<PAGE>   1
                                                                    Exhibit 10.5

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                                                           [OFFICE - CALIFORNIA]







                                 LEASE AGREEMENT

                                     BETWEEN


                    WXI/AJP REAL ESTATE LIMITED PARTNERSHIP,
                         A DELAWARE LIMITED PARTNERSHIP

                                  AS LANDLORD,

                                       AND

                             LEASECOMM CORPORATION,
                           A MASSACHUSETTS CORPORATION

                                    AS TENANT



                                     DATED:
                                   MAY 3, 2000




                                 BALENTINE PARK
                              39899 BALENTINE DRIVE
                            NEWARK, CALIFORNIA 94560





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                             BASIC LEASE INFORMATION


Lease Date:         May 3, 2000

Landlord:           WXI/AJP REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited
                    partnership

Tenant:             LEASECOMM CORPORATION, a Massachusetts corporation

Premises:           Suite No. 355, containing 2200 rentable square feet, and
                    Suite No. 365, containing 2933 rentable square feet, for a
                    total in the Premises of 5133 rentable square feet, in the
                    office building commonly known as Balentine Park (the
                    "BUILDING"), and whose street address is 39899 Balentine
                    Drive, Newark, California 94560. The Premises are outlined
                    on the plan attached to the Lease as EXHIBIT A. The land on
                    which the Building is located (the "LAND") is described on
                    EXHIBIT B. The term "Building" includes the related land,
                    driveways, parking facilities, and similar improvements.

Term:               Approximately sixty (60) months, commencing on the
                    Commencement Date and ending at 5:00 p.m. local time on the
                    last day of the 60th full calendar month following the
                    Commencement Date, subject to adjustment and earlier
                    termination as provided in the Lease.

Option:             None

Commencement Date:  May 15, 2000.

Basic Rent:         Basic Rent shall be the following amounts for the following
                    periods of time:

                    Effective Dates                Monthly Basic Rent

                    5/15/00 - 4/30/01              $9,422.80
                    5/1/01 - 8/31/01               $9,664.80
                    9/1/01 - 4/30/02               $11,600.58
                    5/1/02 - 4/30/03               $12,180.61
                    5/1/03 - 4/30/04               $12,789.64
                    5/1/04 - 4/30/05               $13,429.12

Security Deposit:   $5,300.00 payable upon Tenant's execution of this Lease, for
                    a total Security Deposit of $10,000.00. Landlord and Tenant
                    acknowledge that Landlord already holds a Security Deposit
                    in the amount of $4,700.00 on Tenant's behalf.

Rent:               Basic Rent, Tenant's Proportionate Share of Taxes, Tenant's
                    share of Additional Rent, and all other sums that Tenant may
                    owe to Landlord or otherwise be required to pay under the
                    Lease.

Permitted Use:      General office use.

Tenant's Proportionate Share:

                    4.67%, which is the percentage obtained by dividing (a) the
                    number of rentable square feet in the Premises as stated
                    above by (b) the 109,836 rentable square feet in the
                    Building. Landlord and Tenant stipulate that the number of
                    rentable square feet in the Premises and in the Building set
                    forth above shall be binding upon them.

Expense Stop:       Operating Costs per rentable square foot in the Building for
                    the calendar year 1993 (grossed up as provided in Section
                    4.(b)(5) of the Lease).

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<PAGE>   3
Base Tax Year:      The calendar year 1993.

Initial Liability Insurance Amount:
                    $2,000,000.

Maximum Construction Allowance:
                    $30,000.00.

Termination of Previous Lease:
                    Upon the Commencement Date of this Lease, that certain
                    Office Lease dated July 12, 1993, by and between Landlord's
                    predecessor-in-interest and Tenant, as amended by that First
                    Amendment to Lease dated August 26, 1997, by and between
                    Landlord's predecessor-in-interest and Tenant (collectively,
                    the "Previous Lease"), shall terminate and be of no further
                    force and effect, except for (i) issues of Tenant's defaults
                    or unpaid rent and other monetary obligations due Landlord,
                    and (ii) provisions of the Previous Lease that are
                    specifically said to survive the expiration or earlier
                    termination of said lease.

Contingencies:      This Lease is contingent upon the occurrence of the
                    following events: (i) execution by Landlord and Julius
                    Victor LeLaurin dba Farmers Insurance District Office
                    ("LeLaurin"), the current tenant in the Premises, of a lease
                    termination agreement terminating all of LeLaurin's rights
                    to possession of the Premises; (ii) vacation of the Premises
                    by LeLaurin in good order and condition; and (iii) payment
                    by LeLaurin of all monies owed to Landlord under its lease
                    up to the termination date and under such lease termination
                    agreement.

Guarantor:          None


Tenant's    PRIOR TO COMMENCEMENT DATE:         FOLLOWING COMMENCEMENT DATE:
Address:    --------------------------          ---------------------------
            Leasecomm Corporation               Leasecomm Corporation
            39899 Balentine Drive, Suite 365    39899 Balentine Drive, Suite 365
            Newark, California 94560            Newark, California 94560
            Attention: ______________________   Attention: _____________________
            Telephone: ______________________   Telephone: _____________________
            Telecopy: _______________________   Telecopy: ______________________


Landlord's  FOR ALL NOTICES:                    WITH A COPY TO:
Address:    ----------------                    ---------------
            WXI/AJP Real Estate Limited         WXI/AJP Real Estate Limited
            Partnership                         Partnership
            c/o Grubb & Ellis Management        c/o Archon Group, L.P.
            39899 Balentine Drive, Suite 198    Two California Plaza
            Newark, California 94560            350 S. Grand Avenue, Suite 4600
            Attention:  Property Manager        Los Angeles, California 90071
            Telephone: (510) 440-1130           Attention:  Nancy M. Haag
            Telecopy: (510) 440-11473           Telephone:  (213) 633-5800
                                                Facsimile:  (213) 633-5870


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<PAGE>   4

The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.

LANDLORD:                   WXI/AJP REAL ESTATE LIMITED PARTNERSHIP,
                            a Delaware limited partnership

                            By: WXI/AJP Gen-Par, Inc., a Delaware corporation,
                                General Partner

                            By: /s/ Nancy M. Haag
                               ------------------------------------------------
                            Name:  Nancy M. Haag
                            Title:  Assistant Vice President


TENANT:                     LEASECOMM CORPORATION, a Massachusetts corporation

                            By: /s/ Richard F. Latour
                               ------------------------------------------------
                            Name: Richard F. Latour
                            Title: Executive Vice President, COO/CFO

                            By:
                               ------------------------------------------------
                            Name:
                                 ----------------------------------------------
                            Title:
                                  ---------------------------------------------


                                       iv

<PAGE>   5

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

1.       Definitions and Basic Provisions...................................1
2.       Lease Grant........................................................1
3.       Tender of Possession...............................................1
4.       Rent     ..........................................................1
         (a)      Payment...................................................1
         (b)      Operating Costs; Taxes....................................1
5.       Delinquent Payment; Handling Charges...............................3
6.       Security Deposit...................................................3
7.       Landlord's Obligations.............................................3
         (a)      Services..................................................3
         (b)      Excess Utility Use........................................4
         (c)      Restoration of Services; Abatement........................4
8.       Improvements; Alterations; Repairs; Maintenance....................4
         (a)      Improvements; Alterations.................................4
         (b)      Repairs; Maintenance......................................5
         (c)      Performance of Work.......................................5
         (d)      Mechanic's Liens..........................................5
9.       Use      ..........................................................5
10.      Assignment and Subletting..........................................6
         (a)      Transfers.................................................6
         (b)      Consent Standards.........................................6
         (c)      Request for Consent.......................................6
         (d)      Conditions to Consent.....................................6
         (e)      Cancellation..............................................6
         (f)      Additional Compensation...................................7
         (g)      Permitted Transfers.......................................7
11.      Insurance; Waivers; Subrogation; Indemnity.........................7
         (a)      Tenant's Insurance........................................7
         (b)      Landlord's Insurance......................................8
         (c)      No Subrogation............................................8
         (d)      Indemnity.................................................8
12.      Subordination; Attornment; Notice to Landlord's Mortgagee..........8
         (a)      Subordination.............................................8
         (b)      Attornment................................................9
         (c)      Notice to Landlord's Mortgagee............................9
         (d)      Landlord's Mortgagee's Protection Provisions..............9
13.      Rules and Regulations..............................................9
14.      Condemnation......................................................10
         (a)      Total Taking.............................................10
         (b)      Partial Taking - Tenant's Rights.........................10
         (c)      Partial Taking - Landlord's Rights.......................10
         (d)      Award....................................................10
15.      Fire or Other Casualty............................................10
         (a)      Repair Estimate..........................................10
         (b)      Tenant's Rights..........................................10
         (c)      Landlord's Rights........................................10
         (d)      Repair Obligation........................................11
         (e)      Abatement of Rent........................................11
16.      Personal Property Taxes...........................................11
17.      Events of Default.................................................11
         (a)      Payment Default..........................................11
         (b)      Abandonment..............................................11
         (c)      Estoppel.................................................11
         (d)      Other Defaults...........................................12
         (e)      Insolvency...............................................12
18.      Remedies..........................................................12
         (a)      Termination of Lease.....................................12
19.      Payment by Tenant; Non-Waiver; Cumulative Remedies................13
         (a)      Payment by Tenant........................................13


                                       v
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         (b)      No Waiver................................................13
         (c)      Cumulative Remedies......................................13
20.      Landlord's Lien...................................................13
21.      Surrender of Premises.............................................14
22.      Holding Over......................................................14
23.      Certain Rights Reserved by Landlord...............................14
         (a)      Building Operations......................................14
         (b)      Security.................................................15
         (c)      Prospective Purchasers and Lenders.......................15
         (d)      Prospective Tenants......................................15
24.      Substitution Space................................................15
25.      Miscellaneous.....................................................15
         (a)      Landlord Transfer........................................15
         (b)      Landlord's Liability.....................................15
         (c)      Force Majeure............................................15
         (d)      Brokerage................................................15
         (e)      Estoppel Certificates....................................15
         (f)      Notices..................................................16
         (g)      Separability.............................................16
         (h)      Amendments; and Binding Effect...........................16
         (i)      Quiet Enjoyment..........................................16
         (j)      No Merger................................................16
         (k)      No Offer.................................................16
         (l)      Entire Agreement.........................................16
         (m)      Waiver of Jury Trial.....................................16
         (n)      Governing Law............................................16
         (o)      Recording................................................16
         (p)      Joint and Several Liability..............................17
         (q)      Financial Reports........................................17
         (r)      Landlord's Fees..........................................17
         (s)      Telecommunications.......................................17
         (t)      Confidentiality..........................................17
         (u)      Authority................................................18
         (v)      Hazardous Materials......................................18
         (x)      Parking..................................................18
         (y)      Signage..................................................18
         (z)      List of Exhibits.........................................18


                                       vi
<PAGE>   7
                              LIST OF DEFINED TERMS

                                                                          PAGE
                                                                          ----

Additional Rent.............................................................2
Affiliate...................................................................7
AS-IS.......................................................................1
Basic Lease Information.....................................................7
Building....................................................................2
Building's Structure........................................................2
Building's Systems..........................................................2
Casualty...................................................................11
Collateral.................................................................14
Construction Allowance......................................................1
Damage Notice..............................................................11
Estimated Delivery Date.....................................................2
GAAP........................................................................8
Hazardous Materials........................................................19
HVAC........................................................................4
including...................................................................2
Land........................................................................2
Landlord.................................................................7, 1
Landlord's Contribution....................................................12
Landlord's Mortgagee.......................................................10
Law.........................................................................2
Laws........................................................................2
Lease....................................................................7, 1
Lease Month.................................................................2
Loss........................................................................9
Mortgage...................................................................10
Operating Costs.............................................................3
Operating Costs and Tax Statement...........................................4
Parking Area...............................................................19
Permitted Transfer..........................................................8
Permitted Transferee........................................................8
Primary Lease..............................................................10
Repair Period..............................................................11
Security Deposit............................................................4
Substantial Completion......................................................1
Substantially Completed.....................................................1
Taking.....................................................................11
Tangible Net Worth..........................................................8
Taxes.......................................................................3
Telecommunications Services................................................18
Tenant..................................................................13, 1
Tenant Delay Day............................................................1
Tenant Party................................................................2
Tenant's Contribution......................................................12
Total Construction Costs....................................................1
Transfer....................................................................7
UCC........................................................................14
Work........................................................................1


                                      vii
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                                      LEASE


     THIS LEASE AGREEMENT (this "LEASE") is entered into as of May 3, 2000,
between WXI/AJP REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership
("LANDLORD"), and LEASECOMM CORPORATION, a Massachusetts corporation ("TENANT").

     1. DEFINITIONS AND BASIC PROVISIONS. The definitions and basic provisions
set forth in the Basic Lease Information (the "BASIC LEASE INFORMATION")
executed by Landlord and Tenant contemporaneously herewith are incorporated
herein by reference for all purposes. Additionally, the following terms shall
have the following meanings when used in this Lease: "AFFILIATE" means any
person or entity which, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the
party in question; "BUILDING'S STRUCTURE" means the Building's exterior walls,
roof, elevator shafts, footings, foundations, structural portions of
load-bearing walls, structural floors and subfloors, and structural columns and
beams; "BUILDING'S SYSTEMS" means the Building's HVAC, life-safety, plumbing,
electrical, and mechanical systems; "INCLUDING" means including, without
limitation; "LAWS" means all federal, state, and local laws, rules and
regulations, all court orders, governmental directives, and governmental orders,
and all restrictive covenants affecting the Building, and "LAW" shall mean any
of the foregoing; and "TENANT PARTY" means any of the following persons: Tenant;
any assignees claiming by, through, or under Tenant; any subtenants claiming by,
through, or under Tenant; and any of their respective agents, contractors,
employees, and invitees.

     2. LEASE GRANT. Subject to the terms of this Lease, Landlord leases to
Tenant, and Tenant leases from Landlord, the Premises.

     3. TENDER OF POSSESSION. As of the Commencement Date, Tenant shall be
deemed to have accepted the Premises in their condition as of the date of such
occupancy. Tenant shall execute and deliver to Landlord, within ten days after
Landlord has requested the same, a letter substantially in the form of EXHIBIT E
hereto confirming (1) the Commencement Date and the expiration date of the
initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord
has performed all of its obligations with respect to the Premises.

     4. RENT.

         (a) PAYMENT. Tenant shall timely pay to Landlord Rent, without notice,
demand, deduction or set off (except as otherwise expressly provided herein), at
Landlord's address provided for in this Lease or as otherwise specified by
Landlord and shall be accompanied by all applicable state and local sales or use
taxes. Basic Rent, adjusted as herein provided, shall be payable monthly in
advance. The first monthly installment of Basic Rent shall be payable
contemporaneously with the execution of this Lease; thereafter, Basic Rent shall
be payable on the first day of each month beginning on the first day of the
second full calendar month of the Term. The monthly Basic Rent for any partial
month at the beginning of the Term shall equal the product of 1/365 of the
annual Basic Rent in effect during the partial month and the number of days in
the partial month from and after the Commencement Date, and shall be due on the
Commencement Date.

         (b) OPERATING COSTS; TAXES.

               (1) Tenant shall pay to Landlord the amount (per each rentable
square foot in the Premises) ("ADDITIONAL RENT") by which the annual Operating
Costs (defined below) per rentable square foot in the Building exceed the
Expense Stop (per rentable square foot in the Building). Landlord may make a
good faith estimate of the Additional Rent to be due by Tenant for any calendar
year or part thereof during the Term. During each calendar year or partial
calendar year of the Term (after the base year, if the Expense Stop is
calculated on a base year basis), Tenant shall pay to Landlord, in advance
concurrently with each monthly installment of Basic Rent, an amount equal to the
estimated Additional Rent for such calendar year or part thereof divided by the
number of months therein. From time to time, Landlord may estimate and
re-estimate the Additional Rent to be due by Tenant and deliver a copy of the
estimate or re-estimate to Tenant. Thereafter, the monthly installments of
Additional Rent payable by Tenant shall be



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appropriately adjusted in accordance with the estimations so that, by the end of
the calendar year in question, Tenant shall have paid all of the Additional Rent
as estimated by Landlord. Any amounts paid based on such an estimate shall be
subject to adjustment as herein provided when actual Operating Costs are
available for each calendar year.

               (2) The term "OPERATING COSTS" shall mean all expenses and
disbursements (subject to the limitations set forth below) that Landlord incurs
in connection with the ownership, operation, and maintenance of the Building,
determined in accordance with sound accounting principles consistently applied,
including the following costs: (A) wages and salaries (including management
fees) of all on-site employees at or below the grade of senior building manager
engaged in the operation, maintenance or security of the Building (together with
Landlord's reasonable allocation of expenses of off-site employees at or below
the grade of senior building manager who perform a portion of their services in
connection with the operation, maintenance or security of the Building),
including taxes, insurance and benefits relating thereto; (B) all supplies and
materials used in the operation, maintenance, repair, replacement, and security
of the Building; (C) costs for improvements made to the Building which, although
capital in nature, are expected to reduce the normal operating costs (including
all utility costs) of the Building, as amortized using a commercially reasonable
interest rate over the time period reasonably estimated by Landlord to recover
the costs thereof taking into consideration the anticipated cost savings, as
determined by Landlord using its good faith, commercially reasonable judgment,
as well as capital improvements made in order to comply with any Law hereafter
promulgated by any governmental authority or any interpretation hereafter
rendered with respect to any existing Law, as amortized using a commercially
reasonable interest rate over the useful economic life of such improvements as
determined by Landlord in its reasonable discretion; (D) cost of all utilities,
except the cost of other utilities reimbursable to Landlord by the Building's
tenants other than pursuant to a provision similar to this Section 4.(b); (E)
insurance expenses; (F) repairs, replacements, and general maintenance of the
Building; and (G) service or maintenance contracts with independent contractors
for the operation, maintenance, repair, replacement, or security of the Building
(including alarm service, window cleaning, and elevator maintenance).

         Operating Costs shall not include costs for (i) capital improvements
made to the Building, other than capital improvements described in Section
4.(b)(2)(C) and except for items which are generally considered maintenance and
repair items, such as painting of common areas, replacement of carpet in
elevator lobbies, and the like; (ii) repair, replacements and general
maintenance paid by proceeds of insurance or by Tenant or other third parties;
(iii) interest, amortization or other payments on loans to Landlord; (iv)
depreciation; (v) leasing commissions; (vi) legal expenses for services, other
than those that benefit the Building tenants generally (e.g., tax disputes);
(vii) renovating or otherwise improving space for occupants of the Building or
vacant space in the Building; (viii) Taxes; and (ix) federal income taxes
imposed on or measured by the income of Landlord from the operation of the
Building. If the Expense Stop is calculated on a base year basis, Operating
Costs for the base year only shall not include market-wide labor-rate increases
due to extraordinary circumstances, including boycotts and strikes; utility rate
increases due to extraordinary circumstances, including conservation surcharges,
boycotts, embargoes or other shortages; or amortized costs relating to capital
improvements.

               (3) Tenant shall also pay its Proportionate Share of any increase
in Taxes for each year and partial year falling within the Term over the Taxes
for the Base Tax Year. Tenant shall pay its Proportionate Share of Taxes in the
same manner as provided above for Additional Rent with regard to Operating
Costs. "TAXES" shall mean taxes, assessments, and governmental charges or fees
whether federal, state, county or municipal, and whether they be by taxing
districts or authorities presently taxing or by others, subsequently created or
otherwise, and any other taxes and assessments (including non-governmental
assessments for common charges under a restrictive covenant or other private
agreement that are not treated as part of Operating Costs) now or hereafter
attributable to the Building (or its operation), excluding, however, penalties
and interest thereon and federal and state taxes on income (if the present
method of taxation changes so that in lieu of the whole or any part of any
Taxes, there is levied on Landlord a capital tax directly on the rents received
therefrom or a franchise tax, assessment, or charge based, in whole or in part,
upon such rents for the Building, then all such taxes, assessments, or charges,
or the part thereof so based, shall be deemed to be included within the term
"Taxes" for purposes hereof). Taxes shall include the costs of consultants
retained in an effort to lower taxes and all



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costs incurred in disputing any taxes or in seeking to lower the tax valuation
of the Building. For property tax purposes, Tenant waives all rights to protest
or appeal the appraised value of the Premises, as well as the Building, and all
rights to receive notices of reappraisement.

               (4) By April 1 of each calendar year, or as soon thereafter as
practicable, Landlord shall furnish to Tenant a statement of Operating Costs for
the previous year, in each case adjusted as provided in Section 4.(b)(5), and of
the Taxes for the previous year (the "OPERATING COSTS AND TAX STATEMENT"). If
the Operating Costs and Tax Statement reveals that Tenant paid more for
Operating Costs than the actual amount for the year for which such statement was
prepared, or more than its actual share of Taxes for such year, then Landlord
shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant
paid less than Tenant's actual Proportionate Share of Additional Rent or share
of Taxes due, then Tenant shall promptly pay Landlord such deficiency.

               (5) With respect to any calendar year or partial calendar year in
which the Building is not occupied to the extent of 95% of the rentable area
thereof, the Operating Costs for such period shall, for the purposes hereof, be
increased to the amount which would have been incurred had the Building been
occupied to the extent of 95% of the rentable area thereof.

     5. DELINQUENT PAYMENT; HANDLING CHARGES. All past due payments required of
Tenant hereunder shall bear interest from the date due until paid at the lesser
of ten percent per annum or the maximum lawful rate of interest; additionally,
Landlord may charge Tenant a fee equal to five percent of the delinquent payment
to reimburse Landlord for its cost and inconvenience incurred as a consequence
of Tenant's delinquency. In no event, however, shall the charges permitted under
this Section 5 or elsewhere in this Lease, to the extent they are considered to
be interest under applicable Law, exceed the maximum lawful rate of interest.
Notwithstanding the foregoing, the late fee referenced above shall not be
charged with respect to the first occurrence (but not any subsequent occurrence)
during any 12-month period that Tenant fails to make payment when due, until
five days after Landlord delivers written notice of such delinquency to Tenant.

     6. SECURITY DEPOSIT. Landlord and Tenant acknowledge and agree that
Landlord already holds on behalf of Tenant a Security Deposit in the amount of
$4,700.00. Upon the execution of this Lease, Tenant shall pay to Landlord the
additional sum of $5,300.00, for a total Security Deposit of $10,000.00 (the
"SECURITY DEPOSIT"), which shall be held by Landlord to secure Tenant's
performance of its obligations under this Lease. The Security Deposit is not an
advance payment of Rent or a measure or limit of Landlord's damages upon an
Event of Default (as defined herein). Landlord may, from time to time following
an Event of Default and without prejudice to any other remedy, use all or a part
of the Security Deposit to perform any obligation Tenant fails to perform
hereunder. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. Provided that Tenant has performed all of its
obligations hereunder, Landlord shall, within 30 days after the Term ends,
return to Tenant the portion of the Security Deposit which was not applied to
satisfy Tenant's obligations. The Security Deposit may be commingled with other
funds, and no interest shall be paid thereon. If Landlord transfers its interest
in the Premises and the transferee assumes Landlord's obligations under this
Lease, then Landlord may assign the Security Deposit to the transferee and
Landlord thereafter shall have no further liability for the return of the
Security Deposit.

     7. LANDLORD'S OBLIGATIONS.

         (a) SERVICES. Landlord shall use all reasonable efforts to furnish to
Tenant (1) water at those points of supply provided for general use of tenants
of the Building; (2) heated and refrigerated air conditioning ("HVAC") as
appropriate, at such temperatures and in such amounts as are standard for
comparable buildings in the vicinity of the Building; (3) janitorial service to
the Premises on weekdays, other than holidays, for Building-standard
installations and such window washing as may from time to time be reasonably
required; (4) elevators for ingress and egress to the floor on which the
Premises are located, in common with other tenants, provided that Landlord may
reasonably limit the number of operating elevators during non-business hours and
holidays; and (5) electrical current during normal business hours for equipment
that does not



                                       3
<PAGE>   11

require more than 110 volts and whose electrical energy consumption does not
exceed normal office usage. Landlord shall maintain the common areas of the
Building in reasonably good order and condition, except for damage caused by a
Tenant Party. If Tenant desires any of the services specified in Section
7.(a)(2): (A) at any time other than between 7:00 a.m. and 6:00 p.m. on weekdays
and between 8:00 a.m. and 12:00 p.m. on Saturday (in each case other than
holidays), or (B) on Sunday or holidays, then such services shall be supplied to
Tenant upon the written request of Tenant delivered to Landlord before 3:00 p.m.
on the business day preceding such extra usage, and Tenant shall pay to Landlord
the cost of such services within 30 days after Landlord has delivered to Tenant
an invoice therefor. The costs incurred by Landlord in providing after-hour HVAC
service to Tenant shall include costs for electricity, water, sewage, water
treatment, labor, metering, filtering, and maintenance reasonably allocated by
Landlord to providing such service.

         (b) EXCESS UTILITY USE. Landlord shall not be required to furnish
electrical current for equipment that requires more than 110 volts or other
equipment whose electrical energy consumption exceeds normal office usage. If
Tenant's requirements for or consumption of electricity exceed the electricity
to be provided by Landlord as described in Section 7.(a), Landlord shall, at
Tenant's expense, make reasonable efforts to supply such service through the
then-existing feeders and risers serving the Building and the Premises, and
Tenant shall pay to Landlord the cost of such service within 30 days after
Landlord has delivered to Tenant an invoice therefor. Landlord may determine the
amount of such additional consumption and potential consumption by any
verifiable method, including installation of a separate meter in the Premises
installed, maintained, and read by Landlord, at Tenant's expense. Tenant shall
not install any electrical equipment requiring special wiring or requiring
voltage in excess of 110 volts or otherwise exceeding Building capacity unless
approved in advance by Landlord. The use of electricity in the Premises shall
not exceed the capacity of existing feeders and risers to or wiring in the
Premises. Any risers or wiring required to meet Tenant's excess electrical
requirements shall, upon Tenant's written request, be installed by Landlord, at
Tenant's cost, if, in Landlord's judgment, the same are necessary and shall not
cause permanent damage to the Building or the Premises, cause or create a
dangerous or hazardous condition, entail excessive or unreasonable alterations,
repairs, or expenses, or interfere with or disturb other tenants of the
Building. If Tenant uses machines or equipment in the Premises which affect the
temperature otherwise maintained by the air conditioning system or otherwise
overload any utility, Landlord may install supplemental air conditioning units
or other supplemental equipment in the Premises, and the cost thereof, including
the cost of installation, operation, use, and maintenance, shall be paid by
Tenant to Landlord within 30 days after Landlord has delivered to Tenant an
invoice therefor.

         (c) RESTORATION OF SERVICES; ABATEMENT. Landlord shall use reasonable
efforts to restore any service required of it that becomes unavailable; however,
such unavailability shall not render Landlord liable for any damages caused
thereby, be a constructive eviction of Tenant, constitute a breach of any
implied warranty, or, except as provided in the next sentence, entitle Tenant to
any abatement of Tenant's obligations hereunder. If, however, Tenant is
prevented from using the Premises for more than 25 consecutive business days
because of the unavailability of any such service and such unavailability was
not caused by a Tenant Party, then Tenant shall, as its exclusive remedy be
entitled to a reasonable abatement of Rent for each consecutive day (after such
25-day period) that Tenant is so prevented from using the Premises.

     8. IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.

         (a) IMPROVEMENTS; ALTERATIONS. Improvements to the Premises shall be
installed at Tenant's expense only in accordance with plans and specifications
which have been previously submitted to and approved in writing by Landlord,
which approval shall be governed by standards in the following sentence. No
alterations or physical additions in or to the Premises may be made without
Landlord's prior written consent, which shall not be unreasonably withheld or
delayed; however, Landlord may withhold its consent to any alteration or
addition that would adversely affect (in the reasonable discretion of Landlord)
(1) the Building's Structure or the Building's Systems (including the Building's
restrooms or mechanical rooms), (2) the exterior appearance of the Building, or
(3) the appearance of the Building's common areas or elevator lobby areas.
Tenant shall not paint or install lighting or decorations, signs, window or door
lettering, or advertising media of any type on or about the Premises without the
prior written consent of Landlord, which shall not be unreasonably withheld or
delayed; however, Landlord may withhold



                                       4
<PAGE>   12

its consent to any such painting or installation which would affect the
appearance of the exterior of the Building or of any common areas of the
Building. All alterations, additions, and improvements shall be constructed,
maintained, and used by Tenant, at its risk and expense, in accordance with all
Laws; Landlord's consent to or approval of any alterations, additions or
improvements (or the plans therefor) shall not constitute a representation or
warranty by Landlord, nor Landlord's acceptance, that the same comply with sound
architectural and/or engineering practices or with all applicable Laws, and
Tenant shall be solely responsible for ensuring all such compliance.

         (b) REPAIRS; MAINTENANCE. Tenant shall maintain the Premises in a
clean, safe, and operable condition, and shall not permit or allow to remain any
waste or damage to any portion of the Premises. Tenant shall repair or replace,
subject to Landlord's direction and supervision, any damage to the Building
caused by a Tenant Party. If Tenant fails to make such repairs or replacements
within 15 days after the occurrence of such damage, then Landlord may make the
same at Tenant's cost. If any such damage occurs outside of the Premises, then
Landlord may elect to repair such damage at Tenant's expense, rather than having
Tenant repair such damage. The cost of all repair or replacement work performed
by Landlord under this Section 8 shall be paid by Tenant to Landlord within 30
days after Landlord has invoiced Tenant therefor. Tenant hereby waives and
releases its right to make repairs at Landlord's expense under Sections 1941 and
1942 of the California Civil Code or under any similar law, statute, or
ordinance now or hereafter in effect.

         (c) PERFORMANCE OF WORK. All work described in this Section 8 shall be
performed only by Landlord or by contractors and subcontractors approved in
writing by Landlord. Tenant shall cause all contractors and subcontractors to
procure and maintain insurance coverage naming Landlord as an additional insured
against such risks, in such amounts, and with such companies as Landlord may
reasonably require. All such work shall be performed in accordance with all Laws
and in a good and workmanlike manner so as not to damage the Building (including
the Premises, the Building's Structure and the Building's Systems). All such
work which may affect the Building's Structure or the Building's Systems must be
approved by the Building's engineer of record, at Tenant's expense and, at
Landlord's election, must be performed by Landlord's usual contractor for such
work.

         (d) MECHANIC'S LIENS. Tenant shall not permit any mechanic's liens to
be filed against the Premises or the Building for any work performed, materials
furnished, or obligation incurred by or at the request of Tenant. If such a lien
is filed, then Tenant shall, within ten days after Landlord has delivered notice
of the filing thereof to Tenant (or such earlier time period as may be necessary
to prevent the forfeiture of the Building or any interest of Landlord therein or
the imposition of a civil or criminal fine with respect thereto), either (1) pay
the amount of the lien and cause the lien to be released of record, or (2)
diligently contest such lien and deliver to Landlord a bond or other security
reasonably satisfactory to Landlord. If Tenant fails to timely take either such
action, then Landlord may pay the lien claim, and any amounts so paid, including
expenses and interest, shall be paid by Tenant to Landlord within ten days after
Landlord has invoiced Tenant therefor. All materialmen, contractors, artisans,
mechanics, laborers and any other persons now or hereafter contracting with
Tenant or any contractor or subcontractor of Tenant for the furnishing of any
labor, services, materials, supplies or equipment with respect to any portion of
the Premises, at any time from the date hereof until the end of the Term, are
hereby charged with notice that they look exclusively to Tenant to obtain
payment for same. Nothing herein shall be deemed a consent by Landlord to any
liens being placed upon the Building or Landlord's interest therein due to any
work performed by or for Tenant.

     9. USE. Tenant shall continuously occupy and use the Premises only for the
Permitted Use and shall comply with all Laws relating to the use, condition,
access to, and occupancy of the Premises. The population density within the
Premises as a whole shall at no time exceed one person for each 180 rentable
square feet in the Premises. Tenant shall not conduct second or third shift
operations within the Premises. The Premises shall not be used for any use which
is disreputable, creates extraordinary fire hazards, or results in an increased
rate of insurance on the Building or its contents, or for the storage of any
Hazardous Materials (other than typical office supplies [e.g., photocopier
toner] and then only in compliance with all Laws). If, because of a Tenant
Party's acts, the rate of insurance on the Building or its contents increases,
then such acts shall be an Event of Default, Tenant shall pay to Landlord the
amount of such increase on demand,



                                       5
<PAGE>   13

and acceptance of such payment shall not waive any of Landlord's other rights.
Tenant shall conduct its business and control each other Tenant Party so as not
to create any nuisance or unreasonably interfere with other tenants or Landlord
in its management of the Building.

     10. ASSIGNMENT AND SUBLETTING.

         (a) TRANSFERS. Except as provided in Section 10.(g), Tenant shall not,
without the prior written consent of Landlord, (1) assign, transfer, or encumber
this Lease or any estate or interest herein, whether directly or by operation of
law, (2) permit any other entity to become Tenant hereunder by merger,
consolidation, or other reorganization, (3) if Tenant is an entity other than a
corporation whose stock is publicly traded, permit the transfer of an ownership
interest in Tenant so as to result in a change in the current control of Tenant,
(4) sublet any portion of the Premises, (5) grant any license, concession, or
other right of occupancy of any portion of the Premises, or (6) permit the use
of the Premises by any parties other than Tenant (any of the events listed in
Section 10.(a)(1) through 10.(a)(6) being a "TRANSFER").

         (b) CONSENT STANDARDS. Landlord shall not unreasonably withhold its
consent to any assignment or subletting of the Premises, provided that the
proposed transferee (A) is creditworthy, (B) has a good reputation in the
business community, (C) will use the Premises for the Permitted Use (thus,
excluding, without limitation, uses for credit processing and telemarketing) and
will not use the Premises in any manner that would conflict with any exclusive
use agreement or other similar agreement entered into by Landlord with any other
tenant of the Building, (D) is not a governmental entity, or subdivision or
agency thereof, and (E) is not another occupant of the Building or person or
entity with whom Landlord is negotiating to lease space in the Building;
otherwise, Landlord may withhold its consent in its sole discretion.

         (c) REQUEST FOR CONSENT. If Tenant requests Landlord's consent to a
Transfer, then, at least 15 business days prior to the effective date of the
proposed Transfer, Tenant shall provide Landlord with a written description of
all terms and conditions of the proposed Transfer, copies of the proposed
documentation, and the following information about the proposed transferee: name
and address; reasonably satisfactory information about its business and business
history; its proposed use of the Premises; banking, financial, and other credit
information; and general references sufficient to enable Landlord to determine
the proposed transferee's creditworthiness and character. Concurrently with
Tenant's notice of any request for consent to a Transfer, Tenant shall pay to
Landlord a fee of $1,000 to defray Landlord's expenses in reviewing such
request, and Tenant shall also reimburse Landlord immediately upon request for
its reasonable attorneys' fees incurred in connection with considering any
request for consent to a Transfer.

         (d) CONDITIONS TO CONSENT. If Landlord consents to a proposed Transfer,
then the proposed transferee shall deliver to Landlord a written agreement
whereby it expressly assumes Tenant's obligations hereunder; however, any
transferee of less than all of the space in the Premises shall be liable only
for obligations under this Lease that are properly allocable to the space
subject to the Transfer for the period of the Transfer. No Transfer shall
release Tenant from its obligations under this Lease, but rather Tenant and its
transferee shall be jointly and severally liable therefor. Landlord's consent to
any Transfer shall not waive Landlord's rights as to any subsequent Transfers.
If an Event of Default occurs while the Premises or any part thereof are subject
to a Transfer, then Landlord, in addition to its other remedies, may collect
directly from such transferee all rents becoming due to Tenant and apply such
rents against Rent. Tenant authorizes its transferees to make payments of rent
directly to Landlord upon receipt of notice from Landlord to do so following the
occurrence of an Event of Default hereunder. Tenant shall pay for the cost of
any demising walls or other improvements necessitated by a proposed subletting
or assignment.

         (e) CANCELLATION. Landlord may, within 30 days after submission of
Tenant's written request for Landlord's consent to an assignment or subletting,
cancel this Lease as to the portion of the Premises proposed to be sublet or
assigned as of the date the proposed Transfer is to be effective. If Landlord
cancels this Lease as to any portion of the Premises, then this Lease shall
cease for such portion of the Premises and Tenant shall pay to Landlord all Rent
accrued through the cancellation date relating to the portion of the Premises
covered by the proposed Transfer. Thereafter, Landlord may lease such portion of
the Premises to the prospective transferee (or to



                                       6
<PAGE>   14

any other person) without liability to Tenant.

         (f) ADDITIONAL COMPENSATION. Tenant shall pay to Landlord, immediately
upon receipt thereof, the excess of (1) all compensation received by Tenant for
a Transfer less the costs reasonably incurred by Tenant with unaffiliated third
parties in connection with such Transfer (i.e., brokerage commissions, tenant
finish work, and the like) over (2) the Rent allocable to the portion of the
Premises covered thereby.

         (g) PERMITTED TRANSFERS. Notwithstanding Section 10.(a), Tenant may
Transfer all or part of its interest in this Lease or all or part of the
Premises (a "PERMITTED TRANSFER") to the following types of entities (a
"PERMITTED TRANSFEREE") without the written consent of Landlord:

                  (1) an Affiliate of Tenant;

                  (2) any corporation, limited partnership, limited liability
         partnership, limited liability company or other business entity in
         which or with which Tenant, or its corporate successors or assigns, is
         merged or consolidated, in accordance with applicable statutory
         provisions governing merger and consolidation of business entities, so
         long as (A) Tenant's obligations hereunder are assumed by the entity
         surviving such merger or created by such consolidation; and (B) the
         Tangible Net Worth of the surviving or created entity is not less than
         the Tangible Net Worth of Tenant as of the date hereof; or

                  (3) any corporation, limited partnership, limited liability
         partnership, limited liability company or other business entity
         acquiring all or substantially all of Tenant's assets if such entity's
         Tangible Net Worth after such acquisition is not less than the Tangible
         Net Worth of Tenant as of the date hereof.

Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant
shall remain liable for the performance of all of the obligations of Tenant
hereunder, or if Tenant no longer exists because of a merger, consolidation, or
acquisition, the surviving or acquiring entity shall expressly assume in writing
the obligations of Tenant hereunder. Additionally, the Permitted Transferee
shall comply with all of the terms and conditions of this Lease, including the
Permitted Use, and the use of the Premises by the Permitted Transferee may not
violate any other agreements affecting the Premises, the Building, Landlord or
other tenants of the Building. At least 30 days after the effective date of any
Permitted Transfer, Tenant agrees to furnish Landlord with copies of the
instrument effecting any of the foregoing Transfers and documentation
establishing Tenant's satisfaction of the requirements set forth above
applicable to any such Transfer. The occurrence of a Permitted Transfer shall
not waive Landlord's rights as to any subsequent Transfers. "TANGIBLE NET WORTH"
means the excess of total assets over total liabilities, in each case as
determined in accordance with generally accepted accounting principles
consistently applied ("GAAP"), excluding, however, from the determination of
total assets all assets which would be classified as intangible assets under
GAAP including goodwill, licenses, patents, trademarks, trade names, copyrights,
and franchises. Any subsequent Transfer by a Permitted Transferee shall be
subject to the terms of this Section 10.

     11. INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.

         (a) TENANT'S INSURANCE. Tenant shall maintain throughout the Term the
following insurance policies: (1) commercial general liability insurance in
amounts of $3,000,000 per occurrence or, following the expiration of the initial
Term, such other amounts as Landlord may from time to time reasonably require
(and, if the use and occupancy of the Premises include any activity or matter
that is or may be excluded from coverage under a commercial general liability
policy [e.g., the sale, service or consumption of alcoholic beverages], Tenant
shall obtain such endorsements to the commercial general liability policy or
otherwise obtain insurance to insure all liability arising from such activity or
matter [including liquor liability, if applicable] in such amounts as Landlord
may reasonably require), insuring Tenant, Landlord, Landlord's agents and their
respective Affiliates against all liability for injury to or death of a person
or persons or damage to property arising from the use and occupancy of the
Premises, (2) insurance covering the full value of Tenant's property and
improvements, and other property (including property of others)



                                       7
<PAGE>   15

in the Premises, (3) contractual liability insurance sufficient to cover
Tenant's indemnity obligations hereunder (but only if such contractual liability
insurance is not already included in Tenant's commercial general liability
insurance policy), (4) worker's compensation insurance, and (5) business
interruption insurance. Tenant's insurance shall provide primary coverage to
Landlord when any policy issued to Landlord provides duplicate or similar
coverage, and in such circumstance Landlord's policy will be excess over
Tenant's policy. Tenant shall furnish to Landlord certificates of such insurance
and such other evidence satisfactory to Landlord of the maintenance of all
insurance coverages required hereunder, and Tenant shall obtain a written
obligation on the part of each insurance company to notify Landlord at least 30
days before cancellation or a material change of any such insurance policies.
All such insurance policies shall be in form, and issued by companies,
reasonably satisfactory to Landlord.

         (b) LANDLORD'S INSURANCE. Throughout the Term of this Lease, Landlord
shall maintain, as a minimum, the following insurance policies: (1) fire and
extended risk insurance for the Building's replacement value and (2) commercial
general liability insurance in an amount of not less than $3,000,000. The cost
of all insurance carried by Landlord with respect to the Building shall be
included in Operating Costs. The foregoing insurance policies and any other
insurance carried by Landlord shall be for the sole benefit of Landlord and
under Landlord's sole control, and Tenant shall have no right or claim to any
proceeds thereof or any other rights thereunder.

         (c) NO SUBROGATION. Landlord and Tenant each waives any claim it might
have against the other for any injury to or death of any person or persons or
damage to or theft, destruction, loss, or loss of use of any property (a
"LOSS"), to the extent the same is insured against under any insurance policy
that covers the Building, the Premises, Landlord's or Tenant's fixtures,
personal property, leasehold improvements, or business, or is required to be
insured against under the terms hereof, regardless of whether the negligence of
the other party caused such Loss. Each party shall cause its insurance carrier
to endorse all applicable policies waiving the carrier's rights of recovery
under subrogation or otherwise against the other party.

         (d) INDEMNITY. Subject to Section 11.(c), Tenant shall defend, protect,
indemnify, and hold harmless Landlord and its representatives and agents from
and against all claims, demands, liabilities, causes of action, suits,
judgments, damages, and expenses (including attorneys' fees) arising from (1)
any Loss arising from any occurrence on the Premises, or (2) Tenant's failure to
perform its obligations under this Lease, even though caused or alleged to be
caused by the negligence or fault of Landlord or its agents (other than a Loss
arising from the sole or gross negligence of Landlord or its agents), and even
though any such claim, cause of action, or suit is based upon or alleged to be
based upon the strict liability of Landlord or its agents. This indemnity is
intended to indemnify Landlord and its agents against the consequences of their
own negligence or fault as provided above when Landlord or its agents are
jointly, comparatively, contributively, or concurrently negligent with Tenant.
Subject to Section 11.(c), Landlord shall defend, protect, indemnify, and hold
harmless Tenant and its agents from and against all claims, demands,
liabilities, causes of action, suits, judgments, and expenses (including
attorneys' fees) for any Loss arising from any occurrence in the Building's
common areas, even though caused or alleged to be caused by the negligence or
fault of Tenant or its agents (other than a Loss arising from the sole or gross
negligence of Tenant or its agents), and even though any such claim, cause of
action, or suit is based upon or alleged to be based upon the strict liability
of Tenant or its agents. This indemnity is intended to indemnify Tenant and its
agents against the consequences of their own negligence or fault as provided
above when Tenant or its agents are jointly, comparatively, contributively, or
concurrently negligent with Landlord. The indemnities set forth in this Section
11.(d) shall survive termination or expiration of this Lease and shall not
terminate or be waived, diminished or affected in any manner by any abatement or
apportionment of Rent under any provision of this Lease. If any proceeding is
filed for which indemnity is required hereunder, the indemnifying party agrees,
upon request therefor, to defend the indemnified party in such proceeding at its
sole cost utilizing counsel satisfactory to the indemnified party.

     12. SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE.

         (a) SUBORDINATION. This Lease shall be subordinate to any deed of
trust, mortgage, or other security instrument (each, a "MORTGAGE"), or any
ground lease, master lease,



                                       8
<PAGE>   16

or primary lease (each, a "PRIMARY LEASE"), that now or hereafter covers all or
any part of the Premises (the mortgagee under any such Mortgage, beneficiary
under any such deed of trust, or the lessor under any such Primary Lease is
referred to herein as a "LANDLORD'S MORTGAGEE"). Any Landlord's Mortgagee may
elect, at any time, unilaterally, to make this Lease superior to its Mortgage,
Primary Lease, or other interest in the Premises by so notifying Tenant in
writing. The provisions of this Section shall be self-operative and no further
instrument of subordination shall be required; however, in confirmation of such
subordination, Tenant shall execute and return to Landlord (or such other party
designated by Landlord) within ten days after written request therefor such
documentation, in recordable form if required, as a Landlord's Mortgagee may
reasonably request to evidence the subordination of this Lease to such
Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination,
non-disturbance and attornment agreement) or, if the Landlord's Mortgagee so
elects, the subordination of such Landlord's Mortgagee's Mortgage or Primary
Lease to this Lease.

         (b) ATTORNMENT. Tenant shall attorn to any party succeeding to
Landlord's interest in the Premises, whether by purchase, foreclosure, deed in
lieu of foreclosure, power of sale, termination of lease, or otherwise, upon
such party's request, and shall execute such agreements confirming such
attornment as such party may reasonably request.

         (c) NOTICE TO LANDLORD'S MORTGAGEE. Tenant shall not seek to enforce
any remedy it may have for any default on the part of Landlord without first
giving written notice by certified mail, return receipt requested, specifying
the default in reasonable detail, to any Landlord's Mortgagee whose address has
been given to Tenant, and affording such Landlord's Mortgagee a reasonable
opportunity to perform Landlord's obligations hereunder.

         (d) LANDLORD'S MORTGAGEE'S PROTECTION PROVISIONS. If Landlord's
Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's
Mortgagee shall not be: (1) liable for any act or omission of any prior lessor
(including Landlord); (2) bound by any rent or additional rent or advance rent
which Tenant might have paid for more than the current month to any prior lessor
(including Landlord), and all such rent shall remain due and owing,
notwithstanding such advance payment; (3) bound by any security or advance
rental deposit made by Tenant which is not delivered or paid over to Landlord's
Mortgagee and with respect to which Tenant shall look solely to Landlord for
refund or reimbursement; (4) bound by any termination, amendment or modification
of this Lease made without Landlord's Mortgagee's consent and written approval,
except for those terminations, amendments and modifications permitted to be made
by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the
loan documents between Landlord and Landlord's Mortgagee; (5) subject to the
defenses which Tenant might have against any prior lessor (including Landlord);
and (6) subject to the offsets which Tenant might have against any prior lessor
(including Landlord) except for those offset rights which (A) are expressly
provided in this Lease, (B) relate to periods of time following the acquisition
of the Building by Landlord's Mortgagee, and (C) Tenant has provided written
notice to Landlord's Mortgagee and provided Landlord's Mortgagee a reasonable
opportunity to cure the event giving rise to such offset event. Landlord's
Mortgagee shall have no liability or responsibility under or pursuant to the
terms of this Lease or otherwise after it ceases to own an interest in the
Building. Nothing in this Lease shall be construed to require Landlord's
Mortgagee to see to the application of the proceeds of any loan, and Tenant's
agreements set forth herein shall not be impaired on account of any modification
of the documents evidencing and securing any loan.

     13. RULES AND REGULATIONS. Tenant shall comply with the rules and
regulations of the Building which are attached hereto as EXHIBIT C. Landlord
may, from time to time, change such rules and regulations for the safety, care,
or cleanliness of the Building and related facilities, provided that such
changes are applicable to all tenants of the Building, will not unreasonably
interfere with Tenant's use of the Premises and are enforced by Landlord in a
non-discriminatory manner. Tenant shall be responsible for the compliance with
such rules and regulations by each Tenant Party.



                                       9
<PAGE>   17

     14. CONDEMNATION.

         (a) TOTAL TAKING. If the entire Building or Premises are taken by right
of eminent domain or conveyed in lieu thereof (a "TAKING"), this Lease shall
terminate as of the date of the Taking.

         (b) PARTIAL TAKING - TENANT'S RIGHTS. If any part of the Building
becomes subject to a Taking and such Taking will prevent Tenant from conducting
its business in the Premises in a manner reasonably comparable to that conducted
immediately before such Taking for a period of more than 180 days, then Tenant
may terminate this Lease as of the date of such Taking by giving written notice
to Landlord within 30 days after the Taking, and Basic Rent and Additional Rent
shall be apportioned as of the date of such Taking. If Tenant does not terminate
this Lease, then Rent shall be abated on a reasonable basis as to that portion
of the Premises rendered untenantable by the Taking.

         (c) PARTIAL TAKING - LANDLORD'S RIGHTS. If any material portion, but
less than all, of the Building becomes subject to a Taking, or if Landlord is
required to pay any of the proceeds arising from a Taking to a Landlord's
Mortgagee, then Landlord may terminate this Lease by delivering written notice
thereof to Tenant within 30 days after such Taking, and Basic Rent and
Additional Rent shall be apportioned as of the date of such Taking. If Landlord
does not so terminate this Lease, then this Lease will continue, but if any
portion of the Premises has been taken, Rent shall abate as provided in the last
sentence of Section 14.(b). Tenant hereby waives any and all rights it might
otherwise have pursuant to Section 1265.130 of the California Code of Civil
Procedure.

         (d) AWARD. If any Taking occurs, then Landlord shall receive the entire
award or other compensation for the Land, the Building, and other improvements
taken; however, Tenant may separately pursue a claim (to the extent it will not
reduce Landlord's award) against the condemnor for the value of Tenant's
personal property which Tenant is entitled to remove under this Lease, moving
costs, and loss of business.

     15. FIRE OR OTHER CASUALTY.

         (a) REPAIR ESTIMATE. If the Premises or the Building are damaged by
fire or other casualty (a "CASUALTY"), Landlord shall, within 90 days after such
Casualty, deliver to Tenant a good faith estimate (the "DAMAGE NOTICE") of the
time needed to repair the damage caused by such Casualty.

         (b) TENANT'S RIGHTS. If a material portion of the Premises is damaged
by Casualty such that Tenant is prevented from conducting its business in the
Premises in a manner reasonably comparable to that conducted immediately before
such Casualty and Landlord estimates that the damage caused thereby cannot be
repaired within 270 days after the Casualty (the "REPAIR PERIOD"), then Tenant
may terminate this Lease by delivering written notice to Landlord of its
election to terminate within 30 days after the Damage Notice has been delivered
to Tenant.


         (c) LANDLORD'S RIGHTS. If a Casualty damages the Premises or a material
portion of the Building and (1) Landlord estimates that the damage to the
Premises cannot be repaired within the Repair Period, (2) the damage to the
Premises exceeds 50% of the replacement cost thereof (excluding foundations and
footings), as estimated by Landlord, and such damage occurs during the last two
years of the Term, (3) regardless of the extent of damage to the Premises,
Landlord makes a good faith determination that restoring the Building would be
uneconomical, or (4) Landlord is required to pay any insurance proceeds arising
out of the Casualty to a Landlord's Mortgagee, then Landlord may terminate this
Lease by giving written notice of its election to terminate within 30 days after
the Damage Notice has been delivered to Tenant.

                                       10
<PAGE>   18

         (d) REPAIR OBLIGATION. If neither party elects to terminate this Lease
following a Casualty, then Landlord shall, within a reasonable time after such
Casualty, begin to repair the Premises and shall proceed with reasonable
diligence to restore the Premises to substantially the same condition as they
existed immediately before such Casualty; however, Landlord shall only be
required to reconstruct the Premises to the extent of any improvements existing
therein on the date of the damage that were installed by Landlord as part of the
Work (if any) pursuant to EXHIBIT D ("LANDLORD'S CONTRIBUTION"), and Landlord's
obligation to repair or restore the Premises shall be limited to the extent of
the insurance proceeds actually received by Landlord for the Casualty in
question. Tenant shall be responsible for repairing or replacing its furniture,
equipment, fixtures, alterations and other improvements which Landlord is not
obligated to restore, and shall use the proceeds of its insurance for such
purpose. Tenant shall pay the difference between the total cost of
reconstructing the Premises and Landlord's Contribution ("TENANT'S
CONTRIBUTION"). Prior to Landlord's commencement of reconstruction, Tenant shall
place Landlord's estimate of Tenant's Contribution in escrow with Landlord (or
furnish Landlord other commercially reasonable assurances of payment thereof).

         (e) WAIVER OF STATUTORY PROVISIONS. The provisions of this Lease,
including this Article 15, constitute an express agreement between Landlord and
Tenant with respect to any and all damage to, or destruction of, all or any part
of the Premises or the Building and any statute or regulation of the State of
California, including, without limitation, Sections 1932(2) and 1933(4) of the
California Civil Code, with respect to any rights or obligations concerning
damage or destruction in the absence of an express agreement between the
parties, and any other statute or regulation, now or hereafter in effect, shall
have no application to this Lease or any damage or destruction to all or any
part of the Premises or the Building.

         (f) ABATEMENT OF RENT. If the Premises are damaged by Casualty, Rent
for the portion of the Premises rendered untenantable by the damage shall be
abated on a reasonable basis from the date of damage until the completion of
Landlord's repairs (or until the date of termination of this Lease by Landlord
or Tenant as provided above, as the case may be), unless a Tenant Party caused
such damage, in which case, Tenant shall continue to pay Rent without abatement.

     16. PERSONAL PROPERTY TAXES. Tenant shall be liable for all taxes levied or
assessed against personal property, furniture, or fixtures placed by Tenant in
the Premises. If any taxes for which Tenant is liable are levied or assessed
against Landlord or Landlord's property and Landlord elects to pay the same, or
if the assessed value of Landlord's property is increased by inclusion of such
personal property, furniture or fixtures and Landlord elects to pay the taxes
based on such increase, then Tenant shall pay to Landlord, within 30 days
following written request, the part of such taxes for which Tenant is primarily
liable hereunder; however, Landlord shall not pay such amount if Tenant notifies
Landlord that it will contest the validity or amount of such taxes before
Landlord makes such payment, and thereafter diligently proceeds with such
contest in accordance with Law and if the non-payment thereof does not pose a
threat of loss or seizure of the Building or interest of Landlord therein or
impose any fee or penalty against Landlord.

     17. EVENTS OF DEFAULT. Each of the following occurrences shall be an "EVENT
OF DEFAULT":

         (a) PAYMENT DEFAULT. Tenant's failure to pay Rent within five days
after Landlord has delivered written notice to Tenant that the same is due (any
such notice shall be in lieu of, and not in addition to, any notice required
under California Code of Civil Procedure Section 1161 or any similar or
successor law); however, an Event of Default shall occur hereunder without any
obligation of Landlord to give any notice if Tenant fails to pay Rent when due
and, during the 12 month interval preceding such failure, Landlord has given
Tenant written notice of failure to pay Rent on one or more occasions;

         (b) ABANDONMENT. Tenant (1) abandons or vacates the Premises or any
substantial portion thereof or (2) fails to continuously operate its business in
the Premises;

         (c) ESTOPPEL. Tenant fails to provide any estoppel certificate after
Landlord's written request therefor pursuant to Section 25.(e) and such failure
shall continue for five days after Landlord's second written notice thereof to
Tenant;



                                       11
<PAGE>   19

         (d) OTHER DEFAULTS. Tenant's failure to perform, comply with, or
observe any other agreement or obligation of Tenant under this Lease and the
continuance of such failure for a period of more than 30 days after Landlord has
delivered to Tenant written notice thereof (any such notice shall be in lieu of,
and not in addition to, any notice required under California Code of Civil
Procedure Section 1161 or any similar or successor law); and

         (e) INSOLVENCY. The filing of a petition by or against Tenant (the term
"TENANT" shall include, for the purpose of this Section 17.(e), any guarantor of
Tenant's obligations hereunder) (1) in any bankruptcy or other insolvency
proceeding; (2) seeking any relief under any state or federal debtor relief law;
(3) for the appointment of a liquidator or receiver for all or substantially all
of Tenant's property or for Tenant's interest in this Lease; or (4) for the
reorganization or modification of Tenant's capital structure; however, if such a
petition is filed against Tenant, then such filing shall not be an Event of
Default unless Tenant fails to have the proceedings initiated by such petition
dismissed within 90 days after the filing thereof.

     18. REMEDIES. Upon any Event of Default, Landlord may, in addition to all
other rights and remedies afforded Landlord hereunder or by law or equity, take
any one or more of the following actions, each and all of which shall be
cumulative and non-exclusive, without notice or demand whatsoever:

         (a) TERMINATION OF LEASE. Terminate this Lease, in which event Tenant
shall immediately surrender the Premises to Landlord, and if Tenant fails to do
so, Landlord may, without prejudice to any other remedy which it may have for
possession or arrearages in rent, enter upon and take possession of the Premises
and expel or remove Tenant and any other person who may be occupying the
Premises or any part thereof, without being liable for prosecution or any claim
or damages therefor; and Landlord may recover from Tenant the following:

                  (1) The worth at the time of award of any unpaid rent which
         has been earned at the time of such termination; plus

                  (2) The worth at the time of award of the amount by which the
         unpaid rent which would have been earned after termination until the
         time of award exceeds the amount of such rental loss that Tenant proves
         could have been reasonably avoided; plus

                  (3) 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 such rental loss that Tenant proves could have been
         reasonably avoided; plus

                  (4) Any other amount necessary to compensate Landlord for all
         the detriment proximately caused by Tenant's failure to perform its
         obligations under this Lease or which in the ordinary course of things
         would be likely to result therefrom, specifically including but not
         limited to, brokerage commissions and advertising expenses incurred,
         expenses of remodeling the Premises or any portion thereof for a new
         tenant, whether for the same or a different use, and any special
         concessions made to obtain a new tenant; and

                  (5) At Landlord's election, such other amounts in addition to
         or in lieu of the foregoing as may be permitted from time to time by
         applicable law.

         The term "rent" as used in this Section 18.(a) shall be deemed to be
and to mean all sums of every nature required to be paid by Tenant pursuant to
the terms of this Lease, whether to Landlord or to others. As used in Sections
18.(a)(1) and 18.(a)(2) above, the "worth at the time of award" shall be
computed by allowing interest at the Interest Rate set forth in Section 5 of
this Lease, but in no case greater than the maximum amount of such interest
permitted by Law. As used in Section 18.(a)(3) above, the "worth at the time of
award" 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%).



                                       12
<PAGE>   20

         (b) ENFORCEMENT OF LEASE. Landlord shall have the remedy described in
California Civil Code Section 1951.4 (lessor may continue lease in effect after
lessee's breach and abandonment and recover rent as it becomes due, if lessee
has the right to sublet or assign, subject only to reasonable limitations).
Accordingly, Landlord may, from time to time, without terminating this Lease,
enforce all of its rights and remedies under this Lease, including the right to
recover all rent as it becomes due.

         (c) SUBLESSEES OF TENANT. Whether or not Landlord elects to terminate
this Lease on account of any default by Tenant, as set forth in this Section 18,
Landlord shall have the right to terminate any and all subleases, licenses,
concessions or other consensual arrangements for possession entered into by
Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed
to Tenant's interest in such subleases, licenses, concessions or arrangements.
In the event of Landlord's election to succeed to Tenant's interest in any such
subleases, licenses, concessions or arrangements, Tenant shall, as of the date
of notice by Landlord of such election, have no further right to or interest in
the rent or other consideration receivable thereunder.

         (d) EFFORTS TO RELET. For the purposes of this Section 18, Tenant's
right to possession shall not be deemed to have been terminated by efforts of
Landlord to relet the Premises, by its acts of maintenance or preservation with
respect to the Premises, or by appointment of a receiver to protect Landlord's
interests hereunder. The foregoing enumeration is not exhaustive, but merely
illustrative of acts which may be performed by Landlord without terminating
Tenant's right to possession.

     19. PAYMENT BY TENANT; NON-WAIVER; CUMULATIVE REMEDIES.

         (a) PAYMENT BY TENANT. Upon any Event of Default, Tenant shall pay to
Landlord all costs incurred by Landlord (including court costs and reasonable
attorneys' fees and expenses) in (1) obtaining possession of the Premises, (2)
removing and storing Tenant's or any other occupant's property, (3) repairing,
restoring, altering, remodeling, or otherwise putting the Premises into
condition acceptable to a new tenant, (4) performing Tenant's obligations which
Tenant failed to perform, and (5) enforcing, or advising Landlord of, its
rights, remedies, and recourses arising out of the Event of Default. To the full
extent permitted by law, Landlord and Tenant agree the federal and state courts
of the state in which the Premises are located shall have exclusive jurisdiction
over any matter relating to or arising from this Lease and the parties' rights
and obligations under this Lease.

         (b) NO WAIVER. Landlord's acceptance of Rent following an Event of
Default shall not waive Landlord's rights regarding such Event of Default. No
waiver by Landlord of any violation or breach of any of the terms contained
herein shall waive Landlord's rights regarding any future violation of such
term. Landlord's acceptance of any partial payment of Rent shall not waive
Landlord's rights with regard to the remaining portion of the Rent that is due,
regardless of any endorsement or other statement on any instrument delivered in
payment of Rent or any writing delivered in connection therewith; accordingly,
Landlord's acceptance of a partial payment of Rent shall not constitute an
accord and satisfaction of the full amount of the Rent that is due.

         (c) CUMULATIVE REMEDIES. Any and all remedies set forth in this Lease:
(1) shall be in addition to any and all other remedies Landlord may have at law
or in equity, (2) shall be cumulative, and (3) may be pursued successively or
concurrently as Landlord may elect. The exercise of any remedy by Landlord shall
not be deemed an election of remedies or preclude Landlord from exercising any
other remedies in the future.

     20. LANDLORD'S LIEN. In addition to any statutory landlord's lien, now or
hereafter enacted, Tenant grants to Landlord, to secure performance of Tenant's
obligations hereunder, a security interest in all goods (including equipment and
inventory), fixtures, and other personal property of Tenant situated on the
Premises, and all proceeds thereof (the "COLLATERAL"), and the Collateral shall
not be removed from the Premises without the prior written consent of Landlord
(other than in Tenant's ordinary course of business) until all obligations of
Tenant have been fully performed. Upon the occurrence of an Event of Default,
Landlord may, in addition to all other remedies, without notice or demand except
as provided below, exercise the rights afforded to a secured party under the
Uniform Commercial Code of the state in which the Premises are located



                                       13
<PAGE>   21

(the "UCC"). To the extent the UCC requires Landlord to give to Tenant notice of
any act or event and such notice cannot be validly waived before a default
occurs, then five-days' prior written notice thereof shall be reasonable notice
of the act or event. Tenant grants to Landlord a power of attorney to execute
and file any financing statement or other instrument necessary to perfect
Landlord's security interest under this Section 20, which power is coupled with
an interest and is irrevocable during the Term. Landlord may also file a copy of
this Lease as a financing statement to perfect its security interest in the
Collateral. Within ten days following written request therefor, Tenant shall
execute financing statements to be filed of record to perfect Landlord's
security interest in the Collateral.

     21. SURRENDER OF PREMISES. No act by Landlord shall be deemed an acceptance
of a surrender of the Premises, and no agreement to accept a surrender of the
Premises shall be valid unless it is in writing and signed by Landlord. At the
expiration or termination of this Lease, Tenant shall deliver to Landlord the
Premises with all improvements located therein in good repair and condition,
free of Hazardous Materials placed on the Premises during the Term, broom-clean,
reasonable wear and tear (and condemnation and Casualty damage not caused by
Tenant, as to which Sections 14 and 15 shall control) excepted, and shall
deliver to Landlord all keys to the Premises. Provided that Tenant has performed
all of its obligations hereunder, Tenant may remove all unattached trade
fixtures, furniture, and personal property placed in the Premises or elsewhere
in the Building by Tenant (but Tenant may not remove any such item which was
paid for, in whole or in part, by Landlord or any wiring or cabling unless
Landlord requires such removal). Additionally, at Landlord's option, Tenant
shall remove such alterations, additions, improvements, trade fixtures, personal
property, equipment, wiring, cabling, and furniture as Landlord may request;
however, Tenant shall not be required to remove any addition or improvement to
the Premises if Landlord has specifically agreed in writing that the improvement
or addition in question need not be removed. Tenant shall repair all damage
caused by such removal. All items not so removed shall, at Landlord's option, be
deemed to have been abandoned by Tenant and may be appropriated, sold, stored,
destroyed, or otherwise disposed of by Landlord without notice to Tenant and
without any obligation to account for such items; any such disposition shall not
be considered a strict foreclosure or other exercise of Landlord's rights in
respect of the security interest granted under Section 20. The provisions of
this Section 21 shall survive the end of the Term.

     22. HOLDING OVER. If Tenant fails to vacate the Premises at the end of the
Term, then Tenant shall be a tenant at sufferance and, in addition to all other
damages and remedies to which Landlord may be entitled for such holding over,
(a) Tenant shall pay, in addition to the other Rent, Basic Rent equal to the
greater of (1) 150% of the Basic Rent payable during the last month of the Term,
or (2) 125% of the prevailing rental rate in the Building for similar space, and
(b) Tenant shall otherwise continue to be subject to all of Tenant's obligations
under this Lease. The provisions of this Section 22 shall not be deemed to limit
or constitute a waiver of any other rights or remedies of Landlord provided
herein or at law. If Tenant fails to surrender the Premises upon the termination
or expiration of this Lease, in addition to any other liabilities to Landlord
accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord
harmless from all loss, costs (including reasonable attorneys' fees) and
liability resulting from such failure, including any claims made by any
succeeding tenant founded upon such failure to surrender, and any lost profits
to Landlord resulting therefrom.

     23. CERTAIN RIGHTS RESERVED BY LANDLORD. Provided that the exercise of such
rights does not unreasonably interfere with Tenant's occupancy of the Premises,
Landlord shall have the following rights:

         (a) BUILDING OPERATIONS. To decorate and to make inspections, repairs,
alterations, additions, changes, or improvements, whether structural or
otherwise, in and about the Building, or any part thereof; to enter upon the
Premises (after giving Tenant reasonable notice thereof, which may be oral
notice, except in cases of real or apparent emergency, in which case no notice
shall be required) and, during the continuance of any such work, to temporarily
close doors, entryways, public space, and corridors in the Building; to
interrupt or temporarily suspend Building services and facilities; to change the
name of the Building; and to change the arrangement and location of entrances or
passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or
other public parts of the Building;



                                       14
<PAGE>   22

         (b) SECURITY. To take such reasonable measures as Landlord deems
advisable for the security of the Building and its occupants; evacuating the
Building for cause, suspected cause, or for drill purposes; temporarily denying
access to the Building; and closing the Building after normal business hours and
on Sundays and holidays, subject, however, to Tenant's right to enter when the
Building is closed after normal business hours under such reasonable regulations
as Landlord may prescribe from time to time;

         (c) PROSPECTIVE PURCHASERS AND LENDERS. To enter the Premises at all
reasonable hours to show the Premises to prospective purchasers or lenders; and

         (d) PROSPECTIVE TENANTS. At any time during the last 12 months of the
Term (or earlier if Tenant has notified Landlord in writing that it does not
desire to renew the Term) or at any time following the occurrence of an Event of
Default, to enter the Premises at all reasonable hours to show the Premises to
prospective tenants.

     24. SUBSTITUTION SPACE. Landlord may, at Landlord's expense, relocate
Tenant within the Building to space which is comparable in size, utility and
condition to the Premises. If Landlord relocates Tenant, Landlord shall
reimburse Tenant for Tenant's reasonable out-of-pocket expenses for moving
Tenant's furniture, equipment, and supplies from the Premises to the relocation
space and for reprinting Tenant's stationery of the same quality and quantity as
Tenant's stationery supply on hand immediately before Landlord's notice to
Tenant of the exercise of this relocation right. Upon such relocation, the
relocation space shall be deemed to be the Premises and the terms of the Lease
shall remain in full force and shall apply to the relocation space.

     25. MISCELLANEOUS.

         (a) LANDLORD TRANSFER. Landlord may transfer any portion of the
Building and any of its rights under this Lease. If Landlord assigns its rights
under this Lease, then Landlord shall thereby be released from any further
obligations hereunder arising after the date of transfer, provided that the
assignee assumes Landlord's obligations hereunder in writing.

         (b) LANDLORD'S LIABILITY. The liability of Landlord (and its partners,
shareholders or members) to Tenant (or any person or entity claiming by, through
or under Tenant) for any default by Landlord under the terms of this Lease or
any matter relating to or arising out of the occupancy or use of the Premises
and/or other areas of the Building shall be limited to Tenant's actual direct,
but not consequential, damages therefor and shall be recoverable only from the
interest of Landlord in the Building, and Landlord and its partners,
shareholders or members shall be personally liable for any deficiency.

         (c) FORCE MAJEURE. Other than for Tenant's obligations under this Lease
that can be performed by the payment of money (e.g., payment of Rent and
maintenance of insurance), whenever a period of time is herein prescribed for
action to be taken by either party hereto, such party shall not be liable or
responsible for, and there shall be excluded from the computation of any such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws, regulations, or restrictions, or any
other causes of any kind whatsoever which are beyond the control of such party.

         (d) BROKERAGE. Neither Landlord nor Tenant has dealt with any broker or
agent in connection with the negotiation or execution of this Lease, other than
Landlord's broker Grubb & Ellis (B. Carrel/N. Morse), and Tenant's broker, Grubb
& Ellis (B. Carrel/N. Morse), whose commission shall be paid by Landlord
pursuant to a separate written agreement. Tenant and Landlord shall each
indemnify the other against all costs, expenses, attorneys' fees, liens and
other liability for commissions or other compensation claimed by any broker or
agent claiming the same by, through, or under the indemnifying party.

         (e) ESTOPPEL CERTIFICATES. From time to time, Tenant shall furnish to
any party designated by Landlord, within ten days after Landlord has made a
request therefor, a certificate signed by Tenant confirming and containing such
factual certifications and representations as to this Lease as Landlord may
reasonably request. Unless otherwise required by Landlord's



                                       15
<PAGE>   23

Mortgagee or a prospective purchaser or mortgagee of the Building, the initial
form of estoppel certificate to be signed by Tenant is attached hereto as
EXHIBIT F.

         (f) NOTICES. All notices and other communications given pursuant to
this Lease shall be in writing and shall be (1) mailed by first class, United
States Mail, postage prepaid, certified, with return receipt requested, and
addressed to the parties hereto at the address specified in the Basic Lease
Information, (2) hand delivered to the intended address, (3) sent by a
nationally recognized overnight courier service, or (4) sent by facsimile
transmission during normal business hours followed by a confirmatory letter sent
in another manner permitted hereunder. All notices shall be effective upon
delivery to the address of the addressee. The parties hereto may change their
addresses by giving notice thereof to the other in conformity with this
provision.

         (g) SEPARABILITY. If any clause or provision of this Lease is illegal,
invalid, or unenforceable under present or future laws, then the remainder of
this Lease shall not be affected thereby and in lieu of such clause or
provision, there shall be added as a part of this Lease a clause or provision as
similar in terms to such illegal, invalid, or unenforceable clause or provision
as may be possible and be legal, valid, and enforceable.

         (h) AMENDMENTS; BINDING EFFECT. This Lease may not be amended except by
instrument in writing signed by Landlord and Tenant. No provision of this Lease
shall be deemed to have been waived by Landlord unless such waiver is in writing
signed by Landlord, and no custom or practice which may evolve between the
parties in the administration of the terms hereof shall waive or diminish the
right of Landlord to insist upon the performance by Tenant in strict accordance
with the terms hereof. The terms and conditions contained in this Lease shall
inure to the benefit of and be binding upon the parties hereto, and upon their
respective successors in interest and legal representatives, except as otherwise
herein expressly provided. This Lease is for the sole benefit of Landlord and
Tenant, and, other than Landlord's Mortgagee, no third party shall be deemed a
third party beneficiary hereof.

         (i) QUIET ENJOYMENT. Provided Tenant has performed all of its
obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the
Premises for the Term, without hindrance from Landlord or any party claiming by,
through, or under Landlord, but not otherwise, subject to the terms and
conditions of this Lease.

         (j) NO MERGER. There shall be no merger of the leasehold estate hereby
created with the fee estate in the Premises or any part thereof if the same
person acquires or holds, directly or indirectly, this Lease or any interest in
this Lease and the fee estate in the leasehold Premises or any interest in such
fee estate.

         (k) NO OFFER. The submission of this Lease to Tenant shall not be
construed as an offer, and Tenant shall not have any rights under this Lease
unless Landlord executes a copy of this Lease and delivers it to Tenant.

         (l) ENTIRE AGREEMENT. This Lease constitutes the entire agreement
between Landlord and Tenant regarding the subject matter hereof and supersedes
all oral statements and prior writings relating thereto. Except for those set
forth in this Lease, no representations, warranties, or agreements have been
made by Landlord or Tenant to the other with respect to this Lease or the
obligations of Landlord or Tenant in connection therewith. The normal rule of
construction that any ambiguities be resolved against the drafting party shall
not apply to the interpretation of this Lease or any exhibits or amendments
hereto.

         (m) WAIVER OF JURY TRIAL. To the maximum extent permitted by law,
Landlord and Tenant each waive right to trial by jury in any litigation arising
out of or with respect to this Lease.

         (n) GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the state in which the Premises are located.

         (o) RECORDING. Tenant shall not record this Lease without the prior
written consent of Landlord, which consent may be withheld or denied in the sole
and absolute discretion



                                       16
<PAGE>   24

of Landlord.

         (p) JOINT AND SEVERAL LIABILITY. If Tenant is comprised of more than
one party, each such party shall be jointly and severally liable for Tenant's
obligations under this Lease. All unperformed obligations of Tenant at the end
of the Term shall survive.

         (q) FINANCIAL REPORTS. Within 15 days after Landlord's request, Tenant
will furnish Tenant's most recent audited financial statements (including any
notes to them) to Landlord, or, if no such audited statements have been
prepared, such other financial statements (and notes to them) as may have been
prepared by an independent certified public accountant or, failing those,
Tenant's internally prepared financial statements. If Tenant is a publicly
traded corporation, Tenant may satisfy its obligations hereunder by providing to
Landlord Tenant's most recent annual and quarterly reports. Tenant will discuss
its financial statements with Landlord and, following the occurrence of an Event
of Default hereunder, will give Landlord access to Tenant's books and records in
order to enable Landlord to verify the financial statements. Landlord will not
disclose any aspect of Tenant's financial statements that Tenant designates to
Landlord as confidential except (1) to Landlord's Mortgagee or prospective
mortgagees or purchasers of the Building, (2) in litigation between Landlord and
Tenant, and (3) if required by court order. Tenant shall not be required to
deliver the financial statements required under this Section 25.(q) more than
once in any 12-month period unless requested by Landlord's Mortgagee or a
prospective buyer or lender of the Building or an Event of Default occurs.

         (r) LANDLORD'S FEES. Whenever Tenant requests Landlord to take any
action not required of it hereunder or give any consent required or permitted
under this Lease, Tenant will reimburse Landlord for Landlord's reasonable,
out-of-pocket costs payable to third parties and incurred by Landlord in
reviewing the proposed action or consent, including reasonable attorneys',
engineers' or architects' fees, within 30 days after Landlord's delivery to
Tenant of a statement of such costs. Tenant will be obligated to make such
reimbursement without regard to whether Landlord consents to any such proposed
action.

         (s) ATTORNEYS' FEES. In the event that either Landlord or Tenant should
bring suit for the possession of the Premises, for the recovery of any sum due
under this Lease, or because of the breach of any provision of this Lease or for
any other relief against the other, then all costs and expenses, including
reasonable attorneys' fees, incurred by the prevailing party therein, shall be
paid by the other party, which obligation on the part of the other party shall
be deemed to have accrued on the date of the commencement of such action and
shall be enforceable whether or not the action is prosecuted to judgment.

         (t) TELECOMMUNICATIONS. Tenant and its telecommunications companies,
including local exchange telecommunications companies and alternative access
vendor services companies, shall have no right of access to and within the
Building, for the installation and operation of telecommunications systems,
including voice, video, data, Internet, and any other services provided over
wire, fiber optic, microwave, wireless, and any other transmission systems
("TELECOMMUNICATIONS SERVICES"), for part or all of Tenant's telecommunications
within the Building and from the Building to any other location without
Landlord's prior written consent. All providers of Telecommunications Services
shall be required to comply with the rules and regulations of the Building,
applicable Laws and Landlord's policies and practices for the Building. Tenant
acknowledges that Landlord shall not be required to provide or arrange for any
Telecommunications Services and that Landlord shall have no liability to any
Tenant Party in connection with the installation, operation or maintenance of
Telecommunications Services or any equipment or facilities relating thereto.
Tenant, at its cost and for its own account, shall be solely responsible for
obtaining all Telecommunications Services.

         (u) CONFIDENTIALITY. Tenant acknowledges that the terms and conditions
of this Lease are to remain confidential for Landlord's benefit, and may not be
disclosed by Tenant to anyone, by any manner or means, directly or indirectly,
without Landlord's prior written consent. The consent by Landlord to any
disclosures shall not be deemed to be a waiver on the part of Landlord of any
prohibition against any future disclosure.



                                       17
<PAGE>   25

         (v) AUTHORITY. Tenant (if a corporation, partnership or other business
entity) hereby represents and warrants to Landlord that Tenant is a duly formed
and existing entity qualified to do business in the state in which the Premises
are located, that Tenant has full right and authority to execute and deliver
this Lease, and that each person signing on behalf of Tenant is authorized to do
so. Landlord hereby represents and warrants to Tenant that Landlord is a duly
formed and existing entity qualified to do business in the state in which the
Premises are located, that Landlord has full right and authority to execute and
deliver this Lease, and that each person signing on behalf of Landlord is
authorized to do so.

         (w) HAZARDOUS MATERIALS. The term "HAZARDOUS MATERIALS" means any
substance, material, or waste which is now or hereafter classified or considered
to be hazardous, toxic, or dangerous under any Law relating to pollution or the
protection or regulation of human health, natural resources or the environment,
or poses or threatens to pose a hazard to the health or safety of persons on the
Premises or in the Building. Tenant shall not use, generate, store, or dispose
of, or permit the use, generation, storage or disposal of Hazardous Materials on
or about the Premises or the Building except in a manner and quantity necessary
for the ordinary performance of Tenant's business, and then in compliance with
all Laws. If Tenant breaches its obligations under this Section 25.(w), Landlord
may immediately take any and all action reasonably appropriate to remedy the
same, including taking all appropriate action to clean up or remediate any
contamination resulting from Tenant's use, generation, storage or disposal of
Hazardous Materials. Tenant shall defend, indemnify, and hold harmless Landlord
and its representatives and agents from and against any and all claims, demands,
liabilities, causes of action, suits, judgments, damages and expenses (including
reasonable attorneys' fees and cost of clean up and remediation) arising from
Tenant's failure to comply with the provisions of this Section 25.(w). This
indemnity provision shall survive termination or expiration of this Lease.

         (x) PARKING. Tenant shall have the right to the nonexclusive use of
twenty-one (21) unreserved parking spaces in the parking garage/area associated
with the Building (the "PARKING AREA") during the initial term at no charge and
subject to such terms, conditions and regulations as are from time to time
applicable to patrons of the Parking Area.

         (y) SIGNAGE. Tenant shall not erect or maintain any temporary or
permanent sign on or about the Premises or the Building or visible from the
exterior without obtaining prior written approval from Landlord, which may be
granted or withheld in Landlord's sole and absolute discretion. Any request for
approval of a sign shall be made in such detail, as Landlord shall request. All
signs, whether erected by Landlord or Tenant, shall conform to Landlord's
building standard signage and to all laws, ordinances, rules, regulations,
permits, covenants, conditions, restrictions, and easements pertaining to signs
and shall be at Tenant's expense. In the event of a violation of the foregoing
by Tenant, Landlord may remove same without any liability, and may charge the
expense incurred in such removal to Tenant. Tenant shall remove all approved
signs, which it has erected upon the termination of the Lease and repair all
damage caused by such removal.

         (z) LIST OF EXHIBITS. All exhibits and attachments attached hereto are
incorporated herein by this reference.

          Exhibit A -       Outline of Premises
          Exhibit B -       Description of the Land
          Exhibit C -       Building Rules and Regulations
          Exhibit D -       Tenant Finish-Work
          Exhibit E -       Form of Confirmation of Commencement Date Letter
          Exhibit F -       Form of Tenant Estoppel Certificate

LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES
ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION
TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE
PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT
ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY



                                       18
<PAGE>   26

LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

         Dated as of the date first above written.


LANDLORD:                      WXI/AJP REAL ESTATE LIMITED
                               PARTNERSHIP, a Delaware limited partnership

                               By: WXI/AJP Gen-Par, Inc., a Delaware
                                   corporation, General Partner

                               By: /s/ Nancy M. Haag
                                  -------------------------------------------
                               Name: Nancy M. Haag
                               Title: Assistant Vice President


TENANT:                        LEASECOMM CORPORATION,
                               a Massachusetts corporation

                               By: /s/ Richard F. Latour
                                  --------------------------------------------
                               Name: Richard F. Latour
                               Title: Executive Vice President, COO/CFO

                               By:
                                  --------------------------------------------
                               Name:
                                    -----------------------------------------
                               Title:
                                     ----------------------------------------




                                       19
<PAGE>   27


                                   EXHIBIT A


                              OUTLINE OF PREMISES





                                  [PARCEL MAP]




                                      A-1

<PAGE>   28


                                    EXHIBIT B


                             DESCRIPTION OF THE LAND



PARCEL ONE:

PARCEL 1, PARCEL MAP 4180, FILED DECEMBER 27, 1983, BOOK 141 OF PARCEL MAPS,
PAGES 79 AND 80, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

A NON-EXCLUSIVE EASEMENT, APPURTENANT TO PARCEL ONE ABOVE, FOR THE INSTALLATION,
CONSTRUCTION, OPERATION, MAINTENANCE, REPAIR AND REPLACEMENT OF A ROADWAY AND
WALKING, AND FOR THE INSTALLATION, PLANTING, CONSTRUCTION, OPERATION,
MAINTENANCE, REPAIR AND REPLACEMENT OF LANDSCAPING AND OTHER PLANTINGS AND ALL
IRRIGATION AND DRAINAGE FACILITIES REQUIRED THEREFOR, AS GRANTED IN PARAGRAPH 3
OF THAT CERTAIN DOCUMENT ENTITLED, "DECLARATION OF RESTRICTIONS CREATING
ROADWAY, WALKWAY AND LANDSCAPING BASEMENT, RECORDED JULY 31, 1990, SERIES NO.
90-207536, ALAMEDA COUNTY RECORDS, WITHIN THE FOLLOWING DESCRIBED LAND:

BEGINNING AT THE SOUTHEASTERLY CORNER OF PARCEL 1 AS SHOWN ON PARCEL MAP 4180,
FILED DECEMBER 27, 1983, IN BOOK 141 OF PARCEL MAPS, AT PAGES 79 AND 80, ALSO
BEING A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF HOWRY SCHOOL ROAD; THENCE
FROM SAID POINT OF BEGINNING SOUTHERLY ALONG SAID RIGHT-OF-WAY LINE ALONG A
CURVE TO THE LEFT WITH A RADIUS OF 414.00 FEET A DISTANCE OF 11.514 FEET TO A
POINT OF REVERSE CURVATURE THENCE SOUTHERLY ALONG A CURVE TO THE RIGHT, WITH A
RADIUS OF 154.00 FEET A DISTANCE OF 8.570 FEET; THENCE SOUTH 89deg.39'19" WEST,
105.776 FEET; THENCE NORTH 37deg.22'07" WEST, 116.00 FEET; THENCE NORTH
40deg.30'38" WEST, 100.00 FEET, THENCE SOUTH 01deg.50'35" WEST, 70.00 FEET;
THENCE NORTH 57deg.22'07" WEST 206.812 FEET; THENCE NORTH 43deg.19'57" WEST,
202.03 FEET; THENCE SOUTH 57deg.22'07" EAST, 717.00 FEET; THENCE NORTH
89deg.39'19" EAST, 44.67 FEET TO THE POINT OF BEGINNING.

PARCEL THREE:

A NON-EXCLUSIVE EASEMENT, APPURTENANT TO PARCEL ONE ABOVE, FOR PEDESTRIAN AND
AUTOMOTIVE, INGRESS, EGRESS, PASSAGE AND PARKING, AS GRANTED IN PARAGRAPH 2 OF
THAT CERTAIN DOCUMENT ENTITLED "DECLARATION OF RESTRICTIONS CREATING PARKING
EASEMENT", RECORDED JULY 31, 1990, SERIES NO. 90-207333, ALAMEDA COUNTY RECORDS,
WITHIN THE FOLLOWING DESCRIBED LAND:

BEGINNING AT THE NORTHEASTERLY CORNER OF PARCEL 1, AS SHOWN ON PARCEL MAP 4180,
FILED DECEMBER 27, 1983, BOOK 141 OF PARCEL MAPS, PAGES 79 AND 80, ALSO BEING A
POINT ON THE SOUTH ERLY RIGHT-OF-WAY LINE OF BALENTINE DRIVE; THENCE FROM SAID
POINT OF BEGINNING SOUTH 33deg. 42' 15" WEST, 134.95 FEET; THENCE NORTH 56" 17'
20" WEST, 178.97 FEET; THENCE NORTH 32deg. 27' 53" EAST, 131.87 FEET TO A POINT
OF SAID SOUTHERLY RIGHT-OF-WAY LINE; THENCE ALONG SAID RIGHT-OF-WAY LINE SOUTH
56deg. 17' 20" EAST, 118.24 FEET; THENCE ALONG THE CURVE OF THE SOUTHERLY
RIGHT-OF-WAY, LINE, WITH A RADIUS OF 644.00 FEET, 63.30 FEET TO THE POINT OF
BEGINNING.

ASSESSOR'S PARCEL NUMBER: 901-0195-001



                                      B-1

<PAGE>   29

                                  EXHIBIT C


                         BUILDING RULES AND REGULATIONS

         The following rules and regulations shall apply to the Premises, the
Building, the parking garage associated therewith, and the appurtenances
thereto:

         1. Sidewalks, doorways, vestibules, halls, stairways, and other similar
areas shall not be obstructed by tenants or used by any tenant for purposes
other than ingress and egress to and from their respective leased premises and
for going from one to another part of the Building.

         2. Plumbing, fixtures and appliances shall be used only for the
purposes for which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or deposited therein. Damage resulting to any such
fixtures or appliances from misuse by a tenant or its agents, employees or
invitees, shall be paid by such tenant.

         3. No signs, advertisements or notices shall be painted or affixed on
or to any windows or doors or other part of the Building without the prior
written consent of Landlord. No nails, hooks or screws (other than those which
are necessary to hang paintings, prints, pictures, or other similar items on the
Premises' interior walls) shall be driven or inserted in any part of the
Building except by Building maintenance personnel. No curtains or other window
treatments shall be placed between the glass and the Building standard window
treatments.

         4. Landlord shall provide and maintain an alphabetical directory for
all tenants in the main lobby of the Building.

         5. Landlord shall provide all door locks in each tenant's leased
premises, at the cost of such tenant, and no tenant shall place any additional
door locks in its leased premises without Landlord's prior written consent.
Landlord shall furnish to each tenant a reasonable number of keys to such
tenant's leased premises, at such tenant's cost, and no tenant shall make a
duplicate thereof.

         6. Movement in or out of the Building of furniture or office equipment,
or dispatch or receipt by tenants of any bulky material, merchandise or
materials which require use of elevators or stairways, or movement through the
Building entrances or lobby shall be conducted under Landlord's supervision at
such times and in such a manner as Landlord may reasonably require. Each tenant
assumes all risks of and shall be liable for all damage to articles moved and
injury to persons or public engaged or not engaged in such movement, including
equipment, property and personnel of Landlord if damaged or injured as a result
of acts in connection with carrying out this service for such tenant.

         7. Landlord may prescribe weight limitations and determine the
locations for safes and other heavy equipment or items, which shall in all cases
be placed in the Building so as to distribute weight in a manner acceptable to
Landlord which may include the use of such supporting devices as Landlord may
require. All damages to the Building caused by the installation or removal of
any property of a tenant, or done by a tenant's property while in the Building,
shall be repaired at the expense of such tenant.

         8. Corridor doors, when not in use, shall be kept closed. Nothing shall
be swept or thrown into the corridors, halls, elevator shafts or stairways. No
birds or animals (other than seeing-eye dogs) shall be brought into or kept in,
on or about any tenant's leased premises. No portion of any tenant's leased
premises shall at any time be used or occupied as sleeping or lodging quarters.

         9. Tenant shall cooperate with Landlord's employees in keeping its
leased premises neat and clean. Tenants shall not employ any person for the
purpose of such cleaning other than the Building's cleaning and maintenance
personnel.

         10. To ensure orderly operation of the Building, no ice, mineral or
other water, towels, newspapers, etc. shall be delivered to any leased area
except by persons approved by Landlord.


                                      C-1
<PAGE>   30
         11. Tenant shall not make or permit any vibration or improper,
objectionable or unpleasant noises or odors in the Building or otherwise
interfere in any way with other tenants or persons having business with them.

         12. No machinery of any kind (other than normal office equipment) shall
be operated by any tenant on its leased area without Landlord's prior written
consent, nor shall any tenant use or keep in the Building any flammable or
explosive fluid or substance (other than typical office supplies [e.g.,
photocopier toner] used in compliance with all Laws).

         13. Landlord will not be responsible for lost or stolen personal
property, money or jewelry from tenant's leased premises or public or common
areas regardless of whether such loss occurs when the area is locked against
entry or not.

         14. No vending or dispensing machines of any kind may be maintained in
any leased premises without the prior written permission of Landlord.

         15. Tenant shall not conduct any activity on or about the Premises or
Building which will draw pickets, demonstrators, or the like.

         16. All vehicles are to be currently licensed, in good operating
condition, parked for business purposes having to do with Tenant's business
operated in the Premises, parked within designated parking spaces, one vehicle
to each space. No vehicle shall be parked as a "billboard" vehicle in the
parking lot. Any vehicle parked improperly may be towed away. Tenant, Tenant's
agents, employees, vendors and customers who do not operate or park their
vehicles as required shall subject the vehicle to being towed at the expense of
the owner or driver. Landlord may place a "boot" on the vehicle to immobilize it
and may levy a charge of $50.00 to remove the "boot." Tenant shall indemnify,
hold and save harmless Landlord of any liability arising from the towing or
booting of any vehicles belonging to a Tenant Party.

         17. No tenant may enter into phone rooms, electrical rooms, mechanical
rooms, or other service areas of the Building unless accompanied by Landlord or
the Building manager.


                                      C-2
<PAGE>   31
                                    EXHIBIT D

                    TENANT FINISH-WORK: WORK OF LIMITED SCOPE
                          (Landlord Performs the Work)

     1. ACCEPTANCE OF PREMISES. Except as set forth in this Exhibit, Tenant
accepts the Premises in their "AS-IS" condition on the date that this Lease is
entered into.

     2. SCOPE OF WORK. Landlord shall perform the following work in the Premises
(the "WORK"):

          a.   Nonstructural installations for the Premises requested by Tenant,
               using Building-standard materials and Building-standard
               quantities selected by Tenant, in accordance with any design or
               space plans required by Landlord.

          b.   Repaint the existing painted walls in the Premises with
               Building-standard paint in Tenant's choice of color in
               Building-standard quantities.

          c.   Install Building-standard carpet in the Premises in Tenant's
               choice of color.

Within three business days after the date of this Lease, Tenant shall select all
Building-standard materials to be incorporated into the Work and give written
notice of such selection to Landlord.

     3. COST OF THE WORK. The entire cost of performing the Work (including
design of the Work and preparation of any working drawings, costs of
construction labor and materials, related taxes and insurance costs, and the
construction supervision fee referenced in Section 5 of this Exhibit, all of
which costs are herein collectively called the "TOTAL CONSTRUCTION COSTS") in
excess of the Construction Allowance (hereinafter defined) shall be paid by
Tenant. Upon substantial completion of the Work (as reasonably determined by
Landlord) and before Tenant occupies the Premises to conduct business therein,
Tenant shall pay to Landlord an amount equal to the Total Construction Costs (as
adjusted for any approved changes to the Work), less the amount of the
Construction Allowance. In the event of default of payment of such excess costs,
Landlord (in addition to all other remedies) shall have the same rights as for
an Event of Default under the Lease.

     4. CONSTRUCTION ALLOWANCE. Landlord shall provide to Tenant a construction
allowance not to exceed $30,000.00 in the Premises (the "CONSTRUCTION
ALLOWANCE") to be applied toward the Total Construction Costs, as adjusted for
any changes to the Work. The Construction Allowance shall not be disbursed to
Tenant in cash, but shall be applied by Landlord to the payment of the Total
Construction Costs, if, as, and when the cost of the Work is actually incurred
and paid by Landlord. The Construction Allowance must be used within six months
following the Commencement Date or shall be deemed forfeited with no further
obligation by Landlord with respect thereto.

     5. CONSTRUCTION MANAGEMENT. Landlord or its Affiliate or agent shall
supervise the Work, make disbursements required to be made to the contractor,
and act as a liaison between the contractor and Tenant and coordinate the
relationship between the Work, the Building and the Building's Systems. In
consideration for Landlord's construction supervision services, Tenant shall pay
to Landlord a construction supervision fee equal to five percent of the Total
Construction Costs.

     6. DEFINITIONS. As used herein, a "TENANT DELAY DAY" shall mean each day of
delay in the performance of the Work that occurs (a) because of Tenant's failure
to timely deliver or approve any required documentation or to timely select the
Building-standard materials to be incorporated into the Work (and notify
Landlord thereof), (b) because of any change in the Work requested by Tenant,
(c) because of any specification by Tenant of materials or installations in
addition to or other than Landlord's standard finish-out materials, or (d)
because a Tenant Party otherwise delays completion of the Work. As used herein
"SUBSTANTIAL COMPLETION," "SUBSTANTIALLY COMPLETED," and any derivations thereof
mean the Work in the Premises is substantially completed (as reasonably
determined by Landlord) in substantial accordance with this Exhibit. Substantial
Completion shall have occurred even though minor details of construction,
decoration, landscaping and mechanical adjustments remain to be completed by
Landlord.

<PAGE>   32
                                    EXHIBIT E


                        CONFIRMATION OF COMMENCEMENT DATE


     --------------, ---


Leasecomm Corporation
39889 Balentine Drive, Suite 365
Newark, California 94560

         Re:      Lease Agreement (the "LEASE") dated May 3, 2000, between
                  WXI/AJP Real Estate Limited Partnership, a Delaware limited
                  partnership ("LANDLORD"), and Leasecomm Corporation, a
                  Massachusetts corporation ("TENANT"). Capitalized terms used
                  herein but not defined shall be given the meanings assigned to
                  them in the Lease.

Ladies and Gentlemen:

         Landlord and Tenant agree as follows:

         1. CONDITION OF PREMISES. Tenant has accepted possession of the
Premises pursuant to the Lease. Any improvements required by the terms of the
Lease to be made by Landlord have been completed to the full and complete
satisfaction of Tenant in all respects except for the punchlist items described
on EXHIBIT A hereto (the "PUNCHLIST ITEMS"), and except for such Punchlist
Items, Landlord has fulfilled all of its duties under the Lease with respect to
such initial tenant improvements. Furthermore, Tenant acknowledges that the
Premises are suitable for the Permitted Use.

         2. COMMENCEMENT DATE. The Commencement Date of the Lease is __________,
______.

         3. EXPIRATION DATE. The Term is scheduled to expire on the last day of
the ___th full calendar month of the Term, which date is ______________, 200__.

         4. CONTACT PERSON. Tenant's contact person in the Premises is:

             _____________________________
             _____________________________
             _____________________________
             Attention: __________________
             Telephone:  ____- ___-_____
             Telecopy:  ____- ___-_____

         5. RATIFICATION. Tenant hereby ratifies and confirms its obligations
under the Lease, and represents and warrants to Landlord that it has no defenses
thereto. Additionally, Tenant further confirms and ratifies that, as of the date
hereof, (a) the Lease is and remains in good standing and in full force and
effect, and (b) Tenant has no claims, counterclaims, set-offs or defenses
against Landlord arising out of the Lease or in any way relating thereto or
arising out of any other transaction between Landlord and Tenant.

         6. BINDING EFFECT; GOVERNING LAW. Except as modified hereby, the Lease
shall remain in full effect and this letter shall be binding upon Landlord and
Tenant and their respective successors and assigns. If any inconsistency exists
or arises between the terms of this letter and the terms of the Lease, the terms
of this letter shall prevail. This letter shall be governed by the laws of the
state in which the Premises are located.


                                      E-1
<PAGE>   33
         Please indicate your agreement to the above matters by signing this
letter in the space indicated below and returning an executed original to us.

                                   Sincerely,

                                   GRUBB & ELLIS MANAGEMENT


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


Agreed and accepted:

LEASECOMM CORPORATION,
a Massachusetts corporation


By:
   -----------------------------------------
Name: Richard F. Latour
Title: Executive Vice President, COO/CFO


                                      E-2
<PAGE>   34

                                    EXHIBIT A



                                 PUNCHLIST ITEMS








                                      A-1

<PAGE>   35
                                    EXHIBIT F


                       FORM OF TENANT ESTOPPEL CERTIFICATE


         The undersigned is the Tenant under the Lease (defined below) between
WXI/AJP Real Estate Limited Partnership, a Delaware limited partnership, as
Landlord, and the undersigned as Tenant, for the Premises on the third floor of
the office building located at 39899 Balentine Drive, Newark, California, 94560
and commonly known as Balentine Park, and hereby certifies as follows:

         1. The Lease consists of the original Lease Agreement dated as of May
3, 2000 between Tenant and Landlord ['s predecessor-in-interest] and the
following amendments or modifications thereto (if none, please state "none"):
________________________________________________________________________________
________________________________________________________________________________

The documents listed above are herein collectively referred to as the "LEASE"
and represent the entire agreement between the parties with respect to the
Premises. All capitalized terms used herein but not defined shall be given the
meaning assigned to them in the Lease.

         2. The Lease is in full force and effect and has not been modified,
supplemented or amended in any way except as provided in Section 1 above.

         3. The Term commenced on __________________, _____ and the Term
expires, excluding any renewal options, on _____________________, 200__, and
Tenant has no option to purchase all or any part of the Premises or the Building
or, except as expressly set forth in the Lease, any option to terminate or
cancel the Lease.

         4. Tenant currently occupies the Premises described in the Lease and
Tenant has not transferred, assigned, or sublet any portion of the Premises nor
entered into any license or concession agreements with respect thereto except as
follows (if none, please state "none"): ________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

         5. All monthly installments of Basic Rent, all Additional Rent and all
monthly installments of estimated Additional Rent have been paid when due
through __________________. The current monthly installment of Basic Rent is
$__________________.

         6. All conditions of the Lease to be performed by Landlord necessary to
the enforceability of the Lease have been satisfied and Landlord is not in
default thereunder. In addition, Tenant has not delivered any notice to Landlord
regarding a default by Landlord thereunder.

         7. As of the date hereof, there are no existing defenses or offsets,
or, to the undersigned's knowledge, claims or any basis for a claim, that the
undersigned has against Landlord and no event has occurred and no condition
exists, which, with the giving of notice or the passage of time, or both, will
constitute a default under the Lease.

         8. No rental has been paid more than 30 days in advance and no security
deposit has been delivered to Landlord except as provided in the Lease.

         9. If Tenant is a corporation, partnership or other business entity,
each individual executing this Estoppel Certificate on behalf of Tenant hereby
represents and warrants that Tenant is a duly formed and existing entity
qualified to do business in the state in which the Premises are located and that
Tenant has full right and authority to execute and deliver this Estoppel
Certificate and that each person signing on behalf of Tenant is authorized to do
so.

         10. There are no actions pending against Tenant under any bankruptcy or
similar laws


                                      F-1
<PAGE>   36

of the United States or any state.

         11. Other than in compliance with all applicable laws and incidental to
the ordinary course of the use of the Premises, the undersigned has not used or
stored any hazardous substances in the Premises.

         12. All tenant improvement work to be performed by Landlord under the
Lease has been completed in accordance with the Lease and has been accepted by
the undersigned and all reimbursements and allowances due to the undersigned
under the Lease in connection with any tenant improvement work have been paid in
full.

         Tenant acknowledges that this Estoppel Certificate may be delivered to
Landlord, Landlord's Mortgagee or to a prospective mortgagee or prospective
purchaser, and their respective successors and assigns, and acknowledges that
Landlord, Landlord's Mortgagee and/or such prospective mortgagee or prospective
purchaser will be relying upon the statements contained herein in disbursing
loan advances or making a new loan or acquiring the property of which the
Premises are a part and that receipt by it of this certificate is a condition of
disbursing loan advances or making such loan or acquiring such property.


Executed as of ____________, ____.


                               TENANT:

                               LEASECOMM CORPORATION, a
                               Massachusetts corporation


                               By:
                                  -------------------------------------------
                               Name: Richard F. Latour
                               Title: Executive Vice President, COO/CFO



                                      F-2