OFFICE LEASE

                              ONE BEACH STREET
                           SAN FRANCISCO, CALIFORNIA


                                   LANDLORD

                             NO. 1 BEACH STREET, LLC
                     a California limited liability company

                                     and


                                    TENANT

                                  CNET, Inc.,
                           a Delaware corporation







TABLE OF CONTENTS
ARTICLE 1 - PREMISES AND TENANT'S PROPERTY                       1
        1.1.     The Premises                                    1
        1.2.     Rentable Area of the Premises                   1
        1.3.     Tenant's Property                               1
        1.4.     Improvements to the Premises                    1
        1.5.     Parking                                         1

ARTICLE 2 - TERM                                                 2
        2.1.     Term                                            2
        2.2.     Rent Commencement                               2
        2.3.     Holding Over                                    3
        2.4.     Option to Extend the Term of the Lease          4

ARTICLE 3 - RENT                                                 4
        3.1.     Minimum Rent                                    4
        3.2.     Interest and Late Charges                       4
        3.3.     Manner of Payment                               5
        3.4.     Definition of Rent                              5
        3.5.     Reduction of Minimum Rent                       5
        3.6.     Minimum Rent during the Option Term             5
        3.7.     Percentage Rent                                 8

ARTICLE 4 - REAL ESTATE TAXES AND OPERATING EXPENSES             9
        4.1.     Tenant Shall Pay Increases in Real Estate 
                 Taxes and Operating Expenses                    9
        4.2.     Definition of Real Estate Taxes                10
        4.3.     Definition of Operating Expenses               12
        4.4.     Tenant's Right to Audit                        13
        4.5.     Tenant Shall Pay for Taxes Levied on 
                 its Property                                   13

ARTICLE 5 - UTILITIES USED IN THE PREMISES                      13
        5.1.     Tenant Shall Pay for all Utility Costs         13
        5.2.     No Liability for Interruption in Utilities     13
        5.3.     Intra-Building Network Cable                   14

ARTICLE 6 - SECURITY DEPOSIT                                    14
        6.1.     Security Deposit                               14
        6.2.     Terms of the Letter of Credit                  14
        6.3.     Release/Reduction of the Letter of Credit      15
ARTICLE 7 - USE AND CONDITION OF THE PREMISES                   15
        7.1.     Use of the Premises                            15
        7.2.     Operation of Tenant's Business                 16
        7.3.     Condition of the Premises                      16
        7.4.     Landlord's Obligation upon Delivery of 
                 the Premises                                   17

ARTICLE 8 - MAINTENANCE, REPAIRS, AND ALTERATIONS               17
        8.1.     Tenant's Obligations for Repairs 
                 and Maintenance                                17
        8.2.     Landlord's Obligations for Repairs 
                 and Maintenance                                18
        8.3.     Landlord's Right to Make Repairs on 
                 Behalf of Tenant                               18
        8.4.     Alterations and Additions                      18
        8.5.     Tenant's Construction and Repair Work          19
        8.6.     Liens                                          20
        8.7.     Tenant's Obligation for Compliance
                 with Government Requirements                   20
        8.8.     Landlord's Obligation for Compliance
                 with Government Requirements                   21

ARTICLE 9 - LANDLORD'S RIGHT OF ENTRY                           21
        9.1.     Right of Entry                                 21
        9.2.     Emergency Entrance into the Premises           21
        9.3.     Damages Suffered by Tenant and Abatement 
                 of Rent as a Consequence of Landlord's Work    22

ARTICLE 10 - INSURANCE AND INDEMNIFICATION                      22
        10.1.    Tenant's Insurance                             22
        10.2.    Landlord's Insurance                           23
        10.3.    Insurance Requirements                         23
        10.4.    Waiver of Claims and Waiver of Subrogation     24
        10.5.    Certificate of Insurance and Policy 
                 Endorsements and Tenant's Failure to 
                 Provide Either                                 24
        10.6.    Indemnification                                24

ARTICLE 11 - DAMAGE OR DESTRUCTION                              25
        11.1.    Landlord's Notice to Tenant                    25
        11.2.    Landlord's Obligation to Repair                25
        11.3.    Termination of the Lease after a Casualty Loss 25
        11.4.    Tenant's Right to Repair                       26
        11.5.    Landlord's and Tenant's Respective 
                 Responsibilities for Repair                    26
        11.6.    Damage - End of Term                           26
        11.7.    Tenant's Waiver of Statutory Rights            27
        11.8.    Abatement of Rent Due to a Casualty Loss       27
ARTICLE 12 - CONDEMNATION                                       27
        12.1.    Taking of the Premises                         27
        12.2.    Compensation                                   27
        12.3.    Voluntary Sale                                 27
        12.4.    Waiver                                         27

ARTICLE 13 - ASSIGNMENT AND SUBLEASE                            28
        13.1.    Prohibition Against Assignments or Subleases
                 without Landlord's Consent                     28
        13.2.    Notice of the Proposed Assignment or Sublease  29
        13.3.    Landlord's Consent                             29
        13.4.    Take-Back Space                                30
        13.5.    Tenant Shall Remain Liable Under the Lease     30
        13.6.    Profits from an Assignment or a Sublease       30
        13.7.    Obligations of an Assignee or Sublessee        31
        13.8.    Payment of Landlord's Costs                    31
        13.9.    No Reliance on Oral Statements                 31

ARTICLE 14 - DEFAULT                                            31
        14.1.    Tenant's Default                               31
        14.2.    Remedies                                       32
        14.3.    Waiver                                         32
        14.4.    Landlord's Default                             33

ARTICLE 15 - HAZARDOUS MATERIALS                                33
        15.1.    Compliance                                     33
        15.2.    Prohibited Acts and Damages Resulting 
                 Therefrom                                      33
        15.3.    Definition of Hazardous Materials              34
        15.4.    Disclosure                                     34

ARTICLE 16 - GENERAL PROVISIONS 34
        16.1.    Mediation and Arbitration                      34
        16.2.    Sale of Landlord's Interest                    35
        16.3.    Estoppel Certificate                           35
        16.4.    Financial Statement                            36
        16.5.    Subordination and Attornment                   36
        16.6.    Tenant Signage                                 36
        16.7.    Merger                                         37
        16.8.    Recording                                      37
        16.9.   Attorneys' Fees                                 37
        16.10.  Cumulative Remedies                             37
        16.11.  Choice of Law                                   37
        16.12.  Successors and Assigns                          37
        16.13.  Severability                                    37
        16.14.  Authority                                       37
        16.15.  Time of Essence                                 37
        16.16.  Captions                                        37
        16.17.  Force Majeure                                   38
        16.18.  Notices                                         38
        16.19.  Brokers                                         38
        16.20.  Joint and Several Liability                     39
        16.21.  Quiet Possession                                39
        16.22.  Prior Agreements and Amendments                 39



EXHIBIT A - Legal Description of the Premises

EXHIBIT B - Floor Plans

EXHIBIT C - Work Letter

EXHIBIT D - Comparable Space Area

EXHIBIT E - Form of Subordination and Non-Disturbance Agreement

BASIC LEASE INFORMATION


Date of the Lease:                      September ___, 1997


SECTIONS

       Landlord:               No. 1 Beach Street, LLC, a

                                California limited liability company
3.3, 16.18              
       Landlord's Address:      201 Filbert Street, Suite 700
                                San Francisco, CA 94133-3298

       Landlord's Telephone:   (415) 391-1313

       Landlord's Facsimile Number:    (415) 391-1895

       Contact for Landlord:   Gerson Bakar & Associates,
                               Attn: Ms. Jodi Aurely


       Tenant:         CNET, Inc.,
                       a Delaware corporation

16.18           
       Tenant's Address:       150 Chestnut Street
                               San Francisco, California  94133

       Tenant's Telephone:     (415) 395-7800
       Tenant's Facsimile Number:      (415) 395-9205

       Contact for Tenant:     David Overmyer


1.1             Premises:               100% of the building (including
                                        exclusive use of the roof) commonly
                                        known as One Beach Street, 
                                        San Francisco, California1.

1.2             Rentable Area
                of the Premises:        Approximately 97,015 sq. ft.

1.5       Parking Spaces  Up to 165 spaces, of which no more
          than 50 spaces will be on a 24-hour basis


2.1             Term: 10 Years from the Rent
                Commencement Date

2.2             Rent Commencement Date: The earlier of (i) June 1, 1998, or 
                (ii) the date of substantial completion of Tenant Improvements
                to two floors of the Premises


                Landlord's Initials             Tenant's Initials
                _______________         ______________

2.1                     Scheduled Delivery Date of
                        Premises to Tenant      January 15, 1998

2.5            Option to Extend the Term:      Tenant shall have one 
               (1) option to extend the Term of the Lease for five 
                (5) years


                Rent:

3.1             Minimum Rent (per month):       Month 1:        Free

                Months 2 - 60:  $208,582.25,
                      subject to Section 3.5
               Months 61 - 120:  $240,920.59,
                      subject to Section 3.5

3.1             Minimum Rent Payable
               on Lease Execution:     $208,582.25

3.6             Minimum Rent during
               the Option Term:        95% of the Prevailing Market Rate

3.2            Late Charge             3% of the Rent or other amounts
                                        paid after the due date.


4.1            Additional Lease Charges:       Tenant shall pay 100% of the
               Additional Lease Charges over the Base Year

4.1            Base Year for the Initial Term: The twelve (12) month period 
               commencing on the first day of the month in which the Rent
               Commencement Date occurs

3.6, 4.1       Base Year for the Option Term:   The twelve (12) month period 
               commencing on the first day of the month in which the Option 
               Term commences


5.1             Utilities:   Tenant shall pay for all utilities used
                             in the Premises


6               Security Deposit:  An irrevocable stand-by letter of 
                credit in the amount of $3,250,000.00, unless reduced in 
                accordance with Section 6.3(b)


                Landlord's Initials             Tenant's Initials

                _______________         ______________

                Operation of Tenant's Business:

7.1             Permitted Use   of the Premises:  General office and, 
                subject to the terms and conditions of Section 7.1, 
                the first floor of the Premises may be used for interactive 
                and/or multi- media purposes, and for retail purposes.

7.2             Weight Limitation:      75 lbs. per sq. ft.



10.1, 10.2      General Liability Insurance
                (per occurrence):               $5,000,000.00,
                                        subject to Section 10.3(c)


16.1    Mediation and Arbitration       Landlord and Tenant are bound
                                        to the Mediation and 
                                        Arbitration provisions of the
                                        Lease


16.19   Real Estate Brokers:

                        Landlord's Broker:      Colliers Damner Pike
                                        Two Embarcadero Center
                                        San Francisco, California  94111

                        Tenant's Broker:        Cushman & Wakefield of
                                        California, Inc.
                                        555 California Street
                                        San Francisco, California  94104





                Landlord's Initials             Tenant's Initials

                _______________         ______________




OFFICE LEASE


        This Lease ("Lease") between NO. 1 BEACH STREET, LLC, a California 
limited liability company ("Landlord") and CNET, Inc., a Delaware corporation 
("Tenant") is entered into on, and shall be effective as of, September ___,
1997.


ARTICLE 1 - PREMISES AND TENANT'S PROPERTY  

        1.1.    The Premises.     

        Landlord leases to Tenant and Tenant leases from Landlord, subject 
to the following terms and conditions, the Premises which represent the 
entirety of the office building, including the roof, which is located 
at One Beach Street, City and County of San Francisco, State of 
California (the "Premises").  Tenant's right of occupancy of the 
Premises shall include the exclusive right of signage on the 
exterior of the Premises, subject to the terms and requirements of this 
Lease.  The legal description of the Premises is more particularly set 
forth on Exhibit, A which is attached hereto and made a part hereof.

        1.2.    Rentable Area of the Premises.   

        The rentable area of the Premises shall be deemed to be 
that area stated in the Basic Lease Information and as shown on Exhibit 
B hereof.  It is understood that the rentable area set forth in the 
Basic Lease Information is approximate only.  Tenant may at its 
discretion measure the Premises to confirm the rentable area.  However, after 
the execution of this Lease, no Rent or other adjustment shall be made 
between the parties in the event that the rentable area 
of the Premises is subsequently determined to be greater or less than 
the area set forth in the basic Lease Information.

        1.3.    Tenant's Property.   

        All furniture, furnishings, equipment, trade fixtures, and articles of 
movable personal property in the Premises which belong to Tenant and 
which can be removed without structural or other material damage to 
the Premises (all of which are herein referred to as "Tenant's 
Property") shall be the property of 
Tenant.  Upon the expiration or earlier termination of this Lease, 
Tenant shall remove from the 
Premises all of Tenant's Property except those items that the parties 
shall agree are to remain and become the property of Landlord.  Tenant 
shall repair or pay the cost of repairing any damage to the Premises 
resulting from the removal of Tenant's Property.  Tenant's obligations 
under this Section 1.3 shall survive the termination of this Lease.

        1.4.    Improvements to the Premises.  

                Concurrently with the execution of this Lease, 
Landlord and Tenant are executing the Work Letter which is attached 
hereto and marked Exhibit C, providing for Landlord's and Tenant's 
responsibilities for improvements to the Premises.

        1.5.    Parking.  

                (a)     Parking Availability and Cost.  Commencing on January
2, 1998 or as soon thereafter as the existing tenant in the Premises 
shall vacate its spaces in the Northpoint Apartment Garage ("Garage") 
which is located at 2211 Stockton Street, San Francisco and continuing 
until the termination of this Lease, Tenant shall have the right to use 
no fewer than the number of parking spaces set forth in the Basic Lease 
Information (as reduced from time to time 
as herein provided) for the parking of automobiles or motor bikes 
("Tenant's Parking Spaces"). 
The owner of the Garage shall designate which parking spaces in the 
Garage are available for Tenant's use.  Unless Tenant and the owner of 
the Garage otherwise agree in a separate agreement between themselves, 
Tenant may use up to fifty (50) parking spaces on a 24-hour per 
day, 7-day per week basis, but Tenant may only use the remainder of the 
parking spaces during the hours of 7:30 AM to 5:30 PM, Monday through 
Friday.  Tenant shall pay the then current fair market rent for any 
parking spaces which Tenant may use.  As of April 1, 1997, the rent for 
parking spaces in the Garage on a 24-hour basis was $135.00 per month, 
and the rent for parking spaces during business hours, Monday through 
Friday, was $105.00 per month.

                (b)     Parking Agreement.  Tenant acknowledges that while 
there is an easement allowing the occupant of the Premises to use up to 
165 parking spaces in the Garage, Landlord neither owns nor manages the 
Garage.  In order to use Tenant's Parking Spaces, Tenant shall be 
required to enter into a written agreement ("Parking Agreement") with 
the owner of the Garage and to comply with the terms of that agreement.  
Tenant further acknowledges that it has received the form of Parking 
Agreement which is currently in use.  Tenant shall designate the 
number and type of Tenant's Parking Spaces that Tenant wishes to utilize 
pursuant to the notice procedure in the Parking Agreement.  During the 
term of this Lease, Tenant may increase or decrease the number of 
Tenant's Parking Spaces, up to the maximum number provided in the 
Basic Lease Information, provided that Tenant gives the owner of the 
Garage the written notice 
required in the Parking Agreement.


ARTICLE 2 - TERM 

        2.1.    Term. 

                (a)     Initial Lease Term.  Unless otherwise terminated in 
accordance with the provisions hereof, this Lease shall be for the 
period set forth in the Basic Lease Information as 
the "Term."  Subject to the provisions of subsections (c) and (d) 
hereto, Tenant's occupancy of the Premises pursuant to the terms of this 
Lease shall commence on the date that Landlord delivers the Premises to 
Tenant upon not less than three (3) days' prior written notice to Tenant 
(the "Commencement Date").  Landlord shall deliver the Premises to 
Tenant free and clear of any rights of possession or occupancy of any 
existing tenant thereof, and in broom clean condition (other than as to 
floors previously identified by Tenant to be immediately demolished 
for construction of Tenant Improvements).  Tenant hereby acknowledges 
that neither Landlord nor any representative of Landlord has represented 
to Tenant that after the expiration of the Term of this Lease, Tenant 
shall have any right to remain in the Premises or Landlord will be 
willing to negotiate with Tenant for a new lease for the Premises.

                (b)     Tenant's Insurance Certificate.  Tenant shall provide 
Landlord with a certificate of insurance in accordance with the 
provisions of Section 10.5 hereof prior to its occupancy or use of the 
Premises and prior to the construction of any Tenant Improvements.  
Tenant shall have no right of access to the Premises unless and until 
this insurance certificate is delivered to Landlord.

                (c)     Delay in Delivery of Possession.  If Landlord is 
unable to deliver possession of the Premises to Tenant by the Scheduled 
Date of Delivery specified in the Basic Lease Information (other than 
due to an intentional refusal to deliver the space), Landlord shall 
not be liable to Tenant for damages of any kind; provided, however, if 
Landlord has not delivered the Premises to Tenant in the condition 
required by this Lease by March 31, 1998, Tenant may terminate this 
Lease.  Subject to the foregoing, any delay in delivery shall not affect 
Tenant's obligations hereunder; however, the date of June 1, 1998, as 
one of the alternatives for the Rent Commencement Date, shall be 
extended by one (1) day for each day that Landlord delays in 
delivering possession of the Premises to Tenant beyond the Scheduled 
Delivery Date.

                (d)     Delays which May Extend the Date of June 1, 1998.  If 
the construction 
of the Tenant Improvements pursuant to Exhibit C hereof is delayed by 
Landlord Delays or Force Majeure Delays (both of which terms are defined 
in Exhibit C), Landlord shall not be liable to Tenant for damages of any 
kind.  Landlord Delays and Force Majeure Delays shall not affect 
Tenant's obligations hereunder; however, in addition to subsection (c), 
the date of June 1, 1998, as one of the alternatives for the Rent 
Commencement Date, shall be extended by one (1) day for each day of 
Landlord Delays or Force Majeure Delays, as determined pursuant to 
Exhibit C.

        2.2.    Rent Commencement.  

                (a)     Rent Commencement Date.  Tenant's obligation to pay 
Minimum Rent shall commence on the earlier of (i) June 1, 1998, or (ii) 
the date of "substantial completion" of the Tenant Improvements 
described in Exhibit C (the "Rent Commencement Date"), as such date 
may be extended as provided in this Lease.  For the purpose of sub-part 
(ii) of the preceding sentence, the Tenant Improvements described in 
Exhibit C hereof shall be deemed to be substantially complete at such 
time as the Tenant Improvements for not less than two complete 
floors of the Premises have been sufficiently completed to enable, and a 
temporary certificate of occupancy has been issued permitting, occupancy 
of such floors by Tenant for the use thereof for their intended purpose.

                (b)     Tenant's Occupancy of Improved Areas prior to the Rent 
Commencement Date.  If Tenant occupies a portion of the Premises in 
which the Tenant Improvements have been substantially completed prior to 
the Rent Commencement Date, Tenant until the Rent Commencement Date 
shall pay Landlord Minimum Rent in proportion to such 
occupancy and one hundred percent (100%) of all costs and expenses 
incurred by Landlord as a result of such occupancy (which the parties 
agree shall not include Real Estate Taxes).  The proportionate amount of 
Minimum Rent which Tenant shall owe pursuant to this subsection (b) 
shall be calculated by multiplying the Minimum Rent by a fraction, the 
numerator of which shall be the rentable area occupied by Tenant and the 
denominator of which shall be the total rentable 
area of the Premises.

                (c)     Tenant's Occupancy of Unimproved Areas prior to the 
Rent Commencement Date.  If Tenant occupies a portion of the Premises in 
which the Tenant Improvements have not been commenced prior to the Rent 
Commencement Date, Tenant shall not be required to pay Landlord Minimum 
Rent as a consequence of such occupancy.  However, Tenant shall pay 
Landlord one hundred percent (100%) of all costs and expenses incurred 
by Landlord as a result of such occupancy (which the parties agree shall 
not include Real Estate 
Taxes).

        2.3.    Holding Over. 

                (a)     Holding Over with Landlord's Consent.  If Tenant, with 
Landlord's express written consent, retains possession of the Premises 
after the expiration of the Term of this Lease, such possession shall be 
deemed to be a month-to-month tenancy terminable upon thirty (30) days 
written notice by either party.  Landlord shall not be deemed to have 
consented to Tenant's continued possession of the Premises by accepting 
Rent or any other sum or by orally agreeing to Tenant's continued 
possession.  During any such month-to-month tenancy, Tenant shall pay 
one hundred twenty-five percent (125%) of the Minimum Rent which was 
payable by Tenant during the last month of the Term and all other 
amounts which Tenant is required to pay under the Lease; provided, 
however, that Landlord may change the amount of Rent due under 
this Lease upon thirty (30) days written notice to Tenant.  A month-to-
month tenancy shall be subject to all provisions of this Lease except 
those pertaining to the Term.

                (b)     Holding Over without Landlord's Consent.  If Tenant 
retains possession of the Premises after the expiration of the Term of 
this Lease without Landlord's written consent, Tenant shall pay to 
Landlord one hundred twenty-five percent (125%) of the Minimum Rent 
payable by Tenant immediately prior to the expiration of the Term as 
well as the Additional Lease Charges described herein.  Imposition or 
collection of these sums, however, shall not be construed as granting 
Tenant permission to remain in the Premises after the expiration of the 
Term of the Lease.

                (c)     Damages Caused by Tenant's Holding Over.  Tenant 
acknowledges that if Tenant remains in possession of the Premises beyond 
the Term of this Lease without the written consent of Landlord, Tenant 
(i) may interfere with Landlord's attempts to lease the Premises to 
another tenant, (ii) may prevent a subsequent tenant from occupying the 
Premises, (iii) may provide a prospective tenant with the grounds for 
declaring its lease for the Premises to be null and void, or (iv) may 
subject Landlord to a lawsuit brought by a subsequent tenant who 
could not occupy the Premises at the time specified with its lease with 
the Landlord.  As a result, if Tenant occupies the Premises beyond the 
Term of this Lease without Landlord's written consent, Tenant shall 
indemnify, defend, protect, and hold harmless Landlord from and against 
any loss, cost, damage, or expense, including attorneys' fees and legal 
costs, incurred by Landlord in connection with Tenant's failure to 
vacate the Premises at the end of the Term.  In addition, Tenant shall 
pay Landlord any rent or other income which Landlord shall lose as a 
result of Tenant's continued occupancy of the Premises beyond the end of 
the Term.

        2.4.    Option to Extend the Term of the Lease.    

        Landlord hereby grants to Tenant an option to extend the Term (the 
Option") with respect to all (but not less than all) of the Premises for one 
(1) period of five (5) years (the "Option Term") on all of the terms and 
conditions of this Lease.  The Option Term shall commence immediately 
following the expiration of the Initial Term (the "Option Term 
Commencement Date") and shall expire on the day before the fifth annual 
anniversary of the Option Term Commencement Date.  Tenant shall exercise 
the Option, if at all, by serving Landlord with a written notice of its 
exercise of the Option not less than twelve (12) months nor more than 
eighteen (18) months prior to the expiration of the Initial Term.  
Tenant's notice of exercise of its Option hereunder shall be irrevocable 
by Tenant except as provided to the contrary in Section 3.6(d)); 
provided, however, Tenant's notice of exercise shall not be effective if 
at the time Tenant exercises the Option, Landlord has declared a default 
under this Lease.  In addition, if at any time after Tenant validly 
exercises the Option and prior to the Option Term Commencement Date 
Landlord declares a default because of Tenant's failure to pay Minimum 
Rent or any Additional Lease Charges, Landlord shall have the right, in 
addition to all of Landlord's other rights and remedies under this 
Lease, to terminate the Option and to cancel nilaterally Tenant's 
exercise of its Option to extend the Term.  In that event, this Lease 
shall expire at the conclusion of the initial Term, and Tenant shall 
have no further rights under this Lease to extend the Initial Term.


ARTICLE 3 - RENT  

        3.1.    Minimum Rent.  

        Tenant shall pay Landlord, as minimum rent for the Premises, the 
amount specified in the Basic Lease Information ("Minimum Rent").  Except as 
otherwise expressly provided in the Basic Lease Information, 
Tenant shall pay Minimum Rent to Landlord in monthly installments, in 
advance, on the first day of each month during the Term of this Lease. 
Upon execution of this Lease, Tenant shall deliver to Landlord's 
attorney a check in the amount stated in the Basic Lease Information as 
Minimum Rent for the second full month of Rent after the Rent 
Commencement Date.  Landlord's attorney shall retain said check, 
uncashed, until Landlord obtains the consent of Landlord's lender to 
this Lease and delivers to Tenant the non-disturbance agreement to which 
Section 16.5(b) refers. Upon the delivery of this non-disturbance 
agreement, Landlord's attorney shall deliver Tenant's check to Landlord 
which may then cash same.  If Tenant's obligation to pay Minimum Rent 
does not commence on the first day of a calendar month, the Minimum Rent 
payable by Tenant for the first fractional month shall be prorated on a 
thirty (30) day basis.  In addition, Tenant shall pay Landlord the 
consideration described in the Supplemental Agreement hereto.

        3.2.    Interest and Late Charges. 

                (a)     Interest and Late Charges.  If Tenant shall fail to 
pay when due and payable any Rent or any other amount due under this 
Lease, such unpaid amounts shall bear interest at the rate of ten 
percent (10%) per annum ("Default Interest") from the date when that 
amount is due and payable.  Tenant acknowledges that the late payment of 
Rent or any other amount due under this Lease will cause Landlord to 
incur costs and expenses not contemplated under this Lease, including 
but not limited to administrative and collection costs and processing 
and accounting expenses, the exact amount of which is extremely 
difficult to fix.  Therefore, subject to subsection (b) hereof, if any 
payment of Rent is not received by Landlord within ten (10) days from 
the date when it is due or if any other amount due under this Lease is 
not received by Landlord within thirty (30) days from the date when it 
is due, Tenant shall pay Landlord a late charge equal to three percent 
(3%) of such amount (the "Late Charge").  Landlord and Tenant agree that 
this late charge represents a reasonable estimate of costs and expenses 
that will be incurred by Landlord.

                (b)     Notice to Tenant.  The first time in any twelve (12) 
month period that Tenant shall fail to pay Rent or any other amount due 
under this Lease within the time provided in subsection (a) hereof, 
Landlord shall serve Tenant with a written notice of its default before 
a Late Charge may be assessed against Tenant.  In this instance, a Late 
Charge shall only be imposed upon Tenant if Tenant does not pay Rent or 
the amount due within ten (10) days after  Landlord serves its written 
notice of default on Tenant.  Notwithstanding the foregoing, if Tenant 
in any twelve (12) month period is late in the payment of Rent or any 
other amount due under this Lease on more than three (3) occasions, 
Tenant thereafter shall not be entitled to receive a written notice 
pursuant to this subsection throughout the remainder of the term of the 
Lease.

        3.3.    Manner of Payment.    

        Tenant shall pay Rent and any other amount due under this Lease to 
Landlord at Landlord's address set forth in the Basic Lease Information 
or at such other address as Landlord may hereafter specify in writing to 
Tenant.  Tenant shall pay all amounts due as Rent or any other amount 
due under this Lease in lawful money of the United States, without prior 
demand (except for that portion of the Rent or any other amounts due 
under this Lease which are specifically identified in this Lease as 
amounts payable after notice from Landlord), and without deduction or 
offset.

        3.4.    Definition of Rent.   

        The term "Rent" when used herein shall refer to both Minimum Rent and 
Additional Lease Charges.

        3.5.    Reduction of Minimum Rent.   

        At any time prior to the issuance of the Letter of 
Credit, Tenant shall have the right to reduce the Minimum Rent set forth 
in the Basic Lease Information in exchange for a reduction of the Tenant 
Improvement Allowance specified in Exhibit C hereof.  The amount of the 
reduction of Minimum Rent shall be calculated as follows:

                (i)     the Tenant Improvement Reduction shall be calculated 
by subtracting the actual amounts expended by Landlord pursuant to 
Section 2 of Exhibit C from the Tenant Improvement Allowance of 
$3,880,600.00 ("Tenant Improvement Reduction"),

                (ii)    the Tenant Improvement Reduction shall then be 
multiplied by .012733 (which is the amount of the monthly payment 
required to fully amortize $1.00 at an annual rate of 9% in 119 equal 
monthly payments) in order to obtain the amount of the reduction of the 
monthly Minimum Rent from the 2nd to the 120th month of the Lease 
("Minimum Rent Reduction"), and

                (iii)   the Minimum Rent Reduction shall be subtracted from 
the monthly Minimum Rent in order to obtain the revised monthly Minimum 
Rent from the 2nd to the 120th month of the Lease.

For example, if the Tenant Improvement Reduction were $380,600.00, the 
revised monthly Minimum Rent would be calculated as follows:

           Tenant Improvement Allowance            $3,880,600.00
           Landlord's Actual Expenditures
           on Tenant Improvements                 - 3,500,000.00
           Tenant Improvement Reduction           $   380,600.00

           Tenant Improvement Reduction              $380,600.00
                Multiplier                          x    .012733
                                                   $    4,846.18

                                          Months 2 - 60       Months 61 - 120
          Minimum Rent                     $208,582.25            $240,920.59
          Minimum Rent Reduction          -   4,846.18            -  4,846.18
          Revised Minimum Rent             $203,736.07            $236,074.41

        3.6.    Minimum Rent during the Option Term. 

        (a)     Rent for the Option Term.  The Lease for the Option 
Term shall be upon the same terms and conditions as during the original 
Term, except (i) the Base Year for calculating Additional Lease Charges 
for the Option Term shall be the period specified in the Basic Lease 
Information, and (ii) the Minimum Rent during the Option Term shall be 
equal to ninety-five percent (95%) of the Prevailing Market Rate (as 
that term is defined in subsection (c) hereof) for Comparable Space (as 
that term is defined in subsection (b) hereof).

                (b)     Comparable Space.  As used herein, the term Comparable
Space" shall mean leased general office space determined in accordance 
with Section 3.6(f)(ii).

                (c)     Prevailing Market Rate.  As used herein, the term 
"Prevailing Market Rate" shall mean the amount of monthly minimum rent 
determined from leases, excluding subleased space, of Comparable Space 
(1) which have been executed within the period between six (6) months 
and eighteen (18) months before the commencement of the Option Term or 
(2) where the prevailing market rent in a lease of Comparable Space has 
been determined within the period between six (6) months and eighteen 
(18) months before the commencement of the Option Term in order to 
determine option rent for such lease in connection with the exercise of 
an option to extend the term of such lease.  The determination of 
Prevailing Market Rate shall take into account and adjust, when it is 
appropriate to do so, for the following items of comparability:

(i)     the effective rent which shall mean the aggregate of all of the 
minimum rent paid by each tenant in Comparable Space over the term of 
that lease and dividing that aggregate amount of minimum rent by the 
number of months in the lease term for each lease of Comparable Space,

                        (ii)    the location and size of the premises covered 
by leases of Comparable Space, 

                        (iii)   the value (determined on the basis of dollars 
per rentable square foot) of tenant improvements to the premises covered 
by leases of Comparable Space, for which the landlord paid at the 
commencement of the new term for which the effective rate has been 
calculated, and
                        (iv)    the duration of the term of leases of 
Comparable Space.

                (d)     Landlord's Notice and Tenant's Response.  No later 
than ten (10) months prior to the commencement of the Option Term, 
Landlord shall serve Tenant with a written notice setting forth 
Landlord's determination of the Prevailing Market Rate for the Option 
Term ("Landlord's Notice") and with a list of leases of Comparable Space 
("Comparable Space List") upon which Landlord's Notice was based.  The 
Comparable Space List shall include at least the following information 
for each lease: (i) the address of the leased space, (ii) the names of 
the landlord and tenant, (iii) the rentable square footage, (iv) the 
lease term, (v) the minimum monthly rent throughout the lease term, (vi) 
any periods of free rent, and (vii) the value of tenant improvements for 
which the landlord paid.  Within twenty (20) days after service of 
Landlord's Notice, Tenant shall serve Landlord with a written notice 
("Tenant's Response") stating that Tenant either (1) elects to terminate 
the exercise of its Option (in which event the Option shall lapse and 
this Lease shall terminate on the expiration of the Initial Term), or 
(2) disagrees with Landlord's determination of the Prevailing Market 
Rate and elects to resolve the disagreement as provided in subsection 
(f) hereof.  If Tenant does not serve Landlord with Tenant's Response as 
provided in the previous sentence, Landlord's determination of the 
Prevailing Market Rate shall be binding upon Tenant.

                (e)     Informal Resolution.  Landlord and Tenant shall use 
their best efforts meet at least two (2) times within a twenty (20) day 
period, at a mutually agreeable time and place, to attempt to resolve 
their disagreement concerning the Prevailing Market Rate.  This 
consultation period (regardless of its actual length) shall be deemed to 
have terminated when Landlord or Tenant shall serve the other with a 
written notice stating that that party has decided to resolve the 
dispute regarding Prevailing Market Rate pursuant to Section 3.6(f) of 
the Lease ("Binding Resolution Notice").

(f)     Binding Resolution of any Disagreement regarding Prevailing Market 
Rate.  Any disagreement regarding the Prevailing Market Rate shall be 
resolved as follows:

                        (i)     If Landlord and Tenant cannot agree on the 
Prevailing Market Rate, Landlord and Tenant shall each select one real 
estate broker ("Party Broker") to determine the Prevailing Market Rate.  
Each Party Broker chosen by Landlord and Tenant shall serve his/her 
written opinion determination of the Prevailing Market Rate (determined 
in accordance with the terms of this Section 3.6) on both Landlord and 
Tenant within thirty (30) days after the date when the Binding 
resolution Notice was served on Landlord or Tenant.

(ii)    In making their determination of the Prevailing Market Rate, the 
Party Brokers shall first attempt to find leases of Comparable Space in 
excess of 40,000 rentable square feet in the area in yellow on Exhibit D 
(the "Preferred Area").  If the Party Brokers are able to find at least 
five (5) leases of Comparable Space in excess of 40,000 rentable square 
feet within the Preferred Area, the Prevailing Market Rate shall be 
based solely on leases of Comparable Space within the Preferred Area.  
If the Party Brokers are unable to find at least five (5) leases of 
Comparable Space in excess of 40,000 rentable square feet in the 
Preferred Area, leases of Comparable Space in excess of 20,000 rentable 
square feet in the entire area on Exhibit D shall also be used to 
determine the Prevailing Market Rate.

(iii)   At least ten (10) days before the Party Brokers are required to 
serve their written opinion of the Prevailing Market Rate on Landlord 
and Tenant, each Party Broker shall serve the other, by personal 
delivery or by facsimile transmission, with the Comparable Space List 
which that Party Broker intends to use in reaching his/her opinion of 
Prevailing Market Rent.  If either Party Broker fails to serve the other 
with his/her Comparable Space List as required by this sub-part (iii), 
the Neutral Broker shall only use leases on the Comparable Space List of 
the Party Broker which did comply with this sub-part (iii) in reaching 
his/her determination of Prevailing Market Rent.

                        (iv)    If only one Party Broker serves his/her written
determination of the Prevailing Market Rate on Landlord and Tenant 
within the time period stated in sub-part (i) hereof, that opinion shall 
be deemed to be the Prevailing Market Rate for the Option Term.  If 
both Party Brokers serve their respective determinations of Prevailing 
Market Rate within the time period stated in sub-part (i) hereof and if 
the two opinions of Prevailing Market Rate differ by five percent (5%) 
or less of the higher of the two, the average of the two opinions shall 
be the Prevailing Market Rate.  If the two opinions differ by more than 
five percent (5%) of the higher of the two, then the two Party Brokers 
shall select a third real estate broker (the "Neutral Broker") to 
determine the Prevailing Market Rate.  If the Party Brokers are unable 
to agree upon a Neutral Broker within twenty (20) days, either Landlord 
or Tenant may request the American Arbitration Association to appoint 
the Neutral Broker to determine the Prevailing Market Rate.

                        (v)     After the selection of the Neutral Broker, each
Party Broker shall serve the Neutral Broker with (1) his/her written 
determination of the Prevailing Market Rate for Comparable Space which 
was served in accordance with sub-part (i) hereof and (2) if a Party 
Broker has complied with sub-part (iii) hereof, his/her Comparable Space 
List.  Each party may also submit to the Neutral Broker, with a copy 
simultaneously served on the other party, a written argument in support 
of its determination of the Prevailing Market Rate.  Neither Party 
Broker may change the figure in its determination of the Prevailing 
Market Rate after delivering its determination to the other pursuant to 
sub-part (ii) hereof or change the leases on its Comparable Space List 
after delivering same to the other Party Broker pursuant to sub-part 
(iii) hereof.  Subject to the limitation set forth in subsection (g) 
hereof, the Neutral Broker, within thirty (30) days after his/her 
selection, shall determine the Prevailing Market Rate by choosing one of 
the determinations of the Prevailing Market Rate submitted by the Party 
Brokers.  If both Party Brokers served their Comparable Space List in 
compliance with sub-part (iii) hereof, the Neutral Broker shall base 
his/her decision upon the Comparable Space Lists submitted by both Party 
Brokers and any research which the Neutral Broker chooses to do on 
his/her own.  If only one Party Broker served his/her Comparable Space 
List in compliance with sub-part (iii) hereof, the Neutral Broker shall 
base his/her decision only upon the Comparable Space List submitted by 
the Party Broker which complied with sub-part (iii) hereof.

                        (vi)    All real estate brokers chosen to render an 
opinion of the Prevailing Market Rate (including the Neutral Broker) 
shall be real estate brokers licensed and in good standing with the 
State of California with not less than ten (10) years' experience in 
commercial property leasing in the downtown San Francisco area; 
provided, however, the Neutral Broker (but not every broker in the firm 
with which the Neutral Broker is employed or associated) shall be a 
person who has not represented or acted in any capacity for either party 
for a period of ten (10) years before the selection of that person as 
the Neutral Broker.  Each party shall pay the cost of the Party Broker 
selected by such party and one-half of the cost of the Neutral Broker.

                        (vii)   The provisions of subsection (f) hereof shall 
be the sole procedure for the determination of Prevailing Market Rate for 
the Option Term in the event of a disagreement between Landlord and 
Tenant; and Section 16.1 shall be inapplicable thereto.

                (g)     Limitation on the Determination of Prevailing Market 
Rate.  Notwithstanding anything to the contrary set forth in this 
Section 3.6, in no event shall the monthly Minimum Rent for the Option 
Term be less than the Minimum Rent payable for the one month period 
immediately preceding the commencement of the Option Term.

                (h)     Confirmation of the Determination of Prevailing Market
Rate.  The determination of Prevailing Market Rate pursuant to the 
procedure set forth in this Section 3.6 shall be final and binding on 
the parties and may be confirmed by the Superior Court of the City 
and County of San Francisco upon the filing of a petition therefor by 
Landlord or Tenant.  However, if the Neutral Broker does not determine 
the Prevailing Market Rate by choosing one of the determinations of 
Prevailing Market Rate submitted by the Party Brokers and, instead, uses 
a different figure, the Neutral Broker shall be deemed to have exceeded 
his/her powers; and the Neutral Broker's determination of Prevailing 
Market Rate may be vacated pursuant to Section 
1286.2(d) of the Code of Civil Procedure.  Landlord and Tenant hereby 
waive all of the provisions of Sections 1280 et seq. of the California 
Code of Civil Procedure and the Commercial Arbitration Rules of the 
American Arbitration Association which are contrary to any of the 
provisions of this Section 3.6.
                (i)     Minimum Rent Payable if the Prevailing Market Rate Is
Not Determined prior to the Option Term.  If for any reason there has 
not been a determination of the Prevailing Market Rate by the 
commencement of the Option Term, Tenant's Minimum Rent payment at the 
commencement of the Option Term shall be an amount equal to the Minimum 
Rent payable immediately preceding the commencement of the Option Term.  
In such event, Tenant shall pay Landlord the difference, if any, between 
the Prevailing Market Rate and the Minimum Rent which Tenant had paid 
during the Option Term within ten (10) business days after the 
Prevailing Market Rate is determined, together with interest thereon at 
the rate of five percent (5%) per annum, computed from the beginning of 
the Option Term until the date of payment. Notwithstanding any dispute 
regarding the Prevailing Market Rate, Tenant shall pay all
applicable Additional Lease Charges with respect to the Premises, in the 
manner and at the times provided in this Lease, effective upon the 
commencement of the Option Term.

        3.7.    Percentage Rent.  

                (a)     Percentage Rent.  In addition to the Minimum Rent, if 
Tenant's Permitted Non-Office use involves Tenant's Retail Use (which 
term shall be defined hereafter) of the Premises, Tenant shall pay 
Landlord an amount equal to five percent (5%) of Gross Sales from 
Tenant's Retail Use in excess of the Breakpoint ("Percentage Rent").

                (b)     Tenant's Retail Use and Breakpoint.  The term 
"Tenant's Retail Use" shall mean any use of the Premises by Tenant in 
the area allowed for Permitted Non-Office Use from which Tenant receives 
income which would require Tenant to pay sales tax to the State of 
California.  The term "Breakpoint" shall mean that amount of Gross Sales 
which when multiplied by the Percentage Rent will equal the Minimum Rent 
in any calendar year for the portion of the Premises which Tenant uses 
for a Permitted Non-Office Use (except that portion of the Premises to 
which Section 7.1(v) refers).

                (c)     Gross Sales.  The term "Gross Sales" shall mean: the 
actual sales prices or rentals of all goods, wares and merchandise sold, 
leased, licensed or delivered and the actual charges for all services 
performed by Tenant in, at, from, or arising out of the use of the 
portion of the Premises devoted to Tenant's Retail Use, whether for 
wholesale, retail, cash, credit, or trade-ins or otherwise.  Gross Sales 
shall include, without limitation, sales and services for which Tenant 
is liable to the State of California for sales taxes and (i) where the 
orders therefore originate in, at, from, or arising out of the use of 
the Premises, whether delivery or performance is made from the Premises 
or from some other place, (ii) made or performed by mail, telephone, 
facsimile or computer-generated orders, and (iii) made or performed by 
means of mechanical or other vending devices in the Premises.  Any sums 
which a customer deposits with and forfeits to Tenant shall be included 
in Gross Sales.  Each installment or credit sale shall be treated as a 
sale for the full price in the month during which such sale is made, 
regardless of whether or when Tenant receives payment therefor.  No 
franchise or capital stock tax and no income or similar tax based on 
income or profits shall be deducted from Gross Sales.

                (d)     Exclusions for Gross Sales.  Gross Sales shall not 
include (i) any amounts collected and paid by Tenant for sales or excise 
tax imposed by any duly constituted governmental authority, (ii) any 
cash or credit refund made upon any sale in or from the Premises 
where the merchandise sold is thereafter returned by the purchaser and 
accepted by Tenant, or (iii) sales to Tenant's employees.

                (e)     Gross Sales Reports and Payment of Percentage Rent.  
Within twenty (20) days after the close of each calendar year, Tenant 
will furnish Landlord with a written statement, certified as true and 
accurate by Tenant, setting forth by calendar month the total amount of 
the Gross Sales from the Premises during the preceding calendar year.  
This statement shall be in the form and shall contain such information 
and breakdown as Landlord may reasonably require.  Concurrently with the 
delivery of this written statement, Tenant shall pay Landlord the 
amount, if any, by which Percentage Rent for that year exceeds the 
Breakpoint.

                (f)     Books and Records.  Tenant shall maintain in San 
Francisco, in accordance with generally accepted accounting principles, 
consistently applied, complete and accurate books of account and records 
of all daily receipts from sales made or services provided in connection 
with Tenant's Retail Use, whether for cash or on credit, showing 
cumulative totals and all transactions.  These books and records shall 
include, but not be limited to, true copies of all sales and other 
excise tax reports that Tenant may be required to furnish to any 
governmental agency.  These books and records shall be kept for a period 
of at least three (3) years after the date of Tenant's annual statement 
of Percentage Rent as described in subsection (e) hereof.  The receipt 
by Landlord of any statement of Gross Sales or Percentage Rent for any 
period or the payment of any sum as Rent shall not bind Landlord as to 
the correctness of that statement.

                (g)     Right to Audit.  Landlord or Landlord's designee 
shall have the right to examine, at any time during normal business hours, 
all books and records of Tenant which pertain to Tenant's Retail Use of the 
Premises.  Once in each twelve (12) month period, Landlord shall be 
entitled to conduct, or have a certified public accountant conduct, an 
audit of the records of all business conducted in connection with 
Tenant's Retail Use for the purpose of determining Gross Sales.  This 
audit shall be conducted during normal business hours at the Premises.  
If it shall be determined as a result of such audit that there has been 
a deficiency in the payment of Percentage Rent, such deficiency shall 
become immediately due and payable with interest from the date when the 
payment should have been made at the rate of ten percent (10%) per 
annum.



ARTICLE 4 - REAL ESTATE TAXES AND OPERATING EXPENSES 

        4.1.    Tenant Shall Pay Increases in Real Estate Taxes and 
Operating Expenses.  

                (a)     Increases in Additional Lease Charges.  During the 
period when Tenant occupies, or has the right to occupy, the Premises, 
Tenant shall pay any increase, over the Base Year set forth in the Basic 
Lease Information, in Real Estate Taxes (as hereafter defined) levied 
or assessed against the Premises during the Base Year, and in Operating 
Expenses (as hereafter by Landlord in the Base Year.  The amount of any 
increase in Real Estate Taxes and in Operating Expenses as hereinabove 
provided shall together be defined herein as "Additional Lease Charges."

                (b)     Estimate of Increases in Additional Lease Charges.  
Landlord may, at its option, estimate the Additional Lease Charges to be 
paid by Tenant during the current Lease Year (as hereafter defined) by 
delivering written notice to Tenant stating the amount Tenant is equired 
to pay each month as the estimated increase in Additional Lease Charges.  
Thereafter, Tenant shall pay, as additional Rent, the estimated increase 
in Additional Lease Charges with its monthly payment of Minimum Rent.

                (c)     Reconciliation with the Actual Increases in Additional
Lease Charges.  Within ninety (90) days following the end of each Lease 
Year, commencing in the Lease Year after Tenant first pays estimated 
Additional Lease Charges, Landlord shall deliver to Tenant a 
reconciliation of Tenant's payments of Additional Lease Charges with the 
actual increase in Real Estate Taxes and Operating Expenses over the 
Base Year.  If that reconciliation shows an amount owing by Tenant that 
is less than the payments made by Tenant and if Tenant is not in default 
under this Lease at the time such reconciliation is delivered, Landlord 
shall credit any overpayment to the next payment(s) of Additional Lease 
Charges.  If this reconciliation shows that Tenant owes more than the 
estimated payments made by Tenant, Tenant shall pay the deficiency to 
Landlord within thirty (30) days after delivery of such statement of 
reconciliation.

                (d)     Lease Year.  The term "Lease Year" shall mean a twelve 
(12) month period commencing on the annual anniversary of first day of 
the month in which the Rent Commencement Date occurs.

                (e)     Survival of Obligations.  The respective obligations 
of Landlord and Tenant under this Section 4.1 shall survive the 
expiration or earlier termination of this Lease.

        4.2.    Definition of Real Estate Taxes.    

                (a)     Taxes and Assessments Included within the Definition 
of Real Estate Taxes.  The term "Real Estate Taxes" as used herein shall 
include all real property taxes and assessments on the Premises, as well 
as all personal property taxes levied on property used in operation of 
the Premises whether or not now customary or within the contemplation of 
the parties to this Lease.  Real Estate Taxes shall include, but not be 
limited to:  (a) general and special assessments, license fees, 
commercial rental tax levy, gross receipts tax (other than inheritance 
or estate taxes), fees or assessments for transit, housing, police, 
fire, or other governmental services imposed by any authority having the 
direct or indirect power to tax against any legal or equitable interest 
of Landlord in the Premises, against the Landlord's right to rent or 
other income therefrom or against the Landlord's business of leasing the 
Premises; (b) any tax, fee or charge with regard to the possession, 
leasing, transfer of interest, operation, management, maintenance, 
alteration, repair, use or occupancy by Tenant of the Premises; (c) any 
tax imposed in substitution, partially or totally, for any tax 
previously included within the definition of Real Estate Taxes herein; 
or (d) any additional property tax or assessment, the nature of which 
may not have been previously included within the definition of Real 
Estate Taxes.  The term "Real Estate Taxes" shall also include the cost 
to Landlord of contesting the amount, validity or applicability of any 
taxes or assessments mentioned in this Section 4.2 (except if such tax 
is excluded under Section 4.2(c) below).  If, as a result of contesting 
any Real Estate Taxes or for any other reason, Landlord obtains a 
reduction in Real Estate Taxes, Tenant shall be entitled to the same 
reduction in the increase in Real Estate Taxes as Landlord receives.

                (b)     Assessments Paid in Installments.  If any general or 
special assessment which is payable in installments is levied and 
assessed against the Premises, Tenant shall pay such assessments in 
installments over the longest period permitted.

                (c)     Taxes and Assessments Excluded from the Definition of 
Real Estate Taxes.  The term "Real Estate Taxes" shall not include (i) 
any tax which may be levied on or against the net income or profit of 
Landlord, (ii) any inheritance, estate taxes, transfer taxes, franchise 
taxes and capital stock taxes, (iii) any environmental assessments, 
charges, or liens arising in connection with the remediation of 
Hazardous Materials from the Premises, (iv) 
reserves for the payment of future Real Estate Taxes.  In addition, in 
no event shall Real Estate 
Taxes include any penalty or interest due to Landlord's late payment of 
taxes.

                (d)     Limitation on Increases in Real Estate Taxes due to a 
Change in Ownership.  Despite any other provision of this Lease, if there 
is a change in ownership of the Premises during the initial Term of this 
Lease and, as a result, the Premises is reassessed for Real Estate Tax 
purposes pursuant to Sections 60 et seq. of the California Revenue and Tax 
Code ("Reassessment"), Tenant's obligation to pay increases in Real Estate 
Taxes as a result of a Reassessment shall be limited as follows:

                        (i)     Tenant shall never pay an increase in Real 
Estate Taxes attributable to Reassessment(s) in any Lease Year which exceeds 
Two Hundred Fifty Thousand Dollars ($250,000.00).  For example, if the Real 
Estate Taxes assessed in the Base Year were $65,000.00 and if there were a 
transfer during the third Lease Year which caused a Reassessment and, solely 
as a result of the Reassessment, if Real Estate Taxes beginning on the 
first day of the fourth Lease Year increased by $250,000, the increases in 
Real Estate Taxes which Tenant would pay as a result of this limitation 
(before calculating the limitation in sub-part (ii) hereof) can be 
illustrated as follows:

                      Real Estate
      Real Estate    Taxes Payable   Real Estate               RealEstate
Lease Taxes w/o      by Tenant w/o   Taxes due to  Total Real  Taxes Paid By
Year  Reassessment   Reassessment    Reassessment  Estate Taxes   Tenant
 1    $65,000.00              0                 0   $ 65,000.00           0
 2    $66,300.00    $  1,300.00                 0   $ 66,300.00  $ 1,300.00
 3    $67,626.00    $  2,626.00                 0   $ 67,626.00  $ 2,626.00
 4    $68,979.00    $  3,979.00       $250,000.00   $318,979.00 $253,979.00
 5    $70,358.00    $  5,358.00       $255,000.00   $325,358.00 $255,358.00
 6    $71,765.00    $  6,765.00       $260,100.00   $331,865.00 $256,765.00
 7    $73,201.00    $  8,201.00       $265,302.00   $338,503.00 $258,201.00
 8    $74,665.00    $  9,665.00       $270,608.00   $345,273.00 $259,665.00
 9    $76,158.00    $ 11,158.00       $276,020.00   $352,178.00 $261,158.00
10    $77,681.00    $12,681.00        $281,541.00   $359,222.00 $262,681.00

                        (ii)    Tenant's obligation for increases in Real 
Estate Taxes attributable to a Reassessment in each Lease Year shall be 
determined by multiplying the amount which represents any increase in Real 
Estate Taxes due to Reassessment(s) by the following percentages in the 
following Lease Years:

                        Lease Year                           Percentage
                               1                                 0%
                               2                               20%
                               3                               30%
                               4                               40%
                               5                               50%
                               6                               60%
                               7                               70%
                               8                               80%
                               9                               90%
                              10                              100%

This limitation, combined with the limitation in sub-part (i) can be 
illustrated, by using the assumptions in the example in sub-part (i), 
as follows:

        Real Estate     Real Estate
        Taxes Payable   Taxes due to                        Real Estate
Lease   by Tenant w/o   Reassessment        Total Real     Taxes Paid by
Year    Reassessment    Limited by %        Estate Taxes       Tenant
  1               0                0                    0              0
  2     $  1,300.00                0        $    1,300.00  $    1,300.00
  3     $  2,626.00                0        $    2,626.00  $    2,626.00
  4     $  3,979.00      $100,000.00        $  103,979.00  $  103,979.00
  5     $  5,358.00      $127,500.00        $  132,858.00  $  132,858.00
  6     $  6,765.00      $156,060.00        $  162,825.00  $  162,825.00
  7     $  8,201.00      $185,711.00        $  193,912.00  $  193,912.00
  8     $  9,665.00      $216,486.00        $  226,151.00  $  226,151.00
  9     $ 11,158.00      $248,418.00        $  259,576.00  $  259,576.00
 10     $ 12,681.00      $281,541.00        $  294,222.00  $  262,681.00

                        (iii)   Tenant shall not pay any increase in Real 
Estate Taxes due to Reassessment(s) which have occurred solely because of 
a change in ownership interests within the limited liability company entity 
which is Landlord or any transfer from Landlord to an entity 
in which those (or any of their relatives) who currently hold more than 
fifty (50%) of the ownership interests in Landlord own fifty percent (50%) 
or more of an interest in the succeeding entity.

        4.3.    Definition of Operating Expenses. 

           (a)     Definition of Operating Expenses.  "Operating 
Expenses" shall mean the total cost and expenses paid or incurred by Landlord 
in connection with the management, operation, maintenance and repair of the 
Premises, including, without limitation, (i) janitorial, 
maintenance, and other service contracts; (ii) materials, supplies, 
equipment, and tools; (iii) the cost of landscape maintenance and the 
replacement of plants, trees, and vegetation; (iv) the cost 
of maintenance, replacement, and repairs to the Premises; (v) license, 
permit, and inspection fees; (vi) all inspections and testing of the Premises 
(except voluntary Phase II environmental inspections which are unrelated to 
Tenant's occupancy, Phase I environmental inspections which 
may be required by Landlord's lender, or repointing of the bricks on the 
exterior of the Premises); (vii) wages, salaries, employee benefits and 
payroll costs of Landlord's employees in or serving the Premises (excluding 
such costs of personnel above the rank of project manager); 
(viii) the reasonable fees, charges and other costs, of independent 
contractors engaged by Landlord to perform work that is otherwise an Operating 
Expense; (ix) a management fee equal to four percent (4%) of the Minimum Rent 
each Lease Year which shall be paid to Landlord for its services as a manager; 
(x) the cost of capital improvements or replacements capitalized for 
federal income tax purposes (amortized over the useful life of the 
improvement, as determined for federal income tax purposes, together with 
interest on the unamortized balance at the rate paid by Landlord on funds 
borrowed for the purpose of constructing such capital improvements) 
made to the Premises in response to Tenant's requests for additional 
services or improvements (so long as Tenant shall have given its prior written 
approval to such capital improvement, which approval shall not be unreasonably 
withheld) or occasioned by newly enacted Government Requirements as set forth 
in subsections (b) and (c) of Section 8.8, (xi) the cost of contesting the 
validity or applicability of any Government Requirements described in 
Section 8.7 or 8.8(b), and (xii) insurance premiums and the deductible 
portion on any claim for all insurance obtained by Landlord for the Premises 
pursuant to, and calculated in accordance with, Section 10.2.

                (b)     Exclusions from Operating Expenses.  Notwithstanding 
the foregoing, the term "Operating Expenses" shall not include (i) Real Estate 
Taxes, (ii) depreciation on the Premises, (iii) capital improvements (except 
as provided in clause (x) above), (iv) real estate brokers' commissions, 
executive salaries (exclusive of fees paid for management activities), (v) 
attorneys' fees and court costs (except as provided in clause (xiii) 
above), (vi) voluntary exterior window replacements, (vii) principal and 
interest payments on loans and ground lease payments 
and other similar finance charges, (viii) repairs or other work 
occasioned by the exercise of the power of eminent domain, (ix) costs 
incurred due to Landlord's violation of the terms and conditions of this 
Lease or of any law, statute, ordinance, (x) expenses for which Landlord is 
fully compensated or reimbursed by insurance or by any other party, (xi) 
cost of repairs or other work occasioned by a Casualty Loss (as that term 
is defined in Section 11.1 hereof), (xii) Landlord's general overhead and/or 
administrative expenses, (xiii) except as otherwise expressly 
provided in this Lease, any cost or other expense incurred with respect 
to the investigation, removal, remediation, containment, clean-up, or other 
response associated with or pertaining to the actual or alleged presence of 
Hazardous Materials at, on, beneath, or in the vicinity of the 
Premises or to the actual or threatened release of Hazardous Materials 
at, on, beneath, or in the vicinity of the Premises, (xiv) any costs paid to 
any affiliate of Landlord which is in excess of the amount which would be 
paid absent such relationship, and (xv) costs incurred in connection with 
any financing or refinancing of the Premises by Landlord.

                (c)     Consultation regarding Operating Expenses.  Each year
Landlord agrees to consult with Tenant regarding the Operating Expenses which 
it anticipates incurring over the next twelve (12) months.  Tenant may offer 
any suggestions which it believes may improve services to the Premises or 
reduce Operating Expenses; and Landlord shall give Tenant's suggestions due 
consideration in planning for the Operating Expenses for the Premises.

                (d)     Change of a Policy or Procedure which Increases or 
Decreases Operating Expenses.  If Operating Expenses at any time increase or 
decrease as a result of a change in a policy or procedure in the operation 
of the Premises (e.g., the addition of earthquake insurance or 
other insurance coverages if such insurance or coverages were not 
included in Operating Expenses in the Base Year or any change in the 
management fee) ["Expense Change"], the Operating Expenses for the Base Year 
shall be adjusted for the twelve (12) month period in 
which the Expense Change occurs (and for all subsequent years during 
which that Expense Change remains in effect).  The Operating Expenses for the 
Base Year shall be increased or decreased, as appropriate, by the estimated 
amount that (i) would have been included in the Operating Expenses for the
Base Year if the Expense Change had been in effect during the Base Year or 
(ii) would not have been included in Operating Expenses for the Base Year if 
the Expense Change were not in effect during the Base Year.  The Operating 
Expenses for the twelve (12) month period in which the Expense Change occurs, 
and thereafter so long as it remains in effect, shall be based upon the 
revised Operating Expenses for the Base Year.

                (e)     Limitation on Operating Expenses. For any twelve (12) 
month period in which increases in Operating Expenses are determined, Landlord 
shall not collect in excess of one hundred percent (100%) of the amount by 
which all Operating Expenses in the Premises for that period exceed the 
aggregate of all Operating Expenses for the Base Year.  Landlord shall not 
recover, through Operating Expenses, any item of cost more than once.

        4.4.    Tenant's Right to Audit. 

         Landlord shall keep in San Francisco complete and 
detailed books and records of account relating to Operating Expenses and Real 
Estate Taxes for a period of three (3) years after Landlord delivers to Tenant 
its annual statement of reconciliation of Additional Lease Charges.  During 
that same period of three (3) years, Tenant shall have the right to inspect 
the books and any other pertinent records of Landlord, on reasonable notice 
and during normal business hours, for the purpose of verifying such statement.  
Tenant may contest Landlord's computation of Additional Lease Charges for the 
Premises, either in whole or in part, by giving Landlord written notice 
stating its objections; provided that such notice is received by Landlord, 
not later than two (2) months after the expiration of the aforesaid 
three (3) year period.  If Landlord agrees, or it is determined through 
arbitration pursuant to Section 16.1 hereof, that there has been an 
over-charge of Additional Lease Charges to Tenant, Landlord 
shall reimburse Tenant for such over-charges within ten (10) days of such 
determination, but Tenant shall not have the right to terminate this Lease as 
a consequence of such over-charges.

        4.5.    Tenant Shall Pay for Taxes Levied on its Property. 

        Tenant shall be liable for, and pay prior to delinquency, all taxes 
levied against Tenant's Property.  If any taxes on the above-described property 
are levied against Landlord or Landlord's 
property and if Landlord pays the same believing them to be due, or if the 
assessed value of 
Landlord's property is increased by the inclusion of the value placed on the 
above-described property and if 
Landlord pays the taxes based on such increased assessment believing same to be 
due, Tenant shall pay Landlord the taxes so levied against Landlord or the 
portion of such taxes resulting from the increase in the assessments due to the 
above-described property.


ARTICLE 5 - UTILITIES USED IN THE PREMISES  

        5.1.    Tenant Shall Pay for all Utility Costs.  

        Within ten (10) days after receiving a bill therefor from Landlord 
or directly from the utility, Tenant shall directly pay to the appropriate 
utilities for all Utility Costs, including taxes thereon, incurred in
connection  with the Premises and/or 
Tenant's occupancy thereof during the entire Term of this Lease.  The term 
"Utility Costs" shall mean the total cost for all water, heat,
air-conditioning,  gas, electricity, 
telephone/telecommunications, garbage, and other utilities provided to or for 
the Premises (collectively "Utilities").

        5.2.    No Liability for Interruption in Utilities.  

        Landlord shall not be liable in damages or otherwise, and Tenant 
shall not be entitled to a reduction in Rent or to terminate this Lease, 
as a consequence of any failure or interruption of any utility or service 
provided to the Premises, unless caused by the gross negligence or willful 
misconduct of Landlord.

        5.3.    Intra-Building Network Cable.  

        Tenant shall be solely responsible, and Landlord shall not 
be responsible, for providing any telephone equipment, including wiring, within 
the Premises or for providing telephone service or connections from the utility 
to the Premises.


ARTICLE 6 - SECURITY DEPOSIT  

        6.1.    Security Deposit.

                (a)     Letter of Credit or Proceeds from the Letter of Credit 
as a Security Deposit.  On the later of January 2, 1998 or five (5) days prior 
to the commencement of construction of the Tenant Improvements in the Premises 
pursuant to 
Exhibit C hereof, Tenant at its sole cost and expense shall deliver to Landlord 
an irrevocable 
stand-by letter of credit in the amount set forth in the Basic Lease
Information  and on the terms 
described in Section 6.2 ("Letter of Credit").  The Letter of Credit and any 
amount of the Letter of Credit that is drawn on by Landlord but not applied 
by Landlord to a default of Tenant shall be 
held by Landlord as security for Tenant's faithful performance of its 
obligations under this 
Lease.  If the security deposit is in the form of cash because Landlord has 
drawn on the Letter 
of Credit, the security deposit may be commingled with funds of Landlord, 
and Landlord shall 
have no obligation or liability for payment of interest on the security 
deposit.

                (b)     Use of the Security Deposit.  If Tenant fails to pay 
any amount when due and payable hereunder or fails to perform any of the terms 
hereof and 
Landlord declares a default under this Lease as a result thereof, Landlord 
may apply and use all or 
any portion of the security deposit for Rent, for payment of any amount for 
which Landlord has 
become obligated as a result of Tenant's default, or for any loss, expense, 
or damage sustained by 
Landlord as a result of Tenant's default.

                (c)     Restoration of the Security Deposit.  If Landlord uses 
any of the security deposit, Tenant shall, within ten (10) days after written 
demand 
therefor, restore the security deposit, either in the form of cash or the 
issuance of a new irrevocable 
stand-by letter of credit on the terms set forth in Section 6.2, to the full 
amount required by the 
Lease.  Tenant's failure to do so shall constitute a default hereunder; 
and Landlord shall have the 
same remedies set forth in Article 14 for a default in the payment of Rent.

        6.2.    Terms of the Letter of Credit.  The irrevocable stand-by Letter 
of Credit which Tenant shall deliver to Landlord as its security deposit:

                (a)     shall be in compliance with the terms of this Article 
6 and otherwise shall be in a form reasonably satisfactory to Landlord,

                (b)     shall be issued by a mutually agreeable financial 
institution ("Bank"),

                (c)     shall name Landlord as beneficiary,

                (d)     shall be for a term of no less than one (1) year and 
shall provide that it is automatically renewable unless the issuer serves 
Landlord with a written 
notice of non-renewal ("Notice of Non-Renewal") at least thirty (30) days
before  the then 
applicable expiration date of the Letter of Credit,

                (e)     shall provide that in the event that Landlord 
transfers ownership of the Premises to another person/entity, Landlord, subject 
to compliance with 
the requirements of the Bank for the transfer of the Letter of Credit, may 
transfer the Letter 
of Credit to the new owner upon Landlord's presentation to the issuer of a 
written notice of 
transfer together with the original Letter of Credit and that in such event the 
issuer shall 
reissue the Letter of Credit in the name of the transferee stated in the 
notice of transfer, and

                (f)     shall provide that Landlord may draw upon the Letter 
of Credit by presenting the following to the issuer:  (i) a sight draft in an 
amount which does not exceed the amount of the Letter of Credit executed by 
the person executing the 
"Certificate" as described in sub-part (ii) hereof, and (ii) a certificate 
(the "Certificate") 
executed under penalty of perjury under the laws of the State of California, 
stating that the person 
executing the Certificate is the duly appointed representative of Landlord 
and further stating (1) that 
the Account Party is in default under the Lease, following written notice and 
the passage of any 
applicable cure period, and that the amount of the sight draft presented 
concurrently with the 
Certificate is due, owing, and unpaid under the Lease, or (2) that the "Notice 
of Non-Renewal" has 
been given and that the Account Party has not provided Landlord with a 
satisfactory substitute 
letter of credit.

        6.3.    Release/Reduction of the Letter of Credit. 

                (a)     Release of the Letter of Credit.  So long as Tenant 
has never been in material default under this Lease beyond any applicable cure 
periods, the Letter of Credit shall be released by Landlord on the later of (i) 
January 1, 2000 or (ii) the 
date when Tenant has established, to Landlord's reasonable satisfaction, that
it  has achieved 
either of the following financial goals:

                        (i)     after-tax net income (as reported on its Form 
10-Q filings) in excess of $0 for eight (8) consecutive quarters prior to the 
date of the 
release of the Letter of Credit, or

                        (ii)    after-tax net income, excluding the after-tax 
effect of extraordinary items (as reported on its Form 10-K filings) exceeded 
One 
Million Dollars ($1,000,000.00) for each of the two (2) consecutive fiscal 
years ending 
prior to the date of the release of the Letter of Credit.

                (b)     Reduction of the Letter of Credit.  At any time prior 
to the Commencement Date, Tenant shall have the right to reduce the Letter of 
Credit in exchange for a reduction of the Tenant Improvement Allowance
specified  in Exhibit C 
hereof.  The amount of the reduction of the Letter of Credit shall be equal to 
two-thirds 
(2/3rds) of the amount by which the Tenant Improvement Allowance is reduced.  
For example, if the Tenant 
Improvement Allowance were reduced by Nine Hundred Thousand Dollars 
($900,000.00), 
the Letter of Credit would be reduced by Six Hundred Thousand Dollars 
($600,000.00).


ARTICLE 7 - USE AND CONDITION OF THE PREMISES  

        7.1.    Use of the Premises.  

        Tenant shall only use or permit the Premises to be used for those 
purposes explicitly 
set forth in the Basic Lease Information, and no use of the Premises for any 
other purpose or 
in any manner in violation of the terms of this Lease shall be permitted.  In 
addition, 
any interactive or multi-media use or any retail use (collectively "Permitted 
Non-Office Uses") of the 
Premises shall also be limited by all of the following restrictions:

                (i)     all Permitted Non-Office Uses shall be limited to the 
first floor of the Premises;

                (ii)    Tenant at its sole cost and expense shall be 
responsible for obtaining any and all governmental permits and all required 
approvals necessary for 
all Permitted Non-Office Uses (the availability of which is not warranted by 
Landlord); 

                (iii)   except as provided in sub-part (v) hereof, only the 
named Tenant under this Lease shall be entitled to use the Premises for 
Permitted Non-Office Uses;

                (iv)    except as provided in sub-parts (v) and (vi) hereof, 
no Permitted Non-Office Use shall involve any retail use or the sale of any 
products of CNET, Inc.;

                (v)     Tenant may sublease no more than 2,000 rentable square 
feet of the first floor of the Premises to one or two sublessees for the use of 
the area 
as a juice bar, coffee shop, pastry shop, or the sale of gourmet sandwiches, 
so long as Tenant 
obtains Landlord's prior written consent to the particular use (in addition to 
obtaining 
Landlord's consent pursuant to Sections 8.4 and 13.1), which consent shall not 
be unreasonably withheld; and

                (vi)    if CNET, Inc. engages in any activity on the first 
floor of the Premises within the definition of Tenant's Retail Use, the total 
square footage 
which shall be devoted to such use shall not exceed two hundred and fifty (250) 
square feet.

        7.2.    Operation of Tenant's Business. 

                (a)     Limitations on Use of the Premises.  Tenant shall not 
exceed the floor weight limitations of the Premises as set forth in the Basic 
Lease Information without Landlord's prior written consent.  Tenant
acknowledges  that the limitations stated 
in the Basic Lease Information are for the protection of Tenant's employees as 
well as the 
Premises, and serious harm may occur to Tenant's employees and damage may 
occur to the 
Premises if Tenant fails to adhere to the limitations in the Basic Lease 
Information.

                (b)     Capacity of Building Systems.  Tenant acknowledges 
that the heating, air conditioning and ventilating ("HVAC") system of the 
Premises is  designed to operate efficiently assuming an electrical load less
than 3.5 watts per square  foot of rentable area of the Premises and that,
subject to the foregoing limitation, the Premises has  a total connected
electric power capability (at the main transformer serving the Premises) of 10
 watts per rentable square foot.  Tenant shall not connect or use any
electrical equipment that  exceeds the capacity of the HVAC system of the
Premises without first providing Landlord with plans  and specifications
(either under Article 8 hereof or pursuant to Exhibit C in connection  with
the construction of the Tenant Improvements) evidencing, to the reasonable
satisfaction of  Landlord, the installation and operation of supplemental HVAC
facilities that will provide cooling to  efficiently operate any equipment
with an aggregate electrical load in excess of the design  capacity of the
existing HVAC system in the Premises.  In no event shall Tenant connect or use
 any equipment in the Premises that shall exceed the total electrical load
capacity of the  Premises.

                (c)     No Unlawful or Injurious Use of the Premises.  Tenant 
shall not use nor permit the Premises to be used in any manner which may
result in waste  or the creation of a nuisance.  Tenant shall not use or
permit the use of the Premises for  any purpose or in any manner which may
constitute a violation of the laws, ordinances,  regulations or requirements
of any governmental entity having authority over the Premises or any  recorded
covenants, conditions, or restrictions.

                (d)     Effect of Tenant's Use of the Premises on Landlord's 
Insurance.  Tenant shall not use or permit the Premises to be used in any
manner which will  increase the existing rate of insurance upon the Premises
or cause the cancellation of any  insurance policy covering the Premises or
any part thereof.  Tenant shall not sell, or permit to  be kept, used or sold,
in or about the Premises, any article which shall now or hereafter be 
prohibited by Landlord's fire insurance policy.  Tenant shall comply with any
and all rules, orders,  regulations, or requirements of the Pacific Fire
Rating Bureau or any other organization performing a  similar function of
which it has prior written notice.  If Tenant breaches any of the  provisions
of this subsection and fails to cure such breach within fifteen (15) days
after written notice  thereof and, as a consequence, there is an increase in
Landlord's fire insurance premiums,  Tenant shall pay the entire cost of any
additional premiums changed.

        7.3.    Condition of the Premises.   

        Tenant hereby acknowledges that Tenant has had a reasonable
opportunity  to inspect the Premises.  Except for those improvements to the
Premises which Landlord in this Lease has expressly agreed to make and except
as otherwise provided in Section  7.4, Tenant hereby accepts the Premises "as
is" on the date Tenant takes possession hereunder  subject to all laws,
ordinances, and regulations applicable to the Premises and their use and  any
restrictions of record.  Tenant acknowledges that, except as otherwise
provided in  Section 7.4, Tenant shall be solely responsible for its
investigation into the condition of the  Premises and whether or not the
Premises is in compliance with any applicable building codes and shall  not be
entitled to rely upon the representations, if any, of any person concerning
the condition  of the Premises or its compliance with codes.  Tenant shall
promptly comply with all laws,  ordinances, and regulations applicable to the
Premises or their use during the Term of this Lease or  any extensions
thereof.  However, Tenant shall not be responsible for any capital or
structural  improvements to the Premises required by any governmental entity,
except as provided in  Section 8.7 hereof.

        7.4.    Landlord's Obligation upon Delivery of the Premises.


                (a)     Compliance with Building Codes and the Structural 
System of the Premises.  Landlord hereby warrants to Tenant (i) that the
Premises  existing as of the Commencement Date shall be in compliance with all
applicable building  codes applicable to the Premises in its "as-is" condition
as of the Commencement Date and (ii)  that the structural elements of the
Premises (including the roof, the roof membrane and  other structural
elements) existing as of the Commencement Date shall be in good condition and 
repair and in compliance with all applicable building regulations, laws,
statutes, ordinances,  codes, and covenants and restrictions of record
applicable to the Premises in its "as-is"  condition as of the Commencement
Date.  If Tenant does not give Landlord written notice of non-compliance  with
this warranty within the earlier of (1) ten (10) business days after the
discovery of  the breach of this warranty or (2) one-hundred eighty (180) days
after the Rent Commencement Date,  this warranty shall expire and thereafter
shall be of no further force or effect.


                (b)     Building Systems.  Landlord warrants that as of the 
Commencement Date the electrical, plumbing, lighting and mechanical systems of
the  Premises in their "as-is" condition as of the Commencement Date shall be
in working order.  If  Tenant does not give Landlord written notice of
non-compliance with this warranty within five  (5) days after the Commencement
Date, this warranty shall expire and thereafter shall be of  no further force
or effect.

                (c)     Tenant's Remedies.  If the Premises do not comply with
 any of the warranties set forth in this Section 7.4 as of the Commencement
Date,  Landlord, after receipt of written notice from Tenant setting forth
with specificity the nature and  extent of such non-compliance and after
confirming the accuracy of Tenant's notice, shall  promptly rectify the same
at Landlord's sole cost and expense (which shall not be charged to  Tenant). 
Such repair and correction shall be Tenant's sole and exclusive remedy against
Landlord  for breach of these warranties.  Notwithstanding the foregoing,
Landlord shall not be  required to remedy any portion of the Premises that
does not comply with the above-stated warranty to  the extent that Tenant
intends to alter or remove that portion of the Premises during the 
construction of its Tenant Improvements pursuant to Exhibit C.

ARTICLE 8 - MAINTENANCE, REPAIRS, AND ALTERATIONS 

        8.1.    Tenant's Obligations for Repairs and Maintenance. 

                (a)     Repairs and Maintenance.  At all times during its 
occupancy of the Premises, Tenant shall repair and maintain in good condition,
at its  sole cost and expense, Tenant's Property, any portion of the Premises
which have been damaged  as a consequence of any act or omission of Tenant or
any employee or independent contractor  of Tenant, and all telecommunications
equipment installed in the Premises by or for the  benefit of Tenant.  All
repairs to the Premises made by Tenant shall be at least equal in  quality,
value, and utility to the improvements to the Premises before repairs were
required.

                (b)     Return of the Premises.  Upon the expiration or 
earlier termination of this Lease, Tenant shall return the Premises to
Landlord clean and  otherwise in the same condition as existed on the Rent
Commencement Date, except for (i)  normal wear and tear, (ii) the Tenant
Improvements (other than Tenant's cabling system) constructed  in accordance
with Exhibit C hereto, and (iii) Alterations which Landlord does not require 
Tenant to remove pursuant to Section 8.4(c) [which Tenant shall not be
required to  remove].  Any damage to the Premises, including any structural
damage, resulting from Tenant's use  or from the removal of Tenant's Property
shall be repaired by Tenant.

                (c)     Roof/Exterior/Structural System of the Premises.  
Notwithstanding any other provision of this Lease, in the event that Tenant
shall construct  a deck on the roof of the Premises, install any equipment on
the roof of the Premises, install any  Exterior Tenant Signage (as that term
shall be defined hereafter) on any portion of the  Premises, or modify any of
the structural members of the Premises in any manner, Tenant shall  thereafter
be solely responsible for the maintenance and repair of the roof and
structural system of the  Premises to the extent the roof or structural system
was directly or indirectly affected by such  additions or modifications.


        8.2.    Landlord's Obligations for Repairs and Maintenance.  

                (a)     Repairs and Maintenance.  Except for Tenant's 
obligations for repair and maintenance set forth in Section 8.1, Landlord
shall repair and maintain  in good condition the Premises including the
foundation, roof and exterior walls and all  mechanical, electrical, and 
plumbing systems (but not the telecommunications systems).  However,  unless
Landlord has  itself determined that repairs are required, Landlord's
obligation to  make repairs shall not arise  until receipt of written notice
from Tenant describing the repairs that  are required.  After receipt  of this
notice, Landlord shall have a reasonable period of time to  commence and
complete such  repairs as are required.

                (b)     Waiver.  Tenant hereby waives all rights to make 
repairs at the expense  of Landlord or in lieu of such repairs to vacate the
Premises as  provided by California Civil Code  Sections 1941 and 1942 or any
other law or ordinance now or hereafter in  effect.


        8.3.    Landlord's Right to Make Repairs on Behalf of Tenant.  If
Tenant refuses or  neglects to make repairs to the Premises which Tenant is
required to  make, in a manner  reasonably satisfactory to Landlord, Landlord
shall have the right upon  giving Tenant ten (10)  days prior written notice
to enter the Premises and make the repairs  which were Tenant's 
responsibility hereunder.  In such event, within ten (10) days after 
receiving an invoice therefor,  Tenant shall pay all costs and expenses
incurred by Landlord with  interest thereon.


        8.4.    Alterations and Additions. Except as provided in subsection  (d)
hereof, Tenant shall not make any  additions, alterations, repairs, or
improvements to the Premises,  including the addition of a deck  to the roof
of the Premises (collectively "Alterations"), without the  prior written
consent of  Landlord, which shall not be unreasonably withheld. 
(Notwithstanding  anything in the foregoing  to the contrary, the Tenant
Improvements constructed by Tenant in  accordance with Exhibit C  shall not be
deemed Alterations for purposes of this Section 8.4;  provided, however, the
terms of  Section 8.4(e) shall apply to any such improvements constructed by 
Tenant whether or not the  same are installed as part of the Tenant
Improvements.)  Regardless of  subsection (d) hereof, all  Alterations shall
be subject to the following terms and conditions:

                (a)     Documentation of Alterations to be Performed.  Except 
in case of an 
emergency requiring immediate repairs, Tenant shall deliver to Landlord 
the documents 
described in Section 8.5(a) at least thirty (30) days before the date 
when Tenant commences work 
on Alterations of the Premises.

                (b)     Requirement of Payment and Performance Bonds.  
Landlord may 
require, at Landlord's sole option, that Tenant obtain payment and 
performance bonds, naming 
Landlord as obligee, in an amount equal to the total estimated cost of 
the Alterations if (i) Tenant 
is then in default under this Lease, (ii) Tenant has failed to make any 
Rent payment when due 
more than twice during the preceding twelve (12) months, or (iii) 
Government Requirements (as 
hereinafter defined) impose an obligation to make alterations, 
improvements, or repairs to the 
Premises, as a result of the Alterations proposed by Tenant in an amount 
in excess of One 
Hundred Thousand Dollars ($100,000.00).

                (c)     Title to and Removal of Alterations.  All Alterations 
shall become the 
property of Landlord upon installation and, unless Landlord otherwise 
directs, shall be 
surrendered with the Premises when Tenant vacates the Premises.  Upon 
the expiration or earlier 
termination of this Lease, Landlord shall have the right to require 
Tenant, at Tenant's cost, to 
remove any Alterations (i) which Tenant installed without Landlord's 
consent either in breach of 
this Lease or pursuant to subsection (d) hereof, (ii) which were made in 
accordance with 
subsection (e) hereof, or (iii) which Landlord informed Tenant should be 
removed when 
Landlord granted its consent to the Alterations.  Notwithstanding the 
foregoing, Tenant shall 
have no obligation to remove any structural Alterations required to be 
installed or constructed by 
Tenant pursuant to Section 8.7.  If Tenant is required to remove 
Alterations, Tenant shall restore 
the Premises to its condition on the Commencement Date of this Lease, 
except as modified by 
Alterations which Landlord has approved and not informed Tenant should 
be removed at the 
expiration of the Lease.

                (d)     Alterations which Do Not Require Landlord's Consent.  
Tenant shall 
have the right to perform Alterations to the Premises without Landlord's 
consent so long as (i) 
the aggregate cost of the Alterations in any twelve (12) month period is 
less than Fifty Thousand 
Dollars ($50,000.00) and (ii) the Alterations are non-structural, are 
not made to the roof or the 
exterior of the Premises, and do not affect any of the Utilities serving 
the Premises.

                (e)     Telecommunications Equipment.  At any time during the 
term of the 
Lease, Tenant shall have the right to place upon the roof of the 
Premises one or more so-called 
"satellite dishes" or other similar device (or to replace any such 
existing device), such as antenna, 
for the purpose of receiving and sending radio, television, computer, 
telephone, or other 
communication signals.  Any such installation shall be in accordance 
with all applicable 
provisions of Sections 8.4 and 8.5 of the Lease.  Tenant shall be 
responsible for any damage to 
the Premises, including but not limited to repairs to the roof of the 
Premises, caused by the 
installation, removal, operation, or maintenance of any such device.  
Tenant shall be solely 
responsible for obtaining any government approvals which may be required 
in connection with 
the installation of any equipment or structures on the roof.  Landlord, 
by virtue of this subsection 
(e), shall not be deemed to have represented to Tenant that any 
governmental authorities will 
approve the installation of any equipment or the erection of any 
structure on the roof of the 
Premises.

        8.5.    Tenant's Construction and Repair Work. 

                (a)     Information to be Provided to Landlord.  Tenant shall 
provide Landlord 
with the following:  (i) a written description of the work to be 
performed and reasonably detailed 
plans and specifications for the proposed Alterations, which are 
reasonably satisfactory to 
Landlord, prepared at Tenant's sole expense by a licensed architect, 
(ii) the name and address of 
the contractor who will be performing the Alterations to the Premises, 
and (iii) a written 
statement jointly signed by an architect, licensed to practice in the 
State of California, and by 
Tenant which describes the Alterations, if any, that Government 
Requirements will require be 
performed as a result of Tenant's proposed Alterations.

                (b)     Prosecution of the Work.  Tenant shall perform all 
Alterations in the 
Premises with contractors who are duly licensed in the State of 
California and who are approved 
in advance by Landlord.  Tenant shall cause its contractors to perform 
their work in a good and 
workmanlike manner and shall further cause them to diligently prosecute 
all work to completion.

                (c)     Contractor's Insurance.  Before performing any 
construction or repair 
work in the Premises, Tenant shall obtain an insurance certificate and a 
policy endorsement, 
naming Landlord and its agents, employees, and any ground lessors and 
mortgagees whose 
names shall have been furnished to Tenant as additional insureds, from 
the general contractor or, 
if there is no general contractor, from each specialty contractor whom 
it employs to perform such 
work.  Each insurance certificate and policy endorsement shall (i) list 
all of the named insureds 
under the policy, (ii) be issued by an insurer admitted to transact 
insurance in the State of 
California with a financial rating of at least an A:VII as rated in the 
most recent edition of Best's 
Insurance Reports, (iii) provide at a minimum that the contractor has in 
full force and effect a 
Commercial General Liability policy in amounts not less than 
$2,000,000.00 per occurrence for 
personal injury, bodily injury and property damage with coverage for 
premises and operations 
liability, contractual liability, completed operations coverage, 
products liability, and broad form 
property damage liability, (iv) contain an endorsement requiring at 
least thirty (30) days written 
notice from the insurance company to all of the named additional 
insureds before any 
cancellation or material change in coverage, scope, or amount of the 
insurance policy, and (v) 
either contain an endorsement (1) which states that no additional 
insured will be excluded from 
coverage in the event that the additional insured is alleged or found to 
be negligent in connection 
with any claim made under the policy or otherwise or (2) in the form of 
ISO Form # CG 20 10 10 
93 (or any amendments to this form which are substantially similar and 
do not result in a 
reduction of coverage for the additional insureds).  If Tenant causes 
any work to be performed in 
the Premises without first obtaining such an insurance certificate and 
policy endorsement, Tenant 
shall indemnify, defend, protect, and hold harmless Landlord from and 
against any loss, cost, 
claim, or damage for which Landlord would have been covered by such 
insurance policy.

                (d)     Work Shall Conform to Applicable Laws and Regulations.  
Any 
construction or repair work performed by Tenant shall be in accordance 
with all applicable 
government laws, ordinances, codes, and regulations, including but not 
limited to all applicable 
building codes, the Americans with Disabilities Act, and Title 24 of the 
California Code of 
Regulations.  If any governmental agency or body requires work to be 
performed to the Premises 
as a result of work performed by Tenant or of Tenant's use of the 
Premises, Tenant shall be solely 
responsible for performing such work.  Tenant shall also be solely 
responsible for obtaining all 
required government permits for any work performed by Tenant.

                (e)     Tenant's Responsibility for Costs.  Tenant shall pay 
all costs and 
expenses associated with any Alterations, including any out-of-pocket 
costs and expenses 
reasonably incurred by Landlord in reviewing the proposed Alterations or 
inspecting or testing 
the work performed in the Premises.

        8.6.    Liens. 

                (a)     Notice to Landlord.  At least ten (10) days before the 
commencement of 
any work for which a claim of lien may be recorded, Tenant shall give 
Landlord written notice of 
its intention to commence work to enable Landlord to post notices of 
non-responsibility or any 
other notices which Landlord deems necessary for the proper protection 
of Landlord's interest in 
the Premises.  Landlord shall have the right to enter the Premises and 
post such notices at any 
reasonable time.

                (b)     Removal of Liens.  Tenant shall keep the Premises free 
from any liens 
arising out of any work performed by Tenant.  If, within thirty (30) 
days after the recordation of a 
mechanic's lien, Tenant fails to obtain a release of the lien or fails 
to post a mechanic's lien 
release bond in the required amount, Landlord shall have the right, but 
not the obligation, to 
cause same to be released by any means including the payment of the 
claim giving rise to the 
lien.  Tenant shall pay to Landlord all costs and expenses incurred by 
Landlord (including 
attorney's fees) in releasing the lien within ten (10) days after 
Landlord's demand therefor.

        8.7.    Tenant's Obligation for Compliance with Government 
Requirements. 
           (a)     Tenant's Obligation. Except for the obligations of 
Landlord, as provided 
in Sections 7.4 and 8.8 and Landlord's obligations under Exhibit C, 
Tenant, at Tenant's sole cost 
and expense, shall comply with all Government Requirements (as hereafter 
defined).  It is the 
intent of the parties that the foregoing covenant shall impose upon 
Tenant, and shall relieve 
Landlord from, the obligation to make all Alterations to the Premises 
compelled by Government 
Requirements that are (i) non-structural in nature, whether or not of a 
substantial and/or 
permanent nature, (ii) structural or non-structural Alterations as a 
consequence of Tenant's use of 
the Premises described in Section 8.1(c), and (iii) structural or non-
structural Alterations which 
are required as a result of (1) Tenant's particular use of the Premises 
(for other than general 
office use), including but not limited to all Permitted Non-Office Uses, 
(2) any Alterations to the 
Premises made by Tenant, or (3) Tenant's breach of any provision of this 
Lease.  The phrase 
"non-structural" when used in Article 8 shall mean all such work within 
the four walls of the 
Premises, to the doors, door frames, and entrances to the Premises, that 
do not require 
replacement, alteration or improvement to any of the structural elements 
of the Premises 
(including the roof or roof membrane).  It is further the intent of the 
parties that the allocation of 
responsibility for compliance with Government Requirements as set forth 
in this Article 8 shall 
be binding upon the parties regardless of whether or not this Lease be 
deemed to be a "net" lease.

                (b)     Definition of Government Requirements.  The term 
"Government 
Requirements" as used in this Lease shall mean all laws, orders, codes, 
regulations, and 
requirements of federal, state, county and municipal authorities which 
are now or at any time 
hereafter may be in effect relating to the condition, use, or occupancy 
of the Premises (whether or 
not any condition or occupancy is related to Tenant's particular use of 
the Premises), including 
but not limited to all applicable building codes, the Americans with 
Disabilities Act, and Title 24 
of the California Code of Regulations (collectively "Government 
Requirements").  By way of 
example and not limitation, these improvements, alterations, and repairs 
shall include those 
imposed by handicapped accessibility, fire, and life-safety 
requirements.

                8.8     Landlord's Obligation for Compliance with Government 
Requirements.   

(a) Landlord's Obligation.  Except as provided to the contrary in 
Sections 
8.1(c) and 8.7 of this Lease, Landlord, at Landlord's sole cost and 
expense, shall be solely 
responsible for complying with any Government Requirements relating to 
the structural portions 
of the Premises (including the floor slab and the structural columns), 
the roof, the exterior walls, 
and the foundation.  Landlord's obligation hereunder shall include 
compliance with Government 
Requirements as a result of a condition existing in the Premises as of 
the Commencement Date 
which is not in compliance with Government Requirements as of that date.

(b) Landlord's Obligations for Newly Enacted Government Requirements.  
If newly enacted Government Requirements which were not applicable to 
the Premises as of the 
date of this Lease require capital improvements which are not the 
obligation of Tenant under 
Section 8.7, Landlord shall make such Alterations to the Premises and 
the cost thereof following 
completion of the work (other than any cost required to correct defects 
in construction or 
conditions not in conformance with code requirements existing as of the 
date of this Lease) shall 
be included in Operating Expenses as set forth in subsection (c) hereof.

(c) Cost Allocation.  Landlord shall amortize the cost of the capital 
improvements made pursuant to subsection (b) hereof on a straight line 
basis over the useful life 
(as reasonably determined by Landlord) of such capital improvements.  
The term "useful life" 
shall mean (i) except as provided in sub-part (ii) hereof, the period of 
time defined in accordance 
with generally accepted accounting principles or (ii) in the case of 
capital improvements which 
would otherwise have a useful life beyond the remaining term of this 
Lease but which Landlord 
reasonably anticipates would not be utilized by another tenant after the 
expiration of the term of 
this Lease, the remaining term of the Lease after the construction of 
the capital improvements.  
Tenant's obligation to pay its share of such capital improvements shall 
be limited to the portion 
of the cost thereof that is to be amortized as hereinabove provided 
during the period of the 
remainder of the Term of this Lease.


ARTICLE 9 - LANDLORD'S RIGHT OF ENTRY tc "ARTICLE 9 - LANDLORD'S 
RIGHT OF ENTRY"  

        9.1.    Right of Entry. 
       Landlord (and any 
designated agent, representative, employee, or contractor) shall have 
the right to enter the 
Premises at all reasonable times (which, as a general matter, shall mean 
normal business hours) 
and, except in cases of emergency, after giving Tenant not less than 
twenty-four (24) hours' 
verbal notice, to make repairs required of Landlord hereunder, to 
inspect the Premises, to supply 
any service to be provided by Landlord hereunder, to show the Premises 
to prospective 
purchasers, mortgagees or, during the last year of the Term of this 
Lease, tenants, and to post 
notices of non-responsibility.  Except in the case of an emergency, 
Landlord employees 
(including, without limitation, Landlord's agents and contractors) who 
enter the Premises shall 
be prepared to provide proper identification and shall enter only in the 
presence of and 
accompanied by a representative of Tenant; and any entry shall be 
limited to work areas in which 
non-sensitive and non-proprietary work is on-going.  Landlord may for 
that purpose erect and use 
structures in and through the Premises where reasonably required by the 
character of the work to 
be performed, provided that when work is performed during Business 
Hours, the work shall be 
performed in a manner that minimizes interference with Tenant's 
business.  Landlord may also 
place "For Lease" signs on the outside of the Premises during the last 
three (3) months of this 
Lease.

        9.2.    Emergency Entrance into the Premises.   
Landlord shall have the right to use any and 
all means that Landlord 
may deem necessary or proper to open the doors of the Premise or 
otherwise obtain entry to any 
portion of the Premises during an emergency, Landlord shall give Tenant 
immediate verbal 
notice of any such entry and the need therefor.  Any emergency entry to 
the Premises shall not 
under any circumstances be deemed to be a forcible or unlawful entry 
into, or a detainer of, the 
Premises or an eviction, actual or constructive, of Tenant from the 
Premises.

        9.3.    Damages Suffered by Tenant and Abatement of Rent as a 
Consequence of 
Landlord's Work.  

                (a)     Landlord's Responsibility for Damages.  Except as 
otherwise provided 
in Section 10.3, Landlord shall be liable to Tenant for any personal 
injury or damage to Tenant's 
Property caused by Landlord's negligence or willful misconduct when 
making repairs or 
performing maintenance.

                (b)     Abatement of Minimum Rent.  During the period when 
Landlord is 
performing work in the Premises, Tenant shall be entitled to an 
abatement of Minimum Rent if 
Landlord's work substantially interferes with Tenant's business in the 
Premises.  Tenant's 
Minimum Rent shall be abated for the period and in proportion to 
Landlord's interference with 
Tenant's business.

                (c)     Waiver.  Landlord shall not be liable, and Tenant 
hereby waives any 
claim against Landlord, for lost profits, for loss of occupancy or quiet 
enjoyment of the Premises, 
for constructive eviction, and for any other loss occasioned by Landlord 
in connection with its 
work in the Premises.


ARTICLE 10 - INSURANCE AND INDEMNIFICATION tc "ARTICLE 10 - 
INSURANCE AND INDEMNIFICATION" 

        10.1.   Tenant's Insurance. 
        Tenant shall 
carry and keep in force during the Term and any extension thereof and at 
all times while in 
occupancy of the Premises the following types of insurance:

                (a)     General Liability.  Commercial General Liability 
Insurance policy 
(including Personal Injury Liability and Medical Payments coverage), 
which shall include broad 
form contractual liability, with a total limit which is not less than 
the amount per occurrence 
specified in the Basic Lease Information [except as same may be adjusted 
in accordance with 
Section 10.3(c)], bodily injury and property damage combined, insuring 
against any and all 
liability for libel, slander, false arrest, wrongful eviction, personal 
injury, property damage and 
for injuries to or death of persons occurring in, on, or about the 
Premises or arising out of the 
maintenance, use, or occupancy of the Premises and all areas adjacent 
thereto.  All liability 
insurance shall specifically insure the performance by Tenant of its 
indemnity obligations under 
Section 10.6.  The policy shall contain a severability of interest 
clause.  Such insurance shall 
name Landlord, its agents, employees, and any ground lessors and 
mortgagees whose names shall 
have been furnished to Tenant as additional insureds.  Unless Landlord 
shall have given its prior 
written consent, the foregoing liability and property damage policy 
shall cover all insured claims 
which arose during the term of the policy, regardless of when Landlord 
or Tenant is first notified 
of that claim.

                (b)     Worker's Compensation and Employers' Liability.  
Worker's 
Compensation and Employers' Liability insurance covering Tenant's 
employees for California 
Worker's Compensation benefits, including employers' liability with 
limits for each accident as 
required by law.

                (c)     Tenant's Property.  Fire and perils covered under a 
Standard Special 
Causes of Loss Coverage Form (with no exclusions pertaining to sewer or 
drain back-ups, 
continuous seepage, or any limitation of loss caused by water without 
prior wind damage to the 
Premises),  sprinkler leakage and plate glass damage covering, in a form 
reasonably satisfactory 
to Landlord, Tenant's Property, and all furniture, fittings, 
installations, partitions and trade 
fixtures for one hundred percent (100%) of the full replacement cost 
thereof (regardless of 
Tenant's use value in such property) as shall from time to time be 
determined by the Tenant.  
Provided this Lease is not terminated as of a result of the casualty 
triggering the loss, the 
proceeds from such insurance shall be used exclusively to replace 
Tenant's Property in the 
Premises.

                (d)     Business Interruption.  Business interruption and 
extra expense 
insurance in such amounts as will reimburse Tenant for direct or 
indirect loss of earnings and 
costs incurred attributable to the perils commonly covered by the 
Standard Special Causes of 
Loss Coverage Form described above.  Business interruption insurance 
shall be issued by the 
same insurer which issues, and shall include the same grounds for 
coverage as, the Standard 
Special Causes of Loss Form described herein.

        10.2.   Landlord's Insurance. 

                (a)     Landlord's Insurance Policies.  Landlord shall obtain 
(i) replacement 
coverage property insurance for the Premises, leasehold improvements and 
betterments to the 
Premises, and Alterations for one hundred percent of the full 
replacement cost thereof, with an 
agreed value endorsement at a value reasonably acceptable to Tenant, and 
(ii) liability insurance 
insuring Landlord, its agents, contractors and employees in connection 
with the Premises with a 
total limit which is not less than the amount per occurrence specified 
in the Basic Lease 
Information (except as same may be adjusted in accordance with Section 
10.3(c)).  All liability 
insurance shall specifically insure the performance by Landlord of its 
obligations under this 
Lease as a covered contract.  Landlord's insurance may include, but not 
limited to insurance and 
endorsements covering any and all casualty risks, earthquake, flood, 
malicious mischief, Rent 
loss, vandalism, sprinkler damage, public liability, civil disorder, 
hazardous materials, plate 
glass, sign, worker's compensation, and such other forms of insurance 
and endorsements thereon 
as Landlord may, from time to time, require in connection with the 
Premises.  Tenant shall be 
named as an additional loss payee on Landlord's replacement coverage 
insurance policy.

                (b)     Blanket Insurance Policy.  Landlord may carry any 
insurance described 
in this Section 10.2 as part of a blanket policy.  In such case, a 
proportionate share of the cost of 
such insurance, reflecting exposure to loss, shall be allocated to the 
Premises and shall be 
included in Operating Expenses.

        10.3.   Insurance Requirements. 
        (a)     Requirements of all Insurance.  All insurance which 
Landlord or Tenant 
are required to maintain under the terms of this Lease shall:

                                (i)     be issued by insurance companies
approved  to transact  insurance business in the State of California with a
financial rating of  at least an A:VI as rated in  the most recent edition of
Best's Insurance Reports; and 


                                (ii)    contain an endorsement requiring at
least  thirty (30) days written  notice from the insurance company to
Landlord, Tenant, and any ground  lessors and mortgagees 

whose names shall have been furnished to Tenant before any cancellation 
or material change in 
coverage, scope, or amount of the insurance policy.

                (b)     Requirements of Tenant's Liability Insurance.  All 
liability insurance 
which Tenant is required to maintain under the terms of this Lease 
shall:

                                (i)     be written as primary policies, not 
contributing with and not in 
excess of coverage which Landlord or any Indemnitee may carry;

                                (ii)    contain an endorsement listing the
names  of all Indemnitees as  additional insureds;


                                (iii)   contain an endorsement which states
that  no Indemnitee will be  excluded from coverage in the event that the
Indemnitee is alleged or  found to be negligent in  connection with any claim
made under the policy or otherwise; and


                        (iv)            not include a cross liability
exclusion.
                (c)     Adjustments to Tenant's Liability Insurance Coverage.  
At the 
commencement of the Option Period (if Tenant exercises its option 
pursuant to Section 2.5) the 
amount of liability insurance carried by Landlord and Tenant, as set 
forth in the Basic Lease 
Information, may be reviewed by Landlord's insurance advisor; and if in 
his judgment, the 
amount of such insurance should be increased, Landlord or Tenant, as the 
case may be, shall 
immediately increase the amount of its liability insurance in accordance 
with the determination 
of Landlord's insurance advisor and shall thereafter maintain such 
coverage.

        10.4.   Waiver of Claims and Waiver of Subrogation. 
                (a)     Waiver of Claims.  To the extent that each party has 
a right to receive or 
has received insurance proceeds therefor, Landlord and Tenant each 
hereby waive any claim or 
right of recovery against the other party for any loss or damage to 
their respective property or any 
loss to their respective businesses or incomes, any loss or damage to 
the contents of the Premises, 
or any operation in the Premises, or the restoration of the Premises, 
whether or not such loss or 
damage is caused by the fault or negligence of the other party.

                (b)     Waiver of Subrogation.  Landlord and Tenant shall use 
their best efforts, 
respectively, to cause each insurance policy obtained by either of them 
to provide that the 
insurance company waives all right of recovery by way of subrogation 
against Landlord and 
Tenant in connection with any damage or loss covered by such policy; 
provided, however, that 
the waiver of subrogation in Landlord's liability insurance policy shall 
be dependent upon 
Tenant's liability insurer providing the insurance coverage to the 
Indemnitees required by this 
Lease.  If an insurance policy cannot be obtained with a waiver of 
subrogation or is obtainable 
only by the payment of an additional premium, the party attempting to 
obtain the insurance shall 
notify the other party of this fact in writing within ten (10) days 
after being so notified by the 
insurance company.  Thereafter, the other party shall have a period of 
fifteen (15) days after 
receipt of this notice (i) to find an insurance company which is 
admitted to transact insurance 
business in the State of California and is willing to issue an insurance 
policy with a waiver of 
subrogation at no additional cost or (ii) to pay the additional premium 
demanded by the insurance 
company for the waiver of subrogation.  If an insurance policy cannot be 
obtained with a waiver 
of subrogation or if the party for whose benefit a waiver of subrogation 
was to be obtained fails 
to pay the additional premium charged for the waiver of subrogation 
within the aforesaid ten (10) 
day period, the other party shall be relieved from its obligation to 
obtain a waiver of subrogation 
with respect to that policy of insurance.

        10.5.   Certificate of Insurance and Policy Endorsements and 
Tenant's Failure to Provide Either. 
Tenant shall provide Landlord with Policy 
Endorsements and Certificate(s) of Insurance evidencing that each of the 
policies and the 
specified provisions required by Sections 10.1, 10.3, and 10.4(b) are in 
full force and effect.  If 
Tenant intends to fulfill its obligation to obtain insurance in 
accordance with the foregoing 
sections through a blanket policy which covers Tenant in the Premises as 
well as in other 
business locations, Tenant shall fulfill its obligation hereunder by 
providing Landlord with a 
copy of the endorsement to the blanket policy.  If Tenant fails to 
provide the aforesaid Policy 
Endorsements and Certificate(s) of Insurance prior to the date when 
Tenant takes possession of 
the Premises and thereafter before the expiration or cancellation of 
these insurance policies, 
Landlord shall have the right, but not the obligation, to procure such 
insurance in the amounts 
and according to the terms stated in Sections 10.1, 10.3 and 10.4(b).  
All costs and expenses 
incurred by Landlord in obtaining such insurance shall be paid by Tenant 
within three (3) days 
after receiving a bill therefor from Landlord.

        10.6.   Indemnification.  

                (a)     Tenant's Indemnity Obligation.  Tenant shall 
indemnify, protect, defend, 
and hold harmless Landlord (and its partners, agents, and employees) and 
any ground lessors 
and/or mortgagees whose names shall have been furnished to Tenant 
("Indemnitees") against and 
from any and all claims, losses, costs, damage, injury, death, and 
expenses including, without 
limitation, penalties, fines and reasonable attorneys' fees (including 
the fees of independent 
counsel) ("Indemnified Claims") arising from (i) any failure by Tenant 
to observe or perform any 
of the provisions of this Lease, (ii) the use or occupancy of the 
Premises by Tenant or any person 
claiming through or under Tenant, (iii) the condition of the Premises so 
long as same is within 
Tenant's supervision and control, or (iv) any acts, omissions or 
negligence of Tenant or any 
person claiming through or under Tenant or of the contractors, agents, 
servants, employees or 
licensees of Tenant in, on, or about the Premises.  However, Tenant's 
indemnity obligation shall 
not include Indemnified Claims arising from the gross negligence or 
willful misconduct of 
Landlord, its agents, contractors or employees.  If any action or 
proceeding is brought against 
Landlord by reason of any of the foregoing matters, Tenant shall upon 
notice defend the same at 
Tenant's expense by counsel reasonably satisfactory to Landlord, and 
Landlord shall cooperate 
with Tenant in such defense.  Landlord shall not be required to have 
first paid any claim in order 
to be defended or indemnified.  Tenant shall not be required to 
indemnify Landlord for losses to 
the extent, if any, that Landlord has received insurance proceeds 
therefor or Landlord's insurer 
has made payments on behalf of Landlord.

                (b)     Survival of Obligation.  Landlord and Tenant's 
obligations under this 
Section 10.6 shall survive termination of the Lease.


ARTICLE 11 - DAMAGE OR DESTRUCTION tc "ARTICLE 11 - DAMAGE OR 
DESTRUCTION" 

        11.1.   Landlord's Notice to Tenant.  
        If the Premises are damaged by fire, earthquake, act of 
God, the elements, or other 
casualty ("Casualty Loss") and as a consequence thereof Tenant vacates 
at least 1/3 of the 
Premises within thirty (30) days after the Casualty Loss, Landlord shall 
send a written notice to 
Tenant stating whether it is reasonable to anticipate that the Casualty 
Loss can be repaired within 
two hundred and seventy (270) days after the Casualty Loss.  If the 
Premises are damaged by a 
Casualty Loss and Tenant does not vacate at least 1/3 of the Premises 
within thirty (30) days after 
the Casualty Loss, Landlord shall send a written notice to Tenant 
stating whether it is reasonable 
to anticipate that the Casualty Loss can be repaired within two hundred 
and seventy (270) days 
after repairs are commenced.  Both of these notices shall be referred to 
herein as "Landlord's 
Casualty Notice."  In addition, within ten (10) days after receipt by 
Landlord of written notice 
from Landlord's insurer stating whether the Casualty Loss is a covered 
loss under the policy and 
of a written estimate from a licensed architect, engineer, or contractor 
estimating the cost of 
repairs for the Casualty Loss, Landlord shall provide a written notice 
to Tenant ("Insured/Self-
Insured Notice"), stating (i) whether the Casualty Loss is an Insured 
Loss (as hereafter defined) 
or (ii) whether the Casualty Loss is a Self-Insured Loss (as hereafter 
defined).

        11.2.   Landlord's Obligation to Repair.  

                (a)     Insured Loss.  If the Casualty Loss, not including 
Tenant's Property, is 
fully covered by Landlord's insurance, without regard to any deductible 
under Landlord's 
insurance policy, ("Insured Loss") and it is reasonable to anticipate 
that the Casualty Loss can be 
repaired within the time period stated in Landlord's Casualty Notice, 
Landlord shall promptly 
repair the Casualty Loss.  While the repairs are being made, this Lease 
(subject to Section 11.8 
hereof) shall remain in full force and effect.

                (b)     Self-Insured Loss.  If the Casualty Loss is not an 
Insured Loss, so long as 
(i) the cost to repair the damage to the Premises, not including 
Tenant's Property, caused by a 
Casualty Loss is less than an amount equal to ten percent (10%) of the 
lesser of (1) the full 
replacement cost of the improvements on the Premises, determined as of 
the date of the Casualty 
Loss, or (2) the fair market value of the Premises, determined as of the 
date of the Casualty Loss, 
(ii) it is reasonable to anticipate that the Casualty Loss can be 
repaired within the time period 
stated in Landlord's Casualty Notice, and (iii) the Casualty Loss was 
not caused, directly or 
indirectly, by any act or omission of Tenant or any of its employees, 
agents, contractors, clients, 
or invitees, Landlord shall promptly repair the Casualty Loss ("Self-
Insured Loss").  While the 
repairs are being made, this Lease (subject to Section 11.8 hereof) 
shall remain in full force and 
effect.

        11.3.   Termination of the Lease after a Casualty Loss.    

                (a)     Mutual Right to Terminate the Lease.  If the Casualty 
Loss cannot be 
repaired within the time period stated in Landlord's Casualty Notice, 
Landlord or Tenant, 
respectively, shall have the right, within thirty (30) days after 
delivery of Landlord's Casualty 
Notice, to give notice to the other terminating this Lease as of a date 
specified therein, which date 
shall not be less than thirty (30) nor more than sixty (60) days after 
the date of the notice.

                (b)     Tenant's Right to Terminate the Lease.  If Landlord 
does not provide 
Tenant with Landlord's Casualty Notice within sixty (60) days after the 
date of the Casualty 
Loss, Tenant shall thereafter have the right, which may be exercised at 
any time before Tenant 
receives Landlord's Casualty Notice, to give notice to Landlord 
terminating this Lease as of a 
date specified therein, which date shall not be less than thirty (30) 
nor more than sixty (60) days 
after the date of the notice from Tenant.

                (c)     Landlord's Rights if a Casualty Loss Is Not an Insured 
Loss.  Except as 
otherwise provided in subsections (a) and (b) hereof, if the Premises is 
damaged by a Casualty 
Loss which is not an Insured Loss or a Self-Insured Loss, Landlord shall 
have the right (i) to 
commence reconstruction of the Premises and prosecute the same 
diligently to completion, in 
which event this Lease shall continue in full force and effect or (ii) 
to terminate this Lease.  
Landlord shall notify Tenant of its election in writing within thirty 
(30) days after the delivery of 
the Insured/Self-Insured Notice.  If Landlord decides to terminate this 
Lease, the termination 
shall be effective immediately upon delivery of Landlord's notice to 
Tenant of its election.

                (d)     Tenant's Obligation for Rent.  If either party 
terminates this Lease 
pursuant to Sections 11.3 or 11.6, this Lease and all interest of Tenant 
in the Premises shall 
terminate on the date specified in the notice of termination.  Subject 
to Section 11.8 hereof, 
Tenant shall pay the Rent and any other amounts due under this Lease 
until the later of (i) the 
date specified in the notice of termination or (ii) the date when Tenant 
vacates the Premises.  
Landlord shall refund to Tenant any Rent previously paid for any period 
after the date when 
Tenant vacates the Premises.  If neither Landlord nor Tenant deliver to 
the other a notice 
terminating this Lease within the time specified in this Section, 
Landlord shall repair the 
Casualty Loss to the Premises with all reasonable diligence; and subject 
to the provisions of 
Section 11.8 hereof, this Lease shall remain in full force and effect.

        11.4.   Tenant's Right to Repair.    
Notwithstanding Section 11.3(c), if Landlord elects to terminate this 
Lease rather than restore the 
Premises, Tenant shall have the right to pay for the restoration of the 
Premises at Tenant's sole 
expense by (i) serving written notice of this election upon Landlord 
within ten (10) days after 
receipt of Landlord's Casualty Notice terminating this Lease pursuant to 
Section 11.3(c) and (ii) 
providing Landlord with proof (which is reasonably satisfactory to 
Landlord) of its ability to pay 
for the restoration.  If Tenant so elects, this Lease shall remain in 
full force and effect; and 
Landlord at Tenant's expense shall commence reconstruction and repair of 
the Premises within 
sixty (60) days after the date of Tenant's notice.

        11.5.   Landlord's and Tenant's Respective Responsibilities for 
Repair.  

                (a)     Responsibilities for Repair.  If Landlord elects or is 
required to repair the 
Premises under this Article 11, Landlord shall repair at its cost any 
damage to the Premises 
except Tenant's Property, and Tenant shall repair and/or replace 
Tenant's Property.

                (b)     Tenant's Right to Obtain Insurance Proceeds.  Landlord 
shall make 
available to Tenant for repairs to Tenant's Property that portion of the 
proceeds, if any, of the 
insurance carried by Landlord which Landlord's insurance carrier 
determines to be attributable to 
the Casualty Loss to Tenant's Property (which determination shall be 
binding upon Landlord and 
Tenant), subject to the following conditions:  (i) that Tenant shall not 
then be in default under 
this Lease, (ii) that Landlord shall first be given satisfactory proof 
that such work has been or will 
be fully performed by Tenant, and (iii) that in the event Tenant shall 
fail to commence the work 
to be performed by Tenant and carry it to completion with due diligence, 
Landlord shall have the 
right, but not the obligation, to perform the work on behalf of Tenant 
and any amount expended 
by Landlord in doing so shall be repayable by Tenant to Landlord within 
ten (10) days after the 
receipt by Tenant of a bill setting forth the amount thereof.

        11.6.   Damage - End of Term.    

                (a)     Mutual Right to Terminate at the End of the Term.  
Notwithstanding 
anything to the contrary in Section 11.3 hereof, if the Premises are 
destroyed or damaged (in an 
amount in excess of two (2) months of Minimum Rent) during the last 
eighteen (18) months of 
the Term (whether or not the Casualty Loss is an Insured Loss or a Self-
Insured Loss), Landlord 
or Tenant may elect to terminate this Lease, with no liability to either 
party, by serving written 
notice of such election to terminate ("Early Termination Notice") on the 
other party within thirty 
(30) days after the date when the destruction or damage occurred.

                (b)     Tenant's Exercise of its Option to Extend the Term.  
If a Casualty Loss 
should occur during the last eighteen (18) months of the initial Term of 
the Lease in an amount 
which would justify the termination of this Lease pursuant to subsection 
(a) hereof and if 
Tenant's option to extend the Term pursuant to Section 2.4 has not 
expired, Tenant shall have the 
right to void Landlord's Early Termination Notice pursuant to subsection 
(a) hereof by serving 
Landlord, within ten (10) days after Tenant's receipt of the Early 
Termination Notice, with a 
written exercise of its option to extend the Term pursuant to Section 
2.4.

        11.7.   Tenant's Waiver of Statutory Rights.    

        Tenant waives any statutory rights of termination, including but not 
limited to those under Sections 1932(2), 1933(4) and 1942 of the 
California Civil Code, which may arise by reason of the partial or total
destruction of the Premises.

        11.8.   Abatement of Rent Due to a Casualty Loss.    
        In the event of a Casualty Loss, 
Tenant shall be entitled to 
an abatement of Rent to the extent that the Casualty Loss materially 
interferes with Tenant's 
business in the Premises.  If Rent is abated, it shall be abated based 
in proportion to (i) the 
rentable area of the Premises which cannot be occupied by Tenant for the 
operation of its 
business either because of damage to the Premises caused by the Casualty 
Loss or repairs which 
are undertaken to repair the damage caused by the Casualty Loss and (ii) 
the total rentable area of 
the Premises.  Except for the abatement of Rent, if any, Tenant shall 
have no claim against 
Landlord for any damage suffered by reason of any Casualty Loss.


ARTICLE 12 - CONDEMNATION tc "ARTICLE 12 - CONDEMNATION" 

        12.1.   Taking of the Premises.  

                (a)     Tenant's Right to Terminate the Lease.  If more than 
ten percent (10%) 
of the Premises is taken under the power of eminent domain, Tenant shall 
have the right to 
terminate this Lease as of the date when Tenant is required to vacate 
the Premises, by serving 
written notice of such election within thirty (30) days after receipt by 
Tenant of written notice 
from Landlord that the Premises have been so taken.  Landlord shall 
promptly notify Tenant in 
writing of any taking pursuant to an eminent domain action or deed in 
lieu thereof.  If this Lease 
is so terminated, each party shall thereafter be released from any 
further liability hereunder after 
Tenant vacates the Premises, except for those provisions which this 
Lease states are to survive 
the termination of this Lease.

                (b)     Effect if the Lease Is Not Terminated.  If Tenant does 
not terminates this 
Lease within the time specified herein, Tenant shall remain in that 
portion of the Premises which 
was not taken; and, in that event, Landlord, at its cost and expense, 
shall restore the remaining 
portion of the Premises as soon as possible and, to the extent 
economically reasonable, construct 
tenant improvements of like quality and character as those that existed 
prior to such taking.  
Thereafter, the Rent shall be equitably reduced, taking into account the 
relative value of the 
portion of the Premises taken as compared to the portion remaining; and 
this Lease shall 
terminate as to the part taken as of the date when the condemning 
authority takes title or 
possession, whichever occurs first.

        12.2.   Compensation.    
        In the event of any taking (regardless of whether it results in
termination of this Lease),  Landlord shall be entitled to  the entire award
or compensation in such proceeding; provided, however,  Tenant shall have the 
right to apply for compensation or damages for Tenant's Property and  Tenant's
trade fixtures  affected thereby, moving expenses, and losses sustained by
Tenant  arising from its business, but  not for any value attributed to the
Premises.



        12.3.   Voluntary Sale.   

        For purposes of this Article 12, a voluntary sale or conveyance in
lieu of condemnation,  under threat of  condemnation, shall be deemed a taking
under the power of eminent  domain.


        12.4.   Waiver.    

        Tenant hereby waives any statutory 
rights of termination which Tenant may have by reason of any partial 
taking of the Premises 
under the power of eminent domain.


ARTICLE 13 - ASSIGNMENT AND SUBLEASE  

        13.1.   Prohibition Against Assignments or Subleases without 
Landlord's Consent.  
(a)     Landlord's Consent Required.  Except as set forth in 
subsection (b) hereof, 
without Landlord's prior written consent in each instance, Tenant shall 
not directly or indirectly, 
voluntarily or by operation of law, (i) (1) sell, assign, encumber, 
pledge or otherwise transfer or 
hypothecate, any of its interest in or rights with respect to the 
Premises or Tenant's leasehold 
estate hereunder, (2) sell or transfer more than forty percent (40%) of 
its outstanding shares if 
Tenant is a corporation, (3) add, delete, or transfer more than forty 
percent (40%) of its 
partnership interests or any general partnership interest if Tenant is a 
partnership, or (4) add, 
delete, or transfer more than forty percent (40%) of its membership 
interests or the interests of 
any manager/member if Tenant is a limited liability company 
(collectively "Assignment"), or (ii) 
permit all or any portion of the Premises to be occupied by anyone other 
than Tenant, sublet all 
or any portion of the Premises, or transfer a portion of its interest in 
or rights with respect to 
Tenant's leasehold estate hereunder (collectively "Sublease").

                (b)     Permitted Transfers.  Notwithstanding subsection (a) 
hereof, if Tenant is 
a corporation whose stock is traded on any commonly recognized national 
or regional stock 
exchange or if Tenant is a corporation, a limited partnership, or a 
limited liability company with a 
net worth at the time of Assignment in excess of Ten Million Dollars 
($10,000,000.00),

                        (i)     the sale and transfer of the stock or other 
ownership interests in 
Tenant in transactions effected on a nationally recognized public stock 
exchange and (whether or 
not a change in control results) the transfer of stock pursuant to 
tender offers to shareholders, 
whether or not solicited, shall not be deemed an Assignment under 
Section 13.1(a);

                        (ii)    Tenant shall have the right, without the prior 
consent of 
Landlord, to assign this Lease in connection with a merger, 
consolidation, or sale of substantially 
all of its assets so long as the successor is also a corporation whose 
stock is traded on any 
commonly recognized national or regional stock exchange ("Qualified 
Successor"); and

                        (iii)   Tenant shall have the right, without the prior 
consent of 
Landlord, to assign this Lease or to Sublease all or any portion of the 
Premises to (1) any parent 
or subsidiary of Tenant or of such parent or (2) provided Sublease(s) of 
space either do not 
exceed an aggregate of 15,000 rentable square feet of the Premises or do 
not equal or exceed one 
full floor in the Premises, any joint venture or alliance partner with, 
or consultant to, Tenant 
(whether or not affiliated with Tenant) during the course of any 
collaboration or contract with 
such party (individually and collectively, a "Permitted Transferee"). 

However, even if Landlord's consent is not required hereunder, Tenant 
and any assignee or 
sublessee of Tenant, as applicable, must still comply with Sections 
13.2, 13.5, and 13.7.

                (c)     An Assignment or Sublease without Landlord's Consent.  
Any 
Assignment or Sublease that fails to comply with Section 13.1(a) or (b) 
shall be void and, at the 
option of Landlord, shall constitute a non-curable default by Tenant 
under this Lease.  The 
acceptance of Rent or any other amounts by Landlord from a proposed 
assignee or subtenant 
when Tenant has breached this Section 13.1 shall not be deemed to be a 
waiver of Landlord's 
right to declare Tenant in default and shall not constitute a consent to 
an Assignment or Sublease 
by Landlord.

                (d)     Liens on Tenant's Property.  Tenant shall have the 
right to hypothecate 
Tenant's Property without Landlord's prior written consent.  Landlord 
shall execute and deliver 
customary lien waivers in a form reasonably acceptable to Tenant's 
equipment lender.

                (e)     Limitation on Use in the Event of an 
Assignment/Sublease.  If there is an 
Assignment of this Lease or if there is a Sublease of any portion of the 
first floor of the Premises, 
the assignee or sublessee shall not have the right to use the Premises 
for any Permitted Non-
Office use, with the sole exception of the use described in Section 
7.1(v).

        13.2.   Notice of the Proposed Assignment or Sublease.    
        If Tenant desires at any time to enter into an 
Assignment of this Lease or a Sublease of all or any portion of the 
Premises, Tenant shall first give notice to Landlord of its desire to do so,
which notice ("Tenant's  Notice") shall contain (i)  the name and address of
the proposed assignee or sublessee and whether  the proposed assignee or 
sublessee is a Qualified Successor or a Permitted Transferee, (ii) the  nature
of the proposed  assignee's or sublessee's business to be carried on in the
Premises,  (iii) the general terms and  provisions of the proposed Assignment
or Sublease, (iv) a current  financial statement of the  proposed assignee or
sublessee, (v) when Landlord's consent is required  for an Assignment or 
Sublease, such other financial and business information as Landlord may 
reasonably request  concerning the proposed assignee or sublessee, and (vi)
when the  Assignment or Sublease is to a  Qualified Successor or to a
Permitted Transferee, such other information  as Landlord may  reasonably
request to confirm that the entity in question is a Qualified  Successor or a
Permitted  Transferee.  If Landlord requests further information pursuant to
sub- parts (v) or (vi) hereof,  Landlord shall make its request upon Tenant
within five (5) business  days after receipt of  Tenant's Notice.  Tenant
shall deliver Tenant's Notice to Landlord,  together with all of the 
documents which Landlord has requested pursuant to sub-parts (v) or (vi) 
hereof, at least thirty  (30) days prior to the effective date of the
Assignment or Sublease.




        13.3.   Landlord's Consent.  

                (a)     Landlord's Options after Receipt of Tenant's Notice.  
If Landlord's 
consent is required to an Assignment or Sublease, at any time within 
fifteen (15) business days 
after Landlord's receipt of Tenant's Notice (including but not limited 
to all of the documents 
which Landlord may request pursuant to sub-part (v) of Section 13.2), 
Landlord may by written 
notice to Tenant elect to (i) sublease the portion of the Premises 
specified in Tenant's Notice 
(except as otherwise provided in subsection (b) of Section 13.4) or, if 
Tenant's Notice proposes 
an Assignment, take an assignment of the Lease on the terms set forth in 
Tenant's Notice (except 
as otherwise provided in Section 13.4), (ii) consent to the Sublease or 
Assignment, or (iii) 
disapprove the Sublease or Assignment; provided, however, Landlord shall 
not unreasonably 
withhold its consent to the Assignment or Sublease.  Landlord's failure 
to elect any of the 
alternatives provided in this Section 13.3(a) within the period of 
fifteen (15) business days 
hereinabove provided shall be deemed consent to the proposed Assignment 
or Sublease, subject 
to Section 13.3(e) below.

                (b)     Some of the Criteria for Landlord's Consent.  By way 
of example, the 
parties hereby agree that it shall be reasonable for Landlord to 
withhold its consent to a proposed 
Sublease or Assignment based on any of the following factors, provided 
that this list shall not be 
exclusive:

                                (i)     the use of the Premises by the proposed 
assignee or sublessee 
will not comply with the use of the Premises as described in the Basic 
Lease Information;

                                (ii)    the present financial condition of the 
proposed assignee or 
sublessee is insufficient, in Landlord's reasonable judgment, to meet 
Landlord's credit standards;

                                (iii)   the proposed assignee's or sublessee's 
anticipated use of the 
Premises involves the generation, storage, use, treatment, or disposal 
of any Hazardous 
Materials; or

                                (iv)    the proposed use of the first floor of
the  Premises would include  any retail activity.


                (c)     Time Limit on an Assignment or Sublease.  If Landlord 
consents in 
writing to the Sublease or Assignment, Tenant may within, but not later 
than, one hundred and 
twenty (120) days after Landlord's consent, enter into an Assignment or 
Sublease upon the terms 
and conditions set forth in Tenant's Notice.

                (d)     Landlord's Consent to each Assignment or Sublease Is 
Required.  The 
consent by Landlord to any Assignment or Sublease shall not relieve 
Tenant or the assignee or 
sublessee from the obligation to obtain Landlord's express written 
consent to any other 
Assignment or Sublease.

                (e)     Delivery of Transfer Document.  Prior to the date when 
any sublessee or 
assignee occupies any portion of the Premises, Tenant shall deliver to 
Landlord the fully 
executed Sublease or Assignment, as appropriate.  Landlord shall have 
five (5) business days 
after receipt of the fully executed Sublease or Assignment within which 
to confirm whether or 
not the fully executed Sublease or Assignment is consistent with the 
terms of the Sublease or 
Assignment in Tenant's Notice.  If the Sublease or Assignment is 
consistent with Tenant's 
Notice, Landlord shall be deemed (if Landlord's consent was required) to 
have consented to the 
Sublease or Assignment.  If the Sublease or Assignment shall differ in 
any material respect from 
the contents of Tenant's Notice, Landlord shall have the same rights of 
approval of the Sublease 
or Assignment that Landlord had concerning Tenant's Notice.  Until 
Landlord shall have 
confirmed that the fully executed Sublease or Assignment is consistent 
with Tenant's Notice, the 
assignee's or sublessee's occupancy of the Premises, if such occupancy 
has commenced, shall be 
on a month-to-month basis.

        13.4.   Take-Back Space.  

                (a)     Landlord's Rights Concerning Take-Back Space.  If 
Landlord elects to 
Sublease or take an Assignment from Tenant as described in Section 
13.3(a)(i), (i) Landlord shall 
have the right to use the portion of the Premises covered by Tenant's 
Notice ("Take-Back Space") 
for the use permitted under this Lease (provided that Landlord shall not 
be permitted to lease the 
Take-Back Space to any competitor of Tenant), (ii) the rent payable by 
Landlord to Tenant shall 
be the lesser of that set forth in Tenant's Notice or the Minimum Rent, 
calculated on a per 
rentable square foot basis for the Take-Back Space, payable by Tenant 
under this Lease at the 
time of the Sublease or Assignment, (iii) Landlord may make such 
Alterations to the Take-Back 
Space as it shall elect, (iv) Landlord shall have the right to further 
sublease or assign the Take-
Back Space to any party, without the consent of Tenant, (v) the amount 
payable by Tenant for 
increases in Additional Lease Charges as set forth in Article 4 shall be 
reduced to reflect the 
proportion of the building in which the Premises are located that the 
Premises shall thereafter 
occupy in comparison to the Take-Back Space, and (vi) Landlord shall pay 
the entire cost 
incurred in physically separating the Take-Back Space (if less than the 
entire Premises) from the 
balance of the Premises and in complying with any applicable Government 
Requirements 
relating to such separation.

                (b)     Limitation on Landlord's Right to Obtain Take-Back 
Space.  Landlord 
shall not have the right to elect to Sublease the portion of the 
Premises set forth in Tenant's 
Notice, so long as the space which Tenant proposes to Sublease in 
Tenant's Notice, when 
combined with all other space in the Premises which Tenant has 
previously subleased does not 
exceed 33,000 rentable square feet of the Premises or does not equal or 
exceed one (1) full floor 
of the Premises.

        13.5.   Tenant Shall Remain Liable Under the Lease. tc "13.5.   
        Tenant Shall Remain Liable Under the Lease" \l 2   No Assignment 
or Sublease, other 
than an assignment to Landlord pursuant to Section 13.4, shall relieve 
Tenant of any obligation to 
be performed by Tenant under this Lease, whether arising before or after 
the Assignment or 
Sublease.  In the event of an Assignment, Tenant shall not be relieved 
from its liability under the 
Lease, regardless of whether Landlord and the assignee subsequently 
agree to amend or modify 
any of the terms of the Lease; provided, however, if the Lease is 
amended or modified, Tenant 
shall not be responsible or liable to the extent Tenant's obligations 
under this Lease are increased 
from that in effect prior to such amendment or modification.  
Notwithstanding the foregoing, 
Tenant shall be relieved from any and all liability in connection with 
that portion of the Premises 
so long as it is Take-Back Space.

        13.6.   Profits from an Assignment or a Sublease.  

                (a)     Profits from an Assignment or a Sublease.  Except as 
otherwise provided 
in the next sentence, in the event of an Assignment or a Sublease by 
Tenant, Landlord and 
Tenant shall equally share all of the Profits.  If there is an 
Assignment to a Qualified Successor or 
a Sublease to a Permitted Transferee(s) for space which does not exceed 
that specified in Section 
13.1(b)(iii)(2), Landlord shall not share in any Profits.  The term 
"Profits" shall mean all amounts 
received by Tenant upon the execution of the Assignment or Sublease and 
each month thereafter 
as a consequence of the Assignment or Sublease, less (i) in the case of 
a Sublease, the Minimum 
Rent paid by Tenant to Landlord, prorated over the portion of the 
Premises occupied by the 
sublessee, (ii) the unamortized value (which shall be calculated on a 
straight-line basis over the 
remaining Term of the Lease without regard to option periods, if any) of 
all tenant improvements 
which Tenant paid for to that portion of the Premises occupied by the 
assignee or sublessee, (iii) 
real estate brokerage commissions and marketing expenses paid by Tenant 
in connection with the 
Assignment or Sublease, and (iv) the cost paid by Tenant for labor, 
materials, and equipment 
used in the construction of new improvements to the Premises for the 
benefit of the assignee or 
sublessee.

                (b)     Tenant's Payments for Tenant Improvements.  In order 
to calculate 
Profits, Tenant shall deliver to Landlord within forty-five (45) days 
after the completion of any 
tenant improvements to the Premises (i) copies of all invoices for 
labor, materials, and equipment 
used in the construction of the tenant improvements (which invoices must 
show that the work 
was performed at the Premises) and (ii) copies of all checks which 
Tenant used to pay for the 
tenant improvements.  Only documentation provided to Landlord within the 
time and in the form 
described in this subsection (b) shall be used to calculate the cost of 
tenant improvements in 
accordance with subsection (a) of this Section 13.6.

        13.7.   Obligations of an Assignee or Sublessee.    
        Each assignee or sublessee shall assume all obligations of 
Tenant under this Lease and, other than an assignment or sublease to 
Landlord pursuant to Section 13.4, shall be and remain liable jointly and
severally with  Tenant for the payment of Rent 
and for the performance of all the provisions of this Lease; provided, 
however, that the assignee 
or sublessee shall be liable to Landlord for Rent only in the amount set 
forth in the Assignment 
or Sublease.  No assignment shall be binding on Landlord unless the 
Assignment agreement shall 
be satisfactory in substance and form to Landlord and shall be executed 
by Landlord.

        13.8.   Payment of Landlord's Costs.    

        In the event that Landlord's approval is required in 
connection with a proposed 
Assignment or a Sublease, Tenant shall pay Landlord's reasonable 
attorneys' and consultants' fees 
and costs incurred in connection therewith.

        13.9.   No Reliance on Oral Statements. 

        Tenant acknowledges and agrees to inform any proposed 
assignee or 
sublessee that neither Tenant nor any proposed assignee or sublessee 
shall be entitled to rely 
upon any oral statement or representation from any person concerning 
whether or not Landlord 
will consent to the proposed Assignment or Sublease.  Tenant and any 
proposed assignee or 
sublessee may only reply upon a statement in writing signed by Landlord.


ARTICLE 14 - DEFAULT tc "ARTICLE 14 - DEFAULT" 

        14.1.   Tenant's Default.    

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

                (a)     abandoning the Premises for more than two (2) days; 

                (b)     the failure to pay any installment of Minimum Rent or 
Additional 
Lease Charges when due and payable under the Lease and within three (3) 
days after receiving a 
written notice from Landlord or its representatives stating or 
estimating the amounts due;

                (c)     permitting Tenant's interest in the Premises or any of 
Tenant's Property 
to be placed in the hands of a receiver for a period in excess of thirty 
(30) days, making an 
assignment for the benefit of creditors, instituting voluntary 
proceedings under any bankruptcy 
act, failing to have dismissed within thirty (30) days any involuntary 
proceeding filed against 
Tenant under any bankruptcy act, or failing to have dismissed within 
thirty (30) days any 
proceedings seeking to execute or levy against or attach Tenant's 
interest in the Premises or any 
of Tenant's Property;

                (d)     any breach of Sections 13.1, and 16.3; or

                (e)     failing to promptly and fully perform any covenant, 
condition or 
agreement contained in this Lease (other than breaches of the provisions 
set forth in subsections 
(a) through (d) of this Section) if this failure continues for twenty 
(20) days after written notice 
thereof from Landlord to Tenant; provided, however, if Tenant's default 
cannot reasonably be 
cured within twenty (20) days, Tenant shall not be in default hereunder 
if Tenant commences to 
cure its default within twenty (20) days and diligently prosecutes such 
cure to completion.

        14.2.   Remedies.  

                (a)     Landlord's Remedies.  In the event of Tenant's default 
hereunder, in 
addition to any other rights or remedies which Landlord may have, 
Landlord shall have the right, 
at Landlord's option, to do any of the following:

                        (i)     obtain the rights and remedies provided by 
California Civil 
Code Section 1951.2, including, but not limited to, the right to 
terminate Tenant's right to 
possession of the Premises and to recover the worth at the time of award 
of the amount by which 
the unpaid Rent for the balance of the Term after the time of award 
exceeds the amount of rental 
loss for the same period that the Tenant proves could be reasonably 
avoided, as computed 
pursuant to subsection (b) of Section 1951.2 of the Civil Code;

                        (ii)    obtain the rights and remedies described in 
California Civil 
Code Section 1951.4 (Landlord may continue the Lease in effect after 
Tenant's breach and 
abandonment and recover Rent as it becomes due, if Tenant has the right 
to sublet or assign, 
subject only to reasonable limitations);

                        (iii)   obtain from Tenant, as damages, all of the
costs  and expenses,  including unamortized construction costs, architect and
engineering 
fees, incurred by Landlord 
(a) in constructing the Tenant Improvements in connection with this 
Lease or (b) in making 
repairs or constructing any new improvements to the Premises for the 
benefit of any replacement 
tenant to whom Landlord may lease the Premises after Tenant's default.  
(Notwithstanding the 
foregoing, if at the time of trial in any action brought by Landlord 
against Tenant to obtain such 
damages, Landlord has leased the Premises to another tenant, the 
aforesaid damages shall be 
reduced to the extent that the improvements constructed by Landlord are 
used by a subsequent 
tenant.);

                        (iv)    obtain from Tenant, as damages, any real
estate  brokerage fees  and costs incurred by Landlord in leasing the Premises
to a replacement  tenant after Tenant's  default; and/or


                        (v)     obtain full Rent from Tenant for that
period(s),  if any, during  which this Lease permitted Tenant to occupy the
Premises without the  payment of full Rent.


                (b)     No Termination of this Lease.  Acts of maintenance and 
preservation, 
efforts to sublease the Premises or the appointment of a receiver to 
protect Landlord's interest 
under this Lease shall not be deemed to be a termination of this Lease 
or of Tenant's obligation 
to pay Rent thereafter accruing, unless Landlord notifies Tenant in 
writing of Landlord's election 
to terminate this Lease.

                (c)     Worth at the Time of Award.  For purposes of Section 
1951.2(a)(1) and 
(2) of the California Civil Code, "worth at the time of award" shall be 
computed by allowing 
interest at the rate of ten percent (10%) per annum.  The worth at the 
time of award for purposes 
of Section 1951.2(a)(3) of the Civil Code shall be computed by 
discounting such amount at the 
discount rate of the Federal Reserve Bank of San Francisco at the time 
of award plus one percent 
(1%).  For the purposes of Section 1951 of the Civil Code, "rent" shall 
be calculated for each 
month by adding (i) the monthly Minimum Rent, plus (ii) one twelfth 
(1/12th) of the increases in 
Additional Lease Charges payable by Tenant hereunder during the twelve 
(12) consecutive 
month period prior to the month in which Tenant's default occurred.

        14.3.   Waiver.    

        The waiver by Landlord of the breach 
of any term, covenant, or condition of this Lease shall not be deemed a 
waiver of any subsequent 
breach of the same or any other term, covenant, or condition.  
Landlord's acceptance of Rent or 
any other amounts subsequent to any breach hereof shall not be deemed a 
waiver of any 
preceding breach other than the failure to pay the particular amounts 
accepted, regardless of 
Landlord's knowledge of any breach at the time it accepts that amount.  
Landlord shall not be 
deemed to have waived any term, covenant, or condition unless Landlord 
gives Tenant written 
notice of such waiver.

        14.4.   Landlord's Default.  

                (a)     Landlord's Opportunity to Cure any Default.  If 
Landlord fails to 
perform any covenant, condition or agreement contained in the Lease 
within thirty (30) days after 
receipt of written notice from Tenant specifying such default or if 
(when a default cannot 
reasonably be cured within thirty (30) days) Landlord fails to commence 
to cure the default 
within thirty (30) days, Landlord shall be liable to Tenant for any 
damages sustained by Tenant as 
a result of Landlord's breach.  Tenant shall not have the right to 
terminate this Lease or to 
withhold, reduce, or offset any amount against Rent except as otherwise 
specifically provided 
herein.

                (b)     Tenant's Right to Cure Landlord Defaults. In the event 
Landlord fails to 
cure said default within thirty (30) days after receipt of said written 
notice, or if having 
commenced said cure it does not diligently pursue it to completion, 
Tenant may elect to cure said 
breach at Tenant's expense, so long as Tenant only uses contractors from 
a list of approved 
contractors which Landlord shall provide to Tenant from time to time.  
Within ten (10) days after 
it has completed its cure, Tenant shall deliver to Landlord such 
documentation of the costs 
incurred by Tenant in curing said default as Landlord may reasonably 
request.  Tenant shall have 
the right to offset from Rent the amount which Tenant is able to 
establish, to Landlord's 
reasonable satisfaction, that it incurred to cure said default pursuant 
to the provisions of this 
Section 14.4.  Notwithstanding the foregoing, in the event of a Casualty 
Loss, the provisions of 
Article 11, rather than this Section 14.4, shall govern.

                (c)     Limitation of Liability.  If Tenant obtains a money 
judgment against 
Landlord resulting from any default or other claim arising under this 
Lease, this judgment shall 
only be satisfied from the Property and the rents, issues, profits, and 
other income received 
therefrom, and no other real, personal or mixed property of Landlord (or 
of any persons, or 
entities which comprise Landlord) shall be subject to levy to satisfy 
any such judgment.


ARTICLE 15 - HAZARDOUS MATERIALS 

        15.1.   Compliance.    

                (a)     Landlord's Compliance.  Landlord hereby represents 
that, to the best of 
Landlord's knowledge, as of the date of the execution of this Lease, the 
Premises comply with all 
applicable laws, rules, orders, ordinances, directions, regulations and 
requirements of federal, 
state, county and municipal authorities pertaining to air and water 
quality, Hazardous Materials, 
waste disposal, air emissions and other environmental matters 
("Hazardous Materials Laws") 
with respect to the Premises.  Landlord shall be solely liable for 
violations of any Hazardous 
Materials Laws regarding the Premises (i) attributable to Hazardous 
Materials used in the course 
of the original construction of the Premises or any refurbishing thereof 
prior to the date of this 
Lease, (ii) as a result of Hazardous Materials in the soil or 
groundwater on or before the date of 
this Lease, or (iii) as a result of Landlord's use of Hazardous 
Materials in violation of applicable 
law.

                (b)     Tenant's Compliance.  Tenant shall comply with all 
Hazardous 
Materials Laws with respect to the Premises at all times when Tenant is 
in possession of the 
Premises.

        15.2.   Prohibited Acts and Damages Resulting Therefrom. tc "15.2.      
        Prohibited Acts and Damages Resulting Therefrom" \l 2 

                (a)     Hazardous Materials Prohibited.  Tenant shall not 
cause or permit any 
Hazardous Materials to be brought upon, kept, or used in or about the 
Premises without the prior 
written consent of the Landlord, which shall not be unreasonably 
withheld as long as Tenant 
demonstrates to Landlord's reasonable satisfaction that such Hazardous 
Materials are necessary 
to Tenant's business and will be used, kept, and stored in a manner that 
complies with all laws 
regulating any Hazardous Materials.

                (b)     Tenant's Obligations in the event of a Breach.  If 
Tenant breaches its 
obligations stated herein or if the Premises are contaminated by 
Hazardous Materials as a 
consequence of Tenant's acts or omissions, Tenant shall be in default 
under this Lease.  In 
addition to all other sums Tenant is required to pay as a consequence of 
its default, Tenant shall 
pay the diminution in value of the Premises, damages for the loss of or 
restrictions on rentable or 
usable space or any amenity of the Premises, damages arising from any 
adverse impact on 
marketing of space in the Premises, costs incurred in connection with 
any investigation of site 
conditions or any cleanup, remedial, removal or restoration work 
required by any federal, state or 
local governmental agency or political subdivision as a consequence of 
its default hereunder.  
Without limiting the foregoing, if the presence of any Hazardous 
Materials on the Premises 
caused or permitted by Tenant results in contamination, Tenant shall 
promptly take all actions as 
are necessary to return the Premises to the condition existing prior to 
the introduction of 
Hazardous Materials.  Tenant shall obtain Landlord's written approval of 
its remediation efforts 
before beginning remediation of the Premises.  The foregoing obligation 
shall survive the 
expiration or earlier termination of this lease.

        15.3.   Definition of Hazardous Materials.    

        The term "Hazardous Materials" shall mean 
any hazardous or toxic 
substance, material, or waste, including, but not limited to, those 
substances, materials and 
wastes listed in the United States Department of Transportation 
Hazardous Materials Table (49 
CFR 172.101) or by the Environmental Protection Agency as hazardous 
substances (40 CFR 
302) and amendments thereto, or such substances, materials and wastes 
that are or become 
regulated under any applicable federal, state or local law or 
regulation.

        15.4.   Disclosure.    

        On the Commencement Date and on January 1 of each year thereafter,
Tenant shall disclose in  writing to Landlord the  names and amounts of all
Hazardous Materials which were stored, used or  disposed of on the  Premises
or which Tenant intends to store, use or dispose of on the  Premises.




ARTICLE 16 - GENERAL PROVISIONS 

16.1.   Mediation and Arbitration. 

                (a)     Mediation.  LANDLORD AND TENANT HAVE AGREED TO HAVE 
ANY DISPUTE BETWEEN THEM, WHERE THE AMOUNT IN DISPUTE IS LESS THAN 
$100,000, ARISING OUT OF TENANT'S OCCUPANCY OF THE PREMISES OR 
CONCERNING THIS LEASE -- OTHER THAN AN UNLAWFUL DETAINER ACTION OR 
A CLAIM FOR CONSTRUCTIVE EVICTION -- DECIDED BY THIRD PARTY MEDIATION 
BEFORE, AND AS A CONDITION PRECEDENT TO, THE INITIATION OF ANY 
ADJUDICATIVE ACTION OR PROCEEDING, INCLUDING ARBITRATION.  IN THE 
EVENT THAT THE PARTIES HERETO DO NOT RESOLVE ANY DISPUTE AFTER ONE 
DAY OF MEDIATION, THE DISPUTE SHALL BE DECIDED BY ARBITRATION 
PURSUANT TO SECTION 16.1(d) HEREOF.  IT IS FURTHER AGREED THAT BY 
SIGNING IN THE SPACE BELOW, THE PARTIES HERETO HAVE AGREED TO GIVE UP 
THEIR RIGHT TO HAVE THE DISPUTES SUBJECT TO THIS SECTION LITIGATED IN A 
COURT AS WELL AS EACH PARTY'S RIGHTS TO DISCOVERY AND APPEAL EXCEPT 
TO THE EXTENT THAT SUCH RIGHTS ARE SPECIFICALLY ENUMERATED IN THIS 
SECTION 16.1.  IF EITHER PARTY REFUSES TO MEDIATE OR ARBITRATE THE 
DISPUTES SUBJECT TO THIS SECTION, THE OTHER PARTY MAY COMPEL THE 
MEDIATION OR ARBITRATION OF THAT DISPUTE UNDER THE AUTHORITY OF THE 
CALIFORNIA CODE OF CIVIL PROCEDURE.  IT IS UNDERSTOOD THAT THIS 
AGREEMENT TO MEDIATE AND ARBITRATE DISPUTES IS VOLUNTARY AND THAT 
IT IS ONLY BINDING UPON THOSE PARTIES WHOSE SIGNATURES APPEAR BELOW.

                (b)     Commencement of Mediation.  The mediation shall 
commence when 
one party to a dispute (the "Offering Party") makes a written offer of 
compromise ("Offer") to the 
other party(s).  If the Offer is not accepted by the other party(s) (the 
"Refusing Party") within five 
(5) days after receipt of the Offer by the Refusing Party, any party may 
refer the dispute to 
mediation before any mutually agreeable organization regularly offering 
services as a mediator.  
If the parties are unable to agree upon a mediator within five (5) days 
after the Offer is received 
by the Refusing Party, the dispute shall be mediated by the Judicial 
Arbitration & Mediation 
Service, 2 Embarcadero Center, San Francisco, California ("JAMS").  The 
parties shall have 
three (3) business days after the matter is submitted to mediation to 
agree upon the mediator from 
the available panel.  If the parties are unable to agree within that 
three (3) day period, any party 
may request that mediation organization appoint the mediator.  The 
mediator chosen by the 
parties or appointed by JAMS shall be an attorney at law licensed to 
practice in the State of 
California with at least two (2) years experience as a mediator and at 
least ten (10) years 
experience in the practice of real estate law.

                (c)     Costs of Mediation and Arbitration.  Each party shall 
advance in equal 
shares the fees charged by the mediator and the costs of the mediation 
until it is determined 
whether the dispute is resolved without further proceedings.  If the 
mediation succeeds in 
resolving the dispute, each party to the mediation will equally share 
the fees of the mediator and 
the costs of the mediation, and each shall bear its own attorneys' fees 
and costs in connection 
with the mediation.  On the other hand, if the mediation does not 
resolve the dispute, the 
prevailing party at the arbitration or in any subsequent court 
proceeding for the purposes of 
applying Section 16.8 shall be (i) the Offering Party if the Refusing 
Party(s) does not obtain a 
more favorable judgment or award than was set forth in the Offer or (ii) 
the Refusing Party(s) if 
the Refusing Party(s) does obtain a more favorable judgment or award 
than was set forth in the 
Offer.

                (d)     Arbitration.  After the parties have complied with 
subsection (b) of this 
Section 16.1, any claim, controversy or dispute between or among the 
parties to this mediation 
and arbitration agreement shall be submitted to arbitration.

                (e)     Arbitration Procedures.  Any matter subject to 
arbitration shall be 
submitted to JAMS or, if JAMS no longer exists, to any similar 
organization mutually acceptable 
to the parties.  The arbitration shall be conducted pursuant to the 
procedures set forth in Sections 
1280 et seq. of the California Code of Civil Procedure.  The arbitration 
shall be decided by one 
neutral arbitrator.  The arbitrator shall follow the provisions of 
Sections 1282.2(a)(2) and 
1283.05 of the California Code of Civil Procedure, shall set a date for 
an arbitration hearing no 
longer than one (1) month after the selection of the arbitrator, and 
shall make an award no later 
than five (5) days after the conclusion of the arbitration hearing.  Any 
of the time deadlines set 
forth in this Lease or in Sections 1280 et seq. of the Code of Civil 
Procedure or set by the 
arbitrator may be changed or modified at any time by the written 
stipulation of all of the parties 
to the arbitration.  The decision of the arbitrator shall be final and 
binding upon the parties; and 
any court of competent jurisdiction may thereafter enter judgment in 
accordance with the 
arbitrator's decision.

                (f)     Selection of the Arbitrator.  The parties shall have 
three (3) business 
days after the matter is submitted to arbitration to agree upon the 
neutral arbitrator from the 
available panel.  If the parties are unable to agree within that three 
(3) day period, any party may 
request the appropriate official at JAMS to appoint the arbitrator from 
its panel and that 
appointment shall be binding upon the parties to the arbitration.  The 
arbitrator chosen by the 
parties or appointed by JAMS shall be a retired Federal District Court, 
California Superior Court, 
or federal or state appellate court judge with at least ten (10) years 
experience on the bench.

        16.2.   Sale of Landlord's Interest.   
In the event of any sale or transfer of the Premises or the Property and 
assignment of this Lease 
by Landlord, Landlord shall be relieved of any and all liability and 
obligations contained in or 
derived from this Lease or relating to the Premises occurring after the 
consummation of such sale 
or transfer.  If any security deposit or prepaid rent has been paid by 
Tenant, Landlord shall 
transfer the security deposit or prepaid rent to Landlord's successor 
and upon such transfer, 
Landlord shall be relieved of any and all further liability with respect 
thereto.

        16.3.   Estoppel Certificate.    
        Each party 
("Certifying Party") shall, at any time and from time to time, but not  
more frequently than twice 
in any twelve (12) month period, upon not less than ten (10) business 
days' prior notice by the 
other party ("Requesting Party") execute, acknowledge and deliver to the 
Requesting Party a 
statement in writing, certifying (a) that this Lease is unmodified and 
in full force and effect (or, if 
modified, stating the modifications); (b) the amount of monthly Minimum 
Rent and the increases 
in Additional Lease Charges payable monthly by Tenant and the date to 
which these components 
of Rent have been paid in advance; (c) the amount of any security 
deposited with Landlord; (d) 
the Commencement Date and the last date of the Term and the number and 
duration of option 
periods, if any; (e) whether or not there are then existing any defenses 
against the enforcement of 
any of the obligations of Tenant under this Lease (and, if so, 
specifying same); (f) whether or not 
Landlord is in default hereunder (and, if so, specifying same); and (g) 
such other matters as may 
be reasonably requested by the Requesting Party.  Any prospective 
purchaser, ground lessor, 
lender, or other interested party shall be entitled to rely on the truth 
of all of the matters contained 
in such statement; however, the Certifying Party may provide in any such 
certificate that it shall 
have no liability for any misstatement contained therein.  Failure to 
comply with this Section 
shall be a material breach of this Lease by the Certifying Party and in 
addition to all of the other 
rights and remedies hereunder, the Requesting Party shall have the right 
to collect from the 
Certifying Party all damages caused by the loss of a loan, sale, or 
other transaction which may 
result from said party's failure to comply with this Section 16.3.

        16.4.   Financial Statement.    

        Upon Landlord's written request, Tenant shall deliver to Landlord
within ten  (10) days its most recent  publicly available financial statement
certified by Tenant to be  accurate.  Landlord agrees that  such information,
if requested by Tenant, shall be held in confidence  and disclosed only for 
purposes related to the sale, exchange, ground leasing, or financing of  the
Property.



        16.5.   Subordination and Attornment.   

                (a)     Subordination/Non-Disturbance Agreement.  Upon 
Landlord's written 
request, Tenant shall execute a subordination and non-disturbance 
agreement which is 
substantially in the form of Exhibit E hereto ("Subordination/Non-
Disturbance Agreement"), 
wherein Tenant shall subordinate its rights to the lien of any future 
mortgage, future deed of trust, 
or the interest of any future lease in which Landlord is tenant and to 
all advances made or 
hereafter to be made upon the security therefor.  In the event of any 
foreclosure sale, transfer in 
lieu of foreclosure, or termination of a lease in which Landlord is 
tenant, Tenant shall attorn to 
the purchaser, transferee or lessor of Landlord, at their option, and 
recognize such party as 
landlord under this Lease.  Within ten (10) days after Landlord's 
request therefor, Tenant shall 
execute and deliver to Landlord the Subordination/Non-Disturbance 
Agreement to effectuate the 
purposes of this Section 16.5.  Tenant acknowledges that if Tenant does 
not promptly comply 
with this Section 16.5, Tenant may cause Landlord to lose a potential 
loan or ground lease or to 
suffer the imposition of penalties or an increased rate of interest in 
connection with such future 
loan.

                (b)     Non-Disturbance Agreement from the Existing Lender.  
Landlord agrees 
to use all reasonable efforts (without the requirement to expend out-of-
pocket funds, other than 
reasonable fees of Landlord's and Landlord's mortgagee's legal counsel) 
to obtain with 
reasonable promptness from the existing lender on the Premises a non-
disturbance agreement 
which is reasonably satisfactory to Tenant.

        16.6.   Tenant Signage.    

                Subject to the terms and conditions of this Section 16.6, 
Tenant shall have the 
exclusive right of tenant identification ("External Tenant Signage") on 
the exterior of the 
Premises (including the roof).  Tenant's right of External Tenant 
Signage shall be subject to the 
following conditions:

                        (i)     The color, materials, lighting and other
design  features shall be  developed by Tenant and its architect and approved
by landlord and  Tenant.  Landlord shall have  the right to withhold its
consent to the External Tenant Signage in  Landlord's sole discretion.  
However, if Landlord does not consent to the External Tenant Signage, 
Landlord shall state, in  writing and in reasonable detail, the basis for its
disapproval and  propose changes to the External  Tenant Signage that would be
acceptable to Landlord.  Tenant shall be  solely responsible for any 
Alterations required as a result of the Exterior Signage and shall be  solely
responsible for  compliance with all local, state and federal laws (including
obtaining  any and all permits)  associated with the Exterior Tenant Signage.


                        (ii)    The right to External Signage granted
hereunder  is personal to  the named Tenant under this Lease and any Qualified
Successor.  Such  right shall be revoked and  shall become null and void,
without any abatement of or reduction in  rent to Tenant, for any  period in
which the named Tenant under this Lease and/or any Qualified  Successor does
not  occupy at least fifty percent of the rentable area of the Premises.




                        (iii)   Tenant, at its sole cost and expense, shall 
repair and maintain 
the External Tenant Signage and any portion of the Premises to which the 
External Tenant 
Signage is attached.  Tenant shall promptly repair any vandalism, 
breakage, or damage to the 
External Tenant Signage.

                        (iv)    The cost of design, fabrication and
installation  of the External  Tenant Signage shall be chargeable against the
Allowance under the work  Letter attached as  Exhibit C, and shall otherwise
be at the sole cost and expense of  Tenant.


        16.7.   Merger.    

        The voluntary or 
other surrender of 
this Lease by Tenant or termination hereof shall not cause a merger but 
shall, at Landlord's 
option, terminate any existing subtenancies or operate as an assignment 
to Landlord of any 
subtenancies.

        16.8.   Recording.    

        This Lease 
shall not be 
recorded by either Landlord or Tenant; provided, however, upon obtaining 
the prior written 
consent of the other party, either party may record a memorandum of this 
Lease.

        16.9.   Attorneys' Fees. 
        In the event there is a 
mediation, arbitration, lawsuit, action, or proceeding between or among 
Landlord and Tenant 
(except for a dispute regarding Prevailing Market Rate which is resolved 
pursuant to the 
provisions of Section 3.6 without the necessity of litigation) which 
arises from or concerns this 
Lease or the Premises, whether that mediation, arbitration, lawsuit, 
action, or proceeding 
involves causes of action in contract or in tort, at law or in equity, 
the prevailing party shall be 
entitled to recover all costs and expenses, including its attorneys' 
fees, in such lawsuit, action or 
proceeding.  Subject to the requirements of Section 16.1(c) [for those 
actions which are subject 
to the mediation and arbitration process], the prevailing party shall be 
determined by the court or 
an arbitrator based upon an assessment of which party's major arguments 
made or positions taken 
in the proceeding could fairly be said to have prevailed over the other 
party's major arguments or 
positions.

        16.10.  Cumulative Remedies.    

        No remedy or election exercised hereunder shall be deemed exclusive
but  shall be cumulative with  all other remedies at law or in equity.


        16.11.  Choice of Law.   

This Lease shall be 
governed by and construed in accordance with the laws of the State of 
California.

        16.12.  Successors and Assigns.    
        Subject to the provisions regarding assignment contained herein, this
Lease  shall bind and inure to the  benefit of the heirs, personal
representatives, successors and assigns  of the parties hereto.


        16.13.  Severability.    

        A final determination by a court 
of competent jurisdiction that any provision of this Lease is invalid, 
void, or unenforceable shall 
not affect the validity of any other provision of this Lease, and all 
other provisions and this Lease 
shall remain in full force and effect.

        16.14.  Authority.     

        Each individual executing this 
Lease on behalf of Landlord or Tenant, as the case may be, hereby 
warrants and represents that 
he/she is duly authorized to execute and deliver this Lease on behalf of 
said party and that this 
Lease is binding on the party on behalf of which the individual executed 
this Lease.

        16.15.  Time of Essence.    

        Time is of the essence in the performance of each and every term,
covenant and condition of  this Lease.

        16.16.  Captions.  

        The article, section, and subsection 
captions contained herein are for reference purposes only and are not a 
part of this Lease.

        16.17.  Force Majeure.    

        Except for the payment 
of Rent (which shall not be excused unless specifically permitted 
hereunder), strikes, labor 
disputes, an inability to obtain labor, materials, equipment or 
reasonable substitutes therefor, acts 
of God, governmental restrictions or regulations, judicial orders, 
government action, civil 
commotion, Casualty Loss, or other causes beyond the reasonable control 
of the party obligated 
to perform hereunder shall excuse performance by such party for a period 
equal to the time 
during which that party was prevented, delayed, or stopped from its 
obligations hereunder.

        16.18.  Notices.  

                (a)     Service of Notices.  All bills, statements, notices, 
demands, requests or 
other communications given or required to be given under this Lease 
shall only be effective if in 
writing and (i) sent by express, registered or certified mail, (ii) sent 
by private carrier, i.e., 
Federal Express, (iii) sent by facsimile transmission, or (iv) delivered 
personally: 

                        (1)     to Tenant (A) at Tenant's address or facsimile 
number, set forth 
in the Basic Lease Information, (B) at Tenant's address or facsimile in 
the Premises, if sent 
subsequent to Tenant's taking possession of the Premises, or (C) at any 
place where Tenant may 
be found or at the Premises if sent subsequent to Tenant's vacating, 
deserting, abandoning, or 
surrendering the Premises; 

                        (2)     to Landlord at Landlord's address or facsimile 
number set forth 
in the Basic Lease Information; or

                        (3)     to such other address or facsimile number as 
either Landlord or 
Tenant may designate as its new address or facsimile number by written 
notice given to the other 
in accordance with the provisions of this Section 16.18.

Any bill, statement, notice, demand, request or other communication 
shall be deemed to have 
been given two (2) days after the date when it shall have been mailed as 
provided in this Section 
16.18 if sent by registered or certified mail, upon the date of delivery 
to the above-referenced 
address if personally delivered or sent by express mail or by private 
carrier, or upon the date of 
receipt if sent by facsimile transmission.

                (b)     Compliance with Statutory Requirements.  
Notwithstanding the 
foregoing, to the extent that a three or thirty day notice to Tenant 
complies with the requirements 
of the California Civil Code or Code of Civil Procedure, service of such 
notice shall be deemed 
to comply with the requirements of this Lease.

        16.19.  Brokers.  

                (a)     Tenant's Broker.  Tenant warrants that it has had no 
dealings with any 
real estate broker or agent in connection with the negotiation of this 
Lease other than the 
broker(s) designated in the Basic Lease Information, and Tenant knows of 
no other real estate 
broker or agent who is entitled to a commission in connection with this 
Lease.

                (b)     Representation by Brokers.  Tenant acknowledges that 
the real estate 
broker designated in the Basic Lease Information as Landlord's broker 
only represented Landlord 
and did not represent Tenant in connection with the leasing of the 
Premises and the negotiation 
and drafting of this Lease.  If a broker is identified in the Basic 
Lease Information as the Tenant's 
broker, that is the only person who represented Tenant in connection 
with the Premises and this 
Lease.  

                (c)     Commission.  Landlord shall pay the commission due in 
connection with 
the Lease pursuant to the terms of the separate agreement between 
Landlord and Landlord's 
Broker.  Landlord and Tenant shall each indemnify, defend and hold the 
other harmless from and 
against any and all claims and damages and for any and all costs and 
expenses (including 
reasonable attorneys' fees and costs) resulting from claims that may be 
asserted against the other 
party by any broker, agent or finder not disclosed herein.

        16.20.  Joint and Several Liability.    

        If there is more than one person or entity identified as Tenant in
this  Lease, each person or entity  shall be jointly and severally liable for
all of Tenant's obligations  under this Lease.


        16.21.  Quiet Possession.   

        Upon Tenant's paying rent, additional rent and other sums provided
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 of the  provisions of this Lease.

        16.22.  Prior Agreements and Amendments.    

        This Lease represents the entire agreement between 
the parties pertaining to 
the Premises and this Lease and supersedes all previous negotiations, 
representations, agreements 
and communications between the parties whether written or oral, 
including but not limited to any 
letters of intent executed by the parties to this Lease or their real 
estate brokers.  Tenant 
acknowledges that in executing this Lease Tenant has not relied on any 
verbal or written 
understanding, promise, or representation which does not appear on this 
document.  This Lease 
shall only be amended or modified by a written instrument executed by 
both Landlord and 
Tenant.


LANDLORD                                                TENANT
NO. 1 BEACH STREET, LLC,                                CNET, Inc.
a California limited liability company          a Delaware corporation



_____________________________                   _________________________
GERSON BAKAR,                                   DAVID OVERMYER,
its Managing Member                                     Vice-President, Finance 
and Administration

Dated:  September 24, 1997                          Dated:  September 24, 1997