TRIPLE NET BUILDING LEASE

                                     Between

                           PACIFIC SHORES CENTER LLC,
                                       as
                                     LESSOR

                                       and

                                BROADVISION INC.
                             a Delaware corporation
                                       as
                                     LESSEE

                                       for

                                    PREMISES
                                       at
                              Pacific Shores Center
                                   Building 6
                            Redwood City, California






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                                    ARTICLE I
                                     PARTIES

         Section 1.01. Parties.  This Lease, dated for reference  purposes,  and
effective as of February 15, 2000, is made by and between  PACIFIC SHORES CENTER
LLC, or  assignee,  ("Lessor")  and  BROADVISION  INC.,  a Delaware  corporation
("Lessee").

                                   ARTICLE II
                                    PREMISES

         Section  2.01.  Demise of Premises.  Lessor hereby leases to Lessee and
Lessee leases from Lessor for the term, at the rental, and upon all of the terms
and   conditions  set  forth  herein,   Premises   consisting  of  one  building
("Building") of ten free standing, office and research and development buildings
("Buildings")   together  with  other  Common  Area   improvements,   buildings,
structural  features and amenities  described herein to be constructed by Lessor
on real  property  situated  in  Redwood  City,  County of San  Mateo,  State of
California,  more  particularly  described  in Exhibit A and  commonly  known as
Pacific  Shores Center (the  "Project").  The Building will be five stories tall
and will  consist of  approximately  Two Hundred  Seventy  Nine  Thousand,  Five
Hundred  Eighty  Four  (279,584)  rentable  square  feet,  as more  particularly
described  and  depicted  herein in  Exhibits  "A" and "B." The actual  rentable
square  footage of the Building (the  "Rentable  Area") will be  determined  and
certified by Lessor's architect by a method described as "dripline," whereby the
measurement  encompasses the outermost  perimeter of the  constructed  building,
including every  projection  thereof and all area beneath each such  projection,
whether or not enclosed, with no deduction for any inward deviation of structure
and with the  measurement  being made floor by floor,  beginning from the top of
the  Building  provided,  that,  Rentable  Area does not  include  the open area
beneath the walkway between the Building and a second building also being leased
by Lessee. The legal parcel on which the Building is to be constructed is herein
designated as the "Property." The Building leased  hereunder,  commonly known as
Building  6  -  Pacific  Shores  Center,  Redwood  City,  California,   and  its
appurtenances described herein are herein designated as the "Premises."

         Section 2.02. Common Area. During the Lease Term, Lessee shall have the
non-exclusive  right to use the Common Area defined herein.  Lessor reserves the
right to modify the Common  Area,  including  reducing  the size or changing the
use,  configuration  and elements thereof in its sole discretion and to close or
restrict  access  from  time to time for  repair,  maintenance  or to  prevent a
dedication  thereof,  provided  that  Lessee  nonetheless  shall have  access to
parking and the Premises  during such  activities and,  provided  further,  that
Lessor  will  continue  to  maintain  the  baseball  and  soccer  fields and the
amenities/athletic  facility  or  replacement  items of like kind for so long as
Lessor is legally able to do so during the Lease Term.  Lessor further  reserves
the right to establish, repeal and amend from time to time rules and regulations
for the use of the Common Area  (provided  that, to the extent that any conflict
between any new Rules and  Regulations  and this Lease  (including the Rules and
Regulations  attached  hereto as Exhibit  "L") would  materially  and  adversely
affect  Lessee's  use of the  Premises,  this Lease shall  govern,  and to grant
reciprocal  easements  or other rights to use the



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<PAGE>

Common  Area to  owners  of other  property.  "Common  Area"  includes,  without
limitation,  all portions of the  Property  other than the  Building,  including
landscaping,  sidewalks,  walkways,  driveways,  curbs,  parking lots (including
striping),  roadways within the Project,  sprinkler systems,  lighting,  surface
water drainage systems, an  amenities/athletic  facility to be available for use
by Lessee's employees (the "Amenities/Athletic  Facility"),  as well as baseball
and soccer  fields,  a water front park, and a perimeter  walking/biking  trial,
and, to the extent required by government  authorities having  jurisdiction over
Lessor's development of the Project, amphitheater,  marine life resource center,
retreat and conference  center,  child care center and such further  portions of
the Project or  additional  or different  facilities  as Lessor may from time to
time designate or install or make available for the use by Lessee in common with
others.

         Section 2.03. Parking.  Lessor shall provide Lessee with parking spaces
within the Property in the ratio to space within the Building as required by law
which is three (3.0) spaces per one thousand (1,000) square feet of space within
the  Building.  In the event Lessor elects or is required by any law to limit or
control parking at the Premises, whether by validation of parking tickets or any
other method of assessment,  Lessee agrees to participate in such  validation or
assessment  program under such reasonable rules and regulations as are from time
to time established by Lessor.

         Section 2.04.  Construction.

         (a) Government  Approvals.  Lessor shall  diligently  pursue  obtaining
governmental  approval of a Site Plan and Building  design and  elevations  with
respect to the development of the Premises,  copies of which are attached hereto
as Exhibit "A." The parties  acknowledge  and agree that the final footprint and
elevations  of the Building may vary from those  attached as Exhibit "A" because
the plans and  specifications  will undergo a plancheck process with the City of
Redwood City (the "City") and Lessor will make such revisions as are required or
are otherwise deemed necessary or appropriate by Lessor,  provided however, that
nothing  herein  shall be deemed to relieve  Lessor from the duty to develop the
Building substantially in compliance with Exhibits "A" and "B." In the event the
City requires  material  changes to the Site Plan and Building  design  attached
hereto as Exhibit A, Lessor  shall  notify  Lessee and  provide  Lessee with the
opportunity  to review  such  changes.  In the event the  proposed  changes  are
unacceptable  to Lessee,  Lessee  shall have the right to meet with the City (in
the  presence of Lessor) to discuss the changes and  negotiate  changes that are
acceptable to Lessee and Lessor in the reasonable  discretion of each,  provided
that no  delay to the  construction  schedule  will be  caused  by same.  If the
changes to the Building  Design result in additional  square footage being added
to the Building,  any additional square footage which will increase the Load (as
defined  below) of the  Rentable  Area of the  Building as the  Building  design
exists on  February  15,  2000 by more than 5%,  shall  not be  included  in the
rentable  square  footage of the  Premises.  For purposes of this Lease,  "Load"
shall mean that square  footage of the Building  outside the exterior  walls and
included in Rentable Area because of  projections  from the roof of the Building
or the "dripline."

         (b) Construction of Shell Building. Lessor, utilizing Rudolph & Sletten

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(or such  alternate  as Lessor in its sole  discretion  may  select)  as general
contractor  ("General  Contractor"),  shall  construct the "Building  Shell" (as
defined  in  the  attached  Exhibit  "D")  in  accordance  with  (i)  plans  and
specifications to be attached as Exhibit "B," which shall be consistent with DES
Development Progress Plan dated February 14, 2000 for structural steel for lot 6
and 6P, and (ii) all existing  applicable  municipal,  local,  state and federal
laws, statutes, rules, regulations and ordinances. Lessor shall pay all costs of
constructing the Building Shell.

         (c)  Construction  of Tenant  Improvements.  Lessor,  using the General
Contractor,  shall construct the Tenant  Improvements  and shall  contribute the
Tenant  Improvement  Allowance  towards the payment of same and Lessee shall pay
all costs  associated with same in excess of the Tenant  Improvement  Allowance.
Notwithstanding the foregoing,  Lessee, by written notice delivered to Lessor on
or before  June 1, 2000,  may select a general  contractor  other than  Lessor's
General Contractor to construct the Tenant Improvements,  provided that (i) such
general   contractor  has  sufficient   financial  strength  and  experience  in
constructing  first class quality  improvements of the type to be constructed in
the Premises to reasonably  satisfy  Lessor and any lender whose loan is secured
by the Project or any part thereof and, (ii) the Tenant Improvements  identified
on Exhibit  "M" hereto as "Warm  Shell  Improvements"  shall be  constructed  by
Lessor's General  Contractor  (notwithstanding  that they retain their status as
Tenant Improvements the cost of which is to be charged to the Tenant Improvement
Allowance.

         (d) Tenant  Improvement Plans and Cost Estimate If Lessor's  Contractor
Constructs  Tenant  Improvement.  Lessee shall work with  Lessor's  architect to
develop  interior  schematic  drawings and Lessee shall approve  final  interior
schematic  drawings  for the  Building no later than June 1, 2000.  Lessee shall
work with Lessor's architect to develop working drawings outlining,  among other
things,   Lessee's  wall  layout,   detailed  electrical  and  air  conditioning
requirements  and finishes  ("Working  Drawings") and Lessee shall approve final
Working  Drawings  on or  before  August  24,  2000.  The  cost of the  interior
schematic  drawings and Working  Drawings  shall be a Tenant  Improvement  cost.
Based on this  information,  Landlord  shall  cause the  General  Contractor  to
prepare and deliver to Lessee a budget for the Tenant  Improvements  ("Budget").
Lessee shall approve the Budget (or disapprove and modify the same with Lessor's
consent),  in writing,  within ten (10)  business days  thereafter.  The Working
Drawings  and Budget  must be  approved  by Lessor in writing  and be of quality
equal to or greater  than the  Interior  Specifications  Standards  set forth in
Exhibit "C." Once the Budget is  approved,  Lessor shall enter into a guaranteed
maximum price contract with the General  Contractor for the  construction of the
Tenant  Improvements in accordance with the approved final Working Drawings (the
"Construction Contract").  Lessee shall have no liability for costs to construct
the Tenant  Improvements  which are in excess of such  guaranteed  maximum price
except for Change Orders and any costs  resulting from Lessee Delay.  The Tenant
Improvement  Allowance shall not apply to and Lessee shall have no liability for
traffic mitigation payments.

         (e) Construction Plans. Attached as Exhibit "C" to this Lease is a Work
Letter Agreement for Tenant Improvements, and Exhibit "D," Cost Responsibilities
of Lessor and Lessee,  which  together  with this  Section  2.04,  describe  the
planning and payment  responsibilities  of the Lessor and Lessee with respect to
the construction of the Shell Building and Tenant Improvements at the Premises.

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<PAGE>

         (f)  Tenant  Improvement  Allowance.  Lessor  shall  provide  to Lessee
semi-improved "cold" shell facilities as described in Exhibit "D" attached and a
Tenant Improvement Allowance of $27.50 per square foot to be used for the Tenant
Improvements  outlined in Exhibit "D," all as outlined in the Tenant Improvement
Work Letter  attached as Exhibit "C."  Subcontracts  for all Tenant  Improvement
Work shall be obtained by a sealed  competitive bid process  (involving at least
two  qualified  bidders)  wherever  practical  and as to work done  without such
process,  Lessor or the General Contractor shall provide reasonable assurance to
Lessee  that the cost and expense of same is  competitive  in the  industry  for
first-class workmanship and materials.

         (g) Payment for Tenant  Improvements.  Within  five (5)  business  days
after the Budget is approved by Lessor and Lessee, Lessee shall deposit Lessee's
share of the amount  budgeted  for the entire  Tenant  Improvement  construction
schedule (together with the cost of any Tenant Improvements  already made) in an
interest bearing escrow account with Lessor's  Construction  Lender the interest
being credited to Lessee,  provided that, if Lessor's  Construction Lender fails
to agree in writing that, upon any foreclosure, Lender or any other successor in
interest to Lessor,  will either apply the deposited  amount in accordance  with
the provisions of this Lease or return same to Lessee, said escrow account shall
be opened at an institution,  other than Lessor's Construction Lender,  pursuant
to joint escrow instructions of Lessor and Lessee providing for disbursements in
accordance with this Lease. Lessee's share is the portion of the budgeted amount
not paid from the Tenant  Improvement  Allowance as  described in the  following
sentence. Said construction lender (or other institutional escrow holder, as the
case may be) shall issue payments from said account pursuant to the construction
contract for the Tenant  Improvements with a portion of each payment being taken
from  the  Tenant  Improvement  Allowance  (in  the  same  ratio  as the  Tenant
Improvement  Allowance  bears to the entire  Budget total) and the balance being
paid from Lessee's deposit, until the Tenant Improvement Allowance is exhausted,
whereupon  any  remaining  payments  shall be made 100% by Lessee.  Lessor shall
manage the construction of the Tenant Improvements for a supervision fee of 2.5%
of the Budget  (as the same may  change by  agreement  of the  parties)  due and
payable in nine equal  monthly  installments  beginning  on the first day of the
calendar  month  following  the  calendar  month in which  the  Budget  is first
approved.

         (h) Lessee's  Fixturing Period. If Lessor's  Contractor  constructs the
Tenant  Improvements,  Lessor shall provide Lessee access to the Premises during
the thirty (30) day period prior to the Commencement  Date ("Lessee's  Fixturing
Period") for the purpose of installing furnishings and equipment,  e.g. security
system,  furniture system and phone and data system,  provided,  that Lessee and
Lessee's  employees and contractors  shall at all times avoid  interfering  with
Lessor's  ongoing  work to  bring  the  Premises  to a  substantially  completed
condition.  Except for payment of Base Rent,  all terms and  provisions  of this
Lease  shall  apply  during  Lessee's  Fixturing  Period,   including,   without
limitation,  Lessee's  indemnity  and other  obligations  set forth in  Sections
7.07., 7.08. and 17.22. hereof.

                                   ARTICLE III
                                      TERM

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         Section 3.01.  Lease Term.

         (a)  Commencement  Date. The term of this Lease ("Lease Term") shall be
for twelve  years and six months (12 yrs. 6 months)  beginning on the earlier of
(i) the date a Certificate of Occupancy first is issued  affecting the Building,
or (ii) the date on which  Lessee  first  occupies or  conducts  business at the
Premises (the  "Commencement  Date") provided that, (i) for each day of delay by
Lessee in failing to approve  the  interior  schematic  drawings  or the Working
Drawings when required under Section  2.04(d),  or (ii) for each day of delay by
Lessee in failing to approve the Budget,  in writing,  within ten (10)  business
days after delivery by the General Contractor as provided in Section 2.04(d), or
(iii)  for each day of delay  caused  by any  changes  to the  approved  Working
Drawings  requested  by  Lessee,  or (iv) for each  day  that any  other  act or
omission by Lessee causes the construction  schedule for Tenant  Improvements to
be delayed  (collectively "Lessee Delay"), the Commencement Date shall occur one
(1) day in advance of the date of the Certificate of Occupancy for each such day
of delay,  provided  that, in no event shall Lessee Delay be used to advance the
Commencement  Date to a date earlier than April 1, 2001.  For example,  if seven
(7) days of Lessee  Delay  causes the date of  issuance  of the  Certificate  of
Occupancy to occur on April 8, 2001 rather than April 1, 2001, the  Commencement
Date shall be April 1, 2001 for all purposes, including payment of Base Rent and
Additional  Rent.  The Lease Term shall  expire,  unless  sooner  terminated  or
extended as provided  herein,  on the date which completes  twelve years and six
months after the Commencement Date occurs or is deemed to have occurred, e.g. if
the date on which the  Certificate of Occupancy is issued or deemed to be issued
for the Building is April 1, 2001,  the Lease Term shall expire on September 30,
2013 and if that date is April 3, 2001,  the Lease Term shall  expire on October
2,  2013  ("Expiration  Date").  The  parties  shall  execute a  "Memorandum  of
Commencement  of Lease Term" when the  Commencement  Date becomes  known,  which
shall  include a  certification  of the  actual  Rentable  Area of the  Building
determined by the methodology  described in Section 2.01. and the actual monthly
installments  of Base Rent to be paid  pursuant to Section  4.01.,  and shall be
substantially in the form attached hereto as Exhibit "E."

         (b)  Scheduled   Commencement   Date.  Lessor  shall  use  commercially
reasonable  efforts to cause the  Certificate  of Occupancy for Building 6 to be
issued  no later  than  April 1,  2001  ("Scheduled  Commencement  Date").  If a
Certificate of Occupancy is not issued for Building 6 on or before the Scheduled
Commencement  Date,  this failure shall not affect the validity of this Lease or
the  obligations  of Lessee under it. If the  Commencement  Date is adjusted for
delay from any cause, the Expiration Date shall be likewise  adjusted for a like
period.

         (c) Termination in Event of Delay.

                  (i) If for any reason Lessor has not acquired fee title to the
Project by May 1, 2000,  then Lessee,  at its sole election,  may terminate this
Lease upon giving notice within ten (10) days thereafter.



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                  (ii) If for any reason Lessor has not  commenced  construction
of the Building Shell (i.e. begun driving piles for the foundation) by September
1, 2000, then Lessee, at its sole election, may terminate this Lease upon giving
notice within ten (10) days thereafter.

                  (iii)  If  Lessor  is  unable  to  cause  the  issuance  of  a
Certificate  of Occupancy for the  Building,  on or before the date which is one
hundred eighty (180) days after the Scheduled  Commencement  Date (for any cause
other than Lessee Delay or Force Majeure,  delay excused under Section  17.21.),
Lessee, at its sole election, may terminate this Lease upon giving notice within
ten (10) days thereafter.

                  (iv)  If  Lessor  is  unable  to  cause  the   issuance  of  a
Certificate  of  Occupancy  for the  Building,  on or before  the date  which is
eighteen  (18)  months  (extended  by any  Lessee  Delay)  after  the  Scheduled
Commencement  Date (for a cause  other than  Lessee  Delay),  of which a maximum
amount of twelve (12) months of delay may be due to Force  Majeure  Delays,  but
which date shall not be extended for Force Majeure Delays,  Lessee,  at its sole
election,  may  terminate  this Lease upon  giving  notice  within ten (10) days
thereafter.

                  (v) In the  event of any  termination  by  Lessee  under  this
Section  3.01(c)  all  amounts  previously   deposited  by  Lessee  with  Lessor
(including,  without  limitation,  any prepaid rent, the Security  Deposit,  and
undisbursed Tenant  Improvement  costs) shall be returned to Lessee.  Failure to
give such notice within any specified  then (10) day time period  constitutes an
irrevocable  waiver of the  foregoing  rights to  terminate  under this  Section
3.01(c).

         (d)  Commencement  Date  If  Lessee  Constructs  Tenant   Improvements.
Notwithstanding  the  foregoing,  If  Lessee  elects  to  construct  the  Tenant
Improvements   as  provided  in  Section   2.04(c),   subsections   3.01(b)  and
3.01(c)(iii) and (iv) shall be null and void and the Commencement  Date shall be
the date which is forty-five  (45) days after the date on which Lessor  delivers
the  Building  Shell  with  Warm  Shell  Improvements  substantially  completed,
provided that Lessee shall cause its  contractor  not to interfere with Lessor's
contractor's  remaining  work and  Lessor  shall  cause  its  contractor  to not
interfere with Lessee's contractor.

         Section 3.02.  Option to Extend.

         (a)  Exercise.  Lessee is given one (1) option to extend the Lease Term
("Option to Extend") for a five (5) year period  ("Extended Term") following the
date on which the initial Lease Term would otherwise expire, which option may be
exercised only by written notice  ("Option  Notice") from Lessee to Lessor given
not less than  twelve (12)  months  prior to the end of the  initial  Lease Term
("Option Exercise Date");  provided,  however,  if Lessee is in material default
under  this Lease  (beyond  the  expiration  of any  applicable  notice and cure
period) on the Option  Exercise  Date or on any day  thereafter on or before the
last  day of the  initial  Lease  Term,  the  Option  Notice  shall  be  totally
ineffective,  and this Lease shall  expire on the last day of the initial  Lease
Term, if not sooner  terminated in accordance with the terms of this Lease.  The
right of Lessee to  exercise  an Option to Extend  shall not be  affected by any
sublease or assignment of this Lease previously  entered into by Lessee pursuant
to the provisions of this Lease.

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         (b) Extended  Term Rent.  In the event Lessee  exercises  its Option to
Extend  set forth  herein,  all the terms and  conditions  of this  Lease  shall
continue to apply except that the Base Rent payable by Lessee during each Option
Term shall be equal to one hundred  percent  (100%) of Fair Market Rent (defined
below),  as determined under  subparagraph  (c) below.  "Fair Market Rent" shall
mean the effective rate being charged (including periodic adjustments thereto as
applicable  during the period of the Extended  Term),  for  comparable  space in
similar buildings in the Project,  i.e. of a similar age and quality considering
any  recent  renovations  or  modernization,  and floor  plate  size or, if such
comparable   space  is  not  available,   adjustments   shall  be  made  in  the
determination of Fair Market Rent to reflect the age and quality of the Building
as contrasted to other  buildings  used for  comparison  purposes,  with similar
amenities,  taking into consideration:  size, location,  floor level,  leasehold
improvements or allowances provided or to be provided, term of the lease, extent
of  services  to  be  provided,   the  time  that  the  particular   rate  under
consideration became or is to become effective,  and any other relevant terms or
conditions applicable to both new and renewing tenants.

         (c)      Determination of Fair Market Rent.

                  (i)  Negotiation.  If Lessee so exercises its Option to Extend
in a timely  manner,  the parties shall then meet in good faith to negotiate the
Base Rent for the Premises for the Extended  Term,  during the first thirty (30)
days  after  the date of the  delivery  by  Lessee  of the  Option  Notice  (the
"Negotiation  Period").  If, during the Negotiation Period, the parties agree on
the Base Rent applicable to the Premises for the Extended Term, then such agreed
amount shall be the Base Rent payable by Lessee during the Extended Term.

                  (ii) Arbitration.  In the event that the parties are unable to
agree on the Base Rent for the  Premises  within the  Negotiation  Period,  then
within ten (10) days after the expiration of the Negotiation  Period, each party
shall  separately  designate  to the other in writing an  appraiser to make this
determination. Each appraiser designated shall be a member of MAI and shall have
at least ten (10) years  experience in appraising  commercial real property,  of
similar  quality and use as the Premises,  in San Mateo  County.  The failure of
either  party to appoint an appraiser  within the time  allowed  shall be deemed
equivalent to appointing the appraiser  appointed by the other party,  who shall
then  determine  the Fair Market Rent for the Premises  for the  Extended  Term.
Within  five  (5)  business  days  of  their  appointment,  the  two  designated
appraisers shall jointly designate a third similarly qualified appraiser. Within
thirty (30) days after their appointment,  each of the two appointed  appraisers
shall submit to the third appraiser a sealed envelope  containing such appointed
appraiser's  good faith  determination  of the Fair Market Rent for the Premises
for the Extended  Term;  concurrently  with such  delivery,  each such appraiser
shall deliver a copy of his or her  determination  to the other  appraiser.  The
third  appraiser   shall  within  ten  (10)  days  following   receipt  of  such
submissions,  then determine  which of the two appraisers'  determinations  most
closely  reflects  Fair Market Rent as defined  above.  The  determination  most
closely reflecting the third appraiser's determination shall be deemed to be the
Fair Market Rent for the Premises  during the Extended Term; the third appraiser
shall have no rights to adjust, amend or otherwise alter the determinations made
by the  appraiser  selected by the parties,  but must select one or the other of
such appraisers' submissions. The


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<PAGE>

determination  by such  third  appraiser  shall be final  and  binding  upon the
parties. Said third appraiser shall, upon selecting the determination which most
closely resembles Fair Market Rent, concurrently notify both parties hereto. The
Base Rent for the Extended  Term shall be the  determination  so  selected.  The
parties shall share the appraisal expenses equally.  If the Extended Term begins
prior to the  determination  of Fair  Market  Rent,  Lessee  shall  pay  monthly
installments of Base Rent equal to one hundred ten percent (110%) of the monthly
installment  of Base Rent in effect for the last year of the initial Lease Term.
Once a  determination  is made,  any over  payment  or  under  payment  shall be
reimbursed as a credit against, or paid by adding to, the monthly installment of
Base Rent next falling due.

                                   ARTICLE IV
                             RENT: TRIPLE NET LEASE

         Section  4.01.  Base Rent.  Lessee  shall pay to Lessor as Base Rent an
initial monthly  installment of Three Dollars and Twenty-Five  Cents ($3.25) per
square foot of Rentable Area as determined  under Section 2.01., in advance,  on
the  first  day of each  calendar  month of the Lease  Term,  commencing  on the
Commencement  Date.  Base Rent for any period during the Lease Term which is for
less than one  month  shall be a pro rata  portion  of the  monthly  installment
(based on the actual days in that month).

         Section 4.02. Rent Adjustment. The Base Rent set forth in Section 4.01.
above shall be  adjusted  upward by an annual  compounded  increase of three and
five tenths percent  (3.5%),  as of the first day of the thirteenth  (13th) full
calendar month  following the  Commencement  Date and as of each  anniversary of
that date  thereafter  during the Lease Term,  as shown on Exhibit "E"  attached
hereto.

         Section 4.03.  First Payment of Base Rent. The estimated  first monthly
payment of Base Rent in the sum of Nine Hundred  Eight  Thousand and Six Hundred
Forty  Eight  Dollars  ($908,648.00)  shall be due  within  five (5) days  after
Lessee's  execution of this Lease.  Base Rent payments shall resume on the first
day of the calendar month immediately  succeeding the Commencement  Date. If the
Commencement  Date is other  than the first day of a calendar  month,  the first
payment of Base Rent subsequent to the Commencement  Date, but only that payment
of Base Rent,  shall be reduced by any excess of the first Base Rent installment
paid in advance over the  prorated  amount  actually due for such partial  first
month of the Lease Term.

         Section 4.04. Absolute Triple Net Lease. This Lease is what is commonly
called an  "Absolute  Triple Net Lease," it being  understood  that Lessor shall
receive the Base Rent set forth in Section  4.01.  free and clear of any and all
expenses, costs, impositions, taxes, assessments, liens or charges of any nature
whatsoever.  Lessee shall pay all rent in lawful  money of the United  States of
America to Lessor at the notice  address  stated herein or to such other persons
or at such other places as Lessor may  designate in writing on or before the due
date specified for same without prior demand, set-off or deduction of any nature
whatsoever.  It is the intention of the parties hereto that this Lease shall not
be terminable for any reason by Lessee  expressly  provided in Section 3.01, and
that,  except as herein  expressly  provided  in  Articles  III,  VIII and XIII,
concerning  delay,  destruction  and  condemnation,  Lessee shall in no event be
entitled to any


                                      -9-
<PAGE>

abatement  of or  reduction  in rent  payable  under this Lease.  Any present or
future law to the contrary shall not alter this agreement of the parties.

         Section 4.05. Additional Rent. In addition to the Base Rent reserved by
Section  4.01.,  Lessee  shall pay,  as  Additional  Rent (i) 100% as to amounts
applicable  solely to the Premises or Property and Lessee's  Share is to amounts
applicable  to the  Project or Common Area of all taxes,  assessments,  fees and
other impositions payable by Lessee in accordance with the provisions of Article
IX, and  insurance  premiums in accordance  with the  provisions of Article VII,
(ii)  Lessee's  Share  of  Operating   Expenses   defined  below  provided  that
notwithstanding the foregoing, prior to January 1, 2002, during the construction
phase of the Project,  Lessee shall pay 100% of Operating Expenses applicable to
the Property or Premises in lieu of paying  Lessee's Share of the specific items
being  billed,  and (iii)  any other  charges,  costs  and  expenses  (including
appropriate  reserves  therefor) which are contemplated or which may arise under
any  provision  of this Lease during the Lease Term,  plus a  Management  Fee to
Lessor equal to 3% of the Base Rent. The  Management Fee is due and payable,  in
advance,  with  each  installment  of Base  Rent.  All of such  charges,  costs,
expenses,  Management  Fee and all other  amounts  payable by Lessee  hereunder,
shall  constitute  Additional Rent, and upon the failure of Lessee to pay any of
such charges, costs or expenses,  Lessor shall have the same rights and remedies
as otherwise provided in this Lease for the failure of Lessee to pay Base Rent.

         Section 4.06. Security Deposit. Upon the date this Lease is executed by
Lessee, Lessee shall deposit with Lessor a Security Deposit equal to twelve (12)
month's  estimated  Base Rent in the amount of Ten Million,  Nine Hundred  Three
Thousand, Seven Hundred Seventy Six and no cents ($10,903,776.00) in the form of
an unconditional,  irrevocable letter of credit. without documents,  with Lessor
as  beneficiary,  drawable in whole or in part, and providing for payment in San
Francisco on  presentation of Lessee's drafts on sight and otherwise from a bank
and in a form  acceptable  to Lessor  (the  "Security  Deposit").  The  Security
Deposit  shall be held by Lessor as security  for the  faithful  performance  by
Lessee of all of the terms,  covenants,  and conditions of this Lease applicable
to Lessee.  If Lessee  defaults  with  respect to any  provision  of this Lease,
including  but not limited to the  provisions  relating to the  condition of the
Premises upon Lease Termination,  Lessor may (but shall not be required to) use,
apply or retain all or any part of the  Security  Deposit for the payment of any
amount  which  Lessor may spend by reason of Lessee's  default or to  compensate
Lessor  for any loss or  damage  which  Lessor  actually  suffers  by  reason of
Lessee's default.  If any portion of the Security Deposit is so used or applied,
Lessee shall,  within ten days after written demand therefor,  deposit cash with
Lessor in an amount  sufficient to restore the Security  Deposit to its original
amount.  Lessee's  failure to do so shall be a Default by Lessee.  The rights of
Lessor pursuant to this Section 4.06. are in addition to any rights which Lessor
may have pursuant to Article 12 below.  If Lessee fully and faithfully  performs
every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned (without  interest) to Lessee (or, at Lessor's
option,  to  the  last  assignee  of  Lessee's  interests  hereunder)  at  Lease
expiration  or  termination  and after Lessee has vacated the  Premises.  Lessor
shall not be  required  to keep the  Security  Deposit  separate  from  Lessor's
general  funds or be deemed a trustee  of same.  The  letter of credit  shall be
reduced to an amount  equal to the total of three (3) months of Base Rent at the
then current rate, if Lessee establishes  through financial  statements prepared
in  accordance  with  generally  accepted  accounting  principles  and in a form

                                      -10-
<PAGE>

acceptable to Lessor that Lessee has achieved  annual revenue for a period of at
least one (1)  fiscal  year of at least  Seven  Hundred  Fifty  Million  Dollars
($750,000,000) and has further achieved  quarterly  operating profit of at least
One  Hundred  Million  Dollars   ($100,000,000)  for  not  less  than  four  (4)
consecutive quarters.

         Section 4.07.  Operating Expenses.

         (a) Definition.  "Operating  Expenses"  shall mean and include,  to the
extent not billed as a cost or expense of the  Premises  or Property or pursuant
to Article  VII or IX, all costs and  expenses  of every kind and nature paid or
incurred  by  Lessor  (whether  obligated  to do so or  undertaken  at  Lessor's
discretion) in the operation,  maintenance  and replacement of the Common Areas,
including Common Area buildings and improvements  located within the Project and
including  Common Areas  located on the Property.  Such cost and expenses  shall
include,  but not be limited to, costs of management;  cleaning;  lighting;  the
costs of  maintaining,  repairing  and  replacing  all Common Area  improvements
(replacing  shall be deemed to include but not be limited to the  replacement of
light poles and fixtures, storm and sanitary sewers, parking lots, driveways and
roads), repairs to and maintenance of the structural and non-structural portions
of the amenity/athletic facility;  supplies, tools, equipment and materials used
in the  operation and  maintenance  of the Project;  snow  removal;  parking lot
striping; removal of trash, rubbish, garbage and other refuse; painting; removal
of graffiti; painting of exterior walls; landscaping;  providing security to the
extent  Lessor  determines in its sole  discretion to do so (including  security
systems  and/or systems  designed to safeguard life or property  against acts of
God and/or  criminal  and/or  negligent  acts,  and the costs of  maintaining of
same); public liability,  property damage, fire insurance,  earthquake and flood
coverage,  all  risk or  special  form  insurance  coverage,  rent  interruption
insurance coverage,  the costs of excess award above insurance aggregate,  total
compensation  and benefits  (including  premiums for workers'  compensation  and
other insurance) paid to or on behalf of employees, including but not limited to
full or part time on-site management or maintenance personnel; personal property
taxes;  fire  protection and fire hydrant  charges  (including  fire  protection
system  signaling  devices,  now  or  hereafter  required,   and  the  costs  of
maintaining of same);  water and sewer  charges;  utility  charges;  license and
permit  fees  necessary  to operate  and  maintain  the  initial  cost of or the
reasonable  depreciation  of equipment  used in operating  and  maintaining  the
Common Areas and rent paid for leasing any such equipment; reasonable cost of on
or off site  storage  space of any and all items  used in  conjunction  with the
operation,  maintenance and management of the Project, including but not limited
to tools, machinery, records, decorations, tables, benches, supplies and meters;
the cost of and  installation  cost of any and all items which are installed for
the purpose of reducing Operating Expenses, increasing building or public safety
or  which  may be then  required  by  governmental  authority,  laws,  statutes,
ordinances  and/or  regulations,  a use  privilege  consisting  of Base Rent and
Operating  Expenses allocated to the  Amenities/Athletic  Facility and all costs
and expenses  arising from the operation of same.  Lessor shall apply all of the
following amounts received by Lessor to reduce Operating Expenses; (1) fees paid
by any user other than tenants of the Project  (including,  without  limitation,
the public and Lessee's  employees) for use of the  Amenities/Athletic  Facility
and any of the other Common Areas; (2) base rent and additional rent paid by the
operators of the Amenities/Athletic  Facility and any of the other Common Areas.
Lessor  agrees to use  commercially  reasonable  efforts to seek such amounts to
reduce the amount


                                      -11-
<PAGE>

of Operating  Expenses payable by Lessee hereunder,  bearing in mind the amenity
nature of the Common Areas and restrictions imposed by the City.

         (b)  Payment.  Lessee shall pay Lessee's  Share of  Additional  Rent in
monthly  installments on the first day of each month in an amount set forth in a
written  estimate by Lessor.  Lessor  agrees  that it will base its  estimate on
Lessor's experience in managing  office/research and development projects and in
a reasonable  manner.  Within  ninety (90) days  following the end of the period
used by Lessor in  estimating  Lessor's  cost,  Lessor shall furnish to Lessee a
statement (hereinafter referred to as "Lessor's Statement") of the actual amount
of Lessee's Share of such  Additional  Rent for such period.  Within thirty (30)
days thereafter, Lessee shall pay to Lessor, as Additional Rent, or Lessor shall
remit to  Lessee,  as the case may be,  the  difference  between  the  estimated
amounts  paid by Lessee and the actual  amount of Lessee's  Share of  Additional
Rent for such period as shown by such  Statement.  Lessee's  Share of Additional
Rent for the ensuing  estimation  period  shall be  adjusted  upward or downward
based upon Lessor's Statement.

         (c) Lessee's Share.  For purposes  hereof,  "Lessee's Share" shall mean
the rentable square footage of the Building subject to this Lease at the time in
question divided by the greater of (i) 1,550,000,  (ii) at the time in question,
a number equal to the number of rentable  square feet which is then  constructed
at the Project, measured on a dripline basis.

         (d) Exclusions. For purposes of this Lease, the term Operating Expenses
shall not include (and Lessee shall have no liability for) any of the following:
school  fees  and  other  charges  imposed  under  the  Development   Agreement;
construction  costs of the  Pacific  Shores  Infrastructure  (as  defined in the
Development  Agreement);  construction  costs of any child care  facility at the
Project or payment to the City in lieu of constructing  the child care facility;
construction of any Common Area improvements;  traffic  mitigation  payments due
under  Section  13 of  the  Development  Agreement;  legal  fees,  permit  fees,
architectural  and engineering  fees related to the development and construction
of the Project;  any off-site  improvements  (other than the widening of Seaport
Boulevard as set forth below); the purchase of sanitary sewer capacity; costs to
fill  wetlands at the  Project or restore  wetlands  habitat;  costs to relocate
power lines or other utilities;  marketing costs, costs of leasing  commissions,
attorneys'  fees and other  costs  and  expenses  incurred  in  connection  with
negotiations  or disputes  with  prospective  tenants or other  occupants of the
Project;  costs  incurred  by  Landlord  in  the  repairs,   capital  additions,
alterations or  replacements  made or incurred to rectify or correct  defects in
design,   materials  or  workmanship  in  connection  with  the  Project;  costs
(including  permit,  license and  inspection  costs)  incurred in  renovating or
otherwise improving,  decorating or redecorating  rentable space for prospective
tenants or vacant rentable space;  costs incurred due to the violation by Lessor
of the terms,  covenants and  conditions of any lease or license of space in the
Project;  costs of general  overhead and general  administrative  expenses,  not
including  management  fees and building  office  expenses which are included in
operating expenses by landlords of comparable buildings;  marketing costs, legal
fees,  space  planner's  fees,  and  advertising  and  promotional  expenses and
brokerage fees incurred in connection with the original development,  subsequent
improvement,  or original or future  leasing of the Project;  any bad debt loss,
rent loss,  or reserves for bad debts or rent loss;  costs  associated  with the
operation of the business of the  partnership  or


                                      -12-
<PAGE>

entity which  constitutes  the Lessor,  as the same are  distinguished  from the
costs of operation of the Project (which shall specifically  include, but not be
limited  to,  costs  of  partnership  accounting  and  legal  matters,  costs of
defending any lawsuits  with any mortgagee  (except as the actions of the Lessee
may be in  issue),  costs of  selling,  syndicating,  financing,  mortgaging  or
hypothecating any of the Lessor's interest in the Project, and costs incurred in
connection  with any disputes  between Lessor and its employees,  between Lessor
and Project  management,  or between Lessor and other tenants or occupants,  and
Lessor's general corporate  overhead and general and  administrative  expenses);
the wages and benefits of any employee who does not devote  substantially all of
his or her  employed  time to the  Project  unless such wages and  benefits  are
prorated to reflect time spent on operating  and managing the Project  vis-a-vis
time spent on matters unrelated to operating and managing the Project; provided,
that in no event shall  Operating  Expenses for  purposes of this Lease  include
wages  and/or  benefits  attributable  to  personnel  above the level of Project
manager  or Project  engineer;  interest,  charges  and fees  incurred  on debt,
payments on mortgages  and amounts paid as ground  rental for the real  property
underlying the Project by the Lessor; any costs covered by any warranty, rebate,
guarantee  or service  contract  which are actually  collected by Lessor  (which
shall not  prohibit  Lessor from  passing  through the costs of any such service
contract if otherwise includable in Operating Expenses);  interest, late charges
and tax penalties  incurred as a result of Lessor's gross negligence,  inability
or unwillingness to make payments or file returns when due; any expense,  to the
extent Lessor receives  reimbursement for such costs, to remedy damage caused by
or  resulting  from  the  gross  negligence  of any  licensees  in the  Project,
including  their agents,  contractors  and employees;  reserves for  anticipated
future expenses;  costs or repairs or other work occasioned by fire, casualty or
other risk to the extent of proceeds  received  from  insurance  maintained  (or
obligated to be maintained  pursuant to this Lease) by Lessor;  costs, fines, or
fees  incurred by Lessor due to Lessor's  violations  of any  federal,  state or
local law, statute or ordinance, or any rule, regulation,  judgment or decree of
any governmental rule or authority;  any costs  representing an amount paid to a
person,  firm,  corporation or other entity related to Lessor which is in excess
of the amount  which would have been paid in the  absence of such  relationship;
capital costs incurred to bring the Building or the Property into  compliance as
of the  Commencement  Date with any use  permit or design  permit,  any  CC&R's,
underwriter's requirements,  or Laws applicable to the Premises, the Building or
the Project.  Nothing  contained in this Section shall  prohibit or limit Lessor
from passing through,  in Article IX, any one or more specified items as part of
the Community Facility District Bond.

         Section 4.08 Section 4.07.  Lessee's Right to Review Supporting Data.

                  (1) Exercise of Right by Lessee.  Provided  that Lessee is not
in default under this Lease and provided  further that Lessee strictly  complies
with the provisions of this Paragraph, Lessee shall have the right to reasonably
review  supporting  data for any  portion of a Lessor's  statement  that  Lessee
claims is  incorrect.  In order for  Lessee to  exercise  its right  under  this
Paragraph,  Lessee  shall,  within  thirty  (30) days  after  any such  Lessor's
statement is sent, deliver a written notice to Lessor specifying the portions of
the  Lessor's  statement  that are  claimed to be  incorrect,  and Lessee  shall
simultaneously  pay to Lessor all amounts due from Lessee to Lessor as specified
in the Lessor's  statement.  Except as  expressly  set forth in  subparagraph  3
below, in no event shall Lessee be entitled to withhold,  deduct,  or offset any
monetary  obligation  of  Lessee to



                                      -13-
<PAGE>

Lessor under the Lease including,  without  limitation,  Lessee's  obligation to
make all Base Rent  payments and all payments  for  Additional  Rent pending the
completion  of,  and  regardless  of the  results  of,  any  review  under  this
Paragraph.  The right to review  granted to Lessee under this Paragraph may only
be exercised once for any Lessor's statement, and if Lessee fails to meet any of
the above  conditions as a prerequisite to the exercise of such right, the right
of Lessee under this  Paragraph  for a particular  Lessor's  statement  shall be
deemed waived.

                  (2) Procedures  for Review.  Lessee  acknowledges  that Lessor
maintains  its  records  for the  Building  and  Project  at its  offices in San
Francisco,  and Lessee therefore agrees that any review of supporting data under
this Paragraph  shall occur at such location.  Any review to be conducted  under
this Paragraph  shall be at the sole expense of Lessee and shall be conducted by
an independent  (i.e. not then engaged by lessee for any other purposes) firm of
certified  public  accountants of national  standing.  Lessee  acknowledges  and
agrees  that any  supporting  data  reviewed  under  this  Paragraph  constitute
confidential information of Lessor, which shall not be disclosed to anyone other
than the  accountants  performing  the review and the  principals  of Lessee who
receive the results of the review.  The  disclosure of such  information  to any
other person, whether or not caused by the conduct of Lessee, shall constitute a
material breach of this Lease.

                  (3) Finding of Error.  Any errors  disclosed  by the review of
supporting data under this Paragraph shall be promptly corrected,  provided that
Lessor shall have the right to cause another review of the supporting data to be
made by an independent  (i.e. not then engaged by Lessor for any other purposes)
firm of certified  public  accountants of national  standing.  In the event of a
disagreement  between the two  accounting  firms,  the review that discloses the
least amount of  deviation  from the  Lessor's  statement  shall be deemed to be
correct and its review shall be final and binding on both Lessor and Lessee.  If
the results of the review of supporting data taking into account, if applicable,
the results of any  additional  review  caused by Lessor  reveal that Lessee has
overpaid  obligations  for a preceding  period,  the amount of such  overpayment
shall be credit against Lessee's subsequent  installment  obligations to pay its
share of  Additional  Rent.  In the event that such results show that Lessee has
underpaid  its  obligations  for  a  preceding   period,   the  amount  of  such
underpayment  shall  be paid by  Lessee  to  Lessor  with  the  next  succeeding
installment  obligation of Additional Rent or, if the Lease has  terminated,  in
cash  within  thirty  (30)  days  after the  determination  of  underpayment  is
delivered  to Lessee.  Each party  shall pay the cost and  expense of its chosen
accounting firm.

                  (4)  Effect of  Lessee's  Default.  In the event  that  Lessee
becomes in default of its  obligations  under this Lease at any time  during the
pendency of a review of records under this Paragraph, said right to review shall
immediately cease and the matters originally set forth in the Lessor's statement
shall be deemed to be correct.

                                    ARTICLE V
                                       USE

         Section 5.01.  Permitted Use and Limitations on Use. The Premises shall
be used and occupied only for office,  research and  development,  together with
such  ancillary  uses  which do not  cause  excessive  wear of the  Premises  or
increase  the  potential  liability  of Lessor,  and for no


                                      -14-
<PAGE>

other use, without Lessor's prior written consent.  Lessee shall not use, suffer
or permit the use of the Premises in any manner that will tend to create  waste,
nuisance or unlawful  acts. In no event shall it be  unreasonable  for Lessor to
withhold  its  consent as to uses  which it  determines  would tend to  increase
materially  the  wear of the  Premises  or any  part  thereof  or  increase  the
potential  liability  of Lessor or decrease  the  marketability,  financability,
leasability  or value of the Premises.  Lessee shall not do anything in or about
the Premises which will (i) cause structural injury to the Building or Premises,
or (ii) cause damage to any part of the Building except to the extent reasonably
necessary  for  the   installation  of  Lessee's  trade  fixtures  and  Lessee's
Alterations,  and then only in a manner which has been first  approved by Lessor
in  writing.  Lessee  shall not  operate any  equipment  within the  Building or
Premises which will (i) materially  damage the Building or the Common Area, (ii)
overload existing electrical systems or other mechanical equipment servicing the
Building,  (iii) impair the efficient  operation of the sprinkler  system or the
heating,  ventilating or air conditioning ("HVAC") equipment within or servicing
the  Building,  or (iv) damage,  overload or corrode the sanitary  sewer system.
Lessee shall not attach, hang or suspend anything from the ceiling,  roof, walls
or  columns of the  Building  or set any load on the floor in excess of the load
limits for which such items are designed nor operate hard wheel forklifts within
the Premises.  Any dust,  fumes, or waste products  generated by Lessee's use of
the Premises  shall be contained  and disposed so that they do not (i) create an
unreasonable fire or health hazard, (ii) damage the Premises, or (iii) result in
the violation of any law. Except as approved by Lessor,  Lessee shall not change
the exterior of the  Building,  or install any  equipment or antennas on or make
any  penetrations  of the  exterior or roof of the  Building.  Lessee  shall not
conduct  on any  portion of the  Premises  any sale of any kind,  including  any
public or private auction, fire sale,  going-out-of-business sale, distress sale
or  other  liquidation  sale.  No  materials,  supplies,  tanks  or  containers,
equipment, finished products or semifinished products, raw materials, inoperable
vehicles or articles of any nature  shall be stored upon or  permitted to remain
within the outside  areas of the  Premises  except in fully  fenced and screened
areas  outside the Building  which have been  designed for such purpose and have
been approved in writing by Lessor for such use by Lessee.

         Section 5.02.  Compliance with Law.

         (a) Lessor  shall  deliver the  Premises to Lessee on the  Commencement
Date (without  regard to the use for which Lessee will use the Premises) free of
violations of any covenants or  restrictions  of record,  or any applicable law,
building  code,  regulation  or ordinance in effect on such  Commencement  Date,
including  without  limitation,  the Americans with  Disability Act, and free of
Year Two Thousand computer programming defects.

         (b) Except as provided in paragraph 5.02.(a), Lessee shall, at Lessee's
cost and expense, comply promptly with all statutes,  ordinances,  codes, rules,
regulations,  orders,  covenants and  restrictions of record,  and  requirements
applicable  to the Premises  and  Lessee's  use and  occupancy of same in effect
during any part of the Lease Term, whether the same are presently foreseeable or
not, and without regard to the cost or expense of  compliance.  In the event any
compliance under this paragraph 5.02(b) is not caused by Lessee's particular use
or Alterations  and would require Lessee to make any capital  improvement to the
Premises, Lessor shall make such capital improvement, amortize the costs thereof
(including  interest at the Agreed



                                      -15-
<PAGE>

Rate) over the useful life of the  improvement  (as  determined by Lessor in the
reasonable  exercise of its discretion) and charge to Lessee as Additional Rent,
such amortizing  portion to be paid in equal monthly  installments with payments
of Base Rent.

         (c) By executing this Lease,  Lessee  acknowledges that it has reviewed
and  satisfied  itself as to its  compliance,  or intended  compliance  with the
applicable zoning and permit laws,  hazardous  materials and waste requirements,
and all other  statutes,  laws,  or  ordinances  relevant  to the uses stated in
Section 5.01., above.

         Section 5.03.  Condition of Premises at Commencement  Date.  Subject to
all of the terms of this  Lease  for the  construction  of Tenant  Improvements.
Lessor shall  deliver the Building to Lessee on the  Commencement  Date with the
Building  plumbing,  lighting,  heating,  ventilating,  air  conditioning,  gas,
electrical,  and sprinkler systems and loading doors as set forth in Exhibit "D"
in proper  operating  condition and built  substantially  in accordance with the
approved  plans  therefor,  and in a  workmanlike  manner.  Except as  otherwise
provided in this Lease,  Lessee hereby  accepts the Premises in their  condition
existing  as of  the  Commencement  Date,  subject  to  all  applicable  zoning,
municipal,  county and state laws,  ordinances  and  regulations  governing  and
regulating  the  use  and  condition  of the  Premises,  and  any  covenants  or
restrictions,  liens,  encumbrances and title exceptions of record,  and accepts
this Lease  subject  thereto  and to all  matters  disclosed  thereby and by any
exhibits attached hereto.  Lessee acknowledges that neither Lessor nor any agent
of Lessor has made any  representation  or  warranty as to the present or future
suitability of the Premises for the conduct of Lessee's business.

         Section 5.04.  Defective  Condition at Commencement  Date. In the event
that it is  determined,  and Lessee  notifies  Lessor in writing within one year
after the Commencement  Date, that any of the obligations of Lessor set forth in
Section  5.02.(a) or Section  5.03.(a) were not performed,  then it shall be the
obligation of Lessor, and the sole right and remedy of Lessee,  after receipt of
written  notice from Lessee  setting  forth with  specificity  the nature of the
failed performance,  to promptly,  within a reasonable time and at Lessor's sole
cost,  correct  same.  Lessee's  failure to give such  written  notice to Lessor
within  one year  after the  Commencement  Date shall  constitute  a  conclusive
presumption that Lessor has complied with all of Lessor's  obligations under the
foregoing sections 5.02. and 5.03., and any required  correction after that date
shall be  performed by Lessee,  at its sole cost and expense.  At the end of the
first year of the Lease  Term,  Lessor  shall  promptly  assign to Lessee all of
Lessor's contractor's, and/or manufacturer's guarantees,  warranties, and causes
of action.

         Section 5.05. Building Security. Lessee acknowledges and agrees that it
assumes  sole  responsibility  for security at the Premises and the Property for
its agents, employees, invitees, licensees, contractors, guests and visitors and
will provide such systems and personnel for same including,  without limitation,
the  Property,  as it deems  necessary or  appropriate  and at its sole cost and
expense.  Lessee  acknowledges and agrees that Lessor does not intend to provide
any security system or security  personnel at the Premises,  Property or Project
including, without limitation, at the Common Areas.

                                      -16-
<PAGE>

         Section  5.06.  Rules  and  Regulations.  Lessor  may from time to time
promulgate reasonable and nondiscriminatory rules and regulations applicable for
the care and orderly management of the Premises the Common Area and the Project.
Such rules and regulations  shall be binding upon Lessor upon delivery of a copy
thereof to Lessor,  and Lessor agrees to abide by such rules and regulations.  A
copy of the initial Rules and  Regulations is attached hereto as Exhibit "L." If
there is a conflict  between the rules and regulations and any of the provisions
of this Lease,  the provisions of this Lease shall prevail.  Lessor shall not be
responsible  for the violation of any such rules and  regulations by any person,
including,  without  limitation,  Lessee  or its  employees,  agents,  invitees,
licensees, guests, visitors or contractors.

                                   ARTICLE VI
                      MAINTENANCE, REPAIRS AND ALTERATIONS

         Section 6.01.  Maintenance of Premises.

         (a)  Throughout the Lease Term,  Lessee,  at its sole cost and expense,
shall keep,  maintain,  repair and replace the  Premises  (except as provided in
6.01.(b)) and all  improvements  and  appurtenances  in or serving the Premises,
including,  without  limitation,  all interior and exterior walls, all doors and
windows, the roof membrane,  all elevators and stairways,  all wall surfaces and
floor  coverings,  all  Tenant  Improvements  and  alterations,   additions  and
improvements installed during the Lease Term, all sewer,  plumbing,  electrical,
lighting, heating, ventilation and cooling systems, fire sprinklers, fire safety
and security systems,  fixture and appliances and all wiring and glazing, in the
same good order,  condition and repair as they are in on the Commencement  Date,
or may be put in during the Lease Term, reasonable wear excepted,  provided that
wear which could be  prevented  by first class  maintenance  shall not be deemed
reasonable.

         (b) Lessor,  at its sole cost and expense,  shall repair defects in the
exterior  walls  (including  all exterior  glass which is damaged by  structural
defects in such exterior walls),  supporting  pillars,  structural  walls,  roof
structure and foundations of the Building and sewer and plumbing systems outside
the  Building,  provided  that the need for repair is not  caused by Lessee,  in
which event Lessor shall, at Lessee's sole cost and expense, repair same. Lessor
shall  replace the roof  membrane  of the  Building,  the  parking lot  surface,
landscaping,  drainage,  irrigation,  sprinkler  and sewer and plumbing  systems
outside  the  Building  systems  when the useful life of each has  expired,  and
Lessee shall pay that  portion of the cost of each  replacement,  together  with
annual interest at the Agreed Rate which shall be amortized over the useful life
of each such  replacement  applicable to the balance of the Lease Term, in equal
monthly  installments  due and payable with  installments  of Base Rent provided
that as to repairs and  replacements  within the Common  Area,  Lessee shall pay
Lessee's  Share.  Lessee shall give Lessor written notice of any need of repairs
which are the obligation of Lessor  hereunder and Lessor shall have a reasonable

                                      -17-
<PAGE>

time to perform same.  Should  Lessor  default as provided in Section 12.03 with
respect to its  obligation  to make any of the repairs  assumed by it  hereunder
with  respect to the  Building,  Lessee  shall  have the right to  perform  such
repairs  and Lessor  agrees that within  thirty (30) days after  written  demand
accompanied by detailed invoice(s),  it shall pay to Lessee the cost of any such
repairs  together with accrued interest from the date of Lessee's payment at the
Agreed Rate. Lessor shall not be liable to Lessee, its employees,  invitees,  or
licensees  for any damage to person or  property,  and  Lessee's  sole right and
remedy  shall  be the  performance  of said  repairs  by  Lessee  with  right of
reimbursement  from Lessor of the  reasonable  fair market cost of said repairs,
not  exceeding  the sum  actually  expended  by Lessee,  together  with  accrued
interest  from the date of Lessee's  payment at the Agreed Rate,  provided  that
nothing  herein  shall be deemed to create a right of setoff or  withholding  by
Lessee of Base Rent or Additional  Rent or any other amounts due herein.  Lessee
hereby  expressly waives all rights under and benefits of Sections 1941 and 1942
of the California  Civil Code or under any similar law, statute or ordinance now
or  hereafter in effect to make repairs and offset the cost of same against rent
or to  withhold  or delay any  payment  of rent or any other of its  obligations
hereunder as a result of any default by Lessor under this Section 6.01.(b).

         (c) Lessee agrees to keep the Premises,  both inside and out, clean and
in sanitary condition as required by the health,  sanitary and police ordinances
and regulations of any political  subdivision having  jurisdiction and to remove
all  trash and  debris  which may be found in or  around  the  Premises.  Lessee
further agrees to keep the interior surfaces of the Premises, including, without
limitation, windows, floors, walls, doors, showcases and fixtures clean and neat
in appearance.

         (d) If Lessee  refuses or  neglects  to commence  such  repairs  and/or
maintenance  for which  Lessee is  responsible  under  this  Article VI within a
thirty (30) day period (or as soon as practical  and in no event later than five
(5) days,  if the  failure to initiate  the repair  threatens  to cause  further
damage  to the  Premises)  after  written  notice  from  Lessor  and  thereafter
diligently  prosecute  the same to  completion,  then  Lessor  may (i) enter the
Premises  (except  in an  emergency,  upon at least 24  hours  advanced  written
notice) during Lessor's business hours and cause such repairs and/or maintenance
to be made and  shall  not be  responsible  to  Lessee  for any  loss or  damage
occasioned  thereby and Lessee  agrees that upon demand,  it shall pay to Lessor
the reasonable cost of any such repairs, not exceeding the sum actually expended
by Lessor,  together with accrued  interest from the date of Lessor's payment at
the Agreed Rate and (ii) elect to enter into a maintenance  contract at a market
rate for first-rate maintenance with a third party for the performance of all or
a part of Lessee's maintenance obligations,  whereupon, Lessee shall be relieved
from its obligations to perform only those  maintenance  obligations  covered by
such  maintenance  contract,  and  Lessee  shall  bear the  entire  cost of such
maintenance  contract which shall be paid in advance,  as Additional  Rent, on a
monthly basis with Lessee's Base Rent payments.

         Section  6.02.  Maintenance  of Common  Areas.  Subject to 6.01.(c) and
subject  to  Lessee  paying  Lessee's  Share of the cost  and  expense  for same
pursuant to Section 4.05 and 4.07 Lessor shall maintain,  repair and replace all
landscape,  hardscape and other  improvements  within the Common Areas and shall
operate  and  manage  the  Amenities/Athletic  Facility  and other


                                      -18-
<PAGE>

Common Area features and facilities  described in Section 2.02 including without
limitation,  all landscape,  hardscape and other improvements within the outside
areas of the Premises  located on the Property,  including  without  limitation,
landscaping,   curbs,  walkways,  driveways,  parking  areas  and  lighting  and
sprinkler systems.

         Section 6.03. Alterations,  Additions and Improvements. No alterations,
additions,  or  improvements  ("Alterations")  shall be made to the  Premises by
Lessee  without  the prior  written  consent  of Lessor  which  Lessor  will not
unreasonably withhold, provided, however, that Lessee may make Alterations which
do not affect the Building systems,  exterior appearance,  structural components
or  structural  integrity  and  which do not  exceed  collectively  One  Hundred
Thousand Dollars ($100,000) in cost within any twelve (12) month period, without
Lessor's  prior  written  consent.  As a  condition  to Lessor's  obligation  to
consider any request for consent hereunder,  Lessee shall pay Lessor upon demand
for the reasonable costs and expenses of consultants,  engineers, architects and
others  for  reviewing   plans  and   specifications   and  for  monitoring  the
construction  of any proposed  Alterations.  Lessor may require Lessee to remove
any such  Alterations  at the expiration or termination of the Lease Term and to
restore the  Premises to their prior  condition  by written  notice  given on or
before the earlier of (i) the  expiration  of the Lease Term or (ii) thirty (30)
days after termination prior to the expiration of the Lease Term of the Lease or
(iii) thirty (30) days after a written  request from Lessee for such notice from
Lessor provided,  that, if Lessee requests same from Lessor,  Lessor will notify
Lessee  within five (5) business  days after  receipt of Lessee's  request and a
copy of all plans and specifications for the proposed Alteration whether it will
require removal.  All Alterations to be made to the Premises shall be made under
the supervision of a competent,  California  licensed architect and/or competent
California  licensed  structural  engineer  (each of whom has been  approved  by
Lessor) and shall be made in accordance with plans and specifications which have
been  furnished to and approved by Lessor in writing  prior to  commencement  of
work. All Alterations  shall be designed,  constructed and installed at the sole
cost and expense of Lessee by California  licensed  architects,  engineers,  and
contractors  approved by Lessor,  in compliance  with all applicable law, and in
good and workmanlike manner. Any Alteration except furniture and trade fixtures,
shall become the property of Lessor at the expiration,  or sooner termination of
the Lease,  unless Lessor directs  otherwise,  provided that Lessee shall retain
title to all furniture and trade fixtures  placed on the Premises.  All heating,
lighting,  electrical,  air  conditioning,  full  height  partitioning  (but not
moveable,  free  standing  cubicle-type  partitions  which do not  extend to the
ceiling or connect to Building walls), drapery and carpeting  installations made
by Lessee  together  with all property  that has become an integral  part of the
Premises,  shall be and become the  property of Lessor upon the  expiration,  or
sooner termination of the Lease, and shall not be deemed trade fixtures.  Within
thirty  (30) days after  completion  of any  Alteration,  Lessee,  Lessee  shall
provide Lessor with a complete set of "as built" plans for same.

         Section 6.04.  Covenant Against Liens. Lessee shall not allow any liens
arising from any act or omission of Lessee to exist, attach to, be placed on, or
encumber  Lessor's or  Lessee's  interest  in the  Premises  or Project,  or any
portion of either, by operation of law or otherwise.  Lessee shall not suffer or
permit any lien of mechanics, material suppliers, or others to be placed against
the  Premises or  Project,  or any  portion of either,  with  respect to work or
services  performed  or claimed to have been  performed  for Lessee or materials
furnished or claimed to


                                      -19-
<PAGE>

have been furnished to Lessee or the Premises. Lessor has the right at all times
to post and keep posted on the Premises  any notice that it considers  necessary
for  protection  from  such  liens.  At least  seven (7) days  before  beginning
construction of any  Alteration,  Lessee shall give Lessor written notice of the
expected  commencement  date of that  construction  to permit Lessor to post and
record a notice  of  nonresponsibility.  If any such  lien  attaches  or  Lessee
received notice of any such lien,  Lessee shall cause the lien to be immediately
released and removed of record.  Despite any other  provision of this Lease,  if
the lien is not  released  and  removed  within  twenty  (20) days after  Lessor
delivers notice of the lien to Lessee,  Lessor may  immediately  take all action
necessary to release and remove the lien,  without any duty to  investigate  the
validity of it. All expenses (including reasonable attorney fees and the cost of
any bond) incurred by Lessor in connection with a lien incurred by Lessee or its
removal shall be considered  Additional Rent under this Lease and be immediately
due and payable by Lessee.  Nothing  contained herein shall prohibit Lessee from
obtaining secured financing for personal property at the Premises.

         Section 6.05  Reimbursable  Capital  Expenditures.  Except for items of
capital  expenditures,  which are to be made at  Lessor's  sole cost and expense
pursuant to the first sentence of Section 6.01(b) above,  capital  expenditures,
together with interest  thereon at the Agreed Rate, for any replacement  item at
the Common Areas made by Lessor in excess of Ten Thousand  Dollars  ($10,000.00)
during the Lease Term shall be amortized  over the remaining  Lease Term for the
useful life of such  replacement  item within the numerator  being the number of
months  remaining  in the Lease  Term and the  denominator  being the  number of
months of the "useful life" of the  improvements.  Lessee shall be obligated for
such amortized portion of any such expenditure in equal monthly installments due
and payable with each installment of Base Rent.

                                   ARTICLE VII
                                    INSURANCE

         Section 7.01.  Property/Rental  Insurance  for  Premises:  At all times
during the Lease  Term,  Lessor  shall keep the  Premises  and  Project  insured
against  loss or damage by fire and those  risks  normally  included in the term
"all risk,"  including,  without  limitation,  coverage for (i)  earthquake  and
earthquake sprinkler leakage,  (ii) flood, (iii) loss of rents and extra expense
for eighteen (18) months,  including  scheduled rent increases,  (iv) boiler and
machinery,  (v) Tenant  Improvements  and (vi) fire damage legal liability form,
including waiver of subrogation.  Any deductibles  shall be paid by Lessee.  The
amount  of such  insurance  shall not be less  than  100% of  replacement  cost.
Insurance shall include a Building  Ordinance and Increased Cost of Construction
Endorsement  insuring the increased cost of reconstructing the Premises incurred
due to the need to comply with applicable statutes,  ordinances and requirements
of all municipal, state and federal authorities now in force, which or may be in
force hereafter.  Any recovery received from said insurance policy shall be paid
to Lessor and thereafter applied by Lessor to the reconstruction of the Premises
in accordance with the provisions of Article VIII below.  Lessee, in addition to
the rent and other charges provided herein,  shall reimburse Lessor for Lessee's
Share (100% if the  insurance  covers only the  Building or the Building and the
Property)of the cost of the premiums for all such insurance  described herein in
accordance  with Article IV. Lessee shall pay to Lessor any deductible  (subject
to the above  conditions) owing


                                      -20-
<PAGE>

within  fifteen  (15) days  after  receipt of notice  from  Lessor of the amount
owing. To the extent  commercially  available,  Lessor's  insurance shall have a
deductible  not greater  than  fifteen  percent  (15%) for  earthquake  and five
percent (5%) for the basic "all risk"  coverage.  Any  deductible  over $100,000
payable by Lessee  hereunder  shall be  amortized  over the  useful  life of the
repair or replacement, and charged to Lessee as Additional Rent.

         Section 7.02.  Property  Insurance for Fixtures and  Inventory.  At all
times  during  the Lease  Term,  Lessee  shall,  at its sole  expense,  maintain
insurance  with "all risk"  coverage on any fixtures,  furnishings,  merchandise
equipment or personal property in or on the Premises, whether in place as of the
date hereof or installed  hereafter.  The amount of such insurance  shall not be
less than one hundred percent (100%) of the replacement cost thereof, and Lessor
shall not have any  responsibility nor pay any cost for maintaining any types of
such insurance. Lessee shall pay all deductibles.

         Section  7.03.  Lessor's  Liability  Insurance.  During the Lease Term,
Lessor shall maintain a policy of policies of  comprehensive  general  liability
insurance naming Lessor (and such others as designated by Lessor) against claims
and liability for bodily injury, property damage on our about the Premises, with
combined  single limit  coverage in an amount  determined  by Lessor in its sole
discretion  (which amount is currently Fifty Million Dollars  ($50,000,000.00));
provided that if such policy is a blanket policy that covers  properties  (other
than the Project)  owned by Lessor,  only that portion  allocable to the Project
shall be payable  hereunder.  Lessee,  in addition to the rent and other charges
provided  herein,  agrees to pay  Lessee's  Share of the  premiums  for all such
insurance in accordance with Article IV.

         Section  7.04.  Liability  Insurance  Carried by  Lessee.  At all times
during the Lease Term (and any holdover  period) Lessee shall obtain and keep in
force a commercial  general  liability  policy of insurance  protecting  Lessee,
Lessor  and any  Lender(s)  whose  names are  provided  to Lessee as  Additional
Insureds  against  claims and liability for bodily injury,  personal  injury and
property damage based upon involving or arising out of ownership, use, occupancy
or maintenance of the Premises.  Such insurance shall be on an occurrence  basis
providing a single limit coverage in amount of not less than Ten Million Dollars
($10,000,000) per occurrence with an Additional Lessors or Premises Endorsements
and containing an "Amendment of the Pollution Exclusion  Endorsement" for damage
caused by heat,  smoke,  fumes from a hostile fire. The limits of said insurance
required  by this  Lease as  carried  by Lessee  shall  not,  however  limit the
liability  of  Lessee  nor  relieve  Lessee  of any  obligation  hereunder.  All
insurance to be carried by Lessee shall be primary to and not contributory with,
any similar  insurance  carried by Lessor whose  insurance  shall be  considered
excess insurance only.

         Section  7.05.  Lessee to  Furnish  Proof of  Insurance.  Lessee  shall
furnish to Lessor prior to the Commencement  Date, and at least thirty (30) days
prior to the expiration  date of any policy,  certificates  indicating  that the
property  insurance and liability  insurance required to be maintained by Lessee
is in full  force and effect for the twelve  (12) month  period  following  such
expiration  date;  that  Lessor has been named as an  additional  insured to the
extent of contractual  liability assumed in Section 7.07.  "Indemnification" and
Section 7.08.  "Lessor as Party Defendant";  and that all such policies will not
be  canceled  unless  thirty  (30) days' prior  written


                                      -21-
<PAGE>

notice of the  proposed  cancellation  has been given to Lessor.  The  insurance
shall be with insurers approved by Lessor, provided, however, that such approval
shall not be unreasonably  withheld so long as Lessee's  insurance carrier has a
Best's Insurance Guide rating not less than A+ VIII.

         Section 7.06.  Mutual Waiver of Claims and Subrogation  Rights.  Lessor
and Lessee hereby release and relieve the other, and waive their entire claim of
recovery for loss or damage  covered by the  insurance  policies  required to be
carried by Lessor and Lessee  pursuant to this  Article  VII when such  property
constitutes  the Premises,  or is in, on or about the  Premises,  whether or not
such loss or  damage is due to the  negligence  of  Lessor or  Lessee,  or their
respective  agents,  employees,  guests,  licensees,  invitees,  or contractors.
Lessee and Lessor waive all rights of  subrogation  against each other on behalf
of, and shall obtain a waiver of all  subrogation  rights from, all property and
casualty insurers referenced in this Article VII.

         Section 7.07.  Indemnification and Exculpation.

         (a) Except as  otherwise  provided in Section  7.07.(b),  Lessee  shall
indemnify and hold Lessor free and harmless from any and all liability,  claims,
loss, damages,  causes of action (whether in tort or contract, law or equity, or
otherwise),  expenses, charges,  assessments,  fines, and penalties of any kind,
including without limitation,  reasonable attorney fees, expert witness fees and
costs,  arising by reason of the death or injury of any  person,  including  any
person who is an employee, agent, invitee, licensee,  permittee,  visitor, guest
or  contractor  of  Lessee,  or by reason of  damage  to or  destruction  of any
property,  including  property owned by Lessee or any person who is an employee,
agent, invitee, permitee,  visitor, or contractor of Lessee, caused or allegedly
caused (1) while that  person or property  is in or about the  Premises;  (2) by
some  condition  of the  Premises;  (3) by some act or omission by Lessee or its
agent, employee,  licensee,  invitee, guest, visitor or contractor or any person
in,  adjacent,  on,  or about  the  Premises  with the  permission,  consent  or
sufferance of Lessee;  (4) by any matter connected to or arising out of Lessee's
occupation  and  use of the  Premises,  or  any  breach  or  default  in  timely
observance or  performance  of any obligation on Lessee's part to be observed or
performed under this Lease.

         (b)  Notwithstanding  the provisions of Section 7.07.(a) of this Lease,
Lessee's  duty to  indemnify  and hold  Lessor  harmless  shall not apply to any
liability, claims, loss or damages arising because of Lessor's active negligence
or willful acts of misconduct.

         (c)  Lessee  hereby  waives all claims  against  Lessor for  damages to
goods, wares and merchandise and all other personal property in, on or about the
Premises  and for injury or death to persons in, on or about the  Premises  from
any cause  arising at any time to the  fullest  extent  permitted  by law. In no
event shall Lessor be liable (i) for lost profits or other consequential damages
arising  from any cause or (ii) for any  damage  which is or could be covered by
the insurance Lessee is required to carry under this Lease.

         Section  7.08.  Lessor  as Party  Defendant.  If by reason of an act or
omission  of  Lessee  or any  of  its  employees,  agents,  invitees,  licensee,
visitors,  guests  or  contractors,  Lessor  is  made


                                      -22-
<PAGE>

a party defendant or a  cross-defendant  to any action involving the Premises or
this Lease,  Lessee shall hold harmless and indemnify  Lessor from all liability
or claims of liability, including all damages, attorney fees and costs of suit.

                                  ARTICLE VIII
                              DAMAGE OR DESTRUCTION

         Section 8.01.  Destruction of the Premises.

         (a) In the event of a partial  destruction  of the Premises  during the
Lease  Term from any  cause,  Lessor,  upon  receipt  of,  and to the extent of,
insurance proceeds paid in connection with such casualty, shall forthwith repair
the same, provided the repairs can be made within a reasonable time under state,
federal, county and municipal applicable law, but such partial destruction shall
in no way annul or void this  Lease,  (except as  provided  in Section  8.01.(b)
below) provided that Lessee shall be entitled to a proportionate credit for rent
equal to the payment of rental  income  insurance  received by Lessor;  provided
that if Lessor failed to carry such insurance as required by Article VII hereof,
Lessee shall  nonetheless be entitled to an abatement of rent to the same extent
as if Lessor had carried such  insurance.  Lessor shall use  diligence in making
such repairs within a reasonable  time period,  acts of God,  strikes and delays
beyond  Lessor's  control  excepted,  in which instance the time period shall be
extended accordingly, and this Lease shall remain in full force and effect, with
the rent to be  proportionately  reduced as  provided  in this  Section.  If the
Premises  are damaged by any peril  within  twelve (12) months prior to the last
day of the Lease Term (taking into account any  previously  exercised  Option to
Extend) and, in the reasonable opinion of the Lessor's architect or construction
consultant,  the restoration of the Premises cannot be  substantially  completed
within  ninety (90) days after the date of such  damage and such damage  renders
unusable more than thirty  percent  (30%) of the Premises,  Lessor may terminate
this Lease on sixty (60) days written notice to Lessee.

         (b) If the  Building is damaged or destroyed by any cause to the extent
of more than fifty  percent  (50%) of its total  Rentable  Area during the Lease
Term,  Lessor  shall notify  Lessee  within sixty (60) days after such damage or
destruction  whether it will repair the same within nine months (9)  (subject to
Force Majeure  Delays) from the date of such notice and if Lessor states that it
will not repair  within said nine months (9) (subject to Force  Majeure  Delays)
this Lease shall terminate ten (10) business days after Lessor gives its notice.
In the event of termination,  Lessee shall pay to Lessor all insurance proceeds,
if any,  received by Lessee as a result of the damage or  destruction  except to
the extent allocable to the unamortized (over the Lease Term) cost of (i) Tenant
Improvements paid for by Lessee over and above the Tenant Improvement  Allowance
and (ii) other Alterations installed therein at Lessee's sole cost and expense.

         Section 8.02.  Waiver of Civil Code Remedies.  Lessee hereby  expressly
waives any rights to  terminate  this Lease upon  damage or  destruction  to the
Premises,  including without limitation any rights pursuant to the provisions of
Section  1932,  Subdivisions  1 and 2 and


                                      -23-
<PAGE>

Section  1933,  Subdivision  4, of the  California  Civil Code,  as amended from
time-to-time, and the provisions of any similar law hereinafter enacted.

         Section  8.03.  No Abatement of Rentals.  The Rentals and other charges
due under this  Lease  shall not be reduced or abated by reason of any damage or
destruction to the Premises (except to the extent of proceeds received by Lessor
from the Rental Loss  Insurance;  provided  that if Lessor  failed to carry such
insurance  as  required  by Article  VII hereof,  Lessee  shall  nonetheless  be
entitled  to an  abatement  of rent to the same  extent as if Lessor had carried
such  insurance),  and Lessor shall be entitled to all proceeds of the insurance
maintained  pursuant  to Section  7.01.  above  during the period of  rebuilding
pursuant to Section  8.01.(a) above,  or if the Lease is terminated  pursuant to
Section  8.01.(a) above.  Lessee shall have no claim against Lessor,  including,
without  limitation,  for  compensation  for  inconvenience or loss of business,
profits or goodwill during any period of repair or reconstruction.

         Section 8.04. Liability for Personal Property. In no event shall Lessor
have any  liability  for,  nor shall it be required  to repair or  restore,  any
injury or damage to Lessee's personal property or to any other personal property
or to Alterations in or upon the Premises by Lessee.

         Section 8.05. Lessee's Right to Terminate.  If the Premises are damaged
by any  peril  and  Lessor  does not  elect to  terminate  this  Lease or is not
entitled  to  terminate  this Lease  pursuant to this  Article,  then as soon as
reasonably practicable,  Lessor shall furnish Lessee with the written opinion of
Lessor's  architect or construction  consultant as to when the restoration  work
required of Lessor may be  complete.  Lessee  shall have the option to terminate
this  Lease in the  event  any of the  following  occurs,  which  option  may be
exercised  only by  delivery  to  Lessor  of a written  notice  of  election  to
terminate  within seven days after Lessee  receives  from Lessor the estimate of
the time  needed to  complete  such  restoration  (i) if the time  estimated  to
substantially complete the restoration or the actual restoration exceeds fifteen
(15) months from and after the date the architect's or construction consultant's
written opinion is delivered or (ii) if the damage occurred within twelve months
prior to the last day of the Lease Term and the time estimated to  substantially
complete the  restoration  exceeds one hundred  eighty (180) days from and after
the date such restoration is commenced.

                                   ARTICLE IX
                               REAL PROPERTY TAXES

         Section 9.01. Payment of Taxes.  Lessee shall pay Lessee's Share of all
real property taxes,  including any escaped or supplemental  tax and any form of
real estate tax or assessment, general, special, ordinary or extraordinary,  and
any license, fee, charge, excise or imposition ("real property taxes"), imposed,
assessed  or levied on or with  respect to the  Project by any  Federal,  State,
County,  City or other  political  subdivision  or public  authority  having the
direct or indirect power to tax, including,  without limitation, any improvement
district or any community facilities district, as against any legal or equitable
interest of Lessor in the  Project or against  the  Project or any part  thereof
applicable to the Project for a period of time included within the Lease Term as
well as any government or private cost sharing  agreement  assessments  made for
the purpose of  augmenting  or improving  the quality of services and  amenities
normally  provided by


                                      -24-
<PAGE>

government  agencies.  All such  payments  shall be made at least  ten (10) days
prior to the  delinquency  date for such payment or ten (10) days after Lessee's
receipt of the tax bill,  whichever  is later.  Notwithstanding  the  foregoing,
Lessee shall not be required to pay any net income taxes,  franchise  taxes,  or
any succession or inheritance  taxes of Lessor.  If any anytime during the Lease
Term,  the  State of  California  or any  political  subdivision  of the  state,
including any county, city, city and county,  public corporation,  district,  or
any other  political  entity  or public  corporation  of this  state,  levies or
assesses against Lessor a tax, fee, charge or imposition,  excise on rents under
the Lease,  the square  footage of the  Project,  the act of entering  into this
Lease,  or the  occupancy of Lessee,  or levies or assesses  against  Lessor any
other tax, fee, or excise, however described,  including,  without limitation, a
so-called value added,  business license,  transit,  commuter,  environmental or
energy  tax fee,  charge or excise or  imposition  related  to the  Project as a
direct  substitution  in whole  or in part  for,  or in  addition  to,  any real
property  taxes on the  Project,  the same shall be  included  in real  property
taxes.  Real property taxes payable by Lessee  hereunder  shall not include real
property taxes applicable to other  office/research and development buildings or
the legal parcels on which such buildings are located,  but Lessee shall pay one
hundred  percent  (100%) of real  property  taxes  applicable  to the  Property.
Notwithstanding  anything to the contrary contained in this Lease,  Lessee shall
have no obligation to pay for any improvement  district for  construction of the
presently approved Project or any community  facilities district except for such
a district  established  for  purposes of  constructing  the  Seaport  Boulevard
improvements  and other  improvements as required in the  Development  Agreement
("Community  Facility  District  Bond").  The  maximum  amount of the  Community
Facility  District  Bond shall be  $12,000,000;  which amount shall be amortized
over not less than fifteen (15) years.  Lessee shall pay only Lessee's  Share of
the yearly  amortizing  amount.  Lessee shall have no  obligation to pay for the
initial  construction  of any other off-site  improvements,  improvements in the
Common  Areas  or  infrastructure  at the  Project  contemplated  as part of the
initial  development of the Project,  regardless of whether  characterized as an
assessment, tax, bond or operating expense.

         Section 9.02. Pro Ration for Partial  Years.  If any such taxes paid by
Lessee  shall  cover  any  period  prior to the  Commencement  Date or after the
Expiration  Date of the  Lease  Term,  Lessee's  share  of such  taxes  shall be
equitably  prorated  to cover only the period of time within the tax fiscal year
during which this Lease shall be in effect, and Lessor shall reimburse Lessee to
any extent  required.  If Lessee shall fail to pay any such taxes,  Lessor shall
have the right to pay the same in which case  Lessee  shall repay such amount to
Lessor within ten (10) days after written demand,  together with interest at the
Agreed Rate.

         Section 9.03.  Personal Property Taxes.

         (a) Lessee shall pay prior to delinquency  all taxes imposed,  assessed
against and levied upon trade  fixtures,  furnishings,  equipment  and all other
personal  property  of Lessee  contained  in the  Premises  or  elsewhere.  When
possible, Lessee shall cause said trade fixtures, furnishings, equipment and all
other  personal  property to be  assessed  and billed  separately  from the real
property of Lessor.



                                      -25-
<PAGE>

         (b) If any of Lessee's  said personal  property  shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee
within ten (10) days  after  receipt of a written  statement  setting  forth the
taxes applicable to Lessee's property.

         (c) If Lessee  shall fail to pay any such taxes,  Lessor shall have the
right to pay the same,  in which case  Lessee  shall repay such amount to Lessor
with Lessee's next rent installment together with interest at the Agreed Rate.

                                    ARTICLE X
                                    UTILITIES

         Section 10.01. Lessee to Pay. Lessee shall pay prior to delinquency and
throughout the Lease Term, all charges for water, gas, heating,  cooling, sewer,
telephone,  electricity,  garbage, air conditioning and ventilation,  janitorial
service,  landscaping  and all other  materials  and  utilities  supplied to the
Premises.  The disruption,  failure,  lack or shortage of any service or utility
due to any cause whatsoever shall not affect any obligation of Lessee hereunder,
and Lessor  shall  faithfully  keep and  observe all the terms,  conditions  and
covenants of this Lease and pay all rent due hereunder,  all without diminution,
credit or deduction.

                                   ARTICLE XI
                            ASSIGNMENT AND SUBLETTING

         Section 11.01. Lessor's Consent Required. Except as provided in Section
11.02,  Lessee shall not  voluntarily  or by operation of law assign,  transfer,
mortgage,  sublet,  license or otherwise transfer or encumber all or any part of
Lessee's interest in this Lease or in the Premises or any part thereof,  without
Lessor's prior written consent which Lessor shall not  unreasonably  withhold or
delay. Lessor shall respond in writing to Lessee's request for consent hereunder
in  a  timely  manner  and  any  attempted   assignment,   transfer,   mortgage,
encumbrance,  subletting or licensing  without such consent  shall be void,  and
shall constitute a breach of this Lease. By way of example,  but not limitation,
reasonable  grounds  for denying  consent  include:  (i) poor credit  history or
insufficient financial strength of transferee, (ii) transferee's intended use of
the Premises is  inconsistent  with the  permitted  use or will  materially  and
adversely  affect Lessor's  interest.  Lessee shall reimburse Lessor upon demand
for Lessor's reasonable costs and expenses (including attorneys' fees, architect
fees and engineering  fees) involved in renewing any request for consent whether
or not consent is granted.

         Section  11.02.  Lessee  Affiliates.  Lessee  may  assign or sublet the
Premises,  or  any  portion  thereof,  to any  corporation  which  controls,  is
controlled  by, or is under common  control with Lessee,  or to any  corporation
resulting  from the merger or  consolidation  with  Lessee,  or to any person or
entity which  acquires  all, or  substantially  all of the assets of Lessee as a
going concern of the business that is being conducted on the Premises,  provided
that said assignee or sublessee  assumes,  in full,  the  obligations  of Lessee
under this Lease and provided further that the use to which the Premises will be
put does not  materially  change.  Any such  assignment  shall not,  in any way,
affect or limit the liability of Lessee under the terms of this Lease.



                                      -26-
<PAGE>

         Section 11.03. No Release of Lessee. Regardless of Lessor's consent, no
subletting or assignment  shall release  Lessee of Lessee's  obligation or alter
the  primary  liability  of  Lessee  to pay the rent and to  perform  all  other
obligations  to be  performed by Lessee  hereunder.  The  acceptance  of rent by
Lessor  from any other  person  shall not be deemed  consent  to any  subsequent
assignment or  subletting.  In the event of default by any assignee of Lessee or
any successor of Lessee,  in the performance of any of the terms hereof,  Lessor
may proceed directly against Lessee without the necessity of exhausting remedies
against said assignee.

         Section  11.04.  Excess Rent.  In the event  Lessor shall  consent to a
sublease  or an  assignment,  Lessee  shall  pay to  Lessor  with its  regularly
scheduled  Base  Rent  payments,  fifty  percent  (50%) of all sums and the fair
market  value of all  consideration  collected  or  received  by  Lessee  from a
sublessee or assignee which are in excess of the Base Rent and  Additional  Rent
due and payable with respect to the subject space pursuant to Article IV for the
time  period  encompassed  by the  sublease  or  assignment  term,  after  first
deducting (i) reasonable leasing commissions paid by Lessee with respect to such
sublease or assignment, and (ii) that portion of the cost of Tenant Improvements
paid by Lessee (up to $27.50 per square foot) which remains  unamortized  (using
an  amortization  schedule of the first 36 months of the Lease Term)  during any
portion of the sublease or assignment term.

         Section 11.05. No Impairment of Security.  Lessee's  written request to
Lessor for  consent to an  assignment  or  subletting  or other form of transfer
shall be  accompanied  by (a) the name and  legal  composition  of the  proposed
transferee;  (b) the nature of the proposed  transferee's business to be carried
on in the  Premises;  (c) the  terms and  provisions  of the  proposed  transfer
agreement; and (d) such financial and other reasonable information as Lessor may
request concerning the proposed transferee.

         Section 11.06.  Lessor's Recapture Rights.

         (a) Lessor's Recapture Rights.  Notwithstanding  any other provision of
this  Article  11, in the event that  Lessee  proposes  to sublease or assign or
otherwise  transfer  any  interest  in this  Lease or the  Premises  or any part
thereof affecting (collectively with all other such subleases,  assignments,  or
transfers then in effect) more than sixty percent (60%) of the square footage of
the Rentable Area of the Building  ("Recapture Space") for more than half of the
then  remaining  Lease Term,  then Lessor shall have the option to recapture the
Recapture  Space by written notice to Lessee  ("Recapture  Notice") given within
ten (10)  business  days  after  Lessor  receives  any  notice of such  proposed
assignment or sublease or other transfer ("Transfer Notice"). A timely Recapture
Notice  terminates this Lease for the Recapture Space,  effective as of the date
specified in the Transfer Notice.  If Lessor declines or fails timely to deliver
a Recapture Notice,  Lessor shall have no further right under this Section 11.06
to the  Recapture  Space  unless it becomes  available  again after  transfer by
Lessee.



                                      -27-
<PAGE>

         (b)  Consequences  of  Recapture.  To determine the new Base Rent under
this Lease if Lessor  recaptures the Recapture Space, the then current Base Rent
(immediately before Lessor's recapture) under the Lease shall be multiplied by a
fraction, numerator of which is the square feet of the Rentable Area retained by
Lessee after Lessor's recapture and the denominator of which is the total square
feet of the Rentable Area before Lessor's recapture. The Additional Rent, to the
extent  that it is  calculated  on the  basis  of the  square  feet  within  the
Building,  shall be reduced to reflect Lessee's proportionate share based on the
square feet of the Building  retained by Lessee after Lessor's  recapture.  This
Lease as so amended shall continue  thereafter in full force and effect.  Either
party  may  require  written  confirmation  of  the  amendments  to  this  Lease
necessitated by Lessor's  recapture of the Recapture Space. If Lessor recaptures
the Recapture Space, Lessor shall, at Lessor's sole expense,  construct,  paint,
and furnish any  partitions  required to segregate the Recapture  Space from the
remaining Premises retained by Lessee.

                                   ARTICLE XII
                               DEFAULTS; REMEDIES

         Section  12.01.  Defaults.  The  occurrence  of any  one or more of the
following events shall constitute a material default and breach of this Lease by
Lessee:

         (a) The  abandonment  of the  Premises by Lessee or the  commission  of
waste at the Premises or the making of an  assignment or subletting in violation
of Article XI, provided however, abandonment shall be considered to not occur if
the Premises are maintained and occupied to the extent necessary to maintain the
insurance on each and every portion of the Premises;

         (b) The  failure  by  Lessee to make any  payment  of rent or any other
payment  required  to be made by  Lessee  hereunder,  as and when  due,  if such
failure  continues for a period of five (5) business  days after written  notice
thereof  from Lessor to Lessee.  In the event that Lessor  serves  Lessee with a
Notice to Pay Rent or Quit in the form required by applicable  Unlawful Detainer
statutes such Notice shall  constitute  the notice  required by this  paragraph,
provided  that the cure period  stated in the Notice  shall be five (5) business
days rather than the statutory three (3) days;

         (c)  Lessee's  failure to provide (i) any  instrument  or  assurance as
required by Section  7.05 or (ii)  estoppel  certificate  as required by Section
15.01 or (iii) any  document  subordinating  this  Lease to a  Lender's  deed of
trust,  if any such failure  continues  for five (5) business days after written
notice  of the  failure.  In the event  Lessor  serves  Lessee  with a Notice to
Perform  Covenant or Quit in the form required by applicable  Unlawful  Detainer
Statutes,  such Notice shall  constitute the notice  required by this paragraph,
provided that the cure period stated in the Notice shall be five (5) days rather
than the statutory three (3) days;

         (d) The failure by Lessee to observe or perform  any of the  covenants,
conditions  or  provisions  of this Lease to be observed or performed by Lessee,
other  than  described  in  paragraph  (a) (b) or (c)  above,  if  such  failure
continues for a period of ten (10) days after written notice thereof from Lessor
to Lessee;  provided,  however,  that if the nature of Lessee's  default is


                                      -28-
<PAGE>

such that more than ten (10) days are  reasonably  required  for its cure,  then
Lessee shall not be deemed to be in default if Lessee commences such cure within
said ten (10) day  period  and  thereafter  diligently  prosecutes  such cure to
completion;

         (e) (i) The making by Lessee of any general  arrangement  or assignment
for the benefit of creditors;  (ii) the filing by Lessee of a voluntary petition
in bankruptcy  under Title 11 U.S.C.  or the filing of an  involuntary  petition
against Lessee which remains  uncontested for a period of sixty days;  (iii) the
appointment of a trustee or receiver to take possession of substantially  all of
Lessee's  assets located at the Premises or of Lessee's  interest in this Lease;
or (iv) the attachment, execution or other judicial seizure of substantially all
of Lessee's  assets  located at the  Premises  or of  Lessee's  interest in this
Lease,  provided,  however,  in the event that any  provisions  of this  Section
12.01(e) is contrary to any applicable  law, such provision shall be of no force
or effect;

         (f) The  discovery  by Lessor  that any  financial  statement  given to
Lessor by Lessee,  or any  guarantor  of  Lessee's  obligations  hereunder,  was
materially false.

         (g) The occurrence of a material default and breach by Lessee under any
other Lease between  Lessee and Lessor (or any affiliate of Lessor) for Premises
in Pacific Shores Center.

         Section 12.02.  Remedies. In the event of any such material default and
breach by Lessee, Lessor may at any time thereafter, and without limiting Lessor
in the  exercise of any right or remedy  which Lessor may have by reason of such
default and breach:

         (a)  Terminate  Lessee's  right to  possession  of the  Premises by any
lawful  means  including  by way of unlawful  detainer  (and without any further
notice if a notice in  compliance  with the  unlawful  detainer  statutes and in
compliance  with  paragraphs (b), (c) and (d) of Section 12.01 above has already
been  given),  in which  case  this  Lease  shall  terminate  and  Lessee  shall
immediately surrender possession of the Premises to Lessor. In such event Lessor
shall be  entitled  to recover  from  Lessee all  damages  incurred by Lessor by
reason of  Lessee's  default  including,  but not  limited  to,  (i) the cost of
recovering  possession  of the Premises  including  reasonable  attorney's  fees
related thereto; (ii) the worth at the time of the award of any unpaid rent that
had been  earned at the time of the  termination,  to be  computed  by  allowing
interest at the Agreed Rate but in no case  greater  than the maximum  amount of
interest  permitted by law, (iii) the worth at the time at the time of the award
of the amount by which the unpaid rent that would have been  earned  between the
time of the  termination  and the time of the award exceeds the amount of unpaid
rent that Lessee proves could  reasonably  have been avoided,  to be computed by
allowing  interest  at the Agreed Rate but in no case  greater  than the maximum
amount of interest  permitted by law, (iv) the worth at the time of the award of
the amount by which the unpaid  rent for the balance of the Lease Term after the
time of the award  exceeds the amount of unpaid rent that  Lessee  proves  could
reasonably have been avoided,  to be computed by discounting  that amount at the
discount  rate of the Federal  Reserve Bank of San  Francisco at the time of the
award plus one per cent  (1%),  (v) any other  amount  necessary  to  compensate
Lessor for all the detriment  proximately  caused by Lessee's failure to perform
obligations under this Lease,  including  brokerage  commissions and advertising
expenses,  expenses of remodeling


                                      -29-
<PAGE>

the Premises for a new tenant (whether for the same or a different use), and any
special  concessions made to obtain a new tenant, and (vi) any other amounts, in
addition  to or in  lieu  of  those  listed  above,  that  may be  permitted  by
applicable law.

         (b) Maintain  Lessee's  right to  possession  as provided in Civil Code
Section  1951.4 in which case this Lease shall continue in effect whether or not
Lessee shall have abandoned the Premises. In such event Lessor shall be entitled
to enforce all of Lessor's  rights and remedies under this Lease,  including the
right to recover the rent as it becomes due hereunder.

         (c) Pursue any other remedy now or hereafter  available to Lessor under
the laws or judicial  decisions of the state of  California.  Unpaid  amounts of
rent and other  unpaid  monetary  obligations  of Lessee under the terms of this
Lease shall bear interest from the date due at the Agreed Rate.

         Section 12.03. Default by Lessor.  Lessor shall not be in default under
this Lease unless Lessor fails to perform obligations  required of Lessor within
a  reasonable  time,  but in no event later than thirty (30) days after  written
notice by Lessee to Lessor  and to the holder of any first  mortgage  or deed of
trust covering the Premises whose name and address shall have  theretofore  been
furnished  to Lessee in  writing,  specifying  that Lessor has failed to perform
such obligation; provided, however, that if the nature of Lessor's obligation is
such that more than thirty (30) days are  required for  performance  then Lessor
shall not be in default if Lessor commences  performance  within such thirty day
period and thereafter diligently prosecutes the same to completion. In the event
Lessor does not commence  performance within the thirty (30) day period provided
herein,  Lessee may  perform  such  obligation  and will be  reimbursed  for its
expenses by Lessor  together  with interest  thereon at the Agreed Rate.  Lessee
waives any right to  terminate  this Lease or to vacate the Premises on Lessor's
default under this Lease.  Lessee's sole remedy on Lessor's default is an action
for damages or injunctive or declaratory relief.  Notwithstanding the foregoing,
nothing  herein  shall be deemed  applicable  in the event of Lessor's  delay in
delivery of the Premises.  In that  situation,  all rights and remedies shall be
determined under Section 3.01 above.

         Section  12.04.  Late  Charges.  Lessee hereby  acknowledges  that late
payment  by Lessee to Lessor of rent and other  sums due  hereunder  will  cause
Lessor to incur costs not  contemplated by this Lease, the exact amount of which
will be  extremely  difficult  to  ascertain.  Such costs  include,  but are not
limited to,  processing  and accounting  charges,  and late charges which may be
imposed  on Lessor by the  terms of any  mortgage  or trust  deed  covering  the
Premises.  Accordingly,  if any  installment  of rent or any  other sum due from
Lessee shall not be received by Lessor or Lessor's  designated agent within five
(5) days after such amount is due and owing,  Lessee  shall pay to Lessor a late
charge equal to ten percent  (10%) of such overdue  amount.  The parties  hereby
agree that such late charge  represents  a fair and  reasonable  estimate of the
costs Lessor will incur by reason of late payment by Lessee.  Acceptance of such
late charge by Lessor shall in no event  constitute a waiver of Lessee's default
with respect to such overdue  amount,  nor prevent Lessor from exercising any of
the other rights and remedies granted hereunder. In the event that a late charge
is  payable  hereunder,  whether  or not  collected,  for three (3)  consecutive
installments  of rent,  then rent shall  automatically  become  due and  payable
quarterly in advance,


                                      -30-
<PAGE>

rather than monthly, notwithstanding Section 4.01 or any other provision of this
Lease to the contrary.

                                  ARTICLE XIII
                            CONDEMNATION OF PREMISES.

         Section 13.01. Total Condemnation.  If the entire Premises,  whether by
exercise  of  governmental  power  or the  sale or  transfer  by  Lessor  to any
condemnor under threat of condemnation or while proceedings for condemnation are
pending,  at any time during the Lease Term, shall be taken by condemnation such
that there does not remain a portion  suitable for occupation,  this Lease shall
then  terminate as of the date  transfer of  possession  is required.  Upon such
condemnation,  all rent shall be paid up to the date  transfer of  possession is
required,  and Lessee  shall have no claim  against  Lessor or the award for the
value of the unexpired portion of this Lease Term.

         Section 13.02. Partial Condemnation.  If any portion of the Premises is
taken by condemnation during the Lease Term, whether by exercise of governmental
power or the sale for  transfer  by  Lessor  to an  condemnor  under  threat  of
condemnation or while proceedings for condemnation are pending, this Lease shall
remain in full force and effect except that in the event a partial taking leaves
the Premises unfit for the conduct of the business of Lessee,  then Lessee shall
have the right to  terminate  this Lease  effective  upon the date  transfer  of
possession is required.  Moreover, Lessor shall have the right to terminate this
Lease  effective  on the date  transfer of  possession  is required if more than
thirty-three  percent (33%) of the total square footage of the Premises is taken
by condemnation. Lessee and Lessor may elect to exercise their respective rights
to terminate  this Lease  pursuant to this Section by serving  written notice to
the other within thirty (30) days after receipt of notice of  condemnation.  All
rent shall be paid up to the date of termination, and Lessee shall have no claim
against Lessor for the value of any unexpired portion of the Lease Term. If this
Lease shall not be canceled,  the rent after such  partial  taking shall be that
percentage of the adjusted base rent specified  herein,  equal to the percentage
which the square footage of the untaken part of the Premises,  immediately after
the  taking,  bears to the square  footage of the  entire  Premises  immediately
before  the  taking.  If  Lessee's   continued  use  of  the  Premises  requires
alterations and repair by reason of a partial taking,  all such  alterations and
repair shall be made by Lessee at Lessee's expense.  Lessee waives all rights it
may have under California Code of Civil Procedure Section 1265.130 or otherwise,
to terminate this Lease based on partial condemnation.

         Section  13.03.  Award to  Lessee.  In the  event of any  condemnation,
whether total or partial,  Lessee shall have the right to claim and recover from
the  condemning  authority  such  compensation  as may be separately  awarded or
recoverable  by Lessee for loss of its  business  fixtures,  moving  expenses or
equipment belonging to Lessee immediately prior to the condemnation. The balance
of any condemnation award shall belong to Lessor (including, without limitation,
any amount  attributable  to any excess of the market  value of the Premises for
the  remainder of the Lease Term over the then present value of the rent payable
for the  remainder of the Lease Term) and Lessee shall have no further  right to
recover from Lessor or the  condemning  authority for any claims  arising out of
such taking.

                                      -31-
<PAGE>

                                   ARTICLE XIV
                                 ENTRY BY LESSOR

         Section 14.01.  Entry by Lessor  Permitted.  Lessee shall permit Lessor
and its  employees,  agents and  contractors to enter the Premises and all parts
thereof  (i) upon  twenty-four  (24)  hours  notice  (or  without  notice  in an
emergency),  including without limitation, the Building and all parts thereof at
all reasonable times for any of the following purposes: to inspect the Premises;
to maintain the Premises (in  accordance  with the terms of this Lease;  to make
such  repairs  to the  Premises  as  Lessor  is  obligated  or may elect to make
pursuant to the terms of this Lease;  to make repairs,  alterations or additions
to any other portion of the Project and (ii) upon  twenty-four (24) hours notice
to show the  Premises  and post "To Lease"  signs for the  purposes of reletting
during the last twelve (12) months of the Lease Term  (provided  that Lessee has
failed to  exercise  its option to extend)  or  extended  Lease Term to show the
Premises  as part  of a  prospective  sale  by  Lessor  or to  post  notices  of
nonresponsibility.  Lessor shall have such right of entry  without any rebate of
rent to Lessee for any loss of  occupancy  or quiet  enjoyment  of the  Premises
hereby occasioned.

                                   ARTICLE XV
                              ESTOPPEL CERTIFICATE

         Section 15.01.  Estoppel Certificate.

         (a)  Lessee  shall at any time upon not less than  fifteen  (15)  days'
prior written notice from Lessor  execute,  acknowledge  and deliver to Lessor a
statement in writing (i) certifying,  if true, that this Lease is unmodified and
in  full  force  and  effect  (or,  if  modified,  stating  the  nature  of such
modification  and certifying,  if true,  that this Lease, as so modified,  is in
full force and effect) and the date to which the rent and other charges are paid
in advance,  if any,  and (ii)  acknowledging,  if true,  that there are not, to
Lessee's  knowledge,  any uncured defaults on the part of Lessor  hereunder,  or
specifying   such   defaults  if  any  are  claimed  and  (iii)   certifying  or
acknowledging  such other matters as are requested by any prospective  lender or
buyer which are  reasonably  related to the loan or sale  transaction.  Any such
statement  may be  conclusively  relied  upon by any  prospective  purchaser  or
encumbrancer of the Premises.

         (b) Lessee's  failure to deliver such statement  within such time shall
be  conclusive  upon  Lessee (i) that this  Lease is in full  force and  effect,
without modification except as may be represented by Lessor, (ii) that there are
no uncured  defaults in Lessor's  performance,  and (iii) that not more than one
month's rent has been paid in advance.

                                   ARTICLE XVI
                               LESSOR'S LIABILITY

         Section 16.01.  Limitations on Lessor's Liability. The term "Lessor" as
used  herein  shall mean only the owner or owners at the time in question of the
fee  title of the  Premises.  In the  event  of any  transfer  of such  title or
interest,  Lessor herein named (and in case of any



                                      -32-
<PAGE>

subsequent transfers then the grantor) shall be relieved from and after the date
of such transfer of all liability as respects Lessor's obligations thereafter to
be  performed,  except  as to any claim  Lessee  may have as to any funds in the
hands of  Lessor or the then  grantor  at the time of such  transfer,  including
without limitation, the Security Deposit, in which Lessee has an interest, which
are not delivered to the grantee. The obligations  contained in this Lease to be
performed  by Lessor  shall,  subject  as  aforesaid,  be  binding  on  Lessor's
successors and assigns,  only during their respective periods of ownership.  For
any breach of this Lease by  Lessor,  the  liability  of Lessor  (including  all
persons and entities that  comprise  Lessor,  and any successor  Lessor) and any
recourse by Lessee  against  Lessor  shall be limited to the interest of Lessor,
and Lessor's successors in interest, in and to the Premises. On behalf of itself
and all persons claiming by, through,  or under Lessee,  Lessee expressly waives
and  releases  Lessor and each  member,  agent and  employee  of Lessor from any
personal liability for breach of this Lease.

                                  ARTICLE XVII
                               GENERAL PROVISIONS

         Section  17.01.  Severability.  The invalidity of any provision of this
Lease as determined by a court of competent jurisdiction, shall in no way affect
the validity of any other provision hereof.

         Section 17.02. Agreed Rate Interest on Past-Due Obligations.  Except as
expressly  herein  provided,  any amount  due to either  party not paid when due
shall bear  interest  at the Bank of America  prime rate plus one  percent  (1%)
("Agreed  Rate").  Payment of such interest shall not excuse or cure any default
by Lessee under this Lease. Despite any other provision of this Lease, the total
liability for interest  payments shall not exceed the limits, if any, imposed by
the usury laws of the State of California.  Any interest paid in excess of those
limits  shall be  refunded to the payor by  application  of the amount of excess
interest paid against any sums outstanding in any order that payee requires.  If
the amount of excess  interest  paid exceeds the sums  outstanding,  the portion
exceeding  those sums shall be  refunded  in cash to the payor by the payee.  To
ascertain  whether  any  interest  payable  exceeds  the  limits  imposed,   any
nonprincipal  payment (including late charges) shall be considered to the extent
permitted  by law to be an expense or a fee,  premium,  or penalty  rather  than
interest.

         Section  17.03.  Time  of  Essence.  Time  is of  the  essence  in  the
performance of all obligations under this Lease.

         Section 17.04.  Additional Rent. Any monetary  obligations of Lessee to
Lessor under the terms of this Lease shall be deemed to be  Additional  Rent and
Lessor shall have all the rights and remedies for the  nonpayment  of same as it
would have for nonpayment of Base Rent,  except that the one year requirement of
Code  of  Civil  Procedure   Section  1161(2)  shall  apply  only  to  scheduled
installments  of Base Rent and not to any  Additional  Rent.  All  references to
"rent" (except specific references to either Base Rent or Additional Rent) shall
mean Base Rent and Additional Rent.

                                      -33-
<PAGE>

         Section  17.05.  Incorporation  of  Prior  Agreements,  Amendments  and
Exhibits.  This Lease (including Exhibits A, B, C, D, E, F, G, H, I, J, K, L and
M) contains all  agreements of the parties with respect to any matter  mentioned
herein. No prior agreement or understanding  pertaining to any such matter shall
be effective.  This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification.  Except as otherwise stated in this
Lease,  Lessee hereby  acknowledges that neither the Lessor nor any employees or
agents of the Lessor has made any oral or written  warranties or representations
to Lessee relative to the condition or use by Lessee of said Premises and Lessee
acknowledges that Lessee assumes all  responsibility  regarding the Occupational
Safety  Health  Act,  the legal use and  adaptability  of the  Premises  and the
compliance thereof with all applicable laws and regulations in effect during the
Lease Term except as otherwise  specifically stated in this Lease. Neither party
has been  induced to enter into this Lease by, and neither  party is relying on,
any representation or warranty outside those expressly set forth in this Lease.

         Section 17.06.  Notices.

         (a)  Written  Notice.  Any notice  required  or  permitted  to be given
hereunder  shall be in  writing  and  shall be  given by a method  described  in
paragraph  (b)  below  and  shall be  addressed  to  Lessee  or to Lessor at the
addresses noted below, next to the signature of the respective  parties,  as the
case may be. Either party may by notice to the other specify a different address
for notice purposes.  A copy of all notices required or permitted to be given to
Lessor  hereunder shall be concurrently  transmitted to such party or parties at
such addresses as Lessor may from time to time hereafter  designate by notice to
Lessee,  but delay or failure of delivery  to such  person  shall not affect the
validity of the delivery to Lessor or Lessee.

         (b)      Methods of Delivery:

                  (i) When  personally  delivered  to the  recipient,  notice is
effective on delivery.  Delivery to the person apparently  designated to receive
deliveries  at the  subject  address  is  personally  delivered  if made  during
business hours (e.g. receptionist).

                  (ii)  When  mailed  by  certified  mail  with  return  receipt
requested,  notice is  effective on receipt if delivery is confirmed by a return
receipt.

                  (iii)   When   delivery   by   overnight    delivery   Federal
Express/Airborne/United   Parcel  Service/DHL  WorldWide  Express  with  charges
prepaid or charged to the sender's  account,  notice is effective on delivery if
delivery is confirmed by the delivery service.

         (c)  Refused,   Unclaimed  or  Undeliverable   Notices.  Any  correctly
addressed notice that is refused,  unclaimed, or undeliverable because of an act
or omission of the party to be notified  shall be  considered to be effective as
of the  first  date  that the  notice  was  refused,


                                      -34-
<PAGE>

unclaimed, or considered undeliverable by the postal authorities,  messenger, or
overnight delivery service.

         Section  17.07.  Waivers.  No waiver of any  provision  hereof shall be
deemed a waiver of any other provision hereof or of any subsequent breach of the
same or any other provisions.  Any consent to, or approval of, any act shall not
be deemed to render  unnecessary  the obtaining of consent to or approval of any
subsequent act. The acceptance of rent hereunder by Lessor shall not be a waiver
of any  preceding  breach by  Lessee of any  provision  hereof,  other  than the
failure of Lessee to pay the particular rent so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of acceptance of such rent.

         Section 17.08.  Recording.  Either Lessor or Lessee shall, upon request
of the other,  execute,  acknowledge  and  deliver  to the other a "short  form"
memorandum of this Lease for recording purposes, provided that Lessee shall also
simultaneously  execute in recordable form and delivering to Lessor a Quit Claim
Deed as to its  leasehold  and any other  interest  in the  Premises  and hereby
authorizes Lessor to date and record the same only upon the expiration or sooner
termination of this Lease.

         Section 17.09.  Surrender of Possession; Holding Over.

         (a) At the  expiration  of the Lease,  Lessee  agrees to deliver up and
surrender to Lessor  possession  of the Premises  and all  improvements  thereon
broom clean and, in as good order and condition as when  possession was taken by
Lessee,  excepting  only  ordinary wear and tear (wear and tear which could have
been  avoided  by first  class  maintenance  practices  and in  accordance  with
industry  standards shall not be deemed  "ordinary").  Upon expiration or sooner
termination  of this  Lease,  Lessor may  reenter  the  Premises  and remove all
persons and  property  therefrom.  If Lessee  shall fail to remove any  personal
property  which it is entitled or obligated to remove from the Premises upon the
expiration  or sooner  termination  of this  Lease,  for any  cause  whatsoever,
Lessor,  at its  option,  may remove the same and store or dispose of them,  and
Lessee  agrees to pay to Lessor on demand any and all expenses  incurred in such
removal  and in making  the  Premises  free from all dirt,  litter,  debris  and
obstruction,  including all storage and insurance  charges.  If the Premises are
not  surrendered  at the end of the Lease Term,  Lessee shall  indemnify  Lessor
against loss or liability  resulting from delay by Lessee in so surrendering the
Premises,  including, without limitation,  actual damages for lost rent and with
respect to any claims of a successor occupant.

         (b)  If  Lessee,  with  Lessor's  prior  written  consent,  remains  in
possession of the Premises after  expiration of the Lease Term and if Lessor and
Lessee have not executed an express  written  agreement as to such holding over,
then such  occupancy  shall be a tenancy  from month to month at a monthly  Base
Rent  equivalent to one hundred fifty  percent  (150%) of the monthly  rental in
effect immediately prior to such expiration,  such payments to be made as herein
provided for Base Rent. In the event of such holding  over,  all of the terms of
this Lease, including the payment of Additional Rent all charges owing hereunder
other than rent shall remain in force and effect on said month to month basis.



                                      -35-
<PAGE>

         Section 17.10.  Cumulative Remedies. No remedy or election hereunder by
Lessor shall be deemed  exclusive but shall,  wherever  possible,  be cumulative
with all other  remedies  at law or in  equity,  provided  that  notice and cure
periods  set forth in Article XII are  intended  to extend and modify  statutory
notice provisions to the extent expressly stated in Section 12.01.

         Section 17.11.  Covenants and Conditions.  Each provision of this Lease
to be  observed or  performed  by Lessee  shall be deemed both a covenant  and a
condition.

         Section 17.12. Binding Effect; Choice of Law. Subject to any provisions
hereof  restricting  assignment  or  subletting  by Lessee  and  subject  to the
provisions  of Article XVI,  this Lease shall bind the parties,  their  personal
representatives,  successors  and  assigns.  This Lease shall be governed by the
laws of the State of California and any legal or equitable  action or proceeding
brought  with  respect  to the Lease or the  Premises  shall be brought in Santa
Clara County, California.

         Section 17.13.  Lease to be Subordinate.  Lessee agrees that this Lease
is and  shall be,  at all  times,  subject  and  subordinate  to the lien of any
mortgage or other  encumbrances  which  Lessor may create  against the  Premises
including all renewals,  replacements and extensions thereof provided,  however,
that  regardless of any default under any such  mortgage or  encumbrance  or any
sale of the Premises under such mortgage,  so long as Lessee timely performs all
covenants and conditions of this Lease and continues to make all timely payments
hereunder,  this Lease and Lessee's possession and rights hereunder shall not be
disturbed by the mortgagee or anyone  claiming under or through such  mortgagee.
Lessee shall execute any documents subordinating this Lease within ten (10) days
after  delivery of same by Lessor so long as the Lender agrees therein that this
Lease  will  not  be  terminated  if  Lessee  is  not  in  default  following  a
foreclosure,  including, without limitation, any Subordination  Non-Distribution
and Attornment  Agreement  ("SNDA") which is  substantially in the form attached
hereto as Exhibit "F." Lessor shall provide  Lessee with an SNDA with respect to
any existing lender, ground Lessor or other lien holder on the Project.

         Section 17.14. Attorneys' Fees. If either party herein brings an action
to enforce the terms hereof or to declare rights hereunder, the prevailing party
in any such  action,  on trial or  appeal,  shall be  entitled  to  recover  its
reasonable attorney's fees, expert witness fees and costs as fixed by the Court.

         Section 17.15. Signs. Lessee shall not place any sign upon the exterior
of the  Building or monument  signage on the  Premises  without  Lessor's  prior
written consent, which consent shall not be unreasonably withheld or delayed and
subject  to  approval  by the City of  Redwood.  Lessee,  at its  sole  cost and
expense, after obtaining Lessor's prior written consent, shall install, maintain
and remove prior to  expiration of this Lease (or within ten (10) days after any
earlier  termination of this Lease) all signage in full  compliance with (i) all
applicable law,  statutes,  ordinances and  regulations,  (ii) all provisions of
this Lease  concerning  Alterations,  and (iii)  Exhibit  "G." In  creating  the
signage  provision to be set forth on Exhibit "G," Lessor agrees to request from
City approval for illuminated exterior Building Signage.



                                      -36-
<PAGE>

         Section 17.16.  Merger.  The voluntary or other surrender of this Lease
by Lessee, or a mutual cancellation  thereof, or a termination by Lessor,  shall
not work a merger,  and shall,  at the option of  Lessor,  terminate  all or any
existing subtenancies or may, at the option of Lessor,  operate as an assignment
to Lessor of any or all of such subtenancies.

         Section 17.17.  Guarantor.  [Intentionally Omitted]

         Section 17.18. Quiet Possession. Upon Lessee timely paying the rent for
the  Premises  and  timely  observing  and  performing  all  of  the  covenants,
conditions  and  provisions  on  Lessee's  part  to be  observed  and  performed
hereunder,  Lessee  shall have quiet  possession  of the Premises for the entire
Lease Term, subject to all of the provisions of this Lease.

         Section 17.19.  Easements.  Lessor  reserves to itself the right,  from
time to time, to grant such easements,  rights and dedications that Lessor deems
necessary  or  desirable,  and to  cause  the  recordation  of  Parcel  Maps and
conditions,  covenants  and  restrictions,  so long as such  easements,  rights,
dedications, Maps and conditions, covenants and restrictions do not unreasonably
interfere  with  the use of the  Premises  by  Lessee  or  materially  increased
Lessee's actual or potential  monetary and non-monetary  obligations  under this
Lease. Lessee shall sign any of the aforementioned or other documents,  and take
such other actions,  which are reasonably necessary or appropriate to accomplish
such granting  recordation and  subordination of the Lease to same, upon request
of  Lessor,  and  failure to do so within  ten (10)  business  days of a written
request to do so shall constitute a material breach of this Lease.

         Section  17.20.  Authority.  Each  individual  executing  this Lease on
behalf of a corporation, limited liability company or partnership represents and
warrants that he or she is duly  authorized to execute and deliver this Lease on
behalf of such  entity  in  accordance  with a duly  adopted  resolution  of the
governing group of the entity  empowered to grant such authority,  and that this
Lease is binding upon said entity in accordance with its terms. Each party shall
provide the other with a certified copy of its  resolution  within ten (10) days
after execution hereof,  but failure to do so shall in no manner (i) be evidence
of the absence of authority or (ii) affect the representation or warranty.

         Section  17.21.  Force Majeure  Delays.  In any case where either party
hereto is  required  to do any act (other  than the  payment  of money),  delays
caused by or resulting from Acts of God or Nature,  war, civil commotion,  fire,
flood or other casualty, labor difficulties,  shortages of labor or materials or
equipment,  government  regulations,  delay by government or regulatory agencies
with respect to approval or permit process,  unusually severe weather,  or other
causes beyond such party's  reasonable control ("Force Majeure Delays") the time
during  which act shall be  completed,  shall be  deemed to be  extended  by the
period of such delay,  whether such time be  designated by a fixed date, a fixed
time or "a reasonable time."

         Section 17.22.   Hazardous Materials.

         (a)  Definition  of  Hazardous   Materials  and   Environmental   Laws.
"Hazardous Materials" means any (a) substance,  product, waste or other material
of any nature  whatsoever


                                      -37-
<PAGE>

which is or becomes listed regulated or addressed  pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. sections 9601,
et seq.  ("CERCLA");  the  Hazardous  Materials  Transportation  Act ("HMTA") 49
U.S.C.  section 1801, et seq.,  the Resource  Conservation  and Recovery Act, 42
U.S.C.  section 6901, et seq.  ("RCRA");  the Toxic  Substances  Control Act, 15
U.S.C. sections 2601, et seq. ("TSCA");  the Clean Water Act, 33 U.S.C. sections
1251, et seq.; the  California  Hazardous  Waste Control Act,  Health and Safety
Code sections 25100, et seq.; the California  Hazardous  Substances Account Act,
Health and Safety Code sections  26300,  et seq.; the  California  Safe Drinking
Water and Toxic  Enforcement  Act, Health and Safety Code sections  25249.5,  et
seq.;  California  Health and Safety Code sections 25280, et seq.;  (Underground
Storage of Hazardous Substances); the California Hazardous Waste Management Act,
Health and Safety Code sections 25170.1,  et seq.;  California Health and Safety
Code sections 25501. et seq. (Hazardous Materials Response Plans and Inventory);
or the Porter-Cologne  Water Quality Control Act, California Water Code sections
13000,  et seq., all as amended,  or any other federal,  state or local statute,
law, ordinance,  resolution, code, rule, regulation, order or decree regulating,
relating  to or imposing  liability  (including,  but not limited to,  response,
removal and remediation costs) or standards of conduct or performance concerning
any hazardous, toxic or dangerous waste, substance or material, as now or at any
time hereafter may be in effect  (collectively,  "Environmental  Laws"); (b) any
substance,  product,  waste or other  material  of any nature  whatsoever  whose
presence  in and of  itself  may give rise to  liability  under any of the above
statutes  or under any  statutory  or common  law  theory  based on  negligence,
trespass,  intentional tort, nuisance, strict or absolute liability or under any
reported  decisions  of a state or federal  court,  (c)  petroleum or crude oil,
including but not limited to petroleum and petroleum  products  contained within
regularly operated motor vehicles and (d) asbestos.

         (b) Lessor's Representations and Disclosures. Lessor represents that it
has provided Lessee with a description of the Hazardous  Materials on or beneath
the  Property  as  of  the  date  hereof,  attached  hereto  as  Exhibit  I  and
incorporated  herein by  reference.  Lessee  acknowledges  that in providing the
attached Exhibit I, Lessor has satisfied its obligations of disclosure  pursuant
to California Health & Safety Code Section 25359.7 which requires:

                  "Any owner of  nonresidential  real property who knows, or has
reasonable cause to believe,  that any release of hazardous  substances has come
to be located on or beneath that real property shall,  prior to the sale,  lease
or  rental of the real  property  by that  owner,  give  written  notice of that
condition to the buyer, lessee or renter of the real property."

         (c) Use of  Hazardous  Materials.  Lessee shall not cause or permit any
Hazardous Materials to be brought upon, kept or used in, on or about the Project
by Lessee, its agents,  employees,  contractors,  licensee,  guests, visitors or
invitees  without  the  prior  written  consent  of  Lessor.  Lessor  shall  not
unreasonably  withhold such consent so long as Lessee  demonstrates  to Lessor's
reasonable satisfaction that such Hazardous Materials are necessary or useful to
Lessee's  business and will be used,  kept and stored in a manner that  complies
with all applicable  Environmental  Laws. Lessee shall, at all times, use, keep,
store,  handle,  transport,  treat or dispose all such Hazardous Materials in or
about the Property in compliance with all applicable  Environmental  Laws. Prior
to the expiration or earlier termination of this Lease,



                                      -38-
<PAGE>

Lessee shall remove from the Property all  Hazardous  Materials  used or brought
onto the Property during the Lease Term by anyone other than Lessor, its agents,
employees or contractors.

         (d) Lessee's  Environmental  Indemnity.  Lessee agrees to indemnify and
hold Lessor harmless from any liabilities,  losses, claims, damages,  penalties,
fines, attorney fees, expert fees, court costs, remediation costs, investigation
costs,  or other  expenses  resulting  from or arising out of the use,  storage,
treatment,  transportation,   release,  presence,  generation,  or  disposal  of
Hazardous  Materials on, from or about the Project,  and/or subsurface or ground
water,  from an act or omission of Lessee (or Lessee's  successor),  its agents,
employees, invitees, vendors, contractors, guests or visitors.

         (e)  Lessee's  Obligation  to Promptly  Remediate.  If the  presence of
Hazardous  Materials on the Premises after the  Commencement  Date which results
from  an act or  omission  of  Lessee  (or  Lessee's  successors),  its  agents,
employees,  invitees, vendors, contractors,  guests, or visitors also results in
contamination  or deterioration of the Property or any water or soil beneath the
Property,  Lessee shall  promptly take all action  necessary or  appropriate  to
investigate  and  remedy  that  contamination,  at its sole  cost  and  expense,
provided that Lessor's approval of such action shall first be obtained. Lessor's
approval shall not be unreasonably withheld.

         (f)  Notification.  Lessor and Lessee each agree to promptly notify the
other of any  communication  received from any  governmental  entity  concerning
Hazardous  Materials or the violation of  Environmental  Laws that relate to the
Property.

         (g) Lessor's  Environmental  Indemnity.  Lessor agrees to indemnify and
hold Lessee harmless from any liabilities,  losses, claims, damages,  penalties,
fines, attorney fees, expert fees, court costs, remediation costs, investigation
costs,  or other  expenses  resulting  from or arising out of the use,  storage,
treatment,  transportation,   release,  presence,  generation,  or  disposal  of
Hazardous Materials on, from or about the Premises,  and/or subsurface or ground
water  prior  to  the  Commencement  Date  or  caused  by  Lessor  (or  Lessor's
successor), its agents or employees.

         Section 17.23. Modifications Required by Lessor's Lender. If any lender
of Lessor requires a modification of this Lease that will not increase  Lessee's
cost  or  expense  or  materially  and  adversely  change  Lessee's  rights  and
obligations,  this Lease shall be so modified and Lessee shall execute  whatever
documents are required by such lender and deliver them to Lessor within ten (10)
days after the request.

         Section 17.24. Brokers.  Lessor and Lessee each represents to the other
that it has had no dealings  with any real estate  broker or agent in connection
with the negotiation of this Lease, except for the real estate brokers or agents
identified on the  signature  page hereof  ("Brokers")  and that they know of no
other real estate  broker or agent who is entitled to a  commission  or finder's
fee in connection with this Lease. Each party shall indemnify,  protect, defend,
and  hold  harmless  the  other  party  against  all  claims,  demands,  losses,
liabilities,  lawsuits,  judgments, and costs and expenses (including reasonable
attorney  fees)  for  any  leasing  commission,   finder's  fee,  or  equivalent
compensation alleged to be owing on account of the indemnifying party's dealings

                                      -39-
<PAGE>

with any real estate  broker or agent other than the Brokers.  The terms of this
Section 17.24 shall survive the  expiration or earlier  termination of the Lease
Term.

         Section 17.25.  Right of First Offer to Lease Building 4.

         (a) Lessee shall have a right of first offer  ("Right of First  Offer")
to lease the adjacent  Building and parcel designated as Lot 4 and 4P on Exhibit
"A" ("Building 4") subject to Paragraphs (b) through (g).

         (b) At the time  Lessee  exercises  the Right of First  Offer:  (i) The
Lease  must be in full force and  effect;  (ii)  Lessee  shall not be in Default
under  the  Lease;  nor  shall  Lessee  be in  Default  under  the  Lease at the
Commencement  Date (defined in paragraph g(1)) for the Offer Building,  (defined
in  Paragraph  c); and (iii)  Lessee's  then  current  financial  condition,  as
revealed by its most recent financial  statements (which shall include quarterly
and annual financial  statements,  including income statements,  balance sheets,
and cash flow statements),  must demonstrate that either: (1) Lessee's net worth
is at least  equal to its net worth at the time this  Lease was  signed;  or (2)
Lessee meets the financial criteria reasonably acceptable to Lessor.

         (c) Lessor  shall not lease  Building 4 to  another  lessee  unless and
until  Lessor has first  offered  Building 4 to Lessee in  writing  (the  "Offer
Notice")  and Lessee  either  rejects such offer or a period of one (1) business
day (if the notice is given  prior to the Lease  Commencement  Date) or ten (10)
business  days (if the notice is given  after the Lease  Commencement  Date) has
elapsed from the date that Lessor has delivered the Offer Notice  without Lessee
having  notified  Lessor in writing of its  acceptance  of such Offer Notice and
supplied Lessor with current financial statements pursuant to Paragraph b, which
ever  event  occurs  first.   The  Offer  Notice  shall  contain  the  following
information:  (i) The date on which  the  Lessor  expects  Building  4 to become
available;  (ii) The Base Rent; (iv) The pro rata share of Additional  Rent; and
(v) Such other terms and  conditions  upon which Lessor wishes to lease Building
4.

         (d) If  Lessee  timely  delivers  to  Lessor,  in  accordance  with the
conditions of this Section,  written notice of Lessee's exercise of the Right of
First Offer (along with Lessee's financial  statements  pursuant to Paragraph b)
and Lessor  determines that Lessee meets all of the conditions  provided in this
Section,  then Lessor and Lessee  shall  enter into a new lease for  Building 4,
which lease shall be on the then  applicable  terms and conditions in the Lease,
as modified by the terms and conditions set forth in the Offer Notice.

         (e) If Lessee  declines or fails to duly and timely  exercise its Right
of First Offer or fails to meet all of the conditions  provided in this Section,
Lessor  shall  thereafter  be free to lease the Building 4 in portions or in its
entirety  to  any  third-party   tenant  at  any  time  without  regard  to  the
restrictions  in this Section 17.25 and on whatever terms and conditions  Lessor
may  decide  in its  sole  discretion,  without  again  complying  with  all the
provisions of this Section 17.25 and on whatever terms and conditions Lessor may
decide in its sole  discretion,  without again complying with all the provisions
of this Section 17.25.



                                      -40-
<PAGE>

         (f) Within ten (10) business days after the  Commencement  Date for the
Offer  Building,  Lessor and Lessee shall  confirm the  foregoing in a new lease
between  Lessor and Lessee,  which lease shall contain all of the same terms and
conditions of this Lease, except as modified by the Offer Notice.

         (g) This  Right of First  Offer is  personal  to the  Lessee  and shall
become  null and void upon the  occurrence  of an  assignment  of the Lease or a
sublet of all or a major  part of the  Premises  for the  remainder  of the Term
other than to a Lessee Affiliate.

         Section  17.26.  Acknowledgment  of Notices.  Lessor has  provided  and
Lessee hereby  acknowledges  receipt of the Notices attached as Exhibits J and K
hereto,  concerning  the presence of certain uses and  operations of neighboring
parcels of land.


                                      -41-
<PAGE>


         Section 17.27.  List of Exhibits.

                                                                       Ref. Page

EXHIBIT A:   Real Property Legal Description,
                           Site Plan, and Building Elevations

EXHIBIT B:   Plans and Specifications for Shell Building

EXHIBIT C:   Work Letter Agreement for Tenant
                           Improvements and Interior Specification Standards

EXHIBIT D:   Cost Responsibilities of Lessor and Lessee

EXHIBIT E:   Memorandum of Commencement of Lease
                           Term and Schedule of Base Rent

EXHIBIT F:   SNDA

EXHIBIT G:   Signage Exhibit

EXHIBIT H:   Guaranty of Lease [Intentionally Omitted]

EXHIBIT I:   Hazardous Materials Disclosure

EXHIBIT J:   Notice to Tenants

EXHIBIT K:   Notice to Tenants

EXHIBIT L:   Rules and Regulations

EXHIBIT M:   Warm Shell Improvements


                                      -42-
<PAGE>


LESSOR AND LESSEE EACH HAS  CAREFULLY  READ AND HAS REVIEWED THIS LEASE AND BEEN
ADVISED  BY LEGAL  COUNSEL  OF ITS OWN  CHOOSING  AS TO EACH TERM AND  PROVISION
CONTAINED  HEREIN  AND,  BY  EXECUTION  OF THIS LEASE,  SHOWS ITS  INFORMED  AND
VOLUNTARY CONSENT THERETO.  EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE
IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY  REASONABLE
AND  EFFECTUATE  THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.
<TABLE>
<CAPTION>

         Executed at San Jose, California, as of the reference date.
<S>                                                           <C>
LESSOR:                                                       ADDRESS:

____________________________,                                 c/o Jay Paul Company
____________________________                                  353 Sacramento Street, Suite 1740
                                                              San Francisco, California 94111

By:  ___________________________
         Jay Paul, President

                                                              With a copy to:

                                                              Thomas G. Perkins, Esq.
                                                              99 Almaden Blvd., 8th Floor
                                                              San Jose, CA 95113
                                                              Telephone: 408- 993-9911
                                                              Facsimile:   408-286.3312

LESSEE:                                                       ADDRESS:

Broadvision Inc.                                              Attn:  Legal Department
a Delaware corporation                                        585 Broadway
                                                              Redwood City, CA  94063
                                                              Facsimile:  (650) 261-5900
By:  _______________________                                  (Before Commencement Date)

     -----------------------
      (Type or print name)                                    ATTN:  Legal Department
                                                              Pacific Shores Center
Its:                                                          Building 6
     -----------------------                                  Redwood City, CA
                                                              (After Commencement Date)

By:  ________________________

     ------------------------
       (Type or print name)

Its:  _________________________


</TABLE>
                                      -43-
<PAGE>


                                BROKER EXECUTION

         By signing  below,  the  indicated  real estate  broker or agent is not
being made a party hereto,  but is signifying  its agreement with the provisions
hereof concerning brokerage.

LESSOR'S BROKER:                            ADDRESS:

Cornish & Carey Commercial                  2804 Mission College Boulevard
                                            Suite 120
                                            Santa Clara, California 95054
By:  ___________________________

     ---------------------------
        (Type or print name)

Its:   Executive Vice President

LESSEE'S BROKER:                            ADDRESS:

------------------------------              ---------------------------

                                            ---------------------------
By:  ___________________________

     ---------------------------
        (Type or print name)

Its:  ___________________________

                                      -44-