<PAGE>

                             150 CALIFORNIA STREET
                           SAN FRANCISCO, CALIFORNIA

                             OFFICE LEASE AGREEMENT

                                    BETWEEN

    EOP-150 CALIFORNIA STREET, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
                                  ("LANDLORD")

                                      AND

              C-BRIDGE INTERNET SOLUTIONS, A DELAWARE CORPORATION
                                   ("TENANT")
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                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>     <C>                                              <C>

I.      BASIC LEASE INFORMATION...........................  1
II.     LEASE GRANT.......................................  3
III.    ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION.......  3
IV.     RENT..............................................  4
V.      COMPLIANCE WITH LAWS; USE.........................  8
VI.     SECURITY DEPOSIT..................................  8
VII.    SERVICES TO BE FURNISHED BY LANDLORD..............  8
VIII.   LEASEHOLD IMPROVEMENTS............................  9
IX.     REPAIRS AND ALTERATIONS...........................  9
X.      USE OF ELECTRICAL SERVICES BY TENANT.............. 10
XI.     ENTRY BY LANDLORD................................. 11
XII.    ASSIGNMENT AND SUBLETTING......................... 11
XIII.   LIENS............................................. 12
XIV.    INDEMNITY AND WAIVER OF CLAIMS.................... 12
XV.     INSURANCE......................................... 13
XVI.    SUBROGATION....................................... 13
XVII.   CASUALTY DAMAGE................................... 14
XVIII.  CONDEMNATION...................................... 14
XIX.    EVENTS OF DEFAULT................................. 15
XX.     REMEDIES.......................................... 15
XXI.    LIMITATION OF LIABILITY........................... 16
XXII.   NO WAIVER......................................... 17
XXIII.  QUIET ENJOYMENT................................... 17
XXIV.   RELOCATION........................................ 17
XXV.    HOLDING OVER...................................... 17
XXVI.   SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.. 17
XXVII.  ATTORNEYS' FEES................................... 18
XXVIII. NOTICE............................................ 18
XXIX.   EXCEPTED RIGHTS................................... 18
XXX.    SURRENDER OF PREMISES............................. 18
XXXI.   MISCELLANEOUS..................................... 19
XXXII.  ENTIRE AGREEMENT.................................. 20
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                             OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of
the 15th day of March, 2000, by and between EOP-150 CALIFORNIA STREET, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and C-BRIDGE INTERNET SOLUTIONS,
A DELAWARE CORPORATION ("Tenant").

I.   BASIC LEASE INFORMATION.

     A.   "Building" shall mean that certain building to be constructed at 150
          California Street, San Francisco, California, commonly known as 150
          California Street.  As of the date of this Lease, Landlord has not
          caused the Building to be fully constructed.

     B.   "Rentable Square Footage of the Building" is deemed to be
          approximately 201,787 square feet, subject to adjustment as provided
          below in Section I.C.

     C.   "Premises" shall mean the area shown on EXHIBIT A to this Lease.  The
          Premises are located on the 10th floor and known as suite number 1000.
          The "Rentable Square Footage of the Premises" is deemed to be 9,829
          square feet.  If the Premises include one or more floors in their
          entirety, all corridors and restroom facilities located on such full
          floor(s) shall be considered part of the Premises.  Upon substantial
          completion of the Building, Landlord shall have its architect measure
          the Premises and Building in accordance with Landlord's standard
          measurement practices for the Building in order to determine the
          Rentable Square Footage of the Premises and Rentable Square Footage of
          the Building.  Such remeasurement shall be conducted using the
          following load factor for the Premises:  single tenant/full floor load
          factor of approximately 20.82% (not to exceed 22.82%).  Upon such
          determination, Landlord and Tenant shall enter into the amendment as
          described in the last paragraph of Section I.D. below.

     D.   "Base Rent":

          ---------------------------------------------------------------------
                                      ANNUAL RATE       ANNUAL      MONTHLY
                  PERIOD            PER SQUARE FOOT    BASE RENT   BASE RENT
          ---------------------------------------------------------------------
          ---------------------------------------------------------------------
            6/1/2000 - 5/31/2005         $55.75       $547,966.80  $45,663.90
          ---------------------------------------------------------------------

          Landlord and Tenant acknowledge that the foregoing schedule is based
          upon the assumption that the Premises shall contain a total of 9,829
          square feet of Rentable Square Footage.  In the event that the
          Premises contain other than 9,829 square feet of Rentable Square
          Footage as a result of a remeasurement of the Premises by Landlord's
          architect as provided in Section I.C. above, the foregoing schedule
          shall be recalculated based upon the actual Rentable Square Footage of
          the Premises, and upon such determination of the Rentable Square
          Footage of the Premises, Landlord and Tenant shall promptly enter into
          an amendment to this Lease to modify (i) the total Rentable Square
          Footage of the Premises, (ii) the Rentable Square Footage of the
          Building (to reflect any change in the Rentable Square Footage of the
          Building as a result of a remeasurement of the Building by Landlord's
          architect as provided in Section I.C. above), (iii) the amount of the
          monthly installments of Base Rent payable by Tenant with respect to
          the Premises, (iv) the amount of the Allowance, if any, and (v) any
          other matters which are affected by a change in the Rentable Square
          Footage of the Premises.

     E.   "Tenant's Pro Rata Share":  4.8710%.

     F.   "Base Year" for Taxes:  2000; "Base Year" for Expenses:  2000.

     G.   "Term": A period of 60 months.  The Term shall commence on JUNE 1,
          2000 (the "Commencement Date") and, unless terminated early in
          accordance with this Lease, end on MAY 31, 2005 (the "Termination
          Date").  However, if Landlord is required to Substantially Complete
          (defined in Section III.A) any Landlord Work (defined in Section I.O.)
          prior to the Commencement Date under the terms of a Work Letter
          (defined in Section I.O): (1) the date set forth in the prior sentence
          as the "Commencement Date" shall instead be defined as the "Target
          Commencement Date" by which date Landlord will use reasonable efforts
          to

                                       1
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          Substantially Complete the Landlord Work; and (2) the actual
          "Commencement Date" shall be the date on which the Landlord Work is
          Substantially Complete, as determined by Section III.A. In such
          circumstances, the Termination Date will instead be the last day of
          the Term as determined based upon the actual Commencement Date.
          Landlord's failure to Substantially Complete the Landlord Work by the
          Target Commencement Date shall not be a default by Landlord or
          otherwise render Landlord liable for damages. Promptly after the
          determination of the Commencement Date, Landlord and Tenant shall
          enter into a commencement letter agreement in the form attached as
          EXHIBIT C.

     H.   Tenant allowance(s): $35.00 per rentable square foot of the Premises,
          as more fully set forth on EXHIBIT D.

     I.   "Security Deposit" shall mean $933.755.00 in the form of a letter of
          credit, as more fully described in Article VI.

     J.   "Guarantor(s)":  As of the date of this Lease, there are no
          Guarantors.

     K.   "Broker(s)":  Grubb & Ellis

     L.   "Permitted Use":  General office use.

     M.   "Notice Addresses":

          Tenant:

          On and after the Commencement Date, notices shall be sent to Tenant at
          the Premises.  Prior to the Commencement Date, notices shall be sent
          to Tenant at the following address:

          C-BRIDGE INTERNET SOLUTIONS
          1750 MONTGOMERY STREET
          SAN FRANCISCO, CALIFORNIA  94111

          LANDLORD:                           WITH A COPY TO:

          EOP-150 CALIFORNIA STREET, L.L.C.   EQUITY OFFICE PROPERTIES TRUST
          C/O EQUITY OFFICE PROPERTIES TRUST  TWO NORTH RIVERSIDE PLAZA
          150 CALIFORNIA STREET               SUITE 2200
          SAN FRANCISCO, CALIFORNIA 94104     CHICAGO, ILLINOIS 60606
          ATTENTION:  BUILDING MANAGER        ATTENTION: REGIONAL COUNSEL -
                                                         PACIFIC REGION

          Rent (defined in Section IV.A) is payable to the order of EQUITY
          OFFICE PROPERTIES at the following address:  TO BE DETERMINED.

     N.   "Business Day(s)" are Monday through Friday of each week, exclusive of
          New Year's Day, Memorial Day, Independence Day, Labor Day,
          Thanksgiving Day and Christmas Day ("Holidays").  Landlord may
          designate additional Holidays, provided that the additional Holidays
          are commonly recognized by other office buildings in the area where
          the Building is located.

     O.   "Landlord Work" means the work, if any, that Landlord is obligated to
          perform in the Premises pursuant to a separate work letter agreement
          (the "Work Letter"), if any, attached as EXHIBIT D.  If a Work Letter
          is not attached to this Lease or if an attached Work Letter does not
          require Landlord to perform any work, the occurrence of the
          Commencement Date shall not be conditioned upon the performance of
          work by Landlord and, accordingly, Section III.A. shall not be
          applicable to the determination of the Commencement Date.

     P.   "Law(s)" means all applicable statutes, codes, ordinances, orders,
          rules and regulations of any municipal or governmental entity.

     Q.   "Normal Business Hours" for the Building are 8:00 a.m. to 6:00 p.m. on
          Business Days.

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     R.   "Property" means the Building and the parcel(s) of land on which it is
          located and, at Landlord's discretion, the Building garage and other
          improvements serving the Building, if any, and the parcel(s) of land
          on which they are located.

II.  LEASE GRANT.

     Landlord leases the Premises to Tenant and Tenant leases the Premises from
Landlord, together with the right in common with others to use any portions of
the Property that are designated by Landlord for the common use of tenants and
others, such as sidewalks, unreserved parking areas, common corridors, elevator
foyers, restrooms, vending areas and lobby areas (the "Common Areas").

III. ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION.

     A.   The Landlord Work shall be deemed to be "Substantially Complete" on
          the later of (i) the date that all Landlord Work has been performed
          other than any details of construction, mechanical adjustment or any
          other similar matter, the noncompletion of which does not materially
          interfere with Tenant's use of the Premises, or (ii) the date Landlord
          receives (or would have received absent any Tenant Delays) all
          governmental approvals which are required to obtain a temporary or
          permanent certificate of occupancy for the Premises from the local
          governmental authority.  However, if Landlord is delayed in the
          performance of the Landlord Work as a result of any Tenant Delay(s)
          (defined below), the Landlord Work shall be deemed to be Substantially
          Complete on the date that Landlord could reasonably have been expected
          to Substantially Complete the Landlord Work absent any Tenant Delay.
          "Tenant Delay" means any act or omission of Tenant or its agents,
          employees, vendors or contractors that actually delays the Substantial
          Completion of the Landlord Work, including, without limitation: (1)
          Tenant's failure to furnish information or approvals within any time
          period specified in this Lease, including the failure to prepare or
          approve preliminary or final plans by any applicable due date; (2)
          Tenant's selection of equipment or materials that have long lead times
          after first being informed by Landlord that the selection may result
          in a delay; (3) changes requested or made by Tenant to previously
          approved plans and specifications; (4) performance of work in the
          Premises by Tenant or Tenant's contractor(s) during the performance of
          the Landlord Work; or (5) if the performance of any portion of the
          Landlord Work depends on the prior or simultaneous performance of work
          by Tenant, a delay by Tenant or Tenant's contractor(s) in the
          completion of such work.  If the Commencement Date does not occur by
          March 1, 2001 (or such later date as the Commencement Date may be
          extended due to Tenant Delays and events of Force Majeure) (the
          "Outside Completion Date"), Landlord or Tenant, as their sole remedy,
          may terminate this Lease by giving the other party written notice of
          termination on or before 10 Business Days after the Outside Completion
          Date.  In such event, the termination of this Lease shall be effective
          as of the date of the non-terminating party's receipt of such notice
          of termination.  In the event that either Tenant or Landlord has so
          provided the termination notice, this Lease shall be deemed null and
          void and of no further force and effect and Landlord shall promptly
          refund any prepaid rent and Security Deposit previously advanced by
          Tenant under this Lease and, so long as Tenant has not previously
          defaulted under any of its obligations under the Work Letter beyond
          any applicable cure period, the parties hereto shall have no further
          responsibilities or obligations to each other with respect to this
          Lease.  Landlord and Tenant acknowledge and agree that:  (i) the
          determination of the Commencement Date and the Outside Completion Date
          shall take into consideration the effect of any Tenant Delays, and any
          events of Force Majeure.  Notwithstanding anything herein to the
          contrary, if Landlord determines, that it will be unable to cause the
          Commencement Date to occur by the Outside Completion Date, Landlord
          shall have the right to immediately cease its performance of the
          Landlord Work and provide Tenant with written notice (the "Outside
          Extension Notice") of such inability, which Outside Extension Notice
          shall set forth the date on which Landlord reasonably believes that
          the Commencement Date will occur.  Upon receipt of the Outside
          Extension Notice, Tenant shall have the right to terminate this Lease
          by providing written notice of termination to Landlord within 10
          Business Days after the date of Tenant's receipt of the Outside
          Extension Notice.  In the event Tenant so provides a written notice of
          termination, this Lease shall terminate effective as of the date of
          Landlord's receipt of Tenant's notice of termination.  In the event
          that Tenant does not terminate this Lease within such 10 Business Day
          period, the Outside Completion Date shall automatically be

                                       3
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          amended to be the date set forth in Landlord's Outside Extension
          Notice (subject to an ongoing right of the parties hereto to repeat
          this process in the event Tenant does not so terminate this Lease and
          Landlord subsequently determines that Landlord will be unable to cause
          the Commencement Date to occur by the Outside Completion Date as
          extended).

     B.   Subject to Landlord's obligation, if any, to perform Landlord Work and
          Landlord's obligations under Section IX.B., the Premises are accepted
          by Tenant in "as is" condition and configuration. By taking possession
          of the Premises, Tenant agrees that the Premises are in good order and
          satisfactory condition, and that there are no representations or
          warranties by Landlord regarding the condition of the Premises or the
          Building.  If Landlord is delayed delivering possession of the
          Premises or any other space due to the holdover or unlawful possession
          of such space by any party, Landlord shall use reasonable efforts to
          obtain possession of the space.  If Landlord is not required to
          Substantially Complete Landlord Work before the Commencement Date, the
          Commencement Date shall be postponed until the date Landlord delivers
          possession of the Premises to Tenant free from occupancy by any party,
          and the Termination Date, at the option of Landlord, may be postponed
          by an equal number of days.  If Landlord is required to Substantially
          Complete Landlord Work before the Commencement Date, the Commencement
          Date and Termination Date shall be determined by Section I.G.

     C.   If Tenant takes possession of the Premises before the Commencement
          Date, such possession shall be subject to the terms and conditions of
          this Lease and Tenant shall pay Rent (defined in Section IV.A.) to
          Landlord for each day of possession before the Commencement Date.
          However, except for the cost of services requested by Tenant (e.g.
          freight elevator usage), Tenant shall not be required to pay Rent for
          any days of possession before the Commencement Date during which
          Tenant, with the approval of Landlord, is in possession of the
          Premises for the sole purpose of performing improvements or installing
          furniture, equipment or other personal property.

IV.  RENT.

     A.   Payments. As consideration for this Lease, Tenant shall pay Landlord,
          --------
          without any setoff or deduction, the total amount of Base Rent and
          Additional Rent due for the Term. "Additional Rent" means all sums
          (exclusive of Base Rent) that Tenant is required to pay Landlord.
          Additional Rent and Base Rent are sometimes collectively referred to
          as "Rent". Tenant shall pay and be liable for all rental, sales and
          use taxes (but excluding income taxes), if any, imposed upon or
          measured by Rent under applicable Law.  Base Rent and recurring
          monthly charges of Additional Rent shall be due and payable in advance
          on the first day of each calendar month without notice or demand,
          provided that the installment of Base Rent for the first full calendar
          month of the Term shall be payable upon the execution of this Lease by
          Tenant.  All other items of Rent shall be due and payable by Tenant on
          or before 30 days after billing by Landlord.  All payments of Rent
          shall be by good and sufficient check or by other means (such as
          automatic debit or electronic transfer) acceptable to Landlord.  If
          Tenant fails to pay any item or installment of Rent when due, Tenant
          shall pay Landlord an administration fee equal to 5% of the past due
          Rent, provided that Tenant shall be entitled to a grace period of 5
          days for the first 2 late payments of Rent in a given calendar year.
          If the Term commences on a day other than the first day of a calendar
          month or terminates on a day other than the last day of a calendar
          month, the monthly Base Rent and Tenant's Pro Rata Share of any Tax
          Excess (defined in Section IV.B.) or Expense Excess (defined in
          Section IV.B.) for the month shall be prorated based on the number of
          days in such calendar month.  Landlord's acceptance of less than the
          correct amount of Rent shall be considered a payment on account of the
          earliest Rent due.  No endorsement or statement on a check or letter
          accompanying a check or payment shall be considered an accord and
          satisfaction, and either party may accept the check or payment without
          prejudice to that party's right to recover the balance or pursue other
          available remedies.  Tenant's covenant to pay Rent is independent of
          every other covenant in this Lease.

     B.   Expense Excess and Tax Excess. Tenant shall pay Tenant's Pro Rata
          -----------------------------
          Share of the amount, if any, by which Expenses (defined in Section
          IV.C.) for each calendar year during the Term exceed Expenses for the
          Base Year (the "Expense Excess") and also the amount, if any, by which
          Taxes (defined in

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          Section IV.D.) for each calendar year during the Term exceed Taxes for
          the Base Year (the "Tax Excess"). If Expenses and/or Taxes in any
          calendar year decrease below the amount of Expenses and/or Taxes for
          the Base Year, Tenant's Pro Rata Share of Expenses and/or Taxes, as
          the case may be, for that calendar year shall be $0. Landlord shall
          provide Tenant with a good faith estimate of the Expense Excess and of
          the Tax Excess for each calendar year during the Term. On or before
          the first day of each month, Tenant shall pay to Landlord a monthly
          installment equal to one-twelfth of Tenant's Pro Rata Share of
          Landlord's estimate of the Expense Excess and one-twelfth of Tenant's
          Pro Rata Share of Landlord's estimate of the Tax Excess. If Landlord
          determines that its good faith estimate of the Expense Excess or of
          the Tax Excess was incorrect by a material amount, Landlord may
          provide Tenant with a revised estimate. After its receipt of the
          revised estimate, Tenant's monthly payments shall be based upon the
          revised estimate. If Landlord does not provide Tenant with an estimate
          of the Expense Excess or of the Tax Excess by January 1 of a calendar
          year, Tenant shall continue to pay monthly installments based on the
          previous year's estimate(s) until Landlord provides Tenant with the
          new estimate. Upon delivery of the new estimate, an adjustment shall
          be made for any month for which Tenant paid monthly installments based
          on the previous year's estimate(s). Tenant shall pay Landlord the
          amount of any underpayment within 30 days after receipt of the new
          estimate. Any overpayment shall be refunded to Tenant within 30 days
          or credited against the next due future installment(s) of Additional
          Rent.

          As soon as is practical following the end of each calendar year,
          Landlord shall furnish Tenant with a statement of the actual Expenses
          and Expense Excess and the actual Taxes and Tax Excess for the prior
          calendar year.  If the estimated Expense Excess and/or estimated Tax
          Excess for the prior calendar year is more than the actual Expense
          Excess and/or actual Tax Excess, as the case may be, for the prior
          calendar year, Landlord shall apply any overpayment by Tenant against
          Additional Rent due or next becoming due, provided if the Term expires
          before the determination of the overpayment, Landlord shall refund any
          overpayment to Tenant after first deducting the amount of Rent due.
          If the estimated Expense Excess and/or estimated Tax Excess for the
          prior calendar year is less than the actual Expense Excess and/or
          actual Tax Excess, as the case may be, for such prior year, Tenant
          shall pay Landlord, within 30 days after its receipt of the statement
          of Expenses and/or Taxes, any underpayment for the prior calendar
          year.

     C.   Expenses Defined.  "Expenses" means all costs and expenses incurred in
          ----------------
          each calendar year in connection with operating, maintaining,
          repairing, and managing the Building and the Property, including, but
          not limited to:

          1.   Labor costs, including, wages, salaries, social security and
               employment taxes, medical and other types of insurance, uniforms,
               training, and retirement and pension plans.

          2.   Management fees, the cost of equipping and maintaining a
               management office, accounting and bookkeeping services, legal
               fees not attributable to leasing or collection activity, and
               other administrative costs.  Landlord, by itself or through an
               affiliate, shall have the right to directly perform or provide
               any services under this Lease (including management services),
               provided that the cost of any such services shall not exceed the
               cost that would have been incurred had Landlord entered into an
               arms-length contract for such services with an unaffiliated
               entity of comparable skill and experience.

          3.   The cost of services, including amounts paid to service providers
               and the rental and purchase cost of parts, supplies, tools and
               equipment.

          4.   Premiums and deductibles paid by Landlord for insurance,
               including workers compensation, fire and extended coverage,
               earthquake, general liability, rental loss, elevator, boiler and
               other insurance customarily carried from time to time by owners
               of comparable office buildings.

          5.   Electrical Costs (defined below) and charges for water, gas,
               steam and sewer, but excluding those charges for which Landlord
               is reimbursed by tenants.  "Electrical Costs" means:  (a) charges
               paid by Landlord for electricity; (b) costs incurred in
               connection with an energy management

                                       5
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               program for the Property; and (c) if and to the extent permitted
               by Law, a fee for the services provided by Landlord in connection
               with the selection of utility companies and the negotiation and
               administration of contracts for electricity, provided that such
               fee shall not exceed 50% of any savings obtained by Landlord.
               Electrical Costs shall be adjusted as follows: (i) amounts
               received by Landlord as reimbursement for above standard
               electrical consumption shall be deducted from Electrical Costs;
               (ii) the cost of electricity incurred to provide overtime HVAC to
               specific tenants (as reasonably estimated by Landlord) shall be
               deducted from Electrical Costs; and (iii) if Tenant is billed
               directly for the cost of building standard electricity to the
               Premises as a separate charge in addition to Base Rent, the cost
               of electricity to individual tenant spaces in the Building shall
               be deducted from Electrical Costs.

          6.   The amortized cost of capital improvements (as distinguished from
               replacement parts or components installed in the ordinary course
               of business) made to the Property which are:  (a) performed
               primarily to reduce operating expense costs or otherwise improve
               the operating efficiency of the Property; or (b) required to
               comply with any Laws that are enacted, or first interpreted to
               apply to the Property, after the date of this Lease.  The cost of
               capital improvements shall be amortized by Landlord over the
               lesser of the Payback Period (defined below) or 5 years.  The
               amortized cost of capital improvements may,  at Landlord's
               option, include actual or imputed interest at the rate that
               Landlord would reasonably be required to pay to finance the cost
               of the capital improvement.  "Payback Period" means the
               reasonably estimated period of time that it takes for the cost
               savings resulting from a capital improvement to equal the total
               cost of the capital improvement.

          If Landlord incurs Expenses for the Property together with one or more
          other buildings or properties, whether pursuant to a reciprocal
          easement agreement, common area agreement or otherwise, the shared
          costs and expenses shall be equitably prorated and apportioned between
          the Property and the other buildings or properties.  Expenses shall
          not include: the cost of capital improvements (except as set forth
          above); depreciation; interest (except as provided above for the
          amortization of capital improvements); principal payments of mortgage
          and other non-operating debts of Landlord; the cost of repairs or
          other work to the extent Landlord is reimbursed by insurance or
          condemnation proceeds; costs in connection with leasing space in the
          Building, including brokerage commissions; lease concessions,
          including rental abatements and construction allowances, granted to
          specific tenants; costs incurred in connection with the sale,
          financing or refinancing of the Building; fines, interest and
          penalties incurred due to the late payment of Taxes (defined in
          Section IV.D) or Expenses; organizational expenses associated with the
          creation and operation of the entity which constitutes Landlord; or
          any penalties or damages that Landlord pays to Tenant under this Lease
          or to other tenants in the Building under their respective leases.  If
          the Building is not at least 95% occupied during any calendar year or
          if Landlord is not supplying services to at least 95% of the total
          Rentable Square Footage of the Building at any time during a calendar
          year, Expenses shall, at Landlord's option, be determined as if the
          Building had been 95% occupied and Landlord had been supplying
          services to 95% of the Rentable Square Footage of the Building during
          that calendar year.  If Tenant pays for its Pro Rata Share of Expenses
          based on increases over a "Base Year", Expenses for the Base Year
          shall also be determined as if the Building had been 95% occupied and
          Landlord had been supplying services to 95% of the Rentable Square
          Footage of the Building.  The extrapolation of Expenses under this
          Section shall be performed by appropriately adjusting the cost of
          those components of Expenses that are impacted by changes in the
          occupancy of the Building.

     D.   Taxes Defined.  "Taxes" shall mean:  (1) all real estate taxes and
          -------------
          other assessments on the Building and/or Property, including, but not
          limited to, assessments for special improvement districts and building
          improvement districts, taxes and assessments levied in substitution or
          supplementation in whole or in part of any such taxes and assessments
          and the Property's share of any real estate taxes and assessments
          under any reciprocal easement agreement, common area agreement or
          similar agreement as to the Property; (2) all personal property taxes
          for property that is owned by Landlord and used in connection with the
          operation, maintenance and repair of the Property; and (3) all costs
          and fees

                                       6
<PAGE>

          incurred in connection with seeking reductions in any tax liabilities
          described in (1) and (2), including, without limitation, any costs
          incurred by Landlord for compliance, review and appeal of tax
          liabilities. Without limitation, Taxes shall not include any income,
          capital levy, franchise, capital stock, gift, estate or inheritance
          tax. If an assessment is payable in installments, Taxes for the year
          shall include the amount of the installment and any interest due and
          payable during that year. For all other real estate taxes, Taxes for
          that year shall, at Landlord's election, include either the amount
          accrued, assessed or otherwise imposed for the year or the amount due
          and payable for that year, provided that Landlord's election shall be
          applied consistently throughout the Term. If a change in Taxes is
          obtained for any year of the Term during which Tenant paid Tenant's
          Pro Rata Share of any Tax Excess, then Taxes for that year will be
          retroactively adjusted and Landlord shall provide Tenant with a
          credit, if any, based on the adjustment. Likewise, if a change is
          obtained for Taxes for the Base Year, Taxes for the Base Year shall be
          restated and the Tax Excess for all subsequent years shall be
          recomputed. Tenant shall pay Landlord the amount of Tenant's Pro Rata
          Share of any such increase in the Tax Excess within 30 days after
          Tenant's receipt of a statement from Landlord.

     E.   Tenant shall be responsible for, and shall pay prior to delinquency,
          taxes or governmental service fees, possessory interest taxes, fees or
          charges in lieu of any such taxes, capital levies, or other charges
          imposed upon, levied with respect to, or assessed against, its
          personal property, and its interest pursuant to this Lease.  To the
          extent that any such taxes are not separately assessed or billed to
          Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by
          Landlord prior to the delinquency of such taxes.  In the event that
          the tenant improvements in the Building which correspond to the
          Landlord Work, as defined in this Lease, are assessed and taxed
          separately by the applicable taxing authority, then Tenant shall be
          liable and shall pay that portion of the Taxes applicable to the value
          of the Landlord Work in the Premises which is in excess of $35.00 per
          rentable square foot of the Premises based on the value attributed
          thereto by the applicable taxing authority to either (a) the
          applicable taxing authority prior to the delinquency of such taxes in
          the event Tenant is billed directly by such taxing authority, or (b)
          the Landlord within 30 days after written demand, in the event
          Landlord is billed directly by the applicable taxing authority.

     F.   Audit Rights.  Tenant may, within 90 days after receiving Landlord's
          ------------
          statement of Expenses, give Landlord written notice ("Review Notice")
          that Tenant intends to review Landlord's records of the Expenses for
          that calendar year.  Within a reasonable time after receipt of the
          Review Notice, Landlord shall make all pertinent records available for
          inspection that are reasonably necessary for Tenant to conduct its
          review.  If any records are maintained at a location other than the
          office of the Building, Tenant may either inspect the records at such
          other location or pay for the reasonable cost of copying and shipping
          the records.  If Tenant retains an agent to review Landlord's records,
          the agent must be with a licensed CPA firm.  Tenant shall be solely
          responsible for all costs, expenses and fees incurred for the audit.
          Within 60 days after the records are made available to Tenant, Tenant
          shall have the right to give Landlord written notice (an "Objection
          Notice") stating in reasonable detail any objection to Landlord's
          statement of Expenses for that year.  If Tenant fails to give Landlord
          an Objection Notice within the 60 day period or fails to provide
          Landlord with a Review Notice within the 90 day period described
          above, Tenant shall be deemed to have approved Landlord's statement of
          Expenses and shall be barred from raising any claims regarding the
          Expenses for that year.  If Tenant provides Landlord with a timely
          Objection Notice, Landlord and Tenant shall work together in good
          faith to resolve any issues raised in Tenant's Objection Notice.  If
          Landlord and Tenant determine that Expenses for the calendar year are
          less than reported, Landlord shall provide Tenant with a credit
          against the next installment of Rent in the amount of the overpayment
          by Tenant.  In addition, if Landlord and Tenant determine that
          Expenses for the Building for the year in question were less than
          stated by more than 5%, Landlord, within 30 days after its receipt of
          paid invoices therefor from Tenant, shall reimburse Tenant for any
          reasonable amounts paid by Tenant to third parties in connection with
          such review by Tenant.  Likewise, if Landlord and Tenant determine
          that Expenses for the calendar year are greater than reported, Tenant
          shall pay Landlord the amount of any underpayment within 30 days. The
          records obtained by Tenant shall be treated as confidential. In no
          event shall Tenant be permitted to examine Landlord's records or to
          dispute any statement of Expenses unless Tenant has paid and continues
          to pay all Rent when due.

                                       7
<PAGE>

V.   COMPLIANCE WITH LAWS; USE.

     The Premises shall be used only for the Permitted Use and for no other use
whatsoever.  Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or interferes with the operation of the Building.  Tenant shall comply
with all Laws, including the Americans with Disabilities Act, regarding the
operation of Tenant's business and the use, condition, configuration and
occupancy of the Premises.  Tenant, within 10 days after receipt, shall provide
Landlord with copies of any notices it receives regarding a violation or alleged
violation of any Laws.  Tenant shall comply with the rules and regulations of
the Building attached as EXHIBIT B and such other reasonable rules and
regulations adopted by Landlord from time to time.  Tenant shall also cause its
agents, contractors, subcontractors, employees, customers, and subtenants to
comply with all rules and regulations.  Landlord shall not knowingly
discriminate against Tenant in Landlord's enforcement of the rules and
regulations.  In the event of a conflict between any rules and regulations
enacted after the date hereof and the Lease, this Lease shall control.

VI.  SECURITY DEPOSIT.

     A.   The Security Deposit shall be in the form of an irrevocable letter of
          credit (the "Letter of Credit") which shall:  (a) be in the amount of
          $933,755.00; (b) be issued on the form attached hereto as EXHIBIT E;
          (c) name Landlord as its beneficiary; (d) be drawn on an FDIC insured
          financial institution satisfactory to Landlord; and (e) expire no
          earlier than 90 days after the Termination Date of this Lease.  The
          Security Deposit shall be delivered to Landlord upon the execution of
          this Lease by Tenant and shall be held by Landlord without liability
          for interest (unless required by Law) as security for the performance
          of Tenant's obligations.  The Security Deposit is not an advance
          payment of Rent or a measure of Tenant's liability for damages.
          Landlord may, from time to time, without prejudice to any other
          remedy, use all or a portion of the Security Deposit to satisfy past
          due Rent or to cure any uncured default by Tenant.  If Landlord uses
          the Security Deposit, Tenant shall on demand restore the Security
          Deposit to its original amount. Landlord shall return any unapplied
          portion of the Security Deposit to Tenant within 45 days after the
          later to occur of: (1) the date Tenant surrenders possession of the
          Premises to Landlord in accordance with this Lease; or (2) the
          Termination Date.  If Landlord transfers its interest in the Premises,
          Landlord may assign the Security Deposit to the transferee and,
          following the assignment, Landlord shall have no further liability for
          the return of the Security Deposit. Landlord shall not be required to
          keep the Security Deposit separate from its other accounts.

     B.   Notwithstanding anything herein to the contrary, provided Tenant is
          not then in default under this Lease, Tenant shall have the right to
          reduce the amount of the Security Deposit (i.e., the Letter of Credit)
          by $186,751.00 on each anniversary of the Commencement Date.  Such
          reduction shall be accomplished by having Tenant provide Landlord with
          a substitute Letter of Credit in the form of the letter of credit
          attached hereto as EXHIBIT E in the reduced amount.

VII. SERVICES TO BE FURNISHED BY LANDLORD.

     A.   Landlord agrees to furnish Tenant with the following services: (1)
          Water service for use in the lavatories on each floor on which the
          Premises are located; (2) Heat and air conditioning in season during
          Normal Business Hours, at such temperatures and in such amounts as are
          standard for comparable buildings or as required by governmental
          authority. Tenant, upon such advance notice as is reasonably required
          by Landlord, shall have the right to receive HVAC service during hours
          other than Normal Business Hours.  Tenant shall pay Landlord the
          standard charge for the additional service as reasonably determined by
          Landlord from time to time.  As of the date hereof, Landlord's charge
          for after hours ventilation service is $35.00 per hour, per floor and
          Landlord's charge for after hours air conditioning service is $50.00
          per hour, per floor, subject to change; (3) Maintenance and repair of
          the Property as described in Section IX.B.; (4) Janitor service on
          Business Days. If Tenant's use, floor covering or other improvements
          require special services in excess of the standard services for the
          Building, Tenant shall pay the additional cost attributable to the
          special services; (5) Elevator service; (6) Electricity to the
          Premises for general office use, in accordance with and subject to the
          terms and conditions in Article X; and (7) such other services as
          Landlord reasonably determines are necessary or appropriate for the
          Property.

                                       8
<PAGE>

     B.   Landlord's failure to furnish, or any interruption or termination of,
          services due to the application of Laws, the failure of any equipment,
          the performance of repairs, improvements or alterations, or the
          occurrence of any event or cause beyond the reasonable control of
          Landlord (a "Service Failure") shall not render Landlord liable to
          Tenant, constitute a constructive eviction of Tenant, give rise to an
          abatement of Rent, nor relieve Tenant from the obligation to fulfill
          any covenant or agreement. However, if the Premises, or a material
          portion of the Premises, is made untenantable for a period in excess
          of 3 consecutive Business Days as a result of the Service Failure,
          then Tenant, as its sole remedy, shall be entitled to receive an
          abatement of Rent payable hereunder during the period beginning on the
          4th consecutive Business Day of the Service Failure and ending on the
          day the service has been restored.  If the entire Premises has not
          been rendered untenantable by the Service Failure, the amount of
          abatement that Tenant is entitled to receive shall be prorated based
          upon the percentage of the Premises rendered untenantable and not used
          by Tenant. In no event, however, shall Landlord be liable to Tenant
          for any loss or damage, including the theft of Tenant's Property
          (defined in Article XV), arising out of or in connection with the
          failure of any security services, personnel or equipment.

VIII.  LEASEHOLD IMPROVEMENTS.

     All improvements to the Premises (collectively, "Leasehold Improvements")
shall be owned by Landlord and shall remain upon the Premises without
compensation to Tenant. However, Landlord, by written notice to Tenant within 30
days prior to the Termination Date, may require Tenant to remove, at Tenant's
expense:  (1) Cable (defined in Section IX.A) installed by or for the exclusive
benefit of Tenant and located in the Premises or other portions of the Building;
and (2) any Leasehold Improvements that are performed by or for the benefit of
Tenant and, in Landlord's reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal
and repair costs associated with standard office improvements (collectively
referred to as "Required Removables").  Without limitation, it is agreed that
Required Removables include internal stairways, raised floors, personal baths
and showers, vaults, rolling file systems and structural alterations and
modifications of any type.  The Required Removables designated by Landlord shall
be removed by Tenant before the Termination Date, provided that upon prior
written notice to Landlord, Tenant may remain in the Premises for up to 5 days
after the Termination Date for the sole purpose of removing the Required
Removables.  Tenant's possession of the Premises shall be subject to all of the
terms and conditions of this Lease, including the obligation to pay Rent on a
per diem basis at the rate in effect for the last month of the Term.  Tenant
shall repair damage caused by the installation or removal of Required
Removables.  If Tenant fails to remove any Required Removables or perform
related repairs in a timely manner, Landlord, at Tenant's expense, may remove
and dispose of the Required Removables and perform the required repairs.
Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for
the reasonable costs incurred by Landlord.  Notwithstanding the foregoing,
Tenant, at the time it requests approval for a proposed Alteration (defined in
Section IX.C), may request in writing that Landlord advise Tenant whether the
Alteration or any portion of the Alteration will be designated as a Required
Removable.  Within 10 days after receipt of Tenant's request, Landlord shall
advise Tenant in writing as to which portions of the Alteration, if any, will be
considered to be Required Removables.

IX.  REPAIRS AND ALTERATIONS.

     A.   Tenant's Repair Obligations.  Tenant shall, at its sole cost and
          ---------------------------
          expense, promptly perform all maintenance and repairs to the Premises
          that are not Landlord's express responsibility under this Lease, and
          shall keep the Premises in good condition and repair, reasonable wear
          and tear excepted. Tenant's repair obligations include, without
          limitation, repairs to: (1) floor covering; (2) interior partitions;
          (3) doors; (4) the interior side of demising walls; (5) electronic,
          phone and data cabling and related equipment (collectively, "Cable")
          that is installed by or for the exclusive benefit of Tenant and
          located in the Premises or other portions of the Building; (6)
          supplemental air conditioning units, private showers and kitchens,
          including hot water heaters, plumbing, and similar facilities serving
          Tenant exclusively; and (7) Alterations performed by contractors
          retained by Tenant, including related HVAC balancing.  All work shall
          be performed in

                                       9
<PAGE>

          accordance with the rules and procedures described in Section IX.C.
          below. If Tenant fails to make any repairs to the Premises for more
          than 15 days after notice from Landlord (although notice shall not be
          required if there is an emergency), Landlord may make the repairs, and
          Tenant shall pay the reasonable cost of the repairs to Landlord within
          30 days after receipt of an invoice, together with an administrative
          charge in an amount equal to 10% of the cost of the repairs.

     B.   Landlord's Repair Obligations. Landlord shall keep and maintain in
          -----------------------------
          good repair and working order and make repairs to and perform
          maintenance upon: (1) structural elements of the Building; (2)
          mechanical (including HVAC), electrical, plumbing and fire/life safety
          systems serving the Building in general; (3) Common Areas; (4) the
          roof of the Building; (5) exterior windows of the Building; and (6)
          elevators serving the Building. Landlord shall promptly make repairs
          (considering the nature and urgency of the repair) for which Landlord
          is responsible.

     C.   Alterations.  Tenant shall not make alterations, additions or
          -----------
          improvements to the Premises or install any Cable in the Premises or
          other portions of the Building (collectively referred to as
          "Alterations") without first obtaining the written consent of Landlord
          in each instance, which consent shall not be unreasonably withheld or
          delayed. However, Landlord's consent shall not be required for any
          Alteration that satisfies all of the following criteria (a "Cosmetic
          Alteration"):  (1) is of a cosmetic nature such as painting,
          wallpapering, hanging pictures and installing carpeting; (2) is not
          visible from the exterior of the Premises or Building; (3) will not
          affect the systems or structure of the Building; and (4) does not
          require work to be performed inside the walls or above the ceiling of
          the Premises.  However, even though consent is not required, the
          performance of Cosmetic Alterations shall be subject to all the other
          provisions of this Section IX.C.  Prior to starting work, Tenant shall
          furnish Landlord with plans and specifications reasonably acceptable
          to Landlord; names of contractors reasonably acceptable to Landlord
          (provided that Landlord may designate specific contractors with
          respect to Building systems); copies of contracts; necessary permits
          and approvals; evidence of contractor's and subcontractor's insurance
          in amounts reasonably required by Landlord; and any security for
          performance that is reasonably required by Landlord.  Changes to the
          plans and specifications must also be submitted to Landlord for its
          approval.  Alterations shall be constructed in a good and workmanlike
          manner using materials of a quality that is at least equal to the
          quality designated by Landlord as the minimum standard for the
          Building.  Landlord may designate reasonable rules, regulations and
          procedures for the performance of work in the Building and, to the
          extent reasonably necessary to avoid disruption to the occupants of
          the Building, shall have the right to designate the time when
          Alterations may be performed.  Tenant shall reimburse Landlord within
          30 days after receipt of an invoice for sums paid by Landlord for
          third party examination of Tenant's plans for non-Cosmetic
          Alterations.  In addition, within 30 days after receipt of an invoice
          from Landlord, Tenant shall pay Landlord a fee for Landlord's
          oversight and coordination of any non-Cosmetic Alterations equal to
          10% of the cost of the non-Cosmetic Alterations.  Upon completion,
          Tenant shall furnish "as-built" plans (except for Cosmetic
          Alterations), completion affidavits, full and final waivers of lien in
          recordable form, and receipted bills covering all labor and materials.
          Tenant shall assure that the Alterations comply with all insurance
          requirements and Laws.  Landlord's approval of an Alteration shall not
          be a representation by Landlord that the Alteration complies with
          applicable Laws or will be adequate for Tenant's use.

X.   USE OF ELECTRICAL SERVICES BY TENANT.

     A.   Electricity used by Tenant in the Premises shall, at Landlord's
          option, be paid for by Tenant either:  (1) through inclusion in
          Expenses (except as provided in Section X.B. for excess usage); (2) by
          a separate charge payable by Tenant to Landlord within 30 days after
          billing by Landlord; or (3) by separate charge billed by the
          applicable utility company and payable directly by Tenant.  Electrical
          service to the Premises may be furnished by one or more companies
          providing electrical generation, transmission and distribution
          services, and the cost of electricity may consist of several different
          components or separate charges for such services, such as generation,
          distribution and stranded cost charges.  Landlord shall have the
          exclusive right to select any company providing electrical service to
          the Premises, to aggregate the electrical service for the Property and

                                      10
<PAGE>

          Premises with other buildings, to purchase electricity through a
          broker and/or buyers group and to change the providers and manner of
          purchasing electricity.  Landlord shall be entitled to receive a fee
          (if permitted by Law) for the selection of utility companies and the
          negotiation and administration of contracts for electricity, provided
          that the amount of such fee shall not exceed 50% of any savings
          obtained by Landlord.

     B.   Tenant's use of electrical service shall not exceed, either in
          voltage, rated capacity, use beyond Normal Business Hours or overall
          load, that which Landlord deems to be standard for the Building.  If
          Tenant requests permission to consume excess electrical service,
          Landlord may refuse to consent or may condition consent upon
          conditions that Landlord reasonably elects (including, without
          limitation, the installation of utility service upgrades, meters,
          submeters, air handlers or cooling units), and the additional usage
          (to the extent permitted by Law), installation and maintenance costs
          shall be paid by Tenant.  Landlord shall have the right to separately
          meter electrical usage for the Premises and to measure electrical
          usage by survey or other commonly accepted methods.

XI.  ENTRY BY LANDLORD.

     Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building, including other tenants' premises.
Except in emergencies or to provide janitorial and other Building services after
Normal Business Hours, Landlord shall provide Tenant with reasonable prior
notice of entry into the Premises, which may be given orally.  If reasonably
necessary for the protection and safety of Tenant and its employees, Landlord
shall have the right to temporarily close all or a portion of the Premises to
perform repairs, alterations and additions.  However, except in emergencies,
Landlord will not close the Premises if the work can reasonably be completed on
weekends and after Normal Business Hours.  Entry by Landlord shall not
constitute constructive eviction or entitle Tenant to an abatement or reduction
of Rent.  Notwithstanding the foregoing, except in emergency situations as
determined by Landlord, Landlord shall exercise reasonable efforts to perform
any entry into the Premises in a manner that is reasonably designed to minimize
interference with the operation of Tenant's business in the Premises.

XII. ASSIGNMENT AND SUBLETTING.

     A.   Except in connection with a Permitted Transfer (defined in Section
          XII.E. below), Tenant shall not assign, sublease, transfer or encumber
          any interest in this Lease or allow any third party to use any portion
          of the Premises (collectively or individually, a "Transfer") without
          the prior written consent of Landlord, which consent shall not be
          unreasonably withheld if Landlord does not elect to exercise its
          termination rights under Section XII.B below.  Without limitation, it
          is agreed that Landlord's consent shall not be considered unreasonably
          withheld if:  (1) the proposed transferee's financial condition does
          not meet the criteria Landlord uses to select Building tenants having
          similar leasehold obligations; (2) the proposed transferee's business
          is not suitable for the Building considering the business of the other
          tenants and the Building's prestige, or would result in a violation of
          another tenant's rights; (3) the proposed transferee is a governmental
          agency or occupant of the Building; (4) Tenant is in default after the
          expiration of the notice and cure periods in this Lease; or (5) any
          portion of the Building or Premises would likely become subject to
          additional or different Laws as a consequence of the proposed
          Transfer. Tenant shall not be entitled to receive monetary damages
          based upon a claim that Landlord unreasonably withheld its consent to
          a proposed Transfer and Tenant's sole remedy shall be an action to
          enforce any such provision through specific performance or declaratory
          judgment.  Any attempted Transfer in violation of this Article shall,
          at Landlord's option, be void.  Consent by Landlord to one or more
          Transfer(s) shall not operate as a waiver of Landlord's rights to
          approve any subsequent Transfers. In no event shall any Transfer or
          Permitted Transfer release or relieve Tenant from any obligation under
          this Lease.

     B.   As part of its request for Landlord's consent to a Transfer, Tenant
          shall provide Landlord with financial statements for the proposed
          transferee, a complete copy of the proposed assignment, sublease and
          other contractual documents and such other information as Landlord may
          reasonably request.  Landlord shall, by written notice to Tenant
          within 30 days of its receipt of the required information and
          documentation, either: (1) consent to the Transfer by the execution of
          a

                                      11
<PAGE>

          consent agreement in a form reasonably designated by Landlord or
          reasonably refuse to consent to the Transfer in writing; or (2)
          exercise its right to terminate this Lease with respect to the portion
          of the Premises that Tenant is proposing to assign or sublet.  Any
          such termination shall be effective on the proposed effective date of
          the Transfer for which Tenant requested consent.  Tenant shall pay
          Landlord a review fee of $750.00 for Landlord's review of any
          Permitted Transfer or requested Transfer, provided if Landlord's
          actual reasonable costs and expenses (including reasonable attorney's
          fees) exceed $750.00, Tenant shall reimburse Landlord for its actual
          reasonable costs and expenses in lieu of a fixed review fee.

     C.   Tenant shall pay Landlord 60% of all rent and other consideration
          which Tenant receives as a result of a Transfer that is in excess of
          the Rent payable to Landlord for the portion of the Premises and Term
          covered by the Transfer.  Tenant shall pay Landlord for Landlord's
          share of any excess within 30 days after Tenant's receipt of such
          excess consideration.  Tenant may deduct from the excess all
          reasonable and customary expenses directly incurred by Tenant
          attributable to the Transfer (other than Landlord's review fee),
          including brokerage fees, legal fees and construction costs.  If
          Tenant is in Monetary Default (defined in Section XIX.A. below),
          Landlord may require that all sublease payments be made directly to
          Landlord, in which case Tenant shall receive a credit against Rent in
          the amount of any payments received (less Landlord's share of any
          excess).

     D.   Except as provided below with respect to a Permitted Transfer, if
          Tenant is a corporation, limited liability company, partnership, or
          similar entity, and if the entity which owns or controls a majority of
          the voting shares/rights at any time changes for any reason (including
          but not limited to a merger, consolidation or reorganization), such
          change of ownership or control shall constitute a Transfer.  The
          foregoing shall not apply so long as Tenant is an entity whose
          outstanding stock is listed on a recognized security exchange, or if
          at least 80% of its voting stock is owned by another entity, the
          voting stock of which is so listed.

     E.   Tenant may assign its entire interest under this Lease to a successor
          to Tenant by purchase, merger, consolidation or reorganization without
          the consent of Landlord, provided that all of the following conditions
          are satisfied  (a "Permitted Transfer"):  (1) Tenant is not in default
          under this Lease; (2) Tenant's successor shall own all or
          substantially all of the assets of Tenant; (3) Tenant's successor
          shall have a net worth which is at least equal to the greater of
          Tenant's net worth at the date of this Lease or Tenant's net worth as
          of the day prior to the proposed purchase, merger, consolidation or
          reorganization; (4) the Permitted Use does not allow the Premises to
          be used for retail purposes; and (5) Tenant shall give Landlord
          written notice at least 30 days prior to the effective date of the
          proposed purchase, merger, consolidation or reorganization. Tenant's
          notice to Landlord shall include information and documentation showing
          that each of the above conditions has been satisfied.  If requested by
          Landlord, Tenant's successor shall sign a commercially reasonable form
          of assumption agreement.

XIII.  LIENS.

     Tenant shall not permit mechanic's or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for benefit of Tenant.  If a lien is so
placed, Tenant shall, within 10 days of notice from Landlord of the filing of
the lien, fully discharge the lien by settling the claim which resulted in the
lien or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law.  If Tenant fails to discharge the lien, then, in addition
to any other right or remedy of Landlord, Landlord may bond or insure over the
lien or otherwise discharge the lien.  Tenant shall reimburse Landlord for any
amount paid by Landlord to bond or insure over the lien or discharge the lien,
including, without limitation, reasonable attorneys' fees (if and to the extent
permitted by Law) within 30 days after receipt of an invoice from Landlord.

XIV. INDEMNITY AND WAIVER OF CLAIMS.

     A.   Except to the extent caused by the negligence or willful misconduct of
          Landlord or any Landlord Related Parties (defined below), Tenant shall
          indemnify, defend and hold Landlord, its trustees, members,
          principals, beneficiaries, partners, officers, directors, employees,
          Mortgagee(s) (defined in Article XXVI) and agents ("Landlord Related
          Parties") harmless against and from all liabilities, obligations,
          damages, penalties, claims, actions, costs, charges and expenses,
          including,

                                      12
<PAGE>

          without limitation, reasonable attorneys' fees and other professional
          fees (if and to the extent permitted by Law), which may be imposed
          upon, incurred by or asserted against Landlord or any of the Landlord
          Related Parties and arising out of or in connection with any damage or
          injury occurring in the Premises or any acts or omissions (including
          violations of Law) of Tenant, the Tenant Related Parties (defined
          below) or any of Tenant's transferees, contractors or licensees.

     B.   Except to the extent caused by the negligence or willful misconduct of
          Tenant or any Tenant Related Parties (defined below), Landlord shall
          indemnify, defend and hold Tenant, its trustees, members, principals,
          beneficiaries, partners, officers, directors, employees and agents
          ("Tenant Related Parties") harmless against and from all liabilities,
          obligations, damages, penalties, claims, actions, costs, charges and
          expenses, including, without limitation, reasonable attorneys' fees
          and other professional fees (if and to the extent permitted by Law),
          which may be imposed upon, incurred by or asserted against Tenant or
          any of the Tenant Related Parties and arising out of or in connection
          with the acts or omissions (including violations of Law) of Landlord,
          the Landlord Related Parties or any of Landlord's contractors.

     C.   Landlord and the Landlord Related Parties shall not be liable for, and
          Tenant waives, all claims for loss or damage to Tenant's business or
          loss, theft or damage to Tenant's Property or the property of any
          person claiming by, through or under Tenant resulting from: (1) wind
          or weather; (2) the failure of any sprinkler, heating or air-
          conditioning equipment, any electric wiring or any gas, water or steam
          pipes; (3) the backing up of any sewer pipe or downspout; (4) the
          bursting, leaking or running of any tank, water closet, drain or other
          pipe; (5) water, snow or ice upon or coming through the roof,
          skylight, stairs, doorways, windows, walks or any other place upon or
          near the Building; (6) any act or omission of any party other than
          Landlord or Landlord Related Parties; and (7) any causes not
          reasonably within the control of Landlord.  Tenant shall insure itself
          against such losses under Article XV below.

XV.  INSURANCE.

     Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense:  (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business Interruption Insurance written at replacement cost value and
with a replacement cost endorsement covering all of Tenant's trade fixtures,
equipment, furniture and other personal property within the Premises ("Tenant's
Property"); (3) Workers' Compensation Insurance as required by the state in
which the Premises is located and in amounts as may be required by applicable
statute; and (4) Employers Liability Coverage of at least $1,000,000.00 per
occurrence.  Any company writing any of Tenant's Insurance shall have an A.M.
Best rating of not less than A-VIII.  All Commercial General Liability Insurance
policies shall name Tenant as a named insured and Landlord (or any successor),
Equity Office Properties Trust, a Maryland real estate investment trust, EOP
Operating Limited Partnership, a Delaware limited partnership, and their
respective members, principals, beneficiaries, partners, officers, directors,
employees, and agents, and other designees of Landlord as the interest of such
designees shall appear, as additional insureds.  All policies of Tenant's
Insurance shall contain endorsements that the insurer(s) shall give Landlord and
its designees at least 30 days' advance written notice of any change,
cancellation, termination or lapse of insurance.  Tenant shall provide Landlord
with a certificate of insurance evidencing Tenant's Insurance prior to the
earlier to occur of the Commencement Date or the date Tenant is provided with
possession of the Premises for any reason, and upon renewals at least 15 days
prior to the expiration of the insurance coverage.  So long as the same is
available at commercially reasonable rates, Landlord shall maintain so called
All Risk property insurance on the Building at replacement cost value, as
reasonably estimated by Landlord.  Except as specifically provided to the
contrary, the limits of either party's' insurance shall not limit such party's
liability under this Lease.

XVI. SUBROGATION.

     Notwithstanding anything in this Lease to the contrary, Landlord and Tenant
hereby waive and shall cause their respective insurance carriers to waive any
and all rights of recovery, claim, action or causes of action against the other
and their respective trustees, principals, beneficiaries, partners, officers,
directors, agents, and employees, for any loss or damage that may occur to
Landlord or Tenant or any party claiming by, through or under Landlord or
Tenant, as the case may be, with respect to Tenant's Property, the Building, the
Premises, any additions or improvements to the Building or Premises, or any
contents thereof, including all rights of

                                      13
<PAGE>

recovery, claims, actions or causes of action arising out of the negligence of
Landlord or any Landlord Related Parties or the negligence of Tenant or any
Tenant Related Parties, which loss or damage is (or would have been, had the
insurance required by this Lease been carried) covered by insurance.

XVII.  CASUALTY DAMAGE.

     A.   If all or any part of the Premises is damaged by fire or other
          casualty, Tenant shall immediately notify Landlord in writing.  During
          any period of time that all or a material portion of the Premises is
          rendered untenantable as a result of a fire or other casualty, the
          Rent shall abate for the portion of the Premises that is untenantable
          and not used by Tenant.  Landlord shall have the right to terminate
          this Lease if:  (1) the Building shall be damaged so that, in
          Landlord's reasonable judgment, substantial alteration or
          reconstruction of the Building shall be required (whether or not the
          Premises has been damaged);  (2) Landlord is not permitted by Law to
          rebuild the Building in substantially the same form as existed before
          the fire or casualty; (3) the Premises have been materially damaged
          and there is less than 2 years of the Term remaining on the date of
          the casualty; (4) any Mortgagee requires that the insurance proceeds
          be applied to the payment of the mortgage debt; or (5) a material
          uninsured loss to the Building occurs.  Landlord may exercise its
          right to terminate this Lease by notifying Tenant in writing within 90
          days after the date of the casualty. If Landlord does not terminate
          this Lease, Landlord shall commence and proceed with reasonable
          diligence to repair and restore the Building and the Leasehold
          Improvements (excluding any Alterations that were performed by Tenant
          in violation of this Lease).  However, in no event shall Landlord be
          required to spend more than the insurance proceeds received by
          Landlord. Landlord shall not be liable for any loss or damage to
          Tenant's Property or to the business of Tenant resulting in any way
          from the fire or other casualty or from the repair and restoration of
          the damage.  Landlord and Tenant hereby waive the provisions of any
          Law relating to the matters addressed in this Article, and agree that
          their respective rights for damage to or destruction of the Premises
          shall be those specifically provided in this Lease.

     B.   If all or any portion of the Premises shall be made untenantable by
          fire or other casualty, Landlord shall, with reasonable promptness,
          cause an architect or general contractor selected by Landlord to
          provide Landlord and Tenant with a written estimate of the amount of
          time required to substantially complete the repair and restoration of
          the Premises and make the Premises tenantable again, using standard
          working methods ("Completion Estimate").  If the Completion Estimate
          indicates that the Premises cannot be made tenantable within 270 days
          from the date the repair and restoration is started, then regardless
          of anything in Section XVII.A above to the contrary, either party
          shall have the right to terminate this Lease by giving written notice
          to the other of such election within 10 days after receipt of the
          Completion Estimate.  Tenant, however, shall not have the right to
          terminate this Lease if the fire or casualty was caused by the
          negligence or intentional misconduct of Tenant, Tenant Related Parties
          or any of Tenant's transferees, contractors or licensees.

XVIII.  CONDEMNATION.

     Either party may terminate this Lease if the whole or any material part of
the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Property which would leave the remainder of
the Building unsuitable for use as an office building in a manner comparable to
the Building's use prior to the Taking.   In order to exercise its right to
terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating
party first receives notice of the Taking.  Any such termination shall be
effective as of the date the physical taking of the Premises or the portion of
the Building or Property occurs.  If this Lease is not terminated, the Rentable
Square Footage of the Building, the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted.  In
addition, Rent for any portion of the Premises taken or condemned shall be
abated during the unexpired Term of this Lease effective when the physical
taking of the portion of the Premises occurs.  All compensation awarded for a
Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant.  However,
Tenant may file a separate claim at its sole cost and expense for Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not diminish the award which would otherwise be receivable by
Landlord.

                                      14
<PAGE>

XIX. EVENTS OF DEFAULT.

     Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

     A.   Tenant's failure to pay when due all or any portion of the Rent, if
          the failure continues for 3 days after written notice to Tenant
          ("Monetary Default").

     B.   Tenant's failure (other than a Monetary Default) to comply with any
          term, provision or covenant of this Lease, if the failure is not cured
          within 10 days after written notice to Tenant.  However, if Tenant's
          failure to comply cannot reasonably be cured within 10 days, Tenant
          shall be allowed additional time (not to exceed 60 days) as is
          reasonably necessary to cure the failure so long as:  (1) Tenant
          commences to cure the failure within 10 days, and (2) Tenant
          diligently pursues a course of action that will cure the failure and
          bring Tenant back into compliance with the Lease.  However, if
          Tenant's failure to comply creates a hazardous condition, the failure
          must be cured immediately upon notice to Tenant.  In addition, if
          Landlord provides Tenant with notice of Tenant's failure to comply
          with any particular term, provision or covenant of the Lease on 3
          occasions during any 12 month period, Tenant's subsequent violation of
          such term, provision or covenant shall, at Landlord's option, be an
          incurable event of default by Tenant.

     C.   Tenant or any Guarantor becomes insolvent, makes a transfer in fraud
          of creditors or makes an assignment for the benefit of creditors, or
          admits in writing its inability to pay its debts when due.

     D.   The leasehold estate is taken by process or operation of Law.

     E.   In the case of any ground floor or retail Tenant, Tenant does not take
          possession of, or abandons or vacates all or any portion of the
          Premises.

     F.   Tenant is in default beyond any notice and cure period under any other
          lease or agreement with Landlord, including, without limitation, any
          lease or agreement for parking.

XX.  REMEDIES.

     A.   Upon the occurrence of any event or events of default under this
          Lease, whether enumerated in Article XIX or not, Landlord shall have
          the option to pursue any one or more of the following remedies without
          any notice (except as expressly prescribed herein) or demand
          whatsoever (and without limiting the generality of the foregoing,
          Tenant hereby specifically waives notice and demand for payment of
          Rent or other obligations and waives any and all other notices or
          demand requirements imposed by applicable law):

          1.   Terminate this Lease and Tenant's right to possession of the
               Premises and recover from Tenant an award of damages equal to the
               sum of the following:

               (a)  The Worth at the Time of Award of the unpaid Rent which had
                    been earned at the time of termination;

               (b)  The Worth at the Time of Award of the amount by which the
                    unpaid Rent which would have been earned after termination
                    until the time of award exceeds the amount of such Rent loss
                    that Tenant affirmatively proves could have been reasonably
                    avoided;

               (c)  The Worth at the Time of Award of the amount by which the
                    unpaid Rent for the balance of the Term after the time of
                    award exceeds the amount of such Rent loss that Tenant
                    affirmatively proves could be reasonably avoided;

               (d)  Any other amount necessary to compensate Landlord for all
                    the detriment either proximately caused by Tenant's failure
                    to perform Tenant's obligations under this Lease or which in
                    the ordinary course of things would be likely to result
                    therefrom; and

                                      15
<PAGE>

               (e)  All such other amounts in addition to or in lieu of the
                    foregoing as may be permitted from time to time under
                    applicable law.

               The "Worth at the Time of Award" of the amounts referred to in
               parts (a) and (b) above, shall be computed by allowing interest
               at the lesser of a per annum rate equal to: (i) the greatest per
               annum rate of interest permitted from time to time under
               applicable law, or (ii) the Prime Rate plus five percent (5%).
               For purposes hereof, the "Prime Rate" shall be the per annum
               interest rate publicly announced as its prime or base rate by a
               federally insured bank selected by Landlord in the State of
               California.  The "Worth at the Time of Award" of the amount
               referred to in part (c), above, shall be computed by discounting
               such amount at the discount rate of the Federal Reserve Bank of
               San Francisco at the time of award plus one percent (1%);

          2.   Employ the remedy described in California Civil Code (S) 1951.4
               (Landlord may continue this Lease in effect after Tenant's breach
               and abandonment and recover Rent as it becomes due, if Tenant has
               the right to sublet or assign, subject only to reasonable
               limitations); or

          3.   Notwithstanding Landlord's exercise of the remedy described in
               California Civil Code (S) 1951.4 in respect of an event or events
               of default, at such time thereafter as Landlord may elect in
               writing, to terminate this Lease and Tenant's right to possession
               of the Premises and recover an award of damages as provided above
               in Paragraph XX.A.1.

     B.   The subsequent acceptance of Rent hereunder by Landlord shall not be
          deemed to be a waiver of any preceding breach by Tenant of any term,
          covenant or condition of this Lease, other than the failure of Tenant
          to pay the particular Rent so accepted, regardless of Landlord's
          knowledge of such preceding breach at the time of acceptance of such
          Rent.  No waiver by Landlord of any breach hereof shall be effective
          unless such waiver is in writing and signed by Landlord.

     C.   TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF
          THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (C) AND 1179 OF THE
          CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND
          RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM
          PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR
          RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT'S
          BREACH.  TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
          LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR
          RELATING TO THIS LEASE.

     D.   No right or remedy herein conferred upon or reserved to Landlord is
          intended to be exclusive of any other right or remedy, and each and
          every right and remedy shall be cumulative and in addition to any
          other right or remedy given hereunder or now or hereafter existing by
          agreement, applicable law or in equity.  In addition to other remedies
          provided in this Lease, Landlord shall be entitled, to the extent
          permitted by applicable law, to injunctive relief, or to a decree
          compelling performance of any of the covenants, agreements, conditions
          or provisions of this Lease, or to any other remedy allowed to
          Landlord at law or in equity.  Forbearance by Landlord to enforce one
          or more of the remedies herein provided upon an event of default shall
          not be deemed or construed to constitute a waiver of such default.

     E.   This Article XX shall be enforceable to the maximum extent such
          enforcement is not prohibited by applicable law, and the
          unenforceability of any portion thereof shall not thereby render
          unenforceable any other portion.

XXI. LIMITATION OF LIABILITY.

     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROPERTY.  TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD

                                      16
<PAGE>

NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL
GIVE LANDLORD AND THE MORTGAGEE(S) (DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT
HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN ARTICLE XXVI BELOW) ON THE
PROPERTY, BUILDING OR PREMISES, NOTICE AND REASONABLE TIME TO CURE THE ALLEGED
DEFAULT.

XXII.  NO WAIVER.

     Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel.  Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default.  Receipt by Landlord of Tenant's keys
to the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII.  QUIET ENJOYMENT.

     Tenant shall, and may peacefully have, hold and enjoy the Premises, subject
to the terms of this Lease, provided Tenant pays the Rent and fully performs all
of its covenants and agreements.  This covenant and all other covenants of
Landlord shall be binding upon Landlord and its successors only during its or
their respective periods of ownership of the Building, and shall not be a
personal covenant of Landlord or the Landlord Related Parties.

XXIV. RELOCATION.

     Landlord, at its expense, at any time before or during the Term, may
relocate Tenant from the Premises to reasonably comparable space ("Relocation
Space") within the Building or adjacent buildings within the same project upon
60 days' prior written notice to Tenant, provided that the Relocation Space
shall be located on or above the 6th floor of the Building.  From and after the
date of the relocation, "Premises" shall refer to the Relocation Space into
which Tenant has been moved and the Base Rent and Tenant's Pro Rata Share shall
be adjusted based on the rentable square footage of the Relocation Space.
Landlord shall pay Tenant's reasonable costs for moving Tenant's furniture and
equipment and printing and distributing notices to Tenant's customers of
Tenant's change of address and one month's supply of stationery showing the new
address.

XXV. HOLDING OVER.

     Except for any permitted occupancy by Tenant under Article VIII, if Tenant
fails to surrender the Premises at the expiration or earlier termination of this
Lease, occupancy of the Premises after the termination or expiration shall be
that of a tenancy at sufferance.  Tenant's occupancy of the Premises during the
holdover shall be subject to all the terms and provisions of this Lease and
Tenant shall pay an amount (on a per month basis without reduction for partial
months during the holdover) equal to 150% of the greater of: (1) the sum of the
Base Rent and Additional Rent due for the period immediately preceding the
holdover; or (2) the fair market gross rental for the Premises as reasonably
determined by Landlord.  No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises
by summary proceedings or otherwise.  In addition to the payment of the amounts
provided above, if Landlord is unable to deliver possession of the Premises to a
new tenant, or to perform improvements for a new tenant, as a result of Tenant's
holdover and Tenant fails to vacate the Premises within 15 days after Landlord
notifies Tenant of Landlord's inability to deliver possession, or perform
improvements, Tenant shall be liable to Landlord for all damages, including,
without limitation, consequential damages, that Landlord suffers from the
holdover.

XXVI.  SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

     Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, the Building or the Property, and to renewals, modifications,
refinancings and extensions thereof (collectively referred to as a "Mortgage").
The party having the benefit of a Mortgage shall be referred to as a
"Mortgagee". This clause shall be self-operative, but upon request from a
Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee. In lieu of having the Mortgage be superior
to this Lease, a Mortgagee shall have the right at any time to subordinate its
Mortgage to this Lease.  If requested by a successor-in-interest to all or a
part of Landlord's interest in the Lease, Tenant shall, without charge, attorn
to the successor-in-interest.  Landlord and Tenant shall each, within 15 days
after receipt of a written request from the other, execute and deliver an
estoppel certificate to those parties as are reasonably

                                      17
<PAGE>

requested by the other (including a Mortgagee or prospective purchaser). The
estoppel certificate shall include a statement certifying that this Lease is
unmodified (except as identified in the estoppel certificate) and in full force
and effect, describing the dates to which Rent and other charges have been paid,
representing that, to such party's actual knowledge, there is no default (or
stating the nature of the alleged default) and indicating other matters with
respect to the Lease that may reasonably be requested. Notwithstanding the
foregoing, upon written request by Tenant, Landlord will use reasonable efforts
to obtain a non-disturbance, subordination and attornment agreement from
Landlord's then current Mortgagee on such Mortgagee's then current standard form
of agreement. "Reasonable efforts" of Landlord shall not require Landlord to
incur any cost, expense or liability to obtain such agreement, it being agreed
that Tenant shall be responsible for any fee or review costs charged by the
Mortgagee. Upon request of Landlord, Tenant will execute the Mortgagee's form of
non-disturbance, subordination and attornment agreement and return the same to
Landlord for execution by the Mortgagee. Landlord's failure to obtain a non-
disturbance, subordination and attornment agreement for Tenant shall have no
effect on the rights, obligations and liabilities of Landlord and Tenant or be
considered to be a default by Landlord hereunder.

XXVII.  ATTORNEYS' FEES.

     If either party institutes a suit against the other for violation of or to
enforce any covenant or condition of this Lease, or if either party intervenes
in any suit in which the other is a party to enforce or protect its interest or
rights, the prevailing party shall be entitled to all of its costs and expenses,
including, without limitation, reasonable attorneys' fees.

XXVIII. NOTICE.

     If a demand, request, approval, consent or notice (collectively referred to
as a "notice") shall or may be given to either party by the other, the notice
shall be in writing and delivered by hand or sent by registered or certified
mail with return receipt requested, or sent by overnight or same day courier
service at the party's respective Notice Address(es) set forth in Article I,
except that if Tenant has vacated the Premises (or if the Notice Address for
Tenant is other than the Premises, and Tenant has vacated such address) without
providing Landlord a new Notice Address, Landlord may serve notice in any manner
described in this Article or in any other manner permitted by Law.  Each notice
shall be deemed to have been received or given on the earlier to occur of actual
delivery or the date on which delivery is refused, or, if Tenant has vacated the
Premises or the other Notice Address of Tenant without providing a new Notice
Address, three (3) days after notice is deposited in the U.S. mail or with a
courier service in the manner described above.   Either party may, at any time,
change its Notice Address by giving the other party written notice of the new
address in the manner described in this Article.

XXIX. EXCEPTED RIGHTS.

     This Lease does not grant any rights to light or air over or about the
Building.  Landlord excepts and reserves exclusively to itself the use of:  (1)
roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms,
Building risers or similar areas that are used by Landlord for the provision of
Building services, (4) rights to the land and improvements below the floor of
the Premises, (5) the improvements and air rights above the Premises, (6) the
improvements and air rights outside the demising walls of the Premises, and (7)
the areas within the Premises used for the installation of utility lines and
other installations serving occupants of the Building. Landlord has the right to
change the Building's name or address.  Landlord also has the right to make such
other changes to the Property and Building as Landlord deems appropriate,
provided the changes do not materially affect Tenant's ability to use the
Premises for the Permitted Use.  Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably determines
that there is an imminent danger of significant damage to the Building or of
personal injury to Landlord's employees or the occupants of the Building.   The
circumstances under which Landlord may temporarily close the Building shall
include, without limitation, electrical interruptions, hurricanes and civil
disturbances.  A closure of the Building under such circumstances shall not
constitute a constructive eviction nor entitle Tenant to an abatement or
reduction of Rent.

XXX. SURRENDER OF PREMISES.

     At the expiration or earlier termination of this Lease or Tenant's right of
possession, Tenant shall remove Tenant's Property (defined in Article XV) from
the Premises, and quit and surrender the Premises to Landlord, broom clean, and
in good order, condition and repair, ordinary wear and tear excepted.  Tenant
shall also be required to remove the Required Removables in accordance with
Article VIII.  If Tenant fails to remove any of Tenant's Property within 2 days
after the termination of this Lease or of Tenant's right to possession,
Landlord, at

                                      18
<PAGE>

Tenant's sole cost and expense, shall be entitled (but not obligated) to remove
and store Tenant's Property. Landlord shall not be responsible for the value,
preservation or safekeeping of Tenant's Property. Tenant shall pay Landlord,
upon demand, the expenses and storage charges incurred for Tenant's Property. In
addition, if Tenant fails to remove Tenant's Property from the Premises or
storage, as the case may be, within 30 days after written notice, Landlord may
deem all or any part of Tenant's Property to be abandoned, and title to Tenant's
Property shall be deemed to be immediately vested in Landlord.

XXXI. MISCELLANEOUS.

     A.   This Lease and the rights and obligations of the parties shall be
          interpreted, construed and enforced in accordance with the Laws of the
          State of California and Landlord and Tenant hereby irrevocably consent
          to the jurisdiction and proper venue of such state.  If any term or
          provision of this Lease shall to any extent be invalid or
          unenforceable, the remainder of this Lease shall not be affected, and
          each provision of this Lease shall be valid and enforced to the
          fullest extent permitted by Law.  The headings and titles to the
          Articles and Sections of this Lease are for convenience only and shall
          have no effect on the interpretation of any part of the Lease.

     B.   Tenant shall not record this Lease or any memorandum without
          Landlord's prior written consent.

     C.   Landlord and Tenant hereby waive any right to trial by jury in any
          proceeding based upon a breach of this Lease.

     D.   Whenever a period of time is prescribed for the taking of an action by
          Landlord or Tenant, the period of time for the performance of such
          action shall be extended by the number of days that the performance is
          actually delayed due to strikes, acts of God, shortages of labor or
          materials, war, civil disturbances and other causes beyond the
          reasonable control of the performing party ("Force Majeure").
          However, events of Force Majeure shall not extend any period of time
          for the payment of Rent or other sums payable by either party or any
          period of time for the written exercise of an option or right by
          either party.

     E.   Landlord shall have the right to transfer and assign, in whole or in
          part, all of its rights and obligations under this Lease and in the
          Building and/or Property referred to herein, and upon such transfer
          Landlord shall be released from any further obligations hereunder, and
          Tenant agrees to look solely to the successor in interest of Landlord
          for the performance of such obligations.

     F.   Tenant represents that it has dealt directly with and only with the
          Broker as a broker in connection with this Lease.  Tenant shall
          indemnify and hold Landlord and the Landlord Related Parties harmless
          from all claims of any other brokers claiming to have represented
          Tenant in connection with this Lease.  Landlord agrees to indemnify
          and hold Tenant and the Tenant Related Parties harmless from all
          claims of any brokers claiming to have represented Landlord in
          connection with this Lease.

     G.   Tenant covenants, warrants and represents that:  (1) each individual
          executing, attesting and/or delivering this Lease on behalf of Tenant
          is authorized to do so on behalf of Tenant; (2) this Lease is binding
          upon Tenant; and (3) Tenant is duly organized and legally existing in
          the state of its organization and is qualified to do business in the
          State of California.  If there is more than one Tenant, or if Tenant
          is comprised of more than one party or entity, the obligations imposed
          upon Tenant shall be joint and several obligations of all the parties
          and entities.  Notices, payments and agreements given or made by, with
          or to any one person or entity shall be deemed to have been given or
          made by, with and to all of them.

     H.   Time is of the essence with respect to Tenant's exercise of any
          expansion, renewal or extension rights granted to Tenant.  This Lease
          shall create only the relationship of landlord and tenant between the
          parties, and not a partnership, joint venture or any other
          relationship.  This Lease and the covenants and conditions in this
          Lease shall inure only to the benefit of and be binding only upon
          Landlord and Tenant and their permitted successors and assigns.

     I.   The expiration of the Term, whether by lapse of time or otherwise,
          shall not relieve either party of any obligations which accrued prior
          to or which may

                                      19
<PAGE>

          continue to accrue after the expiration or early termination of this
          Lease. Without limiting the scope of the prior sentence, it is agreed
          that Tenant's obligations under Sections IV.A, IV.B., VIII, XIV, XX,
          XXV and XXX shall survive the expiration or early termination of this
          Lease.

     J.   Landlord has delivered a copy of this Lease to Tenant for Tenant's
          review only, and the delivery of it does not constitute an offer to
          Tenant or an option.  This Lease shall not be effective against any
          party hereto until an original copy of this Lease has been signed by
          such party.

     K.   All understandings and agreements previously made between the parties
          are superseded by this Lease, and neither party is relying upon any
          warranty, statement or representation not contained in this Lease.
          This Lease may be modified only by a written agreement signed by
          Landlord and Tenant.

     L.   Tenant, within 15 days after request, shall provide Landlord with a
          current financial statement and such other information as Landlord may
          reasonably request in order to create a "business profile" of Tenant
          and determine Tenant's ability to fulfill its obligations under this
          Lease.  Landlord, however, shall not require Tenant to provide such
          information unless Landlord is requested to produce the information in
          connection with a proposed financing or sale of the Building.  Upon
          written request by Tenant, Landlord shall enter into a commercially
          reasonable confidentiality agreement covering any confidential
          information that is disclosed by Tenant.

     M.   Pursuant to City Planning Code Section 163, the Landlord has entered
          into an agreement with the Department of City Planning for the City of
          San Francisco, California to provide and implement a Transportation
          Management Program for building tenants and to participate in a
          program designed to coordinate commute alternatives marketing and
          brokerage for greater downtown San Francisco, California employees.
          During the Term of this Lease, Landlord agrees to provide
          transportation brokerage and commute assistance services to Tenant and
          to assist Tenant in meeting the transportation needs of its employees.
          Tenant agrees to cooperate with and assist the Landlord's
          transportation management coordinator (the "Coordinator"), through
          designation of a responsible employee to distribute to Tenant's
          employees written materials promoting and encouraging the use of
          public transit and/or ridesharing, and distribute and return to the
          Coordinator transportation survey questionnaire forms.  Tenant may
          agree, at its option, to participate in other activities required of
          Landlord as incentives for increasing use of public transit and/or
          ridesharing by employees in the Building.

XXXII. ENTIRE AGREEMENT.

     This Lease and the following exhibits and attachments constitute the entire
agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: EXHIBIT A (Outline and Location of Premises),
EXHIBIT B (Rules and Regulations), EXHIBIT C (Commencement Letter), EXHIBIT D
(Work Letter Agreement), EXHIBIT D-1 (Summary of Final Plans) and EXHIBIT E
(Form of Letter of Credit).

                                      20
<PAGE>

     Landlord and Tenant have executed this Lease as of the day and year first
above written.

                                LANDLORD:

                                EOP-150 CALIFORNIA STREET, L.L.C., A DELAWARE
                                LIMITED LIABILITY COMPANY

                                By: EOP Operating Limited Partnership,
                                    a Delaware limited partnership,
                                    its sole member

                                    By: Equity Office Properties Trust,
                                        a Maryland real estate investment
                                        trust, its managing general partner

                                        By:    /s/ Robert E. Dezzutti
                                               ----------------------------
                                        Name:  Robert E. Dezzutti
                                               ----------------------------
                                        Title: Vice President
                                               ----------------------------

                                TENANT:

                                C-BRIDGE INTERNET SOLUTIONS,
                                A DELAWARE CORPORATION

                                By:    /s/ Rick Wester
                                       ----------------------------------
                                Name:  Rick Wester
                                      ----------------------------------
                                Title: Vice President
                                       ---------------------------------

                                By:    /s/ Clifford B. Thompson
                                       ----------------------------------
                                Name:  Clifford B. Thompson
                                       ----------------------------------
                                Title: Vice President and General Counsel
                                       ----------------------------------

                                      21
<PAGE>

                                   EXHIBIT A

                        OUTLINE AND LOCATION OF PREMISES
                        --------------------------------


  This Exhibit is attached to and made a part of the Lease dated as of March 15,
2000, by and between EOP-150 CALIFORNIA STREET, L.L.C., A DELAWARE LIMITED
LIABILITY COMPANY ("Landlord") and C-BRIDGE INTERNET SOLUTIONS, A DELAWARE
CORPORATION ("Tenant") for space in the Building located at 150 California
Street, San Francisco, California.



Non-detailed drawing on floor space omitted.

                                      A-1
<PAGE>

                                   EXHIBIT B

                         BUILDING RULES AND REGULATIONS
                         ------------------------------

     The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage (if any), the Property and the
appurtenances.  Capitalized terms have the same meaning as defined in the Lease.

1.   Sidewalks, doorways, vestibules, halls, stairways and other similar areas
     shall not be obstructed by Tenant or used by Tenant for any purpose other
     than ingress and egress to and from the Premises.  No rubbish, litter,
     trash, or material shall be placed, emptied, or thrown in those areas.  At
     no time shall Tenant permit Tenant's employees to loiter in Common Areas or
     elsewhere about the Building or Property.

2.   Plumbing fixtures and appliances shall be used only for the purposes for
     which designed, and no sweepings, rubbish, rags or other unsuitable
     material shall be thrown or placed in the fixtures or appliances.  Damage
     resulting to fixtures or appliances by Tenant, its agents, employees or
     invitees, shall be paid for by Tenant, and Landlord shall not be
     responsible for the damage.

3.   No signs, advertisements or notices shall be painted or affixed to windows,
     doors or other parts of the Building, except those of such color, size,
     style and in such places as are first approved in writing by Landlord.  All
     tenant identification and suite numbers at the entrance to the Premises
     shall be installed by Landlord, at Tenant's cost and expense, using the
     standard graphics for the Building. Except in connection with the hanging
     of lightweight pictures and wall decorations, no nails, hooks or screws
     shall be inserted into any part of the Premises or Building except by the
     Building maintenance personnel.

4.   Landlord may provide and maintain in the first floor (main lobby) of the
     Building an alphabetical directory board or other directory device listing
     tenants, and no other directory shall be permitted unless previously
     consented to by Landlord in writing.

5.   Tenant shall not place any lock(s) on any door in the Premises or Building
     without Landlord's prior written consent and Landlord shall have the right
     to retain at all times and to use keys to all locks within and into the
     Premises.  A reasonable number of keys to the locks on the entry doors in
     the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and
     Tenant shall not make any duplicate keys.  All keys shall be returned to
     Landlord at the expiration or early termination of this Lease.

6.   All contractors, contractor's representatives and installation technicians
     performing work in the Building shall be subject to Landlord's prior
     approval and shall be required to comply with Landlord's standard rules,
     regulations, policies and procedures, which may be revised from time to
     time.

7.   Movement in or out of the Building of furniture or office equipment, or
     dispatch or receipt by Tenant of merchandise or materials requiring the use
     of elevators, stairways, lobby areas or loading dock areas, shall be
     restricted to hours designated by Landlord.  Tenant shall obtain Landlord's
     prior approval by providing a detailed listing of the activity.  If
     approved by Landlord, the activity shall be under the supervision of
     Landlord and performed in the manner required by Landlord.  Tenant shall
     assume all risk for damage to articles moved and injury to any persons
     resulting from the activity.  If equipment, property, or personnel of
     Landlord or of any other party is damaged or injured as a result of or in
     connection with the activity, Tenant shall be solely liable for any
     resulting damage or loss.

8.   Landlord shall have the right to approve the weight, size, or location of
     heavy equipment or articles in and about the Premises.  Damage to the
     Building by the installation, maintenance, operation, existence or removal
     of Tenant's Property shall be repaired at Tenant's sole expense.

9.   Corridor doors, when not in use, shall be kept closed.

10.  Tenant shall not:  (1) make or permit any improper, objectionable or
     unpleasant noises or odors in the Building, or otherwise interfere in any
     way with other tenants or persons having business with them; (2) solicit
     business or distribute, or cause to be distributed, in any portion of the
     Building, handbills, promotional materials or other advertising; or (3)
     conduct or permit other activities in the Building that might, in
     Landlord's sole opinion, constitute a nuisance.

                                      B-1
<PAGE>

11.  No animals, except those assisting handicapped persons, shall be brought
     into the Building or kept in or about the Premises.

12.  No inflammable, explosive or dangerous fluids or substances shall be used
     or kept by Tenant in the Premises, Building or about the Property.  Tenant
     shall not, without Landlord's prior written consent, use, store, install,
     spill, remove, release or dispose of, within or about the Premises or any
     other portion of the Property, any asbestos-containing materials or any
     solid, liquid or gaseous material now or subsequently considered toxic or
     hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any
     other applicable environmental Law which may now or later be in effect.
     Tenant shall comply with all Laws pertaining to and governing the use of
     these materials by Tenant, and shall remain solely liable for the costs of
     abatement and removal.

13.  Tenant shall not use or occupy the Premises in any manner or for any
     purpose which might injure the reputation or impair the present or future
     value of the Premises or the Building. Tenant shall not use, or permit any
     part of the Premises to be used, for lodging, sleeping or for any illegal
     purpose.

14.  Tenant shall not take any action which would violate Landlord's labor
     contracts or which would cause a work stoppage, picketing, labor disruption
     or dispute, or interfere with Landlord's or any other tenant's or
     occupant's business or with the rights and privileges of any person
     lawfully in the Building ("Labor Disruption").  Tenant shall take the
     actions necessary to resolve the Labor Disruption, and shall have pickets
     removed and, at the request of Landlord, immediately terminate any work in
     the Premises that gave rise to the Labor Disruption, until Landlord gives
     its written consent for the work to resume.  Tenant shall have no claim for
     damages against Landlord or any of the Landlord Related Parties, nor shall
     the Commencement Date of the Term be extended as a result of the above
     actions.

15.  Tenant shall not install, operate or maintain in the Premises or in any
     other area of the Building, electrical equipment that would overload the
     electrical system beyond its capacity for proper, efficient and safe
     operation as determined solely by Landlord.  Tenant shall not furnish
     cooling or heating to the Premises, including, without limitation, the use
     of electronic or gas heating devices, without Landlord's prior written
     consent.  Tenant shall not use more than its proportionate share of
     telephone lines and other telecommunication facilities available to service
     the Building.

16.  Tenant shall not operate or permit to be operated a coin or token operated
     vending machine or similar device (including, without limitation,
     telephones, lockers, toilets, scales, amusement devices and machines for
     sale of beverages, foods, candy, cigarettes and other goods), except for
     machines for the exclusive use of Tenant's employees, and then only if the
     operation does not violate the lease of any other tenant in the Building.

17.  Bicycles and other vehicles are not permitted inside the Building or on the
     walkways outside the Building, except in areas designated by Landlord.

18.  Landlord may from time to time adopt systems and procedures for the
     security and safety of the Building, its occupants, entry, use and
     contents.  Tenant, its agents, employees, contractors, guests and invitees
     shall comply with Landlord's systems and procedures.

19.  Landlord shall have the right to prohibit the use of the name of the
     Building or any other publicity by Tenant that in Landlord's sole opinion
     may impair the reputation of the Building or its desirability.  Upon
     written notice from Landlord, Tenant shall refrain from and discontinue
     such publicity immediately.

20.  Tenant shall not canvass, solicit or peddle in or about the Building or the
     Property.

21.  Neither Tenant nor its agents, employees, contractors, guests or invitees
     shall smoke or permit smoking in the Common Areas, unless the Common Areas
     have been declared a designated smoking area by Landlord, nor shall the
     above parties allow smoke from the Premises to emanate into the Common
     Areas or any other part of the Building.  Landlord shall have the right to
     designate the Building (including the Premises) as a non-smoking building.

                                      B-2
<PAGE>

22.  Landlord shall have the right to designate and approve standard window
     coverings for the Premises and to establish rules to assure that the
     Building presents a uniform exterior appearance.  Tenant shall ensure, to
     the extent reasonably practicable, that window coverings are closed on
     windows in the Premises while they are exposed to the direct rays of the
     sun.

23.  Deliveries to and from the Premises shall be made only at the times, in the
     areas and through the entrances and exits designated by Landlord.  Tenant
     shall not make deliveries to or from the Premises in a manner that might
     interfere with the use by any other tenant of its premises or of the Common
     Areas, any pedestrian use, or any use which is inconsistent with good
     business practice.

24.  The work of cleaning personnel shall not be hindered by Tenant after 5:30
     p.m., and cleaning work may be done at any time when the offices are
     vacant. Windows, doors and fixtures may be cleaned at any time.  Tenant
     shall provide adequate waste and rubbish receptacles to prevent
     unreasonable hardship to the cleaning service.

                                      B-3
<PAGE>

                                   EXHIBIT C

                              COMMENCEMENT LETTER
                              -------------------
                                   (EXAMPLE)


Date     ________________________

Tenant   ________________________
Address  ________________________
         ________________________
         ________________________

Re:   Commencement Letter with respect to that certain Lease dated as of
     _________, 2000, by and between EOP-150 CALIFORNIA STREET, L.L.C., A
     DELAWARE LIMITED LIABILITY COMPANY, as Landlord, and C-BRIDGE INTERNET
     SOLUTIONS, A DELAWARE CORPORATION, as Tenant, for 9,829 rentable square
     feet on the 10th floor of the Building located at 150 California Street,
     San Francisco, California.

Dear  __________________:

     In accordance with the terms and conditions of the above referenced Lease,
Tenant accepts possession of the Premises and agrees:

  1.  The Commencement Date of the Lease is ________________________;

  2.  The Termination Date of the Lease is ____________________________.

     Please acknowledge your acceptance of possession and agreement to the terms
set forth above by signing all 3 counterparts of this Commencement Letter in the
space provided and returning 2 fully executed counterparts to my attention.

Sincerely,

___________________________________
Property Manager

Agreed and Accepted:


     Tenant:  ______________________

     By:      ______________________
     Name:    ______________________
     Title:   ______________________
     Date:    ______________________

                                      C-1
<PAGE>

                                   EXHIBIT D

                                  WORK LETTER
                                  -----------


  This Exhibit is attached to and made a part of the Lease dated as of March 15,
2000, by and between EOP-150 CALIFORNIA STREET, L.L.C., A DELAWARE LIMITED
LIABILITY COMPANY ("Landlord") and C-BRIDGE INTERNET SOLUTIONS, A DELAWARE
CORPORATION ("Tenant") for space in the Building located at 150 California
Street, San Francisco, California.


1.   This Work Letter shall set forth the obligations of Landlord and Tenant
     with respect to the preparation of the Premises for Tenant's occupancy.
     All improvements described in this Work Letter to be constructed in and
     upon the Premises by Landlord in accordance with the Plans (as hereinafter
     defined) are hereinafter referred to as the "Landlord Work." It is agreed
     that construction of the Landlord Work will be completed at Tenant's sole
     cost and expense, subject to the Allowance (as defined below).  Landlord
     shall enter into a direct contract for the Landlord Work with a general
     contractor selected by Landlord (the "General Contractor").  The General
     Contractor will solicit bids from no less than 3 separate pre-qualified
     subcontractors mutually agreed upon by Landlord and Tenant as to each major
     trade involved with the Landlord Work.  Tenant agrees that Landlord shall
     utilize Landlord's building-approved engineering firm and contractors for
     all fire/life safety, electrical, plumbing, HVAC and mechanical work to be
     performed in connection with the construction of the Landlord Work.
     Landlord's Work shall not include base building work (the "Base Building
     Work") which shall be performed by Landlord at Landlord's sole cost and
     expense prior to or concurrent with Landlord's construction of Landlord's
     Work in the Premises substantially in accordance with the construction
     documents prepared by Hellmuth Obata & Kassabaum, Inc., and designated as
     M&L Project #6502.00 (the "Final Plans"), a partial summary of which is set
     forth on EXHIBIT D-1 to the Lease.  In the event of a conflict between the
     Final Plans and the provisions of EXHIBIT D-1, the Final Plans will
     control.  In no event shall the cost of the Base Building Work be applied
     against or deducted from the Allowance (as hereinafter defined).  Landlord
     shall have the right to change the plans and specifications for the Base
     Building Work from time to time, provided that Landlord shall not
     materially reduce the overall quality of the Base Building Work.  Landlord
     will comply with all applicable Laws in connection with the construction of
     the Base Building Work.

2.   Tenant shall be solely responsible for the timely preparation and
     submission to Landlord of the final architectural, electrical and
     mechanical construction drawings, plans and specifications (called "Plans")
     necessary to construct the Landlord Work, which plans shall be subject to
     approval by Landlord and Landlord's architect and engineers and shall
     comply with their requirements to avoid aesthetic or other conflicts with
     the design and function of the balance of the Building. Tenant shall be
     responsible for all elements of the design of Tenant's plans (including,
     without limitation, compliance with law, functionality of design, the
     structural integrity of the design, the configuration of the Premises and
     the placement of Tenant's furniture, appliances and equipment), and
     Landlord's approval of Tenant's plans shall in no event relieve Tenant of
     the responsibility for such design. If requested by Tenant, Landlord's
     architect will prepare the Plans necessary for such construction at
     Tenant's cost. Whether or not the layout and Plans are prepared with the
     help (in whole or in part) of Landlord's architect, Tenant agrees to remain
     solely responsible for the timely preparation and submission of the Plans
     and for all elements of the design of such Plans and for all costs related
     thereto.  Tenant has assured itself by direct communication with the
     architect and engineers (Landlord's or its own, as the case may be) that
     the final approved Plans can be delivered to Landlord on or before March
     15, 2000 (the "Plans Due Date"), provided that Tenant promptly furnishes
     complete information concerning its requirements to said architect and
     engineers as and when requested by them.  Tenant covenants and agrees to
     cause said final, approved Plans to be delivered to Landlord on or before
     said Plans Due Date and to devote such time as may be necessary in
     consultation with said architect and engineers to enable them to complete
     and submit the Plans within the required time limit.  Time is of the
     essence in respect of preparation and submission of Plans by Tenant. In the
     event the Plans are not fully completed and approved by the Plans Due Date,
     Tenant shall be responsible for 1 day of Tenant Delay (as defined in the
     Lease) for each day during the period beginning on the day following the
     Plans Due Date and ending on the date completed Plans are approved.  (The
     word "architect" as used in this EXHIBIT D shall include an interior
     designer or space planner.)

                                      D-1
<PAGE>

3.   In the event Landlord's estimate and/or the actual cost of construction
     shall exceed the Allowance, Landlord, prior to commencing any construction
     of Landlord Work, shall submit to Tenant a written estimate setting forth
     the anticipated cost of the Landlord Work, including but not limited to
     labor and materials, contractor's fees and permit fees.  Within 3 Business
     Days thereafter, Tenant shall either notify Landlord in writing of its
     approval of the cost estimate, or specify its objections thereto and any
     desired changes to the proposed Landlord Work.  In the event Tenant
     notifies Landlord of such objections and desired changes, Tenant shall work
     with Landlord to reach a mutually acceptable alternative cost estimate.

4.   In the event Landlord's estimate and/or the actual cost of construction
     shall exceed the Allowance, if any (such amounts exceeding the Allowance
     being herein referred to as the "Excess Costs"), Tenant shall pay to
     Landlord such Excess Costs, plus any applicable state sales or use tax
     thereon, upon demand. The statements of costs submitted to Landlord by
     Landlord's contractors shall be conclusive for purposes of determining the
     actual cost of the items described therein. The amounts payable by Tenant
     hereunder constitute Rent payable pursuant to the Lease, and the failure to
     timely pay same constitutes an event of default under the Lease.

5.   If Tenant shall request any change, addition or alteration in any of the
     Plans after approval by Landlord, Landlord shall have such revisions to the
     drawings prepared, and Tenant shall reimburse Landlord for the cost
     thereof, plus any applicable state sales or use tax thereon, upon demand.
     Promptly upon completion of the revisions, Landlord shall notify Tenant in
     writing of the increased cost which will be chargeable to Tenant by reason
     of such change, addition or deletion.  Tenant, within 1 Business Day, shall
     notify Landlord in writing whether it desires to proceed with such change,
     addition or deletion.  In the absence of such written authorization,
     Landlord shall have the option to continue work on the Premises
     disregarding the requested change, addition or alteration, or Landlord may
     elect to discontinue work on the Premises until it receives notice of
     Tenant's decision, in which event Tenant shall be responsible for any Delay
     in completion of the Premises resulting therefrom.  In the event such
     revisions result in a higher estimate of the cost of construction and/or
     higher actual construction costs which exceed the Allowance, such increased
     estimate or costs shall be deemed Excess Costs pursuant to Paragraph 4
     hereof and Tenant shall pay such Excess Costs, plus any applicable state
     sales or use tax thereon, upon demand.

6.   Following approval of the Plans and the payment by Tenant of the required
     portion of the Excess Costs, if any, Landlord shall cause the Landlord Work
     to be constructed substantially in accordance with the approved Plans.
     Landlord shall notify Tenant of substantial completion of the Landlord
     Work.

7.   Landlord, provided Tenant is not in default, agrees to provide Tenant with
     an allowance (the "Allowance") in an amount not to exceed $35.00 per
     rentable square foot of the Premises to be applied toward the cost of the
     Landlord Work in the Premises.  In the event the Allowance shall not be
     sufficient to complete the Landlord Work, Tenant shall pay the Excess
     Costs, plus any applicable state sales or use tax thereon, as prescribed in
     Paragraph 4 above.  In the event the Allowance exceeds the cost of Landlord
     Work, any remaining Allowance not utilized in connection with the Landlord
     Work by December 31, 2000 shall accrue to the sole benefit of Landlord, it
     being agreed that Tenant shall not be entitled to any credit, offset,
     abatement or payment with respect thereto.  Landlord shall be entitled to
     deduct from the Allowance a construction management fee for Landlord's
     oversight of the Landlord Work in an amount equal to $1.25 per rentable
     square foot of the Premises; provided that in the event Landlord reasonably
     determines that the Landlord Work to be performed exceeds typical building
     standard tenant improvements, Landlord shall have the right to increase the
     amount of the construction management fee to be deducted from the Allowance
     to an amount which Landlord reasonably determines will compensate Landlord
     for the additional oversight work to be performed.

8.   This EXHIBIT D shall not be deemed applicable to any additional space added
     to the original Premises at any time or from time to time, whether by any
     options under the Lease or otherwise, or to any portion of the original
     Premises or any additions to the Premises in the event of a renewal or
     extension of the original Term of this Lease, whether by any options under
     the Lease or otherwise, unless expressly so provided in the Lease or any
     amendment or supplement to the Lease.

                                      D-2
<PAGE>

     Landlord and Tenant have executed this exhibit as of the day and year first
above written.


                                LANDLORD:

                                EOP-150 CALIFORNIA STREET, L.L.C., A DELAWARE
                                LIMITED LIABILITY COMPANY

                                By: EOP Operating Limited Partnership,
                                    a Delaware limited partnership,
                                    its sole member

                                    By: Equity Office Properties Trust,
                                        a Maryland real estate investment
                                        trust, its managing general partner

                                        By:    /s/ Robert E. Dezzutti
                                               ----------------------------
                                        Name:  Robert E. Dezzutti
                                               ----------------------------
                                        Title: Vice President
                                               ----------------------------

                                TENANT:

                                C-BRIDGE INTERNET SOLUTIONS,
                                A DELAWARE CORPORATION

                                By:    /s/ Rick Wester
                                       ----------------------------------
                                Name:  Rick Wester
                                      ----------------------------------
                                Title: Vice President
                                       ---------------------------------

                                By:    /s/ Clifford B. Thompson
                                       ----------------------------------
                                Name:  Clifford B. Thompson
                                       ----------------------------------
                                Title: Vice President and General Counsel
                                       ----------------------------------

                                      D-3
<PAGE>

                                  EXHIBIT D-1

                             SUMMARY OF FINAL PLANS
                             ----------------------


     This Exhibit is attached to and made a part of the Lease dated as of March
15, 2000, by and between EOP-150 CALIFORNIA STREET, L.L.C., A DELAWARE LIMITED
LIABILITY COMPANY ("Landlord") and C-BRIDGE INTERNET SOLUTIONS, A DELAWARE
CORPORATION ("Tenant") for space in the Building located at 150 California
Street, San Francisco, California.


     The Base Building Work includes the following improvements:

1.   HVAC SYSTEM.

     a.   The Building will have 2 central fan systems which shall deliver
          cooling and ventilation air to all office floors.  Floors 2 through 13
          will be served from a fan system located at Level 5, while Floors 14
          through 23 will be served from a fan system located at the roof
          penthouse.

          The central fan systems will be sized for the cooling load imposed by
          the building envelope, lights, people and miscellaneous receptacle
          loads (PC's, printers, etc.) of 2.5 watts per square foot of tenant
          floor area.  The central fan systems will have an "air economizer
          cycle" which uses outside air for cooling.

     b.   Cooling will be provided by 2 chillers and 2 cooling towers located at
          the roof penthouse.

     c.   Heating will be provided by 2 boilers located at the roof penthouse,
          and by heating water coils at tenant provided VAV boxes serving the
          perimeter areas of each tenant floor.

     d.   Each tenant floor will receive air from the central fan system during
          Normal Business Hours.

     e.   Tenant may install a water-cooled air conditioning unit and
          circulating pump for supplemental air conditioning on a 24-hour basis.
          Connection to be made by Tenant to a set of condenser water pipe
          risers, which will have valved stub-outs on each tenant floor.  Tenant
          will be charged for running the central cooling towers, as necessary.
          This tenant condenser water system will be sized for 2 watts per
          square foot of tenant floor area, or 9 tons per floor, over and above
          the cooling provided by the central fan systems.

     f.   Tenant's mechanical engineer is required to verify that total loads,
          including building envelope loads, can be met with the existing system
          capacities.  Tenant loads in excess of the available capacity will
          require supplemental air conditioning that is to be supplied by the
          Tenant.

2.   ELECTRICAL SYSTEMS.

     a.   The Building will be served by 480Y/277 volt.  The electric service
          will consist of a 4000A bus to serve the building and office tenant
          loads, a fire pump service and a 400A service to serve the retail
          tenant loads.

     b.   A bus duct riser at 480Y/227 volt will have a capacity of 7.0 volt-
          amperes per net rentable square foot for office tenant loads.  Local
          480V-208Y/120V, 3 phase, 4 wire will have a capacity of 2.5 volt-
          amperes per net rentable square foot to serve tenant equipment and
          receptacle loads.

     c.   A 480Y/277V, 3 phase, 4 wire panelboard will be provided at each floor
          for lighting loads.  A 208Y/120V, 3 phase, 4 wire panelboard will be
          provided at each floor for equipment and receptacle loads.

     d.   Tenant lighting controls to be provided by Tenant.

     e.   A telephone/data closet will be provided at each floor for tenant/data
          service.

                                      D-4
<PAGE>

3.   FIRE PROTECTION IN PREMISES.

     a.   All exposed decks, columns and beams will have fireproofing in
          accordance with City of San Francisco building codes.

     b.   Automatic sprinkler system piping will be connected to the existing
          system riser, including flow and damper switches and riser drains.
          Smoke detectors, main loop and minimum distribution piping will
          provide required system density for shell space per City of San
          Francisco building codes.  Sprinkler system piping relocation and
          sprinkler head installation will be the responsibility of Tenant.

4.   CONDITION OF PREMISES.

     Drywall (taped, sanded and finish-ready) at all core locations in the
     Premises, columns exposed, ceiling exposed to structure, concrete slab
     exposed, exit signs per shell code, HVAC main duct trunk run stubbed out to
     a predetermined location, upright fire sprinklers, fire extinguisher
     cabinets, window sills painted.

5.   ELEVATOR LOBBY ON PREMISES FLOORS.

     Drywall (taped, sanded and finish-ready) in elevator lobby area, ceiling
     exposed to structure, concrete slab exposed, exit signs per shell code,
     pendent fire sprinklers.

6.   TOILET ROOMS IN PREMISES.

     Granite counters with undermount sinks, tile floor and base, full height
     tile at wet walls, wall covering at other walls, metal toilet partitions,
     wood door at entry, down lights/cove light at wet wall/sconce light at
     mirror, HVAC diffusers with VAV boxes, toilet room accessories, pendent
     fire sprinklers.  Interior lights to be tied to a motion sensor.

7.   ELECTRICAL/TELECOM ROOMS ON PREMISES FLOORS.

     Drywall (taped, sanded and finish-ready) in electrical/telecom area,
     ceiling exposed to structure, concrete slab exposed, fluorescent utility
     lighting, HVAC per shell code, pendent fire sprinklers.  One (1) lighting
     panel and one (1) power panel per floor.

                                      D-5
<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this exhibit as of
the day and year first above written.


                                LANDLORD:

                                EOP-150 CALIFORNIA STREET, L.L.C., A DELAWARE
                                LIMITED LIABILITY COMPANY

                                By: EOP Operating Limited Partnership,
                                    a Delaware limited partnership,
                                    its sole member

                                    By: Equity Office Properties Trust,
                                        a Maryland real estate investment
                                        trust, its managing general partner

                                        By:    /s/ Robert E. Dezzutti
                                               ----------------------------
                                        Name:  Robert E. Dezzutti
                                               ----------------------------
                                        Title: Vice President
                                               ----------------------------

                                TENANT:

                                C-BRIDGE INTERNET SOLUTIONS,
                                A DELAWARE CORPORATION

                                By:    /s/ Rick Wester
                                       ----------------------------------
                                Name:  Rick Wester
                                      ----------------------------------
                                Title: Vice President
                                       ---------------------------------

                                By:    /s/ Clifford B. Thompson
                                       ----------------------------------
                                Name:  Clifford B. Thompson
                                       ----------------------------------
                                Title: Vice President and General Counsel
                                       ----------------------------------

                                      D-6
<PAGE>

                                   EXHIBIT E

                           FORM OF LETTER OF CREDIT
                           ------------------------

                     ____________________________________
                        [Name of Financial Institution]


                                                    Irrevocable Standby
                                                    Letter of Credit
                                                    No. ________________________
                                                    Issuance Date:______________
                                                    Expiration Date:____________
                                                    Applicant:__________________


Beneficiary
-----------

EOP-150 CALIFORNIA STREET, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
Two North Riverside Plaza
Suite 2200
Chicago, Illinois  60606

Ladies/Gentlemen:

  We hereby establish our Irrevocable Standby Letter of Credit in your favor for
the account of the above referenced Applicant in the amount of  Nine Hundred
Thirty Three Thousand Seven Hundred Fifty Five and 00/100 U.S. Dollars
($933,755.00) available for payment at sight by your draft drawn on us when
accompanied by the following documents:

1.  An original copy  of this Irrevocable Standby Letter of Credit.

2.   Beneficiary's dated statement purportedly signed by one of its officers
     reading: "This draw in the amount of ______________________ U.S. Dollars
     ($____________) under your Irrevocable Standby Letter of Credit No.
     ____________________ represents funds due and owing to us as a result of
     the Applicant's failure to comply with one or more of the terms of that
     certain lease by and between ______________________, as landlord, and
     _____________, as tenant."

  It is a condition of this Irrevocable Standby Letter of Credit that it will be
considered automatically renewed for a one year period upon the expiration date
set forth above and upon each anniversary of such date, unless at least sixty
(60) days prior to such expiration date or applicable anniversary thereof, we
notify you in writing by certified mail, return receipt requested, that we elect
not to so renew this Irrevocable Standby Letter of Credit.  A copy of any such
notice shall also be sent to:  Equity Office Properties Trust, 2 North Riverside
Plaza, Suite 2200, Chicago, IL 60606, Attention:  Senior Vice President-
Treasurer.  In addition, provided that you have not provided us with written
notice of Applicant's default under the above referenced lease prior to the
effective date of any reduction, the amount of this Irrevocable Standby Letter
of Credit shall automatically reduce in accordance with the following schedule:

EFFECTIVE DATE OF REDUCTION            NEW REDUCED AMOUNT OF LETTER OF CREDIT

1ST ANNIVERSARY OF COMMENCEMENT DATE   $747,004.00
2ND ANNIVERSARY OF COMMENCEMENT DATE   $560,253.00
3RD ANNIVERSARY OF COMMENCEMENT DATE   $373,502.00
4TH ANNIVERSARY OF COMMENCEMENT DATE   $186,751.00

                                      E-1
<PAGE>

In addition to the foregoing, we understand and agree that you shall be entitled
to draw upon this Irrevocable Standby Letter of Credit in accordance with 1. and
2. above in the event that we elect not to renew this Irrevocable Standby Letter
of Credit and, in addition, you provide us with a dated statement proportedly
signed by one of Beneficiary's officers stating that the Applicant has failed to
provide you with an acceptable substitute irrevocable standby letter of credit
in accordance with the terms of the above referenced lease.  We further
acknowledge and agree that:  (a) upon receipt of the documentation required
herein, we will honor your draws against this Irrevocable Standby Letter of
Credit without inquiry into the accuracy of Beneficiary's signed statement and
regardless of whether Applicant disputes the content of such statement; (b) this
Irrevocable Standby Letter of Credit shall permit partial draws and, in the
event you elect to draw upon less than the full stated amount hereof, the stated
amount of this Irrevocable Standby Letter of Credit shall be automatically
reduced by the amount of such partial draw; and (c) you shall be entitled to
assign your interest in this Irrevocable Standby Letter of Credit from time to
time without our approval and without charge.  In the event of an assignment, we
reserve the right to require reasonable evidence of such assignment as a
condition to any draw hereunder.

  This Irrevocable Standby Letter of Credit is subject to the Uniform Customs
and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

  We hereby engage with you to honor drafts and documents drawn under and in
compliance with the terms of this Irrevocable Standby Letter of Credit.

  All communications to us with respect to this Irrevocable Standby Letter of
Credit must be addressed to our office located at
______________________________________________ to the attention of
__________________________________.

                                                   Very truly yours,

                                                   ______________________

                                                          [name]
                                                   ----------------------

                                                          [title]
                                                   ----------------------

                                      E-2