto shall not be done in a manner which would
violate such union contracts, nor create any lawful work stoppage, picketing,
labor disruption or dispute or any interference with the business of Landlord or
any tenant or occupant of the Building.

     31.10  PRORATIONS:  Any apportionments or prorations of Base Rent or
Additional Rent to be made under this Lease shall be computed on the basis of a
three hundred sixty (360) day year, with twelve (12) months of thirty (30) days
each.

     31.11  GOVERNING LAW:  Regardless of the place of execution or performance,
this Lease shall be governed by and construed in accordance with the laws of the
State of Oregon. If any provision of this Lease or the application thereof to
any person or circumstances shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Lease and the application of that
provision to other persons or circumstances shall not be affected but rather
shall be enforced to the extent permitted by law. The table of contents,
captions, heading and titles in this Lease are solely for convenience or
reference and shall not affect its interpretation. Each covenant, agreement,
obligation or other provision of this Lease to be performed by Landlord or
Tenant, shall be deemed and construed as a separate and independent covenant of
Landlord or Tenant, as applicable, not dependent on any other provision of this
Lease. All terms and words used in this Lease, regardless of the number or
gender in which they are used, shall be deemed to include any other number and
any other gender as the context may require. Time is of the essence of this
Lease and all of its provisions.

     31.12  LIGHT, AIR AND VIEW:  Any diminution or shutting off of light, air
or view by any structure which may be erected on lands adjacent to or near the
Building shall in no way affect this Lease or impose any liability on Landlord,
except that Landlord agrees that no additional buildings shall be constructed on
the Land.

     31.13  TENANT REPRESENTATIONS:  If Tenant is a corporation, each person
executing this Lease on behalf of Tenant does hereby covenant and warrant that:

31 -- LEASE AGREEMENT
<PAGE>

          31.13.1   Tenant is duly incorporated and validly existing under the
laws of its state of incorporation, and, if such corporation is existing under
the laws of a jurisdiction other than Oregon, qualified to transact business in
Oregon;

          31.13.2   Tenant has full corporate right and authority to enter into
this Lease and to perform all Tenant's obligations hereunder; and

          31.13.3   Each person (and both of the persons if more than one signs)
signing this Lease on behalf of the corporation is duly and validly authorized
to do so.

     31.14  DEFINED TERMS:  Words capitalized other than as the first word of a
sentence are defined terms and have the meaning, throughout this Lease, given to
them when they are first used with an initial capital or when used in quotation
marks .

     31.15  COUNTERPARTS:  This Lease may be executed in one or more
counterparts by separate signature, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument, binding
on all parties hereto, even though all parties are not signatories to the
original or to the same counterpart. Any counterpart of this Lease that has
attached to it separate signature pages, which together contain the signatures
of all parties, shall for all purposes be deemed a fully executed instrument,
and in making proof of this Lease, it shall not be necessary to produce or
account for more than one such counterpart.

     31.16  COSTS AND ATTORNEY FEES:

          31.16.1   NO SUIT OR ACTION FILED.  If this Lease is placed in the
hands of an attorney due to a default in the payment or performance of any of
its terms, the defaulting party shall pay, immediately upon demand, the other
party's reasonable attorney fees, collection costs even though no suit or action
is filed thereon, and any other fees or expenses incurred by the nondefaulting
party.

          31.16.2   ARBITRATION OR MEDIATION; TRIAL AND APPEAL.  If any
arbitration, mediation, or other proceeding is brought in lieu of litigation, or
if legal action is instituted to enforce or interpret any of the terms of this
Lease or if legal action is instituted in a Bankruptcy Court for a United States
District Court to enforce or interpret any of the terms of this Lease, to seek
relief from an automatic stay, to obtain adequate protection, or to otherwise
assert the interest of Landlord in a bankruptcy proceeding, the party not
prevailing shall pay the prevailing party's costs and disbursements, the fees
and expenses of expert witnesses in determining reasonable attorney fees
pursuant to ORCP 68, and such sums as the court may determine to be reasonable
for the prevailing party's attorney fees connected with the trial and any appeal
and by petition for review thereof.

          31.16.3   DEFINITIONS.  For purposes of this Lease, the term attorney
fees includes all charges of the prevailing party's attorneys and their staff
(including without limitation legal assistants, paralegals, word processing, and
other support personnel) and any post-petition fees in a bankruptcy court.  For
purposes of this Lease, the term fees and expenses includes but is not limited
to long-distance telephone charges; expenses of facsimile transmission; expenses
for postage (including costs of registered or certified mail and return
receipts), express mail, or parcel delivery; mileage and all deposition charges,
including but not limited to court reporters' charges, appearance fees, and all
costs of transcription; and costs incurred in searching records and obtaining
reports.

32 -- LEASE AGREEMENT
<PAGE>

     31.17  EFFECT OF FAILURE TO CONSENT:  The parties acknowledge that the
obligation of good faith and fair dealing generally applies to this Lease
requiring each party to act reasonably except to the extent explicitly and
specifically provided otherwise in this Lease. If either party unreasonably
withholds or conditions a requested consent or demands payment of an
unreasonable sum, the other party shall not be entitled to any damages for the
unreasonableness, it being intended that the sole remedy shall be to proceed as
if the unreasonable party had responded reasonably.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of
the date and year first above written.

LANDLORD                               TENANT

TIGARD TRIANGLE I, LLC                 ORCAD, INC.

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

33 -- LEASE AGREEMENT
<PAGE>

                                  EXHIBIT A.

                                LEASE AGREEMENT


                          Legal Description for Land




EXHIBIT A, 1 - Legal Description for Land
<PAGE>

                                  EXHIBIT B.

                                LEASE AGREEMENT


                          Floor Plan for the Building




EXHIBIT B, 1 - Floor Plan for the Building
<PAGE>

                                  EXHIBIT C.

                                WORK AGREEMENT


SECTION 1  TENANT IMPROVEMENTS PROVIDED BY LANDLORD:
---------  -----------------------------------------

Landlord shall construct and provide an approximately 121,000 rentable square
foot, floors one through five, five-story office building shell with one level
of storage/fitness center space on a lower level of approximately 10,000 square
feet.  Landlord agrees to provide the following building improvements (the
"Landlord Improvements") in the base building office shell (excluding storage
and fitness center space unless otherwise indicated below) in accordance with
the final shell plans and specifications (the "Shell Plan") which shall be based
upon the Building General Description attached as Annex A to this Work
Agreement, which may be further amended; however, no material changes shall be
made without Tenant's prior written approval, which approval shall not be
unreasonably withheld, conditioned or delayed.

     1.1  All exterior doors;

     1.2  One (1) each of men's and women's restrooms located on each floor
shall be finished as follows:  2 porcelain water closets, 2 porcelain urinals,
and 2 porcelain sink fixtures in each men's restroom; and 3 porcelain water
closets and 2 porcelain sink fixtures in each women's restroom, plus 1 water
fountain on each floor.  Each restroom shall include ceramic floor tiles and 4"
ceramic tile wet walls to 6' installed; all other wall surfaces to be painted
gypboard or gypboard with vinyl wall covering; ceilings to be suspended
acoustical ceiling tiles.  Restrooms shall comply with applicable ADA
requirements as of the Date of Lease Execution.

     1.3  Telephone and janitorial closets, one each per floor;

     1.4  First floor main lobby including "monument type" stair to the second
floor complete with all Class A finishes installed therein;

     1.5  Second, third, fourth, and fifth floor lobbies ready for tenant
finishes with sheetrock installed and taped but no other finishes, except for
multi-tenant floors which shall have building standard lobby finishes;

     1.6  All exterior walls furred and insulated;

     1.7  Building electrical service is sized at 2400 amps at 480/277 volts and
is distributed to the main distribution panel located in the electrical room in
the building sized to provide service to Tenant based on one 20 amp circuit for
five employees per 1,000 rentable square feet.  Electrical service is
distributed through the building via a 1600 amp vertical bus to electrical rooms
located on each floor.  Electrical rooms on each floor shall be equipped with
one 200 amp 480/277 volt panel, one 75 kva transformer, and one two-session 200
amp 120/208 volt panel.  Electrical power will be provided to the elevators,
HVAC system as provided in Section 1.8 herein, lighting at all common areas,
including restrooms and two exit stairwells, exterior building and site lighting
including surface parking areas as required by applicable building codes, but
excluding the lower level fitness center;

     1.8  Building heating ventilating and air conditioning system (HVAC)
consisting of  250 ton variable air volume (VAV) rooftop units, and building
standard quantity VAV boxes installed

EXHIBIT C, 1 - Work Agreement
<PAGE>

on each floor. This system shall be installed to and including the VAV terminal
units and include a direct digital control system with basic programming and
room sensors. Downstream ductwork and customization of control system and
programming shall be excluded. The system shall be designed to accommodate load
calculations based on 150 square feet per person with winter design
temperatures -outside 10 degrees Fahrenheit/inside 75 degrees Fahrenheit, summer
design temperatures - outside 95 degrees Fahrenheit/inside 75 degrees
Fahrenheit, and outside air ventilation at 20 cfm/person based on occupancy of
150 square feet per person. Design basis for VAV zones include interior zones at
1/1500 square feet average and exterior zones at 1/700 square feet average;

     1.9  2 x 4 suspended acoustical ceiling grid installed;

     1.10 Wet fire sprinkler system installed with plugged tees for future
downheads and smoke detection;

     1.11 Building standard 2 x 4 second look tegular ceiling tiles in building
standard quantities, purchased and inventoried, uninstalled on the floor;

     1.12 Light fixtures to include building standard quantity (based upon 1
fixture per each 100 square feet) 2 x 4, 3 lamp, 18 cell parabolic light
fixtures with single electronic ballast and T-8 lamps which shall be purchased
and inventoried on the floor slab, uninstalled;

     1.13 Traffic impact fees included in the building shell, but excluding
system development charges and traffic impact fees attributable to the lower
level fitness center;

     1.14 Three (3) elevators consisting of two (2) 3,000 lbs., and one (1)
3,500 lbs. traction elevators shall be installed.  Elevator cab finishes shall
be of Class A office standards.

     1.15 Storage space improvements by Landlord shall include freeze
protection, code required ventilation, code required fluorescent strip tube
lighting, 1 electrical outlet per 200 square feet, 1 light switch per 1,000
square feet, and construction of common area corridors on the lower level.  All
additional improvements on the lower level for Tenant's fitness center will be
at Tenant's expense.

     1.16 Electronic cardkey access security system installed on all building
exterior doors and elevators.

     1.17 Site modifications to accommodate a basketball and volleyball court
combination (non-regulation size, approximately  30' x 60' in size).  All above
ground improvements including at grade surfaces and equipment shall be paid by
Tenant per Section 2.  The space to be occupied by these improvements shall be
deducted from Tenant's parking allowance in the Basic Lease Information.

SECTION 2  ADDITIONAL TENANT IMPROVEMENTS AT TENANT'S EXPENSE:
---------  ---------------------------------------------------

     All other improvements required or requested by Tenant, including but not
limited to, those related to the interior improvements within the Premises
(including costs for all signage, permits, governmental fees, and architectural
and engineering fees), (the "Additional Improvements"), which are not listed in
Section 1 shall be constructed by Landlord and paid for as follows:  Tenant
shall pay the costs and expenses of the Additional Improvements to the extent
not covered by the Tenant Improvement Allowance described in Section 3 below.
Tenant payments for Additional

EXHIBIT C, 2 - Work Agreement
<PAGE>

Improvements shall be paid within fifteen (15) days of receipt of invoice from
Landlord as follows: (a) 20% prior to the commencement of construction of the
building, (b) 40% within five (5) months after commencement of construction of
the building, and (c) 40% within ten (10) days of the Commencement Date, except
for reimbursement of architect and consultant fees over and above the $2.00 per
square foot space planning allowance and deposits or prepayments required for
specially ordered items, which shall be reimbursed by Tenant on a monthly basis.
Contractor's profit and overhead for the initial improvements constructed by
Landlord shall not exceed 4.5%, general conditions shall not exceed 5%, and
insurance shall not exceed .5%. Notwithstanding the foregoing, Tenant shall have
the right, upon notice to Landlord and in accordance with Section 7, hereof, to
construct removable office type furniture or cabinetry or to install low voltage
wiring to be paid for by Tenant per Section 3.2. Tenant shall also have the
right to select an independent vendor for its phone and data work and the
fitness center in the lower level, separate from tenant improvement work or any
work performed by Landlord, but subject to the restrictions of section 7.1. If
Tenant elects to so proceed, Tenant shall indemnify and hold Landlord completely
free and harmless from all damages, claims or actions arising from or claimed by
reason of Tenant's or its contractor's work in the Building and shall not
interfere with work of Landlord's general contractor.

SECTION 3  TENANT IMPROVEMENT ALLOWANCES PROVIDED BY LANDLORD:
---------  ---------------------------------------------------

     3.1  Allowances:  Landlord agrees to provide an allowance equal to  $22.00
per each rentable square foot leased by Tenant, excluding storage space and the
fitness center, of which $20 is the for tenant improvements including, but not
limited to, permits and governmental fees, and all costs of construction as
determined by Landlord's General Contractor, (hereafter the "Project
Contractor") pursuant to Section 4.3 herein, and $2.00 is for space planning and
related consultants (hereafter the "Tenant Improvement Allowance") for all costs
associated with the design and construction of Additional Improvements.

     3.2  Application:  Each dollar allowance may be applied to any Additional
Improvement item.  Tenant may apply up to $1.00 per square foot of any unused
Tenant Improvement Allowance not used to the cost for data, telecom, and low
voltage wiring.  Any amount of Tenant Improvement Allowance not used shall be
applied to a credit against future Rent payable.

     3.3  Storage Space:  There shall be no tenant improvement allowance for any
leased storage space or the fitness center.

SECTION 4  DESIGN OF ADDITIONAL IMPROVEMENTS:
---------  ----------------------------------

     4.1  CDP Preparation:  Tenant and/or its design consultants, (the "Tenant's
Architect"), shall prepare a construction document package (hereafter the "CDP")
consisting of a detailed floor plan and Tenant's supplemental specifications in
accordance with Section 4.1.1 herein.  By March 16, 1998, Landlord will provide
Tenant with each of the following in a form sufficient to prepare the CDP:  site
plan, floor plans, base shell building mechanical and electrical plans, exterior
elevations, sections, and window details.  The CDP shall be completed and
submitted to Landlord for Landlord's approval pursuant to this Section 4 by May
4, 1998.

          4.1.1  The CDP shall depict all Additional Improvements to the
Premises and shall include all construction information, which shall be in
sufficient detail to obtain any and all required building permits and for the
Project Contractor to use for bidding and construction purposes, which shall
include, but not be limited to plans, specifications, information and schematics
for:

EXHIBIT C, 3 - Work Agreement
<PAGE>

          4.1.2   All electrical requirements, including but not limited to
locations and specifications of all equipment requiring electrical service.
Landlord and Tenant agree that locations and specifications for electrical
receptacles, outlets and Tenant's electrical equipment shall be included with
the CDP.

          4.1.3  Any special mechanical system requirements including
specifications for any equipment requiring plumbing or mechanical systems.
Landlord and Tenant agree that the design of the mechanical system shall be
included with the CDP.

          4.1.4  Any special engineering design requirements including areas, as
specified by Tenant pursuant to this Work Agreement, subject to above-normal
load capacities to accommodate heavy equipment or other weights exceeding the
design capacity of the slab of 70 pounds per square foot (50 pounds per square
foot live load and a 20 pound per square foot partition load) or any
concentrated load in excess of 2000 pounds, or other areas requiring special
capacities, openings or other considerations affecting the structural framework
of the Building.

          4.1.5  All interior finish items, treatments, and build-outs to the
Premises including but not limited to electrical, mechanical, millwork, carpet,
paint, wall finishes, ceiling treatments, and lighting.

          4.1.6  All specifications for voice, data systems, any Tenant security
system and furniture including locations and specifications for telephone and
computer system equipment.  Landlord and Tenant agree that the final design,
including specific locations for voice and data receptacles, outlets and
Tenant's equipment shall be completed by Tenant and submitted on the same date
as the CDP.

     4.2  CDP Approval:  Submission of the CDP to Landlord shall constitute
Tenant's approval of such for bidding and permitting purposes, subject to any
additions or deletions requested by Tenant, and also subject to Landlord's
approval.  Landlord shall approve or disapprove, with clearly identified and
reasonable objections, the CDP in writing within five (5) business days after
receiving the CDP from Tenant.  The CDP must be approved by Landlord before
Landlord will proceed to obtain building permits, commence bidding the CDP, or
commence construction of the Additional Improvements.

     4.3  CDP Statement:  Within twenty-one (21) business days following
approval of the CDP by Landlord, Landlord shall provide Tenant a statement (the
"Statement") of the costs, as determined by Landlord, of the Additional
Improvements as depicted in the approved CDP, including, but not limited to, all
space planning, architectural and engineering fees, permits and governmental
fees, and all construction costs as determined by Landlord and the Project
Contractor and that portion of the costs, if any, for which Tenant will be
responsible under the terms of this Work Agreement, but excluding those costs
paid for directly by Tenant.  All costs will be available to Tenant on an "open
book" basis for Tenant's review.  The Statement must be approved by Tenant, in
writing, within five (5) business days of receipt from Landlord, subject to any
additions or deletions requested by Tenant, which Tenant shall have the right to
make, before the Landlord will commence construction of the Additional
Improvements.  Unless Tenant approves of the Statement in writing within five
(5) days of its delivery, the Statement will be deemed disapproved by Tenant
which, in the case of a Tenant disapproval, shall be considered a Tenant Delay
pursuant to Section 8.  Any delay in completion caused by Tenant resulting from
delay of CDP preparation, Tenant's  approval of the CDP Statement, or changes to
the CDP or CDP Statement and/or resulting permitting delays resulting from any
of the foregoing beyond June 22, 1998, shall be deemed a

EXHIBIT C, 4 - Work Agreement
<PAGE>

Tenant Caused Delay as defined in Section 8 herein.

SECTION 5  CONSTRUCTION:
---------  -------------

     5.1  Authorization to Proceed:  Tenant's submission of the CDP and Tenant's
written approval of the CDP Statement shall constitute Tenant's authorization to
complete the Premises in accordance with the CDP.  In the absence of such
written authorization, Landlord shall not be obligated to commence work on the
Additional Improvements on or in the Premises.  Landlord shall complete the
construction of the Additional Improvements as soon as reasonably possible given
the overall construction schedule for the Premises and the Project after the
approval of the CDP and the CDP statement  is given by the Tenant.

     5.2  Interior Finish Items:  Selection of any interior finishes, such as
wall paint colors, wall coverings, fixtures, carpet and any or all other
interior finish items required by Tenant in the design and construction of the
Additional Improvements shall be made in writing within ten (10) business days
of notice from Landlord requiring that such selections shall be made.  If the
cost of the selected finish items will exceed the original estimated cost for
such item in the Statement, Landlord will advise Tenant of the increased cost
and Tenant will have five (5) business days to provide written approval of such
increased cost or requested changes therein.

     5.3  Completion:  Landlord's contractor shall complete Tenant Improvements
in accordance with Tenant's approved CDP.

     5.4  Commencement Date.  The Commencement Date of the Lease shall be as
described in Section 1.3 of the Lease.  Tenant shall be allowed by Landlord to
enter upon the Premises approximately 90 days prior to the Commencement Date for
inspection, and preparation for installation of Tenant's phone, data and other
long lead items, and for installation of furniture, fixtures, and equipment
("FF&E") and provided for in Section 7 herein.  Tenant will make final
electrical connections to Tenant's FF&E at Tenant's expense.  Following
substantial completion, Project Contractor shall complete punchlist items and
Tenant shall make final electrical and mechanical connections as may be required
for the installation of Tenant's FF&E.  Any delays in completion resulting from
Tenant or Tenant's vendors installations of FF&E shall be a Tenant Caused Delay
and at Tenant's sole cost pursuant to Section 8 herein.  Tenant's access to the
Premises for installation of low-voltage systems or FF&E prior to the
Commencement Date  shall be suspended in the event said access shall interfere
with completion of the Premises by Landlord.  A Certificate of Substantial
Completion shall not be conditioned upon issuance of a temporary occupancy
permit, if such a permit is unavailable, in the determination of the Project
Architect, solely because of exposed wiring or other conditions caused or
required by Tenant's installation of Tenant's FF&E on any other Tenant-caused
delays.

     5.5  Acceptance of Premises:  Within two (2) business days following notice
from Landlord to Tenant indicating substantial completion, and, at Landlord's
election, before Tenant's installation of FF&E and/or occupancy, Landlord and
Tenant shall conduct a joint inspection of the Premises during which they shall
develop a mutually agreeable punchlist of items to be completed by Landlord
following issuance of a Certificate of Substantial Completion by the Project
Architect.  Tenant's installation of FF&E or occupancy of the Premises, or if
Tenant does not install FF&E or occupy, then five (5) days following issuance of
such Certificate shall be deemed to constitute Tenant's acceptance of the
Premises and acknowledgment by Tenant that Landlord has fully complied with its
obligations hereunder to construct and deliver the Premises to Tenant, except
for the punchlist items, which shall be completed by Landlord within a
reasonable time thereafter with Landlord using diligent efforts to complete the
punchlist items.  Landlord shall have the right to

EXHIBIT C, 5 - Work Agreement
<PAGE>

enter the Premises to complete or repair any such punchlist items and entry by
Landlord, its agents, servants, employees or contractors for such purpose shall
not constitute an actual or construction eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of rent or relieve Tenant of any
of its obligations under this Lease, or impose any liability upon Landlord or
its agents, servants, employees or contractors, so long as the punchlist items
do not prevent Tenant from conducting its business. Landlord shall advise Tenant
in advance of its punchlist work schedule.

     5.5.1  Resolution of Disputes:  The opinion in writing of the Project
Architect shall be binding on both Landlord and Tenant respecting all matters of
dispute regarding the work of Landlord and Tenant, including the state of
completion and whether or not work is completed in a good and workmanlike
manner.  Any dispute regarding the existence of an alleged Tenant Caused Delay
or its impact on substantial completion of the Building and Tenant Improvements
will be resolved in the following manner:

          5.5.1.1  The dispute will first be submitted in writing to the
     Project Architect for a proposed resolution, which will be rendered within
     10 business days of request by either party.

          5.5.1.2  Should either party object to the proposed resolution from
     the Project Architect, the objecting party will submit a list of two
     architects with commercial office construction experience to the other
     party for selection, within 3 business days, of an independent architect to
     render a decision regarding the disputed Tenant Caused Delay issue. Each
     party shall have ten business days after selection of the independent
     architect to submit written materials regarding the matter in dispute, and
     each party shall then have three business days to respond in writing. Based
     upon the information so submitted, and any investigation the independent
     architect deems necessary, the independent architect shall render a
     decision regarding the disputed Tenant Caused Delay issue, which decision
     shall be final and binding on both Landlord and Tenant. The non-prevailing
     party in any such dispute will be responsible for the fees payable to the
     independent architect relating to the dispute, not to exceed $2500. The
     independent architect shall have no authority to assess monetary damages,
     if any, which may be claimed as a result of any Tenant Caused Delay.

     5.6  SUMMARY OF THE SCHEDULE.  Attached as Annex B to this Exhibit C is a
chart summarizing the timing of events regarding this Work Agreement.  In the
event of any conflict between the provisions of this Work Agreement and the
provisions of Annex B, the terms of this Work Agreement shall control.

SECTION 6  FIELD CHANGE ORDERS:
---------  --------------------

     6.1  Change Order Procedure:  If Tenant shall request any change in the
Tenant approved CDP as specified in Section 4.2 herein or the interior finish
items selected pursuant to Section 5.2 herein, Tenant shall cause the Tenant's
Architect to prepare  plans and specifications for such and a proposed field
change request ("FCR") as soon as reasonably possible thereafter.  Upon receipt,
Landlord shall approve (approval not to be unreasonably withheld) or disapprove
said FCR within five (5) business days, and if approved, shall promptly and
diligently prepare and deliver a proposed change estimate  ("CE") which shall
set forth the estimated Tenant Caused Delay, if any, and the estimated cost of
the changes, excluding those paid directly by Tenant, but including and not
limited to construction costs, architectural fees, any related consultant's fees
or costs, permit or other fees, which cost shall be added to or deleted from, as
the case may be, the Statement as specified in Section 4.3 herein, and paid as
provided in Section 2 herein, however, Landlord shall

EXHIBIT C, 6 - Work Agreement
<PAGE>

charge an administrative fee for said CE equal to 5% of the cost related to the
FCR. Tenant shall have five (5) business days after receipt to approve the CE in
writing. If the CE is approved later than the time specified, it shall
constitute a Tenant Caused Delay if it causes a delay in delivery of the
Premises by the Scheduled Commencement Date. The proposed CE shall be effective
only when signed by both the Landlord and the Tenant. Landlord shall not be
obligated to proceed with any work which would be affected by a proposed CE
until it is effective.

     6.2  Tenant Responsibilities:  Even if Tenant fails to approve the proposed
CE, Tenant shall be responsible for the cost of preparing any plans and
specifications for the proposed CE.  The actual cost, including design and
construction, of any CE shall be either charged against Tenant's Tenant
Improvement Allowance pursuant to Section 3, or in the event said Tenant
Improvement Allowance has been exceeded, paid by Tenant within fifteen (15) days
of receipt of invoice from Landlord.

SECTION 7  IMPROVEMENTS CONSTRUCTED BY TENANT:
---------  -----------------------------------

If any work is to be performed in addition to or concurrently with the
Additional Improvements on or about the Premises by Tenant or Tenant's
contractors or vendors, then the following shall apply:

     7.1  Landlord's Approval:  Such work shall not proceed until Landlord's
written approval, not to be unreasonably withheld or delayed, has been provided
for each of the following items:  (a) Tenant's contractor; (b) public liability
and property damage insurance carried by Tenant or its contractor; and (c)
schematic plans and specifications for such work.  The detailed construction
plans and specifications shall be prepared at Tenant's expense based upon the
schematic plans and specifications.  Landlord shall provide its approval or
disapproval within ten (10) business days of Tenant providing Landlord written
request of the work and the above items.  All such work shall be done in strict
conformity with such detailed construction plans and specifications (subject to
field change orders prepared and approved in the manner specified in Section 6
above).  Upon completion, Tenant shall provide Landlord a full set of as-built
construction documents depicting the improvements as they are actually built.
Any work requiring modifications to structural, plumbing, mechanical or
electrical systems shall be completed by the Project Contractor or such other
contractors or subcontractors as may be selected by Landlord.

     7.2  Permits:  All work shall be done in conformity with a valid building
permit (obtained at Tenant's expense), a copy of which shall be furnished to
Landlord before such work is commenced, and in any case, all such work shall be
performed in accordance with all applicable governmental regulations at Tenant's
sole expense. Notwithstanding any failure by Landlord to object to any such
work, Landlord shall have no responsibility for Tenant's failure to meet all
applicable regulations regarding the design, work, or installation of Tenant
installed improvements or usage thereof.

     7.3  Coordination:  All work by Tenant or Tenant's contractor shall be
scheduled through Landlord.  Tenant or Tenant's contractor shall arrange for
necessary utility, hoisting and elevator service with Landlord or Project
Contractor and shall pay such reasonable charges for such services as may be
charged by Landlord or Project Contractor.  Landlord shall not be responsible
for delays or additional costs, if any, caused by Tenant's installations which
shall be deemed Tenant Caused Delays, as specified in Section 8 herein.
Tenant's work shall not interfere with or disturb any of the tenants in the
building.

     7.4  Manner of Entry:  Tenant's entry to the Premises for any purpose,
including without limitation, inspection or performance of Tenant construction
by Tenant's agents, prior to the

EXHIBIT C, 7 - Work Agreement
<PAGE>

Commencement Date as specified in the Basic Lease Information shall be at such
times as are approved by Landlord and subject to all the terms and conditions of
the lease, except the payment of Rent. Tenant's entry shall mean entry by
Tenant, its officers, contractors, licensees, agents, servants, employees,
guests, invitees, or visitors. Landlord shall not be responsible for delays or
additional costs, if any, caused by Tenant's installations which shall be deemed
Tenant Caused Delays pursuant to Section 8 herein.

     7.5  Faulty Work:  Following written notice from Landlord regarding faulty
work, Tenant shall promptly and diligently repair such work so as not to impede
completion of the Building.  If Tenant fails to do so, Landlord may make such
corrections and Tenant shall promptly reimburse Landlord upon demand for any
extra expense incurred by the Landlord by reason of faulty work done by Tenant
or its contractors or by reason of any delays caused by such work, or by reason
of inadequate cleanup.

     7.6  Performance of the work.  All such work shall be scheduled through
Landlord and shall be performed in a manner and at times which do not impede or
delay any work on the Premises being performed by Project Contractor.  Landlord
shall not be responsible for delays in completion or costs resulting from
Tenant's failure to comply with these terms which shall be deemed a Tenant
Caused Delay pursuant to Section 8 herein.

SECTION 8  TENANT CAUSED DELAYS:
---------  ---------------------

     8.1  Delays in completion of the Building, Tenant Improvements or
Additional Improvements by Landlord or Tenant caused by Tenant including, but
not limited to any of the following, shall constitute delays caused by Tenant
("Tenant Caused Delays"):

          8.1.1  Tenant's failure to comply with any timelines or to provide
approvals or information as provided herein;

          8.1.2  Delays in delivery of non-building standard materials requiring
long lead times.  Landlord will identify any long lead time items when and as
discovered by Landlord and allow Tenant to make substitutions;

          8.1.3  Tenant's failure to timely select and approve interior finish
items when they cause delay in the delivery of the Premises by the Scheduled
Commencement Date;

          8.1.4  Tenant's failure to timely inspect the Premises and develop a
punchlist of items to be completed by Landlord;

          8.1.5  Tenant's FCR's if they delay delivery of the Premises by the
Scheduled Commencement Date;

          8.1.6  Improvements constructed by Tenant if they delay delivery of
the Premises by the Scheduled Commencement Date;

          8.1.7  Installation of furnishings, fixtures, equipment or component
parts or wiring associated therewith if it delays delivery of the Premises by
the Scheduled Commencement Date;

          8.1.8  Tenant's failure to make timely payment as required in Sections
2 and 6 of this agreement;

EXHIBIT C, 8 - Work Agreement
<PAGE>

          8.1.9  Tenant's failure to provide the CDP as provided in Section 4,
any delays resulting from inaccurate or incomplete construction information
and/or specifications in the CDP;

          8.1.10  Tenant's failure to comply with any term, provision or
agreement hereunder when they cause delay in the delivery of the Premises by the
Scheduled  Commencement Date.  Tenant Caused Delays shall not result in the
abatement of Rent or delay the Scheduled Commencement Date.  Tenant shall be
responsible for all additional costs, including without limitation Tenant's
Architect and Tenant's Contractor fees, resulting from conduct described in this
Section 8 and shall be charged pursuant to Section 2; and

     8.2  In the event of Tenant Caused Delay, Landlord shall notify Tenant in
writing within five (5) business days after becoming aware of a matter which
Landlord deems could result in a Tenant Caused Delay.  Landlord and Tenant will
each use reasonable efforts to mitigate the effects of any delay.  Each Landlord
notice of delay to Tenant under this section will include Landlord's good-faith
estimate of the delay in the Commencement Date which will be attributable to the
event identified in such notice.  In the event of a change in Landlord's
estimate of the resulting delay, Landlord will provide Tenant with an amended
notice of delay reflecting the revised estimate of delay in the Commencement
Date.  Unless Tenant objects in writing within five business days of delivery of
Landlord's notice of delay (including any amended notice of delay), Tenant shall
have conclusively accepted the amount of the Tenant Caused Delay estimated in
such notice, to the extent such delay actually occurs.  Should Tenant object in
writing to the estimated delay in any notice from Landlord, either party may
submit the dispute for determination in accordance with Section 5.5.1 of this
Exhibit C.

SECTION 9  GENERAL CONDITIONS:
---------  -------------------

     9.1  Remedies:  If the Tenant causes any delay (as determined pursuant to
Section 8 above) in the delivery of the Premises beyond the  Scheduled
Commencement Date pursuant to the Lease, then Tenant's obligation to pay rent
shall commence on the Scheduled Commencement Date, as extended under the Lease
for delays other than Tenant Caused Delays.  Notwithstanding any Tenant Caused
Delays, Landlord shall be obligated to deliver finished space ready for
occupancy as soon as practically possible, so long as Tenant complies with its
obligations under this Work Agreement.  Except for requiring payment of rent as
provided in this Exhibit C and the Lease, Landlord shall have no claim for
consequential damages arising from the first thirty days' delay in completion of
the Building or Premises which result from Tenant Caused Delays.  Except for
this limitation, Landlord shall have all remedies available under applicable law
for any provable damages arising from Tenant Caused Delays which delay
completion of the Building or Premises.

     9.2  Indemnity:  Tenant shall indemnify and hold harmless Landlord, Project
Architect and Project Contractor from and against any and all claims, losses,
liabilities, and expenses (including without limitation attorneys' fees) arising
out of or in any way related to the activities of Tenant's contractors (and any
subcontractors) in the Premises or on the Property.

     9.3  Interest:  Interest shall accrue at the rate of 12% per annum on all
balances which remain due from Tenant to Landlord after the required date for
payment.

     9.4  Construction Fees:  Landlord will not directly or indirectly charge
Tenant any fees over and above the General Contractor's fees and costs related
to the construction of the initial Additional Improvements pursuant to the
approved CDP.

SECTION 10  AUTHORIZED REPRESENTATIVES
----------  --------------------------

EXHIBIT C, 9 - Work Agreement
<PAGE>

Graham Sheldon, Jim Snell, and Mike Bosworth are authorized by Tenant to make
changes, authorize FCR's, and otherwise make binding commitments for and on
behalf of Tenant as it relates to the Additional Improvements.  Written
authorization by any one of the above representatives will indicate Tenant's
binding approval.  Landlords authorized representatives shall be Kelly Saito and
Mark Edlen, who are authorized by Landlord to make changes, authorize FCR's, and
otherwise make binding commitments for and on behalf of Tenant as it relates to
the Additional Improvements.  Written authorization by any one of the above
representatives will indicate Landlord's binding approval.

EXHIBIT C, 10 - Work Agreement
<PAGE>

                           ANNEX A TO WORK AGREEMENT

                                  BUILDING III
                            TRIANGLE CORPORATE PARK
                              GENERAL DESCRIPTION

1.   EXTERIOR BUILDING DESIGN:  The building will be constructed as provided in
the Lease generally in conformance with Exhibit D of the Lease, which depicts
the rendering of the building.  The quality will be equal to or better than the
following Kruse Way projects:  4004 Kruse Way Place, Kruse Woods III, and 4949
Meadows.

     The exterior design elements will include:

     a.   An exterior facade with the main theme to be in an autumn-colored
          brick to compliment the darker colors in Building I and II; a glass
          facade with the color of the glass to be substantially similar to that
          in Buildings I and II which has a light green tint; potential spandrel
          glass elements which are depicted in the rendering as being located
          within, above or below the vision glass, or in substitution for
          spandrel glass, additional brick of the same color as the rest of the
          building; and at the first level and a portion of the second level,
          either painted or architectural pre-cast or site-cast elements which
          would be of a color to match with the base of Buildings I and II.

     b.   There will be a major feature that is a curved element located in the
          center of each the east and west facades composed substantially of
          glass.

     c.   There will be a loading area at the lower level, the basement, which
          is designed to serve as the loading area for the building as well as
          OrCAD's shipping and receiving. This area will be served by a single
          two-man door, as depicted on the site plan.

2.   LOBBY DESIGN:  The lobby design will be completed substantially as shown on
Lease Exhibit B which shows the floor plan for the first and second floors of
the building.  The basic concepts of the design are as follows:

     a.   The physical dimensions of the lobby itself will be as shown in Lease
          Exhibit B2, provided a portion of the covered portico at the entry to
          the lobby may be enclosed.

     b.   The flooring will consist of approximately a 12" stone tile border
          with an inlay of high quality carpet (not to be an oriental carpet
          inlay).

     c.   There will be specialty lighting of a quality equal to or greater than
          that in 4004 Kruse Way Place, however, the design of the lighting will
          be more suited to the overall tone of the lobby itself.

     d.   There will be wood paneling and accents in quantities substantially
          similar to that of 4004 Kruse way Place, except that the paneling
          itself will be a lighter tone (most likely cherry), with color similar
          to that at the Pacific Gas Transmission building lobby.

     e.   OrCAD will be responsible for the completion of the second floor lobby
          and its design, materials, and resulting aesthetics shall be
          substantially similar to that of the ground floor space as described
          above.

EXHIBIT C - Annex A, 1
<PAGE>

                           ANNEX B TO WORK AGREEMENT


                           ORCAD/TRIANGLE PARK LEASE


                           WORK LETTER TIMING CHART


                               PLAN PREPARATION

<TABLE>
<CAPTION>
                                                                                                 RESPONSIBLE
     REFERENCE                                            DATE DUE                               PARTY
------------------------------------------------------------------------------------------------------------
<S>  <C>                                                  <C>                                   <C>
1.   Site plan, floor plans, base shell building          3/16/98                                Landlord
     mechanical and electrical plans, exterior
     elevations, sections, and window details.

2.   Preparation of Construction Document Package (CDP).  5/ 4/98                               Tenant

3.   Approve or disapprove the CDP.                       Five (5) business days after          Landlord
                                                          receiving CDP from Tenant.

4.   Provide Tenant a statement of the costs of           Twenty-one (21) business days         Landlord
     Additional Improvements as depicted in the           following Landlord approved CDP.
     approved CDP.

5.   Statement of costs must be approved in writing.      Five (5) business days after          Tenant
                                                          receipt from Landlord.
</TABLE>

                           INTERIOR FINISH SELECTION
<TABLE>
<CAPTION>
                                                                                                 RESPONSIBLE
     REFERENCE                                            DATE DUE                               PARTY
------------------------------------------------------------------------------------------------------------
<S>  <C>                                                  <C>                                   <C>
1.   Selection of interior finishes in writing.           Ten (10) business days after          Tenant
                                                          Landlord reasonably requests
                                                          selection be made.

2.   If cost of selected finish items exceeds the         Five (5) business days after          Tenant
     original estimated cost for such items, Tenant       Landlord advises Tenant of the
     will provide Landlord with written approval or       increased cost.  Landlord to
     request changes therein.                             promptly and diligently determine
                                                          costs.
</TABLE>

EXHIBIT C - Annex B, 1
<PAGE>

                           INSPECTION AND COMPLETION
<TABLE>
<CAPTION>
                                                                                                 RESPONSIBLE
     REFERENCE                                            DATE DUE                               PARTY
------------------------------------------------------------------------------------------------------------
<S>  <C>                                                  <C>                                   <C>
1.   Tenant may enter premises for inspection and         Ninety (90) days prior to             Tenant
     preparation for installation of phone, data,         Commencement Date
     furniture, fixtures and equipment (FF&E)

2.   Landlord notice that Commencement Date in                                                  Landlord
     approximately sixty (60) days

3.   Joint inspection of Premises to develop a mutually   Two (2) business days following       Tenant and
     agreeable punchlist of items to be completed by      notice from Landlord to Tenant        Landlord
     Landlord following a Certificate of Substantial      indicating substantial completion,
     Completion by the Project Architect                  but in any event prior to Tenant
                                                          taking possession
</TABLE>

                             FIELD CHANGE REQUESTS
<TABLE>
<CAPTION>
                                                                                                 RESPONSIBLE
     REFERENCE                                            DATE DUE                               PARTY
------------------------------------------------------------------------------------------------------------
<S>  <C>                                                  <C>                                   <C>
1.   If Tenant shall request any change to Tenant         As soon as reasonably possible.       Tenant
     approved CDP or interior finish items, Tenant
     shall cause Tenant's Architect to prepare biddable
     and permitable plans and specifications for such
     and a field change request (FCR).

2.   Landlord shall approve or disapprove request for     Five (5) business days after          Landlord
     changes from Tenant of plans, specifications         receipt from Tenant.
     and/or FCR.

3.   If request is approved by Landlord, Landlord shall                                         Landlord
     prepare a proposed change estimate (CE).

4.   Approve the proposed CE in writing                   Five (5) business days after          Tenant
                                                          receipt from Landlord.

5.   If Tenant disapproves of proposed CE, Tenant shall   Thirty (30) days of receipt of        Tenant
     be responsible for costs of preparing plans and      invoice from Landlord, in
     specifications for the proposed CE.                  accordance with Section 2 of
                                                          Exhibit C.
</TABLE>

EXHIBIT C - Annex B, 2
<PAGE>

                       ADDITIONAL IMPROVEMENTS BY TENANT
<TABLE>
<CAPTION>
                                                                                                 RESPONSIBLE
     REFERENCE                                            DATE DUE                               PARTY
------------------------------------------------------------------------------------------------------------
<S>  <C>                                                  <C>                                   <C>
1.   If any work is to be performed in addition to or                                         Tenant
     concurrently with the Additional Improvements by
     Tenant or Tenant's contractors or vendors, Tenant
     must provide Landlord with written request
     including detailed construction plans and
     specifications at Tenant expense based upon the
     schematic plans and specifications.

2.   Landlord must approve or disapprove, in writing,     Ten (10) business days of receipt   Landlord
     Tenant's construction plans and specifications of    of request from Tenant.
     additional work.

3.   In the event of Tenant Caused Delay, Landlord must   Five (5) business days after        Landlord
     notify Tenant, in writing.                           becoming aware of a matter which
                                                          Landlord deems could result in a
                                                          Tenant Caused Delay.
</TABLE>

EXHIBIT C - Annex B, 3
<PAGE>

                                  EXHIBIT D.

                                LEASE AGREEMENT


                Plot Plan, Elevation, and Rendering of Building


                    D, 2 BUILDING III SITE PLAN

                    D, 3 ELEVATION

                    D, 4 RENDERING OF BUILDING

EXHIBIT D, 1 - Plot Plan, Elevation, and Rendering of Building
<PAGE>

                                  EXHIBIT E.

                                LEASE AGREEMENT


                             Rules and Regulations


          1.   The rights of each tenant in the entrances, corridors and
elevators servicing the Building are limited to ingress to and egress from such
tenant's Premises for Tenant and its employees, licensees and invitees, and no
tenant shall use, or permit the use of, the entrances, corridors or elevators
for any other purpose.  No tenant shall invite to the tenant's Premises, or
permit the visit of, persons in such numbers or under such conditions as to
unreasonably interfere with the use and enjoyment of any of the plazas,
entrances, corridors, elevators and other facilities of the Building by any
other tenants.  No tenant shall encumber or obstruct, or permit the encumbrance
or obstruction of any of the sidewalks, plazas, entrances, corridors, elevators,
fire exits or stairways of the Building.  Landlord reserves the right to control
and operate the public portions of the Building and the public facilities as
well as facilities furnished for the common use of the tenants, in such manner
as it in its reasonable judgment deems best for the benefit of the tenants
generally.

          2.   Admission to the Building in certain areas and during certain
hours may be restricted by Landlord by means of access devices such as keys,
entry cards, combination codes and the like.  Landlord may require all persons
admitted to or leaving the Building outside of business hours on business days
to provide appropriate identification, use a designated access device and to
comply with all other Building security requirements.  Tenant shall be
responsible for all persons to whom it issues an access device or discloses an
access code and shall be liable to Landlord for all acts or omissions of such
persons.  Any person whose presence in the Building at any time shall, in the
reasonable judgment of Landlord, be prejudicial to the safety, character or
reputation of the Building or of its tenants may be denied access to the
Building or may be ejected therefrom.  During any invasion, riot, public
excitement or other commotion, Landlord may prevent all access to the Building
by closing the doors or otherwise for the safety of the tenants and protection
of property in the Building.  Each tenant shall pay Landlord a refundable
deposit in an amount reasonably determined by Landlord from time to time for
each access device issued to a tenant.

          3.   Smoking is prohibited at all times in all areas of the Building,
including, but not limited to, offices, rest rooms, corridors, stairwells,
lobbies and elevators.

          4.   No tenant shall obtain or accept for use in its Premises ice,
food, beverages, cleaning or other similar services from any persons reasonably
prohibited in writing from furnishing such services.  Such services shall be
furnished only at such hours, and under such reasonable regulations, as may be
fixed by Landlord from time to time.

          5.   The cost of repairing any damage to the public portions of the
Building, the common areas or the public facilities or to any facilities used in
common with other tenants, caused by a tenant or its employees, agents,
contractors, licensees or invitees, shall be paid by such tenant.

          6.   No awnings or other projections shall be attached to the outside
walls of the Building.  No curtains, blinds, shades or screens, if any, which
are different from the standards adopted by Landlord for the Building shall be
attached to or hung in or used in connection with any exterior window or door of
the Premises of any tenant without the prior written consent of Landlord.  All
tenants with Premises visible from one of the lobbies, or any other public
portion of the Building, shall furnish and maintain the Premises in a first-
class manner, utilizing furnishings and other decorations commensurate in
quality and style with the furnishings and decor in the public portions of the
Building.

EXHIBIT E, 1 - Rules and Regulations
<PAGE>

          7.   No lettering, sign, advertisement, notice or object shall be
displayed in or on the exterior windows or doors, or on the outside of any
tenant's Premises, or at any point inside any tenant's Premises where the same
might be visible outside of such Premises, without the prior written consent of
Landlord which consent may be withheld in Landlord's sole and unfettered
discretion.  In the event of the violation of the foregoing by any tenant,
Landlord may remove the same without any liability, and may charge the expense
incurred in such removal to the tenant violating this rule.  Interior common
area signs, elevator cab designations, and lettering on doors facing common
areas, if and when approved by Landlord, shall be inscribed, painted or affixed
for each tenant by Landlord at the expense of such tenant, and shall be of a
size, color and style acceptable to Landlord.

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

          9.   No showcases or other articles shall be put in front of or
affixed to any part of the exterior of the Building, nor placed in the halls,
corridors or vestibules within any common area.

          10.  No bicycles, vehicles, animals, fish or birds of any kind shall
be brought into or kept in or about the Premises of any tenant or the Building
except in areas designated by Landlord.

          11.  No noise, including, but not limited to, music or the playing of
musical instruments, recordings, radio or television, which, in the judgment of
Landlord, might disturb other tenants in the Building, shall be made or
permitted by any tenant.  Nothing shall be done or permitted in the Premises of
any tenant which would impair or interfere with the use or enjoyment by any
other tenant of any other space in the Building.

          12.  No tenant, nor any tenant's contractors, employees, agents,
visitors or licensees, shall at any time bring into or keep upon the Premises or
the Building any inflammable, combustible, explosive or otherwise dangerous
fluid, chemical or substance, except any fluids or substances used in the
ordinary course of Tenant's business as part of a use permitted under the Lease.

          13.  Additional locks or bolts of any kind which shall not be operable
by the Grand Master Key for the Building shall not be placed upon any of the
doors or windows by any tenant, nor shall any changes be made in locks or
mechanisms thereof which shall make such locks inoperable by said Grand Master
Key.  Additional keys for a tenant's Premises and rest rooms shall be procured
only from Landlord who may make a reasonable charge therefor.  Each tenant
shall, upon the termination of its tenancy, turn over to Landlord all keys of
stores, offices and toilet rooms, either furnished to, or otherwise procured by,
such tenant, and in the event of the loss of any keys furnished by Landlord,
such tenant shall pay to Landlord the cost thereof.

          14.  All removals, or the carrying in or out of any safes, freight,
furniture, packages, boxes, crates or any other object or matter of any
description must take place during such hours and in such elevators, and in such
manner as Landlord or its agent may determine from time to time.  The persons
employed to move safes and other heavy objects shall be reasonably acceptable to
Landlord and, if so required by law, shall hold a Master Rigger's or comparable
license.  Arrangements will be made by Landlord with any tenant for moving large
quantities of furniture and equipment into or out of the Building.  All labor
and engineering costs incurred by Landlord in connection with any moving
specified in this rule, including a reasonable charge for overhead and profit,
shall be paid by Tenant to Landlord, on demand.

          15.  Landlord reserves the right to inspect all objects and matter to
be brought into the Building and to exclude from the Building all objects and
matter which violate any of these Rules

EXHIBIT E, 2 - Rules and Regulations
<PAGE>

and Regulations or the Lease of which this Exhibit is a part. Landlord may
require any person leaving the Building with any package or other object or
matter to submit a pass listing such package or object or matter from the tenant
from whose Premises the package or object or matter is being removed, but the
establishment and enlargement of such requirement shall not impose any
responsibility on Landlord for the protection of any tenant against the removal
of property from the Premises of such tenant. Landlord shall in no way be liable
to any tenant for damages or loss arising from the admission, exclusion or
ejection of any person to or from the Premises or the Building under the
provisions of this Rule or of Rule 2 hereof.

          16.  No tenant shall occupy or permit any portion of its Premises to
be occupied as an office for secretarial or word processing services to third
parties without the prior written consent of Landlord which consent may be
withheld in the sole and unfettered discretion of Landlord.  No tenant shall use
its Premises or any part thereof to be used, for manufacturing or the sale at
retail or auction of merchandise, goods or property of any kind or for the
possession, storage, manufacture, or sale of liquor, narcotics, dope, tobacco in
any form, or as a barber, beauty or manicure shop, or as a school.

          17.  Landlord shall have the right to prohibit any advertising or
identifying sign visible from any common area by any tenant which, in good
faith, Landlord believes will impair the reputation of the Building or its
desirability as a building for others, and upon written notice from Landlord,
such tenant shall refrain from and discontinue such advertising or identifying
sign.

          18.  Landlord shall have the right to prescribe the weight and
position of safes and other objects of excessive weight, and no safe or other
object whose weight exceeds the lawful load for the area upon which it would
stand shall be brought into or kept upon any tenant's Premises.  If, in the
reasonable judgment of Landlord, it is necessary to distribute the concentrated
weight of any heavy object, the work involved in such distribution shall be done
at the expense of the tenant and in such manner as Landlord shall determine.

          19.  No machinery or mechanical equipment other than ordinary portable
business machines may be installed or operated in any tenant's Premises without
Landlord's prior written consent which consent shall not be unreasonably
withheld, conditioned or delayed, and in no case (even where the same are of a
type so excepted or as so consented to by Landlord) shall any machines or
mechanical equipment be so placed or operated as to disturb other tenants, but
machines and mechanical equipment which may be permitted to be installed and
used in tenant's Premises shall be so equipped, installed and maintained by such
tenant as to prevent any disturbing noise, vibration or electrical or other
interference from being transmitted from such Premises to any other area of the
Building.

          20.  Landlord, its contractors, and their respective employees, shall
have the right to use, without charge therefor, all light, power and water in
the Premises of any tenant while cleaning or making repairs or alterations in
the Premises of such tenant.

          21.  No Premises of any tenant shall be used for lodging or sleeping
or for any immoral or illegal purpose.

          22.  The requirements of tenants will be attended to only upon
application at the office of the Building.  Employees of Landlord shall not
perform any work or do anything outside of their regular duties, unless under
special instructions from Landlord.

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

          24.  No tenant shall cause or permit any unusual or objectionable
odors to emanate from its Premises which would annoy other tenants or create a
public or private nuisance, except

EXHIBIT E, 3 - Rules and Regulations
<PAGE>

incident to special events approved by Landlord in writing, no cooking shall be
done in the Premises of any tenant except as is expressly permitted in such
tenant's Lease, except that Tenant may use microwave ovens for non-commercial
microwave cooking of food to be consumed on the premises by the tenant's
personnel.

          25.  Nothing shall be done or permitted in any tenant's Premises, and
nothing shall be brought into or kept in any tenant's Premises, which would
impair or interfere with any of the Building's services or the proper and
economic heating, cleaning or other servicing of the Building or the Premises,
or the use or enjoyment by any other tenant of any other Premises, nor shall
there be installed by any tenant any ventilating, air-conditioning, electrical
or other equipment of any kind which, in the reasonable judgment of Landlord,
might cause any such impairment or interference.

          26.  No acids, vapors or other materials shall be discharged or
permitted to be discharged into the waste lines, vents or flues of the Building
which may damage them.  The water and wash closets and other plumbing fixtures
in or serving any tenant's Premises shall not be used for any purpose other than
the purposes for which they were designed or constructed, and no sweepings,
rubbish, rags, acids or other foreign substances shall be deposited therein.
All damages resulting from any misuse of the fixtures shall be borne by the
tenants who, or whose servants, employees, agents, visitors or licensees shall
have caused the same.

          27.  All entrance doors in each tenant's Premises shall be left locked
and all windows shall be left closed by the tenant when the tenant's Premises
are not in use.  Entrance doors shall not be propped open at any time.  Each
tenant, before closing and leaving its Premises at any time, shall turn out all
lights.

          28.  Hand trucks not equipped with rubber tires and side guards shall
not be used within the Building.

          29.  The coverings for all windows in each tenant's Premises above the
ground floor shall be lowered and closed as reasonably required because of the
position of the sun, during the operation of the Building air-conditioning
system to cool or ventilate the tenant's Premises.

          30.  Landlord reserves the right to rescind, alter or waive any rule
or regulation at any time prescribed for the Building when, in its reasonable
judgment, it deems it necessary, desirable or proper for its best interest and
for the best interests of the tenants generally, and no alteration or waiver of
any rule or regulation in favor of one tenant shall operate as an alteration or
waiver in favor of any other tenant.  Landlord shall not be responsible to any
tenant for the nonobservance or violation by any other tenant of any of the
rules and regulations at any time prescribed for the Building.

EXHIBIT E, 4 - Rules and Regulations