<PAGE>
                                                                    EXHIBIT 10.4

                                      LEASE

                                     between

                              CORILLIAN CORPORATION

                                    (Tenant)

                                       and

                         CARRAMERICA REALTY CORPORATION

                                   (Landlord)

                                  MAY 22, 2000

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.  LEASE AGREEMENT.                                                          3

2.  RENT.                                                                     3

    A. Types of Rent.....................................................     3

    B. Payment of Operating Cost Share Rent and Tax Share Rent...........     3

    C. Definitions.......................................................     4

    D. Computation of Base Rent and Rent Adjustments.....................     7

3.  PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF
       PREMISES.                                                              8

    A. Condition of Premises.............................................     8

    B. Tenant's Possession...............................................     8

    C. Maintenance.......................................................     8

4.  PROJECT SERVICES.                                                         9

    A. Heating and Air Conditioning......................................     9

    B. Elevators.........................................................     9

    C. Electricity.......................................................     9

    D. Water.............................................................     9

    E. Janitorial Service................................................     9

    F. Interruption of Services..........................................     9

    G. Parking...........................................................     9

    H. Access............................................................    10

    I. Fiber Optics......................................................    10

5.  ALTERATIONS AND REPAIRS.                                                 10

    A. Landlord's Consent and Conditions.................................    10

    B. Damage to Systems.................................................    11

    C. No Liens..........................................................    11

    D. Ownership of Improvements.........................................    11

    E. Removal at Termination............................................    12

6.  USE OF PREMISES.                                                         12

7.  GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.                            12

8.  WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.                            12

    A. Indemnification...................................................    12

    B. Tenant's Insurance................................................    13
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                         <C>
    C. Insurance Certificates............................................    14

    D. Landlord's Insurance..............................................    14

    E. Waiver of Subrogation.............................................    14

9.  FIRE AND OTHER CASUALTY.                                                 14

    A. Termination.......................................................    14

    B. Restoration.......................................................    15

10. EMINENT DOMAIN.                                                          15

11. RIGHTS RESERVED TO LANDLORD.                                             15

    A. Name..............................................................    15

    B. Signs.............................................................    15

    C. Window Treatments.................................................    15

    D. Keys..............................................................    15

    E. Access............................................................    15

    F. Preparation for Reoccupancy.......................................    15

    G. Heavy Articles....................................................    16

    H. Show Premises.....................................................    16

    I. Intentionally Deleted.............................................    16

    J. Use of Lockbox....................................................    16

    K. Repairs and Alterations...........................................    16

    L. Building Services.................................................    16

    M. Other Actions.....................................................    16

12. TENANT'S DEFAULT.                                                        16

    A. Rent Default......................................................    16

    B. Certain Performance Default.......................................    16

    C. Other Performance Default.........................................    16

    D. Credit Default....................................................    16

    E. Vacation or Abandonment Default...................................    17

13. LANDLORD REMEDIES.                                                       17

    A. Termination of Lease or Possession................................    17

    B. Lease Termination Damages.........................................    17

    C. Possession Termination Damages....................................    17

    D. Landlord's Remedies Cumulative....................................    17

    E. WAIVER OF TRIAL BY JURY...........................................    18

    F. Litigation Costs..................................................    18
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
14. SURRENDER.                                                               18

15. HOLDOVER.                                                                18

16. SUBORDINATION TO GROUND LEASES AND MORTGAGES.                            19

    A. Subordination.....................................................    19

    B. Termination of Ground Lease or Foreclosure of Mortgage............    19

    C. Security Deposit..................................................    19

    D. Notice and Right to Cure..........................................    19

    E. Definitions.......................................................    19

17. ASSIGNMENT AND SUBLEASE.                                                 19

    A. In General........................................................    19

    B. Landlord's Consent................................................    20

    C. Procedure.........................................................    20

    D. Change of Management or Ownership.................................    20

    E. Excess Payments...................................................    20

    F. Recapture.........................................................    20

    G. Permitted Transfers...............................................    21

18. CONVEYANCE BY LANDLORD.                                                  21

19. ESTOPPEL CERTIFICATE.                                                    21

20. SECURITY DEPOSIT.                                                        22

    A. Use of Security Deposit...........................................    22

    B. Letter of Credit..................................................    22

21. FORCE MAJEURE.                                                           23

22. INTENTIONALLY DELETED.                                                   23

23. NOTICES.                                                                 23

    A. Landlord..........................................................    23

    B. Tenant............................................................    24

24. QUIET POSSESSION.                                                        24

25. REAL ESTATE BROKER.                                                      24

26. MISCELLANEOUS.                                                           24

    A. Successors and Assigns............................................    24

    B. Date Payments Are Due.............................................    24

    C. Meaning of "Landlord", "Re-Entry, "including" and "Affiliate."....    24

    D. Time of the Essence...............................................    25

    E. No Option.........................................................    25
</TABLE>


                                       iii

<PAGE>

<TABLE>
<S>                                                                         <C>
    F. Severability......................................................    25

    G. Governing Law.....................................................    25

    H. Lease Modification................................................    25

    I. No Oral Modification..............................................    25

    J. Landlord's Right to Cure..........................................    25

    K. Captions..........................................................    25

    L. Authority.........................................................    25

    M. Landlord's Enforcement of Remedies................................    25

    N. Entire Agreement..................................................    25

    O. Landlord's Title..................................................    25

    P. Light and Air Rights..............................................    25

    Q. Singular and Plural...............................................    25

    R. No Recording by Tenant............................................    26

    S. Exclusivity.......................................................    26

    T. No Construction Against Drafting Party............................    26

    U. Survival..........................................................    26

    V. Rent Not Based on Income..........................................    26

    W. Building Manager and Service Providers............................    26

    X. Late Charge and Interest on Late Payments.........................    26

    Y. Tenant's Financial Statements.....................................    26

27. UNRELATED BUSINESS INCOME.                                               26

28. HAZARDOUS SUBSTANCES.                                                    26

29. EXCULPATION.                                                             27

30. UTILITY DEREGULATION.                                                    27

    A. Landlord Controls Selection.......................................    27

    B. Tenant Will Provide Access........................................    27

    C. Landlord Not Responsible for Change in Service....................    27

31. SATELLITE DISHES AND ANTENNAE........................................    27

32. RIGHTS OF FIRST OFFER................................................    28
</TABLE>


                                       iv

<PAGE>

ATTACHMENTS

Appendix A - Plan of Premises
Appendix B - Rules and Regulations
Appendix C - Tenant Improvement Agreement
Appendix D - Mortgages Currently Affecting the Project
Appendix E - Commencement Date Confirmation
Appendix F - Legal Description
Appendix G - Extension Option
Appendix H - Right of First Offer to Lease
Appendix I - Right of First Offer to Purchase
Appendix J - Naming Rights
Appendix K - Janitorial Service
Appendix L - Exclusive Parking Stall Locations


                                       v

<PAGE>

                                      LEASE

     THIS LEASE (the "LEASE") is made as of May 22, 2000 between CARRAMERICA
REALTY CORPORATION, a Maryland corporation (the "LANDLORD") and the Tenant as
named in the Schedule below. For purposes of this Lease, the term "PROJECT"
means the land legally described in Appendix F hereto (the "Land") and Buildings
1, 2 and 3 located thereon. The Project is commonly known as Rock Creek
Corporate Center, Hillsboro, Oregon. Phase 1 Premises means approximately 66,198
rentable square feet located in all of Building 2 at 3400 N.W. John Olsen Place,
Hillsboro, Oregon 97124. Phase 2 Premises means approximately 44,901 rentable
square feet located on the second and third floors of Building 1 at 3600 N.W.
John Olsen Place, Hillsboro, Oregon and approximately 11,028 rentable square
feet located in all of Building 3 at 3500 N.W. John Olsen Place, Hillsboro,
Oregon. Phase 1 Premises and Phase 2 Premises are collectively called herein the
"Premises." The Premises are shown on Appendix A. "BUILDING" means Buildings 1,
2 and 3 of the Project. "COMMON AREA" means the sidewalks, halls, passageways,
exits, entrances, elevators, corridors, accessways, lobby, and all other public
areas of the Building and the Project.

     The following schedule (the "SCHEDULE") is an integral part of this Lease.
Terms defined in this Schedule shall have the same meaning throughout the Lease.

                                    SCHEDULE

     1. TENANT: Corillian Corporation, an Oregon corporation

     2. PREMISES: On the Phase 1 Commencement Date, Landlord shall deliver to
Tenant possession of the Phase 1 Premises consisting of approximately 66,198
Rentable Square Feet (as defined in Section 3 below). On the Phase 2
Commencement Date, Landlord shall deliver to Tenant possession of the Phase 2
Premises consisting of approximately 55,929 Rentable Square Feet (as defined in
Section 3 below). Beginning on January 1, 2002, Tenant shall pay Operating Cost
Share Rent and Tax Share Rent to Landlord in accordance with Section 2A of the
Lease.

     3. RENTABLE SQUARE FEET OF THE PREMISES: Total Rentable Square Feet is
approximately 122,127, subject to final space planning and area calculations. As
used herein, "Rentable Square Feet" or "RSF" shall have the same definition as
"Floor Rentable Area" as defined in BOMA's Standard Method for Measuring Floor
Area in Office Buildings (ANSI/BOMA Z651.1-1996).

     4. TENANT'S PROPORTIONATE SHARE: (a) 100% (based upon a total of 66,198
Rentable Square Feet for Building 2, as to all Operating Costs relating to
Building 2, as defined in Section 2(c)(1) of the Lease, including, without
limitation, HVAC maintenance and repairs, elevator maintenance and repairs,
building management fee, any janitorial services and supplies, window cleaning
and property insurance; (b) 100% (based upon a total of 11,028 Rentable Square
Feet for Building 3, as to all Operating Costs relating to Building 3, as
defined in Section 2(c)(1) of the Lease, including, without limitation, HVAC
maintenance and repairs, building management fee, any janitorial services and
supplies, window cleaning and property insurance; (c) 68.618% (based upon a
total of 65,436 Rentable Square Feet for Building 1, as to all Operating Costs
relating to Building 1, as defined in Section 2(c)(1) of the lease, including,
without limitation, HVAC maintenance and repairs, elevator maintenance and
repairs, building management fee, any janitorial services and supplies, window
cleaning and property insurance; (d) 85.605% (based upon a total of 142,662
Rentable Square Feet in the Buildings) of all Operating Costs of the Project,
excluding all Operating Costs attributable to all or any part of any Building in
the Project, including without limitation, landscape costs, parking lot repair
and maintenance, Landlord's liability insurance costs; and (e) 85.605% of all
Taxes.

     5. SECURITY DEPOSIT: $1,000,000 Letter of Credit. See Section 20 of this
Lease.


                                       1

<PAGE>

     6. TENANT'S REAL ESTATE BROKER FOR THIS LEASE: The Mehigan Company

     7. LANDLORD'S REAL ESTATE BROKER FOR THIS LEASE: Cushman & Wakefield of
Oregon, Inc.

     8. TENANT IMPROVEMENTS, IF ANY: See the Tenant Improvement Agreement
attached hereto as Appendix C.

     9. COMMENCEMENT DATE: The Phase 1 Commencement Date shall be the date
Landlord delivers possession of the Phase 1 Premises to the Tenant, which is
intended to occur on or about October 1, 2000. The Phase 2 Commencement Date
shall be the date Landlord delivers possession of the Phase 2 Premises to
Tenant, which is intended to occur on or about January 1, 2001. The parties will
use reasonable, diligent efforts to cause the Commencement Dates to occur by the
intended dates. Landlord and Tenant shall execute a Commencement Date
Confirmation substantially in the form of Appendix E promptly following each
Commencement Date.

     10. TERMINATION DATE/TERM: Seven (7) years from the Phase 1 Commencement
Date Tenant shall have the right to extend the Term for two (2) five-year
options on the terms and conditions set forth in Appendix G.

     11. GUARANTOR: None

     12. BASE RENT:

<TABLE>
<CAPTION>
                    ANNUAL BASE   MONTHLY BASE   ANNUAL BASE
 MONTHS     RSF       RENT RSF        RENT            RENT
-------   -------   -----------   ------------   -------------
<S>       <C>       <C>           <C>            <C>
 1 - 3     66,198      $ 0.00      $      0.00        N/A
 4 - 6    122,127      $ 0.00      $      0.00        N/A
 7 - 12   122,127      $21.00      $213,722.25        N/A
13 - 24   122,127      $21.45      $218,302.01   $2,619,624.12
25 - 36   122,127      $21.95      $223,390.64   $2,680,687.68
37 - 48   122,127      $22.45      $228,479.26   $2,741,751.12
49 - 60   122,127      $22.95      $233,567.89   $2,802,814.68
61 - 72   122,127      $23.45      $238,656.51   $2,863,878.12
73 - 84   122,127      $24.00      $244,254.00   $2,931,048.00
</TABLE>

     13. MANAGEMENT FEE: The management fee each year is equal to three percent
(3%) of the Annual Base Rent.


                                       2

<PAGE>

1.   LEASE AGREEMENT.

     On the terms and conditions stated in this Lease, Landlord leases the
Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term
beginning on the Phase 1 Commencement Date and ending on the Termination Date
unless extended or sooner terminated pursuant to this Lease.

2.   RENT.

     A. TYPES OF RENT. Tenant shall pay the following Rent in the form of a
check to Landlord at the following address:

          CarrAmerica Realty Corporation
          t/a Rock Creek Corporate Center
          P.O. Box 198268
          Atlanta, GA 30384-8268

     or by wire transfer as follows:

          NationsBank, N.A. (South)
          ABA Number 061-000-052
          Account Number 00 326 3038269

     or in such other manner as Landlord may notify Tenant.

          (1) Base Rent in monthly installments in advance, the monthly
     installment for the first (1st) month payable concurrently with the
     execution of this Lease and thereafter on or before the first day of each
     month of the Term in the amount set forth on the Schedule.

          (2) Operating Cost Share Rent in an amount equal to the Tenant's
     Proportionate Share of the Operating Costs for the applicable fiscal year
     of the Lease in excess of the Operating Costs for the calendar year 2001
     ("Base Year"), paid monthly in advance in an amount estimated by Landlord.
     Definition of Operating Costs and the method for billing and payment of
     Operating Cost Share Rent are set forth in Sections 2B, 2C and 2D.
     Definition of Tenant's Proportionate Share are set forth in Section 4 of
     the Schedule.

          (3) Tax Share Rent in an amount equal to the Tenant's Proportionate
     Share of the Taxes for the applicable fiscal year of this Lease in excess
     of the Taxes for the Base Year, paid monthly in advance in an amount
     estimated by Landlord. A definition of Taxes and the method for billing and
     payment of Tax Share Rent are set forth in Sections 2B, 2C and 2D.

          (4) Additional Rent in the amount of all costs, expenses, liabilities,
     and amounts which Tenant is required to pay under this Lease, excluding
     Base Rent, Operating Cost Share Rent, and Tax Share Rent, but including any
     interest for late payment of any item of Rent.

          (5) Rent as used in this Lease means Base Rent, Operating Cost Share
     Rent, Tax Share Rent and Additional Rent. Tenant's agreement to pay Rent is
     an independent covenant, with no right of setoff, deduction or counterclaim
     of any kind.

     B. PAYMENT OF OPERATING COST SHARE RENT AND TAX SHARE RENT.

          (1) Payment of Estimated Operating Cost Share Rent and Tax Share Rent.
     Landlord shall estimate in good faith the Operating Costs and Taxes of the
     Project by April 1 of each fiscal year, or as soon as reasonably possible
     thereafter. Landlord may revise these estimates whenever it obtains more
     accurate information, such as the final real estate tax assessment or tax
     rate for the Project.


                                       3

<PAGE>

          Within thirty (30) days after receiving the original or revised
     estimate from Landlord, Tenant shall pay Landlord one-twelfth (1/12th) of
     Tenant's Proportionate Share of this estimate in excess of the Base Year,
     multiplied by the number of months that have elapsed in the applicable
     fiscal year to the date of such payment including the current month, minus
     payments previously made by Tenant for the months elapsed. On the first day
     of each month thereafter, Tenant shall pay Landlord one-twelfth (1/12th) of
     Tenant's Proportionate Share of this estimate in excess of the Base Year,
     until a new estimate becomes applicable.

          (2) Correction of Operating Cost Share Rent. Landlord shall deliver to
     Tenant a report for the previous fiscal year (the "Operating Cost Report")
     by May 15 of each year, or as soon as reasonably possible thereafter,
     setting forth (a) the actual Operating Costs incurred, (b) the amount of
     Operating Cost Share Rent due from Tenant, and (c) the amount of Operating
     Cost Share Rent paid by Tenant. Within thirty (30) days after such
     delivery, Tenant shall pay to Landlord the amount due minus the amount
     paid. If the amount paid exceeds the amount due, Landlord shall apply the
     excess to Tenant's payments of Operating Cost Share Rent next coming due.

          (3) Correction of Tax Share Rent. Landlord shall deliver to Tenant a
     report for the previous fiscal year (the "Tax Report") by May 15 of each
     year, or as soon as reasonably possible thereafter, setting forth (a) the
     actual Taxes, (b) the amount of Tax Share Rent due from Tenant, and (c) the
     amount of Tax Share Rent paid by Tenant. Within thirty (30) days after such
     delivery, Tenant shall pay to Landlord the amount due from Tenant minus the
     amount paid by Tenant. If the amount paid exceeds the amount due, Landlord
     shall apply the excess to Tenant's payments of Tax Share Rent next coming
     due.

     C. DEFINITIONS.

          (1) Included Operating Costs. "Operating Costs" means any expenses,
     costs and disbursements of any kind other than Taxes, paid or incurred by
     Landlord in connection with the management, maintenance, operation,
     insurance, repair and other related activities in connection with any part
     of the Project (including, without limitation, all costs, charges, and
     expenses incurred by Landlord in connection with any change in the Electric
     Service Provider or Alternate Service Provider (as defined in Section 30A)
     then providing electrical services, and the maintenance, repair,
     installation and service costs associated therewith) and of the personal
     property, fixtures, machinery, equipment, systems and apparatus used in
     connection therewith, including the cost of providing those services
     required to be furnished by Landlord under this Lease. Operating Costs
     shall also include the cost of any capital improvements which are intended
     to reduce Operating Costs or improve safety, and those made to keep the
     Project in compliance with governmental requirements applicable from time
     to time (collectively, the "Included Capital Items"); provided, that the
     costs of any Included Capital Item shall be amortized by Landlord, together
     with an amount equal to interest at ten percent (10%) per annum, over the
     estimated useful life of such item and such amortized costs will be
     included in Operating Costs for that portion of the useful life of the
     Included Capital Item which falls within the Term.

          If the Project is not fully occupied and utilized during any portion
     of any fiscal year, Landlord may adjust (an "Equitable Adjustment")
     Operating Costs to equal what would have been incurred by Landlord had the
     Project been one-hundred percent (100%) occupied and utilized. This
     Equitable Adjustment shall apply only to Operating Costs which are variable
     and therefore increase as occupancy of the Project increases. Landlord will
     incorporate the Equitable Adjustment in its estimates of Operating Costs.


                                       4

<PAGE>

          If Landlord does not furnish any particular service whose cost would
     have constituted an Operating Cost to a tenant other than Tenant who has
     undertaken to perform such service itself, Operating Costs shall be
     increased by the amount which Landlord would have incurred if it had
     furnished the service to such tenant.

          (2) Excluded Operating Costs. Operating Costs shall not include:

               (a) costs of alterations of tenant premises;

               (b) costs of capital improvements other than Included Capital
          Items;

               (c) capital expenditures required by Landlord's failure to comply
          with laws enacted on or before the date of the Building's Temporary
          Certificate of Occupancy or the equivalent is validly issued;
          provided, however, the capital expenditures incurred by Landlord and
          required by laws enacted after the date the building's Temporary
          Certification of Occupancy or the equivalent is validly issued shall
          be amortized over the useful life of such capital expenditures;

               (d) costs, including permit, license and inspection costs,
          incurred with respect to the installation of tenant improvements made
          for tenants in the building or incurred in renovating or otherwise
          improving, decorating, painting or redecorating vacant space for
          tenant or other occupants of the Building;

               (e) except as provided in Section C(1) above, costs of capital
          nature, including, without limitation, capital improvements, capital
          repairs, capital equipment and capital tools, all as determined in
          accordance with generally accepted accounting principles, consistently
          applied, except as otherwise permitted herein;

               (f) interest and principal payments on mortgages or any other
          debt costs, or rental payments on any ground lease of the Project;

               (g) real estate brokers' leasing commissions;

               (h) attorney's fees, space planning costs, and other costs and
          expenses incurred in connection with negotiations or disputes with
          present or prospective tenant or other occupants of the Building;

               (i) any cost or expenditure for which Landlord is reimbursed, by
          insurance proceeds or otherwise, except by Operating Cost Share Rent;

               (j) the cost of any service furnished to any office tenant of the
          Project which Landlord does not make available to Tenant;

               (k) except as provided in Section C(1) above and except on any
          Included Capital Items, depreciation, amortization and interest
          payments;

               (l) costs incurred by Landlord due to violations by Landlord or
          any tenant (other than Tenant) of the terms and conditions of any
          lease of space in the Building

               (m) franchise or income taxes imposed upon Landlord, except to
          the extent imposed in lieu of all or any part of Taxes;

               (n) costs of correcting defects in construction of the Building
          (as opposed to the cost of normal repair, maintenance and replacement
          expected with the construction materials and equipment installed in
          the Building in light of their specifications);


                                       5

<PAGE>

               (o) legal and auditing fees which are for the benefit of Landlord
          such as collecting delinquent rents, preparing tax returns and other
          financial statements, and audits other than those incurred in
          connection with the preparation of reports required pursuant to
          Section 2B above;

               (p) the wages of any employee for services not related directly
          to the management, maintenance, operation and repair of the Building;

               (q) fines, penalties and interest;

               (r) any amount in excess of a five percent (5%) increase per year
          in controllable expenses. Controllable expenses shall include
          Landlord's corporate overhead and general administrative expenses but
          in no event shall include Taxes, insurance, utilities, or janitorial
          costs or expenses;

               (s) interest, principal, points and fees on debts or amortization
          on any mortgage or mortgages or any other debt instrument encumbering
          the Building or the property on which the Building stands;

               (t) except for making repairs or keeping permanent systems in
          operation while repairs are being made, rentals and other related
          expenses incurred in leasing air conditions systems, elevators or
          other equipment ordinarily considered to be a capital nature, except
          equipment not affixed to the Building which is used in providing
          janitorial or similar services;

               (u) all items and services for which Tenant or any other tenant
          in the Building reimburses Landlord (other than through Tenant's
          percentage share or any other tenant(s) percentage share of Operating
          Expenses), or which Landlord provides selectively to one or more
          tenants (other than Tenant without reimbursement;

               (v) advertising and promotional expenditures;

               (w) electric power costs for which any tenant directly contracts
          with the local public service company;

               (x) costs incurred in connection with upgrading the Building or
          the equivalent is issued;

               (y) tax penalties incurred as a result of Landlord's negligence
          or inability or unwillingness to make payments when due;

               (z) costs for which Landlord has been compensated by a management
          fee which exceeds the amount of such costs that would have been
          charged to Landlord from a nonaffiliated entity; and

               (aa) costs arising from Landlord's charitable or political
          contributions.

     Subject to Landlord's right to reconcile pursuant to 2B(2) and (3),
Landlord agrees that Landlord will not collect or be entitled to collect
Operating Expenses or Taxes from all its tenants in the Project in an amount
which is in excess of one hundred percent (100%) of the Operating Expenses or
Taxes actually paid (including services actually rendered or provided by
Landlord and its officers, employees, agents and contractors) in connection with
the operation and ownership of the Project.

          (3) Taxes. "Taxes" means any and all taxes, assessments and charges of
     any kind, general or special, ordinary or extraordinary, levied against the
     Project, which Landlord shall pay or become obligated to pay in connection
     with the ownership, leasing, renting,


                                       6

<PAGE>

     management, use, occupancy, control or operation of the Project or of the
     personal property, fixtures, machinery, equipment, systems and apparatus
     used in connection therewith. Taxes shall include real estate taxes,
     personal property taxes, sewer rents, water rents, special or general
     assessments, transit taxes, ad valorem taxes, and any tax levied on the
     rents hereunder or the interest of Landlord under this Lease (the "Rent
     Tax"). Taxes shall also include all fees and other costs and expenses paid
     by Landlord in reviewing any tax and in seeking a refund or reduction of
     any Taxes, whether or not the Landlord is ultimately successful. Landlord
     shall also make an equitable adjustment to the calculation of Taxes for the
     Project, as appropriate, to reflect the Project as fully assessed taking
     into account all of the Tenant improvements in the Building.

          For any year, the amount to be included in Taxes (a) taxes or
     assessments payable in installments, shall be the amount of the
     installments (with any interest) due and payable during such year, and (b)
     all other Taxes, shall at Landlord's election be the amount accrued,
     assessed, or otherwise imposed for such year or the amount due and payable
     in such year. Any refund or other adjustment to any Taxes by the taxing
     authority, shall apply during the year in which the adjustment is made.

          Taxes shall not include any net income (except Rent Tax), capital,
     stock, succession, transfer, franchise, gift, estate or inheritance tax,
     except to the extent that such tax shall be imposed in lieu of any portion
     of Taxes. Taxes shall also not include any fines, interest or penalties
     imposed on Landlord by a taxing authority solely as a result of Landlord's
     negligence or misconduct, or unwillingness to pay.

          (4) Lease Year. "Lease Year" means each consecutive twelve-month
     period beginning with the Phase 1 Commencement Date, except that if the
     Commencement Date is not the first day of a calendar month, then the first
     Lease Year shall be the period from the Commencement Date through the final
     day of the twelve months after the first day of the following month, and
     each subsequent Lease Year shall be the twelve months following the prior
     Lease Year.

          (5) Fiscal Year. "Fiscal Year" means the calendar year, except that
     the first fiscal year and the last fiscal year of the Term may be a partial
     calendar year.

     D. COMPUTATION OF BASE RENT AND RENT ADJUSTMENTS.

          (1) Prorations. If this Lease begins on a day other than the first day
     of a month, the Operating Cost Share Rent and Tax Share Rent shall be
     prorated for such partial month based on the actual number of days in such
     month. If this Lease begins on a day other than the first day, or ends on a
     day other than the last day, of the fiscal year, Operating Cost Share Rent
     and Tax Share Rent shall be prorated for the applicable fiscal year.

          (2) Default Interest. Any sum due from Tenant to Landlord not paid
     when due shall bear interest from the date due until paid at twelve percent
     (12%) per annum.

          (3) Rent Adjustments. The square footage of the Premises and the
     Building set forth in the Schedule are conclusively deemed to be the actual
     square footage thereof, without regard to any subsequent remeasurement of
     the Premises or the Building. If any Operating Cost paid in one fiscal year
     relates to more than one fiscal year, Landlord may proportionately allocate
     such Operating Cost among the related fiscal years.

          (4) Books and Records. Landlord shall maintain books and records
     reflecting the Operating Costs and Taxes in accordance with sound
     accounting and management practices. Tenant and its certified public
     accountant may inspect Landlord's records at Landlord's office upon at
     least seventy-two (72) hours' prior written notice during normal business
     hours


                                       7

<PAGE>

     during the one-hundred twenty (120) days following the respective delivery
     of the Operating Cost Report or the Tax Report. The results of any such
     inspection shall be kept strictly confidential, except as required by law,
     by Tenant and its agents, and Tenant and its certified public accountant
     must agree, in their contract for such services, to such confidentiality
     restrictions and shall specifically agree that the results shall not be
     made available to any other tenant of the Building. Unless Tenant sends to
     Landlord any written exception to either such report within said
     one-hundred twenty (120) day period, such report shall be deemed final and
     accepted by Tenant. Tenant shall pay the amount shown on both reports in
     the manner prescribed in this Lease, whether or not Tenant takes any such
     written exception, without any prejudice to such exception. If Tenant makes
     an exception, Landlord shall cause an independent certified public
     accountant to issue a final and conclusive resolution of Tenant's
     exception. Tenant shall pay the cost of such certification unless
     Landlord's original determination of annual Operating Costs or Taxes
     overstated the amounts thereof by more than five percent (5%).

          (5) Miscellaneous. So long as Tenant is in default of any obligation
     under this Lease, Tenant shall not be entitled to any refund of any amount
     from Landlord. If this Lease is terminated for any reason prior to the
     annual determination of Operating Cost Share Rent or Tax Share Rent, either
     party shall pay the full amount due to the other within thirty (30) days
     after Landlord's notice to Tenant of the amount when it is determined.
     Landlord may commingle any payments made with respect to Operating Cost
     Share Rent or Tax Share Rent, without payment of interest.

3.   PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF
     PREMISES.

     A. CONDITION OF PREMISES. Except to the extent of the Tenant Improvements
for the Premises identified in Appendix C, if any, Landlord is leasing the
Premises to Tenant "as is", without any obligation to alter, remodel, improve,
repair or decorate any part of the Premises. Tenant acknowledges that Landlord
has no obligation to make any Tenant Improvements to the Premises and that
Tenant takes possession of the Premises in "AS IS" condition on the Phase 1 and
Phase 2 Commencement Date.

     B. TENANT'S POSSESSION. Tenant's taking possession of any portion of the
Phase 1 Premises or Phase 2 Premises shall be conclusive evidence that the
entire Phase 1 or Phase 2 Premises, respectively, was in good order, repair and
condition except that Tenant shall have one (1) year after the execution hereof
to identify any latent defects to Landlord in writing. If Landlord authorizes
Tenant to take possession of any part of the Premises prior to the Phase 1
Commencement Date for purposes of doing business, all terms of this Lease shall
apply to such pre-Term possession other than Base Rent.

     C. MAINTENANCE. Throughout the Term, Tenant shall maintain the Premises in
good condition, loss or damage caused by the elements, ordinary wear and tear,
and fire and other casualty excepted, and at the termination of this Lease, or
Tenant's right to possession, Tenant shall return the Premises to Landlord in
broom-clean condition. To the extent Tenant fails to perform its obligations,
Landlord may, but need not, restore the Premises to such condition and Tenant
shall pay the cost thereof. The cost of any repairs made by Landlord on account
of Tenant's default, or on the account of the misuse or neglect by Tenant or its
employees, agents, invitees or Contractor's anywhere in the Project, shall
become Additional Rent, payable by Tenant immediately upon Landlord's demand.


                                       8

<PAGE>

4.   PROJECT SERVICES.

     So long as Tenant is not in default under this Lease, Landlord shall
furnish services as follows:

     A. HEATING AND AIR CONDITIONING. During the normal business hours of 7:00
a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 12:00 noon on
Saturday, Landlord shall furnish heating and air conditioning to provide a
comfortable temperature, in Landlord's judgment, for normal business operations,
except to the extent Tenant installs additional equipment which adversely
affects the temperature maintained by the air conditioning system. Landlord
acknowledges that Tenant is in the business of providing software development
and services and therefore stipulates that normal business operations include
the use of computer hardware and devices necessary for its business. If Tenant
installs such additional equipment not necessary for its normal business
operations, Landlord may install supplementary air conditioning units in the
Premises, and Tenant shall pay to Landlord upon demand as Additional Rent the
cost of installation, operation and maintenance thereof. Landlord shall furnish
heating and air conditioning after business hours if Tenant provides Landlord
reasonable prior written notice, and pays Landlord all charges for such
additional heating or air conditioning, to be billed at $25.00 per hour.

     B. ELEVATORS. Landlord shall provide passenger elevator service during
normal business hours to Tenant in common with Landlord and all other tenants.
Landlord shall provide limited passenger service at other times, except in case
of an emergency.

     C. ELECTRICITY. Landlord shall provide sufficient electricity to operate
office lighting and equipment consistent with the requirements of Tenant as a
software developer. Tenant shall not install or operate in the Premises any
electrically operated equipment or other machinery, other than business machines
and equipment normally employed for such use without obtaining the prior written
consent of Landlord. If any or all of Tenant's equipment requires electricity
consumption in excess of that which is reasonably necessary to operate such
office equipment, such consumption (including consumption for computer or
telephone rooms and special HVAC equipment) may be submetered by Landlord at
Tenant's expense, and Tenant shall reimburse Landlord as Additional Rent for the
cost of its submetered consumption based upon Landlord's average cost of
electricity. Such Additional Rent shall be in addition to Tenant's obligations
pursuant to Section 2A(2) to pay its Proportionate Share of Operating Costs.

     D. WATER. Landlord shall furnish hot and cold tap water for drinking and
toilet purposes. Tenant shall pay Landlord for water furnished for any other
purpose as Additional Rent at rates fixed by Landlord. Tenant shall not permit
water to be wasted.

     E. JANITORIAL SERVICE. Landlord shall furnish janitorial service in the
manner described in Appendix J attached hereto.

     F. INTERRUPTION OF SERVICES. If any of the Building equipment or machinery
ceases to function properly for any cause Landlord shall use reasonable
diligence to repair the same promptly. Landlord's inability to furnish, to any
extent, the Project services set forth in this Section 4, or any cessation
thereof resulting from any causes, including any entry for repairs pursuant to
this Lease, and any renovation, redecoration or rehabilitation of any area of
the Building shall not render Landlord liable for damages to either person or
property or for interruption or loss to Tenant's business, nor be construed as
an eviction of Tenant, nor work an abatement of any portion of Rent, nor relieve
Tenant from fulfillment of any covenant or agreement hereof except to the extent
service is interrupted solely as a result of Landlord's negligence or
malfeasance.

     G. PARKING. Landlord shall provide Tenant, within the Project, with four
(4) parking stalls per one thousand (1000) square feet of RSF which will be
nonexclusive, uncovered and on a


                                       9

<PAGE>

first-come, first-serve basis. Landlord further grants to Tenant exclusive right
to use the parking stalls shown on attached EXHIBIT L. Tenant acknowledges and
agrees that its parking rights are subject to the rights of an existing Tenant,
University of Phoenix, that has the right to use up to 220 of the 580 parking
stalls available in the Project from 5:30 p.m. until 11:00 p.m. Monday through
Friday.

     H. ACCESS. Subject to appropriate security measures, including card keys or
other verification systems that may be installed from time to time in the
Project, Tenant and its employees will have access to the Building and the
parking facilities 24-hours per day, seven (7) days per week, excepting
therefrom such times when the Building and parking facilities need to be closed
for repair, maintenance, safety or for causes beyond the reasonable control of
Landlord.

     I. FIBER OPTICS. Fiber optic capacity is presently located in the
right-of-way of Tanasbourne Drive directly adjacent to the Project's parking
facility. Landlord has existing conduit running from Tanasbourne Drive to the
Building. Tenant, at its cost and expense, shall have the right to retain a
fiber optic company to pull fiber optic cable through such conduit to the
Building. Tenant shall be responsible for any damage caused to the conduit or to
the Building by exercising its rights under this Section 4.I.

5.   ALTERATIONS AND REPAIRS.

     A. LANDLORD'S CONSENT AND CONDITIONS. Tenant shall not make any
improvements or alterations to the Premises (the "Work") without in each
instance submitting in advance plans and specifications for the Work to
Landlord, and without obtaining Landlord's prior written consent which shall not
be unreasonably withheld or delayed, except that Landlord's consent shall not be
required for interior, nonstructural alterations that do not exceed Ten Thousand
Dollars ($10,000) in cost per project so long as such Work (a) does not impact
the base structural components or systems of the Building, (b) will not impact
any other tenant's premises, and (c) is not visible from outside the Premises.
Notwithstanding the foregoing, Landlord may withhold its consent in its sole
discretion for any Work which (a) impacts the base structural components or the
Building systems, (b) impacts any other tenant's premises, or (c) is visible
from outside the Premises. All improvements or alterations greater than Ten
Thousand Dollars ($10,000) shall be performed by Landlord's contractor or other
contractor approved in writing by Landlord prior to commencing such
construction.

     Tenant shall promptly reimburse Landlord for actual costs incurred for
review of the plans and all other items submitted by Tenant. Tenant shall pay
for the cost of all Work as and when such payment is first due. All Work shall
become the property of Landlord upon its installation, except for Tenant's trade
fixtures and for items which Landlord requires Tenant to remove at Tenant's cost
at the termination of the Lease pursuant to Section 5E.

          The following requirements shall apply to all Work:

               (1) Prior to commencement, Tenant shall furnish to Landlord
     building permits, certificates of insurance satisfactory to Landlord, and,
     at Landlord's request, security for payment of all costs.

               (2) Tenant shall schedule and perform all Work so as to maintain
     peace and harmony among other contractors serving the Project and shall
     avoid interference with other work to be performed or services to be
     rendered in the Project.

               (3) The Work shall be performed in a good and workmanlike manner,
     meeting the standard for construction and quality of materials in the
     Building, and shall comply with all insurance requirements and all
     applicable governmental laws, ordinances and regulations ("Governmental
     Requirements").


                                       10

<PAGE>

               (4) Tenant shall perform all Work so as to minimize or prevent
     disruption to other tenants, and Tenant shall comply with all reasonable
     requests of Landlord in response to complaints from other tenants.

               (5) Tenant shall perform all Work in compliance with Landlord's
     "Policies, Rules and Procedures for Construction Projects" in effect at the
     time the Work is performed.

               (6) Tenant shall permit Landlord to supervise all Work.

               (7) Landlord shall specify whether Tenant shall be required to
     remove the Work pursuant to subparagraph (E) herein upon Termination of the
     Lease.

               (8) Upon completion, Tenant shall furnish Landlord with
     contractor's affidavits and full and final statutory waivers of liens,
     as-built plans and specifications, and receipted bills covering all labor
     and materials, and all other close-out documentation required in Landlord's
     "Policies, Rules and Procedures for Construction Projects" which Tenant
     acknowledges has been delivered to Tenant with this Lease.

     B. DAMAGE TO SYSTEMS. If any part of the mechanical, electrical or other
systems in the Premises are damaged, Tenant shall promptly notify Landlord, and
Landlord shall repair such damage. Landlord may also at any reasonable time make
any repairs or alterations which Landlord deems necessary for the safety or
protection of the Project, or which Landlord is required to make by any court or
pursuant to any Governmental Requirement. Tenant shall at its expense make all
other repairs necessary to keep the Premises, and Tenant's fixtures and personal
property, in good order, condition and repair; to the extent Tenant fails to do
so, Landlord may make such repairs itself. The cost of any repairs made by
Landlord on account of Tenant's default, or on account of the misuse or neglect
by Tenant or its invitees, contractors or agents anywhere in the Project, shall
become Additional Rent payable by Tenant on demand.

     C. NO LIENS. Tenant has no authority to cause or permit any lien or
encumbrance of any kind to affect Landlord's interest in the Project; any such
lien or encumbrance shall attach to Tenant's interest only. If any mechanic's
lien is filed or claim of lien made for work or materials furnished to Tenant,
then Tenant shall at its expense within ten (10) days thereafter either
discharge or contest the lien or claim. If Tenant contests the lien or claim,
then Tenant shall (i) within such ten (10) day period, provide Landlord adequate
security for the lien or claim, (ii) promptly contest the lien or claim in good
faith by appropriate proceedings that operate to stay its enforcement, and (iii)
pay promptly any final adverse judgment entered in any such proceeding. If
Tenant does not comply with these requirements, Landlord may discharge the lien
or claim, and the amount paid, as well as attorney's fees and other expenses
incurred by Landlord, shall become Additional Rent payable by Tenant on demand.

     D. OWNERSHIP OF IMPROVEMENTS. All Work as defined in this Section 5, all
partitions, hardware, equipment, machinery, and all other improvements and
fixtures except trade fixtures constructed in the Premises by either Landlord or
Tenant and items which Landlord requires Tenant to remove at Tenant's cost
(collectively, "Additions"), shall become Landlord's property upon installation
without compensation to Tenant, unless Landlord consents otherwise in writing
prior to installation. At Landlord's option, all Additions will either be (a)
surrendered to Landlord with the Premises at the termination of the Lease or of
Tenant's right to possession, or (b) removed in accordance with Subsection 5E
below (unless Landlord at the time it gives its consent to the performance of
such construction expressly waives in writing the right to require such
removal).


                                       11

<PAGE>

     E. REMOVAL AT TERMINATION. Upon the termination of this Lease or Tenant's
right of possession, Tenant shall remove from the Project its trade fixtures,
furniture, moveable equipment and other personal property, any Additions which
Landlord elects shall be removed by Tenant pursuant to Section 5D, and any
Additions to any portion of the Project other than the Premises. Tenant shall
promptly repair all damage caused by the installation or removal of any of the
foregoing items. If Tenant does not timely remove such property, then Tenant
shall be conclusively presumed to have, at Landlord's election (i) conveyed such
property to Landlord without compensation or (ii) abandoned such property, and
Landlord may dispose of or store any part thereof in any manner at Tenant's sole
cost, without waiving Landlord's right to claim from Tenant all expenses arising
out of Tenant's failure to remove the property, and without liability to Tenant
or any other person. Landlord shall not be a bailee of any such personal
property. If Landlord elects abandonment, Tenant shall pay to Landlord, upon
demand, any expenses incurred for disposition.

6.   USE OF PREMISES.

     Tenant shall use the Premises only for general office purposes. Tenant
shall not allow any use of the Premises which will negatively affect the cost of
coverage of Landlord's insurance on the Project. Tenant shall not allow any
inflammable or explosive liquids or materials to be kept on the Premises. Tenant
shall not allow any use of the Premises which would cause the value or utility
of any part of the Premises to diminish or would interfere with any other tenant
or with the operation of the Project by Landlord. Tenant shall not permit any
nuisance or waste upon the Premises, or allow any offensive noise or odor in or
around the Premises.

     If any governmental authority deems the Premises to be a "place of public
accommodation" under the Americans with Disabilities Act or any other comparable
law as a result of Tenant's use, then Tenant shall either modify its use and
cause such authority to rescind its designation or be responsible for any
alterations, structural or otherwise, required to be made to the Building or the
Premises under such laws. Landlord represents to Tenant that, to Landlord's
commercially reasonable knowledge, on the Phase 1 Commencement Date the Project
will comply with applicable building codes, including the Americans with
Disabilities Act.

7.   GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.

     Tenant shall comply with all Governmental Requirements applying to its use
of the Premises. Tenant shall also comply with all reasonable rules established
for the Project from time to time by Landlord. The current rules and regulations
are contained in Appendix B. Failure by another tenant to comply with the rules
or failure by Landlord to enforce them shall not relieve Tenant of its
obligation to comply with the rules or make Landlord responsible to Tenant in
any way. Landlord shall use reasonable efforts to apply the rules and
regulations uniformly with respect to Tenant and tenants in the Building under
leases containing rules and regulations similar to this Lease. In the event of
alterations and repairs performed by Tenant, Tenant shall comply with the
provisions of Section 5 of this Lease and also Landlord's "Policies, Rules and
Regulations for Construction Projects".

8.   WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.

     A. INDEMNIFICATION. Tenant shall indemnify, defend and hold harmless
Landlord and its officers, directors, employees and agents against any claim by
any third party for injury to any person or damage to or loss of any property
occurring in the Project and arising from the use of the Premises or from any
other act or omission or negligence of Tenant or any of Tenant's employees or
agents. Tenant's obligations under this section shall survive the termination of
this Lease.


                                       12

<PAGE>

     Landlord shall indemnify, defend and hold harmless Tenant and its officers,
directors, employees and agents against any claim by any third party for damage
to person or Premises or from any other act or omission or negligence of
Landlord or any of Landlord's employees or agents. Landlord's obligations under
this section shall survive the termination of this Lease.

     LANDLORD AND TENANT AGREE THAT IN ANY CLAIMS FOR PERSONAL INJURY (INCLUDING
ALL CONSEQUENTIAL, GENERAL, PUNITIVE AND SPECIAL DAMAGES) BROUGHT AGAINST EITHER
OR BOTH OF THEM (WHETHER JOINTLY OR SEVERALLY) BY ANY CLAIMANT, NEITHER LANDLORD
NOR TENANT WILL ASSERT ANY DEFENSE BASED ON ANY LIMITATION OF (OR EXCEPTION
FROM) LIABILITY BASED ON ANY WORKER'S COMPENSATION LAW, IF THE RESULT OF SUCH
DEFENSE WOULD BE TO INCREASE THE LIABILITY OF THE OTHER PARTY TO THE CLAIMANT,
OR TO INCREASE THE AMOUNT OF DAMAGES THAT THE OTHER PARTY WOULD HAVE TO PAY OR
WOULD LIMIT THE OTHER PARTY'S RIGHT TO SEEK CONTRIBUTION OR INDEMNIFICATION.
THIS PROVISION IS FOR THE SOLE BENEFIT OF LANDLORD AND TENANT; IT IS NOT FOR THE
BENEFIT OF ANY CLAIMANT. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE
PARTIES AND EACH PARTY HAS CONSULTED WITH INDEPENDENT COUNSEL REGARDING THIS
WAIVER.

     B. TENANT'S INSURANCE. Tenant shall maintain insurance as follows, with
such other terms, coverages and insurers, as Landlord shall reasonably require
from time to time:

          (1) Commercial General Liability Insurance, with (a) Contractual
     Liability including the indemnification provisions contained in this Lease,
     (b) a severability of interest endorsement, (c) limits of not less than One
     Million Dollars ($1,000,000) combined single limit per occurrence and not
     less than Two Million Dollars ($2,000,000) in the aggregate for bodily
     injury, sickness or death, and property damage, and umbrella coverage of
     not less than Four Million Dollars ($4,000,000).

          (2) Property Insurance against "All Risks" of physical loss covering
     the replacement cost of all improvements, fixtures and personal property.
     Tenant waives all rights of subrogation, and Tenant's property insurance
     shall include a waiver of subrogation in favor of Landlord.

          (3) Workers' compensation or similar insurance in form and amounts
     required by law, and Employer's Liability with not less than the following
     limits:

<TABLE>
<S>                       <C>
Each Accident             $500,000
Disease--Policy Limit     $500,000
Disease--Each Employee    $500,000
</TABLE>

          Such insurance shall contain a waiver of subrogation provision in
     favor of Landlord and its agents.

     Tenant's insurance shall be primary and not contributory to that carried by
Landlord, its agents, or mortgagee. Landlord, and Landlord's building manager or
agent and ground lessor, if any, shall be named as additional insureds in
insurance policies required of the Tenant in Section 8B(1). The company or
companies writing any insurance which Tenant is required to maintain under this
Lease, as well as the form of such insurance, shall at all times be subject to
Landlord's approval, and any such company shall be licensed to do business in
the state in which the Building is located. Such insurance companies shall have
a A.M. Best rating of A:VI or better.


                                       13

<PAGE>

     Tenant shall cause any contractor of Tenant performing work on the Premises
to maintain insurance as follows, with such other terms, coverages and insurers,
as Landlord shall reasonably require from time to time:

          (1) Commercial General Liability Insurance, including contractor's
     liability coverage, contractual liability coverage, completed operations
     coverage, broad form property damage endorsement, and contractor's
     protective liability coverage, to afford protection with limits, for each
     occurrence, of not less than One Million Dollars ($1,000,000) with respect
     to personal injury, death or property damage.

          (2) Workers' compensation or similar insurance in form and amounts
     required by law, and Employer's Liability with not less than the following
     limits:

<TABLE>
<S>                       <C>
Each Accident             $500,000
Disease--Policy Limit     $500,000
Disease--Each Employee    $500,000
</TABLE>

          Such insurance shall contain a waiver of subrogation provision in
     favor of Landlord and its agents. Tenant's contractor's insurance shall be
     primary and not contributory to that carried by Tenant, Landlord, their
     agents or mortgagees. Tenant and Landlord, and if any, Landlord's building
     manager or agent, mortgagee or ground lessor shall be named as additional
     insured on Tenant's contractor's insurance policies.

     C. INSURANCE CERTIFICATES. Tenant shall deliver to Landlord certificates
evidencing all required insurance no later than five (5) days prior to the
Commencement Date and each renewal date. Each certificate will provide for
thirty (30) days prior written notice of cancellation to Landlord and Tenant.

     D. LANDLORD'S INSURANCE. Landlord shall maintain "All-Risk" property
insurance at replacement cost, including loss of rents, on the Building, and
Commercial General Liability insurance policies covering the common areas of the
Building, each with such terms, coverages and conditions as are normally carried
by reasonably prudent owners of properties similar to the Project.

     E. WAIVER OF SUBROGATION. Landlord and Tenant each waive all claims against
the other for property damage to the extent that the claims are or would be
covered by the "All-Risk" coverage against property damage that this Lease
requires the party suffering the loss to carry. The parties agree that each
party bears and will insure against the risk of loss or damage to its own
property caused by the negligence of the other party. The respective "All-Risk"
coverage property insurance policies carried by Landlord and Tenant shall each
contain enforceable waiver of subrogation endorsements.

9.   FIRE AND OTHER CASUALTY.

     A. TERMINATION. If a fire or other casualty causes substantial damage to
the Building or the Premises, Landlord shall engage a registered architect to
certify within one (1) month of the casualty to both Landlord and Tenant the
amount of time needed to restore the Building and the Premises to tenantability,
using standard working methods. If the time needed exceeds twelve (12) months
from the beginning of the restoration, or two (2) months therefrom if the
restoration would begin during the last twelve (12) months of the Lease, then in
the case of the Premises, either Landlord or Tenant may terminate this Lease,
and in the case of the Building, Landlord may terminate this Lease, by notice to
the other party within ten (10) days after the notifying party's receipt of the
architect's certificate. The termination shall be effective thirty (30) days
from the date of the notice and Rent shall be paid by Tenant to that date, with
an abatement for any portion of the Premises which has been untenantable after
the casualty.


                                       14

<PAGE>

     B. RESTORATION. If a casualty causes damage to the Building or the Premises
but this Lease is not terminated for any reason, then subject to the rights of
any mortgagees or ground lessors, Landlord shall obtain the applicable insurance
proceeds and diligently restore the Building and the Premises subject to current
Governmental Requirements. Tenant shall replace its damaged improvements,
personal property and fixtures. Rent shall be abated on a per diem basis during
the restoration for any portion of the Premises which is untenantable, except to
the extent that Tenant's negligence caused the casualty.

10.  EMINENT DOMAIN.

     As used herein, "Date of Taking" means the date the party seeking to
exercise its right of eminent domain has the right to possession of the property
being taken. If a part of the Building is taken by eminent domain or deed in
lieu thereof which is so substantial that the Premises cannot reasonably be used
by Tenant for the operation of its business, then either party may terminate
this Lease effective as of the date of the taking. If any substantial portion of
the Project is taken without affecting the Premises, then Landlord may terminate
this Lease as of the date of such taking. Rent shall abate from the date of the
taking in proportion to any part of the Premises taken. The entire award for a
taking of any kind shall be paid to Landlord, and Tenant shall have no right to
share in the award. All obligations accrued to the date of the taking shall be
performed by the party liable to perform said obligations, as set forth herein.
Tenant may pursue a separate award for its trade fixtures and moving expenses in
connection with the taking, but only if such recovery does not reduce the award
payable to Landlord.

11.  RIGHTS RESERVED TO LANDLORD.

     Landlord may exercise at any time any of the following rights in operating
of the Project without liability to the Tenant of any kind:

     A. NAME. Subject to the provisions of Appendix J attached hereto, to change
the name or street address of the Building or the suite number(s) of the
Premises.

     B. SIGNS. To install and maintain any signs on the exterior and in the
interior of the Building, and to approve at its sole discretion, prior to
installation, any of Tenant's signs in the Premises visible from the common
areas or the exterior of the Building. Landlord shall allow Tenant to install
interior and exterior signage for the Building in form and location acceptable
to Landlord in its sole discretion and subject to all applicable governmental
regulations (including, without limitation, the regulations of the City of
Hillsboro, the Oregon Department of Transportation and Tanasbourne Corporate
Center Protective Covenants) and any conditions, covenants and restrictions
affecting the Project. The cost of exterior signage (including installation)
shall be at Tenant's sole expense with final location of each sign to be
mutually agreed upon by Landlord and Tenant.

     C. WINDOW TREATMENTS. To approve, at its discretion, prior to installation,
any shades, blinds, ventilators or window treatments of any kind, as well as any
lighting within the Premises that may be visible from the exterior of the
Building or any interior common area.

     D. KEYS. To retain and use at any time passkeys to enter the Premises or
any door within the Premises. Tenant shall not alter or add any lock or bolt.

     E. ACCESS. To have access to inspect the Premises, and to perform its
obligations, or make repairs, alterations, additions or improvements, as
permitted by this Lease.

     F. PREPARATION FOR REOCCUPANCY. To decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy at any time after Tenant abandons
the Premises, without relieving Tenant of any obligation to pay Rent.


                                       15

<PAGE>

     G. HEAVY ARTICLES. To approve the weight, size, placement and time and
manner of movement within the Building of any safe, central filing system or
other heavy article of Tenant's property. Tenant shall move its property
entirely at its own risk.

     H. SHOW PREMISES. To show the Premises to prospective purchasers, tenants,
brokers, lenders, investors, rating agencies or others at any reasonable time,
provided that Landlord gives prior notice to Tenant and does not materially
interfere with Tenant's use of the Premises.

     I. INTENTIONALLY DELETED.

     J. USE OF LOCKBOX. To designate a lockbox collection agent for collections
of amounts due Landlord. In that case, the date of payment of Rent or other sums
shall be the date of the agent's receipt of such payment or the date of actual
collection if payment is made in the form of a negotiable instrument thereafter
dishonored upon presentment. However, Landlord may reject any payment for all
purposes as of the date of receipt or actual collection by mailing to Tenant
within twenty-one (21) days after such receipt or collection a check equal to
the amount sent by Tenant.

     K. REPAIRS AND ALTERATIONS. To make repairs or alterations to the Project
and in doing so transport any required material through the Premises, to close
entrances, doors, corridors, elevators and other facilities in the Project, to
open any ceiling in the Premises, or to temporarily suspend services or use of
common areas in the Building. Landlord may perform any such repairs or
alterations during ordinary business hours, except that Tenant may require any
Work in the Premises to be done after business hours if Tenant pays Landlord for
overtime and any other expenses incurred. Landlord may do or permit any work on
any nearby building, land, street, alley or way.

     L. BUILDING SERVICES. To install, use and maintain through the Premises,
pipes, conduits, wires and ducts serving the Building, provided that such
installation, use and maintenance does not unreasonably interfere with Tenant's
use of the Premises.

     M. OTHER ACTIONS. To take any other action which Landlord deems reasonable
in connection with the operation, maintenance or preservation of the Building.

12.  TENANT'S DEFAULT.

     Any of the following shall constitute a default by Tenant:

     A. RENT DEFAULT. Tenant fails to pay any Rent when due, and in the case of
only the first such failure during the Term of this Lease, this failure
continues for ten (10) days after written notice from Landlord.

     B. CERTAIN PERFORMANCE DEFAULT. If Tenant, whether by action or inaction,
defaults in its obligations under Section 8 (Insurance), Section 17 (Assignment
and Sublease), or Section 28 (Hazardous Substances);

     C. OTHER PERFORMANCE DEFAULT. Tenant fails to perform any other material
obligation, individually or in the aggregate, to Landlord under this Lease, and,
in the case of only the first two (2) such material failures during the Term of
this Lease, this failure continues for ten (10) days after written notice from
Landlord, except that if Tenant begins to cure its failure within the ten (10)
day period but cannot reasonably complete its cure within such period, then, so
long as Tenant continues to diligently attempt to cure its failure, the ten (10)
day period shall be extended to sixty (60) days, or such lesser period as is
reasonably necessary to complete the cure;

     D. CREDIT DEFAULT. One of the following credit defaults occurs:

          (1) Tenant commences any proceeding under any law relating to
     bankruptcy, insolvency, reorganization or relief of debts, or seeks
     appointment of a receiver, trustee, custodian or other similar official for
     the Tenant or for any substantial part of its property, or


                                       16

<PAGE>

     any such proceeding is commenced against Tenant and either remains
     undismissed for a period of thirty days or results in the entry of an order
     for relief against Tenant which is not fully stayed within seven days after
     entry;

          (2) Tenant becomes insolvent or bankrupt, does not generally pay its
     debts as they become due, or admits in writing its inability to pay its
     debts, or makes a general assignment for the benefit of creditors;

          (3) Any third party obtains a levy or attachment under process of law
     against Tenant's leasehold interest.

     E. VACATION OR ABANDONMENT DEFAULT. Tenant vacates or abandons the
Premises.

13.  LANDLORD REMEDIES.

     A. TERMINATION OF LEASE OR POSSESSION. If Tenant defaults, Landlord may
elect by notice to Tenant either to terminate this Lease or to terminate
Tenant's possession of all or any portion of the Premises without terminating
this Lease. In either case, Tenant shall immediately vacate the Premises and
deliver possession to Landlord, and Landlord may repossess the Premises and may,
at Tenant's sole cost, remove any of Tenant's signs and any of its other
property, without relinquishing its right to receive Rent or any other right
against Tenant.

     B. LEASE TERMINATION DAMAGES. If Landlord terminates the Lease, Tenant
shall pay to Landlord all Rent due on or before the date of termination, plus
Landlord's reasonable estimate of the aggregate Rent that would have been
payable from the date of termination through the Termination Date, reduced by
the rental value of the Premises calculated as of the date of termination for
the same period, taking into account anticipated vacancy prior to reletting,
reletting expenses and market concessions, both discounted to present value at
the rate of five percent (5%) per annum. If Landlord shall relet any part of the
Premises for any part of such period before such present value amount shall have
been paid by Tenant or finally determined by a court, then the amount of Rent
payable pursuant to such reletting (taking into account vacancy prior to
reletting and any reletting expenses or concessions) shall be deemed to be the
reasonable rental value for that portion of the Premises relet during the period
of the reletting.

     C. POSSESSION TERMINATION DAMAGES. If Landlord terminates Tenant's right to
possession without terminating the Lease and Landlord takes possession of the
Premises itself, Landlord may relet any part of the Premises for such Rent, for
such time, and upon such terms as Landlord in its sole discretion shall
determine, without any obligation to do so prior to renting other vacant areas
in the Building. Any proceeds from reletting the Premises shall first be applied
to the expenses of reletting, including redecoration, repair, alteration,
advertising, brokerage, legal, and other reasonably necessary expenses. If the
reletting proceeds after payment of expenses are insufficient to pay the full
amount of Rent under this Lease, Tenant shall pay such deficiency to Landlord
monthly upon demand as it becomes due. Any excess proceeds shall be retained by
Landlord.

     D. LANDLORD'S REMEDIES CUMULATIVE. All of Landlord's remedies under this
Lease shall be in addition to all other remedies Landlord may have at law or in
equity. Waiver by Landlord of any breach of any obligation by Tenant shall be
effective only if it is in writing, and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation. Landlord's
acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance
shall not affect such notice or termination. Acceptance of payment by Landlord
after commencement of a legal proceeding or final judgment shall not affect such
proceeding or judgment. Landlord may advance such monies and take such other
actions for


                                       17

<PAGE>

Tenant's account as reasonably may be required to cure or mitigate any default
by Tenant. Tenant shall immediately reimburse Landlord for any such advance, and
such sums shall bear interest at the default interest rate until paid.

     E. WAIVER OF TRIAL BY JURY. EACH PARTY WAIVES TRIAL BY JURY IN THE EVENT OF
ANY LEGAL PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS LEASE. EACH
PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH THIS LEASE IN
A FEDERAL OR STATE COURT LOCATED IN OREGON, CONSENTS TO THE JURISDICTION OF SUCH
COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS
ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM.

     F. LITIGATION COSTS. In the event of the bringing of any action, including
any appeal therefrom, by either party hereto as against the other hereon or
hereunder or by reason of the breach of any covenant or condition on the part of
the other party or arising out of this Lease, then and in that event the party
in whose favor final judgment shall be entered shall be entitled to have and
recover of and from the other reasonable attorneys' fees and costs which shall
be fixed by the Court.

     Should Landlord become a party defendant to any litigation concerning this
Lease or any part of the Leased Premises by reason of any act or omission of
Tenant, its agents, employees or contractors and not because of any act or
omission of the Landlord, its agents, employees or contractors, then Tenant
shall indemnify, protect, defend and hold Landlord harmless from all claims,
demands, liability, or loss by reason thereof and shall pay to Landlord all
reasonable attorneys' fees and costs incurred by Landlord in such litigation.

     In addition, Tenant shall reimburse Landlord for any attorneys' fees or
costs reasonably incurred by Landlord, whether or not suit be instituted, with
respect to any failure by Tenant to perform any of its duties or obligations
under the terms of this Lease.

14.  SURRENDER.

     Upon termination of this Lease or Tenant's right to possession, Tenant
shall return the Premises to Landlord in good order and condition, ordinary wear
and tear excepted. If Landlord requires Tenant to remove any alterations, then
Tenant shall remove the alterations in a good and workmanlike manner and restore
the Premises to its condition prior to their installation. Tenant will not be
required to modify or reconfigure the Premises from its configuration on the
Commencement Date.

15.  HOLDOVER.

     Tenant shall have no right to holdover possession of the Premises after the
expiration or termination of this Lease without Landlord's prior written
consent, which consent may be withheld in Landlord's sole and absolute
discretion. If Tenant retains possession of any part of the Premises after the
Term, Tenant shall become a month-to-month tenant for the entire Premises upon
all of the terms of this Lease as might be applicable to such month-to-month
tenancy, except that Tenant shall pay all of Base Rent, Operating Cost Share
Rent and Tax Share Rent at one-hundred fifty percent (150%) of the rate in
effect immediately prior to such holdover, computed on a monthly basis for each
full or partial month Tenant remains in possession. Tenant shall also
immediately pay Landlord all of Landlord's direct and consequential damages. No
acceptance of Rent or other payments by Landlord under these holdover provisions
shall operate as a waiver of Landlord's right to regain possession or any other
of Landlord's remedies. Notwithstanding the foregoing, Tenant shall have the
right to holdover possession of the Premises for a period of thirty (30) days at
the one-hundred and fifty percent (150%) of the rate in effect immediately prior
to such holdover, computed on a monthly basis


                                       18

<PAGE>

for such full or partial month Tenant remains in possession and upon all the
terms of this Lease as might be applicable to such one-month holdover.

16.  SUBORDINATION TO GROUND LEASES AND MORTGAGES.

     A. SUBORDINATION. This Lease shall be subordinate to any present or future
ground lease or mortgage affecting the Project, and any amendments to such
ground lease or mortgage, at the election of the ground lessor or mortgagee as
the case may be, effected by notice to Tenant in the manner provided in this
Lease. The subordination shall be effective upon such notice, but at the request
of Landlord or ground lessor or mortgagee, Tenant shall within ten (10) days of
the request, execute and deliver to the requesting party any reasonable
documents provided to evidence the subordination subject to such ground lessor
or mortgagee agreeing not to disturb Tenant's tenancy and to otherwise fulfill
and honor such other obligations owed to Tenant as herein provided, so long as
Tenant is not in default under this Lease. Any mortgagee has the right, at its
option, to subordinate its mortgage to the terms of this Lease, without notice
to, nor the consent of, Tenant.

     B. TERMINATION OF GROUND LEASE OR FORECLOSURE OF MORTGAGE. If any ground
lease is terminated or mortgage foreclosed or deed in lieu of foreclosure given
and the ground lessor, mortgagee, or purchaser at a foreclosure sale shall
thereby become the owner of the Project, Tenant shall attorn to such ground
lessor or mortgagee or purchaser without any deduction or setoff by Tenant, and
this Lease shall continue in effect as a direct lease between Tenant and such
ground lessor, mortgagee or purchaser. The ground lessor or mortgagee or
purchaser shall be liable as Landlord only during the time such ground lessor or
mortgagee or purchaser is the owner of the Project. At the request of Landlord,
ground lessor or mortgagee, Tenant shall execute and deliver within ten (10)
days of the request any document furnished by the requesting party to evidence
Tenant's agreement to attorn.

     C. SECURITY DEPOSIT. Any ground lessor or mortgagee shall be responsible
for the return of any security deposit by Tenant only to the extent the security
deposit is received by such ground lessor or mortgagee.

     D. NOTICE AND RIGHT TO CURE. The Project is subject to any ground lease and
mortgage identified with name and address of ground lessor or mortgagee in
Appendix D to this Lease (as the same may be amended from time to time by
written notice to Tenant). Tenant will send by registered or certified mail to
any ground lessor or mortgagee identified either in such Appendix or in any
later notice from Landlord to Tenant a copy of any notice of default sent by
Tenant to Landlord. If Landlord fails to cure such default within the required
time period under this Lease, but ground lessor or mortgagee begins to cure
within ten (10) days after such period and proceeds diligently to complete such
cure, then ground lessor or mortgagee shall have such additional time as is
necessary to complete such cure, including any time necessary to obtain
possession if possession is necessary to cure, and Tenant shall not begin to
enforce its remedies so long as the cure is being diligently pursued.

     E. DEFINITIONS. As used in this Section 16, "mortgage" shall include "deed
of trust" and/or "trust deed" and "mortgagee" shall include "beneficiary" and/or
"trustee", "mortgagee" shall include the mortgagee of any ground lessee, and
"ground lessor", "mortgagee", and "purchaser at a foreclosure sale" shall
include, in each case, all of its successors and assigns, however remote.

17.  ASSIGNMENT AND SUBLEASE.

     A. IN GENERAL. Tenant shall not, without the prior consent of Landlord in
each case, (i) make or allow any assignment or transfer, by operation of law or
otherwise, of any part of Tenant's interest in this Lease, (ii) grant or allow
any lien or encumbrance, by operation of law or otherwise, upon any part of
Tenant's interest in this Lease, (iii) sublet all or any part of the Premises,
or (iv)


                                       19

<PAGE>

permit anyone other than Tenant, its employees, and subcontractors to occupy any
part of the Premises. Tenant shall remain primarily liable for all of its
obligations under this Lease, notwithstanding any assignment, sublease or
transfer. No consent granted by Landlord shall be deemed to be a consent to any
subsequent assignment or transfer, lien or encumbrance, sublease or occupancy.
Tenant shall pay all of Landlord's reasonable attorneys' fees and other
reasonable expenses incurred in connection with any consent requested by Tenant
or in reviewing any proposed assignment or subletting. Any assignment or
transfer, grant of lien or encumbrance, or sublease or occupancy without
Landlord's prior written consent shall be void.

     B. LANDLORD'S CONSENT. Landlord will not unreasonably withhold its consent
to any proposed assignment or subletting. It shall be reasonable for Landlord to
withhold its consent to any assignment or sublease if (i) Tenant is in default
under this Lease, (ii) the financial responsibility, nature of business, and
character of the proposed assignee or subtenant are not all reasonably
satisfactory to Landlord, (iii) in the reasonable judgment of Landlord the
purpose for which the assignee or subtenant intends to use the Premises (or a
portion thereof) is not in keeping with Landlord's standards for the Building or
are in violation of the terms of this Lease or any other leases in the Project,
(iv) the proposed assignee or subtenant is a government entity, or (v) the
proposed assignment is for less than the entire Premises or for less than the
remaining Term of the Lease. The foregoing shall not exclude any other
reasonable basis for Landlord to withhold its consent.

     C. PROCEDURE. Tenant shall notify Landlord in writing of any proposed
assignment or sublease at least fifteen (15) days prior to its proposed
effective date. The notice shall include the name and address of the proposed
assignee or subtenant, its corporate affiliates in the case of a corporation and
its partners in a case of a partnership, an execution copy of the proposed
assignment or sublease, and sufficient information to permit Landlord to
determine the financial responsibility and character of the proposed assignee or
subtenant. As a condition to any effective assignment of this Lease, the
assignee shall execute and deliver in form satisfactory to Landlord at least
fifteen (15) days prior to the effective date of the assignment, an assumption
of all of the obligations of Tenant under this Lease. As a condition to any
effective sublease, subtenant shall execute and deliver in form satisfactory to
Landlord at least fifteen (15) days prior to the effective date of the sublease,
an agreement to comply with all of Tenant's obligations under this Lease, and at
Landlord's option, an agreement (except for the economic obligations which
subtenant will undertake directly to Tenant) to attorn to Landlord under the
terms of the sublease in the event this Lease terminates before the sublease
expires.

     D. CHANGE OF MANAGEMENT OR OWNERSHIP. Any transfer of the direct or
indirect power to affect the management or policies of Tenant or direct or
indirect change in twenty-five percent (25%) or more of the ownership interest
in Tenant shall constitute an assignment of this Lease. The provisions of this
Section 17.D. shall not be applicable so long as Tenant's common stock is either
listed on the New York Stock Exchange or approved for trading on the Nasdaq
National Market System.

     E. EXCESS PAYMENTS. If Tenant assigns this Lease or sublets any part of the
Premises for consideration in excess of the pro-rata portion of Rent applicable
to the space subject to the assignment or sublet, then Tenant shall pay fifty
percent (50%) of any excess profit to Landlord as Additional Rent immediately
upon receipt.

     F. RECAPTURE. Except as to assignments or subleases to permitted
subsidiaries or affiliates as provided in Section 17.G., Landlord may, by giving
written notice to Tenant within thirty (30) days after receipt of Tenant's
notice of assignment or subletting, terminate this Lease with respect to the
space described in Tenant's notice, as of the effective date of the proposed
assignment


                                       20

<PAGE>

or sublease and all obligations under this Lease as to such space shall expire
except as to any obligations that expressly survive any termination of this
Lease.

     G. PERMITTED TRANSFERS. Notwithstanding anything to the contrary in the
Lease, Tenant may, without Landlord's prior written consent and without payment
of any amount to Landlord, sublet the Premises or assign the Lease to (a) a
subsidiary, affiliate, division or corporation controlling, controlled by or
under common control with Tenant, (b) a successor corporation related to Tenant
by merger, consolidation, nonbankruptcy reorganization, or government action, or
(c) a purchaser of substantially all of Tenant's assets located in the Premises,
PROVIDED, HOWEVER, that no such assignment or subletting shall release or
discharge Tenant from any liability under this Lease or be construed as consent
by Landlord to any further assignment or subletting to any person or entity that
is not an affiliate of Tenant and provided further that Tenant shall provide a
copy of the documentation effecting such permitted transfer as soon as
reasonably possible either prior to or after the effective date thereof; and
provided further, that in the event of a permitted transfer, the assignee shall
be deemed to have assumed all of the obligations of the Tenant hereunder from
and after the effective date of the assignment, and in the case of a permitted
subletting, the subtenant shall be deemed to have agreed to comply with all of
Tenant's obligations under this Lease applicable to the subleased Premises from
and after the effective date of the sublease, and, at Landlord's option, will
agree to attorn to Landlord under the terms of the sublease in the event this
Lease terminates before the sublease expires. Neither the sale or transfer of
Tenant's capital stock, including, without limitation, a transfer in connection
with the merger, consolidation or nonbankruptcy reorganization of Tenant and any
sale through any private or public offering, nor the pledge of or grant of a
security interest in any of the Tenant's capital stock shall be deemed an
assignment, subletting or other transfer of the Lease or the Premises. For
purposes of this section, the term "affiliate" means any corporation, limited
liability company, partnership or other entity controlled by, controlling or
under common control with Tenant, whether "control" means the ownership of at
least fifty-one percent (51%) of the voting stock or other beneficial interest
of the controlled entity.

18.  CONVEYANCE BY LANDLORD.

     If Landlord shall at any time transfer its interest in the Building or this
Lease, Landlord shall be released of any obligations occurring after such
transfer, except the obligation to return to Tenant any security deposit not
delivered to its transferee, and Tenant shall look solely to Landlord's
successors for performance of such obligations. This Lease shall not be affected
by any such transfer.

19.  ESTOPPEL CERTIFICATE.

     Each party shall, within ten (10) business days of receiving a request from
the other party, execute, acknowledge in recordable form, and deliver to the
other party or its designee a certificate stating, subject to a specific
statement of any applicable exceptions, that the Lease as amended to date is in
full force and effect, that the Tenant is paying Rent and other charges on a
current basis, and that to the best of the knowledge of the certifying party,
the other party has committed no uncured defaults and has no offsets or claims.
The certifying party may also be required to state the date of commencement of
payment of Rent, the Commencement Date, the Termination Date, the Base Rent, the
current Operating Cost Share Rent and Tax Share Rent estimates, the status of
any improvements required to be completed by Landlord, the amount of any
security deposit, and such other matters as may be reasonably requested. Failure
to deliver such statement within the time required shall be conclusive evidence
against the non-certifying party that this Lease, with any amendments identified
by the requesting party, is in full force and effect, that there are no uncured
defaults by the requesting party, that not more than one month's Rent has been
paid in advance, that


                                       21

<PAGE>

the non-certifying party has not paid any security deposit, and that the
non-certifying party has no claims or offsets against the requesting party.

20.  SECURITY DEPOSIT.

     A. USE OF SECURITY DEPOSIT. Tenant shall deposit with Landlord on the date
of this Lease, security for the performance of all of its obligations in the
amount set forth on the Schedule initially in the form of a Letter of Credit
described in Section 20.B. If Tenant defaults under this Lease, Landlord may use
all or any part of the Security Deposit to make any defaulted payment, to pay
for Landlord's cure of any defaulted obligation, or to compensate Landlord for
any loss or damage resulting from any default. To the extent any portion of the
Security Deposit is used, Tenant shall within five (5) days after demand from
Landlord restore the Security Deposit to its then-full amount. Landlord may keep
the Security Deposit in its general funds and shall not be required to pay
interest to Tenant on the deposit amount, provided that Landlord shall credit
against the Base Rent each month an amount equal to the amount of interest that
would have been earned using five percent (5%) simple interest on only $200,000
of the cash Security Deposit held by Landlord. If Tenant performs all of its
obligations under this Lease and returns the Premises to Landlord at the end of
the Term in the condition required by this Lease, then Landlord shall return all
of the remaining Security Deposit to Tenant within thirty (30) days after the
end of the Term. The Security Deposit shall not serve as an advance payment of
Rent or a measure of Landlord's damages for any default under this Lease.

     If Landlord transfers its interest in the Building or this Lease, Landlord
may transfer the Security Deposit to its transferee. Upon such transfer,
Landlord shall have no further obligation to return the Security Deposit to
Tenant, and Tenant's right to the return of the Security Deposit shall apply
solely against Landlord's transferee.

     B. LETTER OF CREDIT. As used in this Lease, the term "Letter of Credit"
shall mean an unconditional and irrevocable letter of credit issued by a
federally-insured banking institution acceptable to Landlord (the "Letter of
Credit") in the face amount of One Million and No/100 Dollars ($1,000,000.00) in
the form and substance acceptable to Landlord, which shall be held by Landlord
as the Security Deposit in accordance with the provisions of this Section 20. If
the Letter of Credit (or any replacement thereof) is issued for an effective
period of time less than the seven (7) year initial Term of this Lease, Tenant
shall from time to time, and not later than thirty (30) days prior to the
expiration of the Letter of Credit, replace each such expiring Letter of Credit
with a new Letter of Credit in the same amount (subject to the reduction
referenced in Section 20.D below), and upon the same terms and conditions as the
expiring Letter of Credit. The Letter of Credit (and any replacement thereof)
may be drawn upon by Landlord under the terms and conditions as provided in this
Section 20. Failure of Tenant to renew the Letter of Credit at least thirty (30)
days prior to its expiration shall constitute an Event of Default under this
Lease and shall entitle Landlord, in addition to the other remedies contained in
this Lease, and without any further notice to Tenant, to draw upon the Letter of
Credit. If for any reason Landlord shall have failed to draw upon the Letter of
Credit prior to its expiration (or if the issuer shall have been rendered unable
to honor such draw request for any reason, including due to governmental
regulatory intervention or financial deterioration), Tenant shall immediately
upon demand from Landlord, deliver to Landlord a replacement Letter of Credit in
the same amount as the Letter of Credit that had expired (or had been rendered
incapable of being honored).


                                       22

<PAGE>

     C. At such time as all of the following conditions have been achieved or
satisfied, Landlord shall release and deliver to Tenant the Letter of Credit:

          (a)  Tenant has raised at least $48,000,000 in proceeds (net of
               commissions, finders fees and underwriter's discounts) in one or
               more public offerings or private placements of its equity
               securities (including convertible preferred stock);

          (b)  Tenant's common stock is either listed on the New York Stock
               Exchange or approved for trading on the Nasdaq National Market
               System;

          (c)  Tenant has reported positive net income for four consecutive
               quarters as reflected in financial statements, prepared in
               accordance with generally accepted accounting principles,
               consistently applied, filed by the Company with the Securities
               and Exchange Commission; and

          (d)  Tenant has delivered to Landlord the sum of $200,000 in
               immediately available funds, which shall become the Security
               Deposit subject to the provisions of this Section 20.

     D. On each anniversary of the Phase 1 Commencement Date, unless the Letter
of Credit has been released by Landlord, the Letter of Credit shall be reduced
by an amount equal to one-seventh (1/7th) of the original principal amount (i.e.
$142,857.14 for each of the first through the sixth anniversary dates and
$142,857.16 on the seventh anniversary date).

     E. Notwithstanding anything to the contrary contained herein, Tenant hereby
knowingly, and upon advice of counsel, waives any right it may have to enjoin,
declare or otherwise prohibit the issuer of the Letter of Credit from paying, or
Landlord from drawing upon, the Letter of Credit. If Tenant attempts to obtain,
or obtains, an injunction or other legal writ which prevents the issuer from
paying, or Landlord from drawing upon, the Letter of Credit, Tenant shall, at
Landlord's request, either (a) extend the Letter of Credit during the time
period ending ten (10) days after expiration of the injunction or other legal
writ; or (b) provide Landlord other reasonably satisfactory security. If
Landlord prevails in any litigation concerning the Letter of Credit and
Landlord's rights thereto, Tenant shall reimburse Landlord its attorneys' fees,
court costs, and other expenses related to the litigation.

21.  FORCE MAJEURE.

     Landlord shall not be in default under this Lease to the extent Landlord is
unable to perform any of its obligations on account of any strike or labor
problem, energy shortage, governmental preemption or prescription, national
emergency, or any other cause of any kind beyond the reasonable control of
Landlord ("Force Majeure").

22.  INTENTIONALLY DELETED.

23.  NOTICES.

     All notices, consents, approvals and similar communications to be given by
one party to the other under this Lease, shall be given in writing, mailed or
personally delivered as follows:

     A. LANDLORD. To Landlord as follows:

          CarrAmerica Realty Corporation
          10785 Willows Road NE, Suite 250
          Redmond, WA 98052
          Attn: Market Officer


                                       23

<PAGE>

          with a copy to:

          CarrAmerica Realty Corporation
          1850 K Street, NW
          Suite 500
          Washington, D.C. 20006
          Attn: Lease Administration

or to such other person at such other address as Landlord may designate by
notice to Tenant.

     B. TENANT. To Tenant as follows:

          prior to Phase 1 Commencement Date:

               Corillian Corporation
               3855 S.W. 153rd Drive
               Beaverton, OR 97006

          after Phase 1 Commencement Date:

               Corillian Corporation
               3400 N.W. John Olsen Place
               Hillsboro, OR 97124

or to such other person at such other address as Tenant may designate by notice
to Landlord.

     Mailed notices shall be sent by United States certified or registered mail,
or by a reputable national overnight courier service, postage prepaid. Mailed
notices shall be deemed to have been given on the earlier of actual delivery or
three (3) business days after posting in the United States mail in the case of
registered or certified mail, and one business day in the case of overnight
courier.

24.  QUIET POSSESSION.

     So long as Tenant shall perform all of its obligations under this Lease,
Tenant shall enjoy peaceful and quiet possession of the Premises against any
party claiming through the Landlord.

25.  REAL ESTATE BROKER.

     Tenant represents to Landlord that Tenant has not dealt with any real
estate broker with respect to this Lease except for any broker(s) listed in the
Schedule, and no other broker is in any way entitled to any broker's fee or
other payment in connection with this Lease. Tenant shall indemnify and defend
Landlord against any claims by any other broker or third party for any payment
of any kind in connection with this Lease.

26.  MISCELLANEOUS.

     A. SUCCESSORS AND ASSIGNS. Subject to the limits on Tenant's assignment
contained in Section 17, the provisions of this Lease shall be binding on and
inure to the benefit of all successors and assigns of Landlord and Tenant.

     B. DATE PAYMENTS ARE DUE. Except for payments to be made by Tenant under
this Lease which are due upon demand or are due in advance (such as Base Rent),
Tenant shall pay to Landlord any amount for which Landlord renders a statement
of account within ten days of Tenant's receipt of Landlord's statement.

     C. MEANING OF "LANDLORD", "RE-ENTRY, "INCLUDING" AND "AFFILIATE." The term
"Landlord" means only the owner of the Project and the lessor's interest in this
Lease from time to time. The words "re-entry" and "re-enter" are not restricted
to their technical legal meaning. The words "including" and similar words shall
mean "without limitation." The word "affiliate" shall


                                       24

<PAGE>

mean a person or entity controlling, controlled by or under common control with
the applicable entity. "Control" shall mean the power directly or indirectly, by
contract or otherwise, to direct the management and policies of the applicable
entity.

     D. TIME OF THE ESSENCE. Time is of the essence of each provision of this
Lease.

     E. NO OPTION. This document shall not be effective for any purpose until it
has been executed and delivered by both parties; execution and delivery by one
party shall not create any option or other right in the other party.

     F. SEVERABILITY. The unenforceability of any provision of this Lease shall
not affect any other provision.

     G. GOVERNING LAW. This Lease shall be governed in all respects by Oregon
law, without regard to the principles of conflicts of laws.

     H. LEASE MODIFICATION. Tenant agrees to modify this Lease in any way
requested by a mortgagee which does not cause increased expense to Tenant or
otherwise adversely affect Tenant's interests under this Lease.

     I. NO ORAL MODIFICATION. No modification of this Lease shall be effective
unless it is a written modification signed by both parties.

     J. LANDLORD'S RIGHT TO CURE. If Landlord breaches any of its obligations
under this Lease, Tenant shall notify Landlord in writing and shall take no
action respecting such breach so long as Landlord promptly begins to cure the
breach and diligently pursues such cure to its completion. Landlord may cure any
default by Tenant; any expenses incurred shall become Additional Rent due from
Tenant on demand by Landlord.

     K. CAPTIONS. The captions used in this Lease shall have no effect on the
construction of this Lease.

     L. AUTHORITY. Landlord and Tenant each represents to the other that it has
full power and authority to execute and perform this Lease.

     M. LANDLORD'S ENFORCEMENT OF REMEDIES. Landlord may enforce any of its
remedies under this Lease either in its own name or through an agent.

     N. ENTIRE AGREEMENT. This Lease, together with all Appendices, constitutes
the entire agreement between the parties. No representations or agreements of
any kind have been made by either party which are not contained in this Lease.

     O. LANDLORD'S TITLE. Landlord's title shall always be paramount to the
interest of the Tenant, and nothing in this Lease shall empower Tenant to do
anything which might in any way impair Landlord's title.

     P. LIGHT AND AIR RIGHTS. Landlord does not grant in this Lease any rights
to light and air in connection with Project except such rights to install
communications devices on the roof of the Premises, as consistent with Tenant's
ordinary business operations or requirements. Except as provided herein,
Landlord reserves to itself, the Land, the Building below the improved floor of
each floor of the Premises, the Building above the ceiling of each floor of the
Premises, the exterior of the Premises and the areas on the same floor outside
the Premises, along with the areas within the Premises required for the
installation and repair of utility lines and other items required to serve other
tenants of the Building.

     Q. SINGULAR AND PLURAL. Wherever appropriate in this Lease, a singular term
shall be construed to mean the plural where necessary, and a plural term the
singular. For example, if at any


                                       25

<PAGE>

time two parties shall constitute Landlord or Tenant, then the relevant term
shall refer to both parties together.

     R. NO RECORDING BY TENANT. Tenant shall not record any memorandum or any
portion of this Lease.

     S. EXCLUSIVITY. Landlord does not grant to Tenant in this Lease any
exclusive right except the right to occupy its Premises.

     T. NO CONSTRUCTION AGAINST DRAFTING PARTY. The rule of construction that
ambiguities are resolved against the drafting party shall not apply to this
Lease.

     U. SURVIVAL. All obligations of Landlord and Tenant under this Lease shall
survive the termination of this Lease.

     V. RENT NOT BASED ON INCOME. No rent or other payment in respect of the
Premises shall be based in any way upon net income or profits from the Premises.
Tenant may not enter into or permit any sublease or license or other agreement
in connection with the Premises which provides for a rental or other payment
based on net income or profit.

     W. BUILDING MANAGER AND SERVICE PROVIDERS. Landlord may perform any of its
obligations under this Lease through its employees or third parties hired by the
Landlord.

     X. LATE CHARGE AND INTEREST ON LATE PAYMENTS. Without limiting the
provisions of Section 12A, if Tenant fails to pay any installment of Rent or
other charge to be paid by Tenant pursuant to this Lease within five (5)
business days after the same becomes due and payable, then Tenant shall pay a
late charge equal to the greater of five percent (5%) of the amount due or $250.
In addition, interest shall be paid by Tenant to Landlord on any late payments
of Rent from the date due until paid at the rate provided in Section 2D(2). Such
late charge and interest shall constitute Additional Rent due and payable by
Tenant to Landlord upon the date of payment of the delinquent payment referenced
above.

     Y. TENANT'S FINANCIAL STATEMENTS. Within ten (10) days after Landlord's
written request therefor, Tenant shall deliver to Landlord the current unaudited
quarterly and audited annual financial statements of Tenant, and annual audited
financial statements of the two (2) years prior to the current year's financial
statements, each with an opinion of a certified public accountant and including
a balance sheet and profit and loss statement, all prepared in accordance with
generally accepted accounting principles consistently applied.

27.  UNRELATED BUSINESS INCOME.

     If Landlord reasonably believes at any time that any part of the payments
by Tenant to Landlord under this Lease may be characterized as unrelated
business income under the United States Internal Revenue Code and its
regulations, then Tenant shall enter into any amendment proposed by Landlord to
avoid such income, so long as the amendment does not require Tenant to make more
payments or accept fewer services from Landlord, than this Lease provides.

28.  HAZARDOUS SUBSTANCES.

     Neither Landlord nor Tenant shall cause or permit any Hazardous Substances
to be brought upon, produced, stored, used, discharged or disposed of in or near
the Project. "Hazardous Substances" include those hazardous substances described
in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any other applicable
federal, state or local law, and the regulations adopted under these laws. If
any lender or


                                       26

<PAGE>

governmental agency shall require testing for Hazardous Substances in the
Premises, Tenant shall pay for such testing.

29.  EXCULPATION.

     Landlord shall have no personal liability under this Lease; its liability
shall be limited to its interest in the Project, and shall not extend to any
other property or assets of the Landlord. In no event shall any officer,
director, employee, agent, shareholder, partner, member or beneficiary of
Landlord be personally liable for any of Landlord's obligations hereunder.

30.  UTILITY DEREGULATION.

     A. LANDLORD CONTROLS SELECTION. Landlord has chosen Portland General
Electric and Duke Power (each, an "Electric Service Provider") to provide
electricity service for the Building. Notwithstanding the foregoing, to the
extent permitted by law, Landlord may at any time and from time to time during
the Lease Term, either contract for service from a different company or
companies providing electricity service (each such company, an "Alternative
Service Provider") or continue to contract for service from the Electric Service
Provider.

     B. TENANT WILL PROVIDE ACCESS. Tenant will cooperate with Landlord, the
Electric Service Provider, and any Alternative Service Provider at all times
and, as reasonably necessary, will allow Landlord, Electric Service Provider,
and any Alternative Service Provider reasonable access to the Building's
electric lines, feeders, risers, wiring, and any other machinery in the
Premises, subject to the other limitations set forth in this Lease.

     C. LANDLORD NOT RESPONSIBLE FOR CHANGE IN SERVICE. Landlord will have no
liability for any loss, damage, or expense Tenant may incur (a) by reason of any
change, failure, interference, disruption, or defect in the supply or character
of the electric energy furnished to the Premises, or (b) if the quantity or
character of the electric energy supplied by the Electric Service Provider or
any Alternative Service Provider is no longer available or suitable for Tenant's
requirements. No such change, failure, defect, unavailability, or unsuitability
will constitute an actual or constructive eviction of Tenant, in whole or in
part, entitle Tenant to any abatement or diminution of Rent, or relieve Tenant
from any of its obligations under this Lease.

31.  SATELLITE DISHES AND ANTENNAE.

     Tenant's use of the Premises may include Tenant's use of the roof of the
Building for the installation, operation and maintenance of satellite dishes,
and related antennae, equipment, cabling and utilities (the antennae, equipment
and cabling are together referred to as the "Antennae"). Before installing any
Antennae, Tenant will deliver plans and specifications for the dish and related
equipment and for the installation thereof (together, the "Plans and
Specifications") to Landlord, which Landlord may approve in its reasonable
discretion. Landlord may require Tenant to design the Antennae and mounting
brackets and connections to withstand a 100 mph wind exposure, and to install a
backup tether to prevent possible damage caused by the Antennae to other
improvements. Tenant shall install the Antennae only in locations reasonably
approved by Landlord in advance. Tenant will install the Antennae in strict
accordance with the plans and specifications and in good faith, and in
accordance with the requirements of the Building's structural engineer to ensure
that the structural integrity of the roof and structure of the Building are
fully preserved. Tenant shall, at Tenant's sole cost and expense, install and
maintain the Antennae in a first class, safe and workmanlike manner, in
conformance with sound construction practices, and in accordance with all
applicable laws, rules, regulations and conditions of any governmental
approvals. Tenant shall obtain all necessary governmental permits and approvals,
at Tenant's expense, for the installation, operation and maintenance of the
Antennae and shall keep the same in full force and effect. Tenant shall not
damage the Building or reduce the structural or design integrity of the Building
as a result of the


                                       27

<PAGE>

installation, operation and maintenance of Antennae. Tenant shall indemnify and
hold harmless Landlord from any and all damages, costs, liabilities, claims of
damage, loss and costs arising from any actual or alleged injury to any person
or from any actual or alleged loss or damage to property caused by, resulting
from, or arising out of the installation, operation or maintenance of the
Antennae, excepting therefrom any such injury or damages caused by Landlord's
negligence or misconduct. Should the Building or any improvements located
thereon be damaged or destroyed by the installation, operation or maintenance of
the Antennae, Tenant shall immediately repair such damage or destruction and
restore the Building to as good a condition as existed immediately prior to said
damage or destruction, and shall compensate Landlord for any and all other
damages, including but not limited to the loss of income or business occurring
as a result of such damage or destruction. Landlord reserves the right to use
the roof of the Building and the Building for any and all purposes not
inconsistent with the rights granted to Tenant herein, and further reserves the
right to grant any other tenant or third party a license or easement for use of
the roof of the Building. Unless Landlord otherwise requests in writing, upon
expiration or the sooner termination of the Lease, Tenant shall, at its sole
cost and expense, remove the Antennae and repair any damage caused by such
removal.

32.  RIGHTS OF FIRST OFFER.

     Tenant shall have a right of first offer to lease and a right of first
offer to purchase as provided in Appendix H and I respectively.

     IN WITNESS WHEREOF, the parties hereto have executed this Lease.

                                        LANDLORD:

                                        CARRAMERICA REALTY CORPORATION, a
                                        Maryland corporation


                                        By:
                                            ------------------------------------
                                        Print Name:
                                                    ----------------------------
                                        Print Title:
                                                     ---------------------------


                                        TENANT:

                                        CORILLIAN CORPORATION, a Oregon
                                        corporation


                                        By:
                                            ------------------------------------
                                        Print Name:
                                                    ----------------------------
                                        Print Title:
                                                     ---------------------------


                                       28

<PAGE>

ATTACHMENTS:
Appendix A   -   Plan of Premises
Appendix B   -   Rules and Regulations
Appendix C   -   Tenant Improvement Agreement
Appendix D   -   Mortgages Currently Affecting the Project
Appendix E   -   Commencement Date Confirmation
Appendix F   -   Legal Description
Appendix G   -   Extension Option
Appendix H   -   Right of First Offer to Lease
Appendix I   -   Right of First Offer to Purchase
Appendix J   -   Naming Rights
Appendix K   -   Janitorial Service
Appendix L   -   Exclusive Parking Stall Locations


                                       29

<PAGE>

                                   APPENDIX A

                              PLAN OF THE PREMISES

               (Floor Plans depicting the Premises to be attached)


                                       A-1

<PAGE>

                                   APPENDIX B

                              RULES AND REGULATIONS

     1. Tenant shall not place anything, or allow anything to be placed near the
glass of any window, door, partition or wall which may, in Landlord's judgment,
appear unsightly from outside of the Project.

     2. The Project directory shall be available to Tenant solely to display
names and their location in the Project, which display shall be as directed by
Landlord.

     3. The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by Tenant or used by Tenant for any purposes
other than for ingress to and egress from the Premises. Tenant shall lend its
full cooperation to keep such areas free from all obstruction and in a clean and
sightly condition and shall move all supplies, furniture and equipment as soon
as received directly to the Premises and move all such items and waste being
taken from the Premises (other than waste customarily removed by employees of
the Building) directly to the shipping platform at or about the time arranged
for removal therefrom. The halls, passages, exits, entrances, elevators,
stairways, balconies and roof are not for the use of the general public and
Landlord shall, in all cases, retain the right to control and prevent access
thereto by all persons whose presence in the judgment of Landlord, reasonably
exercised, shall be prejudicial to the safety, character, reputation and
interests of the Project. Neither Tenant nor any employee or invitee of Tenant
shall go upon the roof of an building in the Project.

     4. The toilet rooms, urinals, wash bowls and other apparatuses shall not be
used for any purposes other than that for which they were constructed, and no
foreign substance of any kind whatsoever shall be thrown therein, and to the
extent caused by Tenant or its employees or invitees, the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by Tenant.

     5. Tenant shall not cause any unnecessary janitorial labor or services by
reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness.

     6. Tenant shall not install or operate any refrigerating, heating or air
conditioning apparatus, or carry on any mechanical business without the prior
written consent of Landlord; use the Premises for housing, lodging or sleeping
purposes; or permit preparation or warming of food in the Premises (warming of
coffee and individual meals with employees and guests excepted). Notwithstanding
the foregoing, with the consent of Landlord which will not be unreasonably be
withheld, Tenant may build-out a food service facility for its employees in
Building 3. Tenant shall not occupy or use the Premises or permit the Premises
to be occupied or used for any purpose, act or thing which is in violation of
any Governmental Requirement or which may be dangerous to persons or property.

     7. Tenant shall not bring upon, use or keep in the Premises or the Project
any kerosene, gasoline or inflammable or combustible fluid or material, or any
other articles deemed hazardous to persons or property, or use any method of
heating or air conditioning other than that supplied by Landlord.

     8. Landlord shall have sole power to direct electricians as to where and
how telephone and other wires are to be introduced. No boring or cutting for
wires is to be allowed without the consent of Landlord. The location of
telephones, call boxes and other office equipment affixed to the Premises shall
be subject to the approval of Landlord.


                                       B-1

<PAGE>

     9. No additional locks shall be placed upon any doors, windows or transoms
in or to the Premises. Tenant shall not change existing locks or the mechanism
thereof. Upon termination of the lease, Tenant shall deliver to Landlord all
keys and passes for offices, rooms, parking lot and toilet rooms which shall
have been furnished Tenant. In the event of the loss of keys so furnished,
Tenant shall pay Landlord therefor. Tenant shall not make, or cause to be made,
any such keys and shall order all such keys solely from Landlord and shall pay
Landlord for any keys in addition to the two sets of keys originally furnished
by Landlord for each lock.

     10. Tenant shall not install linoleum, tile, carpet or other floor covering
so that the same shall be affixed to the floor of the Premises in any manner
except as approved by Landlord.

     11. No furniture, packages, supplies, equipment or merchandise will be
received in the Project or carried up or down in the freight elevator, except
between such hours and in such freight elevator as shall be designated by
Landlord. Tenant shall not take or permit to be taken in or out of other
entrances of the Building, or take or permit on other elevators, any item
normally taken in or out through the trucking concourse or service doors or in
or on freight elevators.

     12. Tenant shall cause all doors to the Premises to be closed and securely
locked and shall turn off all utilities, lights and machines before leaving the
Project at the end of the day.

     13. Without the prior written consent of Landlord, Tenant shall not use the
name of the Project or any picture of the Project in connection with, or in
promoting or advertising the business of, Tenant, except Tenant may use the
address of the Project as the address of its business.

     14. Tenant shall cooperate fully with Landlord to assure the most effective
operation of the Premises' or the Project's heating and air conditioning, and
shall refrain from attempting to adjust any controls, other than room
thermostats installed for Tenant's use. Tenant shall keep corridor doors closed.

     15. Tenant assumes full responsibility for protecting the Premises from
theft, robbery and pilferage, which may arise from a cause other than Landlord's
negligence, which includes keeping doors locked and other means of entry to the
Premises closed and secured.

     16. Peddlers, solicitors and beggars shall be reported to the office of the
Project or as Landlord otherwise requests.

     17. Tenant shall not advertise the business, profession or activities of
Tenant conducted in the Project in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities.

     18. No bicycle or other vehicle and no animals or pets shall be allowed in
the Premises, halls, freight docks, or any other parts of the Building except
that blind persons may be accompanied by "seeing eye" dogs. Tenant shall not
make or permit any noise, vibration or odor to emanate from the Premises, or do
anything therein tending to create, or maintain, a nuisance, or do any act
tending to injure the reputation of the Building.

     19. Tenant acknowledges that Building security problems may occur which may
require the employment of extreme security measures in the day-to-day operation
of the Project.

     Accordingly:

          (a) Landlord may, at any time, or from time to time, or for regularly
scheduled time periods, as deemed advisable by Landlord and/or its agents, in
their sole discretion, require that persons entering or leaving the Project or
the Property identify themselves to watchmen or other employees designated by
Landlord, by registration, identification or otherwise.


                                       B-2

<PAGE>

          (b) Tenant agrees that it and its employees will cooperate fully with
Project employees in the implementation of any and all security procedures.

          (c) Such security measures shall be the sole responsibility of
Landlord, and Tenant shall have no liability for any action taken by Landlord in
connection therewith, it being understood that Landlord is not required to
provide any security procedures and shall have no liability for such security
procedures or the lack thereof.

     20. Tenant shall not do or permit the manufacture, sale, purchase, use or
gift of any fermented, intoxicating or alcoholic beverages without obtaining
written consent of Landlord.

     21. Tenant shall not disturb the quiet enjoyment of any other tenant.

     22. Tenant shall not provide any janitorial services or cleaning without
Landlord's written consent and then only subject to supervision of Landlord and
at Tenant's sole responsibility and by janitor or cleaning contractor or
employees at all times satisfactory to Landlord.

     23. Landlord may retain a pass key to the Premises and be allowed
admittance thereto at all times to enable its representatives to examine the
Premises from time to time and to exhibit the same and Landlord may place and
keep on the windows and doors of the Premises at any time signs advertising the
Premises for Rent.

     24. No equipment, mechanical ventilators, awnings, special shades or other
forms of window covering shall be permitted either inside or outside the windows
of the Premises without the prior written consent of Landlord, and then only at
the expense and risk of Tenant, and they shall be of such shape, color,
material, quality, design and make as may be approved by Landlord.

     25. Tenant shall not, during the Term of this Lease, canvas or solicit
other tenants of the Building for any purpose.

     26. Tenant shall not install or operate any phonograph, musical or sound-
producing instrument or device, radio receiver or transmitter, TV receiver or
transmitter, or similar device in the Building, nor install or operate any
antenna, aerial, wires or other equipment inside or outside the Building, nor
operate any electrical device from which may emanate electrical waves which may
interfere with or impair radio or television broadcasting or reception from or
in the Building or elsewhere, without in each instance the prior written
approval of Landlord. The use thereof, if permitted, shall be subject to control
by Landlord to the end that others shall not be disturbed.

     27. Tenant shall promptly remove all rubbish and waste from the Premises.

     28. Tenant shall not exhibit, sell or offer for sale, rent or exchange in
the Premises or at the Project any article, thing or service, except those
ordinarily embraced within the use of the Premises specified in Section 6 of
this Lease, without the prior written consent of Landlord.

     29. Tenant shall list all furniture, equipment and similar articles Tenant
desires to remove from the Premises or the Building and deliver a copy of such
list to Landlord and procure a removal permit from the Office of the Building
authorizing Building employees to permit such articles to be removed.

     30. Tenant shall not overload any floors in the Premises or any public
corridors or elevators in the Building.

     31. Tenant shall not do any painting in the Premises, or mark, paint, cut
or drill into, drive nails or screws into, or in any way deface any part of the
Premises or the Building, outside or inside, without the prior written consent
of Landlord.


                                       B-3

<PAGE>

     32. Whenever Landlord's consent, approval or satisfaction is required under
these Rules, then unless otherwise stated, any such consent, approval or
satisfaction must be obtained in advance, such consent or approval may be
granted or withheld in Landlord's sole discretion, and Landlord's satisfaction
shall be determined in its sole judgment.

     33. Tenant and its employees shall cooperate in all fire drills conducted
by Landlord in the Building.

     34. Tenant and its employees shall cooperate with the following parking
requirements:

          (a) Tenant shall not park or permit the parking of vehicles in any
parking areas designated by Landlord as areas for parking by visitors to the
Project.

          (b) No overnight or extended term storage of vehicles shall be
permitted.

          (c) Vehicles must be parked entirely within painted stall lines of a
single parking stall.

          (d) All directional signs and arrows must be observed.

          (e) Parking is prohibited in areas not striped for parking, in aisles,
where "no parking" signs are posted, and in such other areas as may be
designated by Landlord or Landlord's Parking Operator.

          (f) Every driver is required to park and lock his own vehicle. All
responsibility for damage to vehicles is assumed by the driver.

          (g) Washing, waxing, cleaning or servicing of any vehicle in any area
not specifically reserved for such purpose is prohibited.

          (h) Landlord reserves the right to establish and change parking fees
and to modify and/or adopt such other reasonable and non-discriminatory rules
and regulations for the parking facilities as it deems necessary for the
operation of the parking facilities, provided that Tenant nor its officers or
employees shall be charged parking fees for the use of the parking facilities.
Landlord may refuse to permit any person who violates these rules to park in the
parking facilities, and any violation of the rules shall subject the car to
possible removal.


                                       B-4

<PAGE>

                                   APPENDIX C

                          TENANT IMPROVEMENT AGREEMENT

     1. INITIAL IMPROVEMENTS. Landlord shall cause to be performed the
improvements (the "Initial Improvements") in the Premises in accordance with
plans and specifications approved by Tenant and Landlord (the "Plans"), which
approvals shall not be unreasonably withheld. The Initial Improvements shall be
performed at the Tenant's cost, subject to the Landlord's Contribution
(hereinafter defined).

     Landlord will make available a Tenant Improvement allowance of $28.50 per
rentable square foot to be applied toward the costs of the Initial Improvements
(which amount includes $.50 per rentable square foot for Tenant's architect)
("Landlord's Contribution"). Landlord will also provide, at Landlord's cost
(exclusive of Landlord's Contribution), the following items as a part of its
shell and core work:

     (a) 2' x 4' ceiling grid and tegular ceiling tile shall be pre-purchased by
landlord and stocked on the floor.

     (b) Lighting fixtures shall be pre-purchased by Landlord and stocked on the
floor.

     (c) Electrical service distributed to each floor with panels and
transformers set within the building core ready for branch circuit wiring to be
accomplished under tenant improvement work.

     (d) Aluminum window sills, aluminum sill extensions and aluminum window
head installed.

     (e) Building columns shall be ready for framing.

     (f) Sprinkler heads installed in shell and core work in accordance with
governing code for unoccupied space. Finished heads will be dropped as part of
tenant improvements.

     (g) Common area fire alarms, smoke detectors and exit lights installed per
code and in compliance with the ADA.

     (h) Building restroom facilities, and exterior spaces shall be finished in
accordance with governing codes and ordinances as part of the building shell and
core.

     (i) Horizontal one inch (1") mini-blinds, Levelor or equal, for all
perimeter windows shall be pre-purchased and installed by Landlord.

     (j) Shell and core floor shall be flat and level in accordance with the
industry standard for the type and location of the installation.

     Tenant shall use the Tenant Improvement allowances only for improving the
Premises, including but not limited to voice and data cabling, supplemental
HVAC, satellite dishes and/or antenna installation, and for preparation of
Tenant's space planning, construction documents and permits, including local
approval and signage permits. The Tenant Improvement allowances shall also be
used to lower sprinkler heads, install lights, install ceiling tile, and
complete HVAC duct work.

     The final Plans for the Initial Improvements shall be prepared by
Landlord's licensed architect at Tenant's cost, and shall be mutually agreed
upon by the parties as set forth herein. Within two (2) weeks after this Lease
is fully executed, Tenant, working with Landlord's or Tenant's space planner,
shall furnish its proposed space plan to Landlord for Landlord's review and
approval. Landlord shall, within one (1) week after receipt of the proposed
space plan either provide Tenant


                                       C-1

<PAGE>

with comments to the same, or provide Tenant with detailed plans prepared by
Landlord's architect incorporating Tenant's proposed space plan and identifying
any Landlord comments and/or modifications to the same. If Landlord provides
such detailed architectural plans, Tenant shall, within one (1) week after
receipt of the same, either provide comments to such plans or approve the same.
Tenant shall be deemed to have approved such plans if it does not provide
comments within such time period. If instead of architectural plans, Landlord
provides Tenant with comments to Tenant's proposed space plan, Tenant shall
provided a revised space plan to Landlord incorporating Landlord's comments
within one (1) week after receipt of Landlord's comments. Landlord shall, within
one (1) week after receipt of the revised space plan, either provide Tenant with
comments to the same, or provide Tenant with plans prepared by Landlord's
architect based on such revised space plan, including any Landlord comments
and/or modifications to the same, and the process described above shall be
repeated, if necessary, until the plans have been approved by the parties.
Notwithstanding any other term or provisions hereof, the parties agree to
cooperate with each other in good faith and to use reasonable efforts to reach
agreement so as to enable Landlord to submit the agreed upon plans for permit to
the City of Hillsboro no later than May 30, 2000 for Phase 1 and August 3, 2000
for Phase 2.

     Landlord, using its business expertise and knowledge of the market, and in
consultation with Tenant, shall select a contractor to perform the construction
of the Initial Improvements at a commercially reasonable cost. Tenant hereby
approves Baugh Construction as the general contractor for the Initial
Improvements. The general contractor fee shall be three percent (3%) of the
actual cost of the Tenant Improvement construction cost plus an amount for
contractor's reasonable general conditions. Upon request by Tenant, Tenant shall
have the right to consult and mutually approve with Landlord proposed
subcontractors performing work on the Initial Improvements. Landlord will choose
mechanical and electrical engineers. Landlord shall use commercially reasonable
efforts to cause the Initial Improvements to be substantially completed, except
for minor "Punch List" items, on or before October 1, 2000 for Phase 1 and
January 1, 2001 for Phase 2, subject to Tenant Delay (as defined in Section 4
hereof) and Force Majeure.

     Landlord, or an agent of Landlord, shall provide project management
services in connection with the construction of the Initial Improvements and the
Change Orders (hereinafter defined). Such project management services shall be
performed, at Tenant's cost, for a fee of three percent (3%) of all costs
related to the preparation of the Plans and the construction of the Initial
Improvements and the Change Orders.

     2. CHANGE ORDERS. If, before the Commencement Date, Tenant wants
improvements or changes (individually or collectively, "Change Orders") to the
Premises in addition to, revision of, or substitution for the Initial
Improvements, Tenant shall deliver to Landlord for its approval plans and
specifications for such Change Orders. If Landlord does not approve of the plans
for Change Orders, Landlord shall advise Tenant of the revisions required.
Tenant shall revise and redeliver the plans and specifications to Landlord
within five (5) business days of Landlord's advice or Tenant shall be deemed to
have abandoned its request for such Change Orders. Tenant shall pay for all
preparations and revisions of plans and specifications, and the construction of
all Change Orders, subject to Landlord's Contribution.

     3. LANDLORD'S CONTRIBUTION. If the cost of the Tenant Improvements does not
equal or exceed the amount of the Landlord's Contribution, the excess will be
credited to the payment of Tenant's Base Rent. Landlord has no obligation to pay
for costs of the Initial Improvements or Change Orders in excess of Landlord's
Contribution, notwithstanding any other provision hereof. If the cost of the
Initial Improvements and/or Change Orders exceeds the Landlord's Contribution,
Tenant shall pay such overage to Landlord before construction of the Initial
Improvements and/or Change Orders begins.


                                       C-2

<PAGE>

     4. COMMENCEMENT DATE DELAY. Phase 1 and Phase 2 Commencement Dates shall be
delayed until the Initial Improvements are substantially complete for each Phase
("Phase 1 and Phase 2 Completion Date" and each a "Completion Date"), except to
the extent that the delay is caused by any one or more of the following (a
"Tenant Delay"):

          (a) Tenant's request for Change Orders (whether or not any such Change
Orders are actually performed); or

          (b) Contractor's performance of any Change Orders; or

          (c) Tenant's request for materials, finishes or installations
requiring unusually long lead times; or

          (d) Tenant's delay in reviewing, revising or approving plans and
specifications beyond the periods set forth herein; or

          (e) Tenant's delay in providing information critical to the normal
progression of the project. Tenant shall provide such information as soon as
reasonably possible, but in no event longer than one week after receipt of such
request for information from the Landlord; or

          (f) Tenant's delay in making payments to Landlord for costs of the
Initial Improvements and/or Change Orders in excess of the Landlord's
Contribution; or

          (g) Any other act or omission by Tenant, its agents, contractors or
persons employed by any of such persons.

     If the Commencement Date is delayed for any reason, then Landlord shall
cause Landlord's Architect to certify the date on which the Initial Improvements
would have been completed but for such Tenant Delay, or were in fact completed
without any Tenant Delay.

     5. ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Landlord at its
discretion may permit Tenant and its agents to enter the Premises prior to each
Commencement Date to prepare the Premises for Tenant's use and occupancy. Any
such permission shall constitute a license only, conditioned upon Tenant's:

          (a) working in harmony with Landlord and Landlord's agents,
contractors, workmen, mechanics and suppliers and with other tenants and
occupants of the Building;

          (b) obtaining in advance Landlord's approval of the contractors
proposed to be used by Tenant and depositing with Landlord in advance of any
work (i) security satisfactory to Landlord for the completion thereof, and (ii)
the contractor's affidavit for the proposed work and the waivers of lien from
the contractor and all subcontractors and suppliers of material; and

          (c) furnishing Landlord with such insurance as Landlord may require
against liabilities which may arise out of such entry.

          Landlord shall have the right to withdraw such license for any reason
upon twenty-four (24) hours' written notice to Tenant. Landlord shall not be
liable in any way for any injury, loss or damage which may occur to any of
Tenant's property or installations in the Premises prior to each Commencement
Date. Tenant shall protect, defend, indemnify and save harmless Landlord from
all liabilities, costs, damages, fees and expenses arising out of the activities
of Tenant or its agents, contractors, suppliers or workmen in the Premises or
the Building. Any entry and occupation permitted under this Section shall be
governed by Section 5 and all other terms of the Lease. Landlord shall not be
liable in any way for an injury, loss or damage, which may occur to any of
Tenant's property or installations in the Premises prior to each Commencement
Date.


                                       C-3

<PAGE>

     6. MISCELLANEOUS. Terms used in this Appendix C shall have the meanings
assigned to them in the Lease. The terms of this Appendix C are subject to the
terms of the Lease.


                                       C-4

<PAGE>

                                   APPENDIX D

                    MORTGAGES CURRENTLY AFFECTING THE PROJECT

                                      NONE


                                       D-1

<PAGE>

                                   APPENDIX E

                         COMMENCEMENT DATE CONFIRMATION

     Landlord: CarrAmerica Realty Corporation, a Maryland corporation

     Tenant: Corillian Corporation, an Oregon corporation

     This Commencement Date Confirmation is made by Landlord and Tenant pursuant
to that certain Lease dated as of May 22, 2000 (the "Lease") for the following
premises:

          (a) All of Building 2, approximately 66,198 rentable square feet,
     located at 3400 N.W. John Olsen Place, Hillsboro, Oregon 97124;

          (b) All of the second floor and all of the third floor of Building 1,
     approximately 44,901 rentable square feet, located at 3600 N.W. John Olsen
     Place, Hillsboro, Oregon;

          (c) All of Building 3, approximately 11,028 rentable square feet,
     located at 3500 N.W. John Olsen Place, Hillsboro, Oregon

This Confirmation is made pursuant to Item 9 of the Schedule to the Lease.

     LEASE COMMENCEMENT DATE, TERMINATION DATE. Landlord and Tenant hereby agree
that the Phase 1 Commencement Date of the Lease for the Phase 1 Premises is
October 1, 2000, the Phase 2 Commencement Date of the Lease for the Phase 2
Commencement Date is January 1 and the Termination Date of the Lease is October
1, 2007.

     ACCEPTANCE OF PREMISES. Tenant has inspected the Premises and affirms that
the Premises is acceptable in all respects in its current "as is" condition.

     INCORPORATION. This Confirmation is incorporated into the Lease, and forms
an integral part thereof. This Confirmation shall be construed and interpreted
in accordance with the terms of the Lease for all purposes.

                                        TENANT:

                                        Corillian Corporation, an Oregon
                                        corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                              [Signatures continue]


                                       E-1

<PAGE>

                                        LANDLORD:

                                        CarrAmerica Realty Corporation, a
                                        Maryland corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                       (EXHIBIT ONLY - NOT FOR EXECUTION)


                                       E-2

<PAGE>

                                   APPENDIX F

                                LEGAL DESCRIPTION

Lot 11, Tanasbourne Corporate Center in the City of Hillsboro, County of
Washington and State of Oregon.


                                       F-1

<PAGE>

                                   APPENDIX G

                                EXTENSION OPTION

     EXTENSION OPTION. Subject to Subsection B below, Tenant may at its option
extend the Term of this Lease for two (2) successive periods of five (5) years
each. Each such period is called a "Renewal Term", and the first such five (5)
year period is called the "First Renewal Term" and the second such five (5) year
period is called the "Second Renewal Term". Each Renewal Term shall be upon the
same terms contained in this Lease (excluding the provisions of Appendix G of
this Lease) and except for the payment of Base Rent during the Renewal Term; and
any reference in the Lease to the "Term" of the Lease shall be deemed to include
any Renewal Term and apply thereto, unless it is expressly provided otherwise.
Tenant shall have no additional extension options.

     A. The Base Rent during the First Renewal Term shall be the greater of (i)
the Base Rent applicable to the last day of the final Lease Year prior to the
applicable Renewal Term, or (ii) 100% the Market Rate (defined hereinafter) for
such space for a term commencing on the first day of the Renewal Term. "Market
Rate" shall mean the then prevailing market rate for a comparable term
commencing on the first day of the Renewal Term for tenants of comparable size
and creditworthiness for comparable space in the Building and other first class
office buildings in the vicinity of the Building. For purposes of each Renewal
Term, market rate shall also include a tenant improvement (refreshment)
allowance comparable to other tenants of similar size and creditworthiness for
comparable space in other first-class office buildings in the vicinity of the
Building.

     B. To exercise any option, Tenant must deliver a binding notice to Landlord
not less than fourteen (14) months prior to the expiration of the initial Term
of this Lease, or the first Renewal Term, as the case may be. The Market Rate
for the Renewal Term shall be calculated pursuant to Subsection C below and
Landlord shall inform Tenant of the Market Rate. Such calculations shall be
final and shall not be recalculated at the actual commencement of the Renewal
Term. If Tenant fails to timely give its notice of exercise, Tenant will be
deemed to have waived its option to extend.

     C. Market Rate shall be determined as follows:

          (i)  If Tenant provides Landlord with its binding notice of exercise
               pursuant to Subsection B above, then at some point between
               nineteen (19) and seventeen (17) months prior to the commencement
               of the First Renewal Term (or, at Landlord's election, at an
               earlier point), Landlord shall calculate and inform Tenant of the
               Market Rate. If Tenant rejects the Market Rate as calculated by
               Landlord, Tenant shall inform Landlord of its rejection within
               ten (10) days after Tenant's receipt of Landlord's calculation,
               and Landlord and Tenant shall commence negotiations to agree upon
               the Market Rate. If Tenant fails to timely reject Landlord's
               calculation of the Market Rate it will be deemed to have accepted
               such calculation. If Landlord and Tenant are unable to reach
               agreement within twenty-one (21) days after Landlord's receipt of
               Tenant's notice of rejection, then the Market Rate shall be
               determined in accordance with (ii) below.

          (ii) If Landlord and Tenant are unable to reach agreement on the
               Market Rate within said twenty-one (21) day period, then within
               seven (7) days, Landlord and Tenant shall each simultaneously
               submit to the other in a sealed envelope


                                       G-1

<PAGE>

               its good faith estimate of the Market Rate. If the higher of such
               estimates is not more than one hundred five percent (105%) of the
               lower, then the Market Rate shall be the average of the two.
               Otherwise, the dispute shall be resolved by arbitration in
               accordance with (iii) and (iv) below.

          (iii) Within seven (7) days after the exchange of estimates, the
               parties shall select as an arbitrator an independent MAI
               appraiser with at least five (5) years of experience in
               appraising office space in the metropolitan area in which the
               Project is located (a "Qualified Appraiser"). If the parties
               cannot agree on a Qualified Appraiser, then within a second
               period of seven (7) days, each shall select a Qualified Appraiser
               and within ten (10) days thereafter the two appointed Qualified
               Appraisers shall select a third Qualified Appraiser and the third
               Qualified Appraiser shall be the sole arbitrator. If one party
               shall fail to select a Qualified Appraiser within the second
               seven (7) day period, then the Qualified Appraiser chosen by the
               other party shall be the sole arbitrator.

          (iv) Within twenty-one (21) days after submission of the matter to the
               arbitrator, the arbitrator shall determine the Market Rate by
               choosing whichever of the estimates submitted by Landlord and
               Tenant the arbitrator judges to be more accurate. The arbitrator
               shall notify Landlord and Tenant of its decision, which shall be
               final and binding. If the arbitrator believes that expert advice
               would materially assist him, the arbitrator may retain one or
               more qualified persons to provide expert advice. The fees of the
               arbitrator and the expenses of the arbitration proceeding,
               including the fees of any expert witnesses retained by the
               arbitrator, shall be paid by the party whose estimate is not
               selected. Each party shall pay the fees of its respective counsel
               and the fees of any witness called by that party.

     D. Tenant's option to extend this Lease is subject to the conditions that:
(i) on the date that Tenant delivers its binding notice exercising an option to
extend, Tenant is not in default under this Lease after the expiration of any
applicable notice and cure periods, and (ii) Tenant shall not have assigned the
Lease, or sublet any portion of the Premises under a sublease (as permitted
without Landlord's consent as provided for in Section 17.G), which is effective
at any time during the final twelve (12) months of the initial Term or the First
Renewal Term, as applicable.


                                       G-2

<PAGE>

                                   APPENDIX H

                          RIGHT OF FIRST OFFER TO LEASE

     RIGHT OF FIRST OFFER. Subject to Subsection B below, and subject to any
expansion or renewal options of any current tenant in the Building (a "Prior
Tenant"), or the right of Landlord to extend the Lease of any current tenant in
the Building, Landlord hereby grants to Tenant for the term of the Lease a right
of first offer to lease any available space in the Building (collectively, the
"ROFO Space" including space presently occupied by the University of Phoenix,
when that space becomes available), to be exercised in accordance with
Subsection A below.

     A. If and when any ROFO Space becomes available for lease to anyone other
than a Prior Tenant, Landlord shall so notify Tenant ("Landlord's ROFO Notice")
identifying the available ROFO Space (the "Subject ROFO Space"). Landlord's ROFO
Notice may be given in advance of such availability and shall contain the terms
upon which Landlord intends to offer the Subject ROFO Space for lease to the
market. Tenant shall notify Landlord within ten (10) days of receipt of
Landlord's ROFO Notice whether it desires to lease the Subject ROFO Space on the
terms set forth in Landlord's ROFO Notice. If Tenant does not notify Landlord
within said 10-day period that it will lease the Subject ROFO Space, Tenant
shall be deemed to have refused the Subject ROFO Space. After any refusal,
Tenant shall have no further right of first offer for such Subject ROFO Space
and Landlord shall be free to lease such space to any party for any term and
upon any terms it desires. Provided, however, that Landlord will not lease the
ROFO space to any other tenant on economic terms which are materially more
favorable to such other tenant without again making the space available to
Tenant. As used herein, "materially more favorable" shall mean essential
economic terms which are more favorable to other tenant by at least 5%. If
Tenant exercises its right of first offer with respect to the Subject ROFO
Space, such space shall be added to the Premises for all purposes of this lease
for the remaining Term of the Lease on (a) the terms specified in Landlord's
ROFO Notice, and (b) the terms of this Lease to the extent that they do not
conflict with the terms specified in Landlord's ROFO Notice, except that the
terms of Landlord's ROFO Notice shall not apply during any Renewal Term, and
instead, the terms of the Lease applying to the remainder of the Premises during
the Renewal Term shall also apply to the Subject ROFO Space.

     B. Tenant's right of first offer is subject to the conditions that: (i) on
the date that Tenant delivers its notice exercising its right of first offer,
Tenant is not in default under this Lease after the expiration of any applicable
notice and cure periods, and (ii) Tenant shall not have assigned the Lease, or
sublet any portion of the Premises under a sublease which is in effect at any
time during the period commencing with Tenant's delivery of its notice and
ending on the date the ROFO Space is added to the Premises.

     C. Promptly after Tenant's exercise of its right of first offer, Landlord
shall deliver to Tenant an amendment to the Lease to reflect changes in the
Premises, Base Rent, Tenant's Proportionate Share and any other appropriate
terms changed by the addition of the ROFO Space. Within 15 days thereafter,
Tenant shall execute and return the amendment and Landlord shall promptly
execute the amendment and return it to Tenant. Tenant's failure to execute and
return the amendment to Landlord shall entitle Landlord to terminate this ROFO
upon written notice to Tenant, at Landlord's election.


                                       H-1

<PAGE>

                                   APPENDIX I

                        RIGHT OF FIRST OFFER TO PURCHASE

     RIGHT OF FIRST OFFER. Provided that (a) the Lease shall be in full force
and effect, (b) Tenant, shall not be in default under the Lease beyond any
applicable cure period, and (c) Buyer shall not have assigned its interest in
the Lease or sublet any portion of the Premises, except to permitted
subsidiaries or affiliates as provided in Section 17.G. Landlord agrees that if
Landlord desires to sell the Project separately from any other project then
owned by Landlord, Tenant shall have the right of first offer to purchase the
Project ("Right of First Offer"), in accordance with the terms hereof.
Notwithstanding any other term or provision hereof, Tenant's Right of First
Offer shall terminate upon the Termination Date, including any extensions or
renewals thereof or any earlier termination of this Lease.

     (i) Landlord shall give Tenant written notice of Landlord's desire to sell
the Project (the "First Offer Notice"), which notice shall include the purchase
price and essential business terms upon which Landlord is willing to sell the
Project. Tenant shall have ten (10) business days following the effective date
of the First Offer Notice within which to accept, by written notice to Landlord,
the terms contained therein.

     (ii) Time is of the essence hereof. If Tenant fails for any reason to
respond to the First Offer Notice within such ten business days, the terms
contained in the First Offer Notice shall be deemed rejected. If Tenant rejects
the terms of the First Offer Notice, Landlord shall be entitled to sell the
Project to any third party upon any terms and conditions Landlord deems
acceptable in its sole discretion; provided, however, that Landlord shall not
sell the Project on economic terms which are materially more favorable than
those set forth in the First Offer Notice without again offering the Project to
Buyer, in accordance with the terms hereof.

     (iii) Notwithstanding the remaining terms hereof, the Right of First Offer
contained in this paragraph shall not apply in the case of any sale, transfer,
or conveyance of the Project to any parent, subsidiary, successor by merger or
reorganization, or affiliate of the Seller; provided, however, that in any such
instance, the transferee shall take the Project subject to the remaining terms
hereof. As used herein, "affiliate" shall mean a person or entity controlling,
controlled by, or under common control with Seller.


                                       I-1

<PAGE>

                                   APPENDIX J

                                  NAMING RIGHTS

     NAMING RIGHTS. Landlord will change the name of the Project to " [TBD] "
provided that each of the following have been satisfied or continue to exist at
the time of the requested name change by Tenant:

     (i) The Letter of Credit required by Section 20 has been released by
Landlord;

     (ii) Tenant has not been in default under this Lease beyond any applicable
cure period;

     (iii) Tenant continues to occupy all of the Premises and has not subleased
any of the Premises to any third party other than to a subsidiary or affiliated
company as described in Section _____; and

     (iv) [Other conditions]

     If any of the conditions in (ii), (iii) or (iv) above no longer continue to
exist, Landlord shall have the right to change the name of the Project and to
replace all signs with a new name in Landlord's sole discretion. The cost of
removal of the signs bearing the [TBD] name and the replacement of those signs
with new signs shall be performed by Landlord provided that all costs and
expenses thereof shall be paid by Tenant upon demand by Landlord.


                                       J-1

<PAGE>

                                   APPENDIX K

                               JANITORIAL SERVICE

Landlord shall furnish janitorial service as described below:

DAILY

1.   Sweep, dry mop (using treated mops), or vacuum all floor areas (moving
     light furniture) of resilient wood or carpet, remove matter such as gum and
     tar which has adhered to the floor.

2.   Empty and damp wipe all ashtrays and waste baskets and remove all trash.

3.   Dust all horizontal surfaces with treated dust cloth, including furniture,
     files, equipment, blinds, and louvers that can be reached without a ladder.

4.   Spot wash to remove smudges, marks, fingerprints from such areas as walls,
     equipment, doors, partitions and light switches within reach.

5.   Wash and disinfect water fountains and water coolers.

6.   Damp mop all non-resilient floors such as concrete, terrazzo and ceramic
     tile.

7.   Empty all waste containers.

8.   Dust and rub down elevator doors, walls, and metal work in elevator cabs.

TOILET ROOMS

1.   Clean mirrors, soap dispensers, shelves, wash basins, exposed plumbing,
     dispenser and disposal container exteriors using detergent disinfectant and
     water. Damp wipe all ledges, toilet stalls and doors, spot clean light
     switchers, doors and walls.

2.   Clean toilets and urinals with detergent disinfectant, beginning with seats
     and working down. Pour one once of bowl cleaner into urinal after cleaning
     and do not flush.

3.   Furnish and refill all soap, toilet, sanitary napkin and towel dispensers.

4.   Clean all baseboards.

5.   Damp mop floors using detergent disinfectant.

WEEKLY

1.   Wash all directory board, display, entry door and side light glass as
     necessary.

2.   Spot clean carpet stains.

3.   Spot wash interior partition glass and door glass to remove all smudge
     marks and finger marks from doors, partitions, woodwork, window ledges and
     window mullions.

MONTHLY

1.   Sweep stairwells and landings.

2.   Wash all uncarpeted areas.

3.   High dust all horizontal and vertical surfaces not reached in nightly
     cleaning, such as pipes, light fixtures, door frames, picture frames and
     other wall hangings.


                                       K-1

<PAGE>

QUARTERLY

1.   Vacuum all ceilings and wall air supply and exhaust diffusers or grills.

2.   Wash all stairwell landings and treads.

3.   Clean exterior windows of the building, weather permitting.

4.   Scrub, was and buff all tile areas.


                                       K-2

<PAGE>

                                   APPENDIX L

                        EXCLUSIVE PARKING STALL LOCATIONS


                                       L-1