<PAGE>

                                                                   EXHIBIT 10.22

                                 SUBLEASE AGREEMENT

     This Sublease Agreement is made and entered into the 29th day of August ,
     1997 by and between Wyse Technology Inc. (hereinafter "Sublessor" or
     "Wyse") Digital Microwave Corporation (hereinafter "Sublessee" or "DMC")
     and Wyse Technology Investments Inc. (hereinafter "Landlord" or "WTI").
     
     For consideration of the rent, covenants, agreements and conditions herein
     contained, Sublessor, Sublessee and the Landlord hereby agree as follows:


     1 .  Subleased Premises.  Wyse leases from Landlord certain premises which
          contain 167,200 square feet in the building located at 3475 North
          First St., San Jose, CA 95134 (hereinafter referred to as "Premises")
          which are the subject of that certain Lease dated March 19, 1993
          between Wyse and Landlord.  Wyse hereby subleases to DMC, and DMC
          hereby subleases from Wyse, for the term and upon conditions herein
          after set forth, the Subleased Premises, as shown on the drawing
          attached hereto as Exhibit A and incorporated herein by this
          reference.  The Subleased Premises contains 62,023 rentable square
          feet ("RSF").  Landlord hereby provides his unqualified consent to
          this sublease of the Subleased Premises.

     2.   Term.  Subject to the terms and conditions set forth herein, the term
          of this Sublease shall commence on the date (the "Commencement Date")
          set forth on Exhibit B ("Commencement Date Memorandum") and shall
          terminate on January 1, 2002, except that it is understood and agreed
          by the Sublessee and the Sublessor that the right and interest of
          Sublessee under this Sublease are derivative of those of Sublessor
          under the Lease between Sublessor Landlord and not any greater than
          such rights and interest of Sublessor as to the Subleased Premises.

     3.   Occupancy.  Between the date first written above and September 15,
          1997, Sublessor shall give Sublessee notice of the availability of the
          Premises ("Notice of Occupancy").  Physical occupancy will be granted
          to DMC within one week of the Notice of Occupancy.

     4.   Use.  Sublessee is permitted to use the Subleased Premises for general
          office, administration, assembly and warehouse activities.

     5.   Rent.
     
          (a)  During the term of this Sublease, Sublessee covenants and agrees
               to pay to Sublessor as full rental for the Subleased Premises,
               without previous notice or demand therefore, rent at the gross
               rate of $1.50 per moth per RSF, which equals a total monthly
               payment of $93,034.50. Rent shall be paid on or before the first
               day of each calendar month during the term of the Sublease
               hereof, with the first such 

                                       1

<PAGE>

               monthly installment to be paid upon the date that DMC executes 
               this Sublease Agreement.  The first installment shall be the 
               rent for the month of October, 1997.

          *(b) Notwithstanding the foregoing, Wyse will provide DMC with two
               weeks free rental, from September 15, 1997 through September 30,
               1997.  This is based on an anticipated Commencement Date prior to
               September 15.

          (c)  As security for Sublessee's faithful performance under the
               Sublease, DMC shall upon execution of the Sublease pay the sum of
               $93,034.50 (equaling one month's rent) for security deposit. 
               Except for reasonable charges for cleaning the Subleased
               Premises, the security deposit will be remitted to Sublessee
               within forty-five (45) days of the termination of the Sublease
               (unless the Sublease is terminated for default of Sublessee.)
               Wyse is under no obligation to keep the security deposit in an
               account separate from its normal business accounts, neither is it
               required to accrue interest on the deposit for the benefit of
               DMC.

          (d)  Rent Inclusions.  The gross rental rate includes-
               (i)  Common Area Maintenance Charges (CAM), property taxes and
               other operating expenses.  It also includes access to and use of
               the electronic security system, which is installed in the
               building.
               (ii) Use, by DMC's on-site employees, of the cafeteria and
               recreation center (which includes lockers, showers, weight room,
               sauna, pool and Jacuzzi).

               Rent does not include utilities or janitorial services (see
               Section 6, below).

          (e)  Late Payments.  In the event that Sublessee falls to remit
               payments as described above, Sublessee shall additionally be
               liable for interest on the unpaid amount, calculated at one and
               one-half percent (1 1/2%) per month (or the highest amount
               permitted by law) on the unpaid balance due.
     
6.   Condition of Subleased Premises.  Sublessee hereby agrees to accept the
     Subleased Premises on an "as is", "as built" condition on the Commencement
     Date of the term of this Sublease, it being understood and agreed that
     Sublessor makes no warranties, express or implied, as to the Subleased
     Premises including by way of example, and not limitation, any warranties of
     suitability, fitness for purpose of use or habitability.  Sublessor shall
     leave premises in broom-clean condition.

7.   Utilities.  Sublessee shall contract for provision of utility services
     (natural gas, electricity, telephones and water) directly with the
     provider(s).  Sublessor shall not be responsible to provide any such
     utilities to the Subleased Premises.  Additionally, DMC is responsible to
     provide its own janitorial services for the Subleased Premises.

8.   Insurance.  Sublessee shall, prior to Commencement Date, provide Sublessor
     with a certificate of insurance naming Landlord and Sublessor as additional
     named insureds.

                                       2

<PAGE>

9.   DMC's Covenants.

     (a)  Except as set forth in this Agreement, all Sublessee's covenants and
          obligations to the Sublessor and the Landlord under this Sublease
          shall be the same as the covenants and obligations of Sublessor to
          Landlord under the Lease and all Amendments hereto, which are attached
          hereto as Exhibit C and incorporated herein by reference, to the
          extent that such covenants and obligations are applicable to the
          Subleased Premises and the Sublease terms.

     (b)  Sublessee hereby covenants and agrees to indemnify, hold harmless and
          at the option of Sublessor, defend Sublessor in all suits, actions and
          proceedings arising out of, related to, or concerning either (i) any
          default or non-performance by Sublessee of this Sublease, including
          without limitation, those covenants and obligations undertaken in the
          preceding subparagraph, or (ii) the use or occupancy by Sublessee of
          the Subleased Premises, except to the extent that such arises from the
          negligence or willful misconduct on the part of the Sublessor.

     (c)  In the event of any dispute and/or litigation between the Sublessee
          and the Landlord, the Sublessee will hold the Sublessor harmless.

10.  Wyse's Covenants.

     (a)  Except as set forth above or as otherwise required by the context of
          the Lease, all of the Sublessor's covenants and obligations under the
          Sublease shall be the same as the covenants and obligations of
          Landlord to Sublessor under the Lease and all Amendments thereto.

     (b)  In the event of any dispute and/or litigation between the Sublessor
          and the Landlord, the Sublessor will hold the Sublessee harmless.

     (c)  Wyse hereby covenants and agrees to indemnify, hold harmless and at
          the option of DMC, defend DMC in all suits, actions and proceedings 
          arising out of, related to, or concerning any default or 
          non-performance by Wyse of this Sublease, except to the extent that 
          such arises from the negligence or willful misconduct on the part of 
          the DMC.

11.  Landlord Covenants: Except as set forth herein, or as otherwise required by
     the contents of the Lease, all of Landlord's covenants and obligations
     under the Sublease shall be the same as the covenants and obligations of
     Landlord to Sublessor under the Lease and all Amendments thereto.

12.  Parking.  A minimum of four (4) parking spaces per one thousand (1,000) RSF
     shall be available to DMC.  Such parking spaces shall be identified in a
     general manner on the Exhibit A. The spaces will not be reserved or
     specifically marked as being for the benefit 

                                       3

<PAGE>

     of DMC.  Use thereof shall be in accordance with any current Landlord 
     rules or regulations governing same.

13.  Option to Extend.  Wyse and Landlord shall grant DMC a one time, personal
     option to extend the Term for up to three (3) years upon at least six (6)
     month's written notice from DMC prior to the end of the Term.  Rent for the
     extended term will be at the then current fair market value for the
     Subleased Premises.

14.  Signs.  DMC will have the right, subject to agreement by Wyse and
     compliance with any applicable laws, ordinances or other regulations, to
     install (i) a sign on the Subleased Premises and (ii) a monument type sign
     at the parking lot entry way on First St. Any signs will be installed and
     maintained solely at Sublessee's expense.

15.  Special Access to Subleased Premises.  In addition to rights of access set
     forth in Section 12 of the Lease, Wyse shall, at all reasonable times (and
     upon reasonable notice except in cases of emergency) have access via the
     Subleased Premises to the "roof access door" located therein.

16.  Assignment.  DMC shall not assign this Sublease or any of its rights or
     obligations hereunder without the written consent of Wyse and WTI.  Such
     consent shall not be unreasonably withheld provided the proposed assignee
     is financially equivalent to DMC, will use the Premises for similar
     purposes, and DMC remains responsible for the assignee's performance in its
     role as assignor.

17.  Miscellaneous-

     (a)  The terms "Sublessor', "Sublessee" and "Landlord" shall, as
          applicable, include their legal representatives, successor and
          assigns.  All covenants herein made binding upon Landlord, Sublessee
          and Sublessor shall be equally binding on its agents, employees and
          others claiming the right to be in the Subleased Premises through or
          under the Sublessee or Sublessor.  The Sublease shall be binding upon
          and shall inure to the benefit of the parties hereto and their
          respective assigns.
     
     (b)  This Sublease shall be governed by the laws of the State of
          California.
     
     (c)  All notices required to be made hereunder shall be sent to the
          following addresses, or such other addresses as a party may later
          designate:

     TO SUBLESSEE:
     
     Digital Microwave Corporation
     170 Rose Orchard Way
     San Jose, CA  95134
     
     Attention:   John O'Neil
     
                                       4

<PAGE>

     TO SUBLESSOR:
     
     Wyse Technology Inc.
     3471 N. First Street, MS 150-3
     San Jose, CA  95134-1803
     
     Attention:  Facilities Manager
     
     TO LANDLORD:
     
     Wyse Technology Investments Inc.
     c/o Wyse Technology Inc.
     Same address as above for Sublessor
     
     Attention:  Katherine Jen
     
   (d)    Brokers and Commissions.  The parties hereby represent that other than
          Colliers Parrish International Inc. and Cornish & Carey Commercial
          they have not obtained the  services of any real estate brokers or
          agents for the purposes of leasing the Subleased premises and that
          each will indemnify and hold harmless the other parties from such
          claims in the event that any other party established a right derived
          from such indemnifying party to receive commissions or any payment as
          a consequence of this Sublease.
          
          Wyse is responsible for the commission arising from the Sublease
          transaction.  The aforementioned brokers have separately agreed upon
          the method by which the commission will be shared between them. 
          Neither Wyse, WTI or DMC shall be liable to either brokerage firm for
          breach of such commission agreement.

   (e)    The parties hereby agree that there shall be no recording of this
          Sublease or notice of this Sublease in any registry of deeds with any
          public agency, and that the terms and conditions of this Sublease are
          confidential and shall not be disclosed to any third party without a
          need to know for financial, legal or other substantial reasons.
               
   (f)    Sublessee agrees to reimburse all of Sublessor's costs and expenses in
          seeking and obtaining any judicial enforcement of this Sublease,
          including, without limitation, all resulting reasonable attorneys
          fees.

                                       5

<PAGE>

In witness whereof, the parties hereto have caused this instrument to be
executed in triplicate as of the date first written above.



DIGITAL MICROWAVE CORPORATION                     WYSE TECHNOLOGY INC.

BY: /s/ CARL A. THOMSEN                           BY: /s/ GARY A. MARTELL  
    ---------------------------------------           ------------------------

Carl A. Thomsen                                   Gary A. Martell     
-------------------------------------------       ----------------------------
(Print or type name)                              (Print or type name)
Vice President, Chief Financial Officer and       Vice President, Finance and
Secretary                                         Administration 
-------------------------------------------       ----------------------------
(Title)                                           (Title)
8/29/97                                           9/2/97    
-------------------------------------------       ----------------------------
(Date)                                            (Date)



WYSE TECHNOLOGY INVESTMENTS INC.

BY: /s/ KATHERINE JEN
    ---------------------------------------

Katherine Jen
-------------------------------------------
(Print or type name)
Secretary
-------------------------------------------
(Title)
8/30/97
-------------------------------------------
(Date)

                                       6

<PAGE>

                                     EXHIBIT A
                                     ---------
                                          
                         3475 North First Street, San Jose
                         [Plus of Minus]62,023 square feet
                                          
                            [This exhibit consists of a
                              drawing of the property]
                                          



                                       7

<PAGE>

                                     EXHIBIT B
                                     ---------

                            COMMENCEMENT DATE MEMORANDUM

LANDLORD:      Wyse Technology Investments, Inc., A California Corporation

SUBLESSOR:     Wyse Technology Inc., a Delaware Corporation

SUBLESSEE:     Digital Microwave Corporation, A California Corporation

Pursuant to Section 2 of the Sublease Agreement, the parties hereby acknowledge
and agree that the Commencement Date is:

September    , 1997.
         ---

The foregoing is agreed as evidenced by the authorized signatures of the parties
below.

This Memorandum is executed on              , 1997.
                               ------------
LANDLORD

Wyse Technology Investments, Inc.

By:  
    ---------------------------------------
Its:      
    ---------------------------------------

SUBLESSOR

Wyse Technology Inc.

By:  
   ----------------------------------------
Its:      
    ---------------------------------------

SUBLESSEE

Digital Microwave Corporation

By:  
   ----------------------------------------
Its:      
    ---------------------------------------

                                       8

<PAGE>

                                     EXHIBIT C
                                          
                        AMENDED AND RESTATED LEASE AGREEMENT


LANDLORD:   Wyse Technology Investments, Inc., a California corporation

TENANT:     Wyse Technology, Inc., a Delaware corporation

PREMISES:   Buildings located at
            3471-3475 North First Street
            San Jose, California

DATE:       March 19, 1993

<PAGE>

                  BASIC LEASE INFORMATION

<TABLE>

<S>                                    <C>
Landlord:                              Wyse Technology Investments, Inc., a California
                                       corporation

Landlord's Taxpayer I.D. No.:          77-0311526

Tenant:                                Wyse Technology, Inc., a California corporation

Tenant's Taxpayer I.D. No.:            94-2757606

Project:                               The three building complex located at the corner
                                       of North First Street and River Oaks Place in San
                                       Jose, California

Premises (Section 1.a.):               Amenities Space Address:

                                       3471 North First Street
                                       San Jose, California
                                       Approximately 24,100 square feet

                                       Building 2 Address:

                                       3471 North First Street
                                       San Jose, California [1st and 2nd Floors]:
                                       Approximately 88,818 rentable square feet

                                       Building 3 Address:

                                       3471 North First Street
                                       San Jose, California
                                       Approximately 143,400 rentable square feet of the
                                       one-story Building (entire building)

Rentable Square Footage of             24,100
Amenities Space (Section 1.d.):

Rentable Square Footage of             167,200
Building 2 (Section 1.d.):

Rentable Square Footage of             143,400
Building 3 (Section 1.d.):

Rentable Square Footage of             433,700
Project (Section 1.d.):

Rentable Square Footage of             237,926
Premises (Section 1.d.)
</TABLE>

<PAGE>

<TABLE>

<S>                                    <C>
Usable Square Footage of               24,100 square feet in Amenities Space;
Premises (Section 1.d.):               up to 88,818 square feet in Building 2; and
                                       143,000 square feet in Building 3

Total:                                 max. 255,918 square feet

Use (Section 15.a.):                   Computer manufacturing and research and
                                       development facility

Term (Section 2):                      Ten (10) years commencing on
                                       Commencement Date

Commencement Date:                     June 1, 1992
(Section 2.b.)

Monthly Base Rent (Section 4):                                       Monthly Rental Rate
                                        Month                      Per Rentable Square Foot
                                        -----                      ------------------------
                                        0-7
                                        8-19
                                        20-31
                                        32-43
                                        44-55
                                        56-67
                                        68-79
                                        90-91
                                        92-120

Estimated Operating Expenses            Annual: $_________
(Section 6.a.):

                                        Monthly: $__________

Tenant's Percentage Share
(Section 6.a):                          Building 2:  42.12%

                                        Building 3:  100%

                                        Project:     54.85%

Parking Spaces (Section 33):            Reserved: See EXHIBIT A

                                        Unreserved: 4 spaces/1,000 rentable square feet of
                                        the Premises minus the reserved parking spaces

Landlord's Address                      3471 N. First Street
(Section 40):                           M/S 120-3
                                        San Jose, California 95134-1803
</TABLE>

<PAGE>

<TABLE>

<S>                                     <C>
Tenant's Address                        3471 N. First Street
(Section 40):                           M/S 120-3
                                        San Jose, California 95134-1803



"Landlord"                              "Tenant"

Wyse Technology Investments,            Wyse Technology, Inc. a

Inc., a California corporation          Delaware corporation
By: /s/ GARY ANDERSON                   By: /s/ GLORIA C. WAHL   
    -----------------------                 --------------------------
    Name: Gary Anderson                     Name: Gloria C. Wahl
    Title: Vice President                   Title: Treasurer

    Date: March 19, 1993                    Date: March 19, 1993     
          -----------------                       --------------------
</TABLE>

<PAGE>

                                 TABLE OF CONTENTS
                                          

<TABLE>
<CAPTION>
                                                                             Page
<S> <C>                                                                        <C>
1.  Premises.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.  Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.  Rent.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.  Monthly Base Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.  Payment of Additional Charges. . . . . . . . . . . . . . . . . . . . . . . 5
6.  Additional Rent-Operating Expenses.. . . . . . . . . . . . . . . . . . . . 5
7.  Proration of Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
8.  Insurance and Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . .18
9.  Landlord Insurance.. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
10. Utilities and Service. . . . . . . . . . . . . . . . . . . . . . . . . . .20
11. Repairs and Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . .21
12. Access to Premises.. . . . . . . . . . . . . . . . . . . . . . . . . . . .22
13. Alterations and Signs. . . . . . . . . . . . . . . . . . . . . . . . . . .23
14. Use and Compliance with Laws.. . . . . . . . . . . . . . . . . . . . . . .25
15. Damage or Destruction. . . . . . . . . . . . . . . . . . . . . . . . . . .26
16. Eminent Domain.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
17. Default by Tenant. . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
18. Tenant's Remedies Upon Landlord's Default. . . . . . . . . . . . . . . . .32
19. Assignment and Subletting. . . . . . . . . . . . . . . . . . . . . . . . .32
20. Hazardous Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . .33
21. Surrender of Premises. . . . . . . . . . . . . . . . . . . . . . . . . . .34
22. Estoppel Certificate.. . . . . . . . . . . . . . . . . . . . . . . . . . .34
23. Subordination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
24. Warranties of Landlord; Quiet Enjoyment. . . . . . . . . . . . . . . . . .37
25. Holding Over.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
26. Recording. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
27. Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
28. Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
29. Parking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
30. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
31. Transfer of Title. . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
32. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
</TABLE>


                                        i

<PAGE>

                                      EXHIBITS

<TABLE>

<S>                  <C>
Exhibit A:           Legal Description of Real Property; Floor Plan for Buildings;
                     Calculation of Total Rentable and Useable Square Footage for
                     each Building and the Project; and Site Plan of the Project

Exhibit B-1:         Summary of:

                     1.           Project Operating Expenses for 1990 and 1991

                     2.           Estimate of Project Operating Expenses for 1992 and 1993

                     3.           Building Operating Expenses for 1990 and 1991 (Segregated
                                  by Building 1, Building 2 and Building 3)

                     4.           Estimate of Building Operating Expenses for 1992 and 1993
                                  (Segregated by Building 1, Building 2 and Building 3)

Exhibit B-2:         Summary of:

                     1.           Amenities Expenses for 1990 and 1991

                     2.           Estimated Amenities Expenses for 1992 and 1993

Exhibit C:           Form of Estoppel Certificate

Exhibit D:           Landlord's Normal Business Hours For Operation of HVAC

Exhibit E:           Memorandum of Lease

Exhibit F:           Tenant Insurance Requirements

Exhibit G:           Specifications for Utilities and Services
</TABLE>


                                ii
<PAGE>
                                          
                        AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE AGREEMENT (this "Lease"), dated as of 
March, 1993, is entered into by WYSE TECHNOLOGY INVESTMENTS, INC., a 
California corporation ("Landlord"), and WYSE TECHNOLOGY, INC., a Delaware 
corporation ("Tenant") in order to modify and amend that certain Lease 
Agreement, dated as of May 27, 1992, entered into by Landlord, as landlord, 
and Tenant, as Tenant. Terms which are capitalized in this Lease (but which 
are not defined in the body of this Lease) shall have the meanings set forth 
in the Basic Lease Information, which is incorporated herein by this 
reference and appears immediately preceding this page.

     THIS LEASE IS ENTERED on the basis of the following facts, intentions 
and understandings of the parties:

     A.  Landlord has acquired, or is in the process of acquiring, from 
Tenant pursuant to that certain Contract of Sale dated as of May 27, 1992, 
between Landlord, as purchaser, and Tenant, as seller, (i) two separate legal 
parcels comprising approximately thirty-two and six hundred nineteen 
thousandths (32.619) acres of real property in San Jose, California more 
particularly described in EXHIBIT A, attached hereto ("Real Property") and 
(ii) the improvements located on the Real Property ("Improvements") which 
include: (a) three office buildings ("Buildings"); (b) a cafeteria 
("Cafeteria"); and (c) a health club, including tennis courts and a swimming 
pool ("Health Club"). The Improvements are generally shown in the Site Plan 
attached hereto as EXHIBIT A.  The Real Property and the Improvements are 
hereinafter collectively referred to as the "Project".

     B.  The Buildings are commonly known as: (i) One River Oaks Place 
("Building 1"); (ii) 3475 North First Street ("Building 2"); and (iii) 3471 
North First Street ("Building 3").

     C.  Landlord desires to lease to Tenant, and Tenant desires to lease 
from Landlord, in accordance with the terms of this Lease the following 
portions of the Project: (i) up to 88,818 rentable square feet in Building 2 
to the extent that Landlord shall make such space available to Tenant and 
Tenant shall in fact occupy the same from time to time ("Building 2 Space"), 
(ii) 143,000 rentable square feet in Building 3 ("Building 3 Space"), and 
(iii) subject to the rights of Pacific Bell, as tenant ("Pacific Bell"), 
under that certain Lease Agreement dated as of October 31, 1991 between 
Landlord and Pacific Bell (the "Pacific Bell Lease"), the Cafeteria and 
Health Club, consisting in the aggregate of 24,100 square feet (the 
"Amenities Space").  As of the date hereof, the amount of Building 2 Space 
being leased by Tenant is 88,818 square feet.

     D.  The portion of (i) the Operating Expenses of the applicable Building 
("Building 2 Operating Expenses" and "Building 3 Operating Expenses", 
respectively) and (ii) the Operating Expenses of the Project ("Project 
Operating Expenses"), for which Tenant will be responsible is set forth in 
Section 6.a(xiii).  The

                                       1

<PAGE>

portion of the Amenities Expenses for which Tenant will be responsible is set 
forth in Section 6.d(ix).

     E.  The term (the "Term") of this Lease will be ten (10) years, 
commencing on June 1, 1992 (the "Commencement Date").

     F.  The premises ("Premises") subject to this Lease at any time will be 
the Building 2 Space, the Building 3 Space and the Amenities Space.

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of 
the parties, the parties hereto agree as follows:

     1.  PREMISES.

          a.  PREMISES.  Landlord leases to Tenant, and Tenant leases from 
Landlord, the Premises, together with the right in common to use the Common 
Areas within the Project.

                (i)  AMENITIES SPACE.  Tenant acknowledges and 
      agrees that Tenant's lease of the Amenities Space is subject 
      to the rights of Pacific Bell under the Pacific Bell Lease to 
      use the Amenities Space and Tenant shall not use or alter the 
      Amenities Space in any manner which would adversely affect 
      Pacific Bell's ability to use and enjoy the Amenities Space to 
      the extent permitted under the Pacific Bell Lease.

                (ii)  BUILDING 2 SPACE.  Tenant acknowledges and 
      agrees that Tenant's lease of the Building 2 space is subject 
      to the rights of Pacific Bell to exercise certain expansion 
      rights granted to Pacific Bell under the Pacific Bell Lease 
      with respect to the Building 2 Space.  Tenant further agrees 
      that Landlord shall have the unconditional right at any time 
      and from time to time during the term of this Lease, upon 30 
      days prior written notice ("Pacific Bell Expansion Notice") 
      delivered to Tenant following Landlord's receipt of notice of 
      Pacific Bell's exercise of its right to expand into any 
      portion of the Building 2 Space, to terminate this Lease as to 
      the portion of the Building 2 Space described in such notice 
      from Pacific Bell.  The Pacific Bell Expansion Notice will 
      describe in reasonable detail the portion of the Building 2 
      Space to which it applies (including the rentable square 
      footage of such portion).  Tenant shall surrender such portion 
      of the Building 2 Space to Landlord in accordance with, and in 
      the condition required under, Section 21 of this Lease on or 
      before the 30th day following Tenant's receipt of the Pacific 
      Bell Expansion Notice.  Upon the termination of this Lease as 
      to any portion of the Building 2 Space pursuant to this 
      Section 1.a(ii), (A) Tenant's Share of Project Operating 
      Expenses and Tenant's Share of Building 2 Operating Expenses 
      shall be adjusted to reflect such termination and (B) the 
      Monthly Base Rent (as hereinafter defined) shall be partially 
      reduced by an amount equal to the amount of basic rent Pacific 
      Bell is obligated to pay to Landlord for such portion of the 
      Building 2 Space under the Pacific Bell Lease; provided that 
      at the end of the seventh Lease Year the


                                       2

<PAGE>

      Monthly Base Rent shall be fully adjusted to reflect the 
      termination of this Lease as to such portion of the Building 2 
      Space and, following such full adjustment, Landlord shall 
      reimburse Tenant for any Monthly Base Rent Tenant has paid to 
      Landlord which Tenant would not have been obligated to pay had 
      such full adjustment to the Monthly Base Rent been made 
      concurrently with such termination of this Lease as to such 
      portion of the Building 2 Space, PLUS interest on any such 
      amount at a rate equal to 6% per annum.

          b.  COMMON AREAS.  The "Common Areas" shall mean the areas and 
facilities within the Project for the general use, convenience and benefit of 
Tenant and other tenants and occupants of the Buildings (E.G., unreserved 
parking areas; and, as to the Buildings not leased exclusively to Tenant or 
other tenants, the restrooms, janitorial, telephone and electrical closets, 
and elevators available for common use; PROVIDED, HOWEVER, that (i) Tenant's 
use of space in the closets shall be limited to the percentage share thereof 
("Tenants Percentage Share") equal to the rentable square footage of the 
applicable Building covered by this Lease as a percentage of the rentable 
square footage of that entire building, (ii) any access thereto and use 
thereof shall be subject to Landlord's reasonable rules and regulations in 
respect thereof and shall be done in a manner and at times so as to minimize 
any interference with the Building systems and with other tenants, and (iii) 
Tenant shall not use the Common Areas in a manner that materially or 
unreasonably interferes with or annoys other tenants).  Subject to Section 
1.c, Landlord shall not change the Common Areas in any manner which 
materially or unreasonably interferes with Tenant's use of the Premises.

          c.  BUILDING AND PROJECT SQUARE FOOTAGES.  The Usable Square 
Footage of the Buildings, the Rentable Square Footage of the Buildings and 
the Rentable Square Footage of the Project have been determined in accordance 
with the latest applicable standards of the Building Owners and Managers 
Association ("BOMA"). Tenant understands that Landlord is contemplating the 
construction of an additional building and other improvements on the parcel 
of land on which is located Building 3 (to the north thereof) and may 
construct other improvements on the Project.  In the event of any such 
improvements which shall result in an increase or decrease in the Rentable 
Square Footage of the Project, Tenant's Percentage Share of the applicable 
Buildings and Tenant's Percentage Share of the Project shall be adjusted 
based upon the rentable square feet in the applicable Buildings and in the 
Project.

          d.  SQUARE FOOTAGES.  Landlord and Tenant acknowledge that the 
rentable square footage of each of the Building 2 Space, the Building 3 Space 
and the Amenities Space is accurate and shall be used for purposes of 
calculating Base Rent payable by Tenant, Tenant's Share of Building 2 
Operating Expenses, Tenant's Share of Building 3 Operating Expenses, Tenant's 
Share of Amenities Expenses and Tenant's Share of the Project Operating 
Expenses.

          e.  TENANT'S PERCENTAGE SHARE OF BUILDINGS.  As used in this Lease, 
(i) the term "Tenant's Percentage Share of Building 2" shall be the 
percentage determined by dividing (A) the rentable square footage of Building 
2 Space by (B) the total rentable square footage of Building 2 and (ii) 
"Tenant's Percentage Share of


                                      3

<PAGE>

Building 3" shall be the percentage determined by dividing (A) the rentable 
square footage of the Building 3 Space by (B) the total rentable square 
footage of Building 3.

          f.  TENANT'S PERCENTAGE SHARE OF PROJECT.  As used in this Lease, 
the term "Tenant's Percentage Share of the Project" shall be the percentage 
determined by dividing (i) the rentable square footage of the Premises by 
(ii) the total rentable square footage of the Project.

      2.   TERM.

          a.  LEASE TERM.  The Term of this Lease shall commence on the 
Commencement Date and, unless terminated on an earlier date in accordance 
with the terms of this Lease, shall extend for the Term and shall expire on 
the date that is ten (10) years from the Commencement Date (the "Expiration 
Date"), unless sooner terminated pursuant to the terms of this Lease.

          b.  LEASE YEARS.  The first lease year ("First Lease Year") of the 
Term shall be the period commencing on the Commencement Date and ending on 
December 31, 1992.  The subsequent lease years ("Lease Years") shall be the 
twelve (12) month periods measured from the end of the First Lease Year.

          c.  WAIVER.  Tenant hereby waives its rights under California Civil 
Code Section 1932(1), it being agreed that the terms under this Section 2 and 
Section 3 hereof shall govern and replace any rights covered by said statute.

      3.  RENT.  As used in this Lease, the term "Rent" shall mean (i) the 
Monthly Base Rent; (ii) Tenant's Share of Building 2 Operating Expenses; 
(iii) Tenant's Share of Building 3 Operating Expenses; (iv) Tenant's Share of 
the Project Operating Expenses; (v) Tenant's Share of Amenities Expenses; and 
(vi) all other amounts due from Tenant under this Lease.

      4.  MONTHLY BASE RENT.

          a.  PAYMENT.  The Monthly Base Rent shall be payable in equal 
monthly installments.  Tenant shall pay the Monthly Base Rent to Landlord in 
advance upon the Commencement Date and, thereafter, upon the first day of 
each calendar month of the Term.  The Monthly Base Rent shall be paid at 
Landlord's Address (or at such other place within the United States 
designated by Landlord in a notice to Tenant) without prior demand or notice 
and without any deduction or set-off whatsoever, except as expressly set 
forth in this Lease.

          b.  MONTHLY BASE RENT.  Subject to Section 2.a(ii), Tenant shall 
pay Monthly Base Rent per rentable square foot of Building 2 Space actually 
occupied by Tenant, Building 3 Space and Amenities Space ("Monthly Base 
Rent"), in accordance with the following schedule:


                                      4

<PAGE>

<TABLE>
<CAPTION>
                                            MONTHLY RENTAL RATE
          MONTH                           PER RENTABLE SQUARE FOOT
          -----                           ------------------------
          <S>                                  <C>
          0-7                                  Jun 92-Dec 92
          8-19                                 Jan 93-Dec 93
          20-31                                Jan 94-Dec 94
          32-43                                Jan 95-Dec 95
          44-55                                   1/96-12/96
          56-67                                   1/97-12/97
          68-79                                   1/98-12/98
          90-91                                   1/99-12/99
          92-120                                  1/00-12/02
</TABLE>

          c.  LATE PAYMENT CHARGE.  If Tenant fails to pay an increment of 
Monthly Base Rent when due, Tenant shall pay a late payment charge of Five 
Thousand Dollars ($5,000.00).  Any late payment charge shall be payable on 
the second day of the month in which such delinquent increment of Monthly 
Base Rent was due.

      5.  PAYMENT OF ADDITIONAL CHARGES.  Tenant's Share of Operating 
Expenses shall be paid as provided in Section 6.  All other charges required 
to be paid by Tenant under this Lease (I.E., other than Base Rent, Operating 
Expenses and Amenities Expenses) shall be paid by Tenant within thirty (30) 
days after receipt from Landlord of a bill evidencing Landlord's payment 
thereof.

      6.  ADDITIONAL RENT-OPERATING EXPENSES.

          a.  OPERATING EXPENSES.

               (i)  SUMMARY AND ESTIMATED OPERATING EXPENSES.  Set forth in 
EXHIBIT B-1 to this Lease are (A) a summary of the Project Operating Expenses 
for the 1990 and 1991 calendar years; (B) an estimate of Project Operating 
Expenses for the 1992 and 1993 Lease Years; (C) a summary of Building 
Operating Expenses for the 1990 and 1991 calendar years (segregated by 
Building 1, Building 2 and Building 3); and (D) an estimate of the Building 
Operating Expenses (segregated by Building 1, Building 2 and Building 3) for 
the 1992 and 1993 Lease Years.

               (ii) PROJECT OPERATING EXPENSES.  The term "Project Operating 
Expenses" shall mean the reasonable and actual operating expenses which are 
paid by Landlord in connection with only the Common Areas.  The Project 
Operating Expenses shall be directly attributable to the operations, 
maintenance, management and repair of the Common Areas, as determined under 
generally accepted accounting principles, consistently applied, for the 
applicable period. Project Operating Expenses shall be the following: (A) 
Real Estate Taxes, as defined in Section 6.b.; (B) premiums for insurance; 
(C) wages, salaries and related expenses and benefits (including fringe 
benefits, payroll taxes, workers' compensation and uniforms) of on-site 
employees engaged in operation, maintenance and security; (D) the reasonable 
costs of repairs, replacements (amortized, as provided below) and general 
maintenance (excluding those which are the sole obligation of Landlord 
expressly so provided herein, those paid for by proceeds of


                                       5

<PAGE>

insurance or other parties, and alterations attributable solely to tenants of 
the Buildings other than Tenant); (E) reasonable charges for steam, heat, 
ventilation, air conditioning, water, gas, electricity and other utilities 
used or consumed in the Common Areas; (F) the cost of supplies and equipment 
used in the operation and maintenance of the Project; (G) reasonable 
professional fees (E.G., fees of attorneys, auditors and other professionals 
and consultants) and association dues; (H) the cost of resurfacing and 
restriping the parking areas and janitorial and other cleaning costs and 
fees; (I) the cost of governmental licenses and permits, or renewals thereof, 
necessary for the operation of the Project; (J) the cost of capital 
improvements made to the Project either (1) for the intended purpose of 
reducing Project Operating Expenses (but only to the extent of the lesser of 
the amortized cost of the capital improvement or the actual cost savings 
resulting from the capital improvement) or (2) pursuant to a requirement of 
law, ordinance, order, rule or regulation of any governmental, 
quasi-governmental or public authority (a "Law") or a requirement of any 
insurance carrier or insurance rating organization or underwriting board, 
provided the Law or requirement is amended, enacted or promulgated after the 
Effective Date or (3) as set forth in Section 6.a(vi) hereof; and (K) all 
other reasonable and actual expenses paid in connection with the operation, 
maintenance, management and repair of the Common Areas.  The costs of 
replacements pursuant to Section 6.a(ii)(D), capital improvements pursuant to 
Section 6.a(ii)(J), and resurfacing under Section 6.a(ii)(H) (if capital in 
nature) shall be amortized on a straightline basis over the useful life of 
the replacement, improvement or resurfacing using generally accepted 
accounting principles, consistently applied.  The cost of capital 
improvements which are made to the Project pursuant to a Law which was in 
existence prior to or on the Effective Date but only became applicable to the 
Project by reason of any act or cause of Tenant (E.G., any tenant 
improvements or any particular use by Tenant of the Premises) shall not be 
included in Project Operating Expenses but shall be paid by Tenant.

               (iii) BUILDING OPERATING EXPENSES.  The term "Building 
Operating Expenses" shall mean the reasonable, actual operating expenses 
which are paid by Landlord in connection with only the Buildings containing 
any portion of the Premises.  The Building Operating Expenses shall be 
directly attributable to the operations, maintenance, management and repair 
of the Buildings, as determined under generally accepted accounting 
principles, consistently applied.  Building Operating Expenses shall be the 
following: (A) Real Estate Taxes, as defined in Section 6.b.; (B) premiums 
for insurance; (C) wages, salaries and related expenses and benefits of 
on-site employees engaged in operation, maintenance and security (including 
fringe benefits, payroll taxes, workers' compensation and uniforms); (D) the 
reasonable costs of repairs, replacements (amortized, as provided below) and 
general maintenance (excluding those which are the sole obligation of 
Landlord expressly so provided herein, those paid for by proceeds of 
insurance or other parties, and alterations attributable solely to tenants of 
the Buildings other than Tenant); and (E) reasonable charges for steam, heat, 
ventilation, air conditioning, water, gas, electricity and other utilities 
used or consumed in the Buildings; (F) the cost of supplies and equipment 
used in the operation and maintenance of the Buildings; (G) reasonable 
professional fees (E.G., fees of attorneys, auditors and other professionals 
and consultants) and association dues; (H) the cost of resurfacing and 
restriping the parking areas and janitorial and other cleaning costs and 


                                      6

<PAGE>

fees; (I) the cost of governmental licenses and permits, or renewals thereof, 
necessary for the operation of the Buildings; (J) the cost of capital 
improvements made to the Buildings either (1) for the intended purpose of 
reducing Buildings Operating Expenses (but only to the extent of the lesser 
of Tenant's pro rata share of the cost of any capital improvement or the 
actual cost savings resulting from the capital improvement) or (2) pursuant 
to a requirement of Law or a requirement of any insurance carrier or 
insurance rating organization or underwriting board, provided the Law or 
requirement is amended, enacted or promulgated after the Effective Date or 
(3) as set forth in Section 6.a(vi) hereof; and (K) all other reasonable, 
actual expenses paid in connection with the operation, maintenance, 
management and repair of the Buildings.  The cost of replacements pursuant to 
Section 6.a(iii)(D), capital improvements pursuant to Section 6.a(iii)(J) and 
resurfacing under Section 6.a(iii)(H) (if capital in nature) shall be 
amortized on a straightline basis over the useful life of the replacement, 
improvement or resurfacing, using generally accepted accounting principles, 
consistently applied.  The cost of capital improvements which are made to the 
Buildings pursuant to a Law which was in existence prior to or on the 
Effective Date but only became applicable by reason of any act or cause of 
Tenant (E.G., any tenant improvements or any particular use by Tenant of the 
Premises) shall not be included in Building Operating Expenses but shall be 
paid by Tenant.

               (iv)  OPERATING EXPENSES.  The term "Operating Expenses" shall 
mean the sum of Project Operating Expenses and Building Operating Expenses.  
The term "Operating Expense" shall mean any individual expense included 
within the definition of Operating Expenses.  All goods and services 
comprising Operating Expenses shall be obtained at competitive prices, but 
may be obtained from related parties.  Any item which is a Project Operating 
Expense shall not be a Building Operating Expense.

               (v)  EXCLUSIONS.  Operating Expenses shall not include the 
following:  (A) legal fees, brokerage commissions, advertising costs, or 
other related expenses incurred in connection with the leasing of any portion 
of the Project; (B) repairs, alterations, additions, improvements or 
replacements made to rectify or correct any defect in the design, materials 
or workmanship of the Project (provided that the foregoing shall not include 
repairs, alterations, additions, improvements or replacements to 
non-defective items which are caused by Tenant's construction activities); 
(C) except as provided in Section 6.a(ii)(J)(2) and Section 6.a(iii)(J)(2), 
repairs, alterations, additions, improvements or replacements made to comply 
with any requirements of Law in effect as of the Effective Date; (D) any 
repairs, additions, improvements, alterations, replacements or expenditures 
of a capital nature, except as specifically allowed and limited pursuant to 
Sections 6.a(ii)(J) and 6.a(iii)(J) and Section 6.a(vi); (E) depreciation or 
amortization of the Buildings or any other improvements within the Project 
except as set forth in (D) above; (F) the cost of damage and repairs 
attributable to fire or other casualty (except for the deductible portion of 
insurance which shall be included in Operating Expenses in the event of a 
casualty); (G) the cost of damage and repairs covered under any insurance 
policy carried by, or required to be carried by, Landlord in connection with 
the Project (except for the deductible portion of insurance which shall be 
included in Operating Expenses in the


                                      7

<PAGE>

event of a casualty); (H) damage and repairs necessitated by the negligence 
or wilful misconduct of Landlord or Landlord's employees, contractors or 
agents; (I) executive salaries (except for Landlord's Project or Building 
Director of Facilities, Manager or Superintendent); (J) salaries of service 
personnel to the extent that the service personnel perform services not 
solely in connection with the management, operation, repair or maintenance of 
the Project; (K) Landlord's general overhead expenses not related to the 
Buildings; (L) payments of principal or interest on any mortgage or other 
encumbrance; (M) legal fees, accountants' fees and other expenses incurred in 
connection with disputes with Tenant, or other occupants or tenants under or 
with respect to their leases or associated with the enforcement of any leases 
or defense of Landlord's title to or interest in the Project or any part 
thereof; (N) costs (including permit, license and inspection fees) incurred 
in renovating or otherwise improving, decorating, painting or altering space 
for other tenants or other occupants or of vacant rentable space in the 
Buildings or Project; (O) costs incurred due to violation by Landlord or any 
other tenant in the Project of the terms and conditions of any lease; (P) 
interest, penalties or other costs arising out of Landlord's failure to make 
timely payment of its obligations; (Q) the cost of any service provided to 
Tenant or other occupants of the Project for which Landlord is entitled to be 
reimbursed (other than pursuant to provisions similar to this Section 6); (R) 
overhead and profit paid to subsidiaries or affiliates of Landlord for 
management or other services for the Buildings or Project or for supplies or 
other materials to the extent that the costs of the services, supplies or 
materials exceed the competitive costs of the services, supplies or materials 
if they were not provided by a subsidiary or an affiliate; (S) costs incurred 
to test, survey, clean up, contain, abate, remove or otherwise remedy 
Hazardous Materials (as defined in Section 20 hereof) from the Project unless 
the Hazardous Materials were in or on the Project because of Tenant's 
negligence or intentional acts; (T) costs incurred in connection with any 
portion of the Project which is intentionally segregated from the parking 
available for Tenant and other tenants of the Project or used solely for 
parking by non-tenants of the Project and for which parking fees are charged; 
(U) property management fees; (V) costs incurred in advertising and 
promotional activities for the Project (including gifts and promotional 
services to tenants or other parties); (W) imputed amounts for rent for space 
within the Project or other locations which is unoccupied or occupied by 
property managers; (X) all Amenities Expenses; and (Y) any other expense 
which, under generally accepted accounting principles, consistently applied, 
are not reasonable, actual operating expenses which are directly attributable 
to the operations, maintenance, management and repair of the Project or the 
Buildings, as applicable.

               (vi)  RESTRICTIONS ON SPECIFIC OPERATING EXPENSES.  The costs 
of any major repair which is made to the roofs or the heating, ventilation 
and air conditioning (HVAC) systems which is not caused solely by the 
negligence of Tenant shall be amortized over the useful life of the repair, 
as determined in accordance with generally accepted accounting principles, 
consistently applied; provided that (A) Tenant shall not be responsible for 
any amortized costs of repairs to the roofs during the term hereof and (B) 
Tenant shall not be responsible for any amortized costs of repairs to the 
HVAC systems during the first five (5) years of this Lease.  Notwithstanding 
the provisions of clauses (A) and (B) above, Tenant shall be solely 
responsible for any repairs to the roofs or HVAC systems arising out of any 
acts or omissions of Tenant or its


                                      8

<PAGE>

agents, representatives, contractors, subcontractors or servants or anyone 
else under the reasonable control of Tenant.

               (vii) LIMITATION ON SPECIFIED PROJECT OPERATING EXPENSES. 
Tenant shall not be responsible in the First Lease Year for the Project 
Operating Expenses specified in EXHIBIT B-1 as "CAM & Landscaping" and 
"Insurance" ("Specified Project Operating Expenses") in excess of Four and 
Fifty-Five Hundredths Cents ($0.0455) per rentable square foot of Building 2 
Space actually occupied by Tenant, Building 3 Space and Amenities Space in 
the First Lease Year.  The limitation (and the Specified Project Operating 
Expenses) shall be calculated on the basis of the annualized Project 
Operating Expenses for the Building 2 Space actually occupied by Tenant, 
Building 3 Space and Amenities Space.  The limitation set forth in this 
Section 6.a(vii) shall not apply to any other Operating Expenses.

               (viii)  LIMIT ON ANNUAL SPECIFIED PROJECT OPERATING EXPENSE 
INCREASES.  After the First Lease Year, Tenant shall not be liable for any 
increase in the Specified Project Operating Expenses for any Lease Year 
during the Term in excess of five percent (5%) (calculated on a per rentable 
square footage basis) per Lease Year on a compounded basis (E.G., the maximum 
Specified Project Operating Expense for which Tenant shall be responsible in 
the second Lease Year shall be $0.047775 per rentable square foot and the 
maximum Specified Project Operating Expenses for which Tenant shall be 
responsible in the third Lease Year shall be $0.050164 per rentable square 
foot); provided, however, that increases in the Specified Project Operating 
Expenses which directly result from governmentally mandated costs or fees 
(E.G., penalties for excess water usage) shall not be subject to the above 
limitation.  For purposes of this Section 6.a(viii), Real Estate Taxes shall 
not be included in the Specified Project Operating Expenses (as Real Estate 
Taxes shall be subject to the limitation set forth in Section 6.b(iv)).  The 
limitation set forth in this Section 6.a(viii) shall not apply to any other 
Operating Expenses.

               (ix)  COLLECTION.  Landlord shall use reasonable efforts to 
keep the Operating Expenses at reasonable amounts while operating the Project 
as a first-class office/research and development campus and there shall not 
be included in Operating Expenses any costs in excess of those that would be 
reasonably incurred by prudent owners who act as operators and managers of 
similar first-class office/research and development campuses located in the 
cities of Sunnyvale, Santa Clara, Milpitas and the North San Jose area 
("Similar Facilities"), which owner operators and managers are not generally 
engaged in the operation and management of Similar Facilities or other 
properties and do not have access to the economies and resources available to 
operators and managers of Similar Facilities or other properties.  Landlord 
shall not collect in excess of one hundred percent (100%) of any operating 
Expense or any Operating Expense more than once.  All Operating Expenses 
shall be determined in accordance with generally accepted accounting 
principles and practices, consistently applied.  Landlord's statement of 
Operating Expenses shall be certified by a certified public accountant or 
signed and certified to be correct by Landlord.


                                      9

<PAGE>


               (x)      RIGHT TO CHALLENGE.  Tenant shall have the right, by 
giving written notice to Landlord at any time within one (1) year after 
receipt of any statement of Operating Expense, to challenge the accuracy of 
any Operating Expense set forth in the statement.  Failure to timely notify 
Landlord of a challenge shall be a waiver of Tenant's right to challenge the 
Operating Expenses set forth in the applicable statement.  If Tenant 
challenges any Operating Expenses, Landlord shall make Landlord's books and 
supporting documents available at reasonable times during office hours and 
upon reasonable prior notice for Tenant to audit.  If requested by Tenant, 
Landlord shall provide adequate work space within Landlord's offices for 
Tenant's authorized representatives to review the books and supporting 
documents.  Tenant shall pay the cost and expenses of any audit unless the 
audit shows an overstatement of at least five percent (5%) in the Operating 
Expenses, in which event Landlord shall pay the costs and expenses of the 
audit.  Landlord shall pay any overstated amounts to Tenant, together with 
interest at the rate of ten percent (10%) per annum from the date of 
overpayment to the date payment is made by Landlord (and, if applicable, the 
cost of the audit), within thirty (30) days after the amount of the 
overstatement is finally determined.

               (xi)     SURVIVAL.  If the exact amount of any item payable by 
Tenant under this Section 6 which would not otherwise be due until after the 
Expiration Date or termination of this Lease is uncertain as of the 
Expiration Date or termination of this Lease, the item shall be paid by 
Tenant to Landlord within sixty (60) days after Landlord's notice to Tenant 
of Landlord's final determination of the exact amount.

               (xii)    NOTICE OF OBLIGATION.  Landlord shall provide Tenant 
with at least two (2) months' prior notice ("Rent Adjustment Notice") of the 
effective date of any adjustments in Rent which are to be made under this 
Lease. If Landlord fails to give notice to Tenant at least two (2) months 
prior to the date an adjustment is to be effective, (A) Tenant shall have the 
right, for a period of two (2) months after the Rent Adjustment Notice, to 
pay Rent in an amount equal to the Rent payable prior to the adjustment, and 
(B) within two (2) months after Tenant receives the appropriate Rent 
Adjustment Notice, Tenant shall pay, without any penalty or interest, any 
accrued increases in Rent during the two (2) month period stated in the Rent 
Adjustment Notice.

               (xiii)   ESTIMATED PAYMENTS.  Prior to the commencement of 
each Lease Year during the Term, or as soon thereafter as is practicable, 
Landlord shall estimate the Operating Expenses payable by Tenant pursuant to 
this Section 6.a and Tenant shall pay to Landlord on the first of each month, 
in advance, one-twelfth (1/12) of Landlord's estimated amount of Tenant's 
Share ("Tenants Share") of Building 2 Operating Expenses, Building 3 
Operating Expenses and Project Operating Expenses.  Subject to the provisions 
of Section 6.a(xii), if Landlord's estimate is given at any time after the 
beginning of a Lease Year, the first payment after delivery of the estimate 
shall include the aggregate of the underpayments for the prior months in the 
Lease Year as if the applicable statement of estimated Operating Expenses 
been timely given prior to the beginning of the Lease Year and as if the 
adjusted amounts of Operating Expenses had been due from the first month of 
the Lease Year.  Landlord's estimate shall include a comparison, by each 
category, of the prior Lease Year's Operating Expenses (in terms of both 
dollars and percentages) and, if requested by Tenant, shall include a 
reasonably 


                                    10
<PAGE>


detailed description of the reasons for increases to support Landlord's 
estimate.  If Landlord does not provide an estimate (and, if requested by 
Tenant, a reasonably detailed description) to Tenant prior to the 
commencement of a Lease Year, Tenant shall continue, until the month after 
Tenant receives Landlord's estimate of the revised Operating Expenses (and, 
if requested by Tenant, reasonable, detailed documentation), to pay the 
Operating Expenses based on the prior Lease Year's estimate.  After a Lease 
Year has commenced, Landlord may revise its estimate of Operating Expenses; 
provided that Landlord shall not revise its estimate more than twice during 
any Lease Year.

               (xiv)    ADJUSTMENT IN ESTIMATED PAYMENTS.  Tenant's Share of 
Building 2 Operating Expenses, Tenant's Share of Building 3 Operating 
Expenses and Tenant's Share of the Project Operating Expenses shall be 
adjusted as applicable every time during the Term that there is an increase 
or decrease in either (A) the rentable square footage of the Premises leased 
by Tenant or (B) the rentable square footage of the Project.  The increases 
or decreases shall result from Tenant leasing additional or less Building 2 
Space or as a result of Landlord making additional improvements to the 
Project.

               (xv)     ANNUAL ADJUSTMENT.  Within ninety (90) days after the 
end of each Lease Year, Landlord shall deliver to Tenant a final statement of 
actual Operating Expenses for the Lease Year and there shall be an adjustment 
made to account for (A) any difference between the actual and the estimated 
Operating Expenses for the previous Lease Year and (B) any change in the 
actual rentable square footage of the Premises Tenant leased during the 
previous Lease Year.  If Tenant has overpaid the amount of Operating Expenses 
owing pursuant to this Section 6.a, Tenant shall subtract the amount of the 
overpayment from the next payment of Rent; provided, that in the case of an 
overpayment for the final Lease Year of the Term, Landlord shall refund the 
overpayment to Tenant within sixty (60) days after Landlord's determination 
(which shall be made in a timely manner) that there was an overpayment.  If 
Tenant has overpaid the amount of Operating Expenses by more than five 
percent (5%), Tenant shall be entitled to interest, at the rate of ten 
percent (10%) per annum, on the amount of the overpayment from the date of 
the overpayment to the date of application of the overpayment to Rent (or 
refund by Landlord).  If Tenant has underpaid the amount owing pursuant to 
this Section, Tenant shall pay the amount of the underpayment to Landlord 
within sixty (60) days after receipt of Landlord's written demand accompanied 
by a final statement of the Operating Expenses.

          b.   REAL ESTATE TAXES.

               (i)      GENERAL.  Subject to Section 6.b(ii), "Real Estate 
Taxes" shall mean the aggregate amount of real estate taxes, personal 
property taxes and other similar charges on real property or improvements, 
assessments, special assessments and all other charges levied or assessed 
upon the Project or the Buildings, other than any water or sewer charges to 
the extent the same are included in Operating Expenses for the applicable 
Lease Year.  If because of any change in the taxation of real estate, any 
other tax, assessment or surcharge of any kind or nature (including any 
franchise, income, profit, sales, use, occupancy, gross receipts or rental 
tax) is imposed upon, against or with 


                                   11
<PAGE>


respect to the Project, the Buildings, the Common Areas (including the 
parking areas or the number of parking spaces) or the occupancy, rents or 
income therefrom or the ownership or owners (direct or indirect) thereof, 
either in lieu of, in substitution for or in addition to any of the foregoing 
Real Estate Taxes, such other tax, assessment or surcharge shall be deemed 
part of Real Estate Taxes.  With respect to any Lease Year, all reasonable 
expenses, including attorneys', accountants' and experts' reasonable fees and 
expenses, incurred in contesting the validity or amount of Real Estate Taxes, 
the assessed valuation of the Project or the Buildings or in obtaining a 
refund of Real Estate Taxes shall be considered as part of the Real Estate 
Taxes for that Lease Year to the extent that the prudent owner of Similar 
Facilities (under similar circumstances) would expend the fees and expenses.

               (ii)     EXCLUSIONS.  The following shall not constitute Real 
Estate Taxes for purposes of this Lease: (A) except as set forth in Section 
6.b(i) above, any state, local, federal, personal or corporate income tax 
measured by the income of Landlord; (B) except as set forth in Section 6.b(i) 
above, any estate, inheritance, or gross rental receipts tax; (C) except as 
set forth in Section 6.b(i) above, any franchise, succession or transfer 
taxes; (D) interest on taxes or penalties resulting from Landlord's failure 
to pay taxes; (E) any increases in taxes attributable to improvements 
constructed by or for Tenant; (F) any increases in taxes attributable to 
change of ownership (E.G., sale) of all or any part of the Premises, 
Buildings or Project to any entity which is not Tenant or an Affiliate (as 
defined in Section 19.9 hereof); (G) any assessments which are levied as a 
result of Landlord's construction of additional improvements to the Project; 
(H) real estate taxes resulting from tenant improvements costing in excess of 
Eight Dollars ($8.00) per rentable square foot ("Overstandard Tenant 
Improvements") made by other tenants of the Project (which shall be treated 
in accordance with the provisions of Section 6.b(iii)); or (I) any 
entitlement fees or taxes which are essentially payments to a governmental 
agency for the right to make improvements to the Buildings, the Project, the 
surrounding area or other projects of Landlord.

               (iii)    OVERSTANDARD TENANT IMPROVEMENTS.  Real Estate Taxes 
resulting from (A) Overstandard Tenant Improvements by Tenant or (B) from any 
other tenant improvements or Alterations made within the Premises shall not 
be included in the Operating Expenses but instead shall be the obligation of 
Tenant.  Real Estate Taxes resulting from Overstandard Tenant Improvements 
made to other portions of the Project (E.G., by other tenants of the Project) 
shall not be included in the Operating Expenses and Tenant shall not have an 
obligation for such Real Estate Taxes.

               (iv)     LIMIT ON ANNUAL INCREASE OF REAL ESTATE TAXES.  The 
Real Estate Taxes to be included in the Operating Expenses for the First 
Lease Year shall be based on Forty-Three Million Dollars ($43,000,000.00) 
(representing the reassessment of the Project based on the transaction 
pursuant to which Landlord acquired the Project), subject to increase for the 
first Eight Dollars ($8.00) per rentable square foot of tenant improvements 
but shall not include Overstandard Tenant Improvements constructed for the 
benefit of Tenant.  Subject to the provisions of Section 6.b(v), the Real 
Estate Taxes which shall be included in the Operating Expenses for any Lease 
Year during the Term after the First Lease Year shall not be in excess of one 
hundred and two percent (102%) 


                                      12
<PAGE>


of the Real Estate Taxes included in the Operating Expenses for the 
immediately preceding Lease Year.

               (v)      GOVERNMENTAL CHANGES.  The limitation on increases of 
Real Estate Taxes set forth in Section 6.b(iv) shall not apply to any 
increases resulting from (1) governmental changes in the manner of 
determining the amount of the Real Estate Taxes due (E.G., governmental 
changes resulting from (A) determination that Proposition 13, and the 
applicable provisions of the California Constitution (E.G., Article XIII), 
are unconstitutional or (B) increases, above two percent (2%), in the 
permitted annual percentage rate of increase in the "full cash value", as 
defined in Article XIII.A, Section 2 of the California Constitution), (2) any 
change described in the second sentence of Section 6.b(i) hereof, (3) any 
expenses described in the third sentence of Section 6.b(i) hereof, and (4) as 
a result of any tenant improvements, but only to the extent of Eight Dollars 
($8.00) per rentable square foot of such improvements.

          c.       PERSONAL PROPERTY TAXES.  Tenant shall pay or cause to be 
paid, prior to delinquency, any and all taxes and assessments levied upon all 
improvements, alterations, fixtures, trade fixtures, inventories and other 
personal property placed in and upon the Premises by Tenant.

          d.   LESS THAN FULL OCCUPANCY.

               (i)      BUILDINGS.  If less than one hundred percent (100%) 
of the rentable square footage of either Building 2 or Building 3 is 
occupied, the Operating Expenses for the Building (I.E., Building 2 or 
Building 3) shall be adjusted to equal Landlord's reasonable estimate of the 
Operating Expenses if one hundred percent (100%) of the rentable square 
footage of the Building were occupied.

               (ii)     PROJECT.  If less than one hundred percent of the 
rentable square footage of the Project is occupied, the Operating Expenses 
for the Project shall be adjusted to equal Landlord's reasonable estimate of 
the Operating Expenses for the Project if one hundred percent (100%) of the 
rentable square footage of the Project were occupied.

          e.   AMENITIES EXPENSES.

               (i)      SUMMARY AND ESTIMATED AMENITIES EXPENSES.  Set forth 
in EXHIBIT B-2 to this Lease are (A) a summary of the Amenities Expenses for 
the 1990 and 1991 calendar years; and (B) an estimate of the Amenities 
Expenses for the 1992 and 1993 Lease Years.

               (ii)     AMENITIES COMMITTEE.  The responsibility for 
determining the Amenities Expenses for the period after the Commencement Date 
shall be vested in an amenities committee ("Amenities Committee").  The 
Amenities Committee shall at all times consist of two (2) members; one (1) 
member shall be Landlord's Property Manager (or other individual appointed by 
Landlord) and the other member shall be Pacific Bell's Asset Manager (or 
other individual appointed by Pacific Bell).  The Amenities Committee shall 
meet at Landlord's offices at the Project (or such other place as may be 


                                     13
<PAGE>


agreed upon by the Amenities Committee) as frequently as the Amenities 
Committee may determine.

               (iii)    AMENITIES EXPENSES BUDGET.  Not less than sixty (60) 
days prior to the beginning of each Lease Year during the Term, the Amenities 
Committee shall agree upon a budget ("Amenities Expenses Budget") stating an 
estimate of the Amenities Expenses and Tenant's Share of Amenities Expenses 
(determined in accordance with Section 6.e(ix) hereof) for the upcoming Lease 
Year.  Each Amenities Expenses Budget shall only include those costs and 
expenses which are reasonable and necessary to operate and maintain the 
Project Amenities in a first-class manner, consistent with comparable 
amenities within Similar Facilities operated by prudent owners operating 
comparable amenities. If the Project Amenities are being operated by an 
unaffiliated third party approved by the Amenities Committee, its fees and 
expenses (if payable pursuant to a written contract) and any costs that it 
advises should be incurred shall conclusively be deemed to be reasonable and 
necessary.  Notwithstanding anything to the contrary set forth herein, 
Landlord shall not be obligated to provide any facility, service or other 
amenity during a particular period if the cost therefore will not be included 
in the Amenities Expense Budget.

               (iv)     CAPITAL IMPROVEMENTS.  The Amenities Committee shall 
approve any and all capital improvements, the cost of which are to be 
included in Amenities Expenses.

               (v)      AMENITIES EXPENSES.  The term "Amenities Expenses" 
shall mean the reasonable, actual and necessary operating expenses, approved 
by the Amenities Committee, which are paid by Landlord in connection with the 
Project Amenities.  Goods and services comprising the Amenities Expenses 
shall be obtained at competitive prices.  The Amenities Expenses shall be 
directly attributable to the operations, maintenance, management and repair 
of the Project Amenities, as determined under generally accepted accounting 
principles, consistently applied, for the applicable period.  Amenities 
Expenses shall be the following to the extent incurred solely in connection 
with the Project Amenities: (A) premiums for insurance; (B) fees, charges, 
expenses, wages, salaries and related expenses and benefits (including, 
without limitation, fringe benefits, payroll taxes, worker's compensation and 
uniforms) of employees or other persons or entities (including, without 
limitation, those payable to a third party operating or managing the Project 
Amenities or providing services therefor) engaged in management, operation, 
maintenance and security; (C) the reasonable cost of repairs and general 
maintenance (excluding those paid for by proceeds of insurance or other 
parties); (D) reasonable charges for steam, heat, ventilation, air 
conditioning, water, gas, electricity and other utilities used or consumed in 
connection with the Project Amenities; (E) the cost of supplies and 
equipment; (F) the cost of governmental licenses and permits, or renewals 
thereof, necessary for the operation of the Project Amenities; and (G) the 
cost of capital improvements approved by the Amenities Committee (as provided 
in Section 6.e(iv)), amortized on a straightline basis over the useful life 
thereof in accordance with generally accepted accounting principles, 
consistently applied; and (H) all other reasonable, actual expenses approved 
by the Amenities Committee, paid in 


                                    14
<PAGE>


connection with the operation, maintenance, management and repair of the 
Project Amenities.

               (vi)     EXCESS USE OF PROJECT AMENITIES.  Tenant shall pay to 
Landlord the resulting increase in Amenities Expenses if (A) as a result of 
Tenant's extended operating hours or increased employment of persons, 
Tenant's use of the Project Amenities exceeds the use of the Project 
Amenities by other tenants in the Project and (B) as a result of Tenant's 
increased use, Landlord is required to extend the hours that the Project 
Amenities are available or the services provided.  The amount of the increase 
shall be reasonably determined by the Amenities Committee.

               (vii)    COLLECTION.  Landlord shall use reasonable efforts to 
keep the Amenities Expenses at reasonable amounts while operating the Project 
Amenities in a first class manner for comparable amenities within Similar 
Facilities.  Landlord shall not collect in excess of one hundred percent 
(100%) of any Amenities Expense or any Amenities Expense more than once.

               (viii)   RIGHT TO CHALLENGE.  Tenant shall have the right, by 
notice in writing to Landlord given at any time within one (1) year after 
receipt of any statement of Amenities Expense, to challenge the accuracy of 
any Amenities Expenses.  Failure to timely notify Landlord of a challenge 
shall be a waiver of the right for the applicable statement.  If Tenant 
challenges any Amenities Expenses, Landlord shall make Landlord's books and 
supporting documents available at reasonable times during office hours and 
upon reasonable prior notice for Tenant to audit.  If requested, Landlord 
shall provide adequate work space within Landlord's offices for Tenant's 
authorized representatives to review the books and supporting documents.  
Tenant shall pay the costs and expenses of any audit unless the audit shows 
an overstatement of at least five percent (5%) in the Amenities Expenses, in 
which event Landlord shall pay the cost and expenses of the audit.

               (ix)     ESTIMATED PAYMENTS.  Tenant shall pay to Landlord 
Tenant's Percentage Share of Amenities Expenses for each Lease Year on an 
estimated basis, in the same manner and subject to the same terms and 
conditions as set forth for the payment of Operating Expenses pursuant to 
Section 6.a(xiii) hereof.  Tenant's Percentage Share of Amenities Expenses 
shall be the product of (A) a fraction, the numerator of which shall be the 
rentable square footage of the Premises actually occupied by Tenant at the 
commencement of the then current Lease Year and the denominator of which 
shall be the total rentable square footage of the Project, TIMES (B) the 
estimated Amenities Expenses for the Lease Year.

               (x)      ADJUSTMENT IN ESTIMATED PAYMENTS.  Tenant's 
Percentage Share of Amenities Expenses shall be adjusted every time during 
the Term that there is an increase or decrease in either (A) the rentable 
square footage of the Premises leased by Tenant or (B) the rentable square 
footage of the Project. The increases or decreases shall result from Tenant 
leasing additional or less Building 2 Space or as a result of Landlord making 
additional improvements to the Project.


                                    15
<PAGE>


               (xi)     ANNUAL ADJUSTMENT PERIOD.  Within ninety (90) days 
after the end of each Lease Year, Landlord shall deliver a final statement to 
Tenant of actual Amenities Expenses for the Lease Year and there shall be an 
adjustment made to account for any difference between (A) the actual and the 
estimated Amenities Expenses for the previous Lease Year and (B) the actual 
rentable square footage of the Premises during the previous Lease Year, the 
actual rentable square footage of the Project and the rentable square footage 
used to calculate Tenant's Percentage Share of Amenities Expenses in the 
estimated budget which may have been revised during the Lease Year, in 
accordance with Section 6.e(x).  If Tenant has overpaid the amount of the 
Amenities Expenses owing pursuant to this Section, Tenant shall subtract the 
amount of the overpayment from the next payment(s) of Rent; provided, that in 
the case of an overpayment for the final Lease Year of the Term, Landlord 
shall refund the overpayment to Tenant within sixty (60) days after the 
Amenities Committee's determination (which shall be made in a timely manner) 
that there was an overpayment.  If Tenant has overpaid the amount of 
Amenities Expenses by more than five percent (5%), Tenant shall be entitled 
to interest, at the rate of ten percent (10%) per annum, on the amount of the 
overpayment from the date of the overpayment to the date of application of 
the overpayment to Rent (or refund by Landlord).  If Tenant has underpaid the 
amount owing pursuant to this Section, Tenant shall pay the amount of the 
underpayment to Landlord within sixty (60) days after receipt of Landlord's 
written demand accompanied by a final statement of the Amenities Expenses.  

          f.   RIGHT TO DISCONTINUE USE OF CAFETERIA.  Tenant shall have 
the right, in accordance with the terms of this Section 6.f., to discontinue 
its use of the Cafeteria.

               (i)      NOTICE.  Upon not less than one (1) year's prior 
notice to Landlord, Tenant may elect to discontinue its use of the Cafeteria 
at any time during the Term.

               (ii)     PAYMENT.  Not later than the date designated by 
Tenant that its use of the Cafeteria will cease (the "Cafeteria Termination 
Date"), Tenant shall deliver to Landlord a termination payment (the 
"Cafeteria Termination Payment").  The Cafeteria Termination Payment shall be 
an amount equal to the unamortized portion of any additional capital 
expenditures (including expenditures for fixtures and equipment) approved by 
the Amenities Committee (pursuant to Section 6.e(iv)) made by Landlord which 
the Amenities Committee reasonably determined (A) to be necessary to 
adequately provide food and beverage service to Tenant's employees and (B) 
would not be necessary if Tenant had not used the Cafeteria.  If Tenant makes 
the Cafeteria Termination Payment in a timely manner, Tenant shall have the 
right, within sixty (60) days after the Cafeteria Termination Date, to remove 
the fixtures and equipment for which the Cafeteria Termination Payment was 
paid (I.E., the fixtures and equipment upon which the Cafeteria Termination 
Payment was calculated) but only to the extent that such removal shall not 
result in any permanent damage to any portion of the Project, and provided 
that Tenant shall repair any damage caused by such removal.

               (iii)    REIMBURSEMENT EXPENDITURES.  Landlord shall obtain 
the Amenities Committee's approval (pursuant to Section 6.e(iv)) prior to 
Landlord making 


                                   16
<PAGE>


any capital expenditures for fixtures or equipment for which Landlord will 
desire any reimbursement as part of the Cafeteria Termination Payment.

               (iv)     METHOD OF AMORTIZATION.  Any capital expenditure 
which is to be part of the Cafeteria Termination Payment shall be amortized 
over the useful life (as determined under generally accepted accounting 
principles, consistently applied) of the item for which the capital 
expenditure was made.

               (v)      REDUCED AMENITIES EXPENSES.  On the Cafeteria 
Termination Date, any and all costs and expenses associated with the 
Cafeteria shall be excluded from Amenities Expenses payable under this Lease.

          g.   USE OF HEALTH CLUB.

               (i)      SUBJECT TO AMENITIES COMMITTEE.  Use of the Health 
Club by Tenant shall be limited to employees of Tenant who work at the 
Project and their immediate families.  Operations of the Health Club shall be 
subject to the terms and conditions (E.G., rules) established by the 
Amenities Committee.

               (ii)     RULES OF TENANT.  In addition to the terms and 
conditions established by the Amenities Committee, Tenant may impose 
additional restrictions on the use of the Health Club by its employees.  For 
example, (A) Tenant may limit the use of the Health Club to employees of 
Tenant who work at the Project, and (B) Tenant's employees who desire to use 
the Health Club may be required to present proof of their compliance with 
Tenant's required physical health and fitness assessment program and sign 
participation waivers in the form provided by Tenant, prior to being allowed 
to use the Health Club.  Tenant shall pay the costs of imposition of any 
additional restrictions which Tenant requests on the use of the Health Club 
by its employees.

               (iii)    HEALTH CLUB MANAGEMENT.  Tenant's Asset Manager (or 
designee) shall meet with Landlord and/or Landlord's operator of the Health 
Club as often as Tenant reasonably determines is necessary to (A) coordinate 
the programs and activities provided at the Health Club and (B) agree on the 
terms and conditions (E.G., rules) applicable to use of the Health Club.

               7.  PRORATION OF RENT.

          a.       COMMENCEMENT DATE.  If the Commencement Date is not the 
first day of the month, or the end of the Term is not the last day of the 
month, Rent shall be appropriately prorated on a monthly basis (based on the 
number of days in the month) for the fractional month during the month which 
this Lease commences or terminates.

          b.       TERMINATION.  The termination of this Lease with respect 
to all or any portion of the Premises shall not affect the obligations of 
Landlord and Tenant pursuant to Section 6 which are to be performed after the 
termination.


                                 17

<PAGE>

     8.   INSURANCE AND INDEMNITY.

          a.   TENANT'S INSURANCE.  Tenant shall obtain and keep in full 
force and effect at all times at Tenant's sole cost and expense, the 
insurance described on Exhibit F hereto.  All such insurance shall (i) be 
written by an insurance company licensed and qualified to do business in the 
State of California which is reasonably acceptable to Landlord, (ii) shall 
name Landlord, and any person firms or corporations (including any management 
agent, Lessor or Mortgagee (each as hereinafter defined)) designated by 
Landlord as insureds and (iii) shall contain a clause that the insurer will 
not cancel or change the insurance without first giving Landlord 30 days' 
prior written notice.  An original copy of such policies or renewals thereof 
or certificates of insurance therefor shall be delivered to Landlord upon 
execution and 30 days prior to expiration of any then existing policies, as 
the case may be.  Tenant shall not carry separate or additional insurance, 
concurrent in form or contributing in the event of any loss or damage, with 
any insurance required to be obtained by Tenant under this Lease.

          b.   INDEMNITY AND NON-LIABILITY.  (i) Neither Landlord nor 
Landlord's agents nor any Lessor or Mortgagee shall be liable to Tenant or 
Tenant's agents or any other occupant of the Premises, and Tenant shall 
indemnify and hold harmless Landlord, any Lessor and Mortgagee, their 
successors and assigns and their respective agents from any loss, cost, 
liability, claim, damage, expense (including reasonable attorney's fees and 
disbursements), penalty or fine incurred in connection with or arising from 
any injury to Tenant or to any other person or for any damage to, or loss (by 
theft or otherwise) of, any of Tenant's property or the property of any other 
person, irrespective of the cause of such injury, damage or loss (including 
the acts or negligence of any tenant or of any owners or occupants of 
adjacent or neighboring property or caused by operations in construction of 
any private, public or quasi-public work) unless due to the gross negligence 
or willful misconduct of Landlord or Landlord's agents. However, even if such 
loss or damage is caused by the gross negligence or willful misconduct of 
Landlord or its agents, Tenant waives, to the full extent permitted by law, 
any claim for consequential damages in connection therewith. To the extent of 
Tenant's insurance coverage, Landlord and its agents shall not be liable for 
any loss or damage to any person or property due to the gross negligence or 
willful misconduct of Landlord or its agents.

               (ii)  Neither any (A) performance by Landlord, Tenant or others
of any repairs, improvements, alterations, additions, installations,
substitutions, betterments or decorations in or to the Project, the Buildings
equipment and systems or the Premises, (B) failure of Landlord or others to make
any such repairs or improvements, (C) damage to the Project, the Building
equipment or systems, the Premises or Tenant's property, (D) injury to any
persons caused by other tenants or persons in the Buildings, or by operations in
the construction of any private, public, or quasi-public work, or by any other
cause, (E) latent defect in the Buildings, the Building equipment or systems,
the Common Areas or the Premises, nor (F) inconvenience or annoyance to Tenant
or injury to or interruption of Tenant's business by reason of any of the events
or occurrences referred to in the foregoing subdivisions (A) through (E), shall
impose any liability on Landlord to Tenant other than, subject to Sections 31.k.
and 31.l. hereof, such liability as may be imposed upon Landlord by law for the
gross negligence 


                                       18

<PAGE>

of Landlord or Landlord's agents in the operation or maintenance of the 
Project or the Building equipment or systems or for the breach by Landlord of 
any express covenant of this Lease on Landlord's part to be performed.

               (iii)  Tenant hereby indemnifies and holds harmless Landlord 
and Landlord's agents and Lessors or Mortgagees from any loss, cost, 
liability, claim, damage, expense (including reasonable attorney's fees and 
disbursements), penalty or fine incurred in connection with or arising from 
(A) any default by Tenant in the performance of any of the terms of this 
Lease on Tenant's part to be performed, or (B) any acts, omissions or 
negligence of or the use or occupancy or manner of use or occupancy of the 
Premises by Tenant, any assignee, sublessee, invitee or other person claiming 
by, through or under Tenant or any of their respective agents, or (C) any 
accident, injury or damage whatsoever caused to any person or to the property 
of any person and occurring in or about the Premises, or (D) any accident, 
injury or damage whatsoever caused to any person or to the property of any 
person and occurring in or about the Project, resulting or claimed to have 
resulted from an act or omission of Tenant, or any of their respective 
agents.  Tenant's obligations under this Section 8 shall survive the 
expiration or earlier termination of this Lease.

               (iv)  Tenant shall pay to Landlord as Rent, within 5 days 
after submission by Landlord to Tenant of bills or statements therefor, sums 
equal to all losses, costs, liabilities, claims, damages, fines, penalties 
and expenses referred to in this Section 8.b.

          c.   WAIVER OF SUBROGATION.  (i) Landlord and Tenant shall each 
endeavor to procure an appropriate clause in, or endorsement to, each of its 
policies for fire and extended coverage insurance pursuant to which the 
insurance company waives subrogation or consents to waiver of its right of 
recovery against the other party, which, in the case of Tenant, shall be 
deemed to include any subtenant in the Premises, and having obtained such 
clause or endorsement of waiver of subrogation or consent to a waiver of the 
right of recovery, such party hereby agrees that it will not make any claim 
against or seek to recover from the other, and it waives all claims and 
recoveries to the extent of any such waiver, for any loss or damage to its 
property or the property of others covered by such fire or extended coverage 
insurance; PROVIDED, HOWEVER, that the release, discharge and covenant not to 
sue herein contained shall be limited by the terms and provisions of the 
waiver of subrogation clause or endorsement, or the clause or endorsement 
consenting to a waiver of right of recovery, and shall be co-extensive 
therewith.

               (ii)  If either party hereto shall not be able to obtain such 
clause or endorsement on a particular policy or if the inclusion of such 
clause or endorsement would result in an increase in premium, then that party 
shall so notify the other party hereto at least 15 days prior to the date the 
policy is to take effect.  The other party shall be obligated to pay the 
amount of any increase in premium resulting from the inclusion of such clause 
or endorsement unless such other party notifies the party obtaining the 
insurance, promptly following notice of the amount of such increase, that 
such other party declines to pay such increase, in which event the party 
obtaining the insurance may 


                                       19

<PAGE>

omit such clause or endorsement.  If a party shall fail to give notice either 
of inability to obtain such clause or endorsement or notice of an increase in 
premium, then that party shall be deemed to have waived its right of recovery 
from the other party with respect to any loss or damage insured against by 
the policy with respect to which notice was not given as provided above.

          9.   LANDLORD INSURANCE.

          a.   ALL RISK COVERAGE.  Landlord shall procure and maintain during 
the Term "all risk" property insurance with respect to the Buildings and the 
Common Areas including coverage for earthquake damage.  The coverage shall be 
in an amount equal to one hundred percent (100%) (50% for earthquake) of the 
full insurance replacement value (replacement cost new, including debris 
removal and demolition but excluding footings, excavation and Tenant's 
improvements, furniture, fixtures and equipment).

          b.   COMMERCIAL GENERAL LIABILITY INSURANCE.  Landlord shall 
procure and maintain during the Term, at its sole cost and expense, a policy 
or policies of commercial general liability insurance, naming Tenant, and 
Tenant's directors and employees, as additional insureds, on an "occurrence" 
basis against claims for bodily injury, death, property damage or personal 
injury liability with a combined single limit of not less than Five Million 
Dollars ($5,000,000.00) in the event of injury to any number of persons or of 
damage to property, arising out of any one occurrence, including contractual 
liability and personal injury liability, with "employee" and "contractual" 
exclusions deleted.

          c.   INSURANCE CERTIFICATES (OR ENDORSEMENTS).  Landlord shall 
furnish to Tenant prior to the Commencement Date, and thereafter within 
thirty (30) days prior to the expiration of each such policy, a certificate 
of insurance (or endorsement) issued by the insurance carrier of each policy 
of insurance carried hereunder.  The certificates (or endorsements) shall 
expressly provide that the policies shall not be cancellable or subject to 
reduction of coverage or otherwise be subject to modification except after 
thirty (30) days' prior written notice to Tenant.

          10.  UTILITIES AND SERVICE.

          a.   LANDLORD'S DUTY TO PROVIDE.

               (i)  COMMON AREAS.  Landlord shall provide levels of utilities 
and services to the Common Areas which are consistent with the levels 
provided to comparable facilities in the geographical area of the Project.

               (ii) PREMISES.  Landlord shall provide levels of utilities and 
services to the Premises in accordance with Exhibit G hereto.  Landlord shall 
cause the electricity to Building 2 and Building 3 to be separately metered, 
and the cost thereof shall be paid by Tenant.  Tenant shall be charged for 
all of the electricity supplied to the applicable Buildings (determined based 
on the meters) to the extent Tenant is the sole occupant of Building 2 or 
Building 3 and otherwise shall be charged for the electricity 


                                       20

<PAGE>

supplied to the portion of the applicable Building (determined based on the 
meters and otherwise equitably) to the extent Tenant is not the sole occupant 
of Building 2 or Building 3.

               (iii)  ADDITIONAL SERVICES.  Upon Tenant's request, Landlord 
shall provide HVAC to the Premises requested by Tenant during hours other 
than Landlord's customary and normal hours for operation of the HVAC system 
within the Project (as those hours are stated in EXHIBIT D).  The use by 
Tenant of the HVAC system during hours other than those set forth in EXHIBIT 
D shall be considered excess HVAC use ("Excess HVAC Use").  Tenant shall 
reimburse Landlord the fair and reasonable cost to Landlord in providing the 
Excess HVAC Use, determined in accordance with EXHIBIT D.

          b.   INTERRUPTION IN SERVICES -- LANDLORD'S FAULT.  If there shall 
occur a failure, stoppage, interruption or reduction in the furnishing of any 
utilities or services which Landlord is required to provide to the Premises 
or to Tenant pursuant to the terms of this Lease, and if such failure, 
stoppage, interruption or reduction renders any portion of the Premises 
untenantable for a period of ten (10) consecutive business days, then, 
provided that Tenant shall not use or occupy that portion of the Premises for 
the conduct of its business during such period of ten (10) consecutive 
business days, the Rent payable with respect to such portions of the Premises 
shall be abated or reduced, as the case may be, in the proportion that the 
untenantable rentable area of the Premises bears to the total rentable area 
of the Premises on a day-by-day basis, for each day that Tenant shall not use 
or occupy the Premises, or such portion thereof, for the conduct of Tenant's 
business during the period beginning on the eleventh (11th) consecutive 
business day and terminating on the earlier of (i) the date that such portion 
of the Premises shall become tenantable again, and (ii) the date Tenant 
commences to use or occupy the Premises or such portion thereof for the 
conduct of Tenant's business.  The ten (10) business day period shall be 
reduced to such shorter period of time as required for Landlord's rent 
abatement insurance to accrue.  Tenant shall have the right to terminate this 
Lease as to any portion of the Premises for which any interruption in the 
utilities or services continues for ninety (90) consecutive days.

          11.  REPAIRS AND MAINTENANCE.

          a.   LANDLORD'S REPAIRS.

               (i)  OBLIGATIONS OF LANDLORD.  The Project shall be maintained 
and repaired to the standard of projects (and buildings) of similar type and 
use in the geographical area of the Project and in compliance with all 
applicable Laws.  Except for repairs specifically required herein to be made 
by Tenant, Landlord, at all times, shall keep, replace and maintain in 
first-class condition, order and repair: (A) all portions of the Project 
which are not a part of the Premises; (B) all portions of the roofs, roof 
structures and supports, and all structural portions of the Project 
including, but not limited to, the foundation and structural supports, 
exterior and load bearing walls, floors (but not floor coverings), gutters 
and downspouts, but excluding exterior doors and exterior glass; (C) all 
utilities to the Common Areas; (D) all Common Areas, including all driveways, 
sidewalks, parking areas; and (E) all defects in the Project as well as any 


                                       21

<PAGE>

damage to the Project.  The cost of the foregoing shall be included in 
Operating Expenses, subject to Section 6 hereof.

               (ii)  TENANT'S NOTICE TO LANDLORD.  Tenant may give Landlord a 
notice ("Tenant's Repair Notice") of any repairs that are required under the 
terms of this Lease.  Landlord promptly and diligently shall undertake the 
repairs, with Landlord to commence the repairs not later than ten (10) 
business days after receipt of a Tenant Repair Notice or such longer period 
as is reasonably necessary to prepare plans, hire consultants and 
contractors, and obtain the required materials, equipment and permits.

               (iii) LANDLORD'S FAILURE TO MAINTAIN.  If Landlord fails to 
immediately and diligently undertake to repair the Project, upon not less 
than five (5) business days' notice in writing to Landlord, Tenant may 
perform the repairs or maintenance and, in addition to any other remedies 
Tenant may have at law or in equity, Landlord shall reimburse Tenant for the 
reasonable costs of the repairs.  Tenant shall provide Landlord with 
reasonably appropriate supporting documentation evidencing the costs incurred 
by Tenant.

          b.   TENANT'S REPAIRS.  Tenant shall, at Tenant's sole cost and 
expense, keep and maintain the interior non-structural portions of the 
Premises, and the exterior doors and exterior glass of the Premises, in good 
condition, order and repair, excepting conditions covered under any 
warranties of Landlord's contractors, damage by fire and other casualties.  
Tenant, at its sole cost and expense, shall keep and maintain and take good 
care of all improvements to the Premises and all fixtures, furniture and 
equipment therein, including making repairs thereto under all circumstances, 
and Landlord shall have no liability or responsibility therefor, except where 
due to the gross negligence or willful misconduct of Landlord.  In addition, 
Tenant shall reimburse Landlord for all repairs to any portion of the Project 
the need for which arises out of (i) the performance or existence of any 
alterations or modifications of the Premises made by or for Tenant 
(including, without being limited to, the generator and storage tanks), (ii) 
the installation, use or operation of Tenant's property or fixtures, or (iii) 
the acts, omissions, negligence or misuse by Tenant or those holding under 
Tenant or any of their respective agents, or their use or occupancy or manner 
of use and occupancy of the Premises or the Project.

          12.  ACCESS TO PREMISES.

          a.   RIGHT OF LANDLORD.  Landlord, at reasonable times and upon 
reasonable notice, may enter the Premises (i) to complete construction 
undertaken by Landlord on the Buildings; (ii) to inspect; (iii) to clean, 
maintain or repair the Premises; (iv) to show the Premises to prospective 
purchasers and lenders; and, (v) during the last twelve (12) months of the 
Term, to show the Premises to prospective tenants.

          b.   RESTRICTIONS ON LANDLORD.  Landlord shall enter and conduct 
its activities in the Premises subject to Tenant's reasonable security 
regulations and in the manner which will cause the least possible 
inconvenience, annoyance, interference and disturbance to Tenant or Tenant's 
business.  Landlord shall not do any act under this 


                                       22

<PAGE>

Section which would materially and unreasonably interfere with Tenant's 
access to the Premises or use of the Premises.

          13.  ALTERATIONS AND SIGNS.

          a.   PERMITTED ALTERATIONS.  Consent of Landlord, which consent 
shall not be unreasonably withheld or delayed, shall be required for any 
structural work to be undertaken by Tenant or any work the cost of which 
exceeds $20.00 per square foot.  For purposes of this Section 13, structural 
work shall be work which materially impacts load bearing walls, floors, 
systems, utilities, services, foundations and footings or affecting or 
visible outside of the Premises or reducing the value, utility or efficiency 
of the Building.  Tenant shall have the right, without Landlord's consent, to 
make any other improvements, alterations and additions and to install 
furniture and equipment upon or to the Premises (including both the interior 
and exterior thereof).  All improvements, alterations and additions are 
herein referred to as "Alterations." Upon notice given by Landlord, Tenant 
shall remove any Alterations (other than Alterations in connection with the 
initial occupancy by Tenant of the Premises) upon the expiration or 
termination of the Lease.  

          b.   SIGNS.  Subject to compliance with applicable Laws, local 
ordinances and private restrictions, Tenant shall have the right, with 
Landlord's consent (which shall not be unreasonably withheld or delayed), to 
erect any signs ("Signs") in, on, about, or outside the Premises as Tenant 
desires.

          c.   COMPLIANCE WITH CODES.  All work undertaken by Tenant in 
connection with the Alterations and Signs shall be done in a workmanlike 
manner, in compliance with all Laws and applicable building and other codes 
and the requirements of insurance carriers, insurance rating organizations 
and underwriting boards affecting the Project, and without endangering the 
structural integrity of the Premises or adversely affecting the value or 
first-class appearance of the Project or the rentability to other tenants.

          d.   OWNERSHIP OF ALTERATIONS AND SIGNS.  Ownership of all Tenant's 
Alterations and Signs (other than those paid for by Landlord, which shall be 
owned by Landlord) shall remain in Tenant whether or not they are affixed to 
or attached to the Premises.  Tenant shall have the right, but not the 
obligation, to remove all or any part of the Alterations and Signs made or 
installed by Tenant from the Premises at any time (including expiration or 
termination of this Lease).  Tenant shall remove all furniture, fixtures and 
equipment at the expiration or termination of this Lease and shall remove 
(and restore the Premises) all Alterations if requested in writing by 
Landlord in accordance with Section 13.a. hereof.

          e.   MECHANICS' LIENS.  Tenant shall (i) pay before delinquency all 
costs and expenses of work done or caused to be done by Tenant in the 
Premises; (ii) keep the title to the Project free and clear of any lien or 
encumbrance in respect of such work; and (iii) indemnify and hold harmless 
Landlord from and against any claim, loss, cost or demand (including 
reasonable legal fees), whether in respect of liens or 


                                       23

<PAGE>

otherwise, arising out of the supplying of material, services or labor for 
such work.  Tenant shall immediately notify Landlord of any lien, claim of 
lien or other action of which Tenant has or reasonably should have knowledge 
and which affects the title to the Project or any part thereof, and shall 
cause the same to be removed within 5 days (or such additional time as 
Landlord may consent to in writing), by payment, filing of a bond permitted 
by law or otherwise.  If Tenant shall fail to remove any lien or action 
within said time period, Landlord may take such action as Landlord deems 
necessary to remove the same and the entire cost thereof shall be immediately 
due and payable by Tenant to Landlord, and such amount shall bear interest 
until paid at the rate of 10% per annum.

          f.   GENERAL ALTERATION RULES.  All Alterations shall be made 
subject to, and in performing the work involved in making all Alterations 
Tenant shall be bound by and observe, all of the following conditions:

               (i)   Tenant and Tenant's agents shall only utilize contractors 
approved by Landlord (which approval, subject to the terms of paragraph (ii) 
hereof, shall not be unreasonably withheld).

               (ii)  Tenant shall not, at any time prior to or during the 
Term, directly or indirectly employ, or permit the employment of, any 
contractor, mechanic or laborer in or about the Premises, or permit any 
materials to be delivered to or used in the Premises, whether in connection 
with any Alterations or otherwise, if such employment, delivery or use would 
interfere or cause any conflict with other contractors, mechanics or laborers 
engaged in the construction, maintenance or operation of the Buildings or the 
Project by Landlord, Tenant or others, or of any adjacent property owned by 
Landlord.  Landlord shall have the absolute right to disapprove any 
contractor selected by Tenant which presents, in Landlord's judgment, 
potential scheduling problems or the potential interference or conflict 
problems described in the preceding sentence.  In the event that after 
approval of any contractor any such interference or conflict shall arise, 
Tenant, upon demand of Landlord, shall cause all contractors causing such 
interference or conflict to leave the Building immediately.

               (iii) Prior to making any Alterations, Tenant shall, at its 
expense, obtain all permits, approvals and certificates required by any 
Governmental Authorities and, upon completion, certificates of final approval 
thereof, and shall promptly deliver to Landlord duplicates of all such 
permits, approvals and certificates.

               (iv)  Tenant and Tenant's agents shall carry, and shall cause 
their agents to carry, the insurance described in Section 8.a. and such other 
insurance as Landlord may reasonably require and shall deliver or cause to be 
delivered to Landlord the certificates evidencing such insurance promptly 
upon request therefor.

               (v)   Before proceeding with any Alterations, Tenant shall 
submit to Landlord three (3) copies of detailed final plans and 
specifications therefor for Landlord's review and prior consent.  If such 
Alterations require consent by or notice to any Lessor or Mortgagee, 
Landlord, if Landlord consents to the Alterations, will request such consent 
or give such notice and Tenant shall not proceed with the Alterations until 


                                       24

<PAGE>

such consent has been received or such notice has been given and all 
applicable conditions and provisions of the Superior Lease or Superior 
Mortgage with respect to the proposed Alterations have been met or complied 
with at Tenant's expense.  No amendments or additions to the approved plans 
and specifications shall be made without the prior consent of Landlord.

               (vi)   No Alterations costing more than $50,000 (as reasonably 
estimated by Landlord's) shall be undertaken except under the supervision of 
a licensed architect or licensed professional engineer reasonably 
satisfactory to Landlord.

               (vii)  Any Alterations for which consent has been received 
shall be promptly commenced and completed and shall be performed in a good 
and workmanlike manner using new materials of first quality and shall be 
performed in accordance with the approved plans and specifications and all 
Laws and insurance requirements and so as not to interfere with the occupancy 
of any other tenant or delay or impose any additional expense upon Landlord 
in the construction, maintenance, cleaning, repair, safety, management, 
security or operation of the Buildings or the Building equipment, and if any 
such additional expense shall be incurred by Landlord as a result of Tenant's 
making of any Alterations, Tenant shall pay such additional expense upon 
demand.

               (viii) Tenant shall reimburse Landlord upon demand for all 
reasonable costs and expenses incurred by Landlord and each Lessor and 
Mortgagee to review Tenant's plans and specifications, to inspect the 
Alterations to confirm that they have been made in accordance with approved 
plans and specifications and all Laws and insurance requirements and, if the 
Alterations affect the structure of the Building or Building equipment, the 
fees of any architects and engineers hired by Landlord to so review and 
inspect such plans, specifications and Alterations.

               (ix)   Tenant shall not install any materials, fixtures, 
furnishings or equipment, or make any other Alterations, which are subject to 
liens, conditional sales contracts, chattel mortgages or security interests.

               (x)    Upon completion of any Alterations, Tenant shall 
deliver to Landlord all plans and specifications for the Alteration submitted 
for purposes of obtaining any necessary governmental permit, together with 
all other drawings, schematics, field or margin notes, changes, revisions, 
modifications, supplements and notations pertaining thereto.

          g.   EXECUTION OF DOCUMENTS.  Within an appropriate, reasonable 
time after receipt, Landlord shall cooperate with Tenant in the execution of 
building permit applications as may be reasonably necessary to effectuate the 
intent of this Section 13, at Tenant's sole cost and expense.

     14.  USE AND COMPLIANCE WITH LAWS.

          a.   USE.  Tenant may use the Premises for any use permitted by law 
and any restrictions of record applicable to the Project.  No other Tenant or 
person acting 


                                       25

<PAGE>

by, through or under Tenant (including, without being limited to, any 
assignee or sublessee) shall have the right to use the Premises for any 
purpose other than as set forth in the Basic Lease Information, without 
Landlord's consent, not to be unreasonably withheld or delayed.  Landlord 
shall have the right to withhold consent to any proposed use that could 
compete with any business that Landlord or its affiliates may presently or 
prospectively be involved in.

          b.  COMPLIANCE WITH LAWS.  Tenant shall comply with all Laws and 
the requirements of municipal, county, state, federal and other applicable 
governmental authorities, now in force, or which may hereafter be in force, 
pertaining to the Premises or its use.  The cost of any structural changes or 
capital expenditures in or on the Premises, Building 2 or Building 3 made by 
Landlord in order to comply with any law, ordinance, rule or regulation as a 
result of Tenant's particular use of the Premises, shall be paid by Tenant.

     15.  DAMAGE OR DESTRUCTION.

          a.  LANDLORD'S OBLIGATION TO REBUILD.  If the Premises, Buildings, 
or Project are damaged or destroyed, Landlord promptly and diligently shall 
repair or rebuild the damage or destruction and rebuild the Premises (other 
than Tenant's improvements and the furniture, fixtures and equipment), 
Buildings and Project, in compliance with all applicable laws and 
regulations, to substantially their condition immediately prior to the damage 
or destruction; PROVIDED, HOWEVER, that Landlord's obligation to repair or 
rebuild under this Article 15 shall exist only to the extent that Landlord 
receives insurance proceeds.

          b.  RENT ABATEMENT.  Rent otherwise due and payable under this 
Lease shall be abated proportionately during any period in which, and to the 
extent that, by reason of any damage or destruction, there is substantial 
interference with the operation of Tenant's business in the Premises.  The 
abatement shall consider the nature and extent of interference to Tenant's 
ability to conduct business in the Premises and the need for access to 
essential services.  The abatement shall continue for the period commencing 
with the damage or destruction and ending with the date Landlord has 
completed the work under Section 15.a. above with respect to the Premises and 
Tenant has been afforded such number of additional days following completion 
of such work by Landlord as would be required to repair and restore any 
tenant improvements damaged, with the exercise of due diligence and 
continuity to the condition existing immediately prior to such damage or 
destruction.

          c.  EXCESSIVE DAMAGE OR DESTRUCTION.  Landlord or Tenant may 
terminate this Lease if the Premises, Building(s) or Project is damaged or 
destroyed to the extent that the Premises, Building(s) or Project cannot, 
with reasonable diligence, be fully repaired or restored by Landlord within 
twelve (12) months after the date of the damage or destruction and Tenant 
reasonably determines that it cannot engage in the normal conduct of its 
business.  Within forty-five (45) days after any damage or destruction, 
Landlord shall notify Tenant whether the Premises, Building(s) or Project, as 
the case may be, can be fully repaired or restored within the twelve (12) 
month period and if such 


                                       26

<PAGE>

notice states a period greater than twelve (12) months, Tenant must, within 
10 days either terminate or waive, subject to Section 15.d. hereof, its right 
to terminate.  If the Premises, Building(s) or Project, as the case may be, 
can be fully repaired or restored within the twelve (12) month period, 
Landlord promptly shall commence the process of obtaining necessary permits 
and approvals, shall commence repair of the Premises, Building(s) or Project, 
as the case may be, as soon as practical, and shall, subject to Section 15.a. 
hereof, prosecute the repair to completion.

          d.  ADDITIONAL RIGHT TO TERMINATE.  In addition to Tenant's right 
to terminate this Lease under Section 15.c., Tenant shall have the right to 
terminate this Lease if (i) Landlord fails to proceed with reasonable 
diligence to rebuild the Premises, Building(s) or Project, as the case may 
be, or (ii) for whatever reason, the Premises, Building(s) or Project, as the 
case may be, are not rebuilt within the later of (A) the period set forth in 
Landlord's notice delivered pursuant to Section 15.c. hereof or (B) the 
twelve (12) month period described in Section 15.c. hereof.

          e.  INSURANCE PROCEEDS.  If this Lease is terminated by reason of 
damage or destruction, then Landlord shall be entitled to keep any insurance 
proceeds, provided that any insurance proceeds awarded or paid by reason of 
damage to or destruction of Tenant's signs, trade fixtures, equipment or any 
property owned by Tenant under this Lease shall be paid and belong to Tenant.

     16.  EMINENT DOMAIN.  If all or any portion of Building 2, Building 3, 
the Premises or the Project is taken for public or quasi-public use by a 
governmental authority under the power of eminent domain or is conveyed to a 
governmental authority in lieu of such taking (a "Taking"), and Tenant 
reasonably determines that the Taking causes the (remaining portion of the) 
Premises to be untenantable and inadequate for use by Tenant for the purpose 
for which they were leased, then Tenant, at its option and by giving notice 
within thirty (30) days after the Taking, may terminate this Lease as of the 
date the portion of Building 2, Building 3, the Premises, or the Project is 
taken.  If a portion of the Premises is Taken but Tenant reasonably 
determines that the remaining portion is tenantable and adequate for Tenant's 
use, then this lease shall be terminated as to the portion taken or conveyed 
as of the date Tenant surrenders possession; Landlord immediately shall make 
such repairs, alterations and improvements to the Premises (exclusive of any 
improvements, furniture, fixtures and equipment), at no expense to Tenant, as 
may be necessary to render the portion not taken or conveyed tenantable, 
provided that Landlord shall have no obligation to make such repairs, 
alterations and improvements to the extent that Landlord shall not receive 
condemnation awards or proceeds for the cost thereof; and the Rent shall be 
reduced in proportion to the portion of the Premises taken or conveyed. 
Landlord shall perform the work to restore the Premises and Building 2 and 
Building 3 as nearly as possible to their original condition (to the extent 
set forth above) and with minimum interference to Tenant's normal business 
operations.  Notwithstanding the foregoing, Landlord shall have the right to 
terminate this Lease in the event of any Taking which results in 
(i) twenty-five percent (25%) or more of the Project being taken or conveyed 
or (ii) any lender having the right to require all awards and proceeds to be 
applied against the obligations under a loan held by such lender, by notice 
in writing to Tenant. Tenant shall not be entitled to share in any award 


                                       27

<PAGE>

to Landlord, but shall have the right to apply, in a separate proceeding, for 
an award for the interruption of Tenant's business; Tenant's moving and 
relocation expenses; the costs and expenses of removal of Tenant's 
Alterations (other than those paid for by Landlord), trade fixtures and 
personal property (or the award attributable to the Alterations, trade 
fixtures or personal property to the extent Tenant does not remove them) and 
the depreciation in value caused by the removal.

     17.  DEFAULT BY TENANT.

          a.  EVENTS OF TENANT DEFAULT.  Each of the following events shall 
constitute an "Event of Default" on the part of Tenant following written 
notice from Landlord:

              (i)   PAYMENT OF MONTHLY BASE RENT.  Failure to pay any
     installment of Rent pursuant to Sections 3(i) through (iv) hereof within
     three (3) business days after notice from Landlord to Tenant that the
     installment was not paid when due;

              (ii)  PAYMENT OF OTHER MONETARY OBLIGATION.  Failure to pay any
     monetary obligation, other than Rent pursuant to Sections 3(i) through 
     (iv) hereof, due and payable hereunder within five (5) business days after
     notice from Landlord to Tenant that the installment was not paid when due;

              (iii) PERFORMANCE.  Failure to commence to cure a default in
     the performance of any of Tenant's covenants, agreements or obligations
     hereunder (except defaults described in Sections 17.a.(i) and 17.a(ii)),
     within thirty (30) days after written notice from Landlord and to
     diligently and continuously prosecute to completion the cure of such
     default without delay;

              (iv)  VOLUNTARY ASSIGNMENT OF ASSETS.  Tenant's voluntary
     assignment of its assets for the benefit of its creditors;

              (v)   ATTACHMENT.  The sequestration of, attachment of, or
     execution on, any substantial part of the property of Tenant located on the
     Premises or on any property essential to the conduct of Tenant's business
     in the Premises shall have occurred and, if done involuntarily and without
     consent by Tenant, Tenant shall have failed to obtain a return or release
     of property within ninety (90) days thereafter, or prior to sale pursuant
     to the sequestration, attachment or levy, whichever is earlier;

              (vi)  REORGANIZATION.  Tenant commencing any case, proceeding
     or other action seeking reorganization, arrangement, adjustment,
     liquidation, dissolution or composition of it or its debts under any law
     relating to bankruptcy, insolvency, reorganization or relief of debtors,
     seeking appointment of a receiver, trustee, custodian, or other similar
     official for it or for all or any substantial part of its property; or


                                       28

<PAGE>

              (vii) BANKRUPTCY.  The commencement of any case, proceeding or
     other action against Tenant seeking to have an order for relief entered
     against Tenant as debtor, or seeking reorganization, arrangement,
     adjustment, liquidation, dissolution or composition of Tenant or its debts
     under any law relating to bankruptcy, insolvency, reorganization or relief
     of debtors, or seeking appointment of a receiver, trustee, custodian or
     other similar official for it or for all or any substantial part of its
     property, and such case, proceeding or other action remains undismissed for
     a period of forty-five (45) days.

          b.  LANDLORD'S REMEDIES.  Upon the occurrence of an Event of 
Default, Landlord shall have the following remedies in addition to all other 
rights and remedies provided by law, to which Landlord may resort 
cumulatively, or in the alternative:

              (i)   RECOVERY OF RENT.  Landlord shall be entitled to keep
     this Lease in full force and effect (whether or not Tenant shall have
     abandoned the Premises) and to enforce all of its rights and remedies under
     this Lease, including the right to recover Rent and other sums as they
     become due, plus interest at the rate of the percent (10%) per annum from
     the due date of each installment of Rent or other sum until paid.  Without
     limiting the foregoing, Landlord shall have the remedy described in
     California Civil Code Section 1951.4, which provides that a lessor may
     continue a lease in effect after the lessee's breach and abandonment and
     recover rent as it becomes due, if the lessee has the right to sublet or
     assign, subject only to reasonable limitations.

              (ii)  TERMINATION.  Landlord may terminate this Lease by giving
     Tenant written notice of termination.  On the giving of the notice, all of
     Tenant's rights in the Premises shall terminate.  Upon the giving of the
     notice of termination, Tenant shall surrender and vacate the Premises in
     the condition required by Section 21, and Landlord may re-enter and take
     possession of the Premises and all the remaining improvements and eject
     Tenant or any of Tenant's subtenants, assignees or other person or persons
     claiming any right under or through Tenant or eject some and not others or
     eject none.  This Lease may also be terminated by a judgment specifically
     providing for termination.  Any termination under this Section shall not
     release Tenant from the payment of any sum then due Landlord or from any
     claim for damages or Rent previously accrued or then accruing against
     Tenant.  In no event shall any one or more of the following actions by
     Landlord constitute a termination of this Lease: (A) maintenance and
     preservation of the Premises; (B) efforts to relet the Premises;
     (C) appointment of a receiver in order to protect Landlord's interest
     hereunder; (D) consent to any subletting of the Premises or assignment of
     this Lease by Tenant, whether pursuant to provisions hereof concerning
     subletting and assignments or otherwise; or (E) any other action by
     Landlord or Landlord's agents intended to mitigate the adverse effects from
     any breach of this Lease by Tenant or otherwise permitted by law.


                                       29

<PAGE>

              (iii) DAMAGES.  If this Lease is terminated pursuant to
     Section 17.b(ii), Landlord shall be entitled to damages in the following
     sums: (A) the worth at the time of award of the unpaid Rent which has been
     earned at the time of termination; PLUS (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 rental loss
     that Tenant proves could have been reasonably avoided; PLUS (C) the worth
     at the time of award of the amount by which the unpaid Rent for the balance
     of the Term after the time of award of the amount exceeds the amount of
     such rental loss that Tenant proves could be reasonably avoided; PLUS
     (D) any other amount necessary to compensate Landlord for all detriment
     proximately caused by Tenant's failure to perform Tenant's obligations
     under this Lease, or which in the ordinary course of things would be likely
     to result therefrom including reasonable amounts for the following:
     (1) expenses for cleaning, repairing or restoring the Premises;
     (2) expenses for altering, remodeling, subdividing, splitting, or otherwise
     improving the Premises for the purpose of reletting, including installation
     of leasehold improvements (whether such installation is funded by a
     reduction of Rent, direct payment or allowance to the succeeding lessee, or
     otherwise); (3) real estate broker's fees, advertising costs and other
     expenses of reletting the Premises; (4) costs of carrying the premises such
     as taxes and insurance premiums thereon, utilities and security
     precautions; (5) expenses in retaking possession of the Premises; and
     (6) attorneys' fees and court costs.  The "worth at the time of award" of
     the amounts referred to in Sections 17.b(iii)(A) and (B) is computed by
     allowing interest at the rate of ten percent (10%) per annum.  The "worth
     at the time of award" of the amounts referred to in Section 17.b(iii)(C) is
     computed by discounting such amount at the discount rate of the Federal
     Reserve Bank of San Francisco at the time of award plus one percent (1%).

              (iv)  OTHER RIGHTS AND REMEDIES.

                    (A)  To the greatest extent permitted by law, upon and 
after such entry into possession Landlord may, but shall have no obligation 
to, relet the Premises or any part thereof for the account of Tenant to any 
person, firm or corporation, other than Tenant, for such Rent, for such time 
and upon such terms as Landlord, in Landlord's sole discretion, shall 
determine, and Landlord shall not be required to accept any tenant offered by 
Tenant or to observe any instruction given by Tenant about such reletting.

                    (B)  Suit or suits for the recovery of any and all 
damages, or any installments thereof, provided for hereunder may be brought 
by Landlord from time to time at its election, and nothing contained herein 
shall be deemed to require Landlord to postpone suit until the date when the 
term of this Lease would have expired if it had not been terminated under the 
provisions of this Article 17, or under provisions of any law, or had 
Landlord not re-entered the Premises.

                    (C)  Nothing herein contained shall be construed as 
limiting or precluding the recovery by Landlord against Tenant of any damages 
to which 


                                       30

<PAGE>

Landlord may lawfully be entitled in any case other than those particularly 
provided for above.

                    (D)  Should Landlord, following any breach or default of 
this Lease by Tenant, elect to keep this Lease in full force and effect, with 
Tenant retaining the right to possession of the Premises (notwithstanding the 
fact Tenant may have abandoned the Premises), then Landlord, besides all 
other rights and remedies Landlord may have at law or equity, shall have the 
right to enforce all of Landlord's rights and remedies under this Lease, 
including the right to recover the installments of Rent as they become due 
under this Lease. During the period that Landlord elects to keep this Lease 
in full force and effect with Tenant retaining the right to possession of the 
Premises, Tenant shall have the right to assign and sublet as set forth in 
Article 19 hereof. Notwithstanding any such election to have this Lease 
remain in full force and effect, Landlord may at any time thereafter elect to 
terminate Tenant's right to possession of the Premises and thereby terminate 
this Lease for any previous breach or default which remains uncured, or for 
any subsequent breach or default.

                    (E)  Whether or not Landlord elects to terminate this 
Lease on account of any default by Tenant, Landlord shall have the right to 
terminate any and all subleases, licenses, concessions or other consensual 
arrangements for possession entered into by Tenant and affecting the Premises 
or may, in Landlord's sole discretion, succeed to Tenant's interest in such 
subleases, licenses, concessions or arrangements.  In the event of Landlord's 
election to succeed to Tenant's interest in any such subleases, licenses, 
concessions or arrangements, Tenant shall, as of the date of notice by 
Landlord of such election, have no further right to or interest in the rent 
or other consideration receivable thereunder.

                    (F)  No reference to nor exercise of any specific right 
or remedy by Landlord shall prejudice or preclude Landlord from exercising or 
invoking any other remedy in respect thereof, whether allowed at law or in 
equity or expressly provided for herein.  No such remedy shall be exclusive 
or dependent upon any other such remedy, but Landlord may from time to time 
exercise any one or more of such remedies independently or in combination.

                    (G)  In the event Landlord commences any summary 
proceeding or action for non-payment of Rent, Tenant covenants and agrees not 
to interpose, by consolidation of actions or otherwise, any counterclaim in 
any such proceeding.  To the extent permitted by law, the parties hereto 
shall and they hereby do waive trial by jury in any action or proceeding 
brought by either of the parties hereto against the other on any matters 
whatsoever arising out of or in any way connected with this Lease or the 
interpretation thereof, the relationship of Landlord and Tenant, Tenant's use 
or occupancy of the Premises, and/or any claim of injury or damage.  The 
provisions of this Section 17.b(iv)(G) shall survive the termination of this 
Lease.


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<PAGE>

              ___________                             ___________

              ___________                             ___________
              TENANT                                   LANDLORD
              INITIALS                                 INITIALS

                    (H)  No waiver by Landlord or Tenant of the breach of any 
covenant, agreement, obligation or condition of this Lease shall be construed 
to be a waiver of any future breach of the same or any other covenant, 
agreement, obligation or condition hereof.  The rights and remedies hereby 
created are cumulative, and the use of one remedy shall not be construed to 
exclude or waive the right to the use of another, or exclude any other right 
or remedy allowed by law.

     18.  TENANT'S REMEDIES UPON LANDLORD'S DEFAULT.

          a.  TENANT'S RIGHT.  If Landlord fails to perform any of its 
obligations under this Lease, Tenant shall notify Landlord (first orally then 
followed up in writing).  If, within ten (10) business days after Tenant's 
written notification, Landlord has not commenced to cure the default in 
accordance with Section 11.a(ii) hereof (or subsequently does not diligently 
pursue the cure), Tenant may present Landlord with a request for 
reimbursement of actual costs associated with Tenant's performance of 
Landlord's obligations.

          b.  NO WAIVER.  No failure by Landlord or Tenant to insist upon the 
strict performance of any term of this Lease, or to exercise any right or 
remedy upon a breach by Tenant or Landlord, respectively, of this Lease, 
shall constitute a waiver of any breach or of any term.  Efforts by Landlord 
or Tenant to mitigate the damages caused by the other party's breach of this 
Lease shall not be construed to be a waiver of Landlord's or Tenant's right 
to recover damages.  Landlord's or Tenant's waiver of any covenant, term or 
condition contained in this Lease (which waiver must be in writing) shall not 
be construed as a waiver of any subsequent breach by Tenant or Landlord, 
respectively, of the same covenant, term or condition.

     19.  ASSIGNMENT AND SUBLETTING.

          a.  CONSENT REQUIRED.  Tenant shall not, voluntarily or 
involuntarily, by operation of law or otherwise: (i) assign, mortgage, 
pledge, encumber or in any manner transfer this Lease in whole or in part, or 
(ii) sublet all or any part of the Premises, or allow any other person to 
occupy all or any part thereof (any event described in clauses (i) and 
(ii) being a "Transfer"), without the prior written consent of Landlord in 
each instance, which shall not be unreasonably withheld or delayed, and any 
attempt to do any of such acts without such consent shall be null and void 
and of no effect. Anything contained in the foregoing to the contrary 
notwithstanding, Tenant may assign this Lease or sublet all or any portion of 
the Premises to an Affiliate without the consent of Landlord.  As used 
herein, the term "Affiliate" means and includes (A) Channel Overseas 
Corporation, Wyse Technology Investments, Inc., Wyse Technology (Taiwan) 
Limited, (B) any entity that is a successor entity to Tenant or any entity 
described in 


                                       32

<PAGE>

clause (A) above, whether by restructuring, renaming, merger, consolidation, 
operation of law or otherwise, (C) any direct or indirect individual 
shareholders of, or holders of a beneficial interest in, any entity described 
in clauses (A) or (B) above, or (D) any entity that is a direct or indirect 
parent or subsidiary of any person or entity described in clauses (A), (B) or 
(C) above.

          b.  CONSENTS.  Any consent by Landlord that may hereafter be given 
to any act of Transfer shall be held to apply only to the specific 
transaction thereby approved.  Such consent shall not be construed as a 
waiver of the duty of Tenant or its successors or assigns to obtain from 
Landlord consent to any other subsequent assignment, mortgage, pledge, 
encumbrance or subletting or as a modification or limitation of the rights of 
Landlord with respect to any covenants by Tenant hereunder.

     20.  HAZARDOUS MATERIALS.

          a.  LANDLORD'S WARRANT.  Landlord represents and warrants to Tenant 
that (i) Landlord has delivered to Tenant all reports known by Landlord 
regarding Hazardous Materials within the Project or Buildings which have been 
prepared and of which Landlord is aware; and (ii) except as set forth in said 
reports, Landlord knows of no Hazardous Materials located within the Project, 
Common Areas, Buildings or Premises as of the Commencement Date except for 
usual amounts of cleaning solvents and fluids and reproduction fluids and 
other usual amounts for office operations.  Landlord shall indemnify, defend, 
protect and hold Tenant harmless from and against any and all claims, loss, 
proceedings, damages, causes of action, liability, costs or expenses 
(including attorneys' fees) arising as a result of any Hazardous Materials 
which exist within the Project, Common Areas, Buildings or Premises as of the 
Commencement Date and any Hazardous Materials which are present within the 
Project, Common Areas, Buildings or Premises after the Commencement Date 
which are not the result of the activities of Tenant, or Tenant's agents, 
assignees, subtenants, invitees, contractors or suppliers, or any machinery 
or equipment used by them or located in or servicing the Premises.

          b.  DEFINITION OF "HAZARDOUS MATERIALS".  For purposes of this 
Lease, the term "Hazardous Materials" shall include asbestos, any flammable, 
corrosive or ignitible material, any explosives, or petroleum by products, 
any radioactive materials, waste or substances or any toxic substances and 
other substances defined as "hazardous substances", "hazardous wastes", 
"extremely hazardous wastes", "hazardous materials" or "toxic substances" in 
the Comprehensive Environmental Response, Compensation and Liability Act of 
1980, as amended, 42 USC Section 9601, ET SEQ.; the Toxic Substances Control 
Act, 15 USC Section 2601, ET SEQ.; the Hazardous Materials Transportation 
Act, 49 USC Section 1801 ET SEQ.; the Resource Conservation and Recovery Act, 
42 USC Section 6901 ET SEQ.; and/or in similar federal, state or local law.

          c.  TENANT'S RESPONSIBILITY.  Unless specifically agreed to by 
Landlord, Tenant shall not use or bring on the Premises any Hazardous 
Materials other than usual and customary materials used in offices.  Any 
Hazardous Materials brought on the Premises by Tenant shall be used and 
stored in accordance with applicable state and 


                                       33

<PAGE>

federal law.  Tenant shall indemnify, defend, protect and hold Landlord 
harmless from and against any and all claims, losses, proceedings, damages, 
causes of action, liability, costs or expenses (including attorneys' fees) 
arising as a result of Tenant breach of this Section 20.c. or the existence, 
use, disposal or removal of any Hazardous Materials on or affecting the 
Project as a result of the activities of Tenant, or Tenant's agents, 
assignees, subtenants, invitees, contractors or suppliers, or any machinery 
or equipment used by them in or servicing the Premises.

          d.   SCOPE OF INDEMNITY.  The party indemnifying under this Section 
20 ("Indemnifying Party") shall employ counsel reasonably acceptable to the 
party indemnified under this Section 20 ("Indemnified Party") to prosecute, 
negotiate and defend any claims, actions or causes of action brought under 
this Section 20.  The Indemnified Party shall not have the right to 
compromise or settle any such claim, action, or cause of action without the 
Indemnifying Party's consent, except to the extent that such compromise or 
settlement does not impose liability directly on the Indemnifying Party 
without the Indemnifying Party's right to defend.  The Indemnifying Party 
shall pay any amounts arising under the indemnity to the Indemnified Party 
immediately upon demand by the Indemnified Party, together with interest 
thereon at a rate equal to one percent (1%) per annum in excess of the "Prime 
Rate" of Wells Fargo Bank, N.A. ("Wells Fargo") in effect at the time the 
Indemnified Party advances funds for amounts covered by such indemnity (Wells 
Fargo's "Prime Rate" being the interest rate announced by Wells Fargo, in San 
Francisco, California, as the base rate of interest for loans or obligations 
making reference thereto), but in no event more than the maximum rate 
permitted by law.  The Indemnifying Party's duty to indemnify the Indemnified 
Party under this Section 20 shall survive the expiration or earlier 
termination of this Lease.

     21.  SURRENDER OF PREMISES.  On the expiration or early termination of 
this Lease with respect to any portion of the Premises, Tenant shall 
surrender the portion of the Premises to Landlord in its condition as of the 
Commencement Date for the portion thereto, wear and tear, damage or 
destruction, condemnation and Alterations which Tenant is not required to 
remove pursuant to Section 13 hereof excepted.  Tenant shall have the right 
to remove from the Premises all of Tenant's personal property and trade 
fixtures.  In no event shall Tenant have any obligation to remove any cables 
or wiring which Tenant (or Landlord) has installed in the Premises so long as 
consistent with normal office installation. Tenant shall repair damage or 
perform any restoration work required by its removal.

     22.  ESTOPPEL CERTIFICATE.  At any time either party may request an 
estoppel certificate, in the form attached hereto as EXHIBIT C, from the 
other party.  The estoppel certificate, which shall be provided at no cost or 
expense to the requesting party, shall be delivered within twenty (20) days 
after receipt of a request.

     23.  SUBORDINATION.

          a.   SUBORDINATION.  Subject to the provisions of Section 23.b., 
this Lease is and sh all be subject and subordinate to all ground leases, 
operating leases, superior leases and underlying leases now or hereafter in 
effect (each, a "Superior 

                                       34

<PAGE>

Lease"), to all mortgages and deeds of trust which now or hereafter affect 
the Project, the Buildings or any ground or underlying leases thereof (each a 
"Superior Mortgage"), to all advances made or to be made under any Superior 
Mortgage and to all renewals, modifications, consolidations, replacements and 
extensions of any Superior Lease or Superior Mortgage.  The provisions of 
this section shall be automatic and shall not require any further action.  In 
confirmation of such subordination, Tenant will execute and deliver upon 
demand of Landlord any and all instruments desired by Landlord subordinating 
this lease to such Superior Lease or Superior Mortgage.  Landlord is hereby 
irrevocably appointed and authorized as agent and attorney-in-fact of Tenant 
to execute and deliver all such subordination instruments in the event Tenant 
fails to execute and deliver said instruments within 10 days after notice 
from Landlord requesting the execution thereof.

          b.   RECOGNITION OR ATTORNMENT AGREEMENT.  The subordination of 
this Lease to any Superior Mortgage or Lease shall be subject to the 
fulfillment of the conditions precedent that, subject to the remaining 
provisions of this Article 23, the Successor Lessor or Successor Mortgagee 
shall have entered into a Non-Disturbance Agreement with Tenant.

          c.   SUPERIOR LEASES; SUPERIOR MORTGAGES.  (i) Tenant agrees that, 
at the option of the landlord under any Superior Lease (each a "Lessor"), 
Tenant shall attorn to said Lessor in the event of the termination or 
cancellation of such Superior Lease or, if requested by said Lessor, enter 
into a new lease with said Lessor (or a successor ground lessee designated by 
said Lessor) (the Lessor and any designated ground lessee being a "Successor 
Lessor") for the balance of the term then remaining hereunder upon the same 
terms and conditions as those herein provided.

                (ii)  Tenant covenants and agrees that, if by reason of 
default under any Superior Mortgage, the mortgagee or beneficiary thereunder 
(each a "Mortgagee") or its designee or any other person or persons (each 
Mortgagee or other person that becomes the owner of the mortgaged property 
being a "Successor Mortgagee") enters into and becomes possessed of the said 
mortgaged property thereunder either through possession, foreclosure action 
or proceeding, deed-in-lieu of foreclosure or otherwise, or in the event of 
the sale of the said mortgaged property as a result of any action or 
proceeding to foreclose or otherwise to realize upon the security afforded by 
such Superior Mortgage, Tenant will attorn to the Successor Mortgagee as its 
landlord under this Lease, unless the Successor Mortgagee shall elect to 
terminate this Lease and the rights of the tenant hereunder.  Any Successor 
Lessor and Successor Mortgagee is herein referred to as a "Successor".

               (iii)   The foregoing provisions of this Section 23.c. shall 
inure to the benefit of any Successor, shall apply notwithstanding that, as a 
matter of law, this Lease may terminate upon the termination of the Superior 
Lease or foreclosure of the Superior Mortgage, as the case may be, shall be 
self-operative upon the election of any Successor, and no further instrument 
shall be required to give effect to said provisions.  Tenant agrees to 
execute and deliver, at any time and from time to time, upon the request of 
any Successor, instruments, satisfactory to each Successor, which may be 
necessary or 

                                       35

<PAGE>

appropriate to evidence and confirm the foregoing provisions of this Section, 
acknowledging such attornment and setting forth the terms and conditions of 
its tenancy.  Tenant hereby appoints the Lessor, Mortgagee or any Successor 
the attorney-in-fact, irrevocably, of Tenant to execute and deliver for and 
on behalf of Tenant any such instrument.  Tenant further waives the 
provisions of any statute or rule of law now or hereafter in effect which may 
give or purport to give Tenant any right of election to terminate this Lease 
or to surrender possession of the Premises in the event any proceeding is 
brought by any Mortgagee to foreclose under its Superior Mortgage or by any 
Lessor to terminate the Superior Lease, and agrees that unless and until the 
Successor, in connection with any such proceeding, shall elect to terminate 
this Lease and the rights of Tenant hereunder, this Lease shall not be 
affected in any way whatsoever by any such proceeding.

          d.   DIRECT LEASE.  Upon an attornment as set forth in Section 
23.c. above, this Lease shall continue in full force and effect as a direct 
lease between the Successor and Tenant upon all of the then executory terms 
of this Lease except that such Successor shall not be (i) liable for any 
previous act, omission or negligence of Landlord under this Lease; (ii) 
subject to any counterclaim, defense or offset which theretofore shall have 
accrued to Tenant against Landlord; (iii) bound by any previous modification 
or amendment of this Lease or by any previous prepayment of more than one 
month's rent, unless such modification or prepayment shall have been approved 
in writing by the Lessor or the Mortgagee through or by reason of which the 
Successor shall have succeeded to the rights of Landlord under this Lease; 
(iv) liable for any security deposited pursuant to this Lease unless such 
security has actually been delivered to the Successor; (v) obligated to 
repair the Premises or the Building or any part thereof in the event of total 
or substantial damage or partial condemnation, beyond such repair as can 
reasonably be accomplished from the net proceeds of insurance or condemnation 
award actually made available to the Successor or (vi) obligated to perform 
any Landlord's work or other Alterations.

          e.   RIGHT TO CURE.  If any act or omission by Landlord would give 
Tenant the right, immediately or after lapse of time, to cancel or terminate 
this Lease or to claim a partial or total eviction, abatement of rent, setoff 
or counterclaim, Tenant will not exercise any such right until (i) it has 
given written notice of such act or omission to each Lessor and Mortgagee 
whose name and address shall have previously been furnished to Tenant and 
(ii) a reasonable period for remedying such act or omission shall have 
elapsed following such giving of notice and following the time when such 
Lessor or Mortgagee shall have become entitled under the applicable Superior 
Lease or Superior Mortgage as the case may be, to remedy the same (which 
shall in no event be less than the period to which Landlord would be entitled 
under this Lease to effect such remedy).

     24.  WARRANTIES OF LANDLORD; QUIET ENJOYMENT.

          a.   WARRANTIES OF LANDLORD.  Landlord represents and warrants to 
Tenant that there are no agreements, restrictions, covenants, encumbrances or 
easements which will increase any of Tenant's obligations under this Lease or 
diminish any of Tenant's rights hereunder.  In addition, Landlord warrants 
that it shall not allow any 


                                       36

<PAGE>

portion of the real property within and adjoining the Project (over which 
Landlord has any control) to be used for any purposes which would detract 
from the desirability of the Project to Tenant.

          b.   QUIET ENJOYMENT.  Landlord covenants with Tenant that, during 
the periods that no Events of Default on the part of Tenant are outstanding, 
(i) Tenant shall and may peaceably and quietly have, hold and enjoy the 
Premises and Common Areas for the Term; (ii) neither Landlord, nor any party 
claiming under or through Landlord, shall disturb Tenant's quiet enjoyment of 
the Premises or Common Areas; and (iii) Landlord shall defend Tenant's right 
to such quiet enjoyment.  Landlord shall defend, indemnify and hold Tenant 
harmless from and against all losses and damages that arise as a result of a 
breach of Landlord's covenant under this Section.

     25.  HOLDING OVER.  If Tenant holds over and retains and fails to 
deliver possession of the Premises or any part thereof after the expiration 
or earlier termination of this Lease, the parties agree that the damage to 
Landlord will be substantial and impossible to measure accurately.  Tenant 
therefore, at the option of Landlord, shall pay as monthly Rent a sum equal 
to 125% of the amount of all Rent and any other charges hereunder payable 
during the last month of the Term, computed on a daily basis for each day 
that Tenant remains in possession.  In addition thereto, Tenant shall be 
liable for and shall pay to Landlord all damages, consequential as well as 
direct, sustained by reason of Tenant's holding over and hereby indemnifies 
Landlord from and against liability resulting from delay by Tenant in so 
surrendering the Premises, including (a) any claims made by any succeeding 
tenant or prospective tenant founded upon such delay, (b) any payment or rent 
concession which Landlord may be required to make to any succeeding or 
prospective tenant for all or any part of the Premises in order to induce 
such tenant not to terminate its lease or its negotiation therefor by reason 
of Tenant's delay in so surrendering the Premises and (c) any loss suffered 
if a succeeding or prospective tenant shall terminate its lease or not 
proceed to execute and deliver its lease by reason of Tenant's delay in so 
surrendering the Premises.  Nothing herein contained shall be deemed to 
permit Tenant to remain in possession of the Premises after the expiration or 
sooner termination of the Term of this Lease.

     26.  RECORDING.  Within thirty (30) days after the date hereof, a 
memorandum of this Lease in the form attached hereto as EXHIBIT E shall be 
signed by Landlord and Tenant (with their signatures notarized) and recorded 
in the Official Records of Santa Clara County.

     27.  ATTORNEYS' FEES.  If either party shall bring any action or legal 
proceeding for damages for an alleged breach of any provision of this Lease, 
to enforce, protect or establish any term, condition or covenant of this 
Lease, or otherwise to establish the rights of the parties, the prevailing 
party shall be entitled to recover, as a part of the action or proceedings, 
or in a separate action brought for that purpose, reasonable attorneys' fees 
and court costs as may be fixed by the court or jury.

     28.  BROKERS.  Landlord and Tenant each warrants and represents for the 
benefit of the other that it has had no dealings with any real estate broker 
or agent in connection 


                                       37

<PAGE>

with the negotiation of this Lease and that it knows of no other real estate 
broker or agent who is or might be entitled to a real estate brokerage 
commission or finder's fee in connection with this Lease.  Each party shall 
indemnify and hold harmless the other from and against any and all 
liabilities or expenses arising out of claims made by any broker or 
individual for commissions or fees resulting from the actions of the 
indemnifying party in connection with this Lease.

     29.  PARKING.

          a.   TENANT'S RESERVED PARKING SPACES.  Tenant, at no additional 
cost (except to the extent covered in the Operating Expenses), shall have the 
exclusive use of the reserved parking spaces within the Project ("Reserved 
Parking Spaces") which are at the locations shown on EXHIBIT A.  At Tenant's 
request and at no cost to Tenant, Landlord shall use best efforts to ensure 
Tenant's exclusive use of the Reserved Parking Spaces and shall construct 
signs or otherwise mark Tenant's Reserved Parking Spaces to state that they 
are for Tenant's exclusive use.

          b.   UNRESERVED PARKING SPACES.  Tenant, at no additional cost 
(except to the extent covered in the Operating Expenses), shall have the use 
of unreserved parking spaces within the Project ("Unreserved Parking Spaces") 
to the extent that the total of all Reserved Parking Spaces and Unreserved 
Parking Spaces shall afford Tenant use of parking spaces at an aggregate 
ratio of four (4) parking spaces for each one thousand (1,000) rentable 
square feet of the Premises.  The Unreserved Parking Spaces shall be within 
the locations shown on EXHIBIT A.  Tenant shall have the use of the 
Unreserved Parking Spaces, in common with other tenants of the Building, upon 
such reasonable terms and conditions as may from time to time be established 
by Landlord.

          c.   COMPLIANCE OF PARKING LAWS AND REGULATIONS.  Landlord shall 
maintain all parking areas in first class condition, including striping, 
security, lighting, and repair.  Landlord represents and warrants that 
throughout the Term the parking spaces Landlord provides to Tenant shall 
comply with all applicable laws and regulations and that they shall be 
sufficient in number to meet all requirements under applicable parking laws 
and regulations. Tenant's use of the parking spaces shall be in compliance 
with and Tenant agrees to comply with all such laws and regulations and any 
rules and regulations promulgated by Landlord, so long as such rules and 
regulations are applied in a uniform and non-discriminatory manner.

          d.   NO CHARGE.  There shall be no charge (except to the extent 
covered in the Operating Expenses) for any portion of the parking facilities 
(E.G., there shall be no charge for either the Reserved Parking Spaces or the 
Unreserved Parking Spaces), unless and to the extent of charges imposed by 
applicable governmental authorities after the Commencement Date.

     30.  NOTICES.  Any notice or demand required or desired to be given 
under this Lease shall be in writing and shall be given by hand delivery, 
electronic mail (E.G., facsimile) or the United States mail.  Notices which 
are sent by electronic mail shall be deemed to 


                                       38

<PAGE>

have been given upon receipt.  Notices which are mailed shall be deemed to 
have been given when seventy-two (72) hours have elapsed after the notice was 
deposited in the United States mail, registered or certified, the postage 
prepaid, addressed to the party to be served.  As of the date of execution of 
this Lease, the addresses of Landlord and Tenant are those specified in the 
Basic Lease Information.  Either party may change its address to another 
location or locations within the United States by giving notice of the change 
in accordance with this Section.

     31.  TRANSFER OF TITLE.  Landlord shall deliver notice to Tenant within 
ten (10) days after a transfer of title of all or any portion of the Project. 
 Tenant shall not be obligated to deliver the Rent or otherwise fulfill any 
other obligations under this Lease to the transferee until Tenant has 
received a (conformed) copy of the recorded deed transferring title to the 
Project to the transferee.

     32.  GENERAL

          a.   CAPTIONS.  The captions and headings used in this Lease are 
for the purpose of convenience only and shall not be construed to limit or 
extend the meaning of any part of this Lease.

          b.   TIME.  Time is of the essence for the performance of each 
term, condition and covenant of this Lease.

          c.   SEVERABILITY.  If any provision of this Lease is held to be 
invalid, illegal or unenforceable, the invalidity, illegality, or 
unenforceability shall not affect any other provision of this Lease, but this 
Lease shall be construed as if the invalid, illegal or unenforceable 
provision had not be contained herein.

          d.   CHOICE OF LAW; CONSTRUCTION.  This Lease shall be construed 
and enforced in accordance with the laws of the State of California.  The 
language in all parts of this Lease shall in all cases be construed as a 
whole according to its fair meaning and not strictly for or against either 
Landlord or Tenant. For the purposes of this Lease and all agreements 
supplemental to this Lease, unless the context otherwise requires:

               1.  The terms "include", "including" and "such as" shall be 
          construed as if followed by the phrase "without being limited to".  
          The words "herein", "hereof", "hereby", "hereunder" and words of 
          similar import shall be construed to refer to this Lease as a whole 
          and not to any particular Article or Section unless expressly so 
          stated.

               2.  The term "law" or "legal requirements" shall mean all 
          laws, statutes, ordinances (including building codes and zoning 
          regulations and ordinances), orders, rules, regulations, directives 
          and requirements of, and the provisions of all licenses, permits 
          (special or otherwise), approvals and certificates issued by, all 
          governmental authorities, whether now or hereafter in force, and 
          all requirements, obligations and conditions of all instruments of 
          record, in each case to the extent applicable to the Project or the 
          Premises or any part thereof or the sidewalks, curbs or areas 
          adjacent or appurtenant thereto.  The 



                                       39

<PAGE>

          term "law" or "legal requirements" includes legal requirements 
          relating to the environment.

               3.  The term "governmental authorities" shall mean all 
          federal, state, county, city and municipal governments, all 
          political subdivisions thereof and all agencies, boards, bureaus, 
          commissions, departments, offices and instrumentalities of any of 
          the foregoing, and any officials thereof, and any other 
          governmental, public or quasi-public authorities, now existing or 
          hereafter created, having jurisdiction or affecting the Project or 
          the Premises.

               4.  The term "agents" of any person described in this Lease 
          shall include all agents, contractors, subcontractors, affiliates, 
          servants, employees, invitees and licensees of such person, and the 
          agents of such agents.

               5.  The words "Tenant hereby indemnifies Landlord against 
          liability" and words of like import shall mean that Tenant hereby 
          agrees to and hereby does indemnify and hold and save harmless 
          Landlord, the Lessor, the Mortgagee and the irrespective agents, 
          from and against any and all loss, cost, liability, claim, damage, 
          fine, penalty and expense, including reasonable attorneys' fees and 
          disbursements, but the same shall not be construed as indemnifying 
          any of the foregoing named persons for liability to Tenant arising 
          out of the negligence or tortious acts of such person.

               6.  The necessary grammatical changes required to make the 
          provisions of this Lease apply in the plural sense where there is 
          more than one tenant and to either corporations, associations, 
          partnerships or individuals, males or females, shall in all 
          instances be assumed as though fully expressed.  If there is more 
          than one person or entity who or which are Tenant under this Lease, 
          the obligations imposed upon Tenant under this Lease shall be joint 
          and several.  The relationship between Landlord and Tenant created 
          hereunder shall be that of lessor and lessee and nothing herein 
          shall be construed as creating any joint venture or partnership.

               7.  The rule of "ejusdem generis" shall not be applicable to 
          limit a general statement following or referrable to an enumeration 
          of specific matters to matters similar to the matters specifically 
          mentioned.

               8.  Each of the terms of this Lease to be performed shall be 
          deemed and construed as a separate and independent covenant of the 
          person obligated to perform the same, not dependent upon any of the 
          other terms of this Lease.  This Lease shall be construed without 
          regard to any presumption or other rule requiring construction 
          against the party causing this Lease to be drafted.

               9.  The various terms which are defined in other Articles of 
          this Lease or are defined in Exhibits annexed hereto shall have the 
          meanings specified in such other Articles and such Exhibits for all 
          purposes of this Lease 

                                       40

<PAGE>

          and all agreements supplemental hereto, nless the context clearly 
          indicates the contrary.

               10. The Article headings or other captions in this Lease and 
          the Table of Contents to this Lease are inserted only as a matter 
          of convenience or reference, and are not to be given any effect in 
          construing this Lease.

          e.   GENDER; SINGULAR, PLURAL.  When the context of this Lease 
requires, the neuter gender includes the masculine, the feminine, a 
partnership, a corporation, or a joint venture, and the singular includes the 
plural.

          f.   BINDING EFFECT.  The covenants and agreements contained in 
this Lease shall be binding on the parties hereto and on their respective 
successors and assigns.

          g.   ENTIRE AGREEMENT.  This Lease is the entire agreement between 
the parties, and there are no agreements or representations between the 
parties except as expressed herein.  Except as otherwise provided herein, no 
subsequent change or addition to this Lease shall be binding unless in 
writing and signed by the parties hereto.

          h.   COUNTERPARTS.  This Lease may be executed in counterparts, 
each of which shall be an original, but all counterparts shall constitute one 
instrument.

          i.   EXHIBITS.  The Basic Lease Information and all Exhibits 
attached hereto are hereby incorporated herein and made an integral part 
hereof.

          j.   DEFINITION OF LANDLORD.  The term "Landlord" shall mean only 
the owner at the time in question of the present landlord's interest in the 
Project and the Buildings and in the event of a transfer or transfers (by 
operation of law or otherwise) of the Project or the Buildings or a lease of 
all or substantially all of the Project and the Buildings, or a transfer or 
transfers (by operation of law or otherwise) of the leasehold estate under 
any such lease, the transferor or lessor, as the case may be, shall be and 
hereby is automatically and entirely released and discharged, from and after 
the date of such transfer or leasing, of all liability in respect of any 
covenant and obligation under and the performance of any of the terms of this 
Lease on the part of Landlord thereafter to be performed; and the transferee 
or lessee shall be deemed to have assumed and agreed to perform, subject to 
the limitations of this Section and Sections 23 and 32.k. (and without 
further agreement), all of the terms of this Lease on the part of Landlord to 
be performed during its period of ownership.

          k.   EXCULPATORY CLAUSE.  Tenant shall look solely to Landlord's 
estate and interest in the Project and the Buildings for the satisfaction of 
any right of Tenant for the collection of a judgment or other judicial 
process or arbitration award requiring the payment of money by Landlord and 
no other property or assets of Landlord or Landlord's agents shall be subject 
to levy, lien, execution, attachment, or other enforcement procedure for the 
satisfaction of Tenant's rights and remedies under or with respect to this 
Lease, the relationship of Landlord and Tenant hereunder or under law, or 
Tenant's use and occupancy of the Premises or any other liability of Landlord 
to Tenant.


                                       41

<PAGE>

          l.   FORCE MAJEURE.  In the event Landlord shall be delayed or 
hindered in or prevented from the performance of any act required hereunder 
by reason of strikes, lock-outs, labor troubles, inability to procure 
materials, failure of power, restrictive governmental laws or regulations, 
riots, insurrection, war or other reason of a like nature beyond the 
reasonable control of Landlord ("Force Majeure"), then performance of such 
act shall be extended for a period equivalent to the period of such delay.

     IN WITNESS WHEREOF, the parties have executed this Lease, on the date(s)
set forth below.

"Landlord":                            "Tenant":

WYSE TECHNOLOGY INVESTMENTS, INC.,     WYSE TECHNOLOGY, INC.,
a California corporation               a Delaware corporation



By: /s/ GARY ANDERSON                  By: /s/ GLORIA WAHL
    ----------------------------           --------------------------------
    Name:  Gary Anderson                   Name:  Gloria Wahl
    Title: Vice President                  Title: Treasurer

Date: March 19, 1993                   Date: March 19, 1993
      --------------------------             ------------------------------





















                                       42

<PAGE>

                                     EXHIBIT A

Legal Description of Real Property; Floor Plan for Buildings; Calculation of 
Total Rentable and Useable Square Footage for each Building and the Project; 
and Site Plan of the Project







<PAGE>

                                  EXHIBIT B-1
                                       
                            SUMMARY OF OPERATING EXPENSE

     To include:

            (1)  Summary of Project Operating Expenses for 1990 and 1991;

            (2)  Estimate of Project Operating Expenses for 1992 and 1993;

            (3)  Summary of Building Operating Expenses for 1990 and 1991,
                 segregated for Building 1, Building 2, and Building 3; and

            (4)  Estimate of Building Operating Expenses (and Tenant's 
                 Percentage Share of the Building Operating Expenses) for 1992
                 and 1993, segregated for Building 1, Building 2, and 
                 Building 3.



<PAGE>

                                   EXHIBIT B-2
                                        
                          SUMMARY OF AMENITIES EXPENSES

     To include:

            (1)    Summary of Amenities Expenses for 1990 and 1991

            (2)    Estimate of Amenities Expenses for 1992 and 1993




<PAGE>

                                    EXHIBIT C
                                        
                               ESTOPPEL CERTIFICATE

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

            Re:       Lease dated March __, 1992 ("Lease") by and between
                      _______________ _____________ ("Landlord") and
                      ______________________ ("Tenant").

Gentlemen:

     Reference is made to the above-described Lease in which the undersigned is
the Tenant.  The undersigned hereby acknowledges that:

     1.   A true and correct copy of the Lease is attached hereto as EXHIBIT 1.

     2.   There are no modifications, amendments, supplements, arrangements 
or side letters modifying, amending, altering, supplementing or changing the 
terms of the Lease except as follows: ________________________________________.

     3.   The Lease is in full force and effect, and the Lease has been duly
executed and delivered by the Tenant.  

     4.   The undersigned acknowledges that (a) Rent on the Lease has been paid
up to and including 19__ (b) Monthly Base Rent during the ____________ (__) year
of the term of the Lease is _________________ Dollars ____________ and (c) Rent
has not been paid for any period after _____________ 19__.

     5.   Tenant is not aware of any outstanding default under the Lease except:
_____________________________________________________________________.


Dated:  _____________, 19__            Very truly yours,

                                       "Tenant"

                                       __________________________,
                                       a ________________________

                                       By: ______________________
                                       Its:______________________




<PAGE>

                                     EXHIBIT D
                                        
             LANDLORD'S NORMAL BUSINESS HOURS FOR OPERATION OF HVAC

Supply fans provide air circulation for heating, cooling and outside air
according to the following schedule:

SITE                          DAYS                         SCHEDULED

Building 2                    Monday-Friday                5:30am-7:30pm
                              Saturday                     8:00am-5:00pm
                              Sunday                       Off

Cafeteria                     Monday-Friday                5:30am-3:00pm
                              Saturday/Sunday              Off

Health Club                   Monday-Friday                10:00am-8:00pm
                              Saturday/Sunday              Off

Boiler                        On constantly                Turned on 9/27/90
                              during winter

Chiller: Provides
chilled water for             Monday-Friday                6:30am-9:00pm
all Buildings:                Saturday                     8:00am-7:00pm
                              Sunday                       9:00am-7:00pm

[Building 3?]



<PAGE>

                                   EXHIBIT E
                                        
                              MEMORANDUM OF LEASE



<PAGE>

                                   EXHIBIT F
                                        
                         TENANT INSURANCE REQUIREMENTS

     (a)  Commercial General Liability Insurance to afford protection against 
any liability for bodily injury, death or property damage occurring in, upon, 
adjacent to or in connection with the Premises, in such amount as Landlord 
may determine and in no event less than $5,000,000 with respect to bodily 
injury, death or property damage arising out of any one occurrence and not 
less than $5,000,000 from the aggregate of all such occurrences within each 
policy year.  This policy shall include (i) coverage for contractual 
liability (including the matters set forth in Section 9 hereof), owner's 
protective liability, independent contractor's liability and completed 
operations liability and (ii) a provision that said aggregate limit shall 
apply separately at the Premises and that said insurer will provide notice to 
Landlord if said aggregate is reduced by either payments of a claim or the 
establishment of reserves for claims if said payments or reserves exceed 
$250,000.  Tenant agrees that if said aggregate limit applied to the Premises 
is reduced by the payment of a claim or the establishment of a reserve to 
take all practical immediate action to have the aggregate limit restored by 
endorsement to the existing policy or the purchase of an additional insurance 
policy complying with these requirements;

     (b)  Insurance upon the Premises (other than the basic Buildings but 
including all Alterations thereto and all furniture, furnishings, fixtures 
and equipment thereon) in an amount equal to the full replacement value 
thereof (including an "agreed amount" endorsement), including any increase in 
value resulting from increased costs, with coverage against such perils and 
casualties as are commonly included in "all risk" insurance policies 
(including breakage of glass within the Premises, sprinkler leakage and 
collapse);

     (c)  Broad Form Boiler and Machinery Insurance on all air conditioning 
equipment, electrical apparatus, boilers and other pressure vessels or 
systems, whether fired or unfired, installed by Tenant (or by Landlord, at 
Tenant's expense) in or near the Premises, either as part of the extended 
coverage insurance mentioned in clause (b) above or in amounts set by 
Landlord, but in no event less than $1,000,000;

     (d)  During the course of construction of any Alterations (including 
under the Exhibit C or in connection with the preparation of the Premises for 
occupancy) by Tenant in the Premises and until completion thereof, Builder's 
Risk Insurance on an "all risk" basis (including collapse) on a completed 
value (non-reporting) form for full replacement value covering the interests 
of Landlord and Tenant (and their respective contractors and subcontractors), 
and any Lessor or Mortgagee in all work incorporated in the Building and all 
materials and equipment in or about the Premises;

     (e)  Workers' Compensation Insurance, as required by law;



<PAGE>

     (f)  Loss of income and business interruption insurance in such
amounts as will reimburse Tenant for direct and indirect loss of earnings
attributable to all perils commonly insured against by prudent tenants or
attributable to prevention of access to the Premises or to the Building as a
result of such perils; and

     (g)  Such other insurance in such amounts as Landlord or any Lessor or 
Mortgagee may reasonably require from time to time.



<PAGE>

                                    EXHIBIT G
                                        
                    SPECIFICATIONS FOR UTILITIES AND SERVICES