Exhibit 10.7


                              OFFICE BUILDING LEASE


1.     PARTIES This Lease,  dated, for reference  purposes only, July 1, 1993 is
       made by and  between  The Joseph  and Eda Pell  Revocable  Trust  (herein
       called  "Landlord") and Fair,  Isaac and Company,  Incorporated,  (herein
       called "Tenant").

2.     PREMISES  Landlord  does hereby lease to Tenant and Tenant  hereby leases
       from  Landlord  that certain  office  space  (herein  called  "Premises")
       indicated on Exhibit "A"  attached  hereto and  reference  thereto made a
       part hereof,  said Premises being agreed, for the purposes of this Lease,
       to have an area of  approximately  15,090 rentable square feet and 13,595
       useable  square feet,  being  situated in Suite 330 on the third floor of
       that certain Building known as Regency Center,  100 Smith Ranch Road, San
       Rafael, California 94903.

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

3.     TERM The term of this  Lease  shall be for  eight  (8) years and five (5)
       months,  commencing on the 1st day of July,  1993, and ending on the 30th
       day of November, 2001.

4.     POSSESSION  Tenant  is  currently  in  possession  of the space and shall
       remain in possession.

5.     A.    RENT Tenant  agrees to pay to Landlord as rental for the  premises,
             without  prior  notice or demand,  the sum of Thirty  Thousand  One
             Hundred and Eighty Dollars  ($30,180.00) on or before the first day
             of the first full calendar  month of the term hereof and a like sum
             on or before  the first day of each and every  successive  calendar
             month  thereafter  during the term  hereof,  except  that the first
             month's rent shall be paid upon the  execution of this Lease.  Rent
             for any period during the term which is for less than one (1) month
             shall be a prorated  portion  of the  monthly  installment  herein,
             based upon a thirty (30) day month.  Said  rental  shall be paid to
             Landlord without  deduction or offset in lawful money of the United
             States  of  America,  which  shall be legal  tender  at the time of
             payment at 100 Smith Ranch Road, Suite 325, San Rafael,  California
             94903,  or to such other  place as  Landlord  may from time to time
             designate in writing.

       B.    RENT  ESCALATIONS  Commencing  on the  17th  month  of  this  Lease
             (December 1, 1994) and on each annual  anniversary  following,  the
             base  rent  shall  be  adjusted  by the  increase,  if any,  in the
             Consumer Price Index of the Bureau of Labor Statistics of the U. S.
             Department    of   Labor    for   All    Urban    Consumers,    San
             Francisco-Oakland-San Jose (1984=100),  "All Items" herein referred
             to as "C.P.I."

             The C.P.I.  increase shall be calculated as follows:  The base rent
             payable for the first month term of this Lease shall be  multiplied
             by the percentage  change in the C.P.I. for the 12 months preceding
             December  1, 1994.  On each  anniversary  following,  the base rent
             shall be multiplied by the percentage  change in the C.P.I. for the
             12 months  preceding.  No single  increase  shall  exceed 4% of the
             previous  year's  rental rate and in no event shall the new monthly
             rent be less  than  the  rent  payable  for the  month  immediately
             preceding the date for rent adjustment.

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6.     SECURITY  DEPOSIT  Tenant has  deposited  with Landlord the sum of Thirty
       Thousand One Hundred and Eighty Dollars  ($30,180.00).  Said sum shall be
       held by Landlord as security  for the faithful  performance  by Tenant of
       all the terms,  covenants,  and  conditions  of this Lease to be kept and
       performed  by Tenant  during the term  hereof.  If Tenant  defaults  with
       respect to any provision of this Lease including, but not limited to, the
       provisions  relating to the payment of rent,  Landlord may (but shall not
       be  required  to) use,  apply or retain all or any part of this  security
       deposit for the  payment of any rent or any other sum in default,  or for
       the payment of any amount which Landlord may spend or become obligated to
       spend by reason of Tenant's default to compensate  Landlord for any other
       loss or damage which  Landlord may suffer by reason of Tenant's  default.
       If any  portion of said  deposit  is so used or  applied,  Tenant  shall,
       within five (5) days after  written  demand  therefor,  deposit cash with
       Landlord in an amount  sufficient to restore the security  deposit to its
       original amount and Tenant's  failure to do so shall be a material breach
       of this  Lease.  Landlord  shall not be  required  to keep this  security
       deposit  separate  from its general fund and Tenant shall not be entitled
       to interest on such deposit. If Tenant shall fully and faithfully perform
       every provision of this Lease to be performed by it, the security deposit
       or any balance  thereof  shall be  returned to Tenant (or, at  Landlord's
       option,  to the last  assignee of  Tenant's  interest  hereunder)  at the
       expiration of the Lease term. In the event of  termination  of Landlord's
       interest  in  this  Lease,   Landlord  shall  transfer  said  deposit  to
       Landlord's  successor  in  interest.  Tenant is  entitled  to a  Security
       Deposit credit in the amount of $1,911.67  ($32,091.67 - $30,180.00) as a
       result of renegotiating the existing lease dated December 15, 1988.

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

       Base Year          The Base Year shall be 1993.

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

       Direct Expenses    All direct  costs of  operation  and  maintenance,  as
                          determined by standard accounting practices, including
                          the following costs by way of illustration, but not be
                          limited to: real property taxes and assessments;  rent
                          taxes, gross receipt taxes,  (whether assessed against
                          the  Landlord  or  assessed  against  the  Tenant  and
                          collected by the Landlord,  or both);  water and sewer
                          charges;  insurance  premiums;  utilities;  janitorial
                          services;  labor;  costs incurred in the management of
                          the Building;  air  conditioning  & heating;  elevator
                          maintenance; supplies; materials; equipment and tools;
                          and  maintenance,  costs and upkeep of all parking and
                          common  areas.  ("Direct  Expenses"  shall not include
                          depreciation on the Building of which the Premises are
                          a part or equipment therein, loan payments,  executive
                          salaries or real estate broker's commissions.)

       If the  Direct  Expenses  paid  or  incurred  by  the  Landlord  for  the
       Comparison  Year  on  account  of the  operation  or  maintenance  of the
       Building  of which the  Premises  are a part are in excess of the  Direct
       Expenses  paid or incurred  for the Base Year,  then the Tenant shall pay
       14.51% of the  increase.  This  percentage  is that  portion of the total
       rentable area of the Building occupied by the Tenant hereunder.  Landlord
       shall  endeavor  to give to Tenant on or before the first day of March of
       each year  following the  respective  Comparison  Year a statement of the
       increase in rent payable by Tenant hereunder,  but failure by Landlord to
       give  such  statement  by said  date  shall  not  constitute  a waiver by
       Landlord of its right to require an increase in rent. Upon receipt of the
       statement  for the first  Comparison  Year,  Tenant shall pay in full the
       total amount of the increase  due for the first  Comparison  Year and, in
       addition for the then current year, the amount of any such increase shall
       be used as an estimate  for said  current  year and this amount  shall be
       divided

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       into  twelve  (12) equal  monthly  installments  and Tenant  shall pay to
       Landlord,  concurrently  with the regular  monthly  rent payment next due
       following  the  receipt  of such  statement,  an amount  equal to one (1)
       monthly  installment  multiplied  by the number of months from January in
       the  calendar  year in which said  statement is submitted to the month of
       such payment,  both months inclusive.  Subsequent  installments  shall be
       payable  concurrently  with the regular  monthly  rent  payments  for the
       balance  of  that  calendar  year  and  shall  continue  until  the  next
       Comparison  Year's  statement is rendered.  If the next or any succeeding
       Comparison Year results in a greater  increase in Direct  Expenses,  then
       upon receipt of a statement  from  Landlord,  Tenant shall pay a lump sum
       equal to such total increase in Direct  Expenses over the Base Year, less
       the  total of the  monthly  installments  to be paid  for the next  year,
       following  said  Comparison  Year,  shall be  adjusted  to  reflect  such
       increase. If in any Comparison Year the Tenant's share of Direct Expenses
       be less  than  the  preceding  year,  then  upon  receipt  of  Landlord's
       statement,  any  overpayment  made by Tenant on the  monthly  installment
       basis  provided  above shall be credited  towards the next  monthly  rent
       falling due and the estimated monthly  installments of Direct Expenses to
       be paid shall be adjusted to reflect such lower  Direct  Expenses for the
       most recent Comparison Year.

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

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

       See Addendum to Lease,  P. 1, Operating Expense Adjustments.

8.     USE Tenant shall use the Premises for general  office  purposes and shall
       not use or permit the Premises to be used for any other purposes  without
       the prior written consent of Landlord.

       General  office  purposes  shall be defined for purposes of this Lease to
       include computer rooms of any size required by Tenant.

       Tenant  shall  not do or  permit  anything  to be  done in or  about  the
       Premises  nor  bring  or  keep  anything  therein  which  will in any way
       increase the existing rate of or affect any fire or other  insurance upon
       the  Building  or any of  its  contents,  or  cause  cancellation  of any
       insurance policy covering said Building or any part thereof or any of its
       contents.  Tenant shall not do or permit  anything to be done in or about
       the Premises  which will in any way obstruct or interfere with the rights
       of other  tenants or occupants of the Building on injure or annoy them or
       use or allow the Premises to be used for any improper,  immoral, unlawful
       or objectionable  purpose, nor shall Tenant cause, maintain or permit any
       nuisance in, on or about the Premises.  Tenant shall not commit or suffer
       to be committed any waste in or upon the Premises.

9.     COMPLIANCE  WITH LAW Tenant shall not use the Premises or permit anything
       to be done in or about the Premises  which will in any way conflict  with
       any law,  statute,  ordinance or  governmental  rule or regulation now in
       force or which may hereafter be enacted or promulgated.  Tenant shall, at
       its sole cost and  expense,  promptly  comply  with all  laws,  statutes,
       ordinances and governmental  rules now in force or which may hereafter be
       in  force,  and  with the  requirements  of any  board of fire  insurance
       underwriters  or  other  similar  bodies  now or  hereafter  constituted,
       relating  to,  or  affecting  the  condition,  use  or

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       occupancy of the Premises,  excluding  changes not related to or affected
       by Tenant's  improvements or acts. The judgment of any court of competent
       jurisdiction  or the  admission of Tenant in any action  against  Tenant,
       whether  Landlord be a party thereto or not, that Tenant has violated any
       law, statute,  ordinance or governmental rule, regulation or requirement,
       shall be conclusive of that fact as between the Landlord and Tenant.

10.    ALTERATIONS AND ADDITIONS  Tenant shall not make or suffer to be made any
       alterations,  additions or improvements to or of the Premises or any part
       thereof  without the written  consent of Landlord first had and obtained.
       Any  alterations,  additions  or  improvements  to  or of  said  Premises
       including,  but not limited to, wallcovering,  paneling, air conditioning
       units and built-in  cabinet  work,  but excepting  movable  furniture and
       trade fixtures,  shall on the expiration of the term become a part of the
       realty  and  belong to the  Landlord  and shall be  surrendered  with the
       Premises.   In  the  event  Landlord   consents  to  the  making  of  any
       alterations,  additions or  improvements  to the Premises by Tenant,  the
       same shall be made by Tenant at Tenant's  sole cost and expense,  and any
       contractor  or persons  selected by Tenant to make the same must first be
       approved  in  writing  by  the  Landlord.  Such  approval  shall  not  be
       unreasonably  withheld.  Upon the expiration or sooner termination of the
       term hereof, Tenant shall, upon written demand by Landlord which shall be
       given at the time  Landlord  approves the tenant  improvement  work, , at
       Tenant's  sole cost and expense,  forthwith  and with all due  diligence,
       remove  any  alterations,  additions,  or  improvements  made by  Tenant,
       designated  by Landlord to be removed,  and Tenant  shall,  forthwith and
       with all due diligence at its sole cost and expense, repair any damage to
       the Premises caused by such removal.

11.    REPAIRS

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

       B.    Notwithstanding  the  provisions  of  Article  11. A.  hereinabove,
             Landlord shall repair and maintain the  structural  portions of the
             Building,  including the basic plumbing, air conditioning,  heating
             and electrical  systems  installed or furnished by Landlord  unless
             such  maintenance and repairs are caused in part or in whole by the
             act,  neglect,  fault or omission  of any duty by the  Tenant,  its
             agents, servants, employees or invitees, in which case Tenant shall
             pay to  Landlord  the  reasonable  cost  of  such  maintenance  and
             repairs.  Landlord  shall not be liable for any failure to make any
             such  repairs or to perform any  maintenance  unless  such  failure
             shall persist for an unreasonable  time after written notice of the
             need of such repairs or maintenance is given to Landlord by Tenant.
             Except  as  provided  in  Article  22  hereof,  there  shall  be no
             abatement  of rent and no  liability  of  Landlord by reason of any
             injury to or interference  with Tenant's  business arising from the
             making of any repairs,  alterations  or  improvements  in or to any
             portion of the  Building  or the  Premises,  or in or to  fixtures,
             appurtenances  and  equipment  therein.  Tenant waives the right to
             make  repairs  at  Landlord's  expense

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             under any law,  statute or  ordinance  now or  hereafter  in effect
             (including  the  provisions of California  Civil Code Sections 1941
             and  1942 and any  successor  sections  or  statutes  of a  similar
             nature); provided, however, if Landlord fails to perform any repair
             work required of Landlord with respect to the Premises  pursuant to
             this  Paragraph,  within thirty (30) days after  Landlord  receives
             Tenant's written notice of the need for such repair (or such period
             of time in excess of thirty  (30) days as is  reasonably  necessary
             based upon the nature of the required  work),  then Tenant shall be
             permitted  to  make  such  repairs,  using  contractors  reasonably
             approved by Landlord,  provided (i) Tenant first gives  Landlord an
             additional two (2) business  days' prior written notice  indicating
             that Tenant  intends to undertake  such repair,  and (ii)  Landlord
             fails to commence  such repair  within  such two (2)  business  day
             period.  If Tenant  performs  any  repair as  permitted  under this
             Paragraph,  Landlord agrees to reimburse Tenant for the reasonable,
             actual and documented costs of such repair performed by Tenant, but
             without  any  off-set  rights  against  rent or any  other  amounts
             payable by Tenant under this Lease.  Any repair work done by Tenant
             shall be done in  accordance  with the  provisions  of this  Lease,
             including  without  limitation,  Paragraph 12, keeping the premises
             free from liens.

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

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

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

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



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14.    HOLD HARMLESS Tenant shall indemnify and hold harmless  Landlord  against
       and from any and all claims arising from Tenant's use of Premises for the
       conduct of its business or from any  activity,  work or other thing done,
       permitted or suffered by the Tenant in or about the  Building,  and shall
       further indemnify and hold harmless Landlord against and from any and all
       claims  arising  from any  breach or default  in the  performance  of any
       obligation  on  Tenant's  part to be  performed  under  the terms of this
       Lease,  or  arising  from any act or  negligence  of the  tenant,  or any
       officer,  agent,  employee,  guest or  invitee  of  Tenant,  and from and
       against all cost,  attorney's fees, expenses and liabilities  incurred in
       or about any such claim or any action or proceeding  brought  thereon and
       in any case,  action or proceeding  brought against Landlord by reason of
       any such claim. Tenant upon notice from Landlord shall defend the same at
       Tenant's expense by counsel reasonably  satisfactory to Landlord.  Tenant
       as a material part of the  consideration  to Landlord  hereby assumes all
       risk of damage to property  or injury to  persons,  in, upon or about the
       Premises, from any cause other than Landlord's negligence or willful act,
       and Tenant hereby waives all claims in respect thereof against Landlord.

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

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

16.    LIABILITY INSURANCE Tenant shall, at Tenant's expense, obtain and keep in
       force  during  the  term of this  Lease,  (1) a policy  of  comprehensive
       general  liability  insurance  insuring  Landlord and Tenant  against any
       liability arising out of the ownership,  use, occupancy or maintenance of
       the Premises and all areas appurtenant thereto; (2) workers' compensation
       insurance  as may be  required  by  law;  and  (3)  "all  risk"  property
       insurance  on  Tenant's  above-standard  tenant  improvements,   personal
       property, equipment,  furniture and fixtures. The limit of said insurance
       shall not, however,  limit the liability of the Tenant hereunder.  Tenant
       may carry said insurance under a blanket policy, providing, however, said
       insurance  by  Tenant  shall  have  a  Landlord's   protective  liability
       endorsement  attached  thereto.  If  Tenant  shall  fail to  procure  and
       maintain  said  insurance,  Landlord  may,  but shall not be required to,
       procure  and  maintain  same,  but at the  expense of  Tenant.  Insurance
       required  hereunder,  shall be in  companies  rated A+ AAA or  better  in
       "Best's  Insurance  Guide."  Tenant  shall  deliver to Landlord  prior to
       occupancy of the Premises copies of policies of insurance required herein
       or  certificates  evidencing  the existence and amounts of such insurance
       with loss payable clauses reasonably  satisfactory to Landlord. No policy
       shall be cancelable or subject to reduction of coverage  except after ten
       (10) days prior written notice to Landlord.

17.    See Addendum to Lease,  P. 5, Services and Utilities.

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18.    PROPERTY TAXES Tenant shall pay, or cause to be paid, before delinquency,
       any and all taxes levied or assessed and which become  payable during the
       term  hereof  upon  all  Tenant's  leasehold   improvements,   equipment,
       furniture, fixtures and personal property located in the Premises; except
       that  which has been paid for by  Landlord,  and is the  standard  of the
       Building. In the event any or all of the Tenant's leasehold improvements,
       equipment,  furniture,  fixtures and personal  property shall be assessed
       and taxed with the  Building,  Tenant  shall pay to Landlord its share of
       such taxes within ten (10) days after delivery to Tenant by Landlord of a
       statement in writing setting forth the amount of such taxes applicable to
       Tenant's property.

19.    RULES AND REGULATIONS Tenant shall faithfully observe and comply with the
       reasonable  rules and  regulations  that Landlord shall from time to time
       promulgate.  Landlord  reserves  the right  from time to time to make all
       reasonable  modifications to said rules. The additions and  modifications
       to those  rules shall be binding  upon Tenant upon  delivery of a copy of
       them to Tenant.  Landlord shall not be responsible for the nonperformance
       of any said rules by any other  tenants  or  occupants.  These  rules and
       regulations  shall be applied  equally to all Tenants  occupying  Regency
       Center.

20.    HOLDING OVER If Tenant  remains in possession of the Premises or any part
       thereof after the expiration of the term hereof, with the express written
       consent  of   Landlord,   such   occupancy   shall  be  a  tenancy   from
       month-to-month at a rental in the amount of the last monthly rental, plus
       all  other  charges  payable  hereunder,  and upon all the  terms  hereof
       applicable to a month-to-month tenancy.

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

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

                                       8
<PAGE>

       In the event the  Premises or the  Building of which the  Premises  are a
       part are damaged as a result of any cause  other than the perils  covered
       by fire or extended  coverage  insurance,  then Landlord shall  forthwith
       repair the same provided the extent of the  destruction  be less than ten
       (10%) of the then full  replacement  cost of the Premises or the Building
       of which the Premises  are a part.  In the event the  destruction  of the
       Premises or the  Building is to an extent  greater  than ten (10%) of the
       full replacement  cost, then Landlord shall have the option (1) to repair
       or restore such damage,  this Lease  continuing in full force and effect,
       but the rent to be proportionately reduced as hereinabove in this Article
       provided; or (2) give notice to Tenant at any time within sixty (60) days
       after such damage terminating this Lease as of the date specified in such
       notice,  which  date shall be no less than  thirty  (30) and no more than
       sixty (60) days after the giving of such  notice.  In the event of giving
       such  notice,  this Lease shall  expire and all interest of the Tenant in
       the Premises shall  terminate on the date so specified in such notice and
       the Rent,  reduced by a proportionate  amount,  based upon the extent, if
       any, to which such damage materially interfered with the business carried
       on by the Tenant in the  Premises,  shall be paid up to date of said such
       termination.

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

       Landlord  shall not be required to repair any injury or damage by fire or
       other  cause,  or to  make  any  repairs  to  replacements  of any  trade
       fixtures,   equipment,   furniture,  personal  property,  or  any  tenant
       improvements   added  to  the   Premises  by  Tenant  after  the  initial
       improvements were installed.

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

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

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

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

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


                                       9
<PAGE>


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

24.    REMEDIES IN DEFAULT In the event of any such  material  default or breach
       by Tenant, Landlord may at any time thereafter, with or without notice or
       demand and without limiting Landlord in the exercise of a right or remedy
       which Landlord may have by reason of such default or breach:

       A.    Terminate  Tenant's  right to  possession  of the  Premises  by any
             lawful means,  in which case this Lease shall  terminate and Tenant
             shall immediately surrender possession of the Premises to Landlord.
             In such event Landlord shall be entitled to recover from Tenant all
             damages  incurred by necessary  renovation  and  alteration  of the
             Premises,  reasonable  attorney's fees, any real estate  commission
             actually  paid,  the worth at the time of award by the court having
             jurisdiction thereof of the amount by which the unpaid rent for the
             balance of the term after the time of such award exceeds the amount
             of such rental loss for the same period that Tenant proves could be
             reasonably avoided,  that portion of the leasing commission paid by
             Landlord and applicable to the unexpired term of this Lease. Unpaid
             installments  of rent or other sums shall  bear  interest  from the
             date due at the rate of ten (10%) per cent per annum.  In the event
             Tenant shall have  abandoned the Premises,  Landlord shall have the
             option of (a) taking possession of the Premises and recovering from
             Tenant the amount  specified in this  paragraph,  or (b) proceeding
             under the provisions of the following Article 24.B.

       B.    Maintain  Tenant's  right to  possession,  in which case this Lease
             shall continue in effect whether or not Tenant shall have abandoned
             the Premises.  In such event  Landlord shall be entitled to enforce
             all of Landlord's  right and remedies  under this Lease,  including
             the right to recover the rent as it becomes due hereunder.

       C.    Pursue any other  remedy now or  hereafter  available  to  Landlord
             under  the laws or  judicial  decision  of the  State in which  the
             Premises are located.

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

                                       10
<PAGE>

26.    OFFSET  STATEMENT Tenant shall at any time and from time to time upon not
       less than ten (10) days  prior  written  notice  from  Landlord  execute,
       acknowledge and deliver to Landlord a statement in writing (a) certifying
       that this  Lease is  unmodified  and in full  force and  effect  (or,  if
       modified,  stating the nature of such  modification  and certifying  that
       this Lease as so  modified  is in full force and  effect) and the date to
       which the rental and other  charges are paid in advance,  if any, and (b)
       acknowledging  that there are not,  to  Tenant's  knowledge,  any uncured
       defaults  on the  part  of the  Landlord  hereunder  or  specifying  such
       defaults if any are claimed. Any such statement may be relied upon by any
       prospective  purchaser or  encumbrancer of all or any portion of the real
       property of which the Premises are a part.

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

28.    AUTHORITY OF PARTIES

       A.    Corporate  Authority.  If Tenant is a corporation,  each individual
             executing this Lease on behalf of said  corporation  represents and
             warrants  that he is duly  authorized  to execute and deliver  this
             Lease on  behalf of said  corporation,  in  accordance  with a duly
             adopted resolution of the board of directors of said corporation or
             in accordance with the by-laws of said  corporation,  and that this
             Lease is  binding  upon said  corporation  in  accordance  with its
             terms.

       B.    Limited   Partnerships.   If  the  Landlord  herein  is  a  limited
             partnership,  it is understood and agreed that any claims by Tenant
             on  Landlord  shall  be  limited  to  the  assets  of  the  limited
             partnership,  and furthermore,  Tenant expressly waives any and all
             rights to proceed against the individual  partners or the officers,
             directors or shareholders of any corporate  partner,  except to the
             extent of their interest in said limited partnership.

29.    GENERAL PROVISIONS

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

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

         (iii)    Notices.  All  notices  and  demands  which  may  or are to be
                  required or permitted to be given by either party to the other
                  hereunder shall be in writing.  All notices and demands by the
                  Landlord to the Tenant  shall be sent by United  States  Mail,
                  postage prepaid,  addressed to the Tenant at 120 North Redwood
                  Drive, San Rafael,  California  94903, or to such other places
                  as Tenant may from time to time  designate  in a notice to the
                  Landlord.  All  notices  and  demands  by  the  Tenant  to the
                  Landlord shall be sent by United States Mail, postage prepaid,
                  addressed to the Landlord at 100 Smith Ranch Road,  Suite 325,
                  San Rafael, California 94903, or to such other person or place
                  as the Landlord may from time to time designate in a notice to
                  the Tenant.

                                       11
<PAGE>

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

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

         (vi)     Time. Time is of the essence of this Lease and each and all of
                  its provisions in which performance is a factor.

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

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

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

         (x)      Late Charges.  Tenant hereby acknowledges that late payment by
                  Tenant to  Landlord of rent or other sums due  hereunder  will
                  cause Landlord to incur costs not  contemplated by this Lease,
                  the  exact  amount of which  will be  extremely  difficult  to
                  ascertain.  Such  costs  include,  but  are  not  limited  to,
                  processing and accounting charges,  and late charges which may
                  be imposed  upon  Landlord  by terms of any  mortgage or trust
                  deed covering the Premises. Accordingly, if any installment of
                  rent or of a sum due from  Tenant  shall  not be  received  by
                  Landlord  or  Landlord's  designee  within ten (10) days after
                  said amount is past due,  then Tenant  shall pay to Landlord a
                  late  charge  equal  to ten  (10%)  per  cent of such  overdue
                  amount.  The  parties  hereby  agree  that such  late  charges
                  represent  a fair and  reasonable  estimate  of the cost  that
                  Landlord  will incur by reason of the late  payment by Tenant.
                  Acceptance of such late charges by Landlord  shall in no event
                  constitute  a waiver of Tenant's  default with respect to such
                  overdue  amount,  nor prevent  Landlord from exercising any of
                  the other rights and remedies granted hereunder.

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

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


                                       12
<PAGE>


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

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

         (xv)     Subordination Attornment. Upon request of the Landlord, Tenant
                  will in writing  subordinate its rights  hereunder to the lien
                  of any  first  mortgage,  or first  deed of trust to any bank,
                  insurance  company  or  other  lending  institution,   now  or
                  hereafter in force  against the land and Building of which the
                  Premises are a part, and upon any buildings  hereafter  placed
                  upon the land of which  the  Premises  are a part,  and to all
                  advances  made or  hereafter  to be  made  upon  the  security
                  thereof.

                  Notwithstanding such subordination,  neither Tenant's right to
                  quiet  possession  of the  Premises  nor this  Lease  shall be
                  disturbed  or affected  if Tenant is not in default  hereunder
                  and so long as  Tenant  shall  pay the  rent and  observe  and
                  perform all of the provisions of this Lease, unless this Lease
                  is otherwise terminated pursuant to its terms.

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

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

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

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

         (xx)     Choice of Law. This Lease shall be governed by the laws of the
                  State in which the Premises are located.

         (xxi)    Signs and  Auctions.  Tenant shall not place any sign upon the
                  Premises or Building  or conduct any auction  thereon  without
                  Landlord's prior written consent.

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

                                       13
<PAGE>

31.    PREVIOUS  LEASE  NULL AND VOID As of July 1,  1993,  the  previous  Lease
       between Fair, Isaac and Company,  Incorporated and Regency Center,  dated
       December 15, 1988 which expires April 30, 1994, is  effectively  null and
       void and this Lease supersedes all provisions contained therein. However,
       Tenant will owe the present value of the unamortized tenant  improvements
       for the  months of  November  1993  through  April  1994 in the amount of
       $23,089.98.  Tenant shall  receive a rental credit for the months of July
       1993 through  October 1993 at the rate of $3,367.83 per month for a total
       rental  credit of  $13,471.32.  The balance owed which shall be paid in a
       lump  sum at the time of  lease  execution  is  $9,618.66  ($23,089.98  -
       $13,471.32).

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



       By:  Joseph Pell                      By:  Robert D. Sanderson
            -----------------------------         ------------------------------
                      Joseph Pell


       Its:                                  Its:  EVP, Chief Operating Officer
            -----------------------------         ------------------------------



       By:  Eda Pell                         Date:  November 24, 1993
            -----------------------------         ------------------------------
                       Eda Pell


       Its:
            -----------------------------         ------------------------------



       Date:
            -----------------------------         ------------------------------


                                       14
<PAGE>

                              RULES AND REGULATIONS

1.     No  sign,  placard,  picture,  advertisement,  name or  placard  shall be
       inscribed,  displayed  or  printed  or  affixed  on or to any part of the
       outside or inside of the  Building  without  the  written  consent of the
       Landlord  first had and  obtained  and  Landlord  shall have the right to
       remove any such sign,  placard,  picture,  advertisement,  name or notice
       without notice to and at the expense of Tenant.

       All  approved  signs or  lettering  on doors shall be  printed,  painted,
       affixed or inscribed at the expense of Tenant by a person  approved of by
       Landlord.

       Tenant shall not place  anything or allow  anything to be placed near the
       glass of any window,  door,  partition or wall which may appear unsightly
       from outside the Premises;  provided,  however, that Landlord may furnish
       and install a Building  standard window covering at all exterior windows.
       Tenant  shall not without  prior  written  consent of  Landlord  cause or
       otherwise sunscreen any window.

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

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

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

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

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

7.     Tenant  shall  not  use,  keep or  permit  to be used or kept any foul or
       noxious  gas or  substance  in the  Premises,  or permit  or  suffer  the
       Premises to be occupied or used in a manner offensive or objectionable to
       the Landlord or other occupants of the Building by reason of noise, odors
       and/or  vibrations,  or interfere in any way with other  tenants or those
       having

                                        2
<PAGE>

       business therein, nor shall any animals or birds be brought in or kept in
       or about the Premises or the Building.

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

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

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

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

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

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

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

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

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


                                        3
<PAGE>


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

18.    All entrance doors in the Premises shall be left locked when the Premises
       are not in use, and all doors opening to public  corridors  shall be kept
       closed  except for normal  ingress  and egress from the  Premises  unless
       suite entry doors are controlled by UL and municipally approved hold-open
       devices which are connected to building life safety systems.


                                       4
<PAGE>


                             FIRST ADDENDUM TO LEASE
                                 BY AND BETWEEN
                THE JOSEPH AND EDA PELL REVOCABLE TRUST, LANDLORD
                                       AND
                  FAIR, ISAAC AND COMPANY, INCORPORATED, TENANT
                               DATED JULY 1, 1993


1.     OPERATING EXPENSE ADJUSTMENTS (Continued from Article 7 of the Lease.)

       A.    During the  initial  term of this Lease,  management  costs for the
             building  shall not exceed  three  percent (3%) of the gross rental
             income for the building.

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

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

2.     OPTION TO EXTEND

       A.    Landlord  grants to Tenant  the  option to extend  the term of this
             Lease for two 3-year periods commencing when the prior term expires
             upon each and all of the following terms and conditions:

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

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

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

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

                     The rent payable by Tenant  during the first option  period
                     shall be the Fair Market  Rental  Value of the Premises (as
                     defined  below)  at the  commencement  date  of the  option
                     period.  There shall be an annual  C.P.I.  increase  not to
                     exceed

                                        1
<PAGE>

                     four  percent  (4%) in each  subsequent  year of the  first
                     option  period.  The rent in the first  year of the  second
                     option  period  shall be the  rent in the last  year of the
                     first  option  period  to  which  will be  added  a  C.P.I.
                     increase not to exceed four percent (4%). There shall be an
                     annual  C.P.I.  increase not to exceed four percent (4%) in
                     each  subsequent  year of the second option period.  All of
                     the C.P.I.  increases  during the option  periods  shall be
                     calculated  on the  basis of the  formula  provided  in the
                     Lease P.5.B.

                     If  Landlord  and Tenant  cannot  agree on the Fair  Market
                     Rental  Value of the  Premises  for the  extension  periods
                     within  forty-five  (45) days after the Tenant has notified
                     Landlord of its exercise of the option, Landlord and Tenant
                     shall  each  select,  within  forty-five  (45) days of such
                     notification,  an appraiser who must be a qualified  M.A.I.
                     appraiser to determine  said Fair Market Rental  Value.  If
                     one party fails to so  designate  an  appraiser  within the
                     time  required,  the  determination  of Fair Market  Rental
                     Value of the one appraiser  who has been  designated by the
                     other  party  hereto  within  the  time  required  shall be
                     binding  upon both  parties.  The  appraisers  shall submit
                     their  determinations  of Fair Market  Rental Value to both
                     parties within thirty (30) days after their  selection.  If
                     the  difference  between  the  two  determinations  is  ten
                     percent  (10%) or less of the  higher  appraisal,  then the
                     average  between the two  determinations  shall be the Fair
                     Market Rental Value of the Premises.  If said difference is
                     greater  than ten percent  (10%),  then the two  appraisers
                     shall  within  twenty  (20) days of the date that the later
                     submittal  is  submitted  to the parties  designate a third
                     appraiser  who must also be a qualified  M.A.I.  appraiser.
                     The sole  responsibility  of the third appraiser will be to
                     determine  which of the  determinations  made by the  first
                     appraisers is most accurate. The third appraiser shall have
                     no right to propose a middle ground or any  modification of
                     either  of  the  determinations   made  by  the  first  two
                     appraisers. The third appraiser's choice shall be submitted
                     to the  parties  within  thirty  (30) days after his or her
                     selection.  Such  determination  shall  bind  both  of  the
                     parties and shall establish the Fair Market Rental Value of
                     the Premises.  Each party shall pay for their own appraiser
                     and shall pay an equal  share of the fees and  expenses  of
                     the third appraiser.

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

3.     RIGHT OF FIRST  OPPORTUNITY  TO LEASE  ADDITIONAL  PREMISES  AT 100 SMITH
       RANCH ROAD, SAN RAFAEL

       At any time during the term hereof, or any options to extend which Tenant
       has exercised,  provided that Tenant is not in default as defined herein,
       Tenant  shall have a right of first  opportunity  to lease for all office
       space that  becomes  available  for lease at 100 Smith  Ranch  Road,  San
       Rafael, based on the terms and conditions as outlined below.

       Landlord and Tenant  acknowledge  that there are existing  tenants at 100
       Smith  Ranch Road,  which  tenants  have  options to renew or who wish to
       renew  their  respective  leases,  and that these  existing  options  and
       requests  to renew would take  precedent  over the first  opportunity  to
       lease described herein.

                                       2
<PAGE>

       Landlord  and  Tenant  further  acknowledge  that  this  right  of  first
       opportunity  to lease shall apply only to premises,  from which  existing
       tenants vacate or which is currently vacant.

       Landlord shall notify Tenant in writing of the availability of additional
       office  premises at 100 Smith Ranch  Road,  San Rafael  within 30 days of
       Landlord receiving notice from an existing Tenant at 100 Smith Ranch Road
       of that Tenant's  intent to vacate their premises.  Landlord's  notice to
       Tenant shall include the size of premises,  the  projected  date at which
       the premises may be available,  and a floor plan  indicating  the current
       configuration of the premises.

       Tenant shall have 30 days after receipt of notice from Landlord to notify
       Landlord of Tenant's  intent to lease the premises  which was the subject
       of the notice.  In the event Landlord does not receive notice from Tenant
       of Tenant's intent to lease said available space, Landlord shall have the
       right to lease said space to any other Tenant which Landlord chooses, and
       Tenant's right of first opportunity to lease that specific premises shall
       be deemed waived.

       In the  event  Tenant  notifies  Landlord  of its  intent  to lease  said
       premises,  Landlord  and Tenant  shall  proceed as soon as is  reasonably
       possible to execute a lease  agreement  for the  specific  premises  that
       became available. Terms and conditions of the Lease shall be based on the
       same terms and  conditions  of the  Lease(s)  on the other  space  Tenant
       occupies in the Building at the time the Lease is executed.  Landlord and
       Tenant shall make a good faith effort to execute a Lease for the specific
       available space within 30 days after Tenant has notified  Landlord of its
       intent to lease said space.

       This  right  of first  opportunity  to lease  shall in no way  limit  the
       Landlord from executing  leases with new tenants for terms of any length,
       with  options to renew for any length,  for those spaces for which Tenant
       has not  exercised  its right of first  opportunity  to lease as  defined
       herein.

4.     TENANT IMPROVEMENT WORK

       There shall be no tenant improvement allowance provided. The space, which
       is already in Tenant's possession, shall be taken in as is condition.

5.     SERVICES AND UTILITIES

       A.    Provided that Tenant is not in default  hereunder,  Landlord agrees
             to furnish to the Premises  five-day per week  janitorial  service.
             Landlord  shall  also  maintain  and keep  lighted,  heated and air
             conditioned   during  reasonable  hours  of  generally   recognized
             business days, the common entries, common corridors,  common stairs
             and toilet  rooms in the  building  of which  Premises  are a part.
             Landlord  shall not be liable for, and Tenant shall not be entitled
             to,  any  reduction  of rental by reason of  Landlord's  failure to
             furnish  any of the  foregoing  when  such  failure  is  caused  by
             accident,  breakage,  repairs,  strikes,  lockouts  or other  labor
             disturbances  or labor disputes of any  character,  or by any other
             cause,  similar or  dissimilar,  beyond the  reasonable  control of
             Landlord.  Landlord shall not be liable under any circumstances for
             a loss of or injury to property,  however occurring,  through or in
             connection  with or  incidental  to failure  to furnish  any of the
             foregoing.

       B.    Tenant shall have 24-hour per day, seven-day per week access to its
             Premises.

                                       3
<PAGE>

       C.    Landlord  shall  provide  Tenant a monthly  allowance  of $1,359.50
             (13,595  useable  square  feet  x  $.10)  for  Tenant's  electrical
             service.  This allowance is included in the Base Rent as defined in
             Article 5 of the Lease .

                                       4
<PAGE>

             Landlord and Tenant  recognize  that  Tenant's  electrical  service
             shall  cost in  excess  of $.10 per  square  foot per  month due to
             Tenant's  use of machines  requiring  220 Volt  service in Tenant's
             computer room, Tenant's separate air conditioning unit for computer
             room, and Tenant's heavy electrical requirements.

             Landlord's   electrical  engineer  shall  provide  an  estimate  of
             Tenant's  electrical  usage which shall include the heating and air
             conditioning system for Tenant's premises, the separate heating and
             air  conditioning  system for Tenant's  computer  room, the special
             power  required for Tenant's  computer room, and power required for
             the balance of Tenant's premises.

             Electrical  engineer's  estimate shall be based on a computation of
             Tenant's   electrical   equipment  and  special   heating  and  air
             conditioning requirements,  the amount of amps required by Tenant's
             use of the premises and the building  kilowatt  charge from Pacific
             Gas and Electric.

             Electrical  engineer  shall  document  his  calculations  and shall
             submit these  calculations  to Tenant for Tenant's  review.  In the
             event Tenant  questions  any of the  variables  used in  engineer's
             estimate,  the Tenant shall submit  information  to the  electrical
             engineer   sufficient  to  establish  Tenant's  electrical  use  at
             premises. Electrical engineer, Tenant and Landlord shall then agree
             upon correct data to be used in computation of Tenant's  electrical
             usage and  electrical  engineer,  if  necessary,  shall  submit new
             calculations for Tenant's electrical use.

             Landlord  shall bill  Tenant  monthly  for this  excess  electrical
             usage. After the first year of Tenant's occupancy, or sooner should
             Landlord  or  Tenant   require  it,   electrical   engineer   shall
             recalculate the estimate of Tenant's  electrical usage to determine
             the monthly charge for the following year. At this time, any excess
             payments  made  by  Tenant  during  the  preceding  year  would  be
             refunded, or any shortfalls for the preceding year would be paid by
             Tenant.

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

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

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

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

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


                                       5
<PAGE>

             for operating the heating and air  conditioning  system which shall
             be determined by Landlord's electrical engineer and heating and air
             conditioning contractor.

6.     COMMUNICATIONS INSTALLATION

       Tenant has installed certain communications  equipment on the roof of the
       Building. Prior to the end of the term of this Lease, Tenant, at Tenant's
       sole cost and expense,  shall  remove the  communications  equipment  and
       shall,  forthwith  and with all due  diligence,  repair any damage to the
       Premises causes by such removal.

7.     CONSENT

       Landlord  and Tenant  agree that in the event  their  consent is required
       pursuant  to the  provisions  of the  Lease,  such  consent  shall not be
       unreasonably withheld.


          LANDLORD                  The Joseph and Eda Pell Revocable Trust



                                    By:    Joseph Pell
                                           ------------------------------------
                                           Joseph Pell


                                    Its:
                                           ------------------------------------



                                    By:    Eda Pell
                                           ------------------------------------
                                           Eda Pell


                                    Its:
                                           ------------------------------------



                                    Date:
                                           ------------------------------------



          TENANT                    Fair, Isaac and Company, Incorporated


                                    By:    Robert D. Sanderson
                                           ------------------------------------



                                    Its:   EVP, Chief Operating Officer
                                           ------------------------------------



                                    Date:  November 24, 1993
                                           ------------------------------------



                                       6