EXHIBIT 1028



                               SUBLEASE AGREEMENT

         This  SUBLEASE  is made  this ___ day of July,  2001,  between
TechSpan,  Inc.,  a  Delaware  corporation ("TechSpan"), and Viador, Inc., a
 _____________    corporation ("Viador").

         WHEREAS Benicia Associates, a California corporation, as lessor
("Master Lessor"), and ST Microwave, a Delaware corporation, as lessee, entered
into a lease dated October 18, 1990, attached hereto as part of Exhibit A, with
respect to certain premises consisting of approximately 34,656 square feet
located at 975-977 Benicia Avenue, Sunnyvale, California.

         WHEREAS Benicia Associates, as lessor, ST Microwave, as assignor, and
Signal Technology Corporation, a Delaware corporation, as assignee, entered into
a First Amendment to Lease dated September 9, 1996, attached hereto as part of
Exhibit A, that assigns all the rights and obligations under the Lease from ST
Microwave Corporation to Signal Technology, extended the term of the Lease and
expanded the premises to include the remaining 19,624 square feet of space in
the building (collectively referred to as the "Building"). The Building is
situated on a parcel of land consisting of approximately 135, 907 square feet
APN 165-39-006 (the land and Building are collectively referred to as the
"Property").

         WHEREAS Signal Technology Corporation ("Signal"), as sublessor, and
TechSpan, as sublessee, entered into a Sublease Agreement, dated July 15th,
2000, with respect to a certain portion comprising approximately 9,945 square
feet ("Premises") of the Property.

         WHEREAS TechSpan, as sublessor, wishes to sublease the entire 9,945
square feet of the Premises to Viador, as sublessee, and Viador wishes to
sublease a portion of the premises from TechSpan upon the terms and conditions
herein contained.

         In consideration of the covenants and promises contained in this
Sublease, the parties hereto agree as follows:

         1.  Subleased  Premises.  Signal  agrees to sublease to Viador,  and
             -------------------
Viador  agrees  to  sublease  from  TechSpan,  that  portion  of  the  Building,
consisting of approximately  9,945 square feet ("Premises"),  upon the terms and
conditions herein contained.

         2.  Viador's  Share of  Operating  Expenses.  Viador's  Share of the
             ---------------------------------------
Common  Operating  Expenses  shall be 18.32%.  The Building is a total of 54,280
square feet.

         3. Term and Termination. This Sublease shall be a month-to-month
            --------------------
sublease commencing on July 19, 2001. Either party may terminate the agreement
upon 30 days written notice to the other party, or, if not terminated earlier,
the sublease shall terminate on November 30, 2003 (the "Term"). The Premises
shall be fully demised and ready for occupancy on the commencement date.

         4.       Rent.
                  ----

<PAGE>


                  4.1      Monthly Rent. Viador agrees to pay TechSpan monthly
                           ------------
                           rent in the amount of Thirty-Six Thousand Fifty and
                           63/100ths Dollars ($36,050.63) from July 19, 2001,
                           (the "Monthly Rent") payable in advance on the first
                           day of each month without any prior demand and
                           without any deduction or offset whatsoever. Monthly
                           Rent and Additional Rent, as defined herein, for any
                           period during the Term which is for less than one
                           month of the Term shall be a pro rata portion of the
                           monthly installment based on a 30-day month. Monthly
                           Rent for the first month of the Term shall be paid by
                           Viador upon consent of Signal to the terms of this
                           Sublease.

                  4.2      Additional Rent. In addition to Monthly Rent, Viador
                           ---------------
                           shall pay to TechSpan, Viador's Share (as specified
                           in Paragraph 2) of all Common Operating Expenses, as
                           hereinafter defined, during each calendar year of the
                           term of this Lease, in accordance with the following
                           provisions:

                  4.3      Viador's Share of the Common Operating Expenses is
                           -----------------------------------------------
                           defined to include:

                           (a) All costs incurred by Signal under the Master
                           Lease directly attributable to the operation, repair
                           and maintenance of the Premises and as further
                           specified in Paragraph 7 of the Master Lease and
                           Paragraph 5 of the First Amendment of the Master
                           Lease.

                           (b) The actual cost of water, gas and electricity to
                           the Premises and a pro rata share directly
                           attributable to the Premises for any utilities not
                           separately metered.

                           (c) Actual trash disposal, pest control services,
                           security services, and the costs of any environmental
                           inspections directly attributable to the Premises.

                           (d) Real Property Taxes directly attributable to the
                           Premises.

                           (e) The actual cost of the premiums for insurance
                           directly attributable to the Premises as maintained
                           by the responsible party under Paragraph 8 of the
                           Lease.

                           (f) Any deductible  portion of an insured loss
                           concerning the Premises or Viador's Share of the
                           Common Areas.

                           (g) Any other services to be provided by Master
                           Lessor that are stated elsewhere in the Master Lease
                           to be a Common Operating Expense directly
                           attributable to the Premises.

                  4.4      Specific Expenses. Any expense and real property
                           -----------------
                           taxes that are specifically attributable to (a) the
                           Viador's Premises or (b) the remaining portion of the
                           Building leased by Signal, shall be allocated
                           entirely to the parties associated with said cost or
                           expense.

                                       -2-


<PAGE>


                  4.5      Payment. Viador's Share of Common Operating Expenses
                           -------
                           shall be payable by Viador within ten (10) days after
                           a reasonably detailed statement of actual expenses is
                           presented to Viador.

Any and all sums Viador is obligated to pay under the terms of this Sublease
shall be construed as rent obligations in addition to the Monthly Rent set forth
in this Sublease. In addition, such additional rent shall include a service
charge of Twenty-Five Dollars ($25.00) for each of Viador's dishonored checks
returned by the institution on which said checks are drawn. If, at any time
during the term of this Sublease, Viador has tendered payment by check and
Viador's bank has returned more than one such payment for any reason, including
insufficient funds, TechSpan may, at its option, require that all future
payments be made by cashier's check.

         5.       Security Deposit. Viador shall provide a security deposit
                  ----------------
("Security  Deposit") in the amount of Thirty-Six  Thousand  Fifty and 63/100ths
Dollars  ($36,050.63),  for the full and faithful  performance  by Lessee of its
obligations under this lease.

If a monetary event of default under the Lease occurs, Lessor may, but without
obligations to do so, use the Security Deposit as required to cure the monetary
event or default and / or to compensate Lessor for losses, expenses, and damages
sustained (including, but not limited to, reasonable legal and other related
expenses). In the event the Lessor should use the Security Deposit, Lessee shall
increase the Security Deposit to equal the amount initially required within five
(5) days.

The Security Deposit shall be delivered to TechSpan, in a form acceptable to
TechSpan, not later than one month after signing of the Lease.

If Viador performs each of its obligations under this Sublease, the Security
Deposit, or any balance thereof, including interest thereon, shall be returned
to Viador within sixty (60) days after the later of the expiration of the
Sublease term or the date Viador vacates the Premises.

         6. Alterations.  No alteration or  improvements  shall be made by
            -----------
Viador to the Premises,  except in accord  with the  Master  Lease and the
Sublease,  and only with the prior  consent of Master  Lessor and  Signal.
Signal's consent shall not be unreasonably withheld, delayed or conditioned.

         7. Condition of Premises. Viador has thoroughly inspected the Premises
            ---------------------
and accepts them in their present condition, AS IS WITH ALL FAULTS. Viador
acknowledges that neither TechSpan nor any agent of TechSpan has made any
representation as to the condition of the Premises or their suitability for the
conduct of Viador's business. Viador and TechSpan expressly agree that there are
and shall be no implied warranties of merchantability, habitability, fitness for
a particular purpose or any other kind arising out of this Sublease, and there
are no warranties that extend beyond those expressly set forth in this Sublease.
Signal represents that neither Signal nor the Lessor have knowledge of any
defaults under the Master Lease, First Amendment to the Master Lease, any
improper, immoral, unlawful or objectionable purpose involving past use of the
Premises, and further have no knowledge of any violations of any environmental
laws, including federal, state or local laws, statute, ordinance, regulation or


                                      -3-


<PAGE>


order pertaining to the health, industrial hygiene, environmental conditions or
hazardous substances or materials related to the Premises.

         8. Signage. TechSpan shall provide to Viador exclusive access and use
            -------
of 50% of the monument sign that is located directly in front of the Premises
for the duration of the term. Viador shall be financially responsible for any
artwork or other charges related to alteration of the signage. At the end of the
term, Viador shall be financially responsible for converting the sign back to
the original condition in which it was received.

         9. Master Lessor's Services. Under the Master Lease the Master Lessor
            ------------------------
is obligated to provide Master Lessee with certain operating services,
maintenance and repairs (collectively "Lessor's Services"). TechSpan has no
obligation to furnish any of Lessor's Services and will not be liable for any
disruption or failure of such services. Upon receipt of written complaint from
Viador, to the extent of its rights under the Sublease, TechSpan shall make
demand upon Master Lessor to take all appropriate action for the correction of
any defect, inadequacy or insufficiency in Master Lessor's provision of Lessor's
Services. Viador shall have any and all rights under this Sublease that TechSpan
would have against the Master Lessor for failure to provide services to Master
Lessee under the Master Lease and the First Amendment to Master Lease.

         10. Viador's Maintenance and Repairs. Viador shall, at its expense,
             --------------------------------
maintain the Premises, including, without limitation, all improvements to the
Premises, in good order, condition and repair, excepting only reasonable wear
and tear. Neither TechSpan nor the Master Lessor have any knowledge of any
violations of the Master Lease or First Amendment to Master Lease concerning
keeping the Premises, including all improvements to the Premises, in good order,
condition and repair, excepting only reasonable wear and tear. Upon receipt of
written complaint from Viador, to the extent of its rights under the Sublease,
TechSpan shall make demand upon Master Landlord to perform any of its repairs
obligations pursuant to the Master Lease. To TechSpan's knowledge, the premises
and improvements are in working order.

         11. Use. Viador shall use the Premises as permitted in the Master Lease
             ---
and as further provided in this paragraph concerning Viador's software
development work. Viador shall not do or permit anything to be done in or about
the Property that will in any way interfere with the rights of other occupants
of the Building, or injure or annoy them, or use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose; nor shall
Viador cause, maintain or permit any nuisance in, on or about the Premises or
the Building. Viador shall not commit or suffer to be committed any waste in or
about the Premises or the Building.

         12.      Defaults.  Any of the following occurrences shall constitute a
                  --------
                   default by Viador:

                  12.1     Failure to Pay Money When Due. If Viador fails to
                           -----------------------------
                           make any payment of Monthly Rent, Additional Rent,
                           Security Deposit or any other payment required to be
                           made by Viador hereunder, as and when due, for a
                           three-day (3-day) period after written notice from
                           TechSpan.



                                      -4-


<PAGE>

                  12.2     Other Breaches. If Viador fails to observe or perform
                           --------------
                           any other provision of this Sublease for a seven-day
                           (7-day) period after written notice from TechSpan.
                           The seven-day grace period shall not apply to
                           Viador's breach of its obligations to maintain
                           insurance coverages hereunder or with respect to any
                           specified default under the Sublease or Master Lease
                           that provides a lesser grace period (in which case
                           such default shall have the grace period so
                           specified).

         13. Remedies.  In event of any  default by Viador,  TechSpan
             --------
shall  have all the  remedies  provided pursuant  to  Section  23 of the
Master  Lease  and  by  applicable  law.  TechSpan  may resort  to its  remedies
cumulatively or in the alternative.

         14. Insurance. Viador shall obtain and keep in full force and effect,
             ---------
at Viador's sole cost and expense, during the Term all insurance required to be
maintained by the "Lessee" and "Sublessee" under the Master Lease and the
Sublease, respectively; provided that TechSpan shall, along with the Master
Lessor, also be named as an additional insured under Viador's commercial
liability and property policies. The limits of insurance required under this
provision shall be reasonably reduced to an amount reflective of Viador's use of
the Premises as defined in paragraph 1 of this agreement.

Within five (5) days after the execution of this Sublease, and in no event after
commencement of the Term, Viador shall deliver to TechSpan copies of policies or
certificates complying with this Sublease, in form satisfactory to TechSpan. No
such policy shall be cancelable or reducible in coverage except after thirty
(30) days prior written notice to TechSpan. If Viador fails to obtain, maintain
and/or provide evidence of insurance required hereunder, TechSpan may obtain the
same and Viador shall, upon demand, reimburse Signal for the cost thereof. No
such action by TechSpan or reimbursement from Viador shall be a waiver of
default or other remedies. In no event shall the limits of such policies be
considered as limiting liability of Viador under this Sublease.

         15. Waiver of Recovery. TechSpan and Viador shall each release and
             ------------------
relieve the other, and waive their entire rights of recovery for loss or damage
to property located within or constituting a part or all of the Premises or the
Building to the extent that the loss or damage is covered by (a) the injured
party's insurance, or (b) the insurance the injured party is required to carry
under Section 12, whichever is greater. This waiver applies whether or not the
loss is due to the negligent acts or omissions of TechSpan or Viador, or their
respective officers, directors, employees, agents, contractors, or invitees.
Each of TechSpan and Viador shall have their respective property insurers
endorse the applicable insurance policies to reflect the foregoing waiver of
claims, provided, however, that the endorsement shall not be required if the
applicable policy of insurance permits the named insured to waive rights of
subrogation on a blanket basis, in which case the blanket waiver shall be
acceptable. Viador shall have all rights that TechSpan has under the Master
Lease and First Amendment to Master Lease against Master Lessor and Master
Lessee that TechSpan would have for any defaults or other wrongful conduct
prohibited by the Master Lease and First Amendment to Master Lease.


                                      -5-

<PAGE>


Viador shall also, in exchange for their consent to this Sublease, release and
relieve Master Lessor and Master Lessee, and waive its entire right of recovery
for loss or damage to property located within or constituting part or all of the
Premises or the Building to the extent that the loss or damage is covered by:
(a) their insurance, or (b) the insurance that they are required to carry under
the Master Lease or Sublease, whichever is greater. This waiver applies whether
or not the loss is due to the negligent acts or omissions of Master Lessor or
Master Lessee, or their respective officers, directors, employees, agents,
contractors, or invitees. Viador shall have its property insurers endorse the
applicable insurance policies to reflect the foregoing waiver of claims,
provided, however, that the endorsement shall not be required if the applicable
policy of insurance permits the named insured to waive rights of subrogation on
a blanket basis, in which case the blanket waiver shall be acceptable.

Viador shall be entitled to request to Master Lessor and Master Lessee that they
provide a similar waiver to Viador upon such terms and conditions as the Master
Lessor and Master Lessee may require.

         16. Liability of TechSpan. TechSpan shall have no personal liability
             ---------------------
under this Sublease. Viador shall look solely to rents, issues and profits from
the Premises for the satisfaction of any judgment or decree against TechSpan
based upon any default under this Sublease, and no other property or assets of
TechSPan shall be subject to levy, execution or other enforcement procedures for
satisfaction of any such judgment or decree.

         17. Indemnification. Viador will defend, indemnify and hold harmless
             ---------------
TechSPan from all claims, costs, losses, liabilities, judgments and damages,
including actual attorney's fees, on behalf of any party for any bodily injury
or property damage caused by or arising in connection with: (i) the use,
occupancy or condition of the Premises by Viador; (ii) the negligence or willful
misconduct of Viador or its employees, contractors, agents or invitees; or (iii)
a breach of Viador's obligations under this Sublease or under the provisions of
the Sublease and Master Lease assumed hereunder; provided that Viador shall not
indemnify and hold harmless TechSpan for TechSpan's negligence and willful
misconduct. Viador's indemnifications herein shall survive termination of this
Sublease.

         18.      Master Lease and Sublease.
                  -------------------------

                  18.1     Subordination. This Sublease is subject and
                           -------------
                           subordinate to the Master Lease, to all ground and
                           underlying leases, and to all mortgages and deeds of
                           trust which may now or hereafter affect the Property,
                           and to any and all renewals, modifications,
                           consolidations, replacements and extensions thereof.
                           If for any reason the Master Lease or the Sublease
                           terminates before the expiration of the Term hereto,
                           this Sublease shall also terminate and Viador waives
                           all claims against Master Lessor, Signal, and
                           TechSpan respectively, for any such early termination
                           of this Sublease provided that such early termination
                           was not caused by the default of such party.


                                      -6-


<PAGE>


                  18.2     Adherence to Terms of Master Lease and Sublease.
                           -----------------------------------------------
                           Notwithstanding anything to the contrary herein
                           contained, Viador agrees to assume and be bound by
                           all obligations and responsibilities of Signal and
                           TechSpan as as "Sublessees" under the Subleases
                           including their obligations under the Master Lease as
                           set forth in the Subleases (excepting with respect to
                           payment of Monthly Rent, Additional Rent, Security
                           Deposit, and any other payment set forth herein which
                           shall be governed by this Sublease).

Viador shall neither do nor permit anything to be done that would cause the
Master Lease or Sublease to be terminated or forfeited by reason of any right of
termination or forfeiture reserved or vested in Master Lessor or Master Lessee
under the Master Lease or the Sublease.

With respect to the Master Lessor's obligations under the Master Lease,
TechSpan's sole obligations shall be to request that the Master Lessee make
demand upon Master Lessor to perform its obligations, as and when obligated to
do so, under the Master Lease and to make demand upon Master Lessee to perform
its obligations, as and when obligated to so, under the Sublease.

         19.      Right of Entry.  Master Lessor and Signal shall have the right
                  --------------
to enter the Premises upon the terms set forth in Section 32 of the Master
Lease.

         20.      Parking.  To the extent provided to TechSpan,  TechSpan shall
                  -------
provide to Viador Techspan's Share of 18.32% of the parking spaces to which
Signal is entitled under the Master Lease.

         21.      Rules and  Regulations.  Viador shall observe at all times the
                  ----------------------
rules and regulations  promulgated by Master Lessor.

        22.       Assignment/Subletting.  Viador  shall not sublet the  Premises
                  ---------------------
or assign  this  Sublease  or any part thereof for any period of time.



         23.      Notice.  Any notice  regarding  a breach of this  Sublease or
                  ------
termination  thereof  shall be in writing and be sent by certified mail or
personally delivered to, in the case of TechSpan:


                                            TechSpan, Inc.
                                            935 Benicia Avenue
                                            Sunnyvale, CA 94085
                                            Attention: Operations Manager

         Or, in the case of Viador:

                                            Viador, Inc.
                                            977 Benicia Avenue


                                      -7-


<PAGE>


                                            Sunnyvale, CA 94085
                                            Attention:        Operations Manager

                                            Notice shall be deemed given when so
                                            delivered to Viador or TechSpan, or
                                            three (3) days after it is placed,
                                            properly addressed with postage
                                            prepaid, in a depository for United
                                            States certified mail. Either party
                                            may provide for a different address
                                            by notifying the other party of said
                                            change as provided for herein.

         24. Surrender of Premises. Prior to expiration of this Sublease, the
             ---------------------
Sublease between TechSpan and Signal, and subject to any agreement with Master
Lessor to the contrary (provided such agreement releases Signal and TechSpan of
their respective obligations pursuant to the Master Lease and Sublease), Viador
shall remove all its trade fixtures and surrender the Premises in the same
condition as they were on the date of the Sublease, free of the presence of
hazardous materials as placed or caused to be placed by Sublessee or its agents,
employees, or invitees, with reasonable wear and tear excepted. If the Premises
are not so surrendered, then Viador shall be liable to TechSpan for all costs
incurred by TechSpan as a result of such surrender including interest thereon at
the Interest Rate as defined in the Sublease and actual attorney's fees.

         25. Holding Over. Viador shall surrender the Premises in accordance
             ------------
with the terms of the Master Lease, the Sublease and this Sublease. If Viador
holds over after expiration or termination of this Sublease without written
consent of TechSpan, Viador shall indemnify and hold harmless TechSpan from all
claims, costs, expenses (including actual attorney's fees) resulting from
Viador's delay in surrendering the Premises, and shall pay TechSpan holdover
rent as provided in the Master Lease, except that such holdover rent shall be
equal to two hundred percent (200%) of the Rent payable under this Sublease
during the last month of the Term.

         26. Consent by TechSpan. Whenever TechSpan's consent or approval is
             -------------------
required under this Sublease, such consent or approval may be withheld at
TechSpan's sole discretion unless otherwise indicated.

         27. Successors  and  Assigns.  Subject  to the  restrictions  herein
             ------------------------
contained,  the  covenants  and conditions contained in this Sublease shall
bind the heirs,  successors,  executors,  administrators and assigns of
the parties.

         28. Brokers. Viador represents and warrants to TechSpan that there is
             -------
no broker, finder or agent of Viador in connection with this Sublease. Tenant
shall be responsible for all foreseeable consequences of damages (including
attorneys' fees and costs) resulting from any claims that may be asserted
against Landlord by any other broker, finder, or other person with whom Viador
has or purportedly has dealt in connection with this Sublease, and Viador agrees
to indemnify, defend, protect, and hold TechSpan harmless in connection with any
such Claims which may be asserted.


                                      -8-

<PAGE>


         29. Attorney Fees. In the event legal proceedings are initiated to
             -------------
enforce any provision of this Sublease, to recover any rent due under this
Sublease, for the breach of any covenant or condition of this Sublease, or for
the restitution of the Premises to TechSpan and/or eviction of Viador, the
prevailing party shall be entitled to recover, as an element of its cost of suit
and not as damages, reasonable attorney fees and costs to be fixed by the court.

         30. Entire Agreement, Merger and Waiver. This Sublease supersedes and
             -----------------------------------
cancels all previous negotiations, arrangements, offers, agreements or
understandings, if any, between the parties. This Sublease expresses and
contains the entire agreement of the parties and there are no express or implied
representations, warranties or agreements between them, except as contained in
this Sublease. This Sublease may not be modified, amended or supplemented except
by a writing signed by both TechSpan and Viador. No consent given or waiver made
by TechSpan of any breach of Viador of any provision of this Sublease shall
operate or be construed in any manner as a waiver of any subsequent breach of
the same or of any other provision.

         31.      Captions.  The  captions of this  Sublease are  provided  for
                  --------
  convenience  only and shall not be used in construing its meaning.

         32.      Severability.  If any provision of this Sublease is found to
                  ------------
be unenforceable,  the remainder of this Sublease shall not be affected thereby.

         33. Authority. If Viador is a corporation or partnership, each
             ---------
individual executing this Sublease on behalf of Viador represents and warrants
that he or she is duly authorized to execute and deliver this Sublease on behalf
of Viador and that this Sublease is binding upon Viador according to its terms.
If Viador is a corporation, each individual executing this Sublease on behalf of
Viador represents and warrants that his or her authorization to execute and
deliver this Sublease was in accordance with a duly adopted resolution of
Viador's Board of Directors and Viador's Bylaws. Concurrently with execution of
this Sublease, Viador shall deliver to TechSpan such evidence of authorization
as TechSpan may require.

         34.      TechSpan and Viador  Relationship  Only.  Nothing  contained
                  ---------------------------------------
in this Sublease  shall be construed to create the  relationship  of  principal
and agent,  partnership,  joint  venturer  or any  association  between
TechSpan and Viador.

         35.      Memorandum of Lease.  This Sublease shall not be recorded.
                  -------------------

         36.      Consent  to  Sublease  by Master  Lessor  and  Master  Lessee.
                  -------------------------------------------------------------
This  Sublease  is subject to the consent of Master Lessor and Master Lessee.
Accordingly,  it shall be a condition  precedent of this Sublease that
TechSpan has obtained the consent of Master Lessor.

         37.      Environmental.  Viador shall comply with Section 10.2 of the
                  -------------
Sublease,  any  applicable  terms of the Master Lease and applicable law with
respect to use of hazardous materials.  Further:

                  37.1     Neither Viador nor its officers, directors, agents,
                           contractors, employees or invitees will use,
                           generate, manufacture, produce, store, release,
                           discharge or dispose of on, under or about the
                           Premises, or off-site the Premises affecting the


                                      -9-

<PAGE>

                           Building, or transport to or from the Premises, any
                           Hazardous Substance except in compliance with
                           Environmental Laws. The term "Hazardous Substance"
                           means any hazardous or toxic substance, material or
                           waste, pollutants or contaminants, as defined, listed
                           or regulated now or in the future by any federal,
                           state or local law, ordinance, code, regulation,
                           rule, order or decree regulating, relating to or
                           imposing liability or standards of conduct
                           concerning, any environmental conditions, health or
                           industrial hygiene, including without limitation, (i)
                           chlorinated solvents, (ii) petroleum products or
                           by-products, (iii) asbestos and (iv) polychlorinated
                           biphenyls. The term "Environmental Law" means any
                           federal, state or local law, statute, ordinance,
                           regulation or order pertaining to health, industrial
                           hygiene, environmental conditions or hazardous
                           substances or materials including those defined in
                           this Article as "Hazardous Substances."

                  37.2     Viador shall give prompt written notice to TechSpan
                           of: any proceeding or inquiry by any governmental
                           authority with respect to the presence of any
                           Hazardous Substance on the Premises; all claims made
                           or threatened by any third party against Viador or
                           the Premises relating to any loss or injury resulting
                           from any Hazardous Substance; and Viador's discovery
                           of any occurrence or condition on the Premises that
                           could cause the Premises or any part thereof to be
                           subject to any restrictions on occupancy, or use of
                           the Premises under any Environmental Law.

                  37.3     Viador shall protect, indemnify, defend and hold
                           harmless TechSpan and its directors, partners,
                           officers, employees, agents, parents, subsidiaries,
                           successors and assigns from any loss, damage, cost,
                           expense or liability (including reasonable attorneys'
                           fees and costs) directly or indirectly arising out of
                           or attributable to the use, generation, manufacture,
                           production, storage, release, discharge, disposal or
                           presence of a Hazardous Substance on the Premises or
                           off-site of the Premises affecting the Building
                           caused by Viador or its directors, partners,
                           officers, employees, agents, contractors and
                           invitees, including without limitation, the costs of
                           any required or necessary repairs, cleanup or
                           detoxification of the Premises and the preparation
                           and implementation of any closure, remedial or other
                           required plans.

         38. Waiver of Trial by Jury. TechSpan and Viador each agree to and they
hereby do waive trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other on any matters whatsoever
arising out of or in any way connected with this Sublease, the relationship of
TechSpan and Viador, Viador's use or occupancy of the Premises and/or any claim
of injury or damage, and any statutory remedy.


                                      -10-

<PAGE>



Viador:                                Viador, Inc. , a  corporation


                                       By:



TECHSPAN:                              Techspan, Inc.,
                                       a Delaware corporation



                                       By:

                                       Its:


                                      -11-



<PAGE>


                             MASTER LESSOR'S CONSENT

         Benecia Associates, as lessor under the Master Lease, hereby consents
to this Sublease and confirms the continuation of the Master Lease in full force
and effect with Viador as Sublessee thereunder.



MASTER LESSOR:                                                                ,
                                      -----------------------------------------
                                      a


                                      By:

                                      Its:




DATE:
      --------------------------------------


                                      -12-


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                           SIGNAL TECHNOLOGY'S CONSENT

         Signal Technology, as lessor under the Master Lease, hereby consents to
this Sublease and confirms the continuation of the Master Lease in full force
and effect with Viador as Sublessee thereunder.



Signal Technology:                                                            ,
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                                           a
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                                           By:
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                                           Its:
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DATE:
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