1530 Meridian Avenue (San Jose, CA) Standard Office Lease - Globetrotter Software Inc., The Christiano Family Trust and the Meridian Office Building

                          STANDARD OFFICE LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
       [LOGO OF AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION APPEARS HERE]

1.    Basic Lease Provisions ("Basic Lease Provisions")

      1.1   Parties: This Lease, dated, for reference purposes only, February 1,
            2000, is made by and between GLOBETROTTER SOFTWARE, INC. (herein
            called "Lessor"), and THE CHRISTIANO FAMILY TRUST, doing business
            under the name of MERIDIAN OFFICE BUILDING, (herein called
            "Lessee").

      1.2   Premises: Suite Number(s) 101, 102, 106, 108, 150, 202 floor,
            consisting of approximately 17,143 feet, more or less, as defined in
            paragraph 2 and as shown on Exhibit "A" hereto (the "Premises").

      1.3   Building: Commonly described as being located at 1530 Meridian Ave.,
            in the City of San Jose, County of Santa Clara, State of California.

      1.4   Use: Office space and 1200 daycare, subject to paragraph 6.

      1.5   Term: 5 years commencing February 1, 2000 ("Commencement Date") and
            ending January 31, 2005, as defined in paragraph 3.

      1.6   Base Rent: $33,429.00 per month, payable on the 1st day of each
            month, per paragraph 4.1.

      1.7   Base Rent Increase: On See Exhibit E the monthly Base Rent payable
            under paragraph 1.6 above shall be adjusted as provided in paragraph
            4.3 below.

      1.8   Rent Paid Upon Execution: $33,429 for Feb, $33,429 for deposit for
            _____________.

      1.9   Security Deposit: $33,429.00.

      1.10  Lessee's Share of Operating Expense Increase: 46.7% as defined in
            paragraph 4.2.

2.    Premises, Parking and Common Areas.

      2.1   Premises: The Premises are a portion of a building, herein sometimes
            referred to as the "Building" identified in paragraph 1.3 of the
            Basic Lease Provisions. "Building" shall include adjacent parking
            structures used in connection therewith. The Premises, the Building,
            the Common Areas, the land upon which the same are located, along
            with all other buildings and improvements thereon or thereunder, are
            herein collectively referred to as the "Office Building Project."
            Lessor hereby leases to Lessee and Lessee leases from Lessor for the
            term, at the rental, and upon all of the conditions set forth
            herein, the real property referred to in the Basic Lease Provisions,
            paragraph 1.2, as the "Premises," including rights to the Common
            Areas as hereinafter specified.

      2.2   Vehicle Parking: So long as Lessee is not in default, and subject to
            the rules and regulations attached hereto, and as established by
            Lessor from time to time, Lessee shall be entitled to rent and use
            any parking spaces in the Office Building Project at the monthly
            rate applicable from time to time for monthly parking as set by
            Lessor and/or its licensee.

            2.2.1 If Lessee commits, permits or allows any of the prohibited
                  activities described in the Lease or the rules then in effect,
                  then Lessor shall have the right, without notice, in addition
                  to



                  such other rights and remedies that it may have, to remove or
                  tow away the vehicle involved and charge the cost to Lessee,
                  which cost shall be immediately payable upon demand by Lessor.

            2.2.2 The monthly parking rate per parking space will be $ -0- per
                  month at the commencement of the term of this Lease, and is
                  subject to change upon five (5) days prior written notice to
                  Lessee. Monthly parking fees shall be payable one month in
                  advance prior to the first day of each calendar month.

      2.3   Common Areas -- Definition. The term "Common Areas" is defined as
            all areas and facilities outside the Premises and within the
            exterior boundary line of the Office Building Project that are
            provided and designated by the Lessor from time to time for the
            general non-exclusive use of Lessor, Lessee and of other lessees of
            the Office Building Project and their respective employees,
            suppliers, shippers, customers and invitees, including but not
            limited to common entrances, lobbies, corridors, stairways and
            stairwells, public restrooms, elevators, escalators, parking areas
            to the extent not otherwise prohibited by this Lease, loading and
            unloading areas, trash areas, roadways, sidewalks, walkways,
            parkways, ramps, driveways, landscaped areas and decorative walls.

      2.4   Common Areas -- Rules and Regulations. Lessee agrees to abide by and
            conform to the rules and regulations attached hereto as Exhibit B
            with respect to the Office Building Project and Common Areas, and to
            cause its employees, suppliers, shippers, customers, and invitees to
            so abide and conform. Lessor or such other person(s) as Lessor may
            appoint shall have the exclusive control and management of the
            Common Areas and shall have the right, from time to time, to modify,
            amend and enforce said rules and regulations. Lessor shall not be
            responsible to Lessee for the non-compliance with said rules and
            regulations by other lessees, their agents, employees and invitees
            of the Office Building Project.

      2.5   Common Areas-- Changes. Lessor shall have the right, in Lessor's
            sole discretion, from time to time:

                  (a)   To make changes to the Building interior and exterior
                        and Common Areas, including, without limitation, changes
                        in the location, size, shape, number, and appearance
                        thereof, including but not limited to the lobbies,
                        windows, stairways, air shafts, elevators, escalators,
                        restrooms, driveways, entrances, parking spaces, parking
                        areas, loading and unloading areas, ingress, egress,
                        direction of traffic, decorative walls, landscaped areas
                        and walkways; provided, however, Lessor shall at all
                        times provide the parking facilities required by
                        applicable law;

                  (b)   To close temporarily any of the Common Areas for
                        maintenance purposes so long as reasonable access to the
                        Premises remains available;

                  (c)   To designate other land and improvements outside the
                        boundaries of the Office Building Project to be a part
                        of the Common Areas, provided that such other land and
                        improvements have a reasonable and functional
                        relationship to the Office Building Project;

                  (d)   To add additional buildings and improvements to the
                        Common Areas;

                  (e)   To use the Common Areas while engaged in making
                        additional improvements, repairs or alterations to the
                        Office Building Project, or any portion thereof;

                  (f)   To do and perform such other acts and make such other
                        changes in, to or with respect to the Common Areas and
                        Office Building Project as Lessor may, in the exercise
                        of sound business judgment deem to be appropriate.



3.    Term.

      3.1   Term. The term and Commencement Date of this Lease shall be as
            specified in paragraph 1.5 of the Basic Lease Provisions.

      3.2   Delay in Possession. Notwithstanding said Commencement Date, if for
            any reason Lessor cannot deliver possession of the Premises to
            Lessee on said date and subject to paragraph 3.2.2, Lessor shall not
            be subject to any liability therefor, nor shall such failure affect
            the validity of this Lease or the obligations of Lessee hereunder or
            extend the term hereof; but, in such case, Lessee shall not be
            obligated to pay rent or perform any other obligation of Lessee
            under the terms of this Lease, except as may be otherwise provided
            in this Lease, until possession of the Premises is tendered to
            Lessee, as hereinafter defined; provided, however, that if Lessor
            shall not have delivered possession of the Premises within sixty
            (60) days following said Commencement Date, as the same may be
            extended under the terms of a Work Letter executed by Lessor and
            Lessee, Lessee may, at Lessee's

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option, by notice in writing to Lessor within ten (10) days thereafter, cancel
this Lease, in which event the parties shall be discharged from all obligations
hereunder; provided, however, that, as to Lessee's obligations, Lessee first
reimburses Lessor for all costs incurred for Non-Standard Improvements and, as
to Lessor's obligations, Lessor shall return any money previously deposited by
Lessee (less any offsets due Lessor for Non-Standard Improvements); and provided
further, that if such written notice by Lessee is not received by Lessor within
said ten (10) day period, Lessee's right to cancel this Lease hereunder shall
terminate and be of no further force or effect. 

            3.2.1 Possession Tendered -- Defined. Possession of the Premises
                  shall be deemed tendered to Lessee ("Tender of Possession")
                  when (1) the improvements to be provided by Lessor under this
                  Lease are substantially completed, (2) the Building utilities
                  are ready for use in the Premises, (3) Lessee has reasonable
                  access to the Premises, and (4) ten (10) days shall have
                  expired following advance written notice to Lessee of the
                  occurrence of the matters described in (1), (2) and (3), above
                  of this paragraph 3.2.1.

            3.2.2 Delays Caused by Lessee. There shall be no abatement of rent,
                  and the sixty (60) day period following the Commencement Date
                  before which Lessee's right to cancel this Lease accrues under
                  paragraph 3.2, shall be deemed extended to the extent of any
                  delays caused by acts or omissions of Lessee, Lessee's agents,
                  employees and contractors.

      3.3   Early Possession. If Lessee occupies the Premises prior to said
            Commencement Date, such occupancy shall be subject to all provisions
            of this Lease, such occupancy shall not change the termination date,
            and Lessee shall pay rent for such occupancy.

      3.4   Uncertain Commencement. In the event commencement of the Lease term
            is defined as the completion of the improvements, Lessee and Lessor
            shall execute an amendment to this Lease establishing the date of
            Tender of Possession (as defined in paragraph 3.2.1) or the actual
            taking of possession by Lessee, whichever first occurs, as the
            Commencement Date.

4.    Rent.



      4.1   Base Rent. Subject to adjustment as hereinafter provided in
            paragraph 4.3, and except as may be otherwise expressly provided in
            this Lease, Lessee shall pay to Lessor the Base Rent for the
            Premises set forth in paragraph 1.6 of the Basic Lease Provisions,
            without offset or deduction. Lessee shall pay Lessor upon execution
            hereof the advance Base Rent described in paragraph 1.6 of the Basic
            Lease Provisions, Rent for any period during the term hereof which
            is for less than one month shall be prorated based upon the actual
            number of days of the calendar month involved. Rent shall be payable
            in lawful money of the United States to Lessor at the address stated
            herein or to such other persons or at such other places as Lessor
            may designate in writing.

      4.2   Operating Expense Increase. Lessee shall pay to Lessor during the
            term hereof, in addition to the Base Rent, Lessee's Share, as
            hereinafter defined, of the amount by which all Operating Expenses,
            as hereinafter defined, for each Comparison Year exceeds the amount
            of all Operating Expenses for the Base Year, such excess being
            hereinafter referred to as the "Operating Expense Increase," in
            accordance with the following provisions:

                  (a)   "Lessee's Share" is defined, for purposes of this Lease,
                        as the percentage set forth in paragraph 1.10 of the
                        Basic Lease Provisions, which percentage has been
                        determined by dividing the approximate square footage of
                        the Premises by the total approximate square footage of
                        the rentable space contained in the Office Building
                        Project. It is understood and agreed that the square
                        footage figures set forth in the Basic Lease Provisions
                        are approximations which Lessor and Lessee agree are
                        reasonable and shall not be subject to revision except
                        in connection with an actual change in the size of the
                        Premises or a change in the space available for lease in
                        the Office Building Project.

                  (b)   "Base Year" is defined as the calendar year in which the
                        Lease term commences.

                  (c)   "Comparison Year" is defined as each calendar year
                        during the term of this Lease subsequent to the Base
                        Year; provided, however, Lessee shall have no obligation
                        to pay a share of the Operating Expense Increase
                        applicable to the first twelve (12) months of the Lease
                        Term (other than such as are mandated by a governmental
                        authority, as to which government mandated expenses
                        Lessee shall pay Lessee's Share, notwithstanding they
                        occur during the first twelve (12) months). Lessee's
                        Share of the Operating Expense Increase for the first
                        and last Comparison Years of the Lease Term shall be
                        prorated according to that portion of such Comparison
                        Year as to which Lessee is responsible for a share of
                        such increase.

                  (d)   "Operating Expenses" is defined, for purposes of this
                        Lease, to include all costs, if any, incurred by Lessor
                        in the exercise of its reasonable discretion, for:

                        (i)   The operation, repair, maintenance, and
                              replacement, in neat, clean, safe, good order and
                              condition, of the Office Building Project,
                              including but not limited to, the following:

                              (aa)  The Common Areas, including their surfaces,
                                    coverings, decorative items, carpets, drapes
                                    and window coverings, and including parking
                                    areas, loading and unloading areas, trash
                                    areas, roadways, sidewalks, walkways,
                                    stairways, parkways, driveways, landscaped
                                    areas, striping, bumpers, irrigation
                                    systems, Common Area lighting facilities,
                                    building exteriors and roofs, fences and
                                    gates;

                              (bb)  All heating, air conditioning, plumbing,
                                    electrical systems, life safety equipment,



                                    telecommunication and other equipment used
                                    in common by, or for the benefit of, lessees
                                    or occupants of the Office Building Project,
                                    including elevators and escalators, tenant
                                    directories, fire detection systems
                                    including sprinkler system maintenance and
                                    repair.

                        (ii)  Trash disposal, janitorial and security services;

                        (iii) Any other service to be provided by Lessor that is
                              elsewhere in this Lease stated to be an "Operating
                              Expense";

                        (iv)  The cost of the premiums for the liability and
                              property insurance policies to be maintained by
                              Lessor under paragraph 8 hereof;

                        (v)   The amount of the real property taxes to be paid
                              by Lessor under paragraph 10.1 hereof;

                        (vi)  The cost of water, sewer, gas, electricity, and
                              other publicly mandated services to the Office
                              Building Project;

                        (vii) Labor, salaries and applicable fringe benefits and
                              costs, materials, supplies and tools, used in
                              maintaining and/or cleaning the Office Building
                              Project and accounting and a management fee
                              attributable to the operation of the Office
                              Building Project;

                       (viii) Replacing and/or adding improvements mandated by
                              any governmental agency and any repairs or
                              removals necessitated thereby amortized over its
                              useful life according to Federal Income tax
                              regulations or guidelines for depreciation thereof
                              (including interest on the unamortized balance as
                              is then reasonable in the judgment of Lessor's
                              accountants);

                        (ix)  Replacements of equipment or improvements that
                              have a useful life for depreciation purposes
                              according to Federal income tax guidelines of five
                              (5) years or less, as amortized over such life.

                  (e)   Operating Expenses shall not include the costs of
                        replacements of equipment or improvements that have a
                        useful life for Federal Income tax purposes in excess of
                        five (5) years unless it is of the type described in
                        paragraph 4.2(d)(viii), in which case their cost shall
                        be included as above provided.

                  (f)   Operating Expenses shall not include any expenses paid
                        by any lessee directly to third parties, or as to which
                        Lessor is otherwise reimbursed by any third party, other
                        tenant, or by insurance proceeds.

                  (g)   Lessee's Share of Operating Expense Increase shall be
                        payable by Lessee within ten (10) days after a
                        reasonably detailed statement of actual expenses is
                        presented to Lessee by Lessor. At Lessor's option,
                        however, an amount may be estimated by Lessor from time
                        to time in advance of Lessee's Share of the Operating
                        Expense Increase for any Comparison Year, and the same
                        shall be payable monthly or quarterly, as Lessor shall
                        designate, during each Comparison Year of the Lease
                        term, on the same day as the Base Rent is due hereunder.
                        In the event that Lessee pays Lessor's estimate of
                        Lessee's Share of Operating Expense Increase as
                        aforesaid, Lessor shall deliver to Lessee within sixty
                        (60) days after the expiration of each Comparison Year a
                        reasonably detailed statement showing Lessee's Share



                        of the actual Operating Expense Increase incurred during
                        such year. If Lessee's payments under this paragraph
                        4.2(g) during said Comparison Year exceed Lessee's Share
                        as indicated on said statement, Lessee shall be entitled
                        to credit the amount of such overpayment against
                        Lessee's Share of Operating Expense Increase next
                        falling due. If Lessee's payments under this paragraph
                        during said Comparison Year were less than Lessee's
                        Share as indicated on said statement, Lessee shall pay
                        to Lessor the amount of the deficiency within ten (10)
                        days after delivery by Lessor to Lessee of said
                        statement. Lessor and Lessee shall forthwith adjust
                        between them by cash payment any balance determined to
                        exist with respect to that portion of the last
                        Comparison Year for which Lessee is responsible as to
                        Operating Expense Increases, notwithstanding that the
                        Lease term may have terminated before the end of such
                        Comparison Year.

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5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder, or otherwise defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby. If Lessor so uses or applies all or any portion of
said deposit, Lessee shall within ten (10) days after written demand therefor
deposit cash with Lessor in an amount sufficient to restore said deposit to the
full amount then required of Lessee. Lessor shall not be required to keep said
security deposit separate from its general accounts. If Lessee performs all of
Lessee's obligations hereunder, said deposit, or so much thereof as has not
heretofore been applied by Lessor, shall be returned, without payment of
interest or other increment for its use, to Lessee (or, at Lessor's option, to
the last assignee, if any, of Lessee's interest hereunder) at the expiration of
the term hereof, and after Lessee has vacated the premises. No trust
relationship is created herein between Lessor and Lessee with respect to said
Security Deposit.

6.    Use.

      6.1   Use. The premises shall be used and occupied for the purpose set
            forth in paragraph 1.4 of the Basic Lease Provisions or any other
            use which is reasonably comparable to that use.

      6.2   Compliance with Law.

            (a)   Lessor warrants to Lessee that the Premises, in the state
                  existing on the date that the Lease term commences, but
                  without regard to alterations or improvements made by Lessee
                  or the use for which Lessee will occupy the Premises, does not
                  violate any covenants or restrictions of record, or any
                  applicable building code, regulation or ordinance in effect on
                  such Lease term Commencement Date. In the event it is
                  determined that this warranty has been violated, then it shall
                  be the obligation of the Lessor, after written notice from
                  Lessee, to promptly, at Lessor's sole cost and expense,
                  rectify any such violation.



            (b)   Except as provided in paragraph 6.2(a) Lessee shall, at
                  Lessee's expense, promptly comply with all applicable
                  statutes, ordinances, rules, regulations, orders, covenants
                  and restrictions of record, and requirements of any fire
                  insurance underwriters or rating bureaus, now in effect or
                  which may hereafter come into effect, whether or not they
                  reflect a change in policy from that now existing, during the
                  term or any part of the term hereof, relating in any manner to
                  the Premises and the occupation and use by Lessee of the
                  Premises. Lessee shall conduct its business in a lawful manner
                  and shall not use or permit the use of the premises or the
                  Common Areas in any manner that will tend to create waste or a
                  nuisance or shall tend to disturb other occupants of the
                  Office Building Project.

      6.3   Condition of Premises.

            (a)   Lessor shall deliver the Premises to Lessee in a clean
                  condition on the Lease Commencement Date (unless Lessee is
                  already in possession) and Lessor warrants to Lessee that the
                  plumbing, lighting, air conditioning, and heating system in
                  the Premises shall be in good operating condition. In the
                  event that it is determined that this warranty has been
                  violated, then it shall be the obligation of Lessor, after
                  receipt of written notice from Lessee setting forth with
                  specificity the nature of the violation, to promptly, at
                  Lessor's sole cost, rectify such violation.

            (b)   Except as otherwise provided in this Lease, Lessee hereby
                  accepts the Premises and the Office Building Project in their
                  condition existing as of the Lease Commencement Date or the
                  date that Lessee takes possession of the Premises, whichever
                  is earlier, subject to all applicable zoning, municipal,
                  county and state laws, ordinances and regulations governing
                  and regulating the use of the Premises, and any easements,
                  covenants or restrictions of record, and accepts this Lease
                  subject thereto and to all matters disclosed thereby and by
                  any exhibits attached hereto, Lessee acknowledges that it has
                  satisfied itself by its own independent investigation that the
                  Premises are suitable for its intended use and that neither
                  Lessor nor Lessor's agent or agents has made any
                  representation or warranty as to the present or future
                  suitability of the Premises, Common Areas or Office Building
                  Project for the conduct of Lessee's business.

7.    Maintenance, Repairs, Alterations and Common Area Services.

      7.1   Lessor's Obligations. Lessor shall keep the Office Building Project
            including the Premises, interior and exterior walls, roof, and
            common areas, and the equipment whether used exclusively for the
            Premises or in common with other premises, in good condition and
            repair; provided, however, Lessor shall not be obligated to paint,
            repair or replace wall coverings, or to repair or replace any
            improvements that are not ordinarily a part of the Building or are
            above then Building standards. Except as provided in paragraph 9.5,
            there shall be no abatement of rent or liability of Lessee on
            account of any injury or interference with Lessee's business with
            respect to any improvements, alterations or repairs made by Lessor
            to the Office Building Project or any part thereof. Lessee expressly
            waives the benefits of any statute now or hereafter in effect which
            would otherwise afford Lessee the right to make repairs at Lessor's
            expense or to terminate this Lease because of Lessor's failure to
            keep the Premises in good order, condition and repair.

      7.2   Lessee's Obligations.

            (a)   Notwithstanding Lessor's obligation to keep the Premises in
                  good condition and repair, Lessee shall be responsible for
                  payment of the cost thereof to Lessor as additional rent for
                  that portion of the cost of any maintenance and repair of the
                  Premises, or any equipment (wherever located) that serves only
                  Lessee or the



                  Premises, to the extent such cost is attributable to causes
                  beyond normal wear and tear. Lessee shall be responsible for
                  the cost of painting, repairing or replacing wall coverings,
                  and to repair or replace any Premises improvements that are
                  not ordinarily a part of the Building or that are above then
                  Building standards. Lessor may, at its option, upon reasonable
                  notice, elect to have Lessee perform any particular such
                  maintenance or repairs the cost of which is otherwise Lessee's
                  responsibility hereunder.

            (b)   On the last day of the term hereof, or on any sooner
                  termination, Lessee shall surrender the Premises to Lessor in
                  the same condition as received, ordinary wear and tear
                  excepted, clean and free of debris. Any damage or
                  deterioration of the Premises shall not be deemed ordinary
                  wear and tear if the same could have been prevented by good
                  maintenance practices by Lessee. Lessee shall repair any
                  damage to the Premises occasioned by the installation or
                  removal of Lessee's trade fixtures, alterations, furnishings
                  and equipment. Except as otherwise stated in this Lease,
                  Lessee shall leave the air lines, power panels, electrical
                  distribution systems, lighting fixtures, air conditioning,
                  window coverings, wall coverings, carpets, wall paneling,
                  ceilings and plumbing on the Premises and in good operating
                  condition.

      7.3   Alterations and Additions.

            (a)   Lessee shall not, without Lessor's prior written consent make
                  any alterations, improvements, additions, Utility
                  Installations or repairs in, on or about the Premises, or the
                  Office Building Project. As used in this paragraph 7.3 the
                  term "Utility Installation" shall mean carpeting, window and
                  wall coverings, power panels, electrical distribution systems,
                  lighting fixtures, air conditioning, plumbing, and telephone
                  and telecommunication wiring and equipment. At the expiration
                  of the term, Lessor may require the removal of any or all of
                  said alterations, improvements, additions or Utility
                  Installations, and the restoration of the Premises and the
                  Office Building Project to their prior condition, at Lessee's
                  expense. Should Lessor permit Lessee to make its own
                  alterations, improvements, additions or Utility Installations,
                  Lessee shall use only such contractor as has been expressly
                  approved by Lessor, and Lessor may require Lessee to provide
                  Lessor, at Lessee's sole cost and expense, a lien and
                  completion bond in an amount equal to one and one-half times
                  the estimated cost of such improvements, to insure Lessor
                  against any liability for mechanic's and materialmen's liens
                  and to insure completion of the work. Should Lessee make any
                  alterations, improvements, additions or Utility Installations
                  without the prior approval of Lessor, or use a contractor not
                  expressly approved by Lessor, Lessor may, at any time during
                  the term of this Lease, require that Lessee remove any part of
                  all of the same.

            (b)   Any alterations, improvements, additions or Utility
                  Installations in or about the Premises or the Office Building
                  Project that Lessee shall desire to make shall be presented to
                  Lessor in written form, with proposed detailed plans. If
                  Lessor shall give its consent to Lessee's making such
                  alteration, improvement, addition or Utility Installation, the
                  consent shall be deemed conditioned upon Lessee acquiring a
                  permit to do so from the applicable governmental agencies,
                  furnishing a copy thereof to Lessor prior to the commencement
                  of the work, and compliance by Lessee with all conditions of
                  said permit in a prompt and expeditious manner.

            (c)   Lessee shall pay, when due, all claims for labor or materials
                  furnished or alleged to have been furnished to or for Lessee
                  at or for use in the Premises, which claims



                  are or may be secured by any mechanic's or materialmen's lien
                  against the Premises, the Building or the Office Building
                  Project, or any interest therein.

            (d)   Lessee shall give Lessor not less than ten (10) days' notice
                  prior to the commencement of any work in the Premises by
                  Lessee, and Lessor shall have the right to post notices of
                  non-responsibility in or on the Premises or the Building as
                  provided by law. If Lessee shall, in good faith, contest the
                  validity of any such lien, claim or demand, then Lessee shall,
                  at its sole expense defend itself and Lessor against the same
                  and shall pay and satisfy

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any such adverse judgement that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, the Building or the Office Building
Project, upon the condition that if Lessor shall require, Lessee shall furnish
to Lessor a surety bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable attorneys' fees and costs in participating in such
action if Lessor shall decide it is to Lessor's best interest so to do.

            (e)   All alterations, improvements, additions and Utility
                  Installations (whether or not such Utility Installations
                  constitute trade fixtures of Lessee), which may be made to the
                  Premises by Lessee, including but not limited to, floor
                  coverings, panelings, doors, drapes, built-ins, moldings,
                  sound attenuation, and lighting and telephone or communication
                  systems, conduit, wiring and outlets, shall be made and done
                  in a good and workmanlike manner and of good and sufficient
                  quality and materials and shall be the property of Lessor and
                  remain upon and be surrendered with the Premises at the
                  expiration of the Lease term, unless Lessor requires their
                  removal pursuant to paragraph 7.3(a). Provided Lessee is not
                  in default, notwithstanding the provisions of this paragraph
                  7.3(e), Lessee's personal property and equipment, other than
                  that which is affixed to the Premises so that it cannot be
                  removed without material damage to the Premises or the
                  Building, and other than Utility Installations, shall remain
                  the property of Lessee and may be removed by Lessee subject to
                  the provisions of paragraph 7.2.

            (f)   Lessee shall provide Lessor with as-built plans and
                  specifications for any alterations, improvements, additions or
                  Utility Installations.

      7.4   Utility Additions. Lessor reserves the right to install new or
            additional utility facilities throughout the Office Building Project
            for the benefit of Lessor or Lessee, or any other lessee of the
            Office Building Project, including, but not by way of limitation,
            such utilities as plumbing, electrical systems, communication
            systems, and fire protection and detection systems, so long as such
            installations do not unreasonably interfere with Lessee's use of the
            Premises.

8.    Insurance; Indemnity.

      8.1   Liability Insurance -- Lessee. Lessee shall, at Lessee's expense,
            obtain and keep in force during the term of this Lease a policy of
            Comprehensive General Liability Insurance utilizing an Insurance



            Services Office standard form with Broad Form General Liability
            Endorsement (GL0404), or equivalent, in an amount of not less than
            $1,000,000 per occurrence of bodily injury and property damage
            combined or in a greater amount as reasonably determined by Lessor
            and shall insure Lessee with Lessor as an additional insured against
            liability arising out of the use, occupancy or maintenance of the
            Premises. Compliance with the above requirement shall not, however,
            limit the liability of Lessee hereunder.

      8.2   Liability Insurance -- Lessor. Lessor shall obtain and keep in force
            during the term of this Lease a policy of Combined Single Limit
            Bodily Injury and Broad Form Property Damage Insurance, plus
            coverage against such other risks Lessor deems advisable from time
            to time, insuring Lessor, but not Lessee, against liability arising
            out of the ownership, use, occupancy or maintenance of the Office
            Building Project in an amount not less than $5,000,000.00 per
            occurrence.

      8.3   Property Insurance -- Lessee. Lessee shall, at Lessee's expense,
            obtain and keep in force during the term of this Lease for the
            benefit of Lessee, replacement cost fire and extended coverage
            insurance, with vandalism and malicious mischief, sprinkler leakage
            and earthquake sprinkler leakage endorsements, in an amount
            sufficient to cover not less than 100% of the full replacement cost,
            as the same may exist from time to time, of all of Lessee's personal
            property, fixtures, equipment and tenant improvements.

      8.4   Property Insurance -- Lessor. Lessor shall obtain and keep in force
            during the term of this Lease a policy or policies of insurance
            covering loss or damage to the Office Building Project improvements,
            but not Lessee's personal property, fixtures, equipment or tenant
            improvements, in the amount of the full replacement cost thereof, as
            the same may exist from time to time, utilizing Insurance Services
            Office standard form, or equivalent, providing protected against all
            perils included within the classification of fire, extended
            coverage, vandalism, malicious mischief, plate glass, and such other
            perils as Lessor deems advisable or may be required by a lender
            having a lien on the Office Building Project. In addition, Lessor
            shall obtain and keep in force, during the term of this Lease, a
            policy of rental value insurance covering a period of one year, with
            loss payable to Lessor, which insurance shall also cover all
            Operating Expenses for said period. Lessee will not be named in any
            such policies carried by Lessor and shall have no right to any
            proceeds therefrom. The policies required by these paragraphs 8.2
            and 8.4 shall contain such deductibles as Lessor or the aforesaid
            lender may determine. In the event that the Premises shall suffer an
            insured loss as defined in paragraph 9.1(f) hereof, the deductible
            amounts under the applicable insurance policies shall be deemed an
            Operating Expense. Lessee shall not do or permit to be done anything
            which shall invalidate the insurance policies carried by Lessor.
            Lessee shall pay the entirety of any increase in the property
            insurance premium for the Office Building Project over what it was
            immediately prior to the commencement of the term of this Lease if
            the increase is specified by Lessor's insurance carrier as being
            caused by the nature of Lessee's occupancy or any act or omission of
            Lessee.

      8.5   Insurance Policies. Lessee shall deliver to Lessor copies of
            liability insurance policies requires under paragraph 8.1 or
            certificates evidencing the existence and amounts of such insurance
            within seven (7) days after the Commencement Date of this Lease. No
            such policy shall be cancellable or subject to reduction of coverage
            or other modification except after thirty (30) days prior written
            notice to Lessor. Lessee shall, at least thirty (30) days prior to
            the expiration of such policies, furnish Lessor with renewals
            thereof.

      8.6   Waiver of Subrogation. Lessee and Lessor each hereby release and
            relieve the other, and waive their entire right of recovery against
            the other, for direct or consequential loss or damage arising out of
            or incident to the perils covered by property insurance carried by
            such party, whether due to the negligence of Lessor or Lessee or
            their agents, employees, contractors and/or invitees. If necessary,
            all property insurance policies required under this Lease shall be
            endorsed to so provide.



      8.7   Indemnity. Lessee shall indemnify and hold harmless Lessor and its
            agents, Lessor's master or ground lessor, partners and lenders, from
            and against any and all claims for damage to the person or property
            of anyone or any entity arising from Lessee's use of the Office
            Building Project, or from the conduct of Lessee's business or from
            any activity, work or things done, permitted or suffered by Lessee
            in or about the Premises or elsewhere and shall further indemnify
            and hold harmless Lessor from and against any and all claims, costs
            and expenses arising from any breach or default in the performance
            of any obligation on Lessee's part to be performed under the terms
            of this Lease, or arising from any act or omission of Lessee, or any
            of Lessee's agents, contractors, employees, or invitees, and from
            and against all costs, attorney's fees, expenses and liabilities
            incurred by Lessor as the result of any such use, conduct, activity,
            work, things done, permitted or suffered, breach, default or
            negligence, and in dealing reasonably therewith, including but not
            limited to the defense or pursuit of any claim or any action or
            proceeding involved therein; and in case any action or proceeding be
            brought against Lessor by reason of any such matter, Lessee upon
            notice from Lessor shall defend the same at Lessee's expense by
            counsel reasonably satisfactory to Lessor and Lessor shall cooperate
            with Lessee in such defense. Lessor need not have first paid any
            such claim in order to be so indemnified. Lessee, as a material part
            of the consideration to Lessor, hereby assumes all risk of damage to
            property of Lessee or injury to persons, in, upon or about the
            Office Building Project arising from any cause and Lessee hereby
            waives all claims in respect thereof against Lessor.

      8.8   Exemption of Lessor from Liability. Lessee hereby agrees that Lessor
            shall not be liable for injury to Lessee's business or any loss of
            income therefrom or for loss of or damage to the goods, wares,
            merchandise or other property of Lessee, Lessee's employees,
            invitees, customers, or any other person in or about the Premises or
            the Office Building Project, nor shall Lessor be liable for injury
            to the person of Lessee, Lessee's employees, agents or contractors,
            whether such damage or injury is caused by or results from theft,
            fire, steam, electricity, gas, water or rain, or from the breakage,
            leakage, obstruction or other defects of pipes, sprinklers, wires,
            appliances, plumbing, air conditioning or lighting fixtures, or from
            any other cause, whether said damage or injury results from
            conditions arising upon the Premises or upon other portions of the
            Office Building Project, or from other sources or places, or from
            new construction or the repair, alteration or improvement of any
            part of the Office Building Project, or of the equipment, fixtures
            or appurtenances applicable thereto, and regardless of whether the
            cause of such damage or injury or the means of repairing the same is
            inaccessible, Lessor shall not be liable for any damages arising
            from any act or neglect of any other lessee, occupant or user of the
            Office Building Project, nor from the failure of Lessor to enforce
            the provisions of any other lease of any other lessee of the Office
            Building Project.

      8.9   No Representation of Adequate Coverage. Lessor makes no
            representation that the limits or forms of coverage of insurance
            specified in this paragraph 8 are adequate to cover Lessee's
            property or obligations under this Lease.

9.    Damage or Destruction.

      9.1   Definitions.

                  (a)   "Premises Damage" shall mean if the Premises are damaged
                        or destroyed to any extent.

                  (b)   "Premises Building Partial Damage" shall mean if the
                        Building of which the Premises are a part is damaged or
                        destroyed to the extent that the cost to repair is less
                        than fifty percent (50%) of the then Replacement Cost of
                        the building.

                  (c)   "Premises Building Total Destruction" shall mean if the
                        Building of which the Premises are a part is damaged or
                        destroyed to the extent that the cost to repair is fifty
                        percent (50%) or more of the then Replacement Cost of
                        the Building.



                  (d)   "Office Building Project Buildings" shall mean all of
                        the buildings on the Office Building Project site.

                  (e)   "Office Building Project Buildings Total Destruction"
                        shall mean if the Office Building Project Buildings are
                        damaged or destroyed to the extent that the cost of
                        repair is fifty percent (50%) or more of the then
                        Replacement Cost of the Office Building Project
                        Buildings.

                  (f)   "Insured Loss" shall mean damage or destruction which
                        was caused by an event required to be covered by the
                        insurance described in paragraph 8. The fact that an
                        Insured Loss has a deductible amount shall not make the
                        loss an uninsured loss.

                  (g)   "Replacement Cost" shall mean the amount of money
                        necessary to be spent in order to repair or rebuild the
                        damage area to the condition that existed immediately
                        prior to the damage occurring, excluding all
                        improvements made by lessees, other then those installed
                        by Lessor at Lessee's expense.


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      9.2   Premises Damage; Premises Building Partial Damage.

                  (a)   Insured Loss: Subject to the provisions of paragraphs
                        9.4 and 9.5, if at any time during the term of this
                        Lease there is damage which is an Insured Loss and which
                        falls into the classification of either Premises Damage
                        or Premises Building Partial Damage, then Lessor shall,
                        as soon as reasonably possible and to the extent the
                        required materials and labor are readily available
                        through usual commercial channels, at Lessor's expense,
                        repair such damage (but not Lessee's fixtures, equipment
                        or tenant improvements originally paid for by Lessee) to
                        its condition existing at the time of the damage, and
                        this Lease shall continue in full force and effect.

                  (b)   Uninsured Loss: Subject to the provisions of paragraphs
                        9.4 and 9.5, if at any time during the term of this
                        Lease there is damage which is not an Insured Loss and
                        which falls within the classification of Premises Damage
                        or Premises Building Partial Damage, unless caused by a
                        negligent or willful act of Lessee (in which event
                        Lessee shall make the repairs at Lessee's expense),
                        which damage prevents Lessee from making any substantial
                        use of the Premises, Lessor may at Lessor's option
                        either (i) repair such damage as soon as reasonably
                        possible at Lessor's expense, in which event this Lease
                        shall continue in full force and effect, or (ii) give
                        written notice to Lessee within thirty (30) days after
                        the date of the occurrence of such damage of Lessor's
                        intention to cancel and terminate this Lease as of the
                        date of the occurrence of such damage, in which event
                        this Lease shall terminate as of the date of the
                        occurrence of such damage.

      9.3   Premises Building Total Destruction; Office Building Project Total
            Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if
            at any time during the term of this Lease there is damage, whether
            or not it is an Insured Loss, which falls into the classifications
            of either (i) Premises Building Total Destruction, or (ii) Office
            Building Project Total Destruction, then Lessor may at



            Lessor's option either (i) repair such damage or destruction as soon
            as reasonably possible at Lessor's expense (to the extent the
            required materials are readily available through usual commercial
            channels) to its condition existing at the time of the damage, but
            not Lessee's fixtures, equipment or tenant improvements, and this
            Lease shall continue in full force and effect, or (ii) give written
            notice to Lessee within Thirty (30) days after the date of
            occurrence of such damage of Lessor's intention to cancel and
            terminate this Lease, in which case this Lease shall terminate as of
            the date of the occurrence of such damage.

      9.4   Damage Near End of Term.

                  (a)   Subject to paragraph 9.4(b), if at any time during the
                        last twelve (12) months of the term of this Lease there
                        is substantial damage to the Premises, Lessor may at
                        Lessor's option cancel and terminate this Lease as of
                        the date of occurrence of such damage by giving written
                        notice to Lessee of Lessor's election to do so within 30
                        days after the date of occurrence of such damage.

                  (b)   Notwithstanding paragraph 9.4(a), in the event Lessee
                        has an option to extend or renew this Lease, and the
                        time within which said option may be exercised has not
                        yet expired, Lessee shall exercise such option, if it is
                        to be exercised at all, no later than twenty (20) days
                        after the occurrence of an Insured Loss falling within
                        the classification of Premises Damage during the last
                        twelve (12) months of the term of this Lease. If Lessee
                        duly exercises such option during said twenty (20) day
                        period, Lessor shall, at Lessor's expense, repair such
                        damage, but not Lessee's fixtures, equipment or tenant
                        improvements, as soon as reasonably possible and this
                        Lease shall continue in full force and effect. If Lessee
                        fails to exercise such option during said twenty (20)
                        day period, then Lessor may at Lessor's option terminate
                        and cancel this Lease as of the expiration of said
                        twenty (20) day period by giving written notice to
                        Lessee of Lessor's election to do so within ten (10)
                        days after the expiration of said twenty (20) day
                        period, notwithstanding any term or provision in the
                        grant of option to the contrary.

      9.5   Abatement of Rent; Lessee's Remedies.

                  (a)   In the event Lessor repairs or restores the Building or
                        Premises pursuant to the provisions of this paragraph 9,
                        and any part of the Premises are not usable (including
                        loss of use due to loss of access or essential
                        services), the rent payable hereunder (including
                        Lessee's Share of Operating Expense Increase) for the
                        period during which such damage, repair or restoration
                        continues shall be abated, provided (1) the damage was
                        not the result of the negligence of Lessee, and (2) such
                        abatement shall only be to the extent the operation and
                        profitability of Lessee's business as operated from the
                        Premises is adversely affected. Except for said
                        abatement of rent, if any, Lessee shall have no claim
                        against Lessor for any damage suffered by reason of any
                        such damage, destruction, repair or restoration.

                  (b)   If Lessor shall be obligated to repair or restore the
                        Premises or the Building under the provisions of this
                        Paragraph 9 and shall not commence such repair or
                        restoration within ninety (90) days after such
                        occurrence, or if Lessor shall not complete the
                        restoration and repair within six (6) months after such
                        occurrence, Lessee may at Lessee's option cancel and
                        terminate this Lease by giving Lessor written notice of
                        Lessee's election to do so at any time prior to the
                        commencement or completion, respectively, of such repair
                        or restoration. In such event this Lease shall terminate
                        as of the date of such notice.



                  (c)   Lessee agrees to cooperate with Lessor in connection
                        with any such restoration and repair, including but not
                        limited to the approval and/or execution of plans and
                        specifications required.

      9.6   Termination -- Advance Payments. Upon termination of this Lease
            pursuant to this paragraph 9, an equitable adjustment shall be made
            concerning advance rent and any advance payments made by Lessee to
            Lessor. Lessor shall, in addition, return to Lessee so much of
            Lessee's security deposit as has not theretofore been applied by
            Lessor.

      9.7   Waiver. Lessor and Lessee waive the provisions of any statute which
            relate to termination of leases when leased property is destroyed
            and agree that such event shall be governed by the terms of this
            Lease.

10.   Real Property Taxes.

      10.1  Payment of Taxes. Lessor shall pay the real property tax, as defined
            in paragraph 10.3, applicable to the Office Building Project subject
            to reimbursement by Lessee of Lessee's Share of such taxes in
            accordance with provisions of paragraph 4.2, except as otherwise
            provided in paragraph 10.2.

      10.2  Additional Improvements. Lessee shall not be responsible for paying
            any increase in real property tax specified in the tax assessor's
            records and work sheets as being caused by additional improvements
            placed upon the Office Building Project by other lessees or by
            Lessor for the exclusive enjoyment of any other lessee. Lessee
            shall, however, pay to Lessor at the time that Operating Expenses
            are payable under paragraph 4.2(c) the entirety of any increase in
            real property tax if assessed solely by reason of additional
            improvements placed upon the Premises by Lessee or at Lessee's
            request.

      10.3  Definition of "Real Property Tax." As used herein, the term "real
            property tax" shall include any form of real estate tax or
            assessment, general, special, ordinary or extraordinary, and any
            license fee, commercial rental tax, improvement bond or bonds, levy
            or tax (other than inheritance, personal income or estate taxes)
            imposed on the Office Building Project or any portion thereof by any
            authority having the direct or indirect power to tax, including any
            city, county, state or federal government, or any school,
            agricultural, sanitary, fire, street, drainage or other improvement
            district thereof, as against any legal or equitable interest of
            Lessor in the Office Building Project or in any portion thereof, as
            against Lessor's right to rent or other income therefrom, and as
            against Lessor's business of leasing the Office Building Project.
            The term "real property tax" shall also include any tax, fee, levy,
            assessment or charge (i) in substitution of, partially or totally,
            any tax, fee, levy, assessment or charge hereinabove included within
            the definition of "real property tax," or (ii) the nature of which
            was hereinbefore included within the definition of "real property
            tax," or (iii) which is imposed for a service or right not charged
            prior to June 1, 1978, or if previously charged, has been increased
            since June 1, 1978, or (iv) which is imposed as a result of a change
            in ownership, as defined by applicable local statutes for property
            tax purposes, of the Office Building Project or which is added to a
            tax or charge hereinbefore included within the definition of real
            property tax by reason of such change of ownership, or (v) which is
            imposed by reason of this transaction, any modifications or changes
            hereto, or any transfers hereof.

      10.4  Joint Assessment. If the improvements or property, the taxes for
            which are to be paid separately by Lessee under paragraph 10.2 or
            10.5 are not separately assessed, Lessee's portion of that tax shall
            be equitably determined by Lessor from the respective valuations
            assigned in the assessor's work sheets or such other information
            (which may include the cost of construction) as may be reasonably
            available. Lessor's reasonable determination thereof, in good faith,
            shall be conclusive.

      10.5  Personal Property Taxes.



                  (a)   Lessee shall pay prior to delinquency all taxes assessed
                        against and levied upon trade fixtures, furnishings,
                        equipment and all other personal property of Lessee
                        contained in the Premises or elsewhere.

                  (b)   If any of Lessee's said personal property shall be
                        assessed with Lessor's real property, Lessee shall pay
                        to Lessor the taxes attributable to Lessee within ten
                        (10) days after receipt of a written statement setting
                        forth the taxes applicable to Lessee's property.

11.   Utilities

      11.1  Services Provided by Lessor. Lessor shall provide heating,
            ventilation, air conditioning, and janitorial service as reasonably
            required, reasonable amounts of electricity for normal lighting and
            office machines, water for reasonable and normal drinking and
            lavatory use, and replacement light bulbs and/or fluorescent tubes
            and ballasts for standard overhead fixtures.

      11.2  Services Exclusive to Lessee. Lessee shall pay for all water, gas,
            heat, light, power, telephone and other utilities and services
            specially or exclusively supplied and/or metered exclusively to the
            Premises or to Lessee, together with any taxes thereon. If any such
            services are not separately metered to the Premises, Lessee shall
            pay at Lessor's option, either Lessee's Share or a reasonable
            proportion to be determined by Lessor of all charges jointly metered
            with other premises in the Building.

      11.3  Hours of Service. Said services and utilities shall be provided
            during generally accepted business days and hours or such other days
            or hours as may hereafter be set forth. Utilities and services
            required at other times shall be subject to advance request and
            reimbursement by Lessee to Lessor of the cost thereof.

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      11.4  Excess Usage by Lessee. Lessee shall not make connection to the
            utilities except by or through existing outlets and shall not
            install or use machinery or equipment in or about the Premises that
            uses excess water, lighting or power, or suffer or permit any act
            that causes extra burden upon the utilities or services, including
            but not limited to security services, over standard office usage for
            the Office Building Project. Lessor shall require Lessee to
            reimburse Lessor for any excess expenses or costs that may arise out
            of a breach of this subparagraph by Lessee. Lessor may, in its sole
            discretion, install at Lessee's expense supplemental equipment
            and/or separate metering applicable to Lessee's excess usage or
            loading.

      11.5  Interruptions. There shall be no abatement of rent and Lessor shall
            not be liable in any respect whatsoever for the inadequacy,
            stoppage, interruption or discontinuance of any utility or service
            due to riot, strike, labor dispute, breakdown, accident, repair, or
            other cause beyond Lessor's reasonable control or in cooperation
            with governmental request or directions.

12.   Assignment and Subletting.

      12.1  Lessor's Consent Required. Lessee shall not voluntarily or by
            operation of law assign, transfer, mortgage, sublet, or otherwise
            transfer or encumber all or any part of Lessee's interest in the
            Lease or



            in the Premises, without Lessor's prior written consent, which
            Lessor shall not unreasonably withhold. Lessor shall respond to
            Lessee's request for consent hereunder in a timely manner and any
            attempted assignment, transfer, mortgage, encumbrance or subletting
            without such consent shall be void, and shall constitute a material
            default and breach of this Lease without the need for notice to
            Lessee under paragraph 13.1. "Transfer" within the meaning of this
            paragraph 12 shall include the transfer or transfers aggregating:
            (a) if Lessee is a corporation, more than twenty-five percent (25%)
            of the voting stock of such corporation, or (b) if Lessee is a
            partnership, more than twenty-five percent (25%) of the profit and
            loss participation in such partnership.

      12.2  Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1
            hereof, Lessee may assign or sublet the Premises, or any portion
            thereof, without Lessor's consent, to any corporation which
            controls, is controlled by or is under common control with Lessee,
            or to any corporation resulting from the merger or consolidation
            with Lessee, or to any person or entity which acquires all the
            assets of Lessee as a going concern of the business that is being
            conducted on the Premises, all of which are referred to as "Lessee
            Affiliate"; provided that before such assignment shall be effective,
            (a) said assignee shall assume, in full, the obligations of Lessee
            under this Lease and (b) Lessor shall be given written notice of
            such assignment and assumption. Any such assignment shall not, in
            any way, affect or limit the liability of Lessee under the terms of
            this Lease even if after such assignment or subletting the terms of
            this Lease are materially changed or altered without the consent of
            Lessee, the consent of whom shall not be necessary.

      12.3  Terms and Conditions Applicable to Assignment and Subletting.

                  (a)   Regardless of Lessor's consent, no assignment or
                        subletting shall release Lessee of Lessee's obligations
                        hereunder or alter the primary liability of Lessee to
                        pay the rent and other sums due Lessor hereunder
                        including Lessee's Share of Operating Expense Increase,
                        and to perform all other obligations to be performed by
                        Lessee hereunder.

                  (b)   Lessor may accept rent from any person other than Lessee
                        pending approval or disapproval of such assignment.

                  (c)   Neither a delay in the approval or disapproval of such
                        assignment or subletting, nor the acceptance of rent,
                        shall constitute a waiver or estoppel of Lessor's right
                        to exercise its remedies for the breach of any of the
                        terms or conditions of this paragraph 12 or this Lease.

                  (d)   If Lessee's obligations under this Lease have been
                        guaranteed by third parties, then an assignment or
                        sublease, and Lessor's consent thereto, shall not be
                        effective unless said guarantors give their written
                        consent to such sublease and terms thereof.

                  (e)   The consent by Lessor to any assignment or subletting
                        shall not constitute a consent to any subsequent
                        assignment or subletting by Lessee or to any subsequent
                        or successive assignment or subletting by the sublessee.
                        However, Lessor may consent to subsequent sublettings
                        and assignments of the sublease or any amendments or
                        modifications thereto without notifying Lessee or anyone
                        else liable on the Lease or sublease and without
                        obtaining their consent and such action shall not
                        relieve such persons from liability under this Lease or
                        said sublease; however, such persons shall not be
                        responsible to the extent any such amendment or
                        modification enlarges or increases the obligations of
                        the Lessee or sublessee under this Lease or such
                        sublease.



                  (f)   In the event of any default under this Lease, Lessor may
                        proceed directly against Lessee, any guarantors or any
                        one else responsible for the performance of this Lease,
                        including the sublessee, without first exhausting
                        Lessor's remedies against any other person or entity
                        responsible therefor to Lessor, or any security held by
                        Lessor or Lessee.

                  (g)   Lessor's written consent to any assignment or subletting
                        of the Premises by Lessee shall not constitute an
                        acknowledgement that no default then exists under this
                        Lease of the obligations to be performed by Lessee nor
                        shall such consent be deemed a waiver of any then
                        existing default, except as may be otherwise stated by
                        Lessor at the time.

                  (h)   The discovery of the fact that any financial statement
                        relied upon by Lessor in giving its consent to an
                        assignment or subletting was materially false shall, at
                        Lessor's election, render Lessor's said consent null and
                        void.

      12.4  Additional Terms and Conditions Applicable to Subletting. Regardless
            of Lessor's consent, the following terms and conditions shall apply
            to any subletting by Lessee of all or any part of the Premises and
            shall be deemed included in all subleases under this Lease whether
            or not expressly incorporated therein:

                  (a)   Lessee hereby assigns and transfers to Lessor all of
                        Lessee's interest in all rentals and income arising from
                        any sublease heretofore or hereafter made by Lessee, and
                        Lessor may collect such rent and income and apply same
                        toward Lessee's obligations under this Lease; provided,
                        however, that until a default shall occur in the
                        performance of Lessee's obligations under this Lease,
                        Lessee may receive, collect and enjoy the rents accruing
                        under such sublease. Lessor shall not, by reason of this
                        or any other assignment of such sublease to Lessor nor
                        by reason of the collection of the rents from a
                        sublessee, be deemed liable to the sublessee for any
                        failure of Lessee to perform and comply with any of
                        Lessee's obligations to such sublessee under such
                        sublease. Lessee hereby irrevocably authorizes and
                        directs any such sublessee, upon receipt of a written
                        notice from Lessor stating that a default exists in the
                        performance of Lessee's obligations under this Lease, to
                        pay to Lessor the rents due and to become due under the
                        sublease. Lessee agrees that such sublessee shall have
                        the right to rely upon any such statement and request
                        from Lessor, and that such sublessee shall pay such
                        rents to Lessor without any obligation or right to
                        inquire as to whether such default exists and
                        notwithstanding any notice from or claim from Lessee to
                        the contrary. Lessee shall have no right or claim
                        against said sublessee or Lessor for any such rents so
                        paid by said sublessee to Lessor.

                  (b)   No sublease entered into by Lessee shall be effective
                        unless and until it has been approved in writing by
                        Lessor. In entering into any sublease, Lessee shall use
                        only such form of sublessee as is satisfactory to
                        Lessor, and once approved by Lessor, such sublease shall
                        not be changed or modified without Lessor's prior
                        written consent. Any sublease shall, by reason of
                        entering into a sublease under this Lease, be deemed,
                        for the benefit of Lessor, to have assumed and agreed to
                        conform and comply with each and every obligation herein
                        to be performed by Lessee other than such obligations as
                        are contrary to or inconsistent with provisions
                        contained in a sublease to which Lessor has expressly
                        consented in writing.

                  (c)   In the event Lessee shall default in the performance of
                        its obligations under this Lease, Lessor at its option
                        and without any obligation to do so, may require any



                        sublessee to attorn to Lessor, in which event Lessor
                        shall undertake the obligations of Lessee under such
                        sublease from the time of the exercise of said option to
                        the termination of such sublease; provided, however,
                        Lessor shall not be liable for any prepaid rents or
                        security deposit paid by such sublessee to Lessee or for
                        any other prior defaults of Lessee under such sublease.

                  (d)   No sublessee shall further assign or sublet all or any
                        part of the Premises without Lessor's prior written
                        consent.

                  (e)   With respect to any subletting to which Lessor has
                        consented, Lessor agrees to deliver a copy of any notice
                        of default by Lessee to the sublessee. Such sublessee
                        shall have the right to cure a default of Lessee within
                        three (3) days after service of said notice of default
                        upon such sublessee, and the sublessee shall have a
                        right of reimbursement and offset from and against
                        Lessee for any such defaults cured by the sublessee.

      12.5  Lessor's Expenses. In the event Lessee shall assign or sublet the
            Premises or request the consent of Lessor to any assignment or
            subletting or if Lessee shall request the consent of Lessor for any
            act Lessee proposes to do then Lessee shall pay Lessor's reasonable
            cost and expenses incurred in connection therewith, including
            attorneys', architects', engineers' or other consultants' fees.

      12.6  Conditions to Consent. Lessor reserves the right to condition any
            approval to assign or sublet upon Lessor's determination that (a)
            the proposed assignee or sublessee shall conduct a business on the
            Premises of a quality substantially equal to that of Lessee and
            consistent with the general character of the other occupants of the
            Office Building Project and not in violation of any exclusives or
            rights then held by other tenants, and (b) the proposed assignee or
            subleasee be at least as financially responsible as Lessee was
            expected to be at the time of the execution of this Lease or of such
            assignment or subletting, whichever is greater.

13.   Default; Remedies.

      13.1  Default. The occurrence of any one or more of the following events
            shall constitute a material default of this Lease by Lessee:

                  (a)   The vacation or abandonment of the Premises by Lessee.
                        Vacation of the Premises shall include the failure to
                        occupy the Premises for a continuous period of sixty
                        (60) days or more, whether or not the rent is paid.

                  (b)   The breach by Lessee of any of the covenants, conditions
                        or provisions of paragraphs 7.3(a), (b) or (d)
                        (alterations), 12.1 (assignment or subletting), 13.1(a)
                        (vacation or abandonment), 13.1(e) (insolvency), 13.1(f)
                        (false statement), 16(a) (estoppel certificate), 30(b)
                        (subordination), 33 (auctions), or 41.1 (easements), all
                        of which are hereby deemed to be material, non-curable
                        defaults without the necessity of any notice by Lessor
                        to Lessee thereof.

                  (c)   The failure by Lessee to make any payment of rent or any
                        other payment required to be made by Lessee hereunder,
                        as and when due, where such failure shall continue for a
                        period of three (3) days after written notice thereof
                        from Lessor to Lessee. In the event that Lessor serves
                        Lessee with a Notice to Pay Rent or Quit pursuant to
                        applicable Unlawful Detainer statues such Notice to Pay
                        Rent or Quit shall also constitute the notice required
                        by this subparagraph.

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                        (d)   The failure by Lessee to observe or perform any of
                              the covenants, conditions or provisions of this
                              Lease to be observed or performed by Lessee other
                              than those referenced in subparagraphs (b) and
                              (c), above, where such failure shall continue for
                              a period of thirty (30) days after written notice
                              thereof from Lessor to Lessee; provided, however,
                              that if the nature of Lessee's noncompliance is
                              such that more than thirty (30) days are
                              reasonably required for its cure, then Lessee
                              shall not be deemed to be in default if Lessee
                              commenced such cure within said thirty (30) day
                              period and thereafter diligently pursues such cure
                              to completion. To the extent permitted by law,
                              such thirty (30) day notice shall constitute the
                              sole and exclusive notice required to be given to
                              Lessee under applicable Unlawful Detainer
                              statutes.

                        (e)   (i) The making by Lessee of any general
                              arrangement or general assignment for the benefit
                              of creditors; (ii) Lessee becoming a "debtor" as
                              defined in 11 U.S.C.ss.101 or any successor
                              statute thereto (unless, in the case of a petition
                              filed against Lessee, the same is dismissed within
                              sixty (60) days; (iii) the appointment of a
                              trustee or receiver to take possession of
                              substantially all of Lessee's assets located at
                              the Premises or of Lessee's interest in this
                              Lease, where possession is not restored to Lessee
                              within thirty (30) days; or (iv) the attachment,
                              execution or other judicial seizure of
                              substantially all of Lessee's assets located at
                              the Premises or of Lessee's interest in this
                              Lease, where such seizure is not discharged within
                              thirty (30) days. In the event that any provision
                              of this paragraph 13.1(e) is contrary to any
                              applicable law, such provision shall be of no
                              force or effect.

                        (f)   The discovery by Lessor that any financial
                              statement given to Lessor by Lessee, or its
                              successor in interest or by any guarantor of
                              Lessee's obligation hereunder, was materially
                              false.

      13.2  Remedies. In the event of any material default or breach of this
            Lease by Lessee, Lessor may at any time thereafter, with or without
            notice or demand and without limiting Lessor in the exercise of any
            right or remedy which Lessor may have by reason of such default:

                  (a)   Terminate Lessee's right to possession of the Premises
                        by any lawful means, in which case this Lease and the
                        term hereof shall terminate and Lessee shall immediately
                        surrender possession of the Premises to Lessor. In such
                        event Lessor shall be entitled to recover from Lessee
                        all damages incurred by Lessor by reason of Lessee's
                        default including, but not limited to, the cost of
                        recovering possession of the Premises; expenses of
                        reletting, including necessary renovation and alteration
                        of the Premises, reasonable attorneys' fees, and any
                        real estate commission actually paid; the worth at the
                        time of award by the court having jurisdiction thereof
                        of the amount by which the unpaid rent for the balance
                        of the term after the time of such award exceeds the
                        amount of such rental loss for the same period that
                        Lessee proves could be reasonably avoided; that portion
                        of the leasing commission paid by Lessor pursuant to
                        paragraph 15 applicable to the unexpired term of this
                        Lease.

                  (b)   Maintain Lessee's right to possession in which case this
                        Lease shall continue in effect whether or not Lessee
                        shall have vacated or abandoned the Premises. In such
                        event Lessor shall be entitled to enforce all of
                        Lessor's rights and remedies



                        under this Lease, including the right to recover the
                        rent as it becomes due hereunder.

                  (c)   Pursue any other remedy now or hereafter available to
                        Lessor under the laws or judicial decisions of the state
                        wherein the Premises are located. Unpaid installments of
                        rent and other unpaid monetary obligations of Lessee
                        under the terms of this Lease shall bear interest from
                        the date due at the maximum rate then allowable by law.

      13.3  Default by Lessor. Lessor shall not be in default unless Lessor
            fails to perform obligations required of Lessor within a reasonable
            time, but in no event later than thirty (30) days after written
            notice by Lessee to Lessor and to the holder of any first mortgage
            or deed of trust covering the Premises whose name and address shall
            have theretofore been furnished to Lessee in writing, specifying
            wherein Lessor has failed to perform such obligation; provided,
            however, that if the nature of Lessor's obligation is such that more
            than thirty (30) days are required for performance then Lessor shall
            not be in default if Lessor commences performance within such 30-day
            period and thereafter diligently pursues the same to completion.

      13.4  Late Charges. Lessee hereby acknowledges that late payment by Lessee
            to Lessor of Base Rent, Lessee's Share of Operating Expense Increase
            or other sums due hereunder will cause Lessor to incur costs not
            contemplated by this Lease, the exact amount of which will be
            extremely difficult to ascertain. Such costs include, but are not
            limited to, processing and accounting charges and late charges which
            may be imposed on Lessor by the terms of any mortgage or trust deed
            covering the Office Building Project. Accordingly, if any
            installment of Base Rent, Operating Expense Increase, or any other
            sum due from Lessee shall not be received by Lessor or Lessor's
            designee within ten (10) days after such amount shall be due, then,
            without any requirement for notice to Lessee, Lessee shall pay to
            Lessor a late charge equal to 6% of such overdue amount. The parties
            hereby agree that such late charge represents a fair and reasonable
            estimate of the costs Lessor will incur by reason of late payment by
            Lessee. Acceptance of such late charge by Lessor shall in no event
            constitute a waiver of Lessee's default with respect to such overdue
            amount, nor prevent Lessor from exercising any of the other rights
            and remedies granted hereunder.

14. Condemnation. If the Premises or any portion thereof or the Office Building
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs; provided that if so
much of the Premises or the Office Building Project are taken by such
condemnation as would substantially and adversely affect the operation and
profitability of Lessee's business conducted from the Premises, Lessee shall
have the option, to be exercised only in writing within thirty (30) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within thirty (30) days after the condemning authority shall
have taken possession), to terminate this Lease as of the date the condemning
authority takes such possession. If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the rent and Lessee's
Share of Operating Expense Increase shall be reduced in the proportion that the
floor area of the Premises taken bears to the total floor area of the Premises.
Common Areas taken shall be excluded from the Common Areas usable by Lessee and
no reduction of rent shall occur with respect thereto or by reason thereof.
Lessor shall have the option in its sole discretion to terminate this Lease as
of the taking of possession by the condemning authority, by giving written
notice to Lessee of such election within thirty (30) days after receipt of
notice of a taking by condemnation of any part of the Premises or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the Office Building Project under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damage; provided,
however, that Lessee shall be entitled to any separate award for loss of or
damage to Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such improvements shall be amortized over the original term of this Lease
excluding any



options. In the event that this Lease is not terminated by reason of such
condemnation, Lessor shall to the extent of severance damages received by Lessor
in connection with such condemnation, repair any damage to the Premises caused
by such condemnation except to the extent that Lessee has been reimbursed
therefor by the condemning authority. Lessee shall pay any amount in excess of
such severance damages required to complete such repair.

15.   Broker's Fee.

                  (a)   The brokers involved in this transaction are NONE as
                        "listing broker" and NONE as "cooperating broker,"
                        licensed real estate broker(s). A "cooperating broker"
                        is defined as any broker other than the listing broker
                        entitled to a share of any commission arising under this
                        Lease. Upon execution of this Lease by both parties,
                        Lessor shall pay to said brokers jointly, or in such
                        separate shares as they may mutually designate in
                        writing, a fee as set forth in a separate agreement
                        between Lessor and said broker(s), or in the event there
                        is no separate agreement between Lessor and said
                        broker(s), the sum of $ - , for brokerage services
                        rendered by said broker(s) to Lessor in this
                        transaction.

                  (b)   Lessor further agrees that (i) if Lessee exercises any
                        Option, as defined in paragraph 39.1 of this Lease,
                        which is granted to Lessee under this Lease, or any
                        subsequently granted option which is substantially
                        similar to an Option granted to Lessee under this Lease,
                        or (ii) if Lessee acquires any rights to the Premises or
                        other premises described in this Lease which are
                        substantially similar to what Lessee would have acquired
                        had an Option herein granted to Lessee been exercised,
                        or (iii) if Lessee remains in possession of the Premises
                        after the expiration of the term of this Lease after
                        having failed to exercise an Option, or (iv) if said
                        broker(s) are the procuring cause of any other lease or
                        sale entered into between the parties pertaining to the
                        Premises and/or any adjacent property in which Lessor
                        has an interest, or (v) if the Base Rent is increased,
                        whether by agreement or operation of an escalation
                        clause contained herein, then as to any of said
                        transactions or rent increases, Lessor shall pay said
                        broker(s) a fee in accordance with the schedule of said
                        broker(s) in effect at the time of execution of this
                        Lease. Said fee shall be paid at the time such increased
                        rental is determined.

                  (c)   Lessor agrees to pay said fee not only on behalf of
                        Lessor but also on behalf of any person, corporation,
                        association, or other entity having an ownership
                        interest in said real property or any part thereof, when
                        such fee is due hereunder. Any transferee of Lessor's
                        interest in this Lease, whether such transfer is by
                        agreement or by operation of law, shall be deemed to
                        have assumed Lessor's obligation under this paragraph
                        15. Each listing and cooperating broker shall be a third
                        party beneficiary of the provisions of this paragraph 15
                        to the extent of their interest in any commission
                        arising under this Lease and may enforce that right
                        directly against Lessor; provided, however, that all
                        brokers having a right to any part of such total
                        commission shall be a necessary party to any suit with
                        respect thereto.

                  (d)   Lessee and Lessor each represent and warrant to the
                        other that neither has had any dealings with any person,
                        firm, broker or finder (other than the person(s), if
                        any, whose names are set forth in paragraph 15(a),
                        above) in connection with the negotiation of this Lease
                        and/or the consummation of the transaction contemplated
                        hereby, and no other broker or other person, firm or
                        entity is entitled to any commission or finder's fee in
                        connection with said transaction and Lessee and Lessor
                        do each hereby indemnify and hold the other harmless
                        from and against any costs, expenses, attorneys' fees or
                        liability for compensation or charges which may be
                        claimed by any such unnamed broker, finder or other
                        similar party by reason of any dealings or actions of
                        the indemnifying party.



16.   Estoppel Certificate.

                  (a)   Each party (as "responding party") shall at any time
                        upon not less than ten (10) days' prior written notice
                        from the other party ("requesting party") execute,
                        acknowledge and deliver to the requesting party a
                        statement in writing (i) certifying that this Lease is
                        unmodified and in full force and effect (or, if
                        modified, stating the nature of such modification and
                        certifying that this Lease, as so modified, is in full
                        force and effect) and the date

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to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied upon
by any prospective purchaser or encumbrancer of the Office Building Project or
of the business of Lessee.

                  (b)   At the requesting party's option, the failure to deliver
                        such statement within such time shall be a material
                        default of this Lease by the party who is to respond,
                        without any further notice to such party, or it shall be
                        conclusive upon such party that (i) this Lease is in
                        full force and effect, without modification except as
                        may be represented by the requesting party, (ii) there
                        are no uncured defaults in the requesting party's
                        performance, and (iii) if Lessor is the requesting
                        party, not more than one month's rent has been paid in
                        advance.

                  (c)   If Lessor desires to finance, refinance, or sell the
                        Office Building Project, or any part thereof, Lessee
                        hereby agrees to deliver to any lender or purchaser
                        designated by Lessor such financial statements of Lessee
                        as may be reasonably required by such lender or
                        purchaser. Such statements shall include the past three
                        (3) years' financial statements of Lessee. All such
                        financial statements shall be received by Lessor and
                        such lender or purchaser in confidence and shall be used
                        only for the purposes herein set forth.

17. Lessor's Liability. The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in paragraph 15, in the event of any transfer of such title
or interest, Lessor herein named (and in case of any subsequent transfers then
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

18. Severability. The invalidity of any provision of this Lease as determined by
a court of competent jurisdiction shall in no way affect the validity of any
other provision hereof.

19. Interest on Past-due Obligations. Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law or judgments from the date due. Payment of such interest
shall not excuse or cure any default by Lessee under this Lease; provided,
however, that interest



shall not be payable on late charges incurred by Lessee nor on any amounts upon
which late charges are paid by Lessee.

20. Time of Essence. Time is of the essence with respect to the obligations to
be performed under this Lease.

21. Additional Rent. All monetary obligations of Lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating
Expense Increase and any other expenses payable by Lessee hereunder shall be
deemed to be rent.

22. Incorporation of Prior Agreements; Amendments. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective. This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification. Except as otherwise stated
in this Lease, Lessee hereby acknowledges that neither the real estate broker
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health
Act, the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this
Lease.

23. Notices. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be. Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit in the mail, postage prepaid, whichever first occurs. Either party may
by notice to the other specify a different address for notice purposes except
that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes. A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

24. Waivers. No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless of Lessor's knowledge of such preceding breach at the time of
acceptance of such rent.

25. Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26. Holding Over. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be two hundred percent (200%) of the rent payable immediately preceding
the termination date of this Lease, and all Options, if any, granted under the
terms of this Lease shall be deemed terminated and be of no further effect
during said month to month tenancy.

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

28. Covenants and Conditions. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. Binding Effect; Choice of Law. Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provisions of paragraph
17, this Lease shall bind the parties, their personal



representatives, successors and assigns. This Lease shall be governed by the
laws of the State where the Office Building Project is located and any
litigation concerning this Lease between the parties hereto shall be initiated
in the county in which the Office Building Project is located.

30.   Subordination.

                  (a)   This Lease, and any Option or right of first refusal
                        granted hereby, at Lessor's option, shall be subordinate
                        to any ground lease, mortgage, deed of trust, or any
                        other hypothecation or security now or hereafter placed
                        upon the Office Building Project and to any and all
                        advances made on the security thereof and to all
                        renewals, modifications, consolidations, replacements
                        and extensions thereof. Notwithstanding such
                        subordination, Lessee's right to quiet possession of the
                        Premises shall not be disturbed if Lessee is not in
                        default and so long as Lessee shall pay the rent and
                        observe and perform all of the provisions of this Lease,
                        unless this Lease is otherwise terminated pursuant to
                        its terms. If any mortgagee, trustee or ground lessor
                        shall elect to have this Lease and any Options granted
                        hereby prior to the lien of its mortgage, deed of trust
                        or ground lease, and shall give written notice thereof
                        to Lessee, this Lease and such Options shall be deemed
                        prior to such mortgage, deed of trust or ground lease,
                        whether this Lease or such Options are dated prior or
                        subsequent to the date of said mortgage, deed of trust
                        or ground lease or the date of recording thereof.

                  (b)   Lessee agrees to execute any documents required to
                        effectuate an attornment, a subordination, or to make
                        this Lease or any Option granted herein prior to the
                        lien of any mortgage, deed of trust or ground lease, as
                        the case may be. Lessee's failure to execute such
                        documents within ten (10) days after written demand
                        shall constitute a material default by Lessee hereunder
                        without further notice to Lessee or, at Lessor's option,
                        Lessor shall execute such documents on behalf of Lessee
                        as Lessee's attorney-in-fact. Lessee does hereby make,
                        constitute and irrevocably appoint Lessor as Lessee's
                        attorney-in-fact and in Lessee's name, place and stead,
                        to execute such documents in accordance with this
                        paragraph 30(b).

31.   Attorneys' Fees.

      31.1  If either party or the broker(s) named herein bring an action to
            enforce the terms hereof or declare rights hereunder, the prevailing
            party in any such action, trial or appeal thereon, shall be entitled
            to his reasonable attorneys' fees to be paid by the losing party as
            fixed by the court in the same or a separate suit, and whether or
            not such action is pursued in decision or judgment. The provisions
            of this paragraph shall inure to the benefit of the broker named
            herein who seeks to enforce a right hereunder.

      31.2  The attorneys' fee award shall not be computed in accordance with
            any court fee schedule, but shall be such as to fully reimburse all
            attorneys' fees reasonably incurred in good faith.

      31.3  Lessor shall be entitled to reasonable attorneys' fees and all other
            costs and expenses incurred in the preparation and service of notice
            of default and consultations in connection therewith, whether or not
            a legal transaction is subsequently commenced in connection with
            such default.

32.   Lessor's Access.

      32.1  Lessor and Lessor's agents shall have the right to enter the
            Premises at reasonable times for the purpose of inspecting the same,
            performing any services required of Lessor, showing the same to
            prospective purchasers, lenders, or lessees, taking such safety
            measures, erecting such scaffolding or other necessary structures,
            making such alterations, repairs, improvements or additions to the



            Premises or to the Office Building Project as Lessor may reasonably
            deem necessary or desirable and the erecting, using and maintaining
            of utilities, services, pipes and conduits through the Premises
            and/or other premises as long as there is no material adverse effect
            to Lessee's use of the Premises. Lessor may at any time place on or
            about the Premises or the Building any ordinary "For Sale" signs and
            Lessor may at any time during the last 120 days of the term hereof
            place on or about the Premises any ordinary "For Lease" signs.

      32.2  All activities of Lessor pursuant to this paragraph shall be without
            abatement of rent, nor shall Lessor have any liability to Lessee for
            the same.

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      32.3  Lessor shall have the right to retain keys to the Premises and to
            unlock all doors in or upon the Premises other than to files, vaults
            and safes, and in the case of emergency to enter the Premises by any
            reasonably appropriate means, and any such entry shall not be deemed
            a forceable or unlawful entry or detainer of the Premises or an
            eviction. Lessee waives any charges for damages or injuries or
            interference with Lessee's property or business in connection
            therewith.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
without first having obtained Lessor's prior written consent. Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant such
consent. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34. Signs. Lessee shall not place any sign upon the Premises or the Office
Building Project without Lessor's prior written consent. Under no circumstances
shall Lessee place a sign on any roof of the Office Building Project.

35. Merger. The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36. Consents. Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37. Guarantor. In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants, conditions and provisions on Lessee's part
to be observed and performed hereunder, Lessee shall have quiet possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease. The individuals executing this Lease on behalf of Lessor represent and
warrant to Lessee that they are fully authorized and legally capable of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

39.   Options.  (See Exhibit D)



      39.1  Definition. As used in this paragraph the word "Option" has the
            following meaning: (1) the right or option to extend the term of
            this Lease or to renew this Lease or to extend or renew any lease
            that Lessee has on other property of Lessor; (2) the option of right
            of first refusal to lease the Premises or the right of first offer
            to lease the Premises or the right of first refusal to lease other
            space within the Office Building Project or other property of Lessor
            or the right of first offer to lease other space within the Office
            Building Project or other property of Lessor; (3) the right or
            option to purchase the Premises or the Office Building Project, or
            the right of first refusal to purchase the Premises or the Office
            Building Project or the right of first offer to purchase the
            Premises or the Office Building Project, or the right or option to
            purchase other property of Lessor, or the right of first refusal to
            purchase other property of Lessor or the right of first offer to
            purchase other property of Lessor.

      39.2  Options Personal. Each Option granted to Lessee in this Lease is
            personal to the original Lessee and may be exercised only by the
            original Lessee while occupying the Premises who does so without the
            intent of thereafter assigning this Lease or subletting the Premises
            or any portion thereof, and may not be exercised or be assigned,
            voluntarily or involuntarily, by or to any person or entity other
            than Lessee; provided, however, that an Option may be exercised by
            or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
            this Lease. The Options, if any, herein granted to Lessee are not
            assignable separate and apart from this Lease, nor may any Option be
            separated from this Lease in any manner, either by reservation or
            otherwise.

      39.3  Multiple Options. In the event that Lessee has any multiple options
            to extend or renew this Lease a later option cannot be exercised
            unless the prior option to extend or renew this Lease has been so
            exercised.

      39.4  Effect of Default on Options.

                  (a)   Lessee shall have no right to exercise an Option,
                        notwithstanding any provision in the grant of Option to
                        the contrary, (i) during the time commencing from the
                        date Lessor gives to Lessee a notice of default pursuant
                        to paragraph 13.1(c) or 13.1(d) and continuing until the
                        noncompliance alleged in said notice of default is
                        cured, or (ii) during the period of time commencing on
                        the day after a monetary obligation to Lessor is due
                        from Lessee and unpaid (without any necessity for notice
                        thereof to Lessee) and continuing until the obligation
                        is paid, or (iii) in the event that Lessor has given to
                        Lessee three or more notices of default under paragraph
                        13.1(c), or paragraph 13.1(d), whether or not the
                        defaults are cured, during the 12 month period of time
                        immediately prior to the time that Lessee attempts to
                        exercise the subject Option, (iv) if Lessee has
                        committed any non-curable breach, including without
                        limitation those described in paragraph 13.1(b), or is
                        otherwise in default of any of the terms, covenants or
                        conditions of this Lease.

                  (b)   The period of time within which an Option may be
                        exercised shall not be extended or enlarged by reason of
                        Lessee's inability to exercise an Option because of the
                        provisions of paragraph 39.4(a).

                  (c)   All rights of Lessee under the provisions of an Option
                        shall terminate and be of no further force or effect,
                        notwithstanding Lessee's due and timely exercise of the
                        Option, if, after such exercise and during the term of
                        this Lease, (i) Lessee fails to pay to Lessor a monetary
                        obligation of Lessee for a period of thirty (30) days
                        after such obligation becomes due (without any necessity
                        of Lessor to give notice thereof to Lessee), or (ii)
                        Lessee fails to commence to cure a default specified in
                        paragraph 13.1(d) within thirty (30) days after the date
                        that Lessor gives notice to Lessee of such default
                        and/or Lessee fails thereafter to diligently prosecute
                        said cure to completion, or (iii) Lessor gives to Lessee
                        three or more notices of default



                        under paragraph 13.1(c), or paragraph 13.1(d), whether
                        or not the defaults are cured, or (iv) if Lessee has
                        committed any non-curable breach, including without
                        limitation those described in paragraph 13.1(b), or is
                        otherwise in default of any of the terms, covenants and
                        conditions of this Lease.

40.   Measures -- Lessor's Reservations.

      40.1  Lessee hereby acknowledges that Lessor shall have no obligation
            whatsoever to provide guard service or other security measures for
            the benefit of the Premises or the Office Building Project. Lessee
            assumes all responsibility for the protection of Lessee, its agents,
            and invitees and the property of Lessee and of Lessee's agents and
            invitees from acts of third parties. Nothing herein contained shall
            prevent Lessor, at Lessor's sole option, from providing security
            protection for the Office Building Project or any part thereof, in
            which event the cost thereof shall be included within the definition
            of Operating Expenses, as set forth in paragraph 4.2(b).

      40.2  Lessor shall have the following rights:

                  (a)   To change the name, address or title of the Office
                        Building Project or building in which the Premises are
                        located upon not less than 90 days prior written notice;

                  (b)   To, at Lessee's expense, provide and install Building
                        standard graphics on the door of the Premises and such
                        portions of the Common Areas as Lessor shall reasonably
                        deem appropriate;

                  (c)   To permit any lessee the exclusive right to conduct any
                        business as long as such exclusive does not conflict
                        with any rights expressly given herein;

                  (d)   To place such signs, notices or displays as Lessor
                        reasonably deems necessary or advisable upon the roof,
                        exterior of the buildings or the Office Building Project
                        or on pole signs in the Common Areas;

      40.3  Lessee shall not:

                  (a)   Use a representation (photographic or otherwise) of the
                        Building or the Office Building Project or their name(s)
                        in connection with Lessee's business;

                  (b)   Suffer or permit anyone, except in emergency, to go upon
                        the roof of the Building.

41.   Easements.

      41.1  Lessor reserves to itself the right, from time to time, to grant
            such easements, rights and dedications that Lessor deems necessary
            or desirable, and to cause the recordation of Parcel Maps and
            restrictions, so long as such easements, rights, dedications, Maps
            and restrictions do not unreasonably interfere with the use of the
            Premises by Lessee. Lessee shall sign any of the aforementioned
            documents upon request of Lessor and failure to do so shall
            constitute a material default of this Lease by Lessee without the
            need for further notice to Lessee.

      41.2  The obstruction of Lessee's view, air, or light by any structure
            erected in the vicinity of the Building, whether by Lessor or third
            parties, shall in no way affect this Lease or impose any liability
            upon Lessor.

42. Performance Under Protest. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary



payment, and there shall survive the right on the part of said party to
institute suit for recovery of such sum. If it shall be adjudged that there was
no legal obligation on the part of said party to pay such sum or any part
thereof, said party shall be entitled to recover such sum or so much thereof as
it was not legally required to pay under the provisions of this Lease.

(C) American Industrial Real Estate Association
FULL SERVICE-GROSS
PAGE 9 of 10 PAGES
INITIALS: /s/ SJC
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          /s/ MC
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43. Authority. If Lessee is a corporation, trust, or general or limited
partnership, Lessee, and each individual executing this Lease on behalf of such
entity represent and warrant that such individual is duly authorized to execute
and deliver this Lease on behalf of said entity. If Lessee is a corporation,
trust or partnership, Lessee shall, within thirty (30) days after execution of
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. Conflict. Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the typewritten or handwritten provisions, if any, shall be
controlled by the typewritten or handwritten provisions.

45. No Offer. Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by both parties.

46. Lender Modification. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

47. Multiple Parties. If more than one person or entity is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

48. Work Letter. This Lease is supplemented by that certain Work Letter of even
date executed by Lessor and Lessee, attached hereto as Exhibit C, and
incorporated herein by this reference.

49. Attachments. Attached hereto are the following documents which constitute a
part of this Lease:

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

            IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION
            TO YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR
            RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE
            ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES
            AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF
            THIS LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES SHALL
            RELY SOLELY UPON THE ADVICE



            OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF
            THIS LEASE.

LESSOR:                                  LESSEE:

CHRISTIANO FAMILY TRUST                  GLOBETROTTER SOFTWARE, INC.


By:   /s/ Sallie J. Calhoun              By:   /s/ Matt Christiano
      ------------------------------           -------------------
      Sallie J. Calhoun                        Matt Christiano

      Its:  Trustee                            Its:  President

Executed at:  _________________________  Executed at:  _________________________

on   Feb.  1, 2000                       on  Feb.  1, 2000
   -------------------------                ------------------------

Address_____________________________     Address_____________________________

(C) American Industrial Real Estate Association
FULL SERVICE-GROSS
PAGE 10 of 10 PAGES
For these forms write or call the American Industrial Real Estate Association,
350 South Figueroa Street, Suite 275, Los Angeles, CA 90071, (213) 687-8777. (C)
American Industrial Real Estate Association. All rights reserved. No part of
these words may be reproduced in any form without permission in writing.



EXHIBIT A - Floor Plans [Graphic of Floor Plans]

INITIALS: /s/ SJC
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          /s/ MC
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EXHIBIT B - General Rules [General Rules stated]

PAGE 1 OF 1 PAGES

INITIALS: /s/ SJC
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          /s/ MC
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EXHIBIT D

1. Option on Available Space

For the term of this lease, Lessor will have an option to rent any space in the
Premises that becomes vacant. The rental rate on such space will be whatever
Lessor is currently paying under the Lease. Space will be added to the original
lease. All other terms of the Lease will remain unchanges.

2. Option Exercise

Lessee will notify Lessor when space is scheduled to become vacant. Lessor will
have 30 days from the date of notification to respond as to whether or not this
new space should be added to the original Lease. After 30 days, Lessee will
market space. Lessee shall begin paying rent on the additional space as soon as
required improvements are completed. 

/s/ SJC
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/s/ MC
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PAGE 1

EXHIBIT E

1. Base rent shall increase on the anniversary date of the lease eacy year as
shown below:

Feb. 1, 2001 - $2.10/sq. ft.
Feb. 1, 2002  - $2.25/sq. ft.
Feb.1, 2003 - $2.40/ sq. ft.
Feb. 1, 2004 - $2.55/ sq. ft.

/s/ SJC
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/s/ MC
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PAGE 1



                    AMENDMENT TO STANDARD OFFICE LEASE--GROSS

The Standard Office Lease--Gross, dated February 1, 2000 and all addendums and
exhibits thereto, by and between Globetrotter Software, Inc. and the Christiano
Family Trust, pertaining to premises located at 1530 Meridian Avenue, San Jose,
California (the "Lease"), is hereby amended, effective as of the Effective Time,
as follows: 

      1. In Section 1.1 of the Lease, the identification of the parties as
"Lessor" and "Lessee" is corrected, such that the Christiano Family Trust is the
"Lessor" and Globetrotter Software, Inc. is the "Lessee."

      2. The handwritten language in Section 2.2 of the Lease "Licensee shall
use all underground spaces not leased to other tenants" is deleted in its
entirety and replaced with the following language: "Lessee shall be entitled to
20 underground parking spaces in the Office Building Project."

      3. A new section 3.5 is added to the Lease to read as follows:

            3.5 Early Termination. Lessee may terminate this Lease at any time
            on or before February 28, 2001 (the "Termination Period"), by giving
            Lessor notice of such termination not less than 60 days prior to its
            effective date. Lessee shall have no further obligation to pay rent
            or any other amounts to Lessor hereunder following the effective
            date of any such termination other than amounts that would otherwise
            survive the termination of this Lease pursuant to the terms hereof
            or applicable law. If Lessee has reasonably pursued options to
            relocate its operations but has not given its notice of termination
            prior to the 60-day period ending on February 28, 2001, the
            Termination Period shall extend up to and including May 31, 2001. If
            Lessee has reasonably pursued options to relocate its operations but
            has not given its notice of termination prior to the 60-day period
            ending on this extended date of May 31, 2001, the Termination Period
            shall extend up to and including August 31, 2001.

      4. The crossed out language in Section 5 of the Lease is reinserted in its
entirety.

      5. The last sentence of Section 12.1 is amended to read as follows: For
purposes of this paragraph 12, "transfer" shall not include any change in the
ownership of Lessee.

      6. The handwritten language in Section 39 of the Lease "See Exhibit D" is
deleted in its entirety.

      7. "Exhibit D" of the Lease is deleted in its entirety.

      8. Lessor hereby consents to the assignment of the Lease, as amended
herein, by reason of the merger of GSI Acquisition Corp. with and into
Globetrotter Software, Inc.

Other than as set forth above, the Lease remains in full force and effect.

LESSOR:                                   LESSEE:

CHRISTIANO FAMILY TRUST                   GLOBETROTTER SOFTWARE, INC.


By: /s/ Sallie J. Calhoun                 By: /s/ Matthew Christiano
    ---------------------------               ---------------------------
    Sallie J. Calhoun, Trustee                Matthew Christiano, President