Exhibit 10.24

                         FIRST AMENDMENT OF OFFICE LEASE
                                       AND
                            PARKING LICENSE AGREEMENT

      THIS FIRST AMENDMENT OF OFFICE LEASE AND PARKING LICENSE AGREEMENT (this
"Agreement") is made and executed this 13TH DAY OF December, 1999, by and
between TIAA REALTY, INC., a Delaware corporation, successor-in-interest to
Teachers Insurance and Annuity Association, a New York corporation (hereinafter
referred to as "Landlord") and ADSTAR.COM, INC., a Delaware corporation,
successor-in-interest to Ad-Star Services, Inc., a New York corporation
(hereinafter referred to as "Tenant"), who agree as follows:

                                    RECITALS

A. Teachers Insurance and Annuity Association ("Teachers") and Ad-Star Services
("AdSvc") entered into a written Office Lease made as of January 3, 1996
(hereinafter the "Lease") for the lease of certain premises ("Premises") more
commonly known as Suite 325 in that certain office building ("Building") located
at 4553 Glencoe Avenue in the City of Marina del Rey, County of Los Angeles,
State of California, in a project ("Project"), generally referred to as Marina
Business Center II, all as more particularly set forth in the Lease.

B. On March 18, 1998, Landlord succeeded to all right, title and interest in
said Lease held by Teachers.

C. On August 31, 1999, Tenant succeeded to all right, title and interest in said
Lease held by Ad Svc.

D. Landlord and Tenant desire by this Agreement to extend the term of the Lease
and to amend the Lease to provide for Tenant to lease from Landlord, in addition
to its existing Premises, approximately 5,098 square feet of rentable space more
commonly known as Suite 300 (the "Additional Space") on the third floor of the
Building as delineated on Exhibit A-2 attached hereto and by this reference made
a part hereof.

                                      TERMS

      NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants herein contained, and good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1.    Terms. All undefined terms when used herein shall have the same respective
      meanings as are given such terms in the Lease unless expressly provided
      otherwise in this Agreement.

2.    Effective as of the date hereof, the Lease is hereby amended as follows:

      2.1   Section 1.1 ("Premises") is amended by deleting the words "2,209
            square feet of rentable area from the fourth line thereof and
            substituting the following in lieu thereof:

                  "2,209 square feet of rentable area ('Original Space') and
                  5,098 square feet of rentable area ('Additional Space')".

      2.2   Section 1.2 ("Term") is amended by adding at the end of the second
            line thereof

<PAGE>

            the following:

                  "The preceding applies to the Original Space. As to the
                  Additional Space, the target 'New Commencement Date' (as such
                  term is hereinafter defined) shall be February 15, 2000. The
                  Lease term as to the Additional Space shall commence on the
                  earlier to occur of (i) the date of substantial completion of
                  Landlord's Work in the Additional Space, or (ii) the date
                  Tenant occupies or commences using any part of the Additional
                  Space (the 'New Commencement Date') and shall expire on the
                  day preceding the fifth anniversary of the New Commencement
                  Date. Thereafter, the Lease term as to the Original Space
                  shall be co-terminus with the Lease term for the Additional
                  Space".

      2.3   Section 1.3 ("Rental") is deleted in its entirety and the following
            substituted in lieu thereof:

                  "As to the Original Space, the Basic Rent shall be Three
                  Thousand Two Hundred Three and 05/100 Dollars; commencing
                  February 19, 2001, the Basic Rent as to the Original Space
                  shall be increased to Four Thousand Five Hundred Twenty-Eight
                  and 45/100 Dollars ($4,528.45) per month. As to the Additional
                  Space, the Basic Rent shall be Eleven Thousand Three Hundred
                  Sixty-Eight and 54/100 Dollars ($11,368.54) per month;
                  commencing in the 31st month of the Lease term for the
                  Additional Space, the Basic Rent shall be increased to Eleven
                  Thousand Eight Hundred Seventy-Eight and 34/100 Dollars
                  ($11,878.34) per month".

      2.4   Section 1.4 ("Expenses") is amended by adding at the end of the
            fourth line thereof, the following:

                  "As to the Original Space, commencing February 19, 2001,
                  Tenant shall pay Tenant's Share of all Expenses that exceed
                  Landlord's Base Year Costs for calendar year 2001. As to the
                  Additional Space, Tenant shall pay Tenant's Share of all
                  Expenses that exceed Landlord's Base Year Costs for calendar
                  year 2000, together with other items of Expense as set forth
                  in Article 6. Tenant's Share is Seven and 1/100ths percent
                  (7.01%) as to the Additional Space".

      2.5   Section 1.7 ("Security Deposit") is deleted in its entirety and the
            following substituted in lieu thereof:

            "1.7  Security Deposit: Sixteen Thousand Four Hundred Six and 79/100
                  Dollars ($16,406.79)".

      2.6   Section 2.1 is amended by adding on the first line thereof between
            the words "premises" and "(the 'Premises')" the following:

                  "including the Original Space and the Additional Space"

      and by adding at the second line of Section 2.1 after the words "Exhibit
      A" the following:

                  "and Exhibit A-2"

      and by deleting the language on the third line which begins "The area of
      the Premises..." and which ends on the fifth line with the words
      "...rentable area." and substituting the

<PAGE>

following in lieu thereof:

                  "The area of the Premises for all purposes hereunder is
                  stipulated to be 1,943 square feet of usable area as to the
                  Original Space and 4,486 square feet of usable area as to the
                  Additional Space; and 2,209 square feet of rentable area as to
                  the Original Space and 5,098 square feet of rentable area as
                  to the Additional Space".

      2.7   Article 3 ("Term")is deleted in its entirety and the following
            substituted in lieu thereof:

            "3.   TERM

                  3.1 New Commencement Date. The Lease term as to the Additional
                  Space shall be for sixty (60) months and shall commence on the
                  earlier to occur of (i) the date Tenant (or any subtenant)
                  takes possession of, occupies or commences using any part of
                  the Additional Space, or (ii) [he date of "substantial
                  completion" (as hereinafter defined), or (iii) the date
                  established by Landlord in the event of a delay as described
                  in Article 10 hereof. The date on which the Lease term of the
                  Additional Space commences pursuant to the foregoing (the "New
                  Commencement Date") shall be confirmed by Landlord and Tenant
                  in the form set forth in Exhibit B when Tenant takes
                  possession of the Additional Space. The term of the Lease for
                  the Additional Space shall be extended to be co-terminus with
                  the Lease term for the Additional Space. Failure of Tenant to
                  execute Exhibit B within ten (10) days after written request
                  from Landlord shall be a material default hereunder. This
                  Agreement shall be a binding contractual agreement effective
                  upon the date of execution hereof by both Landlord and Tenant,
                  notwithstanding the later commencement of the term of the
                  Lease as to the Additional Space".

                  "3.2 Substantial Completion. For purposes hereof, the phrase
                  "substantial completion" means the completion (as determined,
                  in the event of a dispute, by Landlord's architect or space
                  planner in accordance with AIA standards) of the construction
                  work to be performed by Landlord pursuant to the "Plans" (as
                  defined in Exhibit C, "Construction Provisions", attached
                  hereto), except for such items that constitute minor defects
                  or adjustments which can be completed after occupancy by
                  Tenant without causing material interference with Tenant's use
                  of the Additional Space (so-called "punch list" items). On or
                  about the date when Landlord has substantially completed all
                  work to be performed by Landlord in the Additional Space,
                  Landlord and Tenant shall inspect the Additional Space and all
                  punch list items shall be noted in writing on Landlord's punch
                  list form. Damage to the Additional Space caused by Tenant or
                  its agents or contractors shall not constitute punch list
                  items. As soon thereafter as conditions permit, Landlord shall
                  complete all such punch list items, provided Tenant is not
                  then in default hereunder. Upon Landlord's completion of such
                  punch list items, Landlord and Tenant shall reinspect the
                  Additional Space with regard to all punch list items
                  previously noted and shall indicate on Landlord's punch list
                  form if such items have been satisfactorily completed.
                  Tenant's failure to reinspect any such punch list items within
                  fifteen (15) days after Landlord's written request to do so
                  shall constitute an acceptance by Tenant of such items as
                  being satisfactorily completed".

<PAGE>

                  "3.3 Target New Commencement Date. The Target New Commencement
                  Date is an estimated date only and is set forth in Section 1.3
                  hereof. Landlord shall attempt to complete "Landlord's Work"
                  (as defined in Section 10.1) prior to the Target New
                  Commencement Date, but this Agreement shall not be void or
                  voidable nor shall Landlord or its agents be liable to Tenant
                  by reason of Landlord's failure to complete Landlord's Work by
                  such date. Landlord shall use its best efforts to give Tenant
                  sufficient advance notice of the date of substantial
                  completion. Landlord shall use its best efforts to cooperate
                  with Tenant's move-in schedule and, at Landlord's sole
                  discretion, may allow Tenant to have access to the Additional
                  Space prior to completion of Landlord's Work (provided that
                  Landlord may, after having allowed such access, disallow
                  further access) so that Tenant may install its furniture,
                  equipment and fixtures, prior to the New Commencement Date. In
                  such event, however, Tenant shall not interfere with
                  completion of such work and shall be responsible for any
                  delays, costs or expenses incurred by Landlord due to any such
                  interference, and in such event Tenant shall hold Landlord
                  harmless and indemnify Landlord for any loss or damage to
                  Tenant's furniture, equipment, fixtures, or merchandise and
                  for injury to any persons arising out of the performance of
                  such work in the Additional Space unless caused by the
                  negligence of Landlord, its agents or contractors".

      2.7   The Lease is amended by adding the following after Article 43:

            "44.  OPTION TO EXTEND TERM

                  44.1 Option to Extend Term. Landlord hereby grants Tenant one
                  (1) option of five (5) years ("Option") to extend the initial
                  Lease term ("Initial Term") on the same terms and conditions
                  as set forth in this Lease(excepting this Option to Extend)
                  but at a Basic Rent as set forth below. The Option shall be
                  for an additional term of five (5) years commencing upon the
                  expiration of the Initial Term ("Extended Term") and shall be
                  exercised only by written notice ("Option Notice") delivered
                  to Landlord at least six (6) months, but not more than twelve
                  (12) months prior to the expiration of the Initial Term. If
                  Tenant does not deliver the Option Notice for the Option
                  within the time period set forth herein, the Option shall
                  lapse and Tenant shall have no further right to extend the
                  Lease term. Tenant shall have no further right to extend the
                  term beyond the Extended Term.

                  44.2 Personal Option. If Tenant assigns, mortgages, pledges,
                  hypothecates or encumbers this Lease or its interest in the
                  Premises or sublets all or any portion of the Premises
                  ("Assigns" for purposes of this Article 44 only) prior to the
                  exercise of the Option without first obtaining Landlord's
                  written consent, then the Option shall lapse. If Tenant
                  assigns any interest of Tenant in the Lease or the Premises to
                  an entity after the exercise of the Option, but prior to the
                  commencement of the Extended Term, and Landlord's prior
                  written consent has not been obtained, the Option shall lapse
                  and this Lease shall expire as if the Option were not
                  exercised.

                  44.3 Calculation of Basic Rent. The Basic Rent shall be
                  adjusted on the first day of the Extended Term to the then
                  "Fair Market Rental Value of

<PAGE>

                  the Premises" (as defined in this Article 44), but in no event
                  less than the Basic Rent payable immediately preceding the
                  Extended Term. The term "Fair Market Rental Value of the
                  Premises" shall be the then prevailing fair market rental rate
                  per square foot achieved for comparable space and use within
                  the Marina del Rey - Fox Hills - Culver City market as of the
                  commencement of the Extended Term.

                  44.4 Negotiation. After Landlord receives the Option Notice
                  for the Option, the parties shall have thirty (30) days after
                  Landlord receives the Option Notice in which to negotiate, in
                  good faith, to agree on the Fair Market Rental Value of the
                  Premises during the Extended Term. If, within said thirty
                  (30)-day period the parties agree on the Fair Market Rental
                  Value of the Premises, then this Lease shall be amended
                  pursuant to Section 44.5 hereof. However, if the parties are
                  unable to agree upon the Fair Market Value of the Premises
                  during said thirty (30)-day period, then this Lease shall
                  expire upon the end of the Initial Term unless earlier
                  terminated. Neither Landlord nor Tenant shall have the right
                  to have the Court or any other third party set the Fair Market
                  Value of the Premises; however, neither party shall be
                  prevented from having a Court rule on the issue of good faith.

                  44.5 Documentation. Following Landlord and Tenant's agreement
                  as to the Fair Market Rental Value of the Premises as provided
                  in Section 44.4 above, Landlord shall prepare an amendment to
                  this Lease setting forth the terms of this Lease as modified
                  by the terms of this Article 44. Said amendment shall be
                  submitted to Tenant for execution and Tenant shall have thirty
                  (30) days following receipt thereof from Landlord in which to
                  properly execute and deliver to Landlord said amendment. If
                  Tenant should not execute and deliver said amendment as and
                  when required by this Section 44.5, the same shall constitute
                  a material default under this Lease.

                  44.6 Additional Conditions. The Option shall be exercisable by
                  Tenant on the express conditions that at the time of the
                  exercise of the Option and upon the date of the commencement
                  of the Extended Term, Tenant shall not be in default under any
                  of the provisions of this Lease. The Option granted herein is
                  subject to any existing or prior rights of expansion,
                  extension, renewal, negotiation, offer and other rights and
                  options which third parties may have for the Premises."

      2.8   The Lease is further amended by adding thereto, after Exhibit A-1,
            Exhibit A-2, which is attached hereto and by this reference made a
            part hereof.

      2.9   Exhibit "C" ("Construction Provisions") is deleted in its entirety
            and the attached Exhibit "C" substituted in lieu thereof.

      2.10  Section 1 of the License is amended by deleting the words "Nine (9)"
            on the first line thereof and substituting the words "Thirty (30)"
            therefor.

      2.11  Section 2.1 of the License is deleted in its entirety.

3.    Notwithstanding anything to the contrary in the Lease or in Exhibit "C",
      Landlord hereby grants Tenant a remodeling allowance of $9,715 (the
      "Remodeling Allowance") to be used as a credit towards repainting and
      re-carpeting the Original Space. The Remodeling

<PAGE>

      Allowance will be provided to Tenant within thirty (30) days following
      Landlord's receipt of paid invoices totaling or in excess of the
      Remodeling Allowance; provided, however, that the Remodeling Allowance
      will not be available for Tenant's use until February 19, 2001.

4.    This Agreement contains all of the agreements of the parties hereto with
      respect to the matters contained herein, and no prior agreement,
      arrangement or understanding pertaining to any such matter shall be
      effective for any purpose.


<PAGE>

5.    Except as expressly modified by this Agreement, the Lease shall remain
      unchanged and in full force and effect.

6.    This Agreement may be executed in several counterparts, each of which
      shall be deemed an original, but all of which shall constitute one and the
      same Agreement.

7.    The provisions of this Agreement shall bind and inure to the benefit of
      the heirs, representatives, successors and assigns of the parties hereto.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.


LANDLORD:                TIAA REALTY, INC., a Delaware corporation
                         By:       TEACHERS INSURANCE AND ANNUITY
                                   ASSOCIATION, a New York corporation,
                                   its authorized representative


                                   By: _________________________________________
                                          James P. Garofalo, Assistant Secretary


                                   Date: _______________________________________


TENANT:                   ADSTAR.COM, INC., a Delaware corporation


                          By: _______________________________________________

                          Name: _____________________________________________

                          Title: ____________________________________________


                          By: _______________________________________________

                          Name: _____________________________________________

                          Title: ____________________________________________

<PAGE>

                                   EXHIBIT A-2

                            MARINA BUSINESS CENTER II
                               4553 GLENCOE AVENUE
                                 MARINA DEL REY

                                   THIRD FLOOR

<PAGE>

                                    EXHIBIT C

                             CONSTRUCTION PROVISIONS

      1. These provisions define the scope of work to be provided by Landlord in
the Additional Space under the terms of the Lease. Words and phrases used herein
which are defined in the Lease have the meanings set forth therein unless
provided otherwise.

      2. It is the intent of these provisions that Tenant shall be permitted
freedom in the interior design and layout of its space so long as same is
consistent with Landlord's policies and structural requirements, applicable
building codes, and with sound architectural and construction practices, and
provided further that no interference is caused to the operation of the
Building's mechanical heating, cooling or electrical systems or structure, or
other Building operations or functions, and that no unusual increase in
maintenance, insurance, taxes, fees or utility charges will be incurred by
Landlord or the other tenants in the Building as a result thereof. Any
additional cost of design, construction, operation, insurance, maintenance,
taxes, fees or utilities which results therefrom shall be charged to Tenant and
paid for by Tenant in accordance with the provisions hereof and of the Lease.

      3. Landlord's Work. Landlord hereby grants Tenant a construction allowance
not to exceed $82,991.00 (the "Additional Space Allowance") which Additional
Space Allowance shall be used only as a credit towards the cost of the following
services and materials (hereinafter referred to as "Landlord's Work"):

            3.1 The services of Landlord's space planner to prepare one (1)
approved space layout and one (1) set of approved working drawings [with five
(5) prints]. One minor revision to the original space layout will be included
without charge. All other revisions and prints as well as all interior design or
decorating fees, shall be at Tenant's sole cost and expense.

            3.2 The construction of the improvements and the installation of the
items shown the "Plans", hereinafter defined (as used in the Lease and this
Exhibit C, the term "Building Standard" refers to the minimum quality of
materials to be used in the construction of the Additional Space).

            3.3 Fees for engineering, construction management by Landlord's
Construction Manager (as hereinafter set forth), and previously installed
materials used in the construction (if any).

            3.4 Permits and license fees relating to the construction of
Tenant's improvements.

      4. Tenant's Work. All costs incurred in excess of the foregoing Additional
Space Allowance (hereinafter referred to as "Tenant's Work") shall be for the
account of Tenant and at Tenant's sole cost and expense. Tenant shall pay
building lifting charges (if any) for Tenant's Work to the extent the same are
not otherwise included in the cost of Landlord's Work.

      5. Space Planner. Tenant shall use the services of the space planner
retained by Landlord to prepare a space layout and working drawings and
specifications for all construction work in the Additional Space. Interior
design, and details and specifications for improvements other than Landlord's
Work, shall be for the account of Tenant and shall be paid by Tenant upon
invoice therefor. Tenant shall devote such time in consultation with Landlord's
space planner as shall be necessary to enable the space planner to develop
complete working drawings and

<PAGE>

specifications (hereinafter referred to as the "Plans") for construction of
improvements in the Additional Space, showing thereon partitions, doors,
electrical and telephone outlets, light fixture locations, wall finishes, floor
coverings and special requirements (if any) for Tenant's review and approval.
Failure of Tenant to approve the Plans within the time limit specified in
Section 7 hereof shall be deemed disapproval. If Tenant requests or necessitates
any changes or revisions in the Plans after they have been approved, Tenant
shall bear all costs associated therewith.

      6. Cost Estimates. As soon as practicable after Tenant's approval of the
Plans, Landlord will advise Tenant of the estimated cost payable by Tenant due
to costs for improvements, services or materials in excess of the Additional
Space Allowance (i.e., the estimated cost for Tenant's Work). Landlord will have
no obligation whatsoever to commence construction of any improvements in the
Additional Space unless Tenant approves same and pays the estimated costs for
Tenant's Work in advance, and Landlord's refusal to proceed under such
circumstances shall not defer the New Commencement Date. Upon Tenant's
authorization to proceed and payment of such estimated costs, Landlord shall
commence the construction of improvements in the Additional Space. Upon
substantial completion of the Additional Space (which in the event of a dispute
shall be determined by Landlord's project architect pursuant to AIA standards),
Tenant shall pay the amount of actual costs in excess of such estimated costs
previously paid by Tenant or, if the actual costs are less than such estimated
costs previously paid by Tenant, Landlord shall reimburse the difference to
Tenant. If Tenant fails to make such payment within ten (10) days after receipt
of a demand therefor, Landlord shall have the same rights and remedies as in the
case of a default by Tenant in the payment of Rent under the Lease, and interest
will accrue thereon at the Agreed Rate.

      7. Time Limits. The following maximum time periods shall be allowed for
the indicated matters:

<TABLE>
<CAPTION>
                                                                                          Time Limit After Completion
Action                       of Preceding Item
------
<S>      <C>                                                                               <C>
(a)      Tenant meets with Landlord's space planner and
                  approves initial space layout.                                           5 days after execution
                                                                                           of this Agreement

         (b)      Tenant furnishes all required working drawing
                  information to Landlord's space planner.                                    10 business days

         (c)      Landlord's space planner submits working drawings
                  to Tenant for review and approval.                                          15 business days

         (d)      Tenant gives Landlord its approval of working drawings,
                  with any required changes in detail.                                        5 business days

         (e)      Landlord quotes estimated cost to Tenant for Tenant's
                  Work.                                                                       10 business days

         (f)      Tenant approves such estimated costs and pays the
                  amount thereof to Landlord and authorizes
                  Landlord to proceed.                                                        5 business days

         (g)      Upon substantial completion of the improvements in the
                  Additional Space (i.e., exclusive of punchlist items) Tenant
                  shall pay the entire then remaining balance of actual costs in
                  excess of the Additional Space Allowance within ten (10) days
                  after its receipt of a billing statement from Landlord.
</TABLE>

<PAGE>

It is expressly acknowledged by Tenant that inaccurate or incomplete information
furnished by Tenant may cause delays and that delays in the time schedule set
forth in this Section 7 attributable to Tenant, its agents or contractors will
result in liquidated damages as set forth in Section 12 hereof.

      8. Construction by Landlord's Contractor. Unless otherwise agreed in
writing in this Exhibit C, all construction work in the Additional Space
including Tenant's Work shall be performed by the Tenant Improvement Contractor
("TI Contractor") retained by Landlord. The TI Contractor shall perform such
work in a good and workmanlike manner and shall construct the improvements in
the Additional Space substantially in accordance with the Plans. All such
construction work shall be performed in accordance with all laws, ordinances and
requirements of government agencies having jurisdiction. If Landlord shall,
pursuant to this Exhibit C, permit Tenant to have any work performed by a
contractor retained by Tenant rather than by the TI Contractor, then (i) Tenant
shall use only such contractor as shall have first been approved by Landlord;
(ii) such contractor shall be bondable, (iii) Landlord will permit entry of such
contractor into the Additional Space for the purpose of performing such work,
prior to commencement of the term of the Lease, and while the TI Contractor is
working at the Additional Space, but only at such time or times as Landlord
shall deem feasible in the circumstances; (iv) such license to enter before
commencement of the term is expressly conditioned upon the contractor retained
by Tenant working in harmony and not interfering with the workmen, mechanics and
contractors of Landlord or of any other tenant in the Building or the Project,
and if at any time such entry or work by Tenant's contractor shall cause any
disharmony or interference, such permission to enter may be withdrawn by
Landlord immediately upon written notice to Tenant; (v) worker's compensation,
public liability and property damage insurance, all in amounts and with
companies and on forms satisfactory to Landlord, shall be provided and at all
times maintained by Tenant's contractor, and before proceeding with the work,
certificates of such insurance shall be furnished to Landlord; (vi) such entry
shall be deemed to be under all the terms, covenants, provisions and conditions
of the Lease, except the covenant to pay Rent and Expenses; and (vii) all
materials, work, installations and decorations of any nature whatsoever brought
on or installed in the Additional Space before the commencement of the term of'
the Lease shall be at Tenant's risk, and neither Landlord nor any party acting
on Landlord's behalf shall be responsible for any damage thereto or loss or
destruction thereof.

      9. Construction Manager. Landlord has designated a "Construction Manager"
who shall be responsible for the management and coordination of all work to be
performed in the Additional Space and coordination with Tenant on all matters
governed by these Construction Provisions. The Construction Manager shall be
paid a fee equal to three percent (3%) of the cost of the improvements, services
and materials furnished as a part of Landlord's Work and Tenant's Work as
reimbursement for the expense of administration and coordination of such work.
With regard to all matters involving such work, Tenant shall communicate with
the Construction Manager rather than the TI Contractor. Landlord shall not be
responsible for any statement, representation or agreement made between Tenant
and TI Contractor. It is hereby expressly acknowledged by Tenant that such TI
Contractor is not Landlord's agent and has no authority whatsoever to enter into
agreements on Landlord's behalf or otherwise bind Landlord. The Construction
Manager will furnish Tenant with notices of substantial completion, cost
estimates for Tenant's Work, Landlord's approvals or disapprovals of Plans and
changes thereto, billings for actual costs of Tenant's Work and other similar
notices. Tenant shall deliver all payments required hereunder to the
Construction Manager unless written notice is given by Landlord to the contrary.

      10. Changes. If Tenant requests or necessitates any change, addition or
deletion to the Additional Space after approval of the Plans, as described in
Section 7 above, a request for the change shall be submitted to the Construction
Manager accompanied by revised plans prepared by Landlord's space planner at
Tenant's sole expense. The Construction Manager shall thereafter notify Tenant
in writing of the estimated cost which will be chargeable to Tenant by

<PAGE>

reason of such change, addition or deletion. Such estimated cost shall include
Landlord's cost of any delay in completion of the Additional Space resulting
from such change (including, but not limited to, loss of income, additional
interest, penalties, and extra labor costs incurred in order to minimize further
delay). Tenant shall within five (5) business days thereafter notify the
Construction Manager in writing whether it desires to proceed with such change.
In the absence of such written authorization within that five (5) day period,
Landlord shall not be obligated to perform such change and shall be deemed to
have been authorized by Tenant to proceed without making such change.

      11. Substitutions. Tenant may select different new materials (except
exterior window levelors which must be installed on all exterior windows, the
ceiling system, parabolic light fixtures, and the doors and frames and hardware)
in substitution for the materials specified as the building standard, provided
the selection is indicated on the approved Plans.

      12. Responsibility for Delays. Tenant hereby expressly agrees that if
Tenant is responsible for any delay in substantial completion of the Additional
Space, whether by reason of (i) failure to meet the time schedule set forth in
Section 7 above, (ii) delays in performance or completion by a party employed by
Tenant, (iii) building code problems arising from Tenant's design, or (iv) an
unapproved change in the work necessitated by Tenant, Landlord will suffer loss
or damage (which loss or damage may include administrative costs, attorneys'
fees, excess interest penalties and loss of income), the amount of which would
be extremely difficult to ascertain. Therefore, it is expressly agreed that for
each day of such delay attributable to Tenant the New Commencement Date shall be
accelerated and Tenant shall pay to Landlord an amount equal to the daily amount
of Basic Rent under the Lease, as liquidated damages for such delay and not as a
penalty. Furthermore, if Tenant fails to approve the Plans within ninety (90)
days after execution of the Agreement or fails to pay the estimated costs of
Tenant's Work within thirty (30) days after the same become due and payable,
Landlord may (but need not) terminate the Lease for default upon written notice
to Tenant and in such event Landlord shall not be precluded by reason of the
foregoing from recovering any additional damages it may suffer as a result of
such termination. It is acknowledged and agreed by Tenant that notwithstanding
the provisions for liquidated damages hereinabove set forth, if the Lease is
terminated for default as set forth above such liquidated damages shall not be
deemed to compensate Landlord for the amount of damage, if any, which Landlord
may incur as a result of such termination, and Landlord will not be precluded,
by reason of such liquidated damages provisions, from pursuing any rights or
remedies available under the law for losses incurred as a result thereof.

      13. Incorporation by Reference. This Exhibit C is and shall be
incorporated by reference in the Lease, and all of the terms and provisions of
the Lease are incorporated herein by this reference. Schedule A to this Exhibit
C is hereby incorporated by this reference in the Lease and in this Exhibit.

      14. Attorneys' Fees. In the event of any action or proceeding initiated by
a party hereto for the enforcement or interpretation of the provisions contained
herein, the prevailing party shall be entitled to recover its costs incurred in
connection therewith, including its reasonable attorneys' fees.