Exhibit 10.11


                              OFFICE BUILDING LEASE

                                 Regency Center

                             San Rafael, California





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                              OFFICE BUILDING LEASE

                                TABLE OF CONTENTS

                                                                            Page

1. PARTIES...................................................................1

2. PREMISES..................................................................1

3. TERM; OPTION TO EXTEND....................................................1

4. POSSESSION................................................................2

5. RENT; RENT ESCALATIONS....................................................3

6. SECURITY DEPOSIT..........................................................3

7. OPERATING EXPENSE ADJUSTMENTS.............................................3

8. USE.......................................................................5

9. COMPLIANCE WITH LAW; HAZARDOUS SUBSTANCES.................................5

10. ALTERATIONS AND ADDITIONS................................................6

11. REPAIRS..................................................................6

12. LIENS....................................................................7

13. ASSIGNMENT AND SUBLETTING................................................7

14. HOLD HARMLESS............................................................8

15. SUBROGATION..............................................................8

16. INSURANCE................................................................8

17. SERVICES AND UTILITIES...................................................9

18. PROPERTY TAXES..........................................................10

19. RULES AND REGULATIONS...................................................10

20. HOLDING OVER............................................................10

21. ENTRY BY LANDLORD.......................................................10

22. RECONSTRUCTION..........................................................11

23. DEFAULT.................................................................11

24. REMEDIES IN DEFAULT.....................................................12

25. EMINENT DOMAIN..........................................................12

26. ESTOPPEL CERTIFICATE....................................................13

27. PARKING.................................................................13

28. COMMUNICATIONS INSTALLATION.............................................13

29. AUTHORITY OF PARTIES; LIMITATION........................................13

30. GENERAL PROVISIONS......................................................13

31. BROKERS.................................................................15

32. RIGHT OF FIRST OFFER....................................................15


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                              OFFICE BUILDING LEASE


         1. PARTIES.  This Lease,  dated for  reference  purposes only June ___,
2001,  is made by and between The Joseph and Eda Pell  Revocable  Trust  (herein
called  "Landlord")  and  Fair,  Isaac and  Company,  Incorporated,  a  Delaware
corporation (herein called "Tenant").

         2. PREMISES.  Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord that certain office space (herein called the "Premises") indicated
on Exhibits  "A-1," "A-2" and "A-3" attached hereto and  incorporated  herein by
this reference, comprising a portion of the first floor, the entire second floor
and a portion of the third  floor of that  certain  building  commonly  known as
Regency  Center,  located at 100 Smith Ranch Road, San Rafael,  California  (the
"Building").  For  purposes of this Lease,  the  Building  includes all exterior
common areas,  including the parking  facilities  serving the Building.  For the
purposes of this  Lease,  the  Premises  are agreed to contain  74,456  rentable
square feet (11,875;  35,261 and 27,320 for the portions of the Premises located
on the first,  second and third floors,  respectively)  and 68,174 usable square
feet (10,642;  33,140 and 27,392 for the portions of the Premises located on the
first, second and third floors, respectively).

                  This Lease is subject to the terms,  covenants and  conditions
herein set forth and Tenant  covenants as a material  part of the  consideration
for this Lease to keep and  perform  each and all of said terms,  covenants  and
conditions and that this Lease is made upon the condition of said performance.

         3. TERM; OPTION TO EXTEND.

                  A. The term of this  Lease  shall be for a period  of ten (10)
years and three (3) months,  commencing on December 1, 2001 ("Term  Commencement
Date"), and shall expire on the last day of February, 2012 (the "Term Expiration
Date").

                  B.  Provided  this  Lease is then in effect and Tenant is then
occupying the entirety of the Premises,  Landlord grants to Tenant the option to
extend the term of this Lease as to all or such lesser  portion of the  Premises
as may be designated in Tenant's exercise notice (provided that (1) all portions
of the  Premises so retained by Tenant shall  constitute  a  contiguous  unit of
space,  (2)  Tenant  shall  release  all of the  space on a given  floor  before
releasing  space on another  floor,  (3) the space so released on a floor Tenant
intends to continue to occupy  shall be of a  commercially  reasonable  size and
configuration,  and (4) Tenant shall be  responsible,  at its sole cost, for the
construction of any necessary  demising walls,  corridors and fire  separations)
for one (1) five- (5-) year period commencing March 1, 2012 upon each and all of
the following terms and conditions:

                           (i) Tenant gives to Landlord  and  Landlord  receives
notice of the  exercise of the option to extend  this Lease for such  additional
term no later than  twelve  (12)  months  prior to the time that the option term
would commence if the option were exercised,  time being of the essence. If said
notification  of the exercise of such option is not so given and received,  such
option shall automatically expire.

                           (ii)  At  the  time  said  written   notification  of
exercise of such option is given and  received,  or at the time such option term
is to  commence,  Tenant  shall  not be in  default  under  any of the  material
obligations  of this Lease to be  performed  by Tenant and this Lease  shall not
have  previously  terminated nor  terminated  prior to the  commencement  of the
option term.

                           (iii) All of the terms and  conditions of this Lease,
except where specifically modified by this option, shall apply.

                           (iv) the  monthly  rent for each  month of the option
term shall be calculated as follows:

                           The rent  payable by Tenant  during  the option  term
shall be the "Fair Market  Rental  Value" of the Premises (as defined  below) at
the  commencement  date of the option term. There shall be an annual increase in
the rent  during the option  term in an amount  equal to four  percent  (4%) per
annum.  Anything herein to the contrary  notwithstanding,  if the rent in effect
for the  Premises  for the month of  February,  2012 (the  "Final Base Rent") is
higher
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than the Fair Market  Rental Value for the Premises at the  commencement  of the
option  term,  then the rent for the  Premises  for the option term shall be the
lesser of: (i) the Final Base Rent,  and (ii) one hundred five percent (105%) of
the Fair Market  Rental  Value.  If Landlord and Tenant cannot agree on the Fair
Market Rental Value of the Premises for the first year of the option term within
forty-five  (45) days after the Tenant has notified  Landlord of its exercise of
the option,  Landlord and Tenant shall each select,  within forty-five (45) days
of such notification,  an appraiser who must be a qualified M.A.I.  appraiser to
determine  said Fair Market Rental Value.  If one party fails to so designate an
appraiser  within the time  required,  the  determination  of Fair Market Rental
Value of the one  appraiser  who has been  designated  by the other party hereto
within the time  required  shall be binding upon both  parties.  The  appraisers
shall submit their  determinations  of Fair Market  Rental Value to both parties
within thirty (30) days after their selection. If the difference between the two
determinations  is ten percent (10%) or less of the higher  appraisal,  then the
average between the two determinations  shall be the Fair Market Rental Value of
the Premises. If said difference is greater than ten percent (10%), then the two
appraisers shall within twenty (20) days of the date that the later submittal is
submitted  to the  parties  designate  a  third  appraiser  who  must  also be a
qualified M.A.I. appraiser.  The sole responsibility of the third appraiser will
be to determine which of the determinations made by the first two (2) appraisers
is most accurate.  The third  appraiser  shall have no right to propose a middle
ground or any modification of either of the determinations made by the first two
appraisers.  The third  appraiser's  choice  shall be  submitted  to the parties
within thirty (30) days after his or her  selection.  Such  determination  shall
bind both of the parties and shall establish the Fair Market Rental Value of the
Premises.  Each party shall pay for their own  appraiser  and shall pay an equal
share of the fees and expenses of the third appraiser.

                           Fair  Market  Rental  Value for purpose of this Lease
shall mean the then  prevailing rent for premises  comparable in size,  quality,
and orientation to the Premises, located in buildings comparable in size to, and
in the general  vicinity  of, the  Building in which the  Premises  are located,
leased on terms comparable to the terms contained in this Lease.

         4. POSSESSION.

                  A. Tenant is presently in possession of the Premises under the
terms of three (3) existing Office Building Leases, dated as of July 1, 1993 (as
amended)  with  respect to the third floor (the "Third Floor  Lease"),  July 10,
1993 (as amended)  with respect to the second floor (the "Second  Floor  Lease")
and October 11, 1993 (as  amended)  with  respect to the first floor (the "First
Floor Lease," and  collectively  with the Second Floor Lease and the Third Floor
Lease, the "Prior Leases"),  and, on the Term  Commencement  Date,  Tenant shall
remain in possession of the Premises in their then "As Is" condition pursuant to
the terms and provisions of this Lease,  which shall  supersede the Prior Leases
in their entirety as of the Term  Commencement  Date (except for Section 7 (with
respect to the right to reconcile Direct Expenses with respect to the on-account
payments made by Tenant through November 30, 2000);  Section 12 (with respect to
Tenant's obligation to remove any mechanics liens resulting from work performed,
materials  furnished  or  obligations  incurred by Tenant  prior to November 30,
2001);  Section 14 (with  respect  to any  indemnity  claims);  Section 18 (with
respect to Tenant's obligation to pay any personal property taxes accruing prior
to December 1, 2001) and Section 29 (with respect to attorneys' fees relating to
matters  surviving  termination  of the Prior  Leases) of the Prior Leases which
expressly  survive the Expiration  Dates thereof);  provided that Landlord shall
make  available  to Tenant an amount  not to exceed  Sixty-Seven  Thousand  Nine
Hundred  Seventy-Five  Dollars  ($67,975.00)  (the  "Allowance"),  to be used by
Tenant in connection  with the repainting and recarpeting of the western portion
of the Premises  located on the third floor.  Landlord shall fund the Allowance,
at any time prior to July 1, 2003,  within  thirty  (30) days of receipt of paid
invoices  or  other  reasonable  documentary  evidence  indicating  the  amounts
incurred by Tenant in performing such work.

                  B. On the Term Expiration Date or upon earlier  termination of
this Lease,  Tenant  shall  deliver to Landlord  possession  of the  Premises or
portion thereof together with all improvements, alterations or additions thereto
in substantially  the same condition as received or first installed,  reasonable
wear and tear excepted.  Tenant may, upon the termination of this Lease,  remove
its trade  fixtures and personal  property,  repairing any damage caused by such
removal.

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         5. RENT; RENT ESCALATIONS.

                  A.  Tenant  agrees  to pay  to  Landlord  as  rental  for  the
Premises,  each month during the term, without prior notice or demand, an amount
equal to Two Hundred Sixty  Thousand Five Hundred  Ninety-Six and 00/100 Dollars
($260,596.00) (the "Base Rent"). The Base Rent shall be payable on or before the
first day of the first full calendar  month of the term hereof and a like sum on
or before the first day of each and every  successive  calendar month thereafter
during the term  hereof,  except that the first  month's Base Rent shall be paid
upon mutual  execution of this Lease.  Base Rent for any period  during the term
which is for less than one (1) month shall be a prorated  portion of the monthly
installment herein,  based upon a thirty (30) day month. Base Rent shall be paid
to Landlord without  deduction or offset in lawful money of the United States of
America,  which shall be legal tender at the time of payment, at 100 Smith Ranch
Road,  Suite 325,  San  Rafael,  California  94903,  or to such  other  place as
Landlord may from time to time designate in writing.

                           The Base Rent for the  Premises  shall be adjusted as
of the  first  anniversary  of the Term  Commencement  Date  and on each  annual
anniversary  thereafter by an amount equal to one hundred four percent (104%) of
the Base Rent payable during the prior twelve (12) month period.

         6. SECURITY DEPOSIT.

                  As of the date of this Lease,  Landlord is presently  holding,
pursuant to the terms of the Prior Leases,  security  deposits  (the  "Deposit")
aggregating   One  Hundred  Eight   Thousand  Seven  Hundred   Sixteen   Dollars
($108,716.00).  Concurrently with Tenant's execution and delivery of this Lease,
Tenant  shall  deliver to Landlord an amount  equal to  Ninety-One  Thousand Two
Hundred Eighty-Four Dollars ($91,284.00) in order to bring the aggregate balance
of the Deposit to Two Hundred Thousand Dollars ($200,000.00). From and after the
Term  Commencement  Date,  the Deposit shall be held by Landlord as security for
the faithful performance by Tenant of all the terms,  covenants,  and conditions
of this Lease to be kept and  performed  by Tenant  during the term  hereof.  If
Tenant defaults with respect to any provision of this Lease  including,  but not
limited to, the  provisions  relating to the payment of rent,  Landlord may (but
shall not be required  to) use,  apply or retain all or any part of this Deposit
for the payment of any rent or any other sum in  default,  or for the payment of
any reasonable  amount which Landlord may spend or become  obligated to spend by
reason of Tenant's  default to compensate  Landlord for any other loss or damage
which Landlord may suffer by reason of Tenant's default.  If any portion of said
Deposit is so used or applied,  Tenant shall, within five (5) days after written
demand therefor,  deposit cash with Landlord in an amount  sufficient to restore
the  Deposit to its  original  amount and  Tenant's  failure to do so shall be a
material  breach of this  Lease.  Landlord  shall not be  required  to keep this
Deposit  separate  from its  general  fund and Tenant  shall not be  entitled to
interest on such  Deposit.  If Tenant shall fully and  faithfully  perform every
provision  of this  Lease to be  performed  by it, the  Deposit  or any  balance
thereof  shall be  returned to Tenant (or,  at  Landlord's  option,  to the last
assignee of Tenant's interest hereunder) at the expiration of the Lease term. In
the event of  termination of Landlord's  interest in this Lease,  Landlord shall
transfer said Deposit to Landlord's successor in interest.

         7. OPERATING EXPENSE ADJUSTMENTS. For the purposes of this Article, the
following terms are defined as follows:

                  Base Year                 The Base Year shall be 2002.

                  Comparison  Year          Each calendar year of the term after
                                            the Base Year.

                  Direct Expenses           All direct  costs of  operation  and
                                            maintenance,    as   determined   by
                                            standard    accounting    practices,
                                            including the following costs by way
                                            of illustration,  but not be limited
                                            to:   real   property    taxes   and
                                            assessments;   rent   taxes,   gross
                                            receipt  taxes,   (whether  assessed
                                            against  the  Landlord  or  assessed
                                            against the Tenant and  collected by
                                            the  Landlord,  or both);  water and
                                            sewer charges;  insurance  premiums;
                                            utilities;    janitorial   services;
                                            labor;   costs   incurred   in   the
                                            management  of  the  Building;   air
                                            conditioning  &  heating;   elevator
                                            maintenance;   supplies;  materials;
                                            equipment and

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                                            tools;  and  maintenance,  costs and
                                            upkeep  of all  parking  and  common
                                            areas.  ("Direct Expenses" shall not
                                            include depreciation on the Building
                                            of which the  Premises are a part or
                                            equipment  therein,  loan  payments,
                                            executive   salaries,   real  estate
                                            broker's  commissions or the cost of
                                            electricity provided to the Premises
                                            and to space leased by other tenants
                                            of the  Building in excess of Eleven
                                            Cents ($.11) per usable  square foot
                                            per month.)

                  If the Direct  Expenses  paid or incurred by the  Landlord for
the  Comparison  Year on account of the operation or maintenance of the Building
of which the  Premises are a part are in excess of the Direct  Expenses  paid or
incurred for the Base Year,  then the Tenant shall pay  seventy-one and 582/1000
percent (71.582%) of the increase.  This percentage is that portion of the total
rentable area of the Building occupied by the Tenant  hereunder.  Landlord shall
endeavor  to give to  Tenant  on or  before  the first day of March of each year
following  the  respective  Comparison  Year a statement of the increase in rent
payable by Tenant  hereunder,  but failure by Landlord to give such statement by
said date shall not  constitute  a waiver by Landlord of its right to require an
increase in rent. Upon receipt of the statement for the first  Comparison  Year,
Tenant  shall pay in full the total  amount  of the  increase  due for the first
Comparison  Year and, in addition for the then current  year,  the amount of any
such increase shall be used as an estimate for said current year and this amount
shall be divided into twelve (12) equal  monthly  installments  and Tenant shall
pay to  Landlord,  concurrently  with the regular  monthly rent payment next due
following  the  receipt of such  statement,  an amount  equal to one (1) monthly
installment multiplied by the number of months from January in the calendar year
in which said  statement is submitted to the month of such payment,  both months
inclusive.  Subsequent  installments  shall  be  payable  concurrently  with the
regular  monthly rent  payments for the balance of that  calendar year and shall
continue until the next Comparison Year's statement is rendered.  If the next or
any succeeding Comparison Year results in a greater increase in Direct Expenses,
then upon  receipt of a statement  from  Landlord,  Tenant  shall pay a lump sum
equal to such total  increase in Direct  Expenses  over the Base Year,  less the
total of the monthly  installments to be paid for the next year,  following said
Comparison  Year,  shall  be  adjusted  to  reflect  such  increase.  If in  any
Comparison Year the Tenant's share of Direct Expenses be less than the preceding
year, then upon receipt of Landlord's statement,  any overpayment made by Tenant
on the monthly  installment  basis provided above shall be credited  towards the
next monthly rent falling due and the estimated  monthly  installments of Direct
Expenses to be paid shall be adjusted to reflect such lower Direct  Expenses for
the most recent Comparison Year.

                  Although  the term has  expired  and  Tenant has  vacated  the
Premises,  when the  final  determination  is made of  Tenant's  share of Direct
Expenses for the year in which this Lease  terminates,  Tenant shall immediately
pay any  increase  due over the  estimated  expenses  paid  and  conversely  any
overpayment  made in the  event  said  expenses  decrease  shall be  immediately
rebated by Landlord to Tenant.

                  Notwithstanding  anything  contained  in this  Article  to the
contrary,  the rent payable by Tenant  hereunder  shall in no event be less than
the rent specified in Article 5 above.

                  During  the term of this  Lease  (including  any  renewals  of
extensions  thereof),  the  management  costs for the Building  shall not exceed
three percent (3%) of Landlord's gross rental income for the Building.

                  Landlord  shall keep full,  accurate,  and  separate  books of
account and records  covering all Direct  Expenses,  which books of accounts and
records shall accurately reflect total Direct Expenses,  and Landlord's billings
to Tenant for Direct Expense Adjustments.

                  Tenant shall have the right to protest any charge to Tenant by
Landlord  for Direct  Expense  Adjustments,  provided  that said protest is made
within thirty (30) days after receipt of  Landlord's  notice of such charge.  In
the  event  that  Tenant  shall  protest,  Tenant  shall  be  entitled  to audit
Landlord's books of account,  records, and other pertinent data regarding Direct
Expenses. The audit shall be limited to the determination of direct Expenses and
charges to Tenant for Direct Expense  Adjustments and shall be conducted  during
normal  business hours. If the audit shows that there has been an overpayment by
Tenant,  the  overpayment  shall be immediately due and repayable by Landlord to
Tenant.

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                  Anything in this Lease to the contrary notwithstanding, Tenant
shall pay its share of increases in real estate taxes within ten (10) days after
Landlord  furnishes  copies of  invoices  marked  "Paid" for such  taxes,  which
invoices may be furnished to Tenant no more often than semi-annually.

         8. USE.  Tenant shall use the Premises for general office  purposes and
shall not use or permit the Premises to be used for any other  purposes  without
the prior written consent of Landlord.  General office purposes shall be defined
for  purposes of this Lease to include  computer  rooms of any size  required by
Tenant.  Tenant  shall  not do or  permit  anything  to be done in or about  the
Premises nor bring or keep  anything  therein which will in any way increase the
existing rate of or affect any fire or other  insurance upon the Building or any
of its contents,  or cause  cancellation  of any insurance  policy covering said
Building  or any part  thereof or any of its  contents.  Tenant  shall not do or
permit  anything  to be done in or  about  the  Premises  which  will in any way
obstruct  or  interfere  with the rights of other  tenants or  occupants  of the
Building on injure or annoy them or use or allow the Premises to be used for any
improper,  immoral,  unlawful or objectionable  purpose, nor shall Tenant cause,
maintain or permit any nuisance in, on or about the  Premises.  Tenant shall not
commit or suffer to be committed any waste in or upon the Premises.

         9. COMPLIANCE WITH LAW; HAZARDOUS SUBSTANCES.

                  A. Tenant shall not use the Premises or permit  anything to be
done in or about  the  Premises  which  will in any way  conflict  with any law,
statute,  ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense,
promptly comply with all laws,  statutes,  ordinances and governmental rules now
in force or which may hereafter be in force,  and with the  requirements  of any
board of fire  insurance  underwriters  or other similar bodies now or hereafter
constituted,  relating to, or affecting the  condition,  use or occupancy of the
Premises,  excluding changes not related to or affected by Tenant's improvements
or acts. The judgment of any court of competent jurisdiction or the admission of
Tenant in any action against Tenant, whether Landlord be a party thereto or not,
that Tenant has  violated any law,  statute,  ordinance  or  governmental  rule,
regulation  or  requirement,  shall be  conclusive  of that fact as between  the
Landlord and Tenant.

                  B. Tenant  shall not cause or permit the  escape,  disposal or
release of any biologically or chemically  active or other hazardous  substances
or  materials (a  "Release").  Tenant shall not allow the storage or use of such
substances  or materials in any manner not  sanctioned  by law or by the highest
standards  prevailing in the industry for the storage and use of such substances
or  materials,  nor allow to be brought into the Building any such  materials or
substances except to use in the ordinary course of Tenant's  business,  and then
only  after  written  notice  is  given  to  Landlord  of the  identity  of such
substances or materials.  If any lender or governmental  agency requires testing
to ascertain  whether  there has been any  Release,  then the  reasonable  costs
thereof  shall be  reimbursed  by Tenant to Landlord  upon demand as  additional
charges  if it is  determined  that the  Release  was  caused  by  Tenant or its
employees,  agents or contractors.  In addition Tenant shall execute affidavits,
representations and the like from time to time at Landlord's  reasonable request
concerning  Tenant's  best  knowledge  and  belief  regarding  the  presence  of
hazardous substances or materials on the Premises.  In all events,  Tenant shall
indemnify  Landlord,  its  agents and  employees  from and  against  any and all
clean-up  costs and  expenses,  losses,  damages,  claims,  or liability for any
damage to any  property  or  injury,  illness  or death of any  person  from any
Release on the Premises occurring while Tenant is in possession, or elsewhere if
caused by Tenant or persons acting under Tenant. The covenants  contained herein
shall survive the expiration or earlier  termination  of this Lease.  California
Health and Safety Code Section  25359.7(b)  requires any tenant of real property
who knows, or has reasonable  cause to believe,  that any release of a hazardous
substance  has come to be  located  on or  beneath  such real  property  to give
written  notice of such  condition  to the owner.  Tenant  shall comply with the
requirements  of Section  25359.7(b) and any successor  statute thereto and with
all  other  statutes,  laws,  ordinances,   rules,  regulations  and  orders  of
governmental authorities with respect to hazardous substances.

         10.  ALTERATIONS  AND ADDITIONS.  Tenant shall not make or suffer to be
made any  alterations,  additions or  improvements  to or of the Premises or any
part thereof without the written consent of Landlord first had and obtained. Any
alterations, additions or improvements to or of said Premises including, but not
limited to, wallcovering,  paneling, air conditioning units

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and built-in cabinet work, but excepting  movable  furniture and trade fixtures,
shall on the  expiration  of the term  become a part of the realty and belong to
the Landlord and shall be surrendered  with the Premises.  In the event Landlord
consents to the making of any  alterations,  additions  or  improvements  to the
Premises by Tenant,  the same shall be made by Tenant at Tenant's  sole cost and
expense, and any contractor or persons,  selected by the Tenant to make the same
must first be approved in writing by the Landlord.  Such  approval  shall not be
unreasonably  withheld.  Upon the  expiration or sooner  termination of the term
hereof,  Tenant shall, upon written demand by Landlord,  which shall be given at
the time Landlord  approves the tenant  improvement  work, at Tenant's sole cost
and  expense,  forthwith  and with all due  diligence,  remove any  alterations,
additions, or improvements made by Tenant, designated by Landlord to be removed,
and Tenant  shall,  forthwith  and with all due  diligence  at its sole cost and
expense, repair any damage to the Premises caused by such removal.

         11. REPAIRS.

                  A. By  taking  possession  of the  Premises,  Tenant  shall be
deemed to have accepted the Premises as being in good, sanitary order, condition
and repair.  Tenant shall, at Tenant's sole cost and expense,  keep the Premises
and every part  thereof in good  condition  and  repair.  Tenant  shall upon the
expiration or sooner  termination of this Lease hereof surrender the Premises to
the Landlord in good  condition,  ordinary  wear and tear and damage from causes
beyond  the  reasonable  control  of Tenant  excepted.  Except  as  specifically
provided in this Lease,  Landlord shall have no obligation  whatsoever to alter,
remodel,  improve,  repair,  decorate or paint the  Premises or any part thereof
once the initial tenant improvements are completed and the parties hereto affirm
that Landlord has made no  representations to Tenant respecting the condition of
the Premises or the Building except as specifically herein set forth.

                  B.  Notwithstanding  the  provisions of Section  11.A.  above,
Landlord  shall  promptly and  adequately  repair and  maintain  the  structural
portions  of the  Building,  including  the basic  plumbing,  air  conditioning,
heating and electrical  systems  installed or furnished by Landlord  unless such
maintenance  and  repairs  are  caused in part or in whole by the act,  neglect,
fault or omission of any duty by the Tenant, its agents, servants,  employees or
invitees, in which case Tenant shall pay to Landlord the reasonable cost of such
maintenance  and repairs.  Landlord  shall not be liable for any failure to make
any such repairs or to perform any maintenance unless such failure shall persist
for an  unreasonable  time after  written  notice of the need of such repairs or
maintenance  is given to  Landlord  by Tenant.  Except as provided in Article 22
hereof,  there shall be no  abatement  of rent and no  liability  of Landlord by
reason of any injury to or interference  with Tenant's business arising from the
making of any repairs,  alterations or  improvements in or to any portion of the
Building or the  Premises,  or in or to fixtures,  appurtenances  and  equipment
therein. Tenant waives the right to make repairs at Landlord's expense under any
law, statute or ordinance now or hereafter in effect,  (including the provisions
of California  Civil Code  Sections 1941 and 1942 and any successor  sections or
statutes of a similar nature);  provided,  however, if Landlord fails to perform
any repair work  required of Landlord  with respect to the Premises  pursuant to
this Section  11B,  within  thirty (30) days after  Landlord  receives  Tenant's
written  notice of the need for such repair (or such period of time in excess of
thirty  (30)  days as is  reasonably  necessary  based  upon the  nature  of the
required  work),  then Tenant  shall be permitted  to make such  repairs,  using
contractors  reasonably  approved by  Landlord,  provided (i) Tenant first gives
Landlord an additional  two (2) business days prior  written  notice  indicating
that  Tenant  intends to  undertake  such  repair,  and (ii)  Landlord  fails to
commence such repair within such two (2) business day period. If Tenant performs
any repair as permitted  under this Section  11B,  Landlord  agrees to reimburse
Tenant for the reasonable,  actual and documented costs of such repair performed
by Tenant,  but  without any offset  rights  against  rent or any other  amounts
payable by Tenant under this Lease. Any repair work done by Tenant shall be done
in accordance with the provisions of this Lease,  including without  limitation,
Article 12, keeping the Premises free from liens.

         12.  LIENS.  Tenant shall keep the  Premises  and the real  property in
which the  Premises  are  situated  free from any liens  arising out of any work
performed,  materials furnished or obligations incurred by Tenant.  Landlord may
require,  at Landlord's sole option,  that Tenant shall provide to Landlord,  at
Tenant's sole cost and expense, a lien and completion bond in an amount equal to
one and one-half (1 1/2 ) times any and all estimated cost of any  improvements,
additions or alteration in the Premises to insure Landlord against any liability
for mechanics' and materialmen's liens and to insure completion of the work.

                                       6
<PAGE>

         13. ASSIGNMENT AND SUBLETTING.

                  A. Tenant shall not either voluntarily or by operation of law,
assign,  transfer,  mortgage,  pledge,  or encumber  this Lease or any  interest
therein,  and shall not sublet the Premises or any part thereof, or any right or
privilege  appurtenant  thereto,  or suffer  any other  person  (the  employees,
agents,  servants and invitees of Tenant excepted) to occupy or use the Premises
or any portion  thereof,  without the written  consent of Landlord first had and
obtained,  which consent shall not be unreasonably withheld. In the event Tenant
desires to assign  this Lease or any  interest  therein or sublet all or part of
the Premises,  Tenant shall give Landlord  written notice thereof,  which notice
shall  include  (i) the name of the  proposed  assignee,  subtenant  or occupant
("Transferee"),  (ii) reasonable financial information regarding the Transferee,
(iii)  a  description  of the  Transferee's  business  to be  carried  on in the
Premises,  and (iv) the terms of the assignment or sublease and a description of
the portion of the Premises to be affected.  Tenant shall also provide  Landlord
such additional  information regarding the Transferee or the proposed assignment
or sublease as Landlord may reasonably request.

                  B. Notwithstanding the foregoing,  Tenant shall have the right
to assign or sublet  the  Premises,  or a  portion  thereof,  to a wholly  owned
affiliated company or subsidiary,  without the Landlord's consent.  Tenant shall
be  required,  however,  to give  written  notice to Landlord in advance of such
assignment  or sublet and to prepare  assignment  or sublet  agreements on forms
that are reasonably  satisfactory to Landlord. In no event shall such assignment
or sublet release Tenant from its obligations under the terms of this Lease.

                  C. Consent to one assignment, subletting, occupation or use by
any other person shall not be deemed to a consent to any subsequent  assignment,
subletting,  occupation or use by another  person.  Any assignment or subletting
without such consent  shall be void,  and shall,  at the option of the Landlord,
constitute a default under this Lease.

                  D. In the event Tenant  desires to assign this Lease or sublet
the  Premises  for a period in excess of five (5) years  (or,  if there are less
than five (5) years remaining in the term, for the entire remaining term of this
Lease),  Landlord  shall  have the  option,  in  Landlord's  sole  and  absolute
discretion,  exercisable  by giving  notice to Tenant at any time within  twenty
(20) days after  Landlord's  receipt of Tenant's notice to assign or sublet,  to
terminate  this Lease as to the portion of the Premises  which Tenant desires to
assign or sublease  (the  "Space") as of the date on which Tenant  desires to do
so, in which event Tenant shall be relieved of all further obligations hereunder
as to such Space as of the date of Landlord's notice.

                  E.  In  the  event  Landlord  consents  to  an  assignment  or
subletting,  fifty  percent  (50%) of any sums or other  economic  consideration
received  by  Tenant  as a  result  of such  assignment  or  subletting  (except
reasonable  leasing  commissions and rental or other payments received which are
attributable to the amortization of the cost of tenant  improvements made to the
Space by Tenant, at Tenant's cost) whether denominated rent or otherwise,  which
exceed in the aggregate the total sums which Tenant is obligated to pay Landlord
under this Lease (prorated as to any sublease to reflect  obligations  allocable
to that portion of the Premises  subject to such  sublease)  shall be payable to
Landlord as additional rent under this Lease,  without affecting or reducing any
other  obligation  of Tenant  hereunder.  Tenant  shall  deliver  to  Landlord a
statement  within  thirty (30) days after the end of each calendar year in which
any part of the Term occurs  specifying  as to such  calendar  year,  and within
thirty  (30) days  after the  expiration  or  earlier  termination  of the Term,
specifying  with respect to the elapsed  portion of the  calendar  year in which
such  expiration or termination  occurs,  each sublease and assignment in effect
during the period  covered by such  statement and, (i) the date of its execution
and delivery,  the number of square feet of the rentable  area demised  thereby,
and the term thereof;  and (ii) a computation  showing the amounts (if any) paid
and payable by Tenant to Landlord  pursuant to this  Section 13E with respect to
such sublease or assignment.

         14. HOLD HARMLESS.

                  A. Tenant shall indemnify and hold harmless  Landlord  against
and from any and all  claims  arising  from  Tenant's  use of  Premises  for the
conduct  of its  business  or from  any  activity,  work or  other  thing  done,
permitted or suffered by the Tenant in or about the Premises,  and shall further
indemnify and hold harmless Landlord against and from any and all claims arising
from any breach or default in the performance of any obligation on Tenant's part
to be  performed  under  the terms of this  Lease,  or  arising  from any act or
negligence of the tenant, or

                                       7
<PAGE>

any officer,  agent, employee,  guest or invitee of Tenant, and from and against
all cost,  attorney's  fees,  expenses and liabilities  incurred in or about any
such claim or any action or proceeding  brought thereon and in any case,  action
or proceeding brought against Landlord by reason of any such claim.  Tenant upon
notice  from  Landlord  shall  defend  the same at  Tenant's  expense by counsel
reasonably  satisfactory  to  Landlord.   Tenant  as  a  material  part  of  the
consideration  to  Landlord  hereby  assumes  all risk of damage to  property or
injury to  persons,  in, upon or about the  Premises,  from any cause other than
Landlord's  negligence  or willful act, and Tenant  hereby  waives all claims in
respect thereof against Landlord.

                  B.  Landlord or its agents  shall not be liable for any damage
to property  entrusted to employees of the  Building,  nor for loss or damage to
any property by theft or  otherwise,  nor for any injury to or damage to persons
or  property  resulting  from fire,  explosion,  falling  plaster,  steam,  gas,
electricity,  water  or  rain  which  may  leak  dampness  or  any  other  cause
whatsoever,  unless  caused  by or due to the  negligence  or  willful  acts  of
Landlord, its agents, servant or employees.  Landlord or its agents shall not be
liable for interference with the light or other incorporeal hereditaments,  less
of business by Tenant, nor shall Landlord be liable for any latent defect in the
Premises or in the Building. Tenant shall give prompt notice to Landlord in case
of fire or accidents in the Premises or in the Building or of defects therein or
in the fixtures or equipment.

         15.  SUBROGATION.  Landlord  and Tenant  hereby  mutually  waive  their
respective  rights of recovery  against each other for any loss insured by fire,
extended coverage and other property insurance policies existing for the benefit
of the respective parties. Each party shall obtain any special endorsements,  if
required by their insurer to evidence compliance with the aforementioned waiver.

         16. INSURANCE.  (a) Tenant shall, at Tenant's expense,  obtain and keep
in force  during  the term of this  Lease,  (1) a policy of  commercial  general
liability  insurance  insuring Landlord and Tenant against any liability arising
out of the  ownership,  use,  occupancy or  maintenance  of the Premises and all
areas appurtenant thereto with a minimum combined single limit of bodily injury,
personal   injury  and  property   damage   coverage  of  Two  Million   Dollars
($2,000,000),  (2) workers  compensation  insurance  as required by law, and (3)
Special Form insurance on Tenant's personal property,  equipment,  furniture and
fixtures. The limit of said insurance shall not, however, limit the liability of
the Tenant  hereunder.  Tenant may carry said insurance  under a blanket policy,
providing, however, said insurance by Tenant shall have a Landlord as Additional
Insured  endorsement  attached  thereto.  If Tenant  shall fail to  procure  and
maintain said insurance, Landlord may, but shall not be required to, procure and
maintain same, but at the expense of Tenant.

                  All the insurance required under this Lease shall:

                  A. Be issued by insurance companies  authorized to do business
in the State of California,  with a financial rating of at least an A++XV status
as rated in the most recent edition of Best's Insurance Reports.

                  B. Be issued as a primary policy.

                  C. Contain an endorsement  requiring thirty (30) days' written
notice  from the  insurance  company to both  parties and to  Landlord's  lender
before cancellation or change in the coverage, scope, or amount of any policy.

                  Each policy,  and a certificate  of the policy,  together with
evidence  of  payment of  premiums,  shall be  deposited  with  Landlord  at the
commencement of the term, and on renewal of the policy not less than twenty (20)
days before expiration of the term of the policy.

                           (b)  Landlord,  at its cost  (subject to the terms of
Section  4.7),  shall  maintain  (a)  commercial  general  liability  insurance,
including contractual  liability coverage,  with a minimum combined single limit
of bodily injury,  personal  injury and property  damage coverage of Two Million
Dollars  ($2,000,000.00),  insuring  against all  liability  of Landlord and its
authorized  representatives  arising  out of or in  connection  with  Landlord's
ownership of the Building; and (b) Special Form insurance providing coverage for
repair or replacement of the Building core and shell and all tenant improvements
in amounts no less  extensive  than the scope of casualty  insurance  carried by
owners of similar  first-class  office

                                       8
<PAGE>

buildings in Marin County California.  Landlord may satisfy its obligations with
respect to the  insurance  it is  required  to  maintain  hereunder  by means of
"blanket" and "excess liability" insurance policies.

         17. SERVICES AND UTILITIES.

                  A. Provided that Tenant is not in default hereunder,  Landlord
agrees to furnish to the Premises  five- (5-) day per week  janitorial  service.
Landlord shall also maintain and keep lighted, heated and air conditioned during
reasonable  hours of generally  recognized  business days,  the common  entries,
common  corridors,  common  stairs and  toilet  rooms in the  Building  of which
Premises are a part.  Landlord  shall not be liable for, and Tenant shall not be
entitled to, any reduction of rental by reason of Landlord's  failure to furnish
any of the foregoing when such failure is caused by accident, breakage, repairs,
strikes,  lockouts  or  other  labor  disturbances  or  labor  disputes  of  any
character,  or by any other cause, similar or dissimilar,  beyond the reasonable
control of Landlord.  Landlord shall not be liable under any circumstances for a
loss of or injury to property, however occurring,  through or in connection with
or incidental to failure to furnish any of the foregoing. Landlord shall use its
commercially  reasonable  efforts to operate the Building in a manner reasonably
intended to maximize operating  efficiency and economy to a standard  consistent
with other comparable office buildings in Marin County.

                  B. Tenant shall have  twenty-four-  (24-) hour per day, seven-
(7-) day per week access to its Premises.

                  C. Landlord shall provide  Tenant a monthly  allowance of $.11
per  usable  square  foot in the  Premises  (that  is,  $1,306.25;  $878.71  and
$3,005.20  for the  portions of the  Premises  located on the first,  second and
third floors of the Building,  respectively)  for Tenant's  electrical  service.
This  allowance  is  included  in the Base Rent as  defined in Article 5 of this
Lease. Landlord and Tenant recognize that Tenant's electrical service shall cost
in  excess  of Eleven  Cents  ($.11)  per  usable  square  foot per month due to
Tenant's heavy  electrical and air conditioning  requirements,  and Tenant shall
pay any such excess costs for electrical service.

                  D. The hours of operation of the heating and air  conditioning
system for the Building are as follows:

                    Monday through Friday:             7:00 a.m. to 6:00 p.m.
                    Saturdays:                         8:00 a.m. to 3:00 p.m.

                  E. In the event Tenant  requires the  operation of the heating
and air  conditioning  system  beyond  the  normal  hours of  operation  for the
Building,  Tenant shall  notify the Building  manager in advance of the required
extended hour usage,  and the Building manager shall program the heating and air
conditioning system to operate during the time period requested by Tenant.

                  F.  In  the  event  Tenant  shall  request  that  an  override
mechanism  be  installed  during the term of this Lease,  an override  mechanism
shall be installed on the heating and air conditioning system which services the
Premises.  The cost of this mechanism shall be paid by the Tenant at the time of
the  installation.  This  mechanism  shall allow  Tenant to have  control of the
heating  and air  conditioning  system for the  Premises in hours other than the
normal Building hours.

                  Along with the  override  mechanism,  an hourly meter shall be
attached to the  override  mechanism  which shall  measure  Tenant's  use of the
heating and air  conditioning  system  beyond the normal  Building  hours.  On a
monthly basis,  Landlord  shall charge Tenant for this usage by multiplying  the
number of hours used by the per hour  charge for  operating  the heating and air
conditioning system which shall be determined by Landlord's  electrical engineer
and heating and air conditioning contractor.

         18.  PROPERTY  TAXES.  Tenant  shall pay,  or cause to be paid,  before
delinquency,  any and all taxes  levied or  assessed  and which  become  payable
during the term  hereof upon all  Tenant's  leasehold  improvements,  equipment,
furniture,  fixtures and personal property located in the Premises;  except that
which has been paid for by Landlord, and is the standard of the Building. In the
event any or all of the Tenant's leasehold improvements,  equipment,  furniture,
fixtures and personal  property  shall be assessed and taxed with the  Building,
Tenant  shall pay to

                                       9
<PAGE>

Landlord its share of such taxes  within ten (10) days after  delivery to Tenant
by  Landlord of a statement  in writing  setting  forth the amount of such taxes
applicable to Tenant's property.

         19. RULES AND REGULATIONS.  Tenant shall faithfully  observe and comply
with the reasonable  rules and  regulations for the Building that Landlord shall
from time to time  promulgate.  A copy of the current Rules and  Regulations for
the Building is attached  hereto as Exhibit B. Landlord  reserves the right from
time to time to make all reasonable  modifications  to said rules. The additions
and modifications to those rules shall be binding upon Tenant upon delivery of a
copy of them to Tenant. Landlord shall not be responsible for the nonperformance
of any said rules by any other tenants or occupants.  The rules and  regulations
shall be applied equally to all tenants occupying the Building.

         20. HOLDING OVER. If Tenant remains in possession  after the expiration
or sooner termination of this Lease, all of the terms,  covenants and agreements
hereof  shall  continue  to apply and bind  Tenant so long as Tenant  remains in
possession insofar as the same are applicable,  except that if Tenant remains in
possession without  Landlord's  written consent  (regardless of whether Landlord
accepts rent payments in a lesser amount during such holdover period),  the Base
Rent shall be one hundred  twenty-five  percent  (125%) of the Base Rent payable
for the last  month of the  term,  prorated  on a daily  basis for each day that
Tenant remains in possession,  and Tenant shall indemnify  Landlord  against any
and all claims,  losses and  liabilities  for damages  resulting from failure to
surrender  possession,  including,  without  limitation,  any claims made by any
succeeding  tenant.  If Tenant  remains in possession  with  Landlord's  written
consent,  such tenancy shall be from month to month,  terminable by either party
on not less than thirty (30) days' written notice.

         21. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times
and upon not less than  twenty-four  (24) hours prior telephone notice except in
case of  emergency,  have the right to enter  the  Premises,  inspect  the same,
supply  janitorial  service and any other  service to be provided by Landlord to
Tenant hereunder,  to submit said Premises to prospective purchasers or tenants,
to post  notices  of  non-responsibility,  and to alter,  improve  or repair the
Premises  and any portion of the  Building of which the Premises are a part that
Landlord may deem necessary or desirable,  without abatement of rent and may for
that purpose erect  scaffolding and other necessary  structures where reasonably
required by the character of the work to be performed, always providing that the
entrance to the Premises  shall not be blocked  thereby,  and further  providing
that the  business  of the Tenant  shall not be  interfered  with  unreasonably.
Tenant hereby waives any claim for damages or for any injury or inconvenience to
or interference  with Tenant's business any loss of occupancy or quiet enjoyment
of the  Premises,  and  any  other  loss  occasioned  thereby.  For  each of the
aforesaid purposes, Landlord shall at all times have and retain a key with which
to unlock all of the doors in, upon and about the Premises,  excluding  Tenant's
vaults,  safes and files,  and specific,  secured,  sensitive  and  confidential
offices  and  Landlord  shall  have  the  right to use any and all  means  which
Landlord may deem proper to open said doors in any emergency, in order to obtain
entry to the  Premises  without  liability  to Tenant  except for any failure to
exercise due care for Tenant's  property.  Any entry to the Premises obtained by
Landlord by any of said means, or otherwise shall not under any circumstances be
construed or deemed to be a forcible or unlawful  entry into,  or a detainer of,
the Premises, or an eviction of Tenant from the Premises or any portion thereof.

         22. RECONSTRUCTION.

                  A. In the  event the  Premises  or the  Building  of which the
Premises are a part are damaged by fire or other perils  covered by Special Form
insurance,  Landlord  agrees to forthwith  repair the same (which  repairs shall
include damage to the Building core and shell and all tenant improvements),  and
this Lease shall  remain in full force and effect,  except that Tenant  shall be
entitled to a  proportionate  reduction of the rent while such repairs are being
made,  such  proportionate  reduction  to be based  upon the extent to which the
making of such repairs shall  materially  interfere with the business carried on
by Tenant in the  Premises.  If the  damage  is due to the fault or  neglect  of
Tenant or its employees, there shall be no abatement of rent.

                  B. In the  event the  Premises  or the  Building  of which the
Premises  are a part are  damaged as a result of any cause other than the perils
covered by fire or extended  coverage  insurance,  then Landlord shall forthwith
repair the same provided the extent of the destruction be less than thirty-three
(33%) of the then full replacement cost of the Premises or the Building of which
the Premises  are a part.  In the event the  destruction  of the Premises or the
Building is to

                                       10
<PAGE>

an extent greater than  thirty-three  (33%) of the full  replacement  cost, then
Landlord shall have the option (1) to repair or restore such damage,  this Lease
continuing in full force and effect, but the rent to be proportionately  reduced
as  hereinabove  in this Article  provided;  or (2) give notice to Tenant at any
time within sixty (60) days after such damage  terminating  this Lease as of the
date specified in such notice,  which date shall be no less than thirty (30) and
no more than sixty (60) days  after the giving of such  notice.  In the event of
giving such  notice,  this Lease shall  expire and all interest of the Tenant in
the  Premises  shall  terminate  on the date so specified in such notice and the
Rent, reduced by a proportionate amount, based upon the extent, if any, to which
such damage materially  interfered with the business carried on by the Tenant in
the Premises, shall be paid up to date of such termination.

                  C. Notwithstanding  anything to the contrary contained in this
Article  22,  Landlord  shall  not have any  obligation  whatsoever  to  repair,
reconstruct  or restore any damage to the Premises  resulting  from any casualty
covered under this Article 22 which occurs during the last twelve (12) months of
the term of this Lease or any extension thereof.

                  D. Tenant  shall  repair any injury or damage by fire or other
cause,  and make any  repairs to or  replacements  of Tenant's  trade  fixtures,
equipment,  furniture or personal property. Landlord shall have no obligation to
make any such repairs or replacements.

                  E. Except for abatement of rent as provided above,  the Tenant
shall not be entitled to any  compensation  or damages from Landlord for loss of
the use of the whole or any part of the Premises,  Tenant's personal property or
any inconvenience or annoyance occasioned by such damage, repair, reconstruction
or restoration.

         23.  DEFAULT.  The  occurrence of any or more of the  following  events
shall constitute a default and breach of this Lease by Tenant:

                  A. The  vacating  or  abandonment  of the  Premises by Tenant,
except in cases when Tenant is current with all rental payments.

                  B. The  failure  by Tenant to make any  payment of rent or any
other payment  required to be made by Tenant  hereunder,  as and when due, where
such failure shall  continue for a period of ten (10) days after written  notice
thereof by Landlord to Tenant.

                  C. The  failure by Tenant to  observe  or  perform  any of the
covenants, conditions or provisions of this Lease to be observed or performed by
the Tenant,  other than described in Sections 23.A. and 23.B. above,  where such
failure  shall  continue for a period of thirty (30) days after  written  notice
thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's
default is such that more than thirty (30) days are reasonably  required for its
cure, then Tenant shall not be deemed to be in default if Tenant  commences such
cure within said thirty  (30) day period and  thereafter  diligently  prosecutes
such cure to completion.

                  D. The making by Tenant of any general  assignment  or general
arrangement for the benefit of creditors,  or the filing by or against Tenant of
a petition to have Tenant adjudged a bankrupt,  or a petition or  reorganization
or arrangement  under any law relating to bankruptcy  (unless,  in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days); or
the appointment of a trustee or a receiver to take  possession of  substantially
all of Tenant's  assets located at the Premises or of Tenant's  interest in this
Lease,  where  possession  is not restored to Tenant within thirty (30) days; or
the  attachment,  execution or other judicial  seizure of  substantially  all of
Tenant's assets located at the Premises or of Tenant's  interests in this Lease,
where such seizure is not discharged in thirty (30) days.

         24. REMEDIES IN DEFAULT. In the event of a default by Tenant, Landlord,
at any time thereafter,  may give a written termination notice to Tenant, and on
the date  specified in such notice  (which shall be not less than three (3) days
after the giving of such notice),  Tenant's right to possession  shall terminate
and  this  Lease  shall  terminate,  unless  on or  before  such  date  all sums
identified  in such three (3) day notice  have been paid by Tenant and all other
breaches  of this  Lease by Tenant at the time  existing  shall  have been fully
remedied to the  satisfaction  of Landlord.  If Landlord  terminates  this Lease
pursuant to the  provisions of this Section,  Landlord shall have all the rights
and remedies of a landlord  provided by Section 1951.2 of the  California  Civil
Code or any successor code section.  Upon such  termination,  in addition to any
other rights and remedies to which  Landlord  may be entitled  under  applicable
law, Landlord may recover

                                       11
<PAGE>

from  Tenant:  (a) the worth at the time of award of the  unpaid  rent which had
been  earned at the time of  termination;  (b) the worth at the time of award of
the  amount by which  the  unpaid  rent  which  would  have  been  earned  after
termination  until the time of award  exceeds  the amount of such rent loss that
Tenant proves could have been reasonably  avoided;  (c) the worth at the time of
award of the amount by which the unpaid rent for the balance of the term of this
Lease  after the time of award  exceeds the amount of such rent loss that Tenant
proves  could  be  reasonably  avoided;  and (d)  any  other  reasonable  amount
necessary to  compensate  Landlord for all the detriment  proximately  caused by
Tenant's  failure to perform  its  obligations  under this Lease or which in the
ordinary course of things would be likely to result therefrom. The "worth at the
time of award" of the amounts  referred to in clauses (a) and (b) above shall be
computed by  allowing  interest  at the lesser of (i) twelve  percent  (12%) per
annum,  or (ii) the highest rate  permitted by applicable  law. The worth at the
time of award of the amount referred to in clause (c) above shall be computed by
discounting  such  amount at a rate equal to the  discount  rate of the  Federal
Reserve  Board of San  Francisco at the time of award plus one percent  (1%). If
Tenant has breached this Lease and abandoned the Premises, Landlord may elect to
exercise its rights  pursuant to  California  Civil Code  Section  1951.4 and to
continue  this  Lease in  effect  for so long as  Landlord  does  not  terminate
Tenant's  right to  possession,  and  Landlord  may  enforce  all its rights and
remedies under this Lease, including the right to recover the rent as it becomes
due under this Lease.  Acts of maintenance or  preservation  or efforts to relet
the Premises or the  appointment  of a receiver  upon  initiative of Landlord to
protect Landlord's  interest under this Lease shall not constitute a termination
of  Tenant's  right to  possession.  No act of  either  party or its  authorized
representatives  shall  constitute  acceptance  of a surrender  of the  Premises
unless  that intent is  specifically  acknowledged  in a writing  signed by both
parties.

         25.  EMINENT  DOMAIN.  If more than  twenty-five  (25%)  percent of the
Premises shall be taken or appropriated by any public or quasi-public  authority
under the power of eminent domain,  either party hereto shall have the right, at
its option,  to terminate this Lease,  and Landlord shall be entitled to any and
all income,  rent, award or any interest therein whatsoever which may be paid or
made in connection with such public or quasi-public  use or purpose,  and Tenant
shall have no claim against Landlord for the value of any unexpired term of this
Lease.  If either  less  than or more  than  twenty-five  (25%)  percent  of the
Premises is taken, and neither party elects to terminate as herein provided, the
rental  thereafter  to be paid shall be  equitably  reduced.  If any part of the
Building other than the Premises may be so taken or appropriated, Landlord shall
have the right at its option to  terminate  this Lease and shall be  entitled to
the entire award as above provided.  Notwithstanding the foregoing, Tenant shall
be entitled  to that  portion of any  condemnation  award made  specifically  on
account of Tenant's relocation  expenses,  increased rental costs,  improvements
contracted at Tenant's expense or disruption of Tenant's business.

         26. ESTOPPEL CERTIFICATE.  At any time and from time to time, but in no
event on less than ten (10) days prior written request by Landlord, Tenant shall
execute,   acknowledge  and  deliver  to  Landlord,  promptly  upon  request,  a
certificate certifying: (a) that Tenant has accepted the Premises (or, if Tenant
has not done so, that Tenant has not accepted the Premises,  and  specifying the
reasons therefor);  (b) the commencement and expiration dates of this Lease; (c)
whether there are then existing any defaults by Landlord in the  performance  of
its  obligations  under this Lease (and, if so,  specifying the same);  (d) that
this Lease is  unmodified  and in full force and effect  (or, if there have been
modifications,  that this Lease is in full force and effect,  as  modified,  and
stating  the date and  nature of each  modification);  (e) the  capacity  of the
person  executing such  certificate,  and that such person is duly authorized to
execute  the same on behalf of Tenant;  (f) the date,  if any, to which rent and
other  sums  payable  hereunder  have been  paid;  (g) that no  notice  has been
received  by  Tenant  of any  default  which  has not been  cured,  except as to
defaults  specified in the  certificate;  (h) the amount of any security deposit
and prepaid rent;  and (i) such other matters as may be reasonably  requested by
Landlord.  Any such certificate may be relied upon by any prospective purchaser,
mortgagee or beneficiary  under any deed of trust  affecting the Building or any
part thereof.

         27.  PARKING.  Tenant shall have the right to use, in common with other
tenants or occupants of the Building, the parking facilities of the Building.

         28.   COMMUNICATIONS   INSTALLATION.   Tenant  has  installed   certain
communications  equipment  on the roof of the  Building.  On or before  the Term
Expiration Date or earlier  termination of this Lease,  Tenant, at Tenant's sole
cost  and  expense,  shall  remove  such

                                       12
<PAGE>

communications equipment and shall, forthwith and with all due diligence, repair
any damage to the Premises or the Building caused by such removal.

         29. AUTHORITY OF PARTIES; LIMITATION.

                  A. Authority.  Each individual  executing this Lease on behalf
of either party  represents  and warrants  that he or she is duly  authorized to
execute and deliver this Lease on behalf of such party.

                  B.  Limitation of Liability.  It is understood and agreed that
any recovery  made upon any claim by Tenant  against  Landlord  shall be limited
solely to  Landlord's  ownership  interest  of  Landlord  in the  Building,  and
furthermore,  Tenant  expressly waives any and all rights to proceed against the
other  assets  of  Landlord,   or  against  any  trustee,   employee,   partner,
shareholder,  director or agent of Landlord.  Nothing in this Lease  imposes any
obligation  on Tenant to be  responsible  or liable for, and  Landlord  releases
Tenant from any liability for, consequential damages suffered by Landlord.

         30. GENERAL PROVISIONS.

                  A. Plats and Riders. Clauses, plats and riders, if any, signed
by the  Landlord  and the Tenant and endorsed on or affixed to this Lease are by
this reference made a part hereof.

                  B.  Waiver.  The waiver by Landlord  of any term,  covenant or
condition  herein  contained  shall not be  deemed to be a waiver of such  term,
covenant or  condition on any  subsequent  breach of the same or any other term,
covenant or condition  herein  contained.  The  subsequent  acceptances  of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term,  covenant  or  condition  of this  Lease,  other than the
failure of the Tenant to pay the  particular  rental so accepted,  regardless of
Landlord's  knowledge of such preceding  breach at the time of the acceptance of
such rent.

                  C.  Notices.  All notices  and demands  which may or are to be
required or permitted to be given by either party to the other  hereunder  shall
be in writing.  All notices and demands by the  Landlord to the Tenant  shall be
sent by United  States  Mail,  postage  prepaid,  addressed to the Tenant at 200
Smith Ranch Road, San Rafael,  California 94903, Attention:  General Counsel, or
to such other  places as Tenant may from time to time  designate  in a notice to
the  Landlord.  All notices and demands by the Tenant to the  Landlord  shall be
sent by United States Mail,  postage  prepaid,  addressed to the Landlord at 100
Smith Ranch Road,  Suite 325,  San Rafael,  California  94903,  or to such other
person or place as the Landlord  may from time to time  designate in a notice to
the Tenant.

                  D.  Joint  Obligation.  If there be more than one  Tenant  the
obligations hereunder imposed upon Tenants shall be joint and several.

                  E. Marginal Headings.  The marginal headings and titles to the
Articles  of this  Lease are not a part of this  Lease and shall  have no effect
upon the construction or interpretation of any part hereof.

                  F. Time.  Except with  respect to the delivery of the Premises
to  Tenant,  time  is of the  essence  of this  Lease  and  each  and all of its
provisions in which performance is a factor.

                  G. Successors and Assigns. The covenants and conditions herein
contained,  subject to the  provisions as to  assignment,  apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

                  H. Recordation.  Neither Landlord nor Tenant shall record this
Lease or a short form memorandum hereof without the prior written consent of the
other party.

                  I. Quiet  Possession.  Upon  Tenant  paying the rent  reserved
hereunder and observing and  performing  all of the  covenants,  conditions  and
provisions on Tenant's part to be observed and performed hereunder, Tenant shall
have quiet possession of the Premises for the entire term hereof, subject to all
the provisions of this Lease.

                  J. Hazardous  Materials.  Landlord hereby  represents that, to
the  best of  Landlord's  actual  knowledge,  there  are no  hazardous  or toxic
materials on the real  property on

                                       13
<PAGE>

which the  Building and Regency I are  located,  nor, to the best of  Landlord's
actual  knowledge,  have any hazardous or toxic materials been removed from such
real property.  Notwithstanding  the  foregoing,  Tenant has been advised and is
aware that  property  adjacent to the  Building  has  previously  been used as a
sanitary landfill.

                  K. Late Charges.  Tenant hereby acknowledges that late payment
by Tenant to Landlord of rent or other sums due hereunder will cause Landlord 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 upon
Landlord  by  terms  of any  mortgage  or  trust  deed  covering  the  Premises.
Accordingly, if any installment of rent or of a sum due from Tenant shall not be
received  by  Landlord or  Landlord's  designee  within ten (10) days after said
amount is past due,  then Tenant  shall pay to  Landlord a late charge  equal to
five (5%) percent of such  overdue  amount.  The parties  hereby agree that such
late charges represent a fair and reasonable  estimate of the cost that Landlord
will  incur by reason of the late  payment by  Tenant.  Acceptance  of such late
charges by Landlord  shall in no event  constitute a waiver of Tenant's  default
with respect to such overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies granted hereunder.

                  L. Prior Agreements. This Lease contains all of the agreements
of the parties  hereto with  respect to any matter  covered or mentioned in this
Lease, and no prior  agreements or understanding  pertaining to any such matters
shall be effective for any purpose. No provision of this Lease may be amended or
added to except by an agreement in writing signed by the parties hereto or their
respective successors in interest.  This Lease shall not be effective or binding
on any party until fully executed by both parties hereto.

                  M. Inability to Perform. This Lease and the obligations of the
Tenant  hereunder  shall not be  affected or  impaired  because the  Landlord is
unable to fulfill any of its obligations hereunder or is delayed in doing so, if
such inability or delay is caused by reason of strike,  labor troubles,  acts of
God, or any other cause beyond the reasonable control of the Landlord.

                  N.  Attorneys'  Fees. In the event of any action or proceeding
brought by either party against the other under this Lease the prevailing  party
shall be entitled to recover all costs and  expenses  including  the fees of its
attorneys in such action or  proceeding  in such amount as the court may adjudge
reasonable as attorneys' fees.

                  O. Sale of Premises by  Landlord.  In the event of any sale of
the Building, Landlord shall be and is hereby entirely freed and relieved of all
liability  under any and all of its  covenants and  obligations  contained in or
derived from this Lease arising out of any act, occurrence or omission occurring
after the  consummation  of such sale;  and the  purchaser,  at such sale or any
subsequent sale of the Premises shall be deemed,  without any further  agreement
between the parties or their  successors  in interest or between the parties and
any such  purchaser  to have  assumed and agreed to carry out any and all of the
covenants and obligations of the Landlord under this Lease.

                  P. Subordination and Attornment. Upon request of the Landlord,
Tenant will in writing subordinate its rights hereunder to the lien of any first
mortgage  or deed of trust  to any  bank,  insurance  company  or other  lending
institution, now or hereafter in force against the real property and Building of
which the Premises are a part, and upon any buildings  hereafter placed upon the
real  property of which the  Premises are a part,  and to all  advances  made or
hereafter  to  be  made  upon  the  security   thereof.   Notwithstanding   such
subordination,  neither  Tenant's right to quiet  possession of the Premises nor
this Lease shall be disturbed or affected if Tenant is not in default  hereunder
and so long as Tenant  shall pay the rent and  observe  and  perform  all of the
provisions of this Lease, unless this Lease is otherwise  terminated pursuant to
its terms.

                  Q.  Foreclosure.  In the event any proceedings are brought for
foreclosure, or in the event of the exercise of power of sale under any mortgage
or deed of trust made by the Landlord  covering the  Premises,  the Tenant shall
attorn to the purchaser  upon any such  foreclosure  or sale and recognize  such
purchaser as the Landlord under this Lease.

                                       14
<PAGE>

                  R. Name.  Tenant  shall not use the name of the Building or of
the  development in which the Building is situated and is a part for any purpose
other than as an address of the  business to be  conducted  by the Tenant in the
Premises.

                  S. Separability. Any provision of this Lease which shall prove
to be invalid,  void or illegal shall in no way affect, impair or invalidate any
other  provision  hereof and such other provision shall remain in full force and
effect.

                  T. Cumulative Remedies.  No remedy or election hereunder shall
be deemed exclusive but shall,  wherever possible,  be cumulative with all other
remedies at law or in equity.

                  U. Choice of Law.  This Lease shall be governed by the laws of
the State of California.

                  V. Signs and  Auctions.  Tenant  shall not place any sign upon
the Premises or the Building or conduct any auction thereon  without  Landlord's
prior written  consent,  provided,  however,  that Landlord  hereby approves all
identifying signage in place at the Building as of the date of this Lease.

                  W. Operating Policies. During the Term of this Lease, Landlord
shall operate and maintain the Building in a manner  reasonably  consistent with
first-class office buildings located in Marin County.

         31. BROKERS.  Tenant warrants that it has had no dealings with any real
estate  brokers or agents in connection  with the  negotiation of this Lease and
Tenant knows no real estate  broker or agent who is entitled to a commission  in
connection with this Lease.

         32. RIGHT OF FIRST OFFER.

                  A. Exercise of Right.

                           (i)  If  at  any  time  any  space  in  the  Building
(excluding  the Premises) is Available  (as  hereinafter  defined),  or Landlord
reasonably  believes  the same is to  become  Available  (any such  space  being
hereinafter referred to as the "Expansion Space"), Landlord shall deliver notice
thereof to Tenant (each an "Expansion  Notice")  setting forth a description  of
such Expansion  Space,  the rentable  square  footage of such  Expansion  Space,
Landlord's   determination   of  the  Expansion  Space  Fair  Market  Value  (as
hereinafter  defined) for such Expansion Space and the date Landlord anticipates
that such Expansion  Space will become  available for leasing (the  "Anticipated
Expansion Space Commencement  Date").  Provided all of the conditions  precedent
set forth in Section  32A(iii) are  satisfied  by Tenant,  Tenant shall have the
option  (each  an  "Expansion   Option"),   exercisable  by  Tenant   delivering
irrevocable notice to Landlord (each an "Acceptance Notice") within fifteen (15)
business days following  Landlord's delivery of the applicable Expansion Notice,
time being of the essence,  to lease the Expansion  Space that is the subject of
such Expansion Notice. An Expansion Option may be exercised only with respect to
all of the Expansion Space that is the subject of an Expansion Notice. If Tenant
fails to  timely  give an  Acceptance  Notice,  Tenant  shall be  deemed to have
rejected  Landlord's offer to lease the applicable  Expansion Space and Landlord
shall have no further  obligation  and Tenant shall have no further  rights with
respect to such Expansion Space during the Term.

                           (ii) (a)  "Available"  shall mean that at the time in
question (x) no party leases or occupies the applicable Expansion Space, whether
pursuant  to a lease or other  agreement,  and (y) no party  holds any option or
right to lease or occupy the applicable  Expansion  Space, or to renew its lease
or right of occupancy  thereof.  So long as a tenant or other occupant leases or
occupies the applicable  Expansion  Space,  Landlord shall be free to extend any
such  tenancy  or  occupancy,  whether  or not  pursuant  to a  lease  or  other
agreement, and such space shall not be deemed to be Available. In no event shall
Landlord  be liable to Tenant  for any  failure by any then  existing  tenant or
occupant to vacate any Expansion Space. From and after the date hereof, Landlord
shall not grant any rights to any tenant or other  occupant of the Building with
respect to any Expansion  Space unless such rights are subordinate to the rights
granted Tenant  hereunder,  except (1) to tenants or other occupants  leasing or
occupying the applicable  Expansion  Space as of the date hereof,  or (2) to new
tenants or occupants of the applicable Expansion Space after Landlord shall have
offered such Expansion  Space to Tenant pursuant to this Section 32. Nothing set
forth in this Section 32 shall be deemed to limit

                                       15
<PAGE>

Landlord's right to keep space in the Building vacant if Landlord elects, in its
sole  discretion,  to do so,  and such  vacant  space  shall not be deemed to be
Available.

                                    (b)  "Expansion  Space  Fair  Market  Value"
shall mean, with respect to each Expansion  Space, the fair market annual rental
value  of such  Expansion  Space  at the  commencement  of the  leasing  of such
Expansion  Space  for a  term  commencing  on  the  applicable  Expansion  Space
Commencement Date (as hereinafter defined) and ending on the Expiration Date, as
reasonably  determined  by  Landlord  based on  comparable  space in  comparable
buildings,  including all of Landlord's  services provided for in this Lease and
with (x) such Expansion Space  considered as vacant and in the "as is" condition
which same shall be in on the applicable  Expansion Space Commencement Date, and
(y) the Base  Year  being  the  calendar  year  commencing  on the  January  1st
immediately   preceding  the  applicable   Expansion  Space  Commencement.   The
calculation of Expansion  Space Fair Market Value shall also be adjusted to take
into account that Landlord will grant to Tenant an improvement allowance of Five
Dollars ($5.00) per usable square foot of the Expansion Space.

                           (iii)  Tenant  shall  have no  right to  exercise  an
Expansion  Option unless all of the following  conditions have been satisfied on
the date the  applicable  Acceptance  Notice is delivered and on the  applicable
Expansion Space Commencement Date:

                                    (a) no default  shall have  occurred  and be
continuing; and

                                    (b) the Tenant  named herein  (i.e.,  First,
Isaac and Company, Incorporated) shall not have assigned this Lease and shall be
in  occupancy  of at least  ninety  percent  (90%) of the  rentable  area of the
Premises.

                           (iv)  Effective  as of the  date  on  which  Landlord
delivers to Tenant  vacant  possession  of an  Expansion  Space for which Tenant
shall have  exercised an Expansion  Option (with respect to each such  Expansion
Space, the "Expansion Space Commencement  Date"), the applicable Expansion Space
shall become part of the Premises  upon all of the terms and  conditions of this
Lease, except:

                                    (a)  Base  Rent  shall be  increased  by the
Expansion  Space  Fair  Market  Value  for the  applicable  Expansion  Space  as
determined in accordance with this Section 32.

                                    (b)  Tenant  shall pay all  additional  rent
payable under this Lease with respect to the applicable  Expansion Space, except
that: (x) the Base Year shall be the calendar year commencing on the January 1st
immediately  preceding the applicable Expansion Space Commencement Date, and (y)
Tenant's  proportionate share of increases in Direct Expenses and Taxes shall be
adjusted to reflect the  rentable  square  footage of such  Expansion  Space set
forth in the applicable Expansion Notice.

                                    (c)  The  rentable  square  footage  of  the
Expansion Space shall be as set forth in the applicable  Expansion Notice (which
the parties agree shall be the rentable  square footage of such Expansion  Space
for all purposes of this Lease).

                                    (d) The applicable  Expansion Space shall be
delivered  in its "as is"  condition,  and  Landlord  shall not be  obligated to
perform  any work with  respect  thereto or make any  contribution  to Tenant to
prepare such Expansion Space for Tenant's occupancy,  other than an amount equal
to Five Dollars ($5.00) per usable square foot.

                                    (e) The applicable  Expansion Space shall be
added to and be  deemed  to be part of the  Premises  for all  purposes  of this
Lease.

                           (v)  Landlord  shall  use   commercially   reasonable
efforts to obtain and  deliver to Tenant  vacant  possession  of each  Expansion
Space for which Tenant has  delivered  an  Acceptance  Notice by the  applicable
Anticipated  Expansion  Space  Commencement  Date;  including,  but not limited,
initiating legal action against such tenant.  Notwithstanding anything set forth
in this Section 32 to the  contrary,  if Landlord  fails to tender the Expansion
Space to Tenant  within  one  hundred  twenty  (120)  days  after  the  proposed
Expansion  Space  Commencement  Date, then Tenant shall have the right to revoke
its exercise of the Expansion Space option within thirty (30) days following the
expiration of such one hundred twenty (120) day period.

                                       16
<PAGE>

                           (vi) Landlord and Tenant,  at either party's request,
shall  promptly  execute and exchange an  appropriate  agreement  evidencing the
leasing  of each  Expansion  Space and the terms  thereof  in a form  reasonably
satisfactory to both parties,  but no such agreement shall be necessary in order
to make the provisions hereof effective.

                  B.   Arbitration.   If   Tenant   shall   dispute   Landlord's
determination  of the Expansion Space Fair Market Value for any Expansion Space,
Tenant  shall  give  notice of such  dispute in the  Acceptance  Notice for such
Expansion Space. If within ten (10) business days following  Landlord's  receipt
of the  Acceptance  Notice  Landlord  and Tenant  are  unable to  resolve  their
disagreement  concerning the  determination  of the Expansion  Space Fair Market
Value, then such dispute shall be determined by a single arbitrator appointed in
accordance  with the American  Arbitration  Association  Commercial  Arbitration
Rules who shall be  appointed  by the  parties  within  ten (10)  business  days
following the  expiration  of the  foregoing  ten (10) business day period.  The
arbitrator  shall be  impartial  and shall  have not less  than ten (10)  years'
experience  in the  County  of Marin in a  calling  related  to the  leasing  of
commercial office space in office buildings comparable to the Building,  and the
fees of the  arbitrator  shall be shared by Landlord and Tenant.  Within  thirty
(30) days following the appointment of the arbitrator, Landlord and Tenant shall
attend a hearing before the arbitrator at which each party shall submit a report
setting forth its determination of the Expansion Space Fair Market Value for the
applicable Expansion Space, together with such information on comparable rentals
and such other evidence as such party shall deem relevant. The arbitrator shall,
within  thirty (30) days  following  such  hearing and  submission  of evidence,
render his or her decision by selecting the determination of the Expansion Space
Fair Market Value  submitted by either Landlord or Tenant which, in the judgment
of the  arbitrator,  most nearly  reflects the Expansion Space Fair Market Value
for the  applicable  Expansion  Space.  The  arbitrator  shall  have no power or
authority  to select  any  Expansion  Space  Fair  Market  Value  other  than an
Expansion  Space Fair Market Value  submitted by Landlord or Tenant or to modify
any of the  terms  and  provisions  of  this  Lease,  and  the  decision  of the
arbitrator  shall be final and binding upon  Landlord  and Tenant.  Prior to the
determination  of the arbitrator,  Tenant shall pay Fixed Rent on account of the
applicable Expansion Space in an amount equal to Landlord's determination of the
Expansion  Space Fair  Market  Value for the  applicable  Expansion  Space,  and
following the arbitrator's final determination, the amount of any overpayment or
underpayment shall be adjusted between the parties.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the
dates set forth  below and this Lease  shall be  effective  on the later of such
dates.

The Joseph and Eda Pell Revocable Trust   Fair, Isaac and Company, Incorporated,
                                          a Delaware corporation

By:      /s/ Joseph Pell                  By:    /s/ Henk J. Evenhuis
         -------------------------               ---------------------------
         Joseph Pell
Its:     Trustee                          Its:          CFO
                                                 ---------------------------

By:      /s/ Eda Pell                     Date:    June 1, 2001
         -------------------------
         Eda Pell
Its:     Trustee

Date:    June 13, 2001


                                       17

<PAGE>


                                   EXHIBIT A-1

                              FIRST FLOOR PREMISES



<PAGE>


                                   EXHIBIT A-2

                              SECOND FLOOR PREMISES



<PAGE>


                                   EXHIBIT A-3

                              THIRD FLOOR PREMISES



<PAGE>


                                    EXHIBIT B

                              RULES AND REGULATIONS


         1. No sign, notice,  picture,  advertisement,  name or placard shall be
inscribed,  displayed  or printed or affixed on or to any part of the outside or
inside of the Building without the written consent of the Landlord first had and
obtained  and  Landlord  shall have the right to remove any such sign,  placard,
picture,  advertisement,  name or notice without notice to and at the expense of
Tenant.  All approved  signs or  lettering  on doors shall be printed,  painted,
affixed  or  inscribed  at the  expense  of  Tenant by a person  approved  of by
Landlord.  Tenant shall not place  anything or allow  anything to be placed near
the glass of any window, door, partition or wall which may appear unsightly from
outside the Premises; provided, however, that Landlord may furnish and install a
Building  standard  window  covering at all exterior  windows.  Tenant shall not
without prior written consent, which consent shall not be unreasonably withheld,
of Landlord cause or otherwise sunscreen any window.

         2. The sidewalks,  halls,  passages,  exits,  entrances,  elevators and
stairways  shall not be obstructed by any of the tenants or used by them for any
purpose other than for ingress and egress from their respective Premises.

         3.  Tenant  shall not alter any lock or install  any new or  additional
locks without  permission of Landlord,  whose consent shall not be  unreasonably
withheld, or any bolts on any doors or windows of the Premises.

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

         5. Tenant  shall not  overload  the floor of the Premises or in any way
deface the Premises or any part thereof.

         6. No furniture, freight or equipment of any kind shall be brought into
the  Building  without the prior  notice to Landlord  and all moving of the same
into or out of the  Building  shall be done at such  time and in such  manner as
Landlord shall designate. Notwithstanding the above, Tenant shall have the right
to move  furniture,  freight or equipment  into and out of the Building  without
prior notice to Landlord,  provided that such moves do not involve exclusive use
of an elevator for an extended  period of time, nor does the move interfere with
the operation of other tenants in the Building. Landlord shall have the right to
prescribe the weight,  size and position of all safes and other heavy  equipment
brought  into the  Building  and also the times and manner of moving the same in
and out of the  Building.  Safes or other heavy  objects  shall,  if  considered
necessary  by Landlord,  stand on supports of such  thickness as is necessary to
properly distribute the weight.  Landlord will not be responsible for loss of or
damage to any such safe or  properly  from any cause and all damage  done to the
Building  by moving or  maintaining  any such  safe or other  property  shall be
repaired at the expense of the Tenant.

         7. Tenant shall not use,  keep or permit to be used or kept any foul or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants  of the  Building  by reason of noise,  odors  and/or  vibrations,  or
interfere in any way with other tenants or those having  business  therein,  nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building.

         8. No cooking, except for microwave and coffee machines,  shall be done
or permitted by any Tenant on the  Premises,  nor shall the Premises be used for
the  storage of  merchandise,  for  washing  clothes,  for  lodging,  or for any
improper, objectionable or immoral purposes.

         9. Tenant  shall not use or keep in the  Premises of the  Building  any
kerosene,  gasoline or inflammable or combustible fluid or material,  or use any
method of heating or air conditioning other than that supplied by Landlord.
<PAGE>

         10. Landlord will direct electricians as to where and how telephone and
telegraph  wires are to be  introduced.  No boring or cutting  for wires will be
allowed  without  the  consent  of the  Landlord,  which  consent  shall  not be
unreasonably withheld.  The location of telephones,  call boxes and other office
equipment  affixed to the Premises shall be subject to the approval of Landlord,
which consent shall not be unreasonably withheld.

         11. On Saturdays, Sundays and legal holidays, and on other days between
the hours of 6:00 p.m. and 8:00 a.m. the following day,  access to the Building,
or to the halls,  corridors,  elevators or stairways in the Building,  or to the
Premises may be refused  unless the person seeking access is known to the person
or employee of the Building in charge and has a pass or is properly  identified.
The Landlord shall in no case be liable for damages for any error with regard to
the  admission  to or  exclusion  from the  Building of any  person.  In case of
invasion,  mob,  riot,  public  excitement,  or other  commotion,  the  Landlord
reserves the right to prevent access to the Building  during the  continuance of
the same by closing of the doors or otherwise, for the safety of the tenants and
protection of property in the Building and the Building.

         12.  Landlord  reserves the right to exclude or expel from the Building
any person  who,  in the  judgment  of  Landlord,  is  intoxicated  or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of any of the rules and regulations of the Building.

         13.  No  vending  machine  or  machines  of any  description  shall  be
installed,  maintained or operated upon the Premises without the written consent
of the Landlord, which consent shall not be unreasonably withheld.

         14.  Landlord  shall have the  right,  exercisable  without  notice and
without  liability  to  Tenant,  to change  the name and  street  address of the
Building of which the Premises are a part.

         15. Tenant shall not disturb,  solicit,  or canvass any occupant of the
Building and shall cooperate to prevent same.

         16. Without the written  consent of Landlord,  Tenant shall not use the
name of the  Building in  connection  with or in promoting  or  advertising  the
business of Tenant except as Tenant's address.

         17.  Landlord  shall have the right to control  and  operate the public
portions  of the  Building,  and the  public  facilities,  and  heating  and air
conditioning, as well as facilities furnished for the common use of the tenants,
in such manner as it deems best for the benefit of the tenants generally.

         18. All entrance  doors in the  Premises  shall be left locked when the
Premises are not in use, and all doors opening to public corridors shall be kept
closed except for normal ingress and egress from the Premises.

         19.  Landlord  shall have the right to enter  into,  and  Tenant  shall
comply with the terms of, such  reciprocal  easement  and/or parking  agreements
with owners of adjoining  properties as Landlord shall deem  appropriate for the
benefit of the Building.


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