{"id":41975,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/two-circle-star-way-san-carlos-ca-lease-agreement-circle.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"two-circle-star-way-san-carlos-ca-lease-agreement-circle","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/two-circle-star-way-san-carlos-ca-lease-agreement-circle.html","title":{"rendered":"Two Circle Star Way (San Carlos, CA) Lease Agreement – Circle Star Center Associates LP and Network Computer Inc."},"content":{"rendered":"
\n================================================================================\n\n                           CIRCLE STAR LEASE AGREEMENT\n\n                                 by and between\n\n                       CIRCLE STAR CENTER ASSOCIATES, L.P.\n\n                                  (\"Landlord\")\n\n                                       and\n\n                             NETWORK COMPUTER, INC.\n\n                                   (\"Tenant\")\n\n================================================================================\n\n\n                                TABLE OF CONTENTS\n\nPARAGRAPH                          DESCRIPTION                              PAGE\n--------------------------------------------------------------------------------\n\n      BASIC LEASE INFORMATION .................................................v\n\n      1.    Occupancy and Use .................................................1\n\n      2.    Terms and Possession ..............................................1\n                                                                              \n      3.    Rent; Rent Adjustments; Additional Charges for Expenses           \n            and Taxes .........................................................2\n            (A) Monthly Base Rent .............................................2\n            (B) Adjustments in Base Rent ......................................2\n            (C) Additional Charges for Expenses and Taxes .....................2\n            (1) Definitions of Additional Charges: ............................2\n            (A) \"Tax Year\" ....................................................2\n            (B) \"Tenant's Share\" ..............................................2\n            (C) \"Real Estate Taxes\" ...........................................2\n            (D) \"Expenses\" ....................................................3\n            (E) \"Expense Year\" ................................................4\n            (2) Payment of Real Estate Taxes: .................................4\n            (3) Payment of Expenses: ..........................................4\n            (4) Other: ........................................................4\n            (5) Audit: ........................................................4\n            (D) Late Charges ..................................................5\n\n      4.    Restrictions on Use ...............................................5\n            \n      5.    Compliance with Laws ..............................................5\n            \n      6.    Additional Alterations.............................................6\n            \n      7.    Repair and Maintenance ............................................6\n            \n      8.    Liens .............................................................7\n            \n      9.    Assignment and Subletting .........................................7\n            \n      10.   Insurance and Indemnification .....................................9\n            \n      11.   Waiver of Subrogation ............................................10\n            \n      12.   Services and Utilities ...........................................10\n            \n      13.   Tenant's Certificates ............................................11\n            \n      14.   Holding over .....................................................11\n            \n      15.   Subordination ....................................................12\n            \n      16.   Rules and Regulations ............................................12\n\n\n                                       i\n\n\n      17.   Re-entry by Landlord .............................................12\n                                                                              \n      18.   Insolvency or Bankruptcy .........................................13\n                                                                              \n      19.   Default ..........................................................13\n                                                                              \n      20.   Damage by Fire, Etc ..............................................14\n                                                                              \n      21.   Eminent Domain ...................................................14\n                                                                              \n      22.   Sale by Landlord .................................................15\n                                                                              \n      23.   Right of Landlord to Perform .....................................15\n                                                                              \n      24.   Surrender of Premises ............................................15\n                                                                              \n      25.   Waiver ...........................................................15\n                                                                              \n      26.   Notices ..........................................................15\n                                                                              \n      27.   Taxes Payable by Tenant ..........................................16\n                                                                              \n      28.   Abandonment ......................................................16\n                                                                              \n      29.   Successors and Assigns ...........................................16\n                                                                              \n      30.   Attorney's Fees ..................................................16\n                                                                              \n      31.   Light and Air ....................................................16\n                                                                              \n      32.   Security Deposit .................................................16\n                                                                              \n      33.   Corporate Authority; Financial Information .......................17\n                                                                              \n      34.   Parking ..........................................................18\n                                                                              \n      35.   Miscellaneous.....................................................18\n                                                                              \n      36.   Tenant's Remedies ................................................18\n                                                                              \n      37.   Real Estate Brokers ..............................................18\n                                                                              \n      38.   Lease Effective Date .............................................18\n                                                                              \n      39.   Hazardous Substance Liability ....................................18\n                                                                              \n      40.   Arbitration of Disputes ..........................................19\n                                                                              \n      41.   Signage ..........................................................19\n                                                                              \n      42.   Option to Renew ..................................................19\n\n\n                                       ii\n\n\n      43.   Rent During Extension Term .......................................19\n\n      44.   Second Building...................................................20\n\nExhibit \"A\" Premises\n\nExhibit \"B\" Work Letter\n\nExhibit \"B-I\" Landlord's Plans\n\nExhibit \"B-2\" Minimum Information Required\n\nExhibit \"C\" Rules and Regulations\n\nExhibit \"D\" Form of Tenant Estoppel Certificate\n\nExhibit \"E\" Encumbrances\n\nExhibit \"F\" Form of Letter of Credit\n\nExhibit \"G\" Second Building\n\n\n                                      iii\n\n\n                             BASIC LEASE INFORMATION\n----------------------------------------------------------------------------\n\nLease Date:             April 27 1999\n\nLANDLORD:               CIRCLE STAR CENTER ASSOCIATES, L.P.\n                        a California limited partnership\n\nManaging Agent:         THE MOZART DEVELOPMENT COMPANY\n\nLandlord's and Managing Agent's Address:\n                        c\/o THE MOZART DEVELOPMENT COMPANY\n                        1068 East Meadow Circle\n                        Palo Alto, CA 94303\n\nTENANT:                 NETWORK COMPUTER, INC.\n                        a Delaware Corporation\n\nTenant's Address:       Prior to Occupancy:        After Commencement Date:\n                        1000 Bridge Parkway        at the Premises\n                        Redwood Shores, CA 94065   Attn: Chief Financial Officer\n\nBuilding:               Two Circle Star Way, San Carlos, California\n\nSuite:                  100, 300, and 400\n\nRentable Area\nof the Premises:        First Floor: 24,696; Third Floor: 26,561; Fourth Floor:\n                        26,561; Total: 77,818\n\nRentable Area\nof the Building:        102,997 square feet\n\nTenant's Use\nof the Premises:        General Office and Administration, research and\n                        development; hardware and software labs, and incidental\n                        uses including demonstration rooms and multi-purpose\n                        rooms.\n\nLease Term:             Ten (10) years\n\nOption to Terminate:    See paragraph 2(e)\n\nScheduled\nCommencement Date:      August 1, 1999\n\nScheduled\nExpiration Date:        July 31, 2009\n\nTenant Allowance:       $1,945,450 ($25 psf x 77,818 sf).\n\nAdditional Allowance:   $389,090 ($5 psf x 77,818 sf).\n\nTenant's Plan\nDelivery Date:          April 21, 1999\n\nOutside Delivery Date:  December 31, 1999\n\nMonthly Base Rent:      $2.60 per Rentable Square Foot of the Rentable Area of\n                        the Premises, provided, however, the Monthly Base Rent\n                        for the first month (in respect of the Initial Premises)\n                        shall be waived. The term \"Initial Premises\" shall mean\n                        the premises described on Exhibit \"A\" prior to the\n                        effect of any increase in the Premises that results from\n                        an election of Tenant to lease any First Right\n\n\n                                       iv\n\n\n                        Space pursuant to Paragraph 45.\n\nBase Rent Adjustment:   On each anniversary, of the Commencement Date the\n                        Monthly Base Rent shall increase by three percent (3%)\n                        over the Monthly Base Rent applicable to the month\n                        immediately prior to the applicable anniversary. (Note:\n                        there is also an initial adjustment to Monthly Base Rent\n                        required by Paragraph 3(b)(i)).\n\nTenant's Share of\nExpenses and Taxes\n(\"Additional Charges\"): 75.55%\n\nSecurity Deposit:       See Paragraph 32.\n\nGuarantor of Lease:     Oracle Corporation, a Delaware corporation\n\nBroker:                 Cornish & Carey Commercial (Landlord & Tenant)\n\nBroker's Fee or\nCommission, If Any,\nPaid By:                Landlord\n\nThe foregoing Basic Lease Information is hereby incorporated into and made a\npart of this Lease. Each reference in this Lease to any of the Basic Lease\nInformation shall mean the respective information hereinabove set forth and\nshall be construed to incorporate all of the terms provided under the particular\nparagraph pertaining to such information. In the event of any conflict between\nany Basic Lease Information and the Lease, the latter shall control.\n\n\n                                       v\n\n\n                                        LANDLORD:\n                                        CIRCLE STAR CENTER ASSOCIATES, L.P.\n                                        a California limited partnership\n\n                                              By: M-D Ventures, Inc.\n                                              Its: General Partner\n\n                                              By:  \/s\/ Steve Dostart\n                                                   -----------------------------\n                                                   Steve Dostart\n                                              Its: Vice President\n\n\n                                        TENANT:\n                                        \n                                        NETWORK COMPUTER, INC.\n                                        A Delaware corporation By:\n\n                                        By:  \/s\/ Mitchell Kertzman\n                                             -----------------------------------\n                                             Mitchell Kertzman\n                                        Its: CEO & President\n\n                                        By:  \/s\/ Nancy J. Hilker\n                                             -----------------------------------\n                                             Nancy J. Hilker\n                                        Its: Vice President & Chief\n                                             Financial Officer\n\n\n                                       vi\n\n\n                                 LEASE AGREEMENT\n\n      THIS LEASE AGREEMENT is made and entered into as of April 27, 1999, by and\nbetween CIRCLE STAR CENTER ASSOCIATES, L.P., a California limited partnership,\n(herein called \"Landlord\"), and NETWORK COMPUTER, INC., a Delaware corporation,\n(herein called \"Tenant\").\n\n      Upon and subject to the terms, covenants and conditions hereinafter set\nforth, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord\nthose premises (the \"Premises\") comprising the area substantially as\ncrosshatched on the attached Exhibit \"A\", in the building (hereinafter referred\nto as the \"Building\") specified in the Basic Lease Information attached hereto.\nThe number of square feet designated as Rentable Area of the Premises on the\nBasic Lease Information may include portions of the Building Common Area\nattributed to the Premises and not located within the area outlined on Exhibit\nA. Tenant acknowledges that the number of square feet of Rentable Area of the\nPremises and the Building has been determined according to the measurement\nstandard described in the letter of Kenneth Rodriguez Associates dated September\n18, 1998. The Building is located on land on which Landlord intends to develop\ntwo buildings as an integrated project (the \"Project\"). The term \"Common Area\"\nshall mean all areas and facilities within the Project that are not designated\nby Landlord for the exclusive use of Tenant or any other tenant or other\noccupant of the Project, including the parking areas, access and perimeter\nroads, pedestrian sidewalks, landscaped areas, trash enclosures, recreation\nareas and the like.\n\n      1. OCCUPANCY AND USE. Tenant may use and occupy the Premises for the\npurpose specified in the Basic Lease Information and for no other use or purpose\nwithout the prior written consent of Landlord. Landlord shall have the right to\ngrant or withhold consent to a proposed change of use in its sole discretion.\nTenant shall be entitled to the benefit on a nonexelusive basis of (i) the\nBuilding Common Areas with other occupants of the Building, and (ii) to the\nextent and for so long as Landlord continues to own the Project, the Project\nCommon Areas with other occupants of the Project in accordance with the Rules\nand Regulations established by Landlord from time to time. Provided, however,\nthat if Landlord sells a portion of the Project, Landlord shall assure to Tenant\nthat Tenant's rights to access and parking are assured through a Reciprocal\nEasement Agreement or other like mechanism. Notwithstanding the above, Tenant\nunderstands and agrees that (a) a Declaration of Covenants, Conditions and\nRestrictions made as of June 24, 1997 by and between Mozad, L.P.. a California\nlimited partnership and Homestead Village Inc., a Maryland corporation\n(\"CC&R's\"). (b) the Lease between Mozad, L.P. as Lessor and Circle Star Center\nAssociates, L.P. as Lessee dated as of October 15. 1997 (\"Ground Lease\") and (c)\na Conditional Use Permit, Office Complex, 1717 Industrial Road, San Carlos, CA\n94070, effective date June 12, 1997, may encumber the Land and Project and that\nTenant's Occupancy and Use of the Premises may be restricted by such\nencumbrances. If necessary, Tenant shall execute such documents as are\nreasonably necessary to cause this Lease to become subordinate to such\nencumbrances (see the attached Exhibit \"E\", Encumbrances).\n\n      2. TERM AND POSSESSION; OPTION TO TERMINATE.\n\n            (a) The term of this Lease (the \"Term\") shall be for the period\nspecified in the Basic Lease Information (or until sooner terminated as herein\nprovided), subject extension pursuant to Paragraph 42 and\/or Paragraph\n45(c)(3)(E). Subject to Tenant's termination right set forth below in this\nParagraph, if Landlord, for any reason whatsoever, cannot deliver possession of\nthe Premises in the condition required under this Lease (including the\nSubstantial Completion of the Tenant Improvements), with all governmental\npermits required for the occupancy of the Premises, to Tenant on the date\nspecified in the Basic Lease Information for the commencement of the Term, this\nLease shall not be void or voidable, nor shall Landlord be liable to Tenant for\nany loss or damage resulting therefrom. In that event, however, the Term of the\nLease shall not commence until such commencement date as is determined pursuant\nto Exhibit B. In such event, the scheduled commencement date and scheduled\nexpiration date shall be adjusted accordingly. Payment of Rent and Additional\nCharges by Tenant due to delay in delivery of the Premises caused by Tenant\nshall also be governed by Exhibit B hereof. Notwithstanding the provisions above\nand of Exhibit B, if the delivery of the Premises is delayed beyond Outside\nDelivery Date, as set forth in the Basic Lease Information, Tenant shall have\nthe right to terminate this Lease by notifying Landlord in writing of its intent\nto do so no later than ten (10) business days after the Outside Delivery Date.\nThe Outside Delivery Date shall be extended one day for each day of\n\n\n                                       1\n\n\ndelay caused by (i) Tenant Delays as more particularly set forth in Exhibit B\nhereof and (ii) acts of God or the elements, acts of the Government, labor\ndisturbances of any character, a shortage of material or labor, or other causes\nbeyond the reasonable control of Landlord for a period up to sixty (60) days\n(any of the foregoing, \"Force Majeure\"). The dates upon which the Term shall\nactually commence and terminate pursuant to this Paragraph 2(a) are herein\ncalled the \"Commencement Date\" and the \"Expiration Date,\" respectively.\n\n            (b) Completion of the improvements to the Premises and Building\nshall be governed by the terms and conditions of the separate work letter (\"Work\nLetter\"), attached hereto as Exhibit \"B\".\n\n            (c) The Premises shall be deemed \"delivered\" and the Term shall\ncommence as defined in Exhibit B.\n\n            (d) Tenant shall, no later than thirty (30) days after Substantial\nCompletion of the Tenant Improvements, occupy a portion of the Premises or\ndeliver a letter to Landlord confirming that possession of the Premises has been\ntendered to and accepted by Tenant and that Tenant, by virtue of such\nacceptance, is in occupancy of the Premises. Time is of essence. This\nsubparagraph 2(d) shall not be construed as an obligation of Tenant to\ncontinuously occupy the Premises.\n\n            (e) Tenant shall have the option to terminate this Lease with\nrespect to not less than all of the Initial Premises effective upon the end of\nthe eighth anniversary of the Commencement Date (subject to the extension of\nthis period pursuant to Paragraph 45(e)(3)(C)) if, and only if, Tenant provides\nwritten notice to Landlord no less than twenty (20) months prior to the\neffective date of such termination. This option to terminate shall not be\nexercisable from and after Tenant's exercise of its option to renew pursuant to\nParagraph 42 below. As a condition to Tenant's termination of this Lease\npursuant to this subparagraph (e), Tenant shall pay the unamortized portion of\nthe Additional Allowance applicable to the Initial Premises as of the date of\nsuch termination based upon amortization over the period commencing on the first\nday of the second month of the Term and ending on the Expiration Date, with the\nreturn of nine percent (9%) per annum. In the event Tenant exercises its option\nto terminate pursuant to this paragraph, effective upon such termination all of\nits rights to occupy the Initial Premises and the portions of the Project\nassociated therewith shall terminate including but not limited to its right to\nbuilding signage pursuant to the second sentence of Paragraph 41 and its right\nto use the roof top for an Antenna pursuant to Paragraph 44.\n\n      3. RENT; RENT ADJUSTMENTS; ADDITIONAL CHARGES FOR EXPENSES AND TAXES.\n\n            (a) Monthly Base Rent.\n\n                  (i) Payment of Base Rent. Commencing on the Commencement Date\n(but subject to the waiver in clause (ii) below), Tenant shall pay to Landlord\nthroughout the Term an amount equal to the Monthly Base Rent rate specified in\nthe Basic Lease Information as adjusted pursuant to Paragraph 3(b), multiplied\nby the Rentable Area of the Premises, as specified in the Basic Lease\nInformation (\"Base Rent\"), which sum shall be payable by Tenant in equal monthly\ninstallments on, or, at Tenant's election, before, the first day of each month,\nin advance, in lawful money of the United States (without any prior demand\ntherefor and without deduction or offset whatsoever, except as expressly\nprovided for in Paragraphs 20 & 21) to Landlord or its managing agent at the\naddress specified in the Basic Lease Information or to such other firm or to\nsuch other place as Landlord or its Managing Agent, may from time to time\ndesignate in writing. Tenant shall pay to Landlord all charges and other amounts\nwhatsoever as provided in this Lease (\"Additional Charges\") at the place where\nthe Base Rent is payable, and Landlord shall have the same remedies for a\ndefault in the payment of Additional Charges as for a default in the payment of\nBase Rent. As used herein, the term \"Rent\" shall include all Base Rent and\nAdditional Charges (including, without limitation. Additional Charges for Real\nEstate Taxes and Expenses pursuant to Paragraph 3(c) below, and Additional\nCharges pursuant to Paragraphs 7(b), 8. 10(d) and 23). If the Commencement Date\nshould occur on a day other than the first day of a calendar month, or the\nExpiration Date should occur on a day other than the last day of a calendar\nmonth, then the Rent and Additional Charges for such fractional month shall be\nprorated on a daily basis.\n\n\n                                       2\n\n\n                  (ii) Partial Waiver of Monthly Base Rent. Landlord shall waive\nthe Monthly Base Rent for the first month (in respect of the Initial Premises)\nof the Term.\n\n            (b) Adjustments in Monthly Base Rent.\n\n                  (i) Adjustment for Additional Allowance. Effective as of the\nfirst day of the second month of the Term, the initial Monthly Base Rent shall\nbe increased by $12.73 per $1,000 of the Additional Allowance drawn by Tenant\npursuant to the Work Letter.\n\n                  (ii) Annual Adjustment. The Monthly Base Rent under Paragraph\n3(a) (excluding the amount payable pursuant to Paragraph 3(b)(i)), shall be\nadjusted as provided in the Basic Lease Information under the \"Base Rent\nAdjustment\".\n\n            (c) Additional Charges for Expenses and Taxes.\n\n                  (1) Definitions of Additional Charges: For purposes of this\nParagraph 3(c), the following terms shall have the meanings hereinafter set\nforth:\n\n                        (A) \"Tax Year\" shall mean each twelve (12) consecutive\n      month period commencing January 1st of the calendar year during which the\n      Commencement Date of this Lease occurs, provided that Landlord, upon\n      notice to Tenant, may change the Tax Year from time to time to any other\n      twelve (12) consecutive month period and, in the event of any such change,\n      Tenant's Share of Real Estate Taxes (as hereinafter defined) shall be\n      equitably adjusted for the Tax Years involved in any such change.\n\n                        (B) \"Tenant's Share\" shall mean the percentage figure so\n      specified in the Basic Lease Information.\n\n                        (C) \"Real Estate Taxes\" shall mean all taxes,\n      assessments and charges levied upon or with respect to the Project or any\n      personal property of Landlord used in the operation of thereof, or\n      Landlord's interest in the Project or such personal property. Real Estate\n      Taxes shall include, without limitation, all general real property taxes\n      and general and special assessments, charges, fees or assessments for\n      transit, housing, police, fire or other governmental services or purported\n      benefits to the Building (provided, however, that any refunds of Real\n      Estate Taxes paid by Tenant (as part of Tenant's Share of Real Estate\n      Taxes) shall be credited against Tenant's further obligation to pay Real\n      Estate Taxes during the Term, or paid to Tenant if received after\n      expiration of the Term), service payments in lieu of taxes, and any tax,\n      fee or excise on the act of entering into this Lease, or any other lease\n      of space in the Building, or on the use or occupancy of the Building or\n      any part thereof, or on the rent payable under any lease or in connection\n      with the business of renting space in the Building, that are now or\n      hereafter levied or assessed against Landlord by the United States of\n      America, the State of California, or any political subdivision, public\n      corporation, district or any other political or public entity, and shall\n      also include any other tax, fee or other excise, however described, that\n      may be levied or assessed as a substitute for, or as an addition to, in\n      whole or in part, any other Real Estate Taxes, whether or not now\n      customary or in the contemplation of the parties on the date of this\n      Lease. Real Estate Taxes shall not include franchise, transfer,\n      inheritance or capital stock taxes, gift or estate taxes, any assessments\n      in excess of the amount which would be payable if such tax or assessment\n      expense were paid in installments over the longest permitted term, any\n      increases in taxes due to the improvement of the Project for the sole use\n      of other occupants, or income taxes measured by the net income of Landlord\n      from all sources unless, due to a change in the method of taxation, any of\n      such taxes is levied or assessed against Landlord as a substitute for, in\n      whole or in part, any other tax that would otherwise constitute a Real\n      Estate Tax. Additionally, Real Estate Taxes shall not include any\n      assessments or like charges to pay for any remediation of contamination\n      from any Hazardous Substance (which are not the liability of Tenant\n      pursuant to Paragraph 39 hereof). Real Estate Taxes shall also include\n      reasonable legal fees, costs and disbursements incurred in connection with\n      proceedings to contest, determine or reduce Real Estate Taxes: provided\n      that such fees, costs and disbursements do not\n\n\n                                       3\n\n\n      exceed the actual savings in Real Estate Taxes obtained by Tenant over the\n      Term Of the Lease. If any assessments are levied on the Project, Tenant\n      shall have no obligation to pay more than that amount of annual\n      installments of principal and interest that would become due during the\n      Lease Term had Landlord elected to pay the assessment in installment\n      payments, even if Landlord pays the assessment in full. From and after\n      commencement of construction of the Second Building (as defined in\n      Paragraph 45 below) Real Estate Taxes shall be adjusted so as to exclude\n      any taxes attributable to the construction of such Second Building during\n      the period of construction thereof. Upon completion of construction of the\n      Second Building, Real Estate Taxes shall include only the Building's Share\n      (as defined below) thereof.\n\n                        (D) \"Expenses\" shall mean the total costs and expenses\n      reasonably paid or incurred by Landlord in connection with the management,\n      operation, maintenance and repair of the Building, including, without\n      limitation (i) the cost of air conditioning, electricity, steam, heating,\n      mechanical, ventilating, elevator systems and all other utilities and the\n      cost of supplies and equipment and maintenance and service contracts in\n      connection therewith; (ii) the cost of repairs and general maintenance and\n      cleaning; (iii) the cost of fire, extended coverage, boiler, sprinkler,\n      public liability, property damage, rent, earthquake (if Landlord\n      determines that it is available at commercially reasonable rates) and\n      other insurance obtained by Landlord in connection with the Project, all\n      including, without limitation, insurance premiums and any deductible\n      amounts paid by Landlord; (iv) fees, charges and other costs, including\n      management fees, consulting fees, legal fees (which are allowed elsewhere\n      in the Lease) and accounting fees of all independent contractors engaged\n      by Landlord directly related to the operation of the Building or\n      reasonably charged by Landlord if Landlord performs management services in\n      connection with the Building, (though the management fee shall not exceed\n      the cap noted in the following paragraph); (v) the cost of any capital\n      improvements made to the Building after the Commencement Date (a) as a\n      labor saving device or to effect other economies in the operation or\n      maintenance of the Building (from which a reasonable person would\n      anticipate that savings would actually result), (b) to repair or replace\n      capital items which are no longer capable of providing the services\n      required of them, or (c) that are made to the Building after the date of\n      this Lease and are required under any Laws (as defined in Paragraph 5),\n      where such capital improvements were not required under any such Laws to\n      be completed with respect to the Building prior to the date the Lease was\n      executed, and the cost of any such capital improvements incurred during\n      any calendar year, shall be amortized over the useful life (but not more\n      than ten years) of the capital item in question as determined in\n      accordance with generally accepted accounting principles (\"GAAP\"),\n      together with interest on the unamortized balance at (x) the rate paid by\n      Landlord on funds borrowed for the purpose of constructing such capital\n      improvements; or (y) if paid from Landlord's own funds, 10% per annum;\n      provided, however, the first $.24 per square foot of the Rentable Area of\n      the Premises of such cost of capital improvements may be included in\n      Expenses even if such amount exceeds the foregoing amortization and any\n      remaining balance of the cost of such capital improvements shall be\n      amortized in accordance with the foregoing (such amortization to commence\n      in the year following the year in which the $.24 was taken as an expense\n      item); and (vi) any other reasonable expenses of any other kind whatsoever\n      reasonably incurred in managing, operating, maintaining and repairing the\n      Building, including, but not limited to, costs incurred pursuant to the\n      Encumbrances identified in Exhibit \"E\" and the Building's Share of Project\n      Common Expenses. \"Project Common Expenses\" shall mean any expenses\n      reasonably paid or incurred by Landlord in connection with the management,\n      operation, maintenance and repair of the Project Common Areas in the\n      Project and any other Expenses reasonably paid or incurred by Landlord for\n      the benefit of the Project as a whole, including, but not limited to, the\n      cost of maintaining the parking lot and facilities and landscaping.\n      \"Building's Share\" shall mean the pro rata portion of all Project Common\n      Expenses based on the amount of gross floor area of the Building as a\n      portion of the gross floor area of all applicable buildings in the\n      Project, all as reasonably determined by Landlord. Any \"deductible\"\n      amounts relating to capital improvements required to be paid by Tenant\n      hereunder in connection with any casualty policy carried by Landlord shall\n      be amortized over the useful life of the restoration work in accordance\n      with GAAP; provided, however, such amounts shall no longer constitute\n      Expenses from and after the date upon which Monthly Base Rent is adjusted\n      to fair market rental pursuant to the terms and conditions of this Lease.\n\n\n                                       4\n\n\n      Notwithstanding anything to the contrary herein contained, Expenses shall\n      not include, and in no event shall Tenant have any obligation to pay for\n      pursuant to this Paragraph 3 or Paragraph 7(b), (aa) the initial\n      construction cost of the Project or real property on which the Building is\n      located; (bb) the cost of providing tenant improvements, renovations,\n      painting or redecorating (other than in Common Areas) to Tenant or any\n      other tenant; (cc) any Base Monthly Rental or Percentage Rental payable\n      pursuant to the Ground Lease and\/or debt service (including, but without\n      limitation, interest, principal and any impound payments) required to be\n      made on any mortgage or deed of trust recorded with respect to the\n      Building and\/or the real property on which the Building is located other\n      than debt service and financing charges imposed pursuant to Paragraph\n      3(c)(l)(D)(v) above; (dd) the cost of special services, goods or materials\n      provided to any tenant; (ee) depreciation; (ff) the portion of a\n      management fee paid to Landlord or affiliate in excess of three percent (3\n      %) of Base Rent and Additional Charges (excluding the management fee);\n      (gg) the portion of a management fee paid in excess of two percent (2%) of\n      Base Rent and Additional Charges (excluding the management fee) if Tenant\n      manages all services (eg. janitorial, HVAC, security, etc.) in respect of\n      its Premises; (hh) costs occasioned by Landlord's fraud or willful\n      misconduct under applicable laws; (ii) costs for which Landlord has a\n      right of reimbursement from others (jj) costs to correct any construction\n      or design defects in the original construction of the Premises, the\n      Building or the Project; (kk) costs arising from a disproportionate use of\n      any utility or service supplied by Landlord to any other occupant of the\n      Building; (ll) repairs, replacement and upgrades to the structural\n      elements of the Building (including foundation, floor slabs, exterior\n      wails and roof structure); (mm) environmental pollution remediation\n      related costs in connection with the remediation of the Project including\n      costs for which Landlord has indemnified Tenant pursuant to Paragraph 39,\n      except any such costs incurred as the result of Tenant's use of the\n      Premises; (nn) advertising or promotional costs; (oo) leasing\n      commissions; (pp) except as provided in Paragraph 20, costs occasioned by\n      casualties or by the exercise of the power of eminent domain (other than\n      deductible amounts under insurance policies which shall be included as an\n      Expense); and (qq) legal costs incurred in connection with negotiations or\n      disputes with any other occupant (or prospective occupant) of the Project.\n      In the event that the Building or the Project is not at least ninety-five\n      percent (95.%) occupied during any fiscal year of the Term as determined\n      by Landlord, an adjustment shall be made in computing the Expenses and\/or\n      the Project Common Expenses, as applicable, for such year so that Expenses\n      and\/or Project Common Expenses, as applicable, which vary with occupancy\n      shall be computed as though the Building or Project, as applicable, had\n      been ninety-five percent (95 %) occupied provided, however, that in no\n      event shall Landlord be entitled to collect in excess of one hundred\n      percent (100%) of the total Expenses from all of the tenants in the\n      Building including Tenant. All costs and expenses shall be determined in\n      accordance with generally accepted accounting principles which shall be\n      consistently applied (with accruals appropriate to Landlord's business).\n      Expenses shall not include specific costs incurred for the account of,\n      separately billed to specific tenants.\n\n                        (E) \"Expense Year\" shall mean each twelve (12)\n      consecutive month period commencing January 1 of the calendar year during\n      which the Commencement Date of the Lease occurs, provided that Landlord,\n      upon notice to Tenant, may change the Expense Year from time to time to\n      any other twelve (12) consecutive month period, and, in the event of any\n      such change, Tenant's Share of Expenses shall be equitably adjusted for\n      the Expense Years involved in any such change.\n\n                  (2) Payment of Real Estate Taxes: Commencing on the\nCommencement Date, unless otherwise provided for in Paragraph 3 (a), Tenant\nshall pay to Landlord as Additional Charges one-twelfth (1\/12th) of Tenant's\nShare of Real Estate Taxes fairly allocable to the Building as reasonably\ndetermined by Landlord for each Tax Year on or before the first day of each\nmonth during such Tax Year, in advance, in an amount reasonably estimated by\nLandlord and billed by Landlord to Tenant, and Landlord shall have the right\ninitially to determine monthly estimates and to revise such estimates from time\nto time. With reasonable promptness after Landlord has received the tax bills\nfor any Tax Year, Landlord shall furnish Tenant with a statement (herein called\n\"Landlord's Tax Statement\") setting forth the amount of Real Estate Taxes for\nsuch Tax Year, and Tenant's Share thereof. If the actual Tenant's Share of Real\nEstate Taxes for such Tax Year exceed the estimated Real Estate Taxes paid by\nTenant for such Tax Year, Tenant shall pay to Landlord the difference between\nthe amount paid by Tenant and the actual Real Estate Taxes within twenty (20)\ndays after the receipt of Landlord's Tax Statement, and if the total amount paid\nby Tenant for any such Tax Year shall exceed\n\n\n                                       5\n\n\nthe actual Tenant's Share of Real Estate Taxes for such Tax Year, such excess\nshall be credited against the next installment of Real Estate Taxes due from\nTenant to Landlord hereunder. If it has been determined that Tenant has overpaid\nReal Estate Taxes during the last year of the Lease Term, then Landlord shall\nreimburse Tenant for such overage on or before the twentieth (20th) day\nfollowing the Expiration Date. Upon Tenant's written request, Landlord will\nprovide an explanation of any allocation of taxes made by Landlord among\ndifferent parts of the Project.\n\n                  (3) Payment of Expenses: Commencing on the Commencement Date,\nunless otherwise provided for in Paragraph 3(a), Tenant shall pay to Landlord as\nAdditional Charges one-twelfth (1\/12th) of Tenant's Share of the Expenses for\neach Expense Year on or before the first day of each month of such Expense Year,\nin advance, in an amount reasonably estimated by Landlord and billed by Landlord\nto Tenant, and Landlord shall have the right initially to determine monthly\nestimates and to revise such estimates from time to time. With reasonable\npromptness after the expiration of each Expense Year, Landlord shall furnish\nTenant with a statement (herein called \"Landlord's Expense Statement\"), setting\nforth in reasonable detail the Expenses for such Expense Year and Tenant's Share\nthereof. If the actual Expenses for such Expense Year exceed the estimated\nExpenses paid by Tenant for such Expense Year, Tenant shall pay to Landlord the\ndifference between the amount paid by Tenant and the actual Tenant's Share of\nExpenses within twenty (20) days after the receipt of Landlord's Expense\nStatement, and if the total amount paid by Tenant for any such Expense Year\nshall exceed the actual Tenant's Share of Expenses for such Expense Year, such\nexcess shall be credited against the next installment of the estimated Expenses\ndue from Tenant to Landlord hereunder or if the Term has ended it shall be\nreturned to Tenant within twenty (20) days. Any utility rebates for the Project\nwhich Landlord receives for payments made by Tenant (as part of Tenant's Share\nof Expenses) shall be forwarded to Tenant so long as such rebate is received\nwithin one year following the Expiration Date or sooner termination of the\nLease. If it has been determined that Tenant has overpaid Expenses during the\nlast year of the Lease Term (including rebates of utilities applicable to\nTenant), then Landlord shall reimburse Tenant for such overage on or before the\ntwentieth (20th) day following the Expiration Date. Upon Tenant's written\nrequest, Landlord will explain any \"gross-up\" of expenses and the allocation of\nany particular item of expense among different parts of the Project.\n\n                  (4) Other: To the extent any item of Real Estate Taxes or\nExpenses is payable by Landlord in advance of the period to which it is\napplicable (e.g. insurance and tax escrows required by Landlord's Lender), or to\nthe extent that prepayment is customary for the service or matter, Landlord may\n(i) include such items in Landlord's estimate for periods prior to the date such\nitem is to be paid by Landlord and (ii) to the extent Landlord has not collected\nthe full amount of such item prior to the date such item is to be paid by\nLandlord, Landlord may include the balance of such full amount in a revised\nmonthly estimate for Additional Charges. If the Commencement Date or Expiration\nDate shall occur on a date other than the first day of a Tax Year and\/or Expense\nYear, Tenant's share of Real Estate Taxes and Expenses, for the Tax Year and\/or\nExpense Year in which the Commencement Date occurs shall be prorated.\n\n                  (5) Audit: Within twelve (12) months after receipt of any\nExpense Statement or Tax Statement from Landlord, Tenant shall have the right to\nexamine Landlord's books and records, copies of which shall be maintained in the\nSan Francisco, Bay Area, relating to such Expense Statements and Tax Statements,\nor cause an independent audit thereof to be conducted by an accounting firm to\nbe selected by Tenant and subject to the reasonable approval of Landlord, If the\naudit conclusively proves that Tenant has overpaid either Expenses or Real\nEstate Taxes, then Landlord shall promptly reimburse Tenant for such overage,\nand if such overage exceeds five percent (5%) of the actual amount of Expenses\nor Real Estate Taxes paid by Landlord for the Tax or Expense Year covered by\nsuch audit, then Landlord shall bear the reasonable cost of such audit, up to a\nmaximum cost of $10,000. If Tenant fails to object to any such Expense Statement\nor Tax Statement or request an independent audit thereof within such twelve (12)\nmonth period, such Expense Statement and\/or Tax Statement shall be final and\nshall not be subject to any audit, challenge or adjustment.\n\n            (d) Late Charges. Tenant recognizes that late payment of any Base\nRent or Additional Charges will result in administrative expenses to Landlord,\nthe extent of which additional expense is extremely difficult and economically\nimpractical to ascertain. Tenant therefore agrees that if any Base Rent or\nAdditional Charges remain unpaid three (3) days after such amount is due, the\namount of such unpaid Base Rent or\n\n\n                                       6\n\n\nAdditional Charges shall be increased by a late charge to be paid to Landlord by\nTenant in an amount equal to four percent (4%) of the amount of the delinquent\nBase Rent or Additional Charges. Tenant shall be excused once each twelve (12)\nmonth period of the Term from the application of a late fee to any Base Rent or\nAdditional Charge which became delinquent without a prior written invoice or\nother notice of Landlord of such delinquency: provided, however, the late fee\nshall nevertheless be payable if Tenant does not cure the delinquency within ten\n(10) days after written notice from Landlord. In addition, any outstanding Base\nRent, Additional Charges, late charges and other outstanding amounts shall\naccrue interest at an annualized rate of the lesser of (i) the greater of, 10%\nor The Federal Reserve Discount Rate plus 5%, or (ii) the maximum rate permitted\nby law (the \"Default Rate\"), until paid to Landlord. Tenant agrees that such\namount is a reasonable estimate of the loss and expense to be suffered by\nLandlord as a result of such late payment by Tenant and may be charged by\nLandlord to defray such loss and expense. The provisions of this Paragraph 3(d)\nin no way relieve Tenant of the obligation to pay Rent or Additional Charges on\nor before the date on which they are due, nor do the terms of this Paragraph\n3(d) in any way affect Landlord's remedies pursuant to Paragraph 19 in the event\nany Base Rent or Additional Charges are unpaid after the date due.\n\n      4. RESTRICTIONS ON USE. Tenant shall not do or permit anything to be done\nin or about the Premises which will unreasonably obstruct or interfere with the\nrights of other tenants or occupants of the Building or the Project or injure or\nannoy them, nor use or allow the Premises to be used for any unlawful purpose,\nnor shall Tenant cause or maintain or permit any nuisance in, on or about the\nPremises. Tenant shall not commit or suffer the commission of any waste in, on\nor about the Premises.\n\n      5. COMPLIANCE WITH LAWS.\n\n            (a) Tenant's Compliance Obligations. Tenant shall not use the\nPremises or permit anything to be done in or about the Premises which will in\nany way conflict with any present and future laws, statutes, ordinances,\nresolutions, regulations, proclamations, orders or decrees of any municipal,\ncounty, state or federal government or other governmental or regulatory\nauthority with jurisdiction over the Project, or any portion thereof, whether\ncurrently in effect or adopted in the future and whether or not in the\ncontemplation of the parties hereto (collectively, \"Laws\"), and Tenant shall\npromptly, at its sole expense, maintain the Premises, any Alterations (as\ndefined in Paragraph 6 below) permitted hereunder and Tenant's use and\noperations thereon in strict compliance at all times with all Laws. \"Laws\" shall\ninclude, without limitation, all Laws relating to health and safety (including,\nwithout limitation, the California Occupational Safety and Health Act of 1973 an\nthe California Safe Drinking Water and Toxic Enforcement Act of 1986, including\nposting and delivery of notices required by such Laws with respect to the\nPremises) and disabled accessibility (including, without limitation, the\nAmericans with Disabilities Act, 42 U.S.C. Paragraph 12101 et seq.), Hazardous\nSubstances, and all present and future life safety, fire, sprinkler, seismic\nretrofit, building code and municipal code requirements' provided however, that\nTenant's obligation to comply with Laws relating to Hazardous Substances is\nsubject to the terms and conditions of Paragraph 39, and Tenant shall not be\nresponsible for compliance with clean-up provisions of any Laws with respect to\nHazardous Substances except to the extent of any release caused by the Tenant\nParties or otherwise included in Tenant's indemnity contained in Paragraph 39.\nNotwithstanding the foregoing, Landlord, and not Tenant, shall be responsible\nfor correcting any condition at the Premises which is in violation of applicable\nLaws on or prior to the Commencement Date, except to the extent such condition\nis caused by the acts or omissions of the Tenant Parties or such violation\nresults from Tenant's use of the Premises in a manner other than as permitted\ntrader this Lease. Notwithstanding the first sentence of this Paragraph 5(a),\nTenant shall not be required to make any alterations to the Premises in order to\ncomply with Laws unless the requirement that such alterations be made is\ntriggered by any of the following (or, if such requirement results from the\ncumulative effect of any of the following when added to other acts, omissions,\nnegligence or events, to the extent such alterations are required by any of the\nfollowing): (i) the installation, use or operation of any Alterations, or any of\nTenant's trade fixtures or personal property; (ii) the acts, omissions or\nnegligence of Tenant, or any of its servants, employees, contractors, agents or\nlicensees; or (iii) the particular use or particular occupancy or manner of use\nor occupancy of the Premises by Tenant, or any of its servants, employees,\ncontractors, agents or licensees (as opposed to the use of the Premises for\ngeneral office use). Any alterations that are Tenant's responsibility pursuant\nto this Paragraph 5 shall be made in accordance with Paragraph 6 below. The\nparties acknowledge and agree that Tenant's obligation to comply with all Laws\nas provided in this paragraph (subject to the limitations contained herein) is a\nmaterial part of the bargained-for\n\n\n                                       7\n\n\nconsideration under this Lease. Tenant's obligations under this Paragraph and\nunder Paragraph 7(c) below shall include, without limitation, the responsibility\nof Tenant to make substantial or structural repairs and alterations to the\nPremises to the extent provided above, regardless of, among other factors, the\nrelationship of the cost of curative action to the Rent under this Lease, the\nlength of the then remaining Term hereof, the relative benefit of the repairs to\nTenant or Landlord, the degree to which the curative action may interfere with\nTenant's use or enjoyment of the Premises, and the likelihood that the parties\ncontemplated the particular Law involved.\n\n            (b) Insurance Requirements. Tenant shall not do or permit anything\nto be done in or about the Premises or bring or keep anything therein which will\nin any way increase the rate of any insurance upon the Project or any of its\ncontents (unless Tenant agrees to pay for such increase) or cause a cancellation\nof any insurance on the Project or otherwise violate any requirements,\nguidelines, conditions, rules or orders with respect to such insurance. Tenant\nshall at its sole cost and expense promptly comply with the requirements of the\nISO, board of fire underwriters, or other similar body now or hereafter\nconstituted relating to or affecting Tenant's use or occupancy of the Project\n(other than in situations where compliance involves repair, maintenance or\nreplacement of items that Landlord is expressly required to repair, maintain or\nreplace under this Lease).\n\n            (c) No Limitation on Obligations. The provisions of this Paragraph 5\nshall in no way limit Tenant's maintenance, repair and replacement obligations\nunder Paragraph 7 or Tenant's obligation to pay Expenses under Paragraph 3(c).\nThe judgment of any court of competent jurisdiction or the admission of Tenant\nin an action against Tenant, whether Landlord is a party thereto or not, that\nTenant has so violated any such Law shall be conclusive of such violation as\nbetween Landlord and Tenant.\n\n      6. ADDITIONAL ALTERATIONS. Tenant shall not make or suffer to be made any\nadditional alterations, additions or improvements (\"Alterations\") in, on or to\nthe Premises or any part thereof without the prior written consent of Landlord.\nLandlord shall not unreasonably delay its processing of Tenant's written request\nfor such request. Tenant's written request for consent shall contain the\nfollowing language in bold print: \"This request is made pursuant to Paragraph 6\nof the Lease and requires a response within a reasonable time\". Any alterations\nin, on or to the Premises, except for Tenant's movable furniture and equipment\n(including the telephone system, security system, demountable partitions,\nsecretarial stations, cubicles, cabinets or shelving systems and kitchen\nequipment, except to the extent paid for with the Tenant Improvement Allowance\nor Additional Allowance), shall be the property of Tenant during the Term and\nshall become Landlord's property at the end of the Term without compensation to\nTenant. Landlord shall not unreasonably withhold its consent to Alterations that\n(i) do not materially affect the structure of the Building or its electrical,\nplumbing, HVAC. security or other systems, (ii) are not visible from the\nexterior of the Premises, (iii) are consistent with Tenant's permitted use\nhereunder, and (iv) do not adversely affect the value or marketability of\nLandlord's reversionary interest upon termination or expiration of this Lease.\nIn the event Landlord consents to the making of any Alterations by Tenant, the\nsame shall be made by Tenant, at Tenant's sole cost and expense, in accordance\nwith plans and specifications reasonably approved by Landlord, and any\ncontractor or person selected by Tenant to make the same must first be\nreasonably approved in writing by landlord. Upon the expiration or sooner\ntermination of the Term, Tenant shall upon demand by Landlord, at Landlord's\nelection either (x) at Tenant's sole cost and expense, forthwith and with all\ndue diligence remove any Alterations made by or for the account of Tenant,\ndesignated by Landlord to be removed (provided, however, that upon the written\nrequest of Tenant prior to installation of such Alterations, Landlord shall\nadvise Tenant at that time whether or not such Alterations must be removed upon\nthe expiration or sooner termination of this Lease), and restore the Premises to\nits original condition as of the Commencement Date, subject to normal wear and\ntear and the rights and obligations of Tenant concerning casualty damage\npursuant to Paragraph 20 or (y) pay Landlord the reasonable estimated cost\nthereof; provided, however, if Tenant wishes to proceed pursuant to clause (x)\nit may do so if it completes all such work prior to the expiration or\ntermination of the Term.\n\nNotwithstanding the foregoing Tenant shall be permitted to make Alterations\nwithout Landlord's prior written consent if all of the following conditions are\nmet:\n\n            (A) The Alterations meet the conditions specified in clauses\n            (i)-(iii) above;\n\n\n                                       8\n\n\n            (B) Tenant provides Landlord at least twenty (20) days prior written\n            notice of the commencement of construction of such Alterations\n            together with the plans and specifications for such Alterations;\n\n            (C) Such Alterations are constructed by Devcon Construction;\n\n            (D) Such Alterations are consistent with the floor plan of the floor\n            of the Premises being altered; and\n\n            (E) The total cost of such Alterations when taken together with all\n            Alterations constructed by Tenant in reliance upon this provision\n            (allowing construction without Landlord's prior written approval)\n            over the prior 24 months, does not exceed $50,000.\n\n      7. REPAIR AND MAINTENANCE.\n\n            (a) Landlord shall be responsible for the following repair,\nreplacement and maintenance obligations: (i) maintenance and repair of the\nexterior of the Building, roof (including roof membrane) and structural portions\nof the Building, (ii) repairs, replacement, and maintenance of the Building\nsystems, including, without limitation, electrical, mechanical, HVAC and\nplumbing and all controls appurtenant thereto, (iii) repairs, replacement and\nmaintenance of any elevators in the Building, (iv) repair, replacement and\nmaintenance of Common Areas, (v) alterations to the Premises required under\napplicable Laws to the extent not the responsibility of Tenant pursuant to\nParagraph 5 or 6 hereof, (vi) any repair, maintenance or improvements which\ncould be treated as a \"capital expenditure\" under generally accepted accounting\nprinciples, (vii) any repair, maintenance or improvements which are a result of\ncasualty or the exercise of the power of eminent domain which are Landlord's\nresponsibility under Paragraph 20 or 21, (viii) repairs and replacements of\nlighting equipment (including light bulbs), (ix) any repair, maintenance or\nimprovements which are required as a consequence of construction defects in\nLandlord's work or the Tenant Improvements, (x) any repair, maintenance or\nimprovements for which Landlord has a right of reimbursement from others. As\npart of Landlord's maintenance of the building systems, Landlord shall implement\nand carry out throughout the term of this Lease an ongoing program of regular\nand preventative maintenance of all building systems (such program to include\nthe periodic replacement of HVAC filters in accordance with manufacturers'\nspecifications and the monitoring of HVAC systems settings (i.e., percentage of\noutside air to ensure compliance with the specifications of the equipment\nmanufacturers and the design of the HVAC system)) and shall in any event cause\nthe Building HVAC system and indoor air quality of the Common Areas within the\nBuilding and the Premises to meet for the entire term of this Lease the\nstandards set forth in Standard 62-1989 (\"Ventilation for Acceptable Indoor Air\nQuality\"), including both the requirements of the Ventilation Rate Procedure and\nIndoor Air Quality Procedure and the maintenance requirements, recommendations\nand guidelines contained therein, promulgated by the American Society of\nHeating, Refrigerating and Air Conditioning Engineers (\"ASHRAE\"), and any\napplicable laws, ordinances, rules air regulations now in effect or thereafter\npromulgated by any governmental authority having jurisdiction over the Building\nor persons occupying or working in the Building relating to office building\nindoor air quality (collectively, the \"Indoor air Quality Standard\"). Landlord\nshall make available to Tenant Landlord's records evidencing such maintenance\nefforts by Landlord, and Landlord shall cooperate with Tenant's efforts to\nmonitor and to maintain the Indoor Air Quality Standard in the Premises. Tenant\nshall have the right, from time to time, to test the air quality within the\nPremises; if at any time air within the Premises or a portion thereof is\ndetermined to contain carbon dioxide in excess of 1,000 parts per million (PPM)\n(or such lesser amount as may then violate the applicable Indoor Air Quality\nStandard), at Tenant's request, Landlord will promptly make such adjustments or\nalterations to the ventilation system serving the Premises as are reasonably\nnecessary to be performed which will increase ventilation in the Premises such\nthat carbon dioxide levels in the Premises are in compliance with the Indoor Air\nQuality Standard. Notwithstanding the foregoing, Tenant shall be responsible for\nTenant's Share of the costs described in this paragraph to the extent such costs\nare properly included in Expenses.\n\n            (b) Tenant shall maintain and repair the interior portion of the\nPremises and any Alterations installed by or on behalf of Tenant within the\nPremises, however, excluding any portions thereof which are structural in nature\nor which are the obligation of Landlord under Paragraph 7(a) (subject to\nParagraphs 5 and\n\n\n                                       9\n\n\n7(c)). Tenant shall be responsible for the expense of installation, operation,\nand maintenance of its telephone and other communications cabling from the point\nof entry into the Building to the Premises and throughout the Premises' though\nLandlord shall have the right to perform such work on behalf of Tenant in Common\nAreas. Tenant hereby waives and releases its right to make repairs at Landlord's\nexpense under Paragraphs 1941 and 1942 of the California Civil Code or under any\nsimilar law, statute or ordinance now or hereafter in effect. In addition,\nTenant hereby waives and releases its right to terminate this Lease under\nParagraph 1932(1) of the California Civil Code or under any similar law statute\nor ordinance now or hereafter in effect. If Tenant fails after thirty (30) days'\nwritten notice by Landlord to proceed with due diligence to make repairs\nrequired to be made by Tenant, the same may be made by Landlord at the expense\nof Tenant and the expenses thereof incurred by Landlord shall be reimbursed\n(with interest at the Default Rate from the date Landlord incurs such cost) as\nAdditional Charges within thirty (30) days after submission of a bill or\nstatement therefor.\n\n            (c) The purpose of Paragraph 7(a) and 7(b) is to define the\nobligations of Landlord and Tenant to perform various repair and maintenance\nfunctions; the allocation of the costs therefor are covered under this Paragraph\n7(e) and Paragraph 3. Tenant shall bear the full cost of repairs or maintenance\ninterior or exterior, structural or otherwise, to preserve the Premises and the\nBuilding in good working order and condition, arising out of (i) the existence,\ninstallation, use or operation of any Alterations, or any of Tenant's trade\nfixtures or personal property; (ii) the moving of Tenant's property or fixtures\nin or out of the Building or Project or in and about the Premises; or (iii)\nexcept to the extent any claims arising from any of the foregoing are reimbursed\nby insurance carried by Landlord, are covered by the waiver of subrogation in\nParagraph 11 or are otherwise provided for in Paragraph 20, the acts, omissions\nor negligence of Tenant, or any of its servants, employees, contractors, agents,\nvisitors, or licensees, or the particular use or particular occupancy or manner\nof use or occupancy of the Premises by Tenant or any such person (as opposed to\ngeneral office use). Any Alterations required with respect to Tenant's\nresponsibilities pursuant to this Paragraph 7(c) shall be made in accordance\nwith Paragraph 6.\n\n            (d) Except to the extent any claims arising from any of the\nforegoing are reimbursed by rental abatement insurance carried by Landlord, are\ncovered by the waiver of subrogation in Paragraph 11 or are otherwise provided\nfor in Paragraph 20, there shall be no abatement of Rent with respect to, and\nexcept for Landlord's active negligence or willful misconduct, Landlord shall\nnot be liable for any injury to or interference with Tenant's business arising\nfrom, any repairs, maintenance, alteration or improvement in or to any portion\nof the Building, including the Premises, or in or to the fixtures, appurtenances\nand equipment therein.\n\n      8. LIENS. Tenant shall keep the Premises free from any liens arising out\nof any work performed, material furnished or obligations incurred by Tenant. In\nthe event that Tenant shall not, within thirty (30) days after Tenant receives\nactual notice of the imposition of any such lien, cause the same to be released\nof record by payment or posting of a proper bond, Landlord shall have, in\naddition to all other remedies provided herein and by law, the right, but not\nthe obligation, to cause the same to be released by such means as it shall deem\nproper, including payment of the claim giving rise to such lien. All such sums\npaid by Landlord and all expenses incurred by it in connection therewith shall\nbe considered Additional Charges and shall be payable to it by Tenant on demand\nwith interest at the Default Rate. Landlord shall have the right at all times to\npost and keep posted on the Premises any notices permitted or required by law,\nor which Landlord shall deem proper, for the protection of Landlord, the\nPremises, the Building and any other party having an interest therein, from\nmechanics' and materialmen's liens, and Tenant shall give notice to Landlord at\nleast five (5) business days' prior notice of commencement of any construction\non the Premises.\n\n      9. ASSIGNMENT AND SUBLETTING.\n\n            (a) Tenant shall not directly or indirectly, voluntarily or by\noperation of law, sell, assign, encumber, pledge or otherwise transfer or\nhypothecate all or any part of the Premises or Tenant's leasehold estate\nhereunder (collectively, \"Assignment\"), or permit the Premises to be occupied by\nanyone other than Tenant or sublet the Premises or any portion thereof\n(collectively, \"Sublease\"), without Landlord's prior written consent in each\ninstance, which consent shall not be unreasonably withheld or delayed by\nLandlord. Without otherwise limiting the criteria upon which Landlord may\nwithhold its consent to any proposed Sublease or Assignment, if Landlord\nwithholds its consent where either (i) the creditworthiness of the proposed\nSublessee or\n\n\n                                       10\n\n\nAssignee (given to financial obligations of the proposed Sublease or Assignment)\nis not reasonably acceptable to Landlord or, (ii) the proposed Sublessee's or\nAssignee's use of the Premises is not in compliance with the allowed Tenant's\nUse of the Premises as described in the Basic Lease Information, such\nwithholding of consent shall be presumptively reasonable. If Landlord consents\nto the Sublease or Assignment, Tenant may thereafter enter into a valid Sublease\nor Assignment upon the terms and condition set forth in this Paragraph 9.\n\nNotwithstanding anything to the contrary herein, unless and until the Guaranty\nof this Lease by Oracle Corporation terminates pursuant to Paragraph 22(a)\nthereof, Landlord shall have no obligation to consent to any Sublease or\nAssignment or to respond to any request by Tenant for approval thereto, unless\nand until Landlord receives written approval by Oracle Corporation of the\nproposed Sublease or Assignment executed by an Authorized Officer of Oracle\nCorporation which includes the identity of the proposed sublessee or assignee,\nin substantially the following form:\n\n                  Oracle Corporation, as Guarantor of the obligations of the\n                  tenant under that certain Lease dated April ___, 1999 by and\n                  between Circle Star Center Associates, L.P. as Landlord, and\n                  Network Computer, Inc. as Tenant, for the benefit of Landlord\n                  hereby approves the proposed [sublease or assignment] of\n                  [describe the portion of Premises subleased and term of\n                  sublease or the entire Premises and entire term if an\n                  assignment] to [identify proposed sublessee or assignee].\n                  Oracle Corporation hereby confirms to Landlord and its\n                  successors and assigns that the Guaranty by Oracle Corporation\n                  of the obligations under the above mentioned Lease shall\n                  remain in full force and effect notwithstanding the proposed\n                  [sublease or assignment].\n\n                                          Oracle Corporation\n\n                                          __________________\n                                          By: ______________\n                                          Its: _____________\n\nThe term \"Authorized Officer\" shall have the meaning given in Paragraph 45\nbelow. The above referenced approval of Oracle Corporation shall be accompanied\nby an incumbency certificate signed by the Secretary or Assistant Secretary of\nOracle Corporation certifying that the person signing the above referenced\napproval on behalf of Oracle Corporation is a corporate officer of Oracle\nCorporation holding one of the offices constituting an Authorized Officer.\n\n            (b) If Tenant desires at any time to enter into an Assignment of\nthis Lease or a Sublease of the Premises or any portion thereof, it shall first\ngive written notice to Landlord of its desire to do so, which notice shall\ncontain (i) the name of the proposed assignee, subtenant or occupant; (ii) the\nname of the proposed assignee's, subtenant, or occupant's business to be carried\non in the Premises; (iii) the terms and provisions of the proposed Assignment or\nSublease; (iv) such financial information as Landlord may reasonably request\nconcerning the proposed assignee, subtenant or occupant; and (v) the following\nlanguage in bold print: \"This request is made pursuant to Paragraph 9(b) of the\nLease and requires a response within fifteen (15) days from the date of this\nnotice\".\n\n            (c) At any time within fifteen (15) days after Landlord's receipt of\nthe notice specified in Paragraph 9(b), Landlord may by written notice to Tenant\nelect to (i) consent to the Sublease or Assignment or (ii) disapprove the\nSublease or Assignment.\n\n\n                                       11\n\n\n            If Landlord consents to the Sublease or Assignment within said\nfifteen (15) day period, Tenant may thereafter within one hundred twenty (120)\ndays after Landlord's consent, but not later than the expiration of said one\nhundred twenty (120) days, enter into such Assignment or Sublease of the\nPremises or portion thereof upon the terms and conditions set forth in the\nnotice furnished by Tenant to Landlord pursuant to Paragraph 9(b). However,\nduring any period of time in which Tenant directly occupies less than\nseventy-five percent (75 %) of the Premises (regardless of whether such\noccupancy threshold is not met at the time the Sublease is entered into or at\nany time during the term of such Sublease), fifty percent (50%) of any rent or\nother consideration realized by Tenant under any such Sublease in excess of the\nBase Rent and Additional Charges payable hereunder (or the amount thereof\nproportionate to the portion of the Premises subject to such Sublease) shall be\npaid to Landlord (\"Bonus Rent\"), after first deducting from such excess the\nunamortized costs of any portion of the Tenant Improvements paid for by Tenant\n(and not from the Tenant Improvement Allowance or Additional Allowance) or costs\nreasonably incurred for tenant improvements installed by Tenant to obtain the\nSublease in question, each of which are installed in that portion of the\nPremises which is the subject of the Sublease and which unamortized costs shall\nbe amortized on a straight line basis (without interest) over the term of the\nSublease in equal installments, and after deducting therefrom any customary\nbrokers' commissions that Tenant has incurred in connection with such Sublease\namortized on a straight line basis (without interest) over the term of the\nSublease.\n\n            (d) No consent by Landlord to any Assignment or Sublease by Tenant\nshall relieve Tenant of any obligation to be performed by Tenant under this\nLease, whether arising before or after the Assignment or Sublease. The consent\nby Landlord to any Assignment or Sublease shall not relieve Tenant from the\nobligation to obtain Landlord's express written consent to any other Assignment\nor Sublease. Any Assignment or Sublease that is not in compliance with this\nParagraph 9 shall be void and, at the option of Landlord, shall constitute a\nmaterial default by Tenant under this Lease. The acceptance of Base Rent or\nAdditional Charges by Landlord from a proposed assignee or sublessee shall not\nconstitute the consent to such Assignment or Sublease by Landlord.\n\n            (e) The following shall be deemed a voluntary assignment of Tenant's\ninterest in this Lease: (i) any dissolution, merger, consolidation, or other\nreorganization of Tenant; and (ii) if the capital stock of Tenant is not\npublicly traded, the sale or transfer to one person or entity stock possessing\nmore than fifty percent (50%) of the total combined voting power of all classes\nof Tenant's stock issued, outstanding and entitled to vote for the election of\ndirectors. Notwithstanding anything to the contrary contained in this Paragraph\n9, Tenant may enter into any of the following transfers (a \"Permitted Transfer\")\nwithout Landlord's prior written consent: (1) Tenant may assign its interest in\nthe Lease to a corporation which results from a merger, consolidation or other\nreorganization, so long as the surviving corporation has a net worth immediately\nfollowing such transaction that is equal to or greater than the net worth of\nTenant as of the date immediately prior to such transaction; and (2) Tenant may\nassign this Lease to a corporation which purchases or otherwise acquires all or\nsubstantially all of the assets of Tenant, so long as such acquiring corporation\nhas a net worth immediately following such transaction that is equal to or\ngreater than the net worth of Tenant as of the date immediately prior to such\ntransaction.\n\n            (f) No Assignment shall be binding on Landlord unless the assignee\nor Tenant shall deliver to Landlord a counterpart of the Assignment in form that\ncontains a covenant of assumption by the assignee satisfactory in substance and\nform to Landlord, consistent with the requirements of this Paragraph 9(f), but\nthe failure or refusal of the assignee to execute such instrument of assumption\nshall not release or discharge the assignee from its liability hereunder. No\nSublease shall be binding on Landlord unless Landlord shall agree in writing\nfollowing termination of this Lease to recognize such Sublessee and such\nSublessee agrees in writing to attorn to Landlord on the terms and conditions of\nthe sublease (including the obligations under this Lease to the extent that they\nrelate to the portion of the Premises subleased).\n\n            (g) Tenant shall have the right, without Landlord's consent but with\nwritten notice to Landlord at least ten (10) days prior thereto, to enter into\nan Assignment of Tenant's interest in the Lease or a Sublease of all or any\nportion of the Premises to an Affiliate (as defined below) of Tenant, provided\nthat in connection with an Assignment that is not a sublease, (i) the Affiliate\ndelivers to Landlord concurrent with such Assignment a written notice of the\nAssignment and an assumption agreement whereby the Affiliate assumes and agrees\nto\n\n\n                                       12\n\n\nperform, observe and abide by the terms, conditions, obligations, and provisions\nof this Lease; and (ii) the entity remains an Affiliate throughout the term of\nthis Lease (and the assumption agreement shall contain provisions consistent\nwith the provisions of this subparagraph allowing Landlord to terminate this\nLease at such time as the entity is no longer an Affiliate of the original\nTenant). If this Lease is assigned to an Affiliate and thereafter any\ncircumstance occurs which causes such assignee to no longer be an Affiliate of\nthe original Tenant, Tenant shall give written notice thereof to Landlord, which\nnotice, to become effective, shall refer to Landlord's right to terminate this\nLease pursuant to this subparagraph (\"Affiliation Termination Notice\").\nFollowing occurrence of the circumstance giving rise to the discontinuation of\nsuch assignee being an Affiliate (\"Affiliate Termination\") of the original\nTenant, Landlord shall be entitled to terminate this Lease unless Landlord has\ngiven its prior written consent to such circumstance, which consent shall not be\nunreasonably withheld by Landlord so long as such assignee (after giving effect\nto such circumstance) has financial strength (as demonstrated by audited\nfinancial statements) equal to or greater than the original Tenant (including\nits net worth) as of the date of execution of this Lease, or the original Tenant\nexecutes a guaranty in usual form reasonably acceptable to Landlord (however,\nthis does not imply that Tenant would be released without such guaranty). No\nSublease or Assignment by Tenant made pursuant to this Paragraph shall relieve\nTenant of Tenant's obligations under this Lease. As used in this paragraph, the\nterm \"Affiliate\" shall mean and collectively refer to a corporation or other\nentity which controls, is controlled by or is under common control with Tenant,\nby means of an ownership of either (aa) more than fifty percent (50%) of the\noutstanding voting shares of stock or partnership or other ownership interests,\nor (bb) stock, or partnership or other ownership interests, which provide the\nright to control the operations, transactions and activities of the applicable\nentity.\n\n            (h) Notwithstanding anything to the contrary herein (x) Guarantor is\nhereby approved in respect of an Assignment or Sublease by Tenant to Guarantor\nregardless of whether Guarantor is an Affiliate of Tenant at the time and (y) in\nconnection with an Assignment to Guarantor, Guarantor shall assume all of\nTenant's obligations tinder this Lease. Upon such assumption by Guarantor any\nsecurity held by Landlord in respect to the portion of the Premises which is the\nsubject of the Assignment or Sublease assumed by Guarantor, shall be released by\nLandlord.\n\n      10. INSURANCE AND INDEMNIFICATION.\n\n            (a) Except to the extent caused by the negligence or willful\nmisconduct of Tenant Parties (as defined in Paragraph 10(c) below) or Tenant's\nbreach of this Lease, Landlord shall indemnify and hold Tenant harmless from and\ndefend Tenant against any and all claims or liability for any injury or damage\nto any person or property including any reasonable attorney's fees (but\nexcluding any consequential damages or loss of business) occurring in, on, or\nabout the Project to the extent such injury or damage is caused by the\nnegligence or willful misconduct of Landlord, its agents, servants, contractors,\nemployees (collectively, including Landlord, \"Landlord Parties\") or Landlord's\nbreach of this Lease.\n\n            (b) Landlord shall not be liable to Tenant, and Tenant hereby waives\nall claims against Landlord Parties for any injury or damage to any person or\nproperty in or about the Premises by or from any cause whatsoever (other than\nthe negligence or willful misconduct of Landlord Parties, including Landlord's\nnegligence or willful misconduct as related to construction or property\nmanagement), and without limiting the generality of the foregoing, whether\ncaused by water leakage of any character from the roof, walls, basement, or\nother portion of the Premises or the Building, or caused by gas, fire, oil,\nelectricity, or any cause whatsoever, in, on, or about the Premises, the\nBuilding or any part thereof (other than that caused by the negligence or\nwillful misconduct of Landlord Parties). Tenant acknowledges that any casualty\ninsurance carried by Landlord will not cover loss of income to Tenant or damage\nto the alterations in the Premises installed by Tenant or Tenant's personal\nproperty located within the Premises. Tenant shall be required to maintain the\ninsurance described in Subparagraph 10(d) below during the Term.\n\n            (c) Except to the extent caused by the negligence or willful\nmisconduct of Landlord Parties or Landlord's breach of this Lease, Tenant shall\nindemnify and hold Landlord harmless from and defend Landlord against any and\nall claims or liability for any injury or damage to any person or property\nwhatsoever: (i) occurring in or on the Premises; or (ii) occurring in, on, or\nabout any other portion of the Project to the extent such injury or damage shall\nbe caused by the negligence or willful misconduct by Tenant, its agents,\nservants,\n\n\n                                       13\n\n\nemployees, or invitees (collectively, including Tenant, \"Tenant Parties\").\nTenant further agrees to indemnify and hold Landlord harmless from, and defend\nLandlord against, any and all claims, losses, or liabilities (including damage\nto Landlord's property) arising from (x) any breach of this Lease by Tenant\nand\/or (y) the conduct of any work or business of Tenant Parties in or about the\nProject and\/or (z) any matter referred to in Paragraph i0(g). This Paragraph 10\ndoes not govern liability for Hazardous Substances, which subject is governed by\nParagraph 39 of the Lease concerning Hazardous Substance liability.\n\n            (d) Tenant shall procure at its cost and expense and keep in effect\nduring the Term the following insurance: (i) commercial general liability\ninsurance including contractual liability with a minimum combined single limit\nof liability of Three Million Dollars ($3,000,000). Such insurance shall name\nLandlord as an additional insured, shall specifically include the liability\nassumed hereunder by Tenant, and shall provide that it is primary insurance, and\nnot excess over or contributory with any other valid, existing, and applicable\ninsurance in force for or on behalf of Landlord, and shall provide that Landlord\nshall receive thirty (30) days' written notice from the insurer prior to any\ncancellation or change of coverage; (ii) \"all risk\" property insurance\n(including, without limitation, boiler and machinery (if applicable); sprinkler\ndamage, vandalism and malicious mischief) on all leasehold improvements\ninstalled in the Premises by Tenant at its expense (if any), and on all Tenant's\npersonal property. Such insurance shall be an amount equal to full replacement\ncost of the aggregate of the foregoing and shall provide coverage comparable to\nthe coverage in the standard ISO All Risk form, when such form is supplemented\nwith the coverages required above; (iii) worker's compensation insurance; and\n(iv) such other insurance as may be required by the law. Tenant shall deliver\npolicies of such insurance or certificates thereof to Landlord on or before the\nCommencement Date, and thereafter at least thirty (30) days before the\nexpiration dates of expiring policies; and, in the event Tenant shall fail to\nprocure such insurance, or to deliver such policies or certificates, Landlord\nmay, at its option, procure same for the account of Tenant, and the cost thereof\nshall be paid to Landlord as Additional Charges within five (5) days after\ndelivery to Tenant of bills therefor. \n\n            (e) The provisions of this paragraph l0 shall survive the expiration\nor termination of this Lease with respect to any claims or liability occurring\nprior to such expiration or termination.\n\n            (f) Landlord shall maintain insurance on the Project against fire\nand risks covered by \"all risk\" (excluding earthquake and flood, though\nLandlord, at its option, may include this coverage) on a 100% of \"replacement\ncost\" basis (though reasonable deductibles may be included under such coverage).\nLandlord's insurance shall also cover the improvements installed by Landlord\nprior to the commencement of the Term, shall have a building ordinance\nprovision, and shall provide for rental interruption insurance covering a period\nof twelve (12) full months. In no event shall Landlord be deemed a co-insurer\nunder such policy. Landlord shall also maintain contractual liability coverage\n(or with contractual liability endorsement) on an occurrence basis in amounts\nnot less than Three Million Dollars ($3,000,000) per occurrence with respect to\nbodily injury or death and property damage. Notwithstanding the foregoing\nobligations of Landlord to carry insurance, Landlord may modify the foregoing\ncoverages if and to the extent it is commercially reasonable to do so.\n\n            (g) Tenant acknowledges that even if Landlord installs and operated\nsecurity cameras or other security equipment and\/or provides any other services\nthat could be construed as being intended to enhance security, Landlord shall\nhave no obligation to Tenant or to any of Tenant's employees, customers or\ninvitees for any damage, claim, loss or liability related to any claim that\nLandlord had a duty to provide security or that the equipment or services\nprovided by Landlord were inadequate, inoperative or otherwise failed to provide\nadequate security. Any such claim made against Landlord by any employee,\ncustomer or invitee of Tenant shall be included within Tenant's obligation of\nindemnity and defense set forth in subparagraph (c) above.\n\n      11. WAIVER OF SUBROGATION. Notwithstanding anything to the contrary in\nthis Lease, the parties hereto release each other and their respective agents,\nemployees, successors, assignees and subtenants from all liability for injury to\nany person or damage to any property that is caused by or results from a risk\n(i) which is actually insured against, to the extent of receipt of payment under\nsuch policy (unless the failure to receive payment under any such policy results\nfrom a failure of the insured party to comply with or observe the terms and\nconditions of the insurance policy covering such liability, in which event, such\nrelease shall not be so limited), (ii) which is required to be insured against\nunder this Lease, or (iii) which would normally be covered\n\n\n                                       14\n\n\nby the standard form of \"all risk-extended coverage\" casualty insurance, without\nregard to the negligence or willful misconduct of the entity so released.\nLandlord and Tenant shall each obtain from their respective insurers under all\npolicies of fire, theft, and other property insurance maintained by either of\nthem at any time during the Term insuring or covering the Project or any portion\nthereof of its contents therein, a waiver of all rights of subrogation which the\ninsurer of one party might otherwise, if at all, have against the other party,\nand Landlord and Tenant shall each indemnify the other against any loss or\nexpense, including reasonable attorneys' fees, resulting from the failure to\nobtain such waiver.\n\n      12. SERVICES AND UTILITIES.\n\n            (a) Landlord shall provide the maintenance and repairs described in\nparagraph 7(a), except for damage occasioned by the act of Tenant, in which\ncase, but in any event subject to the terms of Paragraph 11 above, such damage\nshall be repaired by Landlord at Tenant's expense.\n\n            (b) Subject to the provisions elsewhere herein contained and to the\nrules and regulations of the Building, Landlord agrees to furnish to the\npremises during ordinary business hours of generally recognized business days,\nto be determined by Landlord (but exclusive, in any event, of Saturdays, Sundays\nand legal holidays), hot and cold water and electricity suitable for the\nintended use of the Premises, heat and air conditioning required in Landlord's\njudgment for the comfortable use and occupation of the Premises, janitorial\nservices during the times and in the manner that such services are, in\nlandlord's judgment, customarily furnished in comparable office buildings in the\nimmediate market area, and elevator service (if the Building has an elevator)\nwhich shall mean service either by non-attended automatic elevators or elevators\nwith attendants, or both, at the option of the Landlord. Notwithstanding the\nabove, except in the case of emergencies, utilities to the Building and elevator\nservice shall be provided every day. At Tenant's request, Landlord shall provide\nadditional or after hours heating or air conditioning and Tenant shall pay to\nLandlord a reasonable charge for such services as determined by Landlord (not to\nexceed Landlord's actual costs, which costs do not include depreciation). Tenant\nagrees at all times to cooperate fully with Landlord and to abide by all the\nregulations and requirements which Landlord may prescribe for the proper\nfunctioning and protection of the heating, ventilating and air conditioning\nsystem. Wherever heat generating machines, excess lighting or equipment are used\nin the Premises which affect the temperature otherwise maintained by the air\nconditioning system, Landlord reserves the right to install supplementary air\nconditioning units in the Premises, and the cost thereof, including the cost of\ninstallation and the cost of operation and maintenance thereof, shall be paid by\nTenant to Landlord upon demand by Landlord. To the extent Tenant requires water,\nelectricity, heat, air conditioning or other services in portions of the\nPremises which are not metered separately from other tenants of the Project and\nin amounts in excess of amounts delivered to such other tenants of the Project\nas reasonably determined by Landlord, Tenant shall pay to Landlord a reasonable\ncharge for such excess amounts as determined by Landlord. Landlord shall make\navailable to Tenant reasonable documentation supporting its charges for such\nexcess services.\n\n            (c) Tenant will not without the written consent of Landlord, which\nconsent shall not be unreasonably withheld or delayed, use any apparatus or\ndevice in the Premises which, when used, puts an excessive load on the Building\nor its structure or systems, including, without limitation, electronic data\nprocessing machines, punch card machines and machines using excess lighting or\nvoltage in excess of the amount for which the Building is designed, which will\nin any way materially increase the amount of gas, electricity or water usually\nfurnished or supplied for use of the Premises as general office space; nor\nconnect with electric current, except through existing electrical, outlets in\nthe Premises, or water pipes or gas outlets, any apparatus or device for the\npurposes of using gas, electrical current or water. If Tenant shall require\nwater or electrical current or any other resource in excess of that usually\nfurnished or supplied for use of the Premises as general office space, Tenant\nshall first obtain the consent of Landlord, which Landlord may refuse, to the\nuse thereof, and Landlord may cause a special meter to be installed in the\nPremises so as to measure the amount of water, electric current or other\nresource consumed for any such other use. The cost of any such meters and of\ninstallation, maintenance an repair thereof shall be paid for by Tenant, and\nTenant agrees to pay Landlord promptly upon demand by Landlord for all such\nwater, electric current or other resource consumed, as shown by said meters, at\nthe rates charged by the local public utility, furnishing the same, plus any\nadditional expense incurred in keeping account of the water, electric current or\nother resource so consumed.\n\n\n                                       15\n\n\n            (d) Landlord shall not be in default hereunder, nor be deemed to\nhave evicted Tenant, nor be liable for any damages directly or indirectly\nresulting from, nor shall the rental herein reserved be abated by reason of (i)\nthe installation, use or interruption of use of any equipment in connection with\nthe foregoing utilities and services; (ii) failure to furnish or delay in\nfurnishing any services to be provided by Landlord when such failure or delay is\ncaused by Force Majeure, or by the making of repairs or improvements to the\nPremises or to the Building (unless such failure or delay is caused by\nLandlord's negligence or willful misconduct); or (iii) the limitation,\ncurtailment, rationing or restriction on use of water, electricity, gas or any\nother form of energy, or any other service or utility whatsoever serving the\nPremises, the Building or the Project. Furthermore, Landlord shall be entitled\nto cooperate with the mandatory requirements of national, state or local\ngovernmental agencies or utilities suppliers in connection with reducing energy\nor other resources consumption. If the Premises become unsuitable for Tenant's\nuse as a consequence of cessation of gas and electric utilities or other\nservices provided to the Premises resulting from a casualty covered by\nLandlord's insurance, then Tenant's Base Rent and Additional Charges shall abate\nduring the period of time in which Tenant cannot occupy the Premises for\nTenant's use, but only to the extent of rental abatement insurance proceeds\nreceived by Landlord. Landlord shall use reasonable diligence to make such\nrepairs as may be required to lines, cables, wires, pipes equipment or machinery\nwithin the Project to provide restoration of the services Landlord is\nresponsible for providing under this Paragraph 12 and, where the cessation or\ninterruption of such services has occurred due to circumstances or conditions\nbeyond Project boundaries, to cause the same to be restored, by diligent\napplication or request to the provider thereof. In no event shall any mortgagee\nor beneficiary under any mortgage or deed of trust on all or any portion of the\nProject, the Building, or the land on which all or any portion of the Project is\nlocated (any such mortgagee or beneficiary, a \"Mortgagee\") be or become liable\nfor any default of Landlord under this Paragraph 12.\n\n      13. TENANT'S CERTIFICATES. Tenant, at any time and from time to time,\nwithin ten (10) days from receipt of written notice from Landlord, will execute,\nacknowledge and deliver to Landlord and, at Landlord's request, to any\nprospective tenant, purchaser, ground or underlying lessor or Mortgagee or any\nother party acquiring an interest in Landlord, a certificate of Tenant\nsubstantially in the form attached as Exhibit \"D\" and also containing any other\ninformation that may reasonably be required by any of such persons. It is\nintended that any such certificate of Tenant delivered pursuant to this\nParagraph 13 may be relied upon by Landlord and any prospective tenant,\npurchaser, ground or underlying lessor or Mortgagee, or such other party. If\nrequested by Tenant, Landlord shall provide Tenant with a similar certificate.\n\n      14. HOLDING OVER. If Tenant (directly or through any successor-in-interest\nof Tenant) remains in possession of any or all of the Premises after the\nexpiration or termination of this Lease with the consent of Landlord, such\ncontinued possession shall be construed to be a tenancy from month to month at\none hundred twenty-five percent (125%) of the Monthly Base Rent herein specified\n(and shall be increased in accordance with Paragraph 4(b) [Adjustments in Base\nRent]), together with an amount estimated by Landlord for the monthly Additional\nCharges payable under this Lease, and shall otherwise be on the terms and\nconditions herein specified so far as applicable. If Tenant (directly or through\nany successor-in-interest of Tenant) remains in possession of all or any portion\nof the Premises after the expiration or termination of this Lease without the\nconsent of Landlord, Tenant's continued possession shall be on the basis of a\ntenancy at the sufferance of Landlord. In such event, Tenant shall continue to\ncomply with or perform all the terms and obligations of Tenant under this Lease,\nexcept that the Monthly Base Rent during Tenant's holding over shall be the\ngreater of the then-fair market rent for the Premises (as reasonably determined\nby Landlord) or one hundred fifty percent (150%) of the Monthly Base Rent and\nAdditional Charges payable in the last full month prior to the termination\nhereof (and shall be increased in accordance with Paragraph 4(b) [Adjustments in\nBase Rent]). In addition to Rent. Tenant shall pay Landlord for all damages\nproximately caused by reason of the Tenant's retention of possession. Landlord's\nacceptance of Rent after the termination of this Lease shall not constitute a\nrenewal of this Lease, and nothing contained in this provision shall be deemed\nto waive Landlord's right of reentry or any other right hereunder or at law.\nTenant acknowledges that, in Landlord's marketing and re-leasing efforts for the\nPremises, Landlord is relying on Tenant's vacation of the Premises on the\nExpiration Date. Accordingly, Tenant shall indemnify, defend and hold Landlord\nharmless from and against all claims, liabilities, losses, costs, expenses and\ndamages arising or resulting directly or indirectly from Tenant's failure to\ntimely surrender the Premises, including (i) any loss, cost or damages suffered\nby any prospective tenant of all or any part of the Premises, and (ii)\nLandlord's damages as a result of such prospective tenant rescinding or refusing\nto\n\n\n                                       16\n\n\nenter into the prospective lease of all or any portion of the Premises by reason\nof such failure of Tenant to timely surrender the Premises.\n\n      15. SUBORDINATION.\n\n            (a) Without the necessity of any additional document being executed\nby Tenant for the purpose of effecting a subordination, this Lease shall be\nsubject and subordinate at all times to: (i) the Encumbrances and all ground\nleases or underlying leases which may now exist or hereafter be executed\naffecting the Building or the land upon which the Building is situated or both;\n(ii) any CC&R's, currently in effect or that Landlord may enter into in the\nfuture, that affect the Building or the Common Areas and (iii) the lien of any\nmortgage or deed of trust which may now exist or hereafter be executed in any\namount for which the Building, land, ground leases or underlying leases, or\nLandlord's interest or estate in any of said items, is specified as security.\nNotwithstanding the foregoing, Landlord shall have the right to subordinate or\ncause to be subordinated any such ground leases or underlying leases or any such\nliens to this Lease. In the event that any ground lease or underlying lease\nterminates for any reason or any mortgage or deed of trust is foreclosed or a\nconveyance in lieu of foreclosure is made for any reason, Tenant shall,\nnotwithstanding any subordination, attorn to and become the Tenant of the\nsuccessor in interest to Landlord at the option of such successor in interest.\nNotwithstanding anything to the contrary contained herein (but subject to\nsubparagraph 15(b) below), this Lease shall not be subject or subordinate to any\nground or underlying lease or to any lien, mortgage, deed of trust or other\nsecurity interest affecting the Premises, unless the ground lessor, lender or\nother holder of the interest to which this lease would be subordinated executes\na reasonable recognition and non-disturbance agreement which provides that\nTenant shall be entitled to continue in possession of the Premises on the terms\nand conditions of this Lease if and for so long as Tenant fully performs all of\nits obligations hereunder. Tenant covenants and agrees to execute and deliver\nupon demand by Landlord and in the form requested by Landlord and reasonably\nacceptable to Tenant, any customary additional documents evidencing the priority\nor subordination of this Lease with respect to any such ground leases or\nunderlying leases or the lien of any such mortgage or deed of trust. Tenant\nshall execute, deliver and record any such documents within twenty (20) days\nafter Landlord's written request.\n\n            (b) Notwithstanding the provisions of subparagraph 15(a) above to\nthe contrary, specifically with regard to the Ground Lease (as defined in\nExhibit \"E\"), this Lease shall be subject to and subordinate to the terms,\ncovenants and conditions of the Ground Lease and the rights of the Lessor (as\ndefined in the Ground Lease), without the requirement that the Lessor enter into\na separate recognition and non-disturbance agreement as contemplated by\nsubparagraph 15(a), provided that Landlord and Tenant agree to the following\nconditions as required by Article 25 of the Ground Lease:\n\n                  (1) Upon any termination or surrender of the Ground Lease,\nthis Lease shall continue in full force and effect and the Tenant (defined as\n\"sublessee\" in the Ground Lease) shall attorn to, or, at the option of Lessor\n(as defined in the Ground Lease), enter into a direct lease on identical terms\n(i.e. the terms of this Lease) with, Lessor;\n\n                  (2) Lessor shall not be bound by any prepayment of rent\nhereunder; and\n\n                  (3) Tenant and Landlord agree that this Lease is an arm's\nlength transaction between Landlord (defined as \"Lessee\" in the Ground Lease)\nand Tenant (defined as \"the subtenant\" in the Ground Lease), and that Tenant is\nnot an Affiliate (as defined in the Ground Lease) of Landlord.\n\n      16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with\nthe rules and regulations attached to this Lease as Exhibit \"C\" and all\nreasonable modifications thereof and additions thereto from time to time put\ninto effect by Landlord. Landlord shall not be responsible for the\nnonperformance by any other Tenant or occupant of the Building or the Project of\nany said roles and regulations. In the event of an express and direct conflict\nbetween the terms, covenants, agreements and conditions of this Lease and those\nset forth in the roles and regulations, as modified and amended from time to\ntime by Landlord, this Lease shall control.\n\n\n                                       17\n\n\n      17. RE-ENTRY BY LANDLORD. Landlord reserves and shall at all reasonable\ntimes, upon reasonable prior notice (except in the case of an emergency), and\nsubject to Tenant's reasonable security precautions and the right of Tenant to\naccompany Landlord at all times, have the right to re-enter the Premises to\ninspect the same, to supply janitor service and any other service to be provided\nby Landlord to Tenant hereunder (unless Tenant is supplying such service), to\nshow the Premises to prospective purchasers, Mortgagees or tenants (as to\nprospective tenants, only during the last twelve (12) months of the Lease Term),\nto post notices of nonresponsibility or as otherwise required or allowed by this\nLease or by law, and to alter, improve or repair the Premises and any portion of\nthe Building and may for that purpose erect, use, and maintain scaffolding,\npipes, conduits, and other necessary structures in and through the Premises\nwhere reasonably required by the character of the work to be performed. Landlord\nshall not be liable in any manner for any inconvenience, disturbance, loss of\nbusiness, nuisance or other damage arising from Landlord's entry and acts\npursuant to this Paragraph and Tenant shall not be entitled to an abatement or\nreduction of Base Rent or Additional Charges if Landlord exercises any rights\nreserved in this paragraph. Tenant hereby waives any claim for damages for any\ninjury or inconvenience to or interference with Tenant's business, any loss of\noccupancy or quiet enjoyment of the Premises, and any other loss occasioned\nthereby, except for Landlord's negligence or willful misconduct. For each of the\naforesaid purposes, Landlord shall at all times have and retain a key with which\nto un-lock all of the doors in, upon and about the Premises, excluding Tenant's\nvaults and safes, or special security areas (designated in advance), and\nLandlord shall have the right to use any and all means which Landlord may deem\nnecessary or proper to open said doors in an emergency, in order to obtain entry\nto any portion of the Premises, and any entry to the Premises, or portion\nthereof obtained by Landlord by any of said means, or otherwise, shall not under\nany emergency circumstances be construed or deemed to be a forcible or unlawful\nentry into, or a detainer of, the Premises, or an eviction, actual or\nconstructive, of Tenant from the Premises or any portions thereof. Landlord\nshall use best efforts during re-entry to not unreasonably interfere with\nTenant's use of the Premises or its business conducted therein. Tenant\nacknowledges that the first floor telephone equipment room provides third party\naccess to the electronic sign equipment that operates the sign facing Highway\n101 and that Landlord retains the right to access to such facilities at all\ntimes without notice. Tenant acknowledges that it has no right hereunder to use\nof such electronic sign.\n\n      18. INSOLVENCY OR BANKRUPTCY. The appointment of a receiver to take\npossession of all or substantially all of the assets of Tenant, or an assignment\nof Tenant for the benefit of creditors, or any action taken or suffered by\nTenant under any insolvency, bankruptcy, reorganization or other debtor relief\nproceedings, whether now existing or hereafter amended or enacted (collectively\n\"Insolvency Proceeding\"), shall at Landlord's option constitute a breach of this\nLease by Tenant unless a petition in bankruptcy, or receiver attachment, or\nother remedy pursued by a third party is discharged within sixty (60) days. Upon\nthe happening of any such event or at any time thereafter, this Lease shall\nterminate five (5) days after written notice of termination from Landlord to\nTenant. In no event shall this Lease be assigned or assignable by operation of\nlaw or by voluntary or involuntary bankruptcy proceedings or otherwise and in no\nevent shall this Lease or any rights or privileges hereunder be an asset of\nTenant under any bankruptcy, insolvency, reorganization or other debtor relief\nproceedings.\n\n      19. DEFAULT.\n\n            (a) The failure to perform or honor any covenant, condition or\nrepresentation made under this Lease shall constitute a \"default\" hereunder by\nTenant upon expiration of the appropriate grace or cure period hereinafter\nprovided. Tenant shall have a period of three (3) days from the date of written\nnotice from Landlord (which notice shall be in lieu of and not in addition to\nthe notice required by Section 1161 of the California Code of Civil Procedure)\nwithin which to cure any failure to pay Base Rent or Additional Charges;\nprovided, however, that Landlord shall not be required to provide such notice\nmore than four times during any two (2) year period during the Term with respect\nto non-payment of Base Rent or Additional Charges, the fifth such non-payment\nconstituting default without requirement of notice. Tenant shall have a period\nof thirty (30) days from the date of written notice from Landlord within which\nto cure any other curable failure to perform any obligation under this Lease:\nprovided, however, that with respect to any curable failure to perform other\nthan the payment of Base Rent or Additional Charges that cannot reasonably be\ncured within thirty (30) days, the cure period shall be extended if Tenant\ncommences to cure within thirty (30) days from Landlord's notice and continues\nto prosecute diligently the curing thereof. Notwithstanding the foregoing, (i)\nif a different cure\n\n\n                                       18\n\n\nperiod is specified elsewhere in this Lease or the Work Letter with respect to\nany specific obligation of Tenant, such specific cure period shall apply with\nrespect to a failure of such obligation; and (ii) the foregoing cure rights\nshall not extend the specified time for compliance with any required delivery,\napproval or performance obligation of Tenant under the Work Letter. Upon a\ndefault of this Lease by Tenant, Landlord shall have the following rights and\nremedies in addition to any other rights or remedies available to Landlord at\nlaw or in equity:\n\n                  (1) The rights and remedies provided by California Civil Code,\nSection 1951.2, including but not limited to, recovery of the worth at the time\nof award of the amount by which the unpaid Base Rent and Additional Charges for\nthe balance of the Term after the time of award exceeds the amount of rental\nloss for the same period that the Tenant proves could be reasonably avoided, as\ncomputed pursuant to subsection (b) of said Section 1951.2;\n\n                  (2) The rights and remedies provided by California Civil Code,\nSection 1951.4, that allows Landlord to continue this Lease in effect and to\nenforce all of its rights and remedies under this Lease, including the right to\nrecover Base Rent and Additional Charges as they become due, for so long as\nLandlord does not terminate Tenant's right to possession; provided, however, if\nLandlord elects to exercise its remedies described in this Paragraph 19(a)(ii)\nand landlord does not terminate this Lease, and if Tenant requests Landlord's\nconsent to an assignment of this Lease or a sublease of the Premises at such\ntime as Tenant is in default, Landlord shall not unreasonably withhold its\nconsent to such assignment or sublease. Acts of maintenance or preservation,\nefforts to relet the Premises or the appointment of a receiver upon Landlord's\ninitiative to protect its interest under this Lease shall not constitute a\ntermination of Tenant's rights to possession;\n\n                  (3) The right to terminate this Lease by giving notice to\nTenant in accordance with applicable law;\n\n                  (4) If Landlord elects to terminate this Lease, the right and\npower to enter the Premises and remove therefrom all persons and property and,\nto store such property in a public warehouse or elsewhere at the cost of and for\nthe account of Tenant, and to sell such property and apply such proceeds\ntherefrom pursuant to applicable California law.\n\n            (b) Landlord shall have a period of thirty (30) days from the date\nof written notice from Tenant within which to cure any default by Landlord under\nthis Lease; provided, however, that with respect to any default that cannot\nreasonably be cured within thirty (30) days, the default shall not be deemed to\nbe uncured if Landlord commences to cure within thirty (30) days from Tenant's\nnotice and continues to prosecute diligently the curing thereof. Tenant agrees\nto give any Mortgagee, by registered or certified mail, a copy of any Notice of\nDefault served upon the Landlord, provided that prior to such notice Tenant has\nbeen notified in writing, (by way of Notice of Assignment of Rents and Leases,\nor otherwise) of the address of such Mortgagee. Tenant further agrees that if\nLandlord shall have failed to cure such default within the time provided for in\nthis Lease, then the Mortgagee shall have an additional thirty (30) days\n(provided that Tenant notifies Mortgagee concurrently with Tenant's notice to\nLandlord at the beginning of Landlord's thirty (30) day period; otherwise\nMortgagee shall have sixty days from the date on which it is noticed) within\nwhich to cure such default or if such default cannot be cured within that time,\nthen the cure period shall be extended for such additional time as may be\nnecessary to cure such default shall be granted if within such applicable period\nMortgagee has commenced and continues to prosecute diligently the cure of such\ndefault (including, but not limited to, commencement of foreclosure proceedings,\nif necessary to effect such cure).\n\n      20. DAMAGE BY FIRE, ETC. If the Premises or the Building are damaged by\nfire or other casualty. Landlord shall forthwith repair the same, provided that\nsuch repairs can be made within two hundred seventy (270) days after the date of\nsuch damage under the laws and regulations of the federal, state and local\ngovernmental authorities having jurisdiction thereof. In such event, this Lease\nshall remain in full force and effect except that Tenant shall be entitled to a\nproportionate reduction of Base Rent and Additional Charges while such repairs\nto be made hereunder by Landlord are being made. Such reduction of rent, if any,\nshall be based upon the greater of (i) the proportion that the area of the\nPremises rendered untenantable by such damage\n\n\n                                       19\n\n\nbears to the total area of the Premises; or (ii) the extent to which such damage\nand the making of such repairs by Landlord shall interfere with the business\ncarried on by Tenant in the Premises, where clause (ii) is limited to the extent\nof rental abatement insurance allowed by Landlord's casualty insurance policy.\nWithin twenty (20) days after the date of such damage, Landlord shall notify\nTenant of the approximate date by which Landlord believes that it can complete\nthe repair of such damage (\"Estimated Damage Completion Date\") (including such\ndates for each floor of the Premises if the completion thereof will occur on\ndifferent dates) and the date by which Landlord would need to commence\nconstruction (\"Estimated Construction Commencement Date\") in order to complete\nrepairs by the Estimated Damage Completion Date and Landlord's determination\nthereof shall be binding on Tenant. If Landlord's Estimated Damage Completion\nDate is more than two hundred seventy (270) days from the date of such damage,\nLandlord shall have the option within thirty (30) days after the date of such\ndamage either to: (i) notify Tenant of Landlord's intention to repair such\ndamage and diligently prosecute such repairs, in which event (subject to\nTenant's right to terminate specified below) this Lease shall continue in full\nforce and effect and the Base Rent and Additional Charges shall be reduced as\nprovided herein; or (ii) notify Tenant of Landlord's election to terminate this\nLease as of a date specified in such notice, which date shall not be less than\nthirty (30) days nor more than sixty (60) days after notice is given; provided,\nhowever, in the event the damage giving rise to such right to terminate this\nLease by Landlord is the result of damage in only one of the two buildings in\nthe Project, Landlord's right to terminate this Lease shall only apply to the\nportion of the Premises, if any, in such building, and in such event the Lease\nshall remain in full force and effect with respect to the balance of the\nPremises and the Base Rent and Tenant's Share shall be appropriately adjusted to\nreflect the portion of the Premises, if any, with respect to which this Lease is\nterminated. In the event that such notice to terminate is given by Landlord,\nthis Lease shall terminate on the date specified in such notice. In the event\nthat Landlord notifies Tenant that Landlord's Estimated Damage Completion Date\nis more than two hundred seventy days (270) days following the date of the\ndamage, Tenant shall have a right to terminate the Lease in respect of all\nfloors of the Premises to which Landlord's notice applies (\"Affected Premises\nPortion\") within fifteen (15) days following receipt of Landlord's notice, by\nproviding Landlord with written notice of its election to do so. In such event\n(and also in the event Landlord terminates the lease pursuant to the immediately\npreceding sentence), Tenant shall have no liability in respect of the portion of\nthe Premises with respect to which the Lease was terminated, for payment of the\ndeductible under Landlord's insurance relating to such damage. In case of\ntermination by either event, the Base Rent and Additional Charges shall be\nreduced by a proportionate amount based upon the extent to which such damage\ninterfered with the business carried on by Tenant in the Premises, and Tenant\nshall pay such reduced Base Rent and Additional Charges up to the date of\ntermination. Landlord agrees to refund to Tenant any Base Rent and Additional\nCharges previously paid in respect of a portion of the Premises with respect to\nwhich the Lease has terminated, for any period of time subsequent to such date\nof such termination. In the event the Lease is terminated in respect of only a\nportion of the Premises leaving the Lease in effect with respect to the balance\nof the Premises the Base Rent and Tenant's Share shall be appropriately\nadjusted. If, and to the extent, neither Landlord nor Tenant have terminated\nthis Lease pursuant to the provisions set forth above, and the construction of\nthe repairs has not commenced within ninety (90) days of the Estimated\nConstruction Commencement Date, Tenant shall have the additional right to\nterminate this Lease in respect of the Affected Premises Portion during the\nfirst five (5) business days of each calendar month following the end of such\nperiod until such time as construction of the repairs has commenced, by notice\nto Landlord (the \"Damage Termination Notice\"), effective as of a date set forth\nin the Damage Termination Notice (the \"Damage Termination Date\"), which Damage\nTermination Date shall be no earlier than thirty (30) days or later than sixty\n(60) days following the date of such Damage Termination Notice. At any time,\nfrom time to time, after the date occurring sixty (60) days after the date of\nthe damage, Tenant may request that Landlord inform Tenant of Landlord's\nreasonable opinion of the date of completion of the repairs and Landlord shall\nrespond to such request in reasonable detail within five (5) business days\nfollowing receipt of such request. The repairs to be made hereunder by Landlord\nshall not include, and Landlord shall not be required to repair, any damage by\nfire or other cause to the property of Tenant or any repairs or replacements of\nany paneling, decorations, railings, floor coverings or any alterations,\nadditions, fixtures or improvements installed on the Premises by or at the\nexpense of Tenant (excluding the initial Tenant Improvements constructed by\nLandlord). Tenant hereby waives the provisions of Section 1932.2, and Section\n1933.4, of the Civil Code of California. Notwithstanding anything contained\nherein to the contrary, if a Major Casualty occurs with respect to any portion\nof the Building, and the net insurance proceeds obtained as a result of such\ncasualty are ninety percent (90%) or a lesser percentage of the cost of\nrestoration, rebuilding or replacement, then Landlord shall not be obligated to\nundertake such restoration, rebuilding or replacement\n\n\n                                       20\n\n\nunless Landlord elects to do so in writing. For the purpose of this Lease, a\n\"Major Casualty\" shall mean a casualty that renders unusable twenty percent\n(20%) or more of the Net Rentable Area of the Building or which materially\nadversely affects the use of such Building.\n\n      21. EMINENT DOMAIN. If any part over 15% of the Premises shall be taken or\nappropriated under the power of eminent domain or conveyed in lieu thereof,\nTenant shall have the right to terminate this Lease at its option. If any part\nof the Building shall be taken or appropriated under power of eminent domain or\nconveyed in lieu thereof and such taking is so extensive that it renders the\nremaining portion of the Building unsuitable for the use being made of the\nBuilding on the date immediately preceding such taking, Landlord may terminate\nthis Lease at its option. In either of such events, Landlord shall receive (and\nTenant shall assign to Landlord upon demand from Landlord) any income, rent,\naward or any interest therein which may be paid in connection with the exercise\nof such power of eminent domain, and Tenant shall have no claim against Landlord\nfor any part of sum paid by virtue of such proceedings, whether or not\nattributable to the value of the unexpired term of this Lease except that Tenant\nshall be entitled to petition the condemning authority for the following: (i)\nthe then unamortized cost of any Alterations or tenant improvements paid for by\nTenant from its own funds (as opposed to any allowance provided by Landlord);\n(ii) the value of Tenant's trade fixtures; (iii) Tenant's relocation costs; (iv)\nTenant's goodwill, loss of business and business interruption; and (v) one-half\nof the amount which is the lesser of (a) the bonus value of this lease, or (b)\nthe amount of the award in excess of the sum of amounts payable to Landlord's\nground lessor (if any) and any holder of a mortgage or other third party lien\nencumbering Landlord's ground lease estate or fee simple ownership in the\nProperty. If a part of the Premises shall be so taken or appropriated or\nconveyed and neither party hereto shall elect to terminate this Lease and the\nPremises have been damaged as a consequence of such partial taking or\nappropriation or conveyance, Landlord shall restore the Premises continuing\nunder this Lease at Landlord's cost and expense; provided, however, that\nLandlord shall not be required to repair or restore any injury or damage to the\nproperty of Tenant or to make any repairs or restoration of any Alterations\ninstalled on the Premises by or at the expense of Tenant. Thereafter, the Base\nRent and Additional Charges to be paid under this Lease for the remainder of the\nTerm shall be proportionately reduced, such that thereafter the amounts to be\npaid by Tenant shall be in the ratio that they are of the portion of the\nPremises not so taken bears to the total area of the Premises prior to such\ntaking. Notwithstanding anything to the contrary contained in this Paragraph 21,\nif the temporary use or occupancy of any part of the Premises shall be taken or\nappropriated under power of eminent domain during the Term, this Lease shall be\nand remain unaffected by such taking or appropriation and Tenant shall continue\nto pay in full all Base Rent and Additional Charges payable hereunder by Tenant\nduring the Term; in the event of any such temporary appropriation or taking,\nTenant shall be entitled to receive that portion of any award which represents\ncompensation for the use of or occupancy of the Premises during the Term, and\nLandlord shall be entitled to receive that portion of any award which represents\nthe cost of restoration of the Premises and the use and occupancy of the\nPremises after the end of the Term. If such temporary taking is for a period\nlonger than two hundred and seventy (270) days and unreasonably interferes with\nTenant's use of the Premises or the Project Common Areas, then Tenant shall have\nthe right to terminate the Lease. Landlord and Tenant understand and agree that\nthe provisions of this Paragraph 21 are intended to govern fully the rights and\nobligations of the parties in the event of a Taking of all or any portion of the\nPremises. Accordingly, the parties each hereby waives any right to terminate\nthis Lease in whole or in part under Sections 1265.120 and 1265.130 of the\nCalifornia Code of Civil Procedure or under any similar Law now or hereafter in\neffect.\n\n      22. SALE BY LANDLORD. If Landlord sells or otherwise conveys its interest\nin the Premises, Landlord shall be relieved of its obligations under the Lease\nfrom and after the date of sale or conveyance (including the obligations of\nLandlord under Paragraph 39), only when Landlord transfers any security deposit\nof Tenant to its successor and the successor assumes in writing the obligations\nto be performed by Landlord on and after the effective date of the transfer\n(including the obligations of Landlord under Paragraph 39), whereupon Tenant\nshall attorn to such successor.\n\n      23. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be\nperformed by Tenant under any of the terms of this Lease shall be performed by\nTenant at Tenant's sole cost and expense and without any abatement of Base Rent\nor Additional Charges. If Tenant shall default in the payment of any sum of\nmoney, other than Base Rent or Additional Charges, required to be paid by it\nhereunder or shall fail to perform any other act on its part to be performed\nhereunder, and such failure shall continue for the applicable\n\n\n                                       21\n\n\ncure period provided in Paragraph 19 (except in the event of emergency, when no\ncure period shall be required), Landlord may, but shall not be obligated so to\ndo, and without waiving or releasing Tenant from any obligations of Tenant, make\nany such payment or perform any such act on Tenant's part to be made or\nperformed as provided in this Lease. All sums so paid by Landlord and all\nnecessary incidental costs together with interest thereon at the Default Rate,\nfrom the date of such payment by Landlord shall be payable as Additional Charges\nto Landlord on demand.\n\n      24. SURRENDER OF PREMISES.\n\n            (a) At the end of the Term or any renewal thereof or other sooner\ntermination of this Lease, Tenant will peaceably deliver to Landlord possession\nof the Premises, together with all improvements or additions upon or belonging\nto Landlord, by whomsoever made, in the same condition as received, or first\ninstalled, subject to the terms of Paragraphs 39 & 21 and the rights and\nobligation of Tenant concerning casualty damage pursuant to Paragraph 20, damage\nby fire, earthquake, Act of God, ordinary wear and tear, Hazardous Substances\n(other than those for which Tenant is indemnifying Landlord pursuant to\nParagraph 39) or the elements alone excepted. Tenant may, upon the termination\nof this Lease, remove all movable furniture and equipment belonging to Tenant,\nat Tenant's sole cost, provided that Tenant repairs any damage caused by such\nremoval. Property not so removed shall be deemed abandoned by Tenant, and title\nto the same shall thereupon pass to Landlord. Upon request by Landlord, and\nunless otherwise agreed to in writing by Landlord, Tenant shall remove, at\nTenant's sole cost, any or all Alterations to the Premises installed by or at\nthe expense of Tenant and all movable furniture and equipment belonging to\nTenant which may be left by Tenant and repair any damage resulting from such\nremoval.\n\n            (b) The voluntary or other surrender of this Lease by Tenant, or a\nmutual cancellation thereof, shall not work a merger, and shall, at the option\nof Landlord, terminate all or any existing subleases or subtenancies, or may, at\nthe option of Landlord, operate as an assignment to it of any or all such\nsubleases or subtenancies.\n\n      25. WAIVER. If either Landlord or Tenant waives the performance of any\nterm, covenant or condition contained in this Lease, such waiver shall not be\ndeemed to be a waiver of any subsequent breach of the same or any other term,\ncovenant or condition contained herein. Furthermore, the acceptance of Base Rent\nor Additional Charges by Landlord shall not constitute a waiver of any preceding\nbreach by Tenant of any term, covenant or condition of this Lease, regardless of\nLandlord's knowledge of such preceding breach at the time Landlord accepted such\nBase Rent or Additional Charges. Failure by Landlord to enforce any of the\nterms, covenants or conditions of this Lease for any length of time shall not be\ndeemed to waive or to decrease the right of Landlord to insist thereafter upon\nstrict performance by Tenant. Waiver by Landlord of any term, covenant or\ncondition contained in this Lease may only be made by a written document signed\nby Landlord.\n\n      26. NOTICES. Except as otherwise expressly provided in this Lease, any\nbills, statements, notices, demands, requests or other communications given or\nrequired to be given under this Lease shall be effective only if rendered or\ngiven in writing, sent by certified mail, return receipt requested, reputable\novernight carrier, or delivered personally, (i) to Tenant (A) at Tenant's\naddress set forth in the Basic Lease Information, if sent prior to Tenant's\ntaking possession of the Premises. or (B) at the Premises if sent subsequent to\nTenant's taking possession of the Premises, or (C) at any place where Tenant may\nbe found if sent subsequent to Tenant's vacating, deserting, abandoning or\nsurrendering the Premises; or (ii) to Landlord at Landlord's address set forth\nin the Basic Lease Information; or (iii) to such other address as either\nLandlord or Tenant may designate as its new address for such purpose by notice\ngiven to the other in accordance with the provisions of this Paragraph 26.\n\nIf and for so long as Oracle Corporation is a Guarantor of the obligations of\nTenant under this Lease any notice sent to Tenant shall be given to Oracle\nCorporation in writing in the manner described above with respect to notices to\nTenant.\n\nAny such bill, statement, notice, demand, request or other communication shall\nbe deemed to have been rendered or given on the date the return receipt\nindicates delivery of or refusal of delivery if sent by certified\n\n\n                                       22\n\n\nmail, the day upon which recipient accepts and signs for delivery from a\nreputable overnight carrier, or on the date a reputable overnight carrier\nindicates refusal of delivery, or upon the date personal delivery is made. If\nTenant is notified in writing of the identity and address of any Mortgagee or\nground or underlying lessor, Tenant shall give to such Mortgagee or ground or\nunderlying lessor notice of any default by Landlord under the terms of this\nLease in writing sent by registered or certified mail, and such Mortgagee or\nground or underlying lessor shall be given the opportunity to cure such default\n(as defined in Paragraph 19(b)) prior to Tenant exercising any remedy available\nto it.\n\n      27. TAXES PAYABLE BY TENANT. At least ten (10) days prior to delinquency\nTenant shall pay all taxes levied or assessed upon Tenant's equipment,\nfurniture, fixtures and other personal property located in or about the\nPremises. If the assessed value of Landlord's property is increased by the\ninclusion therein of a value placed upon Tenant's equipment, furniture, fixtures\nor other personal property, Tenant shall pay to Landlord, upon written demand,\nthe taxes so levied against Landlord, or the proportion thereof resulting from\nsaid increase in assessment.\n\n      28. ABANDONMENT. Tenant shall not abandon the Premises and cease\nperforming its financial and maintenance obligations under this Lease at any\ntime during the Term, and if Tenant shall abandon and cease performing its\nfinancial and maintenance obligations under this Lease, or surrender the\nPremises or be dispossessed by process of law, or otherwise, any personal\nproperty belonging to Tenant and left on the Premises shall, at the option of\nLandlord, be deemed to be abandoned and title thereto shall thereupon pass to\nLandlord. Notwithstanding anything to contrary contained herein, Tenant shall\nnot be allowed to vacate the Premises if such would result in a termination of\nLandlord's insurance. Upon Tenant's request, Landlord will ask its insurer if\nsuch vacation of the Premises would result in termination of its current\ninsurance policy. For purposes of this Paragraph 28, the Tenant shall not be\ndeemed to have abandoned the Premises solely because the Tenant is not occupying\nthe Premises.\n\n      29. SUCCESSORS AND ASSIGNS. Subject to the provisions of Paragraph 9, the\nterms, covenants and conditions contained herein shall be binding upon and inure\nto the benefit of the parties hereto and their respective legal and personal\nrepresentatives, successors and assigns.\n\n      30. ATTORNEY'S FEES. If Tenant or Landlord brings any action for any\nrelief against the other, declaratory or otherwise, arising out of this Lease,\nincluding any suit by Landlord for the recovery of Base Rent or Additional\nCharges or possession of the Premises, the losing party shall pay to the\nprevailing party a reasonable sum for attorney's fees, which shall be deemed to\nhave accrued on the commencement of such action and shall be paid whether or not\nthe action is prosecuted to judgment.\n\n      31. LIGHT AND AIR. Tenant covenants and agrees that no diminution of\nlight, air or view by any structure which may hereafter be erected (whether or\nnot by Landlord) shall entitle Tenant to any reduction of rent under this Lease,\nresult in any liability of Landlord to Tenant, or in any other way affect this\nLease or Tenant's obligations hereunder.\n\n      32. SECURITY DEPOSIT.\n\n            (a) Letter of Credit. Concurrently with Tenant's execution of this\nLease, Guarantor shall deliver to Landlord its Guaranty of Tenant's obligations\nhereunder. Such Guaranty provides for the termination of the Guaranty when\ncertain criteria have been met including the deposit with Landlord of a letter\nof credit meeting the requirements of this Paragraph 32. Concurrently with\nLandlord's written confirmation of termination of the Guaranty, Tenant shall\ndeliver to Landlord an unconditional, irrevocable, transferable letter of\ncredit, in an amount equal to the \"Required Amount\" (defined below) issued by a\nfinancial institution acceptable to Landlord in the form attached hereto as\nExhibit \"F\", with an original term of no less than one year and automatic\nextensions through the end of the Term of this Lease and sixty (60) days\nthereafter (the \"Letter of Credit\"). Landlord shall not unreasonably withhold\nits approval of such a financial institution if it is a national bank with\noffice in the San Francisco Bay Area (including an office allowing the Letter of\nCredit to be presented to and paid by such office) with assets in excess of\ntwenty billion dollars. The term \"Required Amount\" shall mean a sum reasonably\ndetermined by Landlord as of the date the Letter of Credit is delivered\n\n\n                                       23\n\n\nhereunder to be the amount of ten (10) months Base Rent plus Additional Charges.\nTenant shall keep the Letter of Credit, at its expense, in full force and effect\nuntil the sixtieth (60th) day after the Expiration Date or other termination of\nthis Lease, to insure the faithful performance by Tenant of all of the\ncovenants, terms and conditions of this Lease, including, without limitation,\nTenant's obligations to repair, replace or maintain the Premises and Tenant's\nobligations under the Work Letter; provided, however, at any time during the\nterm that Landlord holds cash as a security deposit hereunder in the amount of\nthe Letter of Credit, Tenant shall not be in default hereunder for failing to\nmaintain the Letter of Credit. Landlord shall be entitled to draw the full\namount of the Letter of Credit (i) at any time Tenant is in \"default\" (as\ndefined in Paragraph 19(a)), (ii) at any time an event has occurred which, with\nthe passage of time or giving of notice or both, would constitute a default,\nwhere Landlord is prevented from, or delayed in, giving such notice because of\nan Insolvency Proceeding or (iii) on or after thirty (30) days prior to the\nexpiration of the Letter of Credit. The Letter of Credit shall provide for full\npayment to Landlord, upon presentation of the following to the issuer of the\nLetter of Credit (x) a letter signed by an authorized agent of Landlord stating\nthat Landlord is entitled to draw the Letter of Credit and (y) the original\nLetter of Credit. In the event of such payment to Landlord, Landlord shall hold\nthe funds so obtained as the security deposit required under this Lease. Any\nunused portion of the funds so obtained by landlord shall be returned to Tenant\nupon replacement of the Letter of Credit or deposit of cash security in the full\namount required as the face amount of the Letter of Credit hereunder. If\nLandlord uses any portion of the Letter of Credit, or the cash security deposit\nresulting from a draw on the Letter of Credit, to cure any default by Tenant\nhereunder, Tenant shall replenish the security deposit to the original amount\nwithin ten (10) days of notice from Landlord. Tenant's failure to do so shall\nbecome be a material breach of this Lease. Landlord shall keep any cash security\nfunds separate from its general funds, and shall invest such cash security at\nTenant's reasonable direction, and any interest actually earned by Landlord on\nsuch cash security shall be paid to Tenant quarterly. If an event of default\noccurs under this Lease or the Work Letter (including, without limitation, any\ndefault by Tenant with respect to its payment and performance obligations under\nthe Work Letter), or if Tenant is the subject of an Insolvency Proceeding,\nLandlord may present its written demand for payment of the entire face amount of\nthe Letter of Credit and the funds so obtained shall become due and payable to\nLandlord. Landlord may retain such funds to the extent required to compensate\nLandlord for damages incurred, or to reimburse Landlord as provided herein, in\nconnection with any such default, and any remaining funds shall be held as a\ncash security deposit. Without limiting the foregoing, in the event of a default\nin Tenant's obligations to complete or pay for the Tenant Improvements in\naccordance with the Work Letter, Landlord may use the security deposit to\ncomplete and\/or pay for the Tenant Improvements to the extent of Tenant's\nobligations as contemplated by the Work Letter. Landlord shall be entitled to\nassign the Letter of Credit and its rights thereto in connection with an\nassignment of this Lease to its Lender as security for the obligations of\nLandlord to such lender. Tenant shall cooperate with Landlord in connection with\nany modifications of the Letter of Credit that may be reasonably requested in\nconnection with such assignment.\n\n            (b) Annual Reduction of Letter of Credit. Tenant shall be entitled\nto reduce the Letter of Credit on the sixth through tenth anniversaries of the\nCommencement Date in the amount of one-fifth (l\/5th) of the initial balance, so\nlong as (i) Tenant is not in default (and no event has occurred which, with the\npassage of time or giving of notice or both, would constitute a default) under\nthe Lease on such anniversary date, and (ii) Landlord has not delivered a notice\nof Tenant's failure to perform any of its monetary obligations hereunder during\nthe previous six months, regardless of whether such failure was cured by Tenant\nwithin any applicable grace or cure period; provided, however, that any such\nnotice of failure to perform relating to a non-monetary failure to perform which\nwas disputed, in good faith, by Tenant and ultimately determined (by agreement\nof the parties, arbitration or judicial action) not to be a violation of this\nLease shall not be considered for purposes of determining whether such condition\nhas been met.\n\n            (c) Return of Letter of Credit. The Letter of Credit shall be\nreturned to Tenant if, at any time after the fifth anniversary of the\nCommencement Date, Tenant (A) can establish to Landlord's reasonable\nsatisfaction that as of the end of any fiscal year of Tenant following the fifth\nanniversary of the Commencement Date, Tenant has (i) had revenues for eight\nconsecutive quarters in excess of an annual rate of $75,000,000 \"Revenue\nCriteria\", (ii) Market Capitalization of an average of $750,000,000 over the\nproceeding twelve months, and (iii) cash and cash equivalents (\"Cash Criteria\")\n(including up to twenty five percent (25%) of which may be comprised of the\namount Tenant would receive from a factor, without recourse, in respect of\ncurrent ninety day or less accounts receivables (which are not and shall not be\npledged or factored), certified to\n\n\n                                       24\n\n\nLandlord by an independent third party factor) in excess of Forty Million\nDollars ($40,000,000), all as determined in accordance with GAAP and as\nreflected on certified, audited financial statements; and (b) is not in default\n(and no event has occurred which, with the passage of time or giving of notice\nor both, would constitute a default) under the Lease as of the date the Letter\nof Credit is returned to Tenant. The term \"Market Capitalization\" shall mean the\naverage daily closing price of a class of Tenant's stock which is publicly\ntraded multiplied by the number of shares of Tenant's stock that is held by\nshareholders who may freely trade such stock.\n\n            (d) Conversion of Deposit to Loan. Landlord and Tenant acknowledge\nand agree that, if Tenant defaults under this Lease and Landlord elects to\npursue its remedies under California Civil Code Section 1951.2 or under this\nLease to terminate this Lease (any such event, a \"Landlord Action\"), (i)\nLandlord will incur certain damages, costs and expenses, including, without\nlimitation, marketing costs, commissions, relocation costs, tenant improvement\ncosts (but limited to costs for improvements consistent with the level of finish\nand build out of Tenant's Improvement), and carrying costs in connection with\nreleasing the Premises, in addition to the other damages, costs and expenses\nLandlord may incur as a result of such default and\/or other defaults under this\nLease (all of the foregoing collectively, \"Default Damages\"); (ii) Landlord has\nno assurance of a source of funds to cover such Default Damages other than the\nproceeds of the Letter of Credit (or cash collateral); and (iii) the proceeds of\nthe Letter of Credit (or cash collateral) should be available to Landlord to\napply to Default Damages, even if the amount thereof exceeds that amount to\nwhich Landlord is ultimately determined to be entitled under this Lease and\npursuant to applicable law. Accordingly, at Landlord's sole election, Landlord\nshall be entitled to draw the full amount of the Letter of Credit (or the full\namount of cash collateral shall be released to Landlord) which is then existing\n(after any previous application of funds by Landlord and\/or replenishment by\nTenant pursuant to Paragraph 32(a) above), simultaneously with commencement of a\nLandlord Action or at any time thereafter. All proceeds thereof in excess of\namounts applied (pursuant to Paragraph 32(a)) to Default Damages incurred by\nLandlord prior to commencement of the Landlord Action shall be deemed a loan\nfrom Tenant to Landlord (the \"Default Loan\"). The Default Loan shall be\nunsecured and shall not bear interest, and repayment thereof shall be limited to\nthe terms and conditions set forth in this paragraph. Any sums to which Landlord\nfrom time to time becomes entitled hereunder and pursuant to law as a result of\nTenant's default and any previous defaults of the Lease, to which the Letter of\nCredit (or cash collateral) has not previously been applied pursuant to\nParagraph 32(a), shall be offset against the principal balance of the Loan. The\namount of the Default Loan remaining, if any, after such offset shall be\nreferred to herein as the \"Excess Amount\". The Excess Amount shall be payable by\nLandlord to Tenant from, and only from, first any proceeds from the Letter of\nCredit (or cash collateral) which have not been applied to Default Damages\nincurred by Landlord after the same are finally determined (the \"Remaining\nProceeds\"), and then Excess Rent. The Remaining Proceeds shall be paid by\nLandlord to Tenant promptly upon final determination after the entire Premises\nare leased to a third party or parties. If Tenant disputes the amount of\nRemaining Proceeds paid by Landlord, Tenant may submit such dispute to\narbitration in accordance with Paragraph 40 [Arbitration of Disputes] of this\nLease. \"Excess Rent\" shall mean the amount by which (x) rent received by\nLandlord (from the tenant or tenants leasing all or any portion of the Premises\nafter Tenant's default) in any month exceeds (y) the amount of rent that would\nhave been payable under this Lease for such month if this Lease had not been\nterminated. Landlord shall pay Tenant one-half of the Excess Rent until the\nearlier of (A) the date the Excess Amount is fully repaid or (B) the date that\nwould have been the Expiration Date (excluding any Renewal Term) of this Lease.\nAny remaining balance of the Default Loan on such date shall be deemed forgiven.\nIf the Default Loan is insufficient to cover all Default Damages, Tenant shall\npay Landlord any such shortfall immediately upon demand by Landlord, and\nLandlord shall have all rights and remedies available at law or elsewhere in the\nLease with respect to such shortfall.\n\n      33. CORPORATE AUTHORITY; FINANCIAL INFORMATION. If Tenant signs as a\ncorporation each of the persons executing this Lease on behalf of Tenant does\nhereby covenant and warrant that Tenant is a duly authorized and existing\ncorporation, that Tenant has and is qualified to do business in California, that\nthe corporation has full right and authority to enter into this Lease, and that\neach and both of the persons signing on behalf of the corporation were\nauthorized to do so. Upon Landlord's request, Tenant shall provide Landlord with\nevidence reasonably satisfactory to Landlord confirming the foregoing covenants\nand warranties. Tenant hereby further covenants and warrants to Landlord that\nall financial information and other descriptive information regarding Tenant's\nbusiness, which has been or shall be furnished to Landlord, is to\n\n\n                                       25\n\n\nTenant's best knowledge accurate and complete at the time of delivery to\nLandlord.\n\n      34. PARKING. Tenant shall have the right to use the Building's parking\nspaces in common with other tenants or occupants of the Building, if any,\nsubject to the Encumbrances and the rules and regulations of Landlord for such\nparking facilities which may be established or altered by Landlord at any time\nor from time to time during the term. Landlord represents and warrants to Tenant\nthat the number of parking spaces initially constructed by Landlord in\nconnection with the Project shall be equal to or greater than the minimum number\nrequired by the City of San Carlos and that Landlord will not thereafter\nvoluntarily reduce the number of parking spaces available to the Project below\nsuch minimum number except as may be required by law or in connection with\ncondemnation. Landlord shall not voluntarily agree to an amendment or\nmodification or waiver of provisions of the CC&Rs in a manner that reduces or\nimpairs the parking available to the Project except as may be required by law or\nin connection with condemnation. Tenant acknowledges that the parking structure\nis not scheduled to be completed by the Scheduled Commencement Date. Neither\nTenant nor any of its employees, visitors or invitees shall have an obligation\nto pay for parking in the parking structure or otherwise on the Project.\nLandlord will operate a valet parking service from 8:30 a.m. to 5:30 p.m. Monday\nthrough Friday excluding holidays from the date Tenant first takes possession of\nthe Initial Premises (for the operation of its business) through the date the\nparking structure is completed and available for use.\n\n      35. MISCELLANEOUS.\n\n            (a) The term \"Premises\" wherever it appears herein includes and\nshall be deemed or taken to include (except where such meaning would be clearly\nrepugnant to the context) the office space demised and improvements now or at\nany time hereafter comprising or built in the space hereby demised. The\nparagraph headings herein are for convenience of reference and shall in no way\ndefine, increase, limit or describe the scope or intent of any provision of this\nLease. The term \"Landlord\" shall include Landlord and its successors and\nassigns. In any ease where this Lease is signed by more than one person, the\nobligations hereunder shall be joint and several. The term \"Tenant\" or any\npronoun used in place thereof shall indicate and include the masculine or\nfeminine, the singular or plural number, individuals, firms or corporations, and\ntheir and each of their respective successors, executors, administrators, and\npermitted assigns, according to the context hereof.\n\n            (b) Time is of the essence of this Lease and all of its provisions.\nThis Lease shall in all respects be governed by the laws of the State of\nCalifornia. This Lease, together with its exhibits, contains all the agreements\nof the parties hereto and supersedes any previous negotiations. There have been\nno representations made by the Landlord or understandings made between the\nparties other than those set forth in this Lease and its exhibits. This Lease\nmay not be modified except by a written instrument by the parties hereto.\n\n            (c) If for any reason whatsoever any of the provisions hereof shall\nbe unenforceable or ineffective, all of the other provisions shall be and remain\nin full force and effect.\n\n            (d) Upon Tenant paying the Base Rent and Additional Charges and\nperforming all of Tenant's obligations under this Lease, Tenant may peacefully\nand quietly enjoy the Premises during the Term as against all persons or\nentities lawfully claiming by or through Landlord; subject, however, to the\nprovisions of this Lease.\n\n      36. TENANT'S REMEDIES. If any default hereunder by Landlord is not cured\nwithin the applicable cure period provided in Subparagraph 19(b), Tenant's\nexclusive remedies shall be an action for specific performance or action for\nactual damages. Tenant hereby waives the benefit of any laws granting it (A) the\nright to perform Landlord's obligation, or (B) the right to terminate this Lease\nor withhold Rent on account of any Landlord default. Tenant shall look solely to\nLandlord's interest in the Project for the recovery of any judgment from\nLandlord. Landlord, or if Landlord is a partnership, its partners whether\ngeneral or limited, or if Landlord is a corporation, its directors, officers or\nshareholders, shall never be personally liable for any such judgment. Any lien\nobtained to enforce such judgment and any levy of execution thereon shall be\nsubject and subordinate to any mortgage or deed of trust (excluding any mortgage\nor deed of trust which was created as part of an effort to defraud creditors,\ni.e., a fraudulent conveyance); provided, however that any such judgement\n\n\n                                       26\n\n\nand any such levy of execution thereon shall not be subject or subordinated to\nany mortgage or deed of trust that shall have been created or recorded in the\nofficial records of Santa Clara County after the date of the judgement giving\nrise to such lien. Landlord's interest in the Project shall include any\ninsurance proceeds received by Landlord which are not controlled by Landlord's\nlender and any proceeds of the Security Deposit under this Lease that are then\nheld by Landlord.\n\n      37. REAL ESTATE BROKERS. Each party represents that it has not had\ndealings with any real estate broker, finder or other person with respect to\nthis Lease in any manner, except for any broker named in the Basic Lease\nInformation, whose fees or commission, if earned, shall be paid as provided in\nthe Basic Lease Information. Each party shall hold harmless the other party from\nall damages resulting from any claims that may be asserted against the other\nparty by any other broker, finder or other person with whom the other party has\nor purportedly has dealt.\n\n      38. LEASE EFFECTIVE DATE. Submission of this instrument for examination or\nsignature by Tenant does not constitute a reservation of or option for lease,\nand it is not effective as a lease or otherwise until execution and delivery by\nboth Landlord and Tenant.\n\n      39. HAZARDOUS SUBSTANCE LIABILITY. Tenant has received from Landlord a\ncopy of the following reports (the \"Environmental Reports\"); \"Phase I and II\nEnvironmental Assessment Report, Circle Star Theater Property, 1717 Industrial\nWay, San Carlos, California, January 31, 1997\" prepared by McLaren\/Hart\nEnvironmental Engineering Corporation. Except as noted in the Environmental\nReports, Landlord represents and warrants that to the best of its knowledge, the\nPremises and Project are presently free of asbestos, toxic waste, underground\nstorage tanks and other Hazardous Substances in amounts exceeding legally\nestablished maximum thresholds. Additionally, except as noted in the\nEnvironmental Reports, Landlord represents that it has received no written\nnotice of any violation or claimed violation with respect to the presence of\ntoxic or Hazardous Substances on, in or under the Project or of any pending or\ncontemplated investigation or other action relating thereto.\n\n            (a) Definition of Hazardous Substances. For the purpose of this\nLease, \"Hazardous Substances\" shall be defined, collectively, as oil, flammable\nexplosives, asbestos, radioactive materials, hazardous wastes, toxic or\ncontaminated substances or similar materials, including, without limitation, any\nsubstances which are \"hazardous substances,\" \"hazardous wastes,\" \"hazardous\nmaterials\" or \"toxic substances\" under applicable environmental laws, ordinance\nor regulation.\n\n            (b) Tenant Indemnity. Tenant releases Landlord from any liability\nfor, waives all claims against Landlord and shall indemnify, defend and hold\nharmless Landlord, its employees, partners, agents, subsidiaries and affiliate\norganizations against any and all claims, suits, loss, costs (including costs of\ninvestigation, clean up, monitoring, restoration and reasonably attorney fees),\ndamage or liability, whether foreseeable or unforeseeable, by reason of property\ndamage (including diminution in the value of the property of Landlord), personal\ninjury or death directly arising from or related to Hazardous Substances\nreleased, manufactured, discharged, disposed, used or stored on, in, or under\nthe Property or Premises during the initial Term and any extensions of this\nLease by Tenant or its employees, agents, sublessees, assignees or contractors.\nThe provisions of this Tenant Indemnity regarding Hazardous Substances shall\nsurvive the termination of the Lease.\n\n            (e) Landlord Indemnity. Landlord releases Tenant from any liability\nfor, waives all claims against Tenant and shall indemnify, defend and hold\nharmless Tenant, its officers, employees, and agents to the extent of Landlord's\ninterest in the Project, against any and all actions by any governmental agency\nfor clean up of Hazardous Substances on or under the Property, including costs\nof legal proceedings, investigation, clean up, monitoring, and restoration,\nincluding reasonable attorney fees, if, and to the extent, arising from the\npresence of Hazardous Substances on, in or under the Property or Premises,\nexcept to the extent caused by the release, disposal, use or storage of\nHazardous Substances in, on or about the Premises by Tenant, its employees,\nagents, sublessees, assignees, or contractors. The provisions of this Landlord\nIndemnity regarding Hazardous Substances shall survive the termination of the\nLease.\n\n\n                                       27\n\n\nTenant has informed Landlord, that except for very immaterial amounts of toxic\nmaterials incidental to its office use (e.g. copier toner). Tenant will not use\nand Hazardous Substances in material amounts within the Building and shall\ncomply with any applicable laws to the extent that it does,\n\n      40. ARBITRATION OF DISPUTES.\n\n            ANY CONTROVERSY OR CLAIM ARISING OUT OF THIS LEASE OR A BREACH OF\nTHIS LEASE SOLELY BETWEEN LANDLORD AND TENANT RELATING TO A MONETARY DEFAULT IN\nAN AMOUNT OF LESS THAN TWENTY-FIVE THOUSAND DOLLARS ($25,000), BUT NOT INCLUDING\nA DEFAULT WITH RESPECT TO THE TIMELY PAYMENT OF BASE RENT AND ADDITIONAL\nCHARGES, SHALL BE SETTLED BY ARBITRATION BEFORE THE JUDICIAL ARBITRATION\nMEDIATION SERVICE (JAMS) IN ACCORDANCE WITH THE RULES OF THE AMERICAN\nARBITRATION ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S)\nMAY BE ENTERED IN ANY COURT HAVING JURISDICTION.\n\n            NOTICE: BY INITIALLY IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY\nDISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE \"ARBITRATION OF DISPUTES\"\nPROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU\nARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A\nCOURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR\nJUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY\nINCLUDED IN THE \"ARBITRATION OF DISPUTES\" PROVISION. IF YOU REFUSE TO SUBMIT TO\nARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE\nUNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO\nTHIS ARBITRATION PROVISION IS VOLUNTARY.\n\n            WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT\nDISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE \"ARBITRATION OF DISPUTES\"\nPROVISION TO NEUTRAL ARBITRATION.\n\n      Consent to neutral arbitration by: \/s\/ [ILLEGIBLE] (Landlord):\n\/s\/ [ILLEGIBLE] (Tenant).\n\n      41. SIGNAGE. Tenant shall be allowed to use a proportional share (based on\nsquare footage) of the main lobby directory and the monument sign located at the\nProject's entry off of Industrial Road, as well as building standard signage at\nthe lobby on Tenant's floor as well as Tenant's main entry door. In addition\nTenant shall be entitled to one sign each on the northeast (ie. the glass\ncurtain wall adjacent to the Highway 101 freeway frontage) and northwest (ie.\nthe pre-cast concrete panel visible from the southbound lanes of Highway 101)\nsides of the Building, such signs (in the aggregate) to comprise no more than\none half of the square footage of such exterior building surface signage allowed\nin respect of the Project by the City of San Carlos. Such signage shall be in\nconformity with standards provided by Landlord, and subject to approval by\nLandlord. All signage shall be at Tenant's expense. Landlord shall work with\nTenant to obtain approval of the applicable governmental authorities for\nconstruction of (i) signage on top of the Building and (ii) monument signage at\nthe main entry to the Project. Such signage shall be subject to the reasonable\napproval of Landlord as well as all applicable governmental authorities.\n\n      42. OPTION TO RENEW. Upon condition that (i) no event of default is\ncontinuing under this Lease at the time of exercise or at the commencement of\nthe option term, and (ii) Tenant or its affiliate continues to physically occupy\nat least fifty percent (50%) of the Premises, then Tenant shall have the right\nto extend the Term for one (1) period of six (6) years (\"Extension Term(s)\")\nfollowing the initial Expiration Date, by giving written notice (\"Exercise\nNotice\") to Landlord at least eighteen (18) months prior to the Expiration of\nthe Term.\n\n      43. RENT DURING EXTENSION TERM. The Monthly Base Rent during the six (6)\nyear Extension Term shall be the greater of the average Monthly Base Rent\n{excluding adjustments pursuant to Paragraph 3(b)(i)) paid during the initial\nTerm or the Fair Market Rental Value for the Premises as of the\n\n\n                                       28\n\n\ncommencement of the option term, as determined below:\n\n            (a) Within thirty (30) days after receipt of Tenant's Exercise\nNotice, Landlord shall notify Tenant of Landlord's estimate of the Fair Market\nRental Value for the Premises, as determined below, for determining Monthly Base\nRent during the ensuing Extension Term; provided, however, if Tenant's Exercise\nNotice is given more than eighteen (18) months before the Expiration Date,\nLandlord's estimate of Fair Market Rental Value may, but need not be given more\nthan eighteen (18) months before the Expiration Date. Within fifteen (15) days\nafter receipt of such notice from Landlord, Tenant shall notify Landlord in\nwriting that it (i) agrees with such rental rate or (it) disagrees with such\nrental rate. No response shall constitute agreement. In the event that Tenant\ndisagrees with Landlord's estimate of Fair Market Rental Value for the Premises,\nthen the parties shall meet and endeavor to agree within fifteen (15) days after\nLandlord receives Tenant's notice described in the immediately preceding\nsentence. If the parties cannot agree upon the Fair Market Rental Value within\nsaid fifteen (15) day period, then the parties shall submit the matter to\nbinding appraisal in accordance with the following procedure except that in any\nevent neither party shall be obligated to start such procedure sooner than\neighteen (18) months before the expiration of the Lease Term. Within fifteen\n(15) days of the conclusion of the period during which the two parties fail to\nagree (but not sooner than eighteen (18) months before the expiration of the\nLease Term), the parties shall either (i) jointly appoint an appraiser for this\npurpose or (ii) failing this joint action, each separately designate a\ndisinterested appraiser. No person shall be appointed or designated an appraiser\nunless such person has at least five (5) years experience in appraising major\ncommercial property in San Mateo County and is a member of a recognized society\nof real estate appraisers. If within thirty (30) days after the appointment, the\ntwo appraisers reach agreement on the Fair Market Rental Value for the Premises,\nthat value shall be binding and conclusive upon the parties. If the two\nappraisers thus appointed cannot reach agreement on the Fair Market Rental Value\nfor the Premises within thirty (30) days after their appointment, then the\nappraisers thus appointed shall appoint a third disinterested appraiser having\nlike qualifications within five (5) days. If within thirty (30) days after the\nappointment of the third appraiser a majority of the appraisers agree on the\nFair Market Rental Value of the Premises, that value shall be binding. and\nconclusive upon the parties. If within thirty (30) days after the appointment of\nthe third appraiser a majority of the appraisers cannot reach agreement on the\nFair Market Rental Value for the Premises, then the three appraisers shall each\nsimultaneously submit their independent appraisal to the parties, the appraisal\nfarthest from the median of the three appraisals shall be disregarded, and the\nmean average of the remaining two appraisals shall be deemed to be the Fair\nMarket Rental Value for the Premises and shall be binding and conclusive upon\nthe parties. Each party shall pay the fees and expenses of the appraiser\nappointed by it and shall share equally the fees and expenses of the third\nappraiser. If the two appraisers appointed by the parties cannot agree on the\nappointment of the third appraiser, they or either of them shall give notice of\nsuch failure to agree to the parties and if the parties fail to agree upon the\nselection of such third appraiser within ten (10) days after the appraisers\nappointed by the parties give such notice, then either of the parties, upon\nnotice to the other party, may request such appointment by the American\nArbitration Association or, on it failure, refusal or inability to act, may\napply for such appointment to the presiding judge of the Superior Court of San\nMateo County, California.\n\n            (b) Wherever used throughout this Paragraph (Rent during Extension\nTerm) the term \"Fair Market Rental Value\" shall mean the fair market rental\nvalue of the Premises, using as a guide the rate of monthly base rent which\nwould be charged during the Extension Term (including periodic increases during\nthe Extension Term, if any) in the Mid-Peninsula area for comparable high image,\nClass A office space in comparable condition, of comparable quality, as of the\ntime that the Extension Term commences, with appropriate adjustments regarding\ntaxes, insurance and operating expenses as necessary to insure comparability to\nthis Lease, as the case may be, and also taking into consideration amount and\ntype of parking, location, leasehold improvements, proposed term of lease,\namount of space leased, extent of service provided or to be provided, and any\nother relevant terms or conditions (including consideration of whether or not\nthe monthly base rent is fixed).\n\n            (c) In the event of a failure, refusal or inability of any appraiser\nto act, his successor shall be appointed by the party who originally appointed\nhim, but in the case of the third appraiser, his successor shall be appointed in\nthe same manner as provided for appointment of the third appraiser.\n\n\n                                       29\n\n\n            (d) The appraisers shall render their appraisals in writing with\ncounterpart copies to Landlord and Tenant. The appraisers shall have no power to\nmodify the provisions of this Lease.\n\n            (e) To the extent that binding appraisal has not been completed\nprior to the expiration of any preceding period for which Monthly Base Rent has\nbeen determined, Tenant shall pay Monthly Base Rent at the rate estimated by\nLandlord, with an adjustment to be made once Fair Market Rental Value is\nultimately determined by binding appraisal.\n\n            (f) From and after the commencement of the Extension Term, all of\nthe other terms, covenants and conditions of the Lease shall also apply;\nprovided, however, that Tenant shall have no further rights to extend the Term.\n\n      44. SATELLITE ANTENNA. During the Term, Tenant shall have the\nnon-exclusive right, subject to relevant regulatory approvals, availability of\nspace within the roofscreen and Landlord's consent, such consent not to be\nunreasonably withheld or delayed, to install a satellite antenna (\"Antenna\")\nwithin the roofscreen on the roof of the Building in a location satisfactory to\nboth Landlord and Tenant. Without otherwise limiting the criteria upon which\nLandlord may withhold its consent to any proposed Antenna, if Landlord withholds\nits consent due to concerns regarding the appearance of the Antenna or the\nimpact on structural aspects of the Building, such withholding of consent shall\nbe presumptively reasonable. Tenant shall not be charged any rent for roof\nspace. Prior to submitting any plans to the City of San Carlos or proceeding\nwith any installation of an Antenna, Tenant shall submit to Landlord elevations\nand specifications for the Antenna. Tenant shall install any approved Antenna at\nits sole expense and shall be responsible for any damage caused by the\ninstallation of the Antenna or related to the Antenna. At the end of the Term,\nTenant shall remove the Antenna from its location and repair any damage caused\nby such removal.\n\n      45. SECOND BUILDING.\n\n            (a) Prior to September 1, 1999, for so long as Tenant is not in\ndefault hereunder, Landlord shall not execute a letter of intent or Lease with\nanother tenant for any portion of the Second Building. The term \"Second\nBuilding\" shall mean the improvements proposed to be built by Landlord as part\nof the Project and more fully described on Exhibit \"G\"; the Second Building is\ncommonly known as One Circle Star Way. From and after September 1, 1999 through\nOctober 31, 2000, Tenant shall have the rights described in this Paragraph\n(\"First Right of Offer\") to lease the First Right Space (defined below). During\nthe period of time commencing on September 1, 1999, Landlord shall be free to\nnegotiate and enter into letters of intent or leases with other parties for all\nor any portion of the First Right Space, provided that Landlord shall provide\nTenant with a written \"Offer Notice\" if Landlord believes that a letter of\nintent that it receives from, or submits to, another party is likely to result\nin a letter of intent acceptable to Landlord. If such letter of intent is for\nthe lease of less than the entire Second Building, the Offer Notice will\nindicate which portion of the First Right Space the letter of intent covers.\nTenant shall have seven (7) business days (ending at 5:00 p.m. on such seventh\nbusiness day) after receipt of the Offer Notice (\"Offer Notice Deadline\") to\ndeliver to Landlord the Tenant's Election Notice electing to lease the space\ndescribed in the Offer Notice on the terms and conditions set forth in Paragraph\n45(c). If Tenant does not deliver to Landlord its Tenant Election Notice within\nsuch seven (7) business day period, Landlord shall be entitled to complete the\ntransaction with the party with whom Landlord is negotiating or, within one\nhundred twenty (120) days following the Offer Notice Deadline, with any other\ntenant for the space described in the Offer Notice. The \"Tenant Election Notice\"\na letter notifying Landlord of Tenant's unconditional election to exercise its\noption to lease the space described in the Offer Notice executed by Tenant. To\nbe effective, the Tenant's Election Notice must contain the following additional\nparagraph and be signed by an Authorized Officer of Oracle Corporation:\n\n                  Oracle Corporation, as Guarantor of the obligations of the\n                  Tenant under that certain Lease dated April __, 1999 by and\n                  between Circle Star Center Associates, L.P. as Landlord and\n                  Network Computer, Inc. as Tenant, hereby agrees that the\n                  additional obligations of Network Computer, Inc. associated\n                  with the foregoing election to lease additional\n\n\n                                       30\n\n\n                  space from Landlord is approved by Oracle Corporation pursuant\n                  to Oracle Corporation's guaranty of the obligations of Network\n                  Computer, Inc. under such Lease.\n\n                                              Oracle Corporation\n\n\n                                              By: ______________\n                                              Its: _____________\n\nAn \"Authorized Officer\" shall mean the President or any Executive\nVice-President, Vice-President or Assistant Vice-President, Treasurer or\nAssistant Treasurer of Oracle Corporation. In order for the Tenant Election\nNotice to be effective, it must be accompanied by an incumbency certificate\nsigned by the Secretary or Assistant Secretary of Oracle Corporation certifying\nthat the person signing the Tenant's Election Notice on behalf of Oracle\nCorporation is a corporate officer of Oracle Corporation holding one of the\noffices specified above. Unless Tenant's Election Notice meets all of the\nforegoing requirements and is delivered to Landlord within the seven (7)\nbusiness day period specified above, such document shall be ineffective and may\nbe disregarded by Landlord.\n\n            (b) Notwithstanding anything to the contrary herein, Tenant's rights\nunder this Paragraph 45 shall not apply to the third or fourth floor of the\nSecond Building in the event that Landlord elects to lease such space to\nCentraal Corporation (or its Affiliates). In the event that Centraal Corporation\n(or it Affiliates) leases both the third and fourth floors of the Second\nBuilding, then Centraal Corporation (and its Affiliates) shall be required to\nvacate the second floor of the Building and the Second Floor of the Building\nshall be subject to Tenant's First Right of Offer under the terms and\nconditions of this Paragraph 45; provided, however, there shall be no Tenant\nImprovement Allowance for the second floor of the Building except such amount as\nis required to a ceiling grid with ceiling tiles and install lighting and HVAC\nducting consistent with the initial space leased by Tenant in the Building, but\nin no event shall such Tenant Improvement Allowance exceed $7 per rentable\nsquare feet of space located on the second floor of the Building. The term\n\"First Right Space\" shall mean the Second Building (subject to the right of\nLandlord to lease portions thereof to Centraal Corporation (or its Affiliates)\nin accordance with the foregoing) and the second floor of the Building if, and\nwhen, Centraal Corporation leases both the third and fourth floors of the Second\nBuilding.\n\n            (c) Terms of Lease of First Right Space.\n\n                  (1) Rent. The Base Rent for the First Right Space leased by\nTenant pursuant to this Paragraph 45 shall be based on a Rentable Area of the\nSecond Building and 25,179 square feet for the second floor of the Building.\nLandlord's architect shall determine the Rentable Area of the Second Building\nand each floor thereof, and shall certify such Rentable Area in writing to\nLandlord and Tenant. The computations called for in the prior two sentences to\nbe made by Landlord's architect shall be carried out in a manner consistent with\nthe computations for the Building and so that the total Rentable Square Feet for\nall of the floors of the Second Building shall be the sum of the aggregate\nRentable Area of the Building. The initial Base Rent for each First Right Space\nshall be the Monthly Base Rent specified on the Basic Lease information subject\nto the adjustment pursuant to Paragraph 3(b)(i) for the Additional Allowance\napplicable to the First Right Space but at a rate and for the period described\nin Paragraph 45(c)(2) below.\n\n                  (2) Rent Commencement and Expiration Date. If Tenant elects to\nlease all or part of the First Right Space pursuant to this Paragraph 45, the\ndate Rent shall commence for each First Right Space (the \"First Right Space Rent\nCommencement Date\") shall be a date which is the sum of (i) the number of weeks\nof Tenant's Plan Approval Period (defined below) plus (ii) Landlord's\nConstruction Period (defined below), following the date of Tenant's notice\npursuant to Paragraph 45(a), as extended by the number of days in excess of\nthree (3) business days that it takes Landlord to review and comment upon any\nplans submitted by Tenant to Landlord pursuant to the\n\n\n                                       31\n\n\nWork Letter. The term \"Tenant's Plan Approval Period\" shall mean forty-two (42)\ndays. The term \"Landlord's Construction Period\" shall mean the following time\nperiods depending upon the number of floors that the First Right Space\ncomprises:\n\n          Number of Floors          Landlord's Construction Period\n          ----------------          ------------------------------\n                  1                             6 Weeks\n                  2                             8 Weeks\n                  3                            10 Weeks\n\nThe above described Landlord's Construction Periods are estimates of the time\nperiod between the date Tenant has completed Tenant's Plans and obtained\nLandlord's approval and processed building permits in respect of the Tenant's\nImprovements for the First Right Space, on the one hand, and the date Landlord\nachieves Substantial Completion of the Tenant Improvements (excluding any Tenant\nDelay), on the other hand. The Rent payable by Tenant in respect of any First\nRight Space shall be abated for the number of days, if any, that it takes\nLandlord to achieve Substantial Completion in excess of the applicable\nLandlord's Construction Period (as reasonably increased if Tenant's proposed\nimprovements are of a character as will require a longer construction period\nthan the character of the improvements to be constructed in respect of the\nInitial Premises), excluding from such period, Tenant Delays.\n\nLandlord and Tenant acknowledge that until the Tenant Improvements in respect of\nany First Right Space are completed it will not be possible to compute the\nadjustment to Monthly Base Rent attributable to the Additional Allowance.\nAccordingly, Landlord and Tenant agree that upon Substantial Completion of such\nTenant Improvements, Landlord shall deliver written notice to Tenant of its\ncalculation of the adjustment to Monthly Base Rent in respect of the Additional\nAllowance. The Monthly Base Rent shall be increased by an amount equal to the\nsum determined by amortizing the amount of the Additional Allowance on a\nstraight line basis at 9% per annum over the period from the date of such\nSubstantial Completion through a date ten (10) years following the applicable\nFirst Right Space Rent Commencement Date (\"Amortization Ending Date\").\n\nThere shall be no Outside Delivery Date in respect of any First Right Space.\n\n                  (3) Lease Terms. If Tenant leases any First Right Space\npursuant to this Paragraph 45, in addition to the terms set forth in clauses (1)\nand (2) above, this Lease shall automatically be modified to provide as follows:\n\n                        (A) Both the Initial Premises and the First Right Space\nshall be part of the \"Premises\" under this Lease, such that the term \"Premises\"\nas used in this Lease shall refer collectively to both the Initial Premises and\nthe First Right Space;\n\n                        (B) Tenant's Share of Real Estate Taxes and Expenses\nshall be adjusted to reflect the increased Rentable Area of the Premises, based\non the ratio of the Rentable Area of the collective Premises to the total\nRentable Area of the Project;\n\n                        (C) Tenant's right to terminate this Lease pursuant to\nParagraph 2(e) shall be modified by extending the effective date of such\ntermination to the eighth anniversary of the last First Right Space Rent\nCommencement Date (with a corresponding adjustment to the date by which notice\nof the exercise of such termination option must be given by Tenant) and such\nright to terminate shall apply only to all (and not less than all) of the\nportion of the Initial Premises and shall not be applicable to any First Right\nSpace;\n\n                                       32\n\n\n                        (D) Tenant's lease of the First Right Space shall be on\nthe same terms and conditions as in effect for the Premises from time to time,\nexcept as expressly provided in this Paragraph 45;\n\n                        (E) The Expiration Date applicable to the Initial\nPremises and the First Right Space shall be the date which is ten (10) years\nfollowing the last First Right Space Rent Commencement Date. The Base Rent in\nrespect of any portion of the Initial Premises for the period of the initial\nTerm (excluding any extension of the Term pursuant to Paragraph 42) in excess of\nten (10) years shall be adjusted by reducing the Base Rent for such excess\nperiod by the amount of the adjustment for the Additional Allowance provided for\nin Paragraph 3(b)(i) in respect of the Initial Premises. The Base Rent in\nrespect of any First Right Space for the period of the initial Term (excluding\nany extension of the Term pursuant to Paragraph 42) beyond the Amortization\nEnding Date in respect of such First Right Space shall be adjusted by reducing\nthe Base Rent for such excess period by the amount of the adjustment for the\nAdditional Allowance provided for in Paragraph 45(c)(2);\n\n                        (F) All references to percentage of destruction or\ntaking in Paragraph 20 [Damage by Fire, Etc.] and Paragraph 21 [Eminent Domain]\nshall be deemed to mean each of the Building and Second Building separately;\n\n                        (G) Landlord shall provide the same Base Building\nImprovements as provided for the Building (and conduit between the Building and\nthe Second Building and a covered walk way from the side of the Second Building\nnearest the parking garage to the parking garage, subject to receiving all\nnecessary applicable approvals, which Landlord will use its best efforts to\nobtain) together with a Tenant Improvement Allowance (increased by 3 % on each\nanniversary of the Commencement Date for the Initial Premises that occurs prior\nto the Effective Date of Tenant's written exercise of its right to lease the\nFirst Right Space pursuant to this Paragraph 45) and Additional Allowance in the\nsame amounts per Rentable Square Foot as shown in the Basic Lease Information\nwith respect to the initial Premises (except as provided in Paragraph\n45(b) above;\n\n                        (H) The Required Amount of the letter of credit required\npursuant to Paragraph 32(a) and the \"Market Capitalization\", \"Revenue Criteria\"\nand \"Cash Criteria\" requirements for the return of the letter of credit pursuant\nto Paragraph 32(c) shall be adjusted to the following amounts based upon the\nnumber of additional floors leased by Tenant pursuant to this Paragraph 45 (\"M\"\nmeans million and \"B\" means billion):\n\n                 Additional Number of\n     Additional   Months of Base Rent       Market         Revenue       Cash\n       Floors   plus Additional Charges  Capitalization    Criteria    Criteria\n       ------   -----------------------  --------------    --------    --------\n          1               12                 $850M          $100M        $65M\n          2               13                 $950M          $100M        $75M\n          3               14                 $1.1B          $125M        $85M\n          4               15                 $1.25B         $150M        $95M\n\nThe parties shall execute a written confirmation of the addition of the Second\nBuilding and the foregoing terms and conditions within thirty (30) days after\neither party's request, provided that failure to execute such confirmation shall\nnot affect the automatic modification of the Lease as provided in this Paragraph\n45(c).\n\n                        (1) In the event Tenant leases two floors in the Second\nBuilding, Tenant shall be entitled to one sign on the Second Building similar to\nthe two signs on the Building to\n\n\n                                       33\n\n\nwhich Tenant is entitled pursuant to Paragraph 41, subject to the terms,\nconditions and limitations thereof.\n\n            (d) No Brokers. Neither party has had any contact or dealings\nregarding the Second Building through any licensed real estate broker or other\nperson who may claim a right to a commission or finder's fee as a procuring\ncause of any lease that might be entered into with respect to the Second\nBuilding as contemplated by this Paragraph 45 or otherwise, except for the\nbroker named in the Basic Lease Information, whose fees or commission, if\nearned, shall be paid by Landlord in accordance with a separate agreement with\nLandlord. If any other broker or finder makes a claim for a commission or\nfinder's fee based upon any such contact, dealings, or communications, the party\nthrough whom the broker or finder makes his claim shall be responsible for such\ncommission or fee, and all costs and expenses (including reasonable attorneys'\nfees) incurred by the other party in defending against such claim.\n\n\n                                       34\n\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the\ndate first above written.\n\n                                    LANDLORD:\n\n                                    CIRCLE STAR CENTER ASSOCIATES, L.P.\n                                    a California limited partnership\n\n                                        By:  M-D Ventures, Inc.                 \n                                        Its: General Partner                    \n                                                                                \n                                        By:  \/s\/ Steve Dostart                  \n                                             -----------------------------------\n                                                Steve Dostart                   \n                                        Its:    Vice President                  \n                                        \n\n                                    TENANT:\n\n                                    NETWORK COMPUTER, INC.\n                                    A Delaware corporation\n\n                                    By:     \/s\/ Mitchell Kertzman\n                                            ------------------------------------\n                                            Mitchell Kertzman\n                                    Its:    CEO & President\n \n\n                                    By:     \/s\/ Nancy J. Hilker\n                                            ------------------------------------\n                                            Nancy J. Hilker\n                                    Its:    Vice President & Chief Financial\n                                            Officer\n\n\n                                       35\n\n\n                                    1st Floor\n\n                              [FLOOR PLAN OMITTED]\n\n                                   Exhibit \"A\"\n                                   Page 1 of 2\n\n\n\n\n                                 3rd\/ 4th Floor\n\n                              [FLOOR PLAN OMITTED]\n\n                                   Exhibit \"A\"\n                                   Page 2 of 2\n\n\n\n                                   EXHIBIT \"B\"\n--------------------------------------------------------------------------------\n\n                                   WORK LETTER\n\n      1. Base Building: Landlord shall furnish and install the office building,\nas defined in the plans listed in the attached Exhibit B-l, \"Landlord's Plans,\"\nat Landlord's expense (\"Base Building\").\n\n      2. Tenant's Plans: Landlord approves Tenant's use of the architectural\nfirm known as Ehrlich-Rominger (\"Tenant's Architect\"). On or before April 1,\n1999 Tenant shall submit preliminary plans and specifications including\nspecifications for finishes for Tenant's proposed tenant improvements\n(\"Preliminary Plans\"). Landlord shall have three (3) business days to review and\ncomment upon, or approve, Tenant's Preliminary Plans, and Landlord's approval\nshall not be reasonably withheld or delayed so long as Tenant's Preliminary\nPlans are consistent with the Basic Standards as defined below. As part of\nLandlord's review of Tenant's Preliminary Plans, Landlord will notify Tenant of\nthose items, if any, which are \"long lead time\" items (i.e., items which cannot\nreasonably be delivered to the job site early enough to maintain the approved\nconstruction schedule without substantial overtime work), specifying in such\nnotice the delay in Substantial Completion of the Premises which will be caused\nby selection of such items (\"Long Lead Time Items\"), so long as Tenant's\nPreliminary Plans specify sufficient detail (e.g., finishes, materials, etc.) to\nallow Landlord to make such determination. Thereafter, in the preparation of the\nfinal Tenant's Plans, Tenant shall have the right to replace such Long Lead Time\nItems with other specified items that would not be considered Long Lead Time\nItems. On or before Tenant's Plan Delivery Date, as specified in the Basic Lease\nInformation, Tenant shall submit plans and specifications for Tenant's proposed\ntenant improvements within the Premises consistent with Tenant's Preliminary\nPlans as approved by Landlord (\"Tenant's Plans\"). Tenant's Plans shall include\nall such information required to prepare construction drawings sufficient to\nallow Landlord's contractor to bid and construct said improvements, including\nbut not limited to those items in Exhibit B-2, \"Minimum Information Required.\"\nSuch plans shall be subject to Landlord's approval, which shall not be\nunreasonably withheld so long as the tenant improvements contemplated therein\nare generally generic with drop ceilings throughout, perimeter private offices\naround at least 25 % of the perimeter of the floor plate, and otherwise\nreasonably comparable to the improvements existing at Tenant's existing premises\nat 1000 Bridge Parkway (\"Basic Standards\"). Landlord's contractor shall prepare\ncomplete mechanical, electrical, plumbing, and other engineering plans for the\ninstallation of the heating, ventilating, air conditioning, electrical and\nplumbing to be installed in the Premises, on a design\/build basis, and the costs\ncharged by Landlord's contractor for such services shall be included in the\nscope of work by Landlord's contractor for the Tenant Improvements and in the\ncost estimate described in paragraph 5 below. The engineering fees for plumbing\nand fire sprinkler work shall be competitively bid as design\/build with\nengineered drawings to be included in Landlord's contractor's scope of work for\nthe Tenant Improvements.\n\n      3. Tenant Improvements: Landlord shall cause Landlord's contractor to\nconstruct, at Tenant's expense, subject to the Tenant Allowance as noted below,\nthe additional work in addition to the Base Building to complete the Premises\n(\"Tenant Improvements\") as required by the plans and specifications approved by\nLandlord and Tenant pursuant to this Work Letter. The quantities,\n\n\n                                  EXHIBIT \"B\"\n                                       1\n\n\ncharacter and manner of installation of all of the foregoing work shall be\nsubject to the limitations imposed by any applicable regulations, laws,\nordinance, codes and rules.\n\n      4. Tenant's Expense: The cost of the Tenant Improvements, as well as space\nplanning and preparing the working drawings (including Tenant's Plans) for the\nTenant Improvements or any change to the original instruction and\/or plans and\nspecifications shall be paid by Tenant; provided, however, that Landlord shall\nprovide to Tenant an allowance of the amount specified in the Basic Lease\nInformation as the \"Tenant Allowance\". The Tenant Allowance may be applied\ntoward the following items in respect of the Tenant Improvements: Architectural\nand engineering fees, space planning, building permits or other governmental\nfees, cost of labor materials and other charges included in the construction\ncontract for construction of Tenant Improvements. The cost of the Tenant\nImprovements to be paid from the Tenant Allowance or by Tenant shall not include\nthe following (which shall be Landlord's responsibility): (a) costs attributable\nto improvements installed outside the demising walls of the Premises; (b) costs\nfor improvements which are not shown on or described in the Tenant's Plans as\nfinally approved by Landlord, other than changes required by the City of San\nCarlos or other governmental authorities in connection with their review of\nTenant's Plans or issuance of permits, changes necessitated by Tenant Delays (as\ndefined below), or changes that are requested or approved by Tenant; (c)\nattorneys' fees incurred in connection with negotiation of construction\ncontracts, and attorneys' fees, experts' fees and other costs in connection with\ndisputes with third parties related to the Tenant Improvements, except to the\nextent such disputes result from Tenant's acts or omissions; (d) interest and\nother costs incurred by Landlord to finance Landlord's construction costs; (e)\ncosts incurred as a consequence of delay (other than Tenant Delays),\nconstruction defects or default by Landlord's contractor; (f) costs recoverable\nby Landlord upon account of warranties and insurance; (g) restoration costs in\nexcess of insurance proceeds as a consequence of casualties; (h) penalties and\nlate charges attributable to Landlord's failure to pay construction costs; (i)\ncosts to bring the Base Building into compliance with applicable laws and\nrestrictions at the time building permits are issued for the Tenant\nImprovements, including, without limitation, the Americans with Disabilities Act\nand environmental law, except to the extent such laws and restrictions are only\ntriggered by Tenant's acts, improvements or particular use of the Premises; (j)\nwages, labor and overhead for overtime and premium time, unless required due to\nTenant Delays; (k) offsite construction management or other general construction\noverhead costs incurred by Landlord; and (l) a General Contractor's fee in\nexcess of that contemplated in Paragraph 5 below. Upon the approval by Landlord\nand Tenant of the Landlord's contractor's cost estimate in accordance with\nParagraph 5 below, Tenant shall provide Landlord with a detailed breakdown of\nthe final costs to be incurred or which have been incurred in connection with\nthe design and construction of the Tenant Improvements (the \"Final Costs\").\nPrior to the commencement of construction of the Tenant Improvements, Tenant\nshall supply Landlord with cash in an amount (the \"Over-Allowance Amount\") equal\nto the difference between the amount of the Final Costs and the Tenant Allowance\n(less any portion thereof already disbursed by Landlord, on or before the\ncommencement of construction of the Tenant Improvements). Interest actually\naccrued on the Over-Allowance Amount shall be credited to Tenant and disbursed\nwith the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by\nLandlord pro rata with the Tenant Allowance as costs are incurred for Tenant\nImprovements. Any amounts payable by Tenant under this Work Letter which are in\nexcess of the Tenant Allowance and Over-Allowance Amount deposited with Landlord\nshall be paid by Tenant to Landlord within twenty (20) days of receipt of an\ninvoice from Landlord. Landlord shall keep full and detailed accounts and shall\nexercise such control as may be necessary for the proper financial\n\n\n                                  EXHIBIT \"B\"\n                                       2\n\n\nmanagement of the construction of the Tenant Improvements and disbursement of\nthe Tenant Allowance and Over-Allowance Amount. Tenant and Tenant's\nrepresentative shall be afforded access, from time to time, upon advance written\nor oral notice to Landlord, to Landlord's records, books, correspondence,\ninstructions, drawings, receipts, invoices, agreements (including, without\nlimitation, subcontracts and purchase orders), vouchers and other data relating\nto the Tenant Improvements and the disbursement of the Tenant Allowance and\nOver-Allowance Amount for the purpose of reviewing, auditing and\/or copying such\nmaterial. Landlord shall, on not less than a monthly basis on or before the\ntenth (10th) day of each month, deliver to Tenant a statement showing in\ncomplete detail (itemized by contractor, subcontractor, vendors, consultants,\netc.) all monies paid out or costs incurred by the Landlord in connection with\nthe Tenant Improvements and the disbursement of the Tenant Allowance and the\nOver-Allowance Amount, during the period commencing on the first day of each\nmonth preceding the then current month and ending on the last day of said\npreceding month, together with such supporting documentation as may be\nreasonably required by Tenant.\n\nIn addition, the Tenant Improvements shall include window shades meeting the\nfollowing specifications: Hunter Douglas 8 Mil Atlantis Mini-Blinds; Color: 190\nBright Aluminum.\n\n      5. Cost Estimate: Upon receipt of Tenant's Plans, Landlord shall obtain a\ncost estimate for the Tenant Improvements from Landlord's contractor, such cost\nestimate to include such detail as may be reasonably requested by Tenant.\nLandlord shall require that its general contractor secure independent sealed\nbids from three (3) unionized subcontractors mutually acceptable to Landlord and\nTenant for each trade whose costs are in excess of five percent (5 %) of the\ntotal cost estimate. All bids shall be submitted to Landlord and Tenant\nsimultaneously; at Tenant's request, Landlord and Tenant shall open the bids\ntogether at the offices of the Landlord's general contractor. Landlord agrees to\npermit Tenant to designate that the lowest bidding subcontractor be selected.\nThe General Contractor's fee shall be calculated on a \"cost plus a fee\" basis\nwhere the fee for overhead and profit is four percent (4 %) of cost and the\namount charged for general conditions and supervision is approved by Tenant,\nsuch approval not to be unreasonably withheld. Tenant shall not be charged any\nfee for Landlord's oversight of the construction of Tenant's Improvements. If\nthe cost estimate exceeds the Tenant Allowance, the cost estimate shall be\nsubmitted to Tenant. Tenant shall approve or disapprove such estimate within\nseven (7) days. Failure to disapprove within such period shall constitute\napproval. If disapproved, Tenant shall provide new sufficient instruction within\nsuch seven (7) days for the revision of plans and cost estimates for approval by\nLandlord. Tenant shall be obligated to approve the cost estimate if the cost is\nwithin the Tenant Allowance or any greater budget approved by Tenant. If the\ncost estimate is in excess of the Tenant Allowance or such greater budget,\nTenant shall provide new sufficient instruction which will reduce the cost\nestimate for the Tenant Improvements to a level acceptable to Tenant and within\nany allowance provided by Landlord within ten (10) days after receipt of the\ncost estimate. In the event that, after receiving Tenant's approval of the cost\nestimate based upon Tenant's Plans as approved by Landlord and Tenant, changes\nto such plans are requested by any governmental agency or building inspector in\norder to obtain any required permits or to proceed with the construction of the\nTenant Improvements, Tenant shall promptly respond to such governmental request\nand cause such request to be withdrawn or Tenant's Plans to be revised to comply\nwith such request; and if such revision causes an increase in the cost of the\nTenant Improvements such increase shall be made by a change order approved by\nTenant. Any delay in achieving Substantial Completion resulting from Tenant's\nresponse to such governmental request or\n\n\n                                  EXHIBIT \"B\"\n                                       3\n\n\napproving such change order shall be a Tenant Delay provided for in Paragraph 9\nbelow.\n\n      6. Construction of Tenant Improvements: After Tenant's approval of the\ncost estimate for Tenant's Plans, Landlord shall administer and diligently\nprosecute the construction of Tenant Improvements in accordance with Tenant's\nPlans; provided, however, that Landlord shall not be required to install any\nTenant Improvements which do not conform to the plans and specifications for the\nBase Building, or do not conform to any applicable regulations, laws,\nordinances, codes and rules; such conformity shall be the obligation of Tenant\n(other than mechanical, electrical, plumbing and engineering components of the\nTenant Improvements that are design\/build by Landlord's contractor, the\nconformity of which with Landlord's Plans and applicable laws shall be the\nobligation of Landlord). After the cost estimate has been approved by Landlord\nand Tenant as provided above, neither party shall have the right to require\nextra work or change orders with respect to the construction of the Tenant\nImprovements without the prior written consent of the other, which consent shall\nnot be unreasonably withheld or delayed. All change orders shall specify any\nchange in the cost estimate as a consequence of the change order. All Tenant\nImprovements shall be constructed by Landlord's contractor, which shall be a\nreputable, unionized general contractor, subject to approval by Tenant which\napproval shall not be unreasonably withheld, who will complete the work in a\ngood and workmanlike manner and in accordance with the approved Tenant's Plans\nand relevant laws and codes. Subject to the limitation on the General\nContractor's fee imposed by Paragraph 5, Tenant approves the use of Devcon\nConstruction, the General Contractor for the Base Building, as the General\nContractor for the Tenant Improvements.\n\nTenant shall be entitled to receive copies of all of the general contractor's\nprogress payment request.\n\n      7. Tenant's Contractors: Cable TV connections, telephone, data and\naudio-visual equipment and wiring, office equipment and computer wiring, and\nfurniture and security equipment shall be installed by Tenant's contractors and\nshall conform with Landlord's contractor's schedule and work of installation and\nshall be handled in such a manner as to maintain harmonious labor relations and\nas not to interfere with or delay the work of Landlord's contractors. To the\nextent that any such improvements furnished and installed by Tenant's\ncontractors cause Landlord's contractor to be dependent upon the work of\nTenant's contractors in order for Landlord's contractor to complete its work,\nany resulting delays in Landlord's contractor's work shall be \"Tenant Delays\"\n(as defined in Paragraph 9 below). Tenant's contractors, subcontractors and\nlabor shall be subject to approval by Landlord which approval shall not be\nunreasonably withheld or delayed and shall be subject to the reasonable\nadministrative supervision of Landlord's general contractor and reasonable rules\nof the site. Contractors and subcontractors engaged by Tenant shall employ\nlaborers and means to insure, so far as may be possible, the progress of the\nwork without interruption on account of strikes, work stoppage or similar causes\nfor delay. Landlord shall give access and entry to the Leased Premises to\nTenant's contractors as may be reasonably necessary during the course of\nconstruction of the Tenant Improvements, and at various points during\nconstruction as each floor progresses, subject to the requirements of this\nParagraph 7; provided, however, that if such entry is prior to the first day of\nthe Term such entry shall be subject to all of the terms and conditions of this\nLease except payment of Rent and Additional Charges and Tenant shall not be\nallowed to commence business in the Premises.\n\n      8. Substantial Completion\/Punch List: \"Substantial Completion\" shall be\ndefined as when Landlord's contractor has substantially completed all work to be\nperformed by Landlord in\n\n\n                                  EXHIBIT \"B\"\n                                       4\n\n\naccordance with Tenant's Plans, subject only to (i) the completion or correction\nof items on a punch list to be prepared jointly by Landlord, Tenant and their\nrespective architects which do not substantially interfere with Tenant's use or\noccupancy of the Premises (the \"Punchlist\"), (ii) a certificate of occupancy, or\nits equivalent, for the Premises having been obtained, (iii) all utilities\nhaving been turned on and available for use, (iv) all Building common areas\nhaving been substantially completed, and (v) Tenant having reasonable access to\nthe Premises and use of parking to the extent required by the Lease. The items\non the Punchlist shall be completed by Landlord's contractor promptly using\ncommercially reasonable efforts.\n\nLandlord agrees to include a provision in its construction contract with it's\ngeneral contractor requiring retention of one hundred fifty percent (150%) of\nthe estimated amount of the cost to complete the items on the Punchlist until\nthe Punchlist is fully completed.\n\n      9. Tenant Delays: \"Tenant Delays\" shall be defined as those delays caused\nin achieving Substantial Completion due to: (a) Tenant's failure to submit (i)\nTenant's Plans, (ii) approval of the cost estimates, or (iii) sufficient\ninstruction to change Tenant's Plans as a result of disapproval of a cost\nestimate on or before the dates or time periods called for; (b) Tenant's\nchange(s) in plans and specifications after said dates that actually delay\nconstruction, but only to the extent that Tenant received prior written notice\nfrom the Landlord of the amount of delay associated with the changes before the\nchanges were finally approved and authorized by Tenant; (c) Tenant's request for\nLong Lead Time Items; (d) any delays caused by Tenant's contractors as set forth\nin Paragraph 7, including, without limitation, strikes, work stoppage or similar\ndelay caused by labor disharmony between Tenant's contractors and Landlord's\ncontractor, and delays caused by Landlord's contractor's dependence on any work\nclone by Tenant's contractors; or (e) other delays caused by Tenant in\nconstruction; provided, however, no Tenant Delay shall be deemed to have\noccurred unless and until Landlord has given written notice to Tenant specifying\nany action or inaction which Landlord is aware of and that may cause a Tenant\nDelay. If Tenant does not take appropriate measures within one (1) business day\nafter Tenant's receipt of such notice to prevent such action or inaction from\noccurring, then a Tenant Delay, as set forth in such notice, shall be deemed to\nhave occurred commencing as of the date Tenant received such notice and\ncontinuing for the number of days the Substantial Completion of the Premises was\nin fact delayed as a direct result of such action or inaction; provided,\nfurther, that no such notice shall be required in order for Tenant Delay to be\ndeemed to have occurred if such delay results from Tenant's failure to perform\nany obligation within a specific date or time period.\n\n      10. Commencement Date: The Premises shall be deemed completed and\npossession delivered and Tenant shall accept the Premises upon Substantial\nCompletion. Notwithstanding anything to the contrary in the Lease, effective\nupon delivery of the Premises to Tenant, Landlord does hereby warrant that, (a)\nthe construction (as opposed to the design which is Tenant's responsibility) of\nthe Tenant Improvements was performed in accordance with all rules, regulations,\ncodes, statutes, ordinances, and laws of all applicable governmental and\nquasi-governmental authorities and in a good and workman-like manner, (b) all\nmaterials and equipment installed therein was new and otherwise of good quality,\n(c) the electrical, plumbing, and mechanical systems servicing the Premises are\nin working order and in good condition, and (d) the Base Building is in good\ncondition and water tight. The foregoing warranties shall automatically expire\none year after Substantial Completion. Tenant's obligation under the Lease to\npay Rent and Additional Charges\n\n\n                                  EXHIBIT \"B\"\n                                       5\n\n\nshall commence upon the later of (i) the Scheduled Commencement Date, as\nspecified in the Basic Lease Information, or (ii) Substantial Completion. If\nLandlord shall be delayed in substantial completion as a result of Tenant\nDelays, then the Commencement Date, and Tenant's obligation to begin paying Base\nRent and Additional Charges, shall be adjusted to reflect what the Commencement\nDate would have been if there had been no Tenant Delays. Notwithstanding the\nforegoing, if Tenant Delays occur and, as a result thereof, Landlord reasonably\nanticipates that Substantial Completion will not occur on or before the\nScheduled Commencement Date, then at Landlord's sole election and in addition to\nany other remedies that may be available to Landlord under the Lease or at law\nor in equity, at Landlord's written request Tenant shall commence payment of\nBase Rent and Additional Charges on the date one month following the Scheduled\nCommencement Date. If Landlord makes such election, then the installment of Base\nRent, and any installments of any components of Additional Charges, that are\nfirst due after Substantial Completion occurs shall be adjusted to reflect the\nactual Commencement Date. Landlord's election, as set forth above, shall not\nconstitute a waiver of any default by Tenant or any other remedy available to\nLandlord as a result thereof, to the extent the circumstances giving rise to a\nTenant Delay constitute a default by Tenant hereunder or under the Lease. Within\nseven (7) days after written request of Landlord, Tenant agrees to give Landlord\na letter confirming the Commencement Date and certifying that Tenant has\naccepted delivery of the Premises and that the condition of the Premises\ncomplies with Landlord's obligations hereunder.\n\n\n                                  EXHIBIT \"B\"\n                                       6\n\n\nEXHIBIT \"B-1\"\n--------------------------------------------------------------------------------\n\n                                LANDLORD'S PLANS\n\nThe plans and specifications related to Two Circle Star Way as drawn or\nassembled by Kenneth Rodrigues & Partners, Inc. as called out below:\n\nGENERAL\nA0.0        COVER SHEET                                    1\/22\/98\nA0.1        GENERAL INFORMATION SHEET\/                     1\/22\/98\n            TITLE 24 ENERGY COMPLIANCE\n\nCIVIL\nC0.2        STORM WATER POLLUTION PREVENTION PLAN\nC0.1        LAYOUT AND PAVING PLAN                       11\/14\/97\nC1.2        LAYOUT AND PAVING PLAN                       12\/19\/97\nC2.1        GRADING PLAN                                 11\/14\/97\nC2.2        GRADING PLAN                                 11\/14\/97\nC3.1        UTILITY PLAN                                 11\/14\/97\nC3.2        UTILITY PLAN                                 11\/14\/97\nC4.1        DETAILS                                      11\/14\/97\nC4.2        DETAILS                                      11\/14\/97\nC4.3        DETAILS                                      12\/19\/97\n\nARCHITECTURAL\nA2.1        BUILDING ONE FIRST FLOOR PLAN                2\/26\/98\nA2.2        BUILDING ONE SECOND FLOOR PLAN               1\/22\/98\nA2.3        BUILDING ONE THIRD FLOOR PLAN                1\/22\/98\nA2.4        BUILDING ONE FOURTH FLOOR PLAN               1\/22\/98\nA2.5        ENLARGED CORE PLAN                           1\/22\/98\nA2.6        ENLARGED BATHROOM PLANS                      1\/22\/98\nA3.1        BUILDING ONE ROOF PLAN                       1\/22\/98\nA4.1        BUILDING ONE ELEVATIONS                      2\/26\/98\nA4.2        BUILDING ONE ELEVATIONS                      1\/22\/98\nA5.1        BUILDING SECTION                             1\/22\/98\nA5.2        TYPICAL WALL SECTIONS                        1\/22\/98\nA7.1        REFLECTED CEILING PLANS                       3\/5\/97\nA7.2        ENLARGED STAIR PLANS AND SECTIONS            1\/22\/98\nA7.3        ENLARGED ELEVATOR PLANS AND SECTIONS         1\/22\/98\nA7.4        DOOR AND HARDWARE SCHEDULE\/ROOM              3\/11\/98\n              FINISH SCHEDULE\nA8.1        EXTERIOR DETAILS                             1\/22\/98\nA8.2        DOOR\/WINDOW DETAILS                          1\/22\/98\nA8.3        ROOF DETAILS                                 1\/22\/98\nA9.1        WALL TYPES                                   1\/22\/98\nA9.2        INTERIOR DETAILS                             1\/22\/98\n\n\n                                  EXHIBIT \"B-1\"\n                                       1\n\n\nA9.3        UL ASSEMBLIES                                11\/14\/97\n\nSTRUCTURAL\nS0.1        GENERAL NOTES                                10\/6\/97\nS2.1        BUILDING ONE FOUNDATION\/FIRST                10\/6\/97\n              FLOOR FRAMING PLAN\nS2.2        BUILDING ONE 2ND FLR. FRAMING PLAN           10\/6\/97\nS2.3        BUILDING ONE 3RD FLR. FRAMING PLAN           10\/6\/97\nS2.4        BUILDING ONE 4TH FLR. FRAMING PLAN           10\/6\/97\nS2.5        BUILDING ONE ROOF FRAMING PLAN               10\/6\/97\nS2.5A       BUILDING ONE ROOF SCREEN\/SLAB                10\/6\/97\n              REINFORCING PLAN\nS3.1        TYPICAL CONCRETE DETAILS                     7\/23\/97\nS3.2        CONCRETE DETAILS NO. 1                       10\/6\/97\nS3.3        CONCRETE DETAILS NO. 2                       10\/6\/97\nS3.4        CONCRETE DETAILS NO. 3                       10\/6\/97\nS5.1        TYPICAL METAL DECK DETAILS NO. 1             10\/6\/97\nS5.2        TYPICAL METAL DECK DETAILS NO. 2             10\/6\/97\nS5.3        TYPICAL STEEL DETAILS                        10\/6\/97\nS5.4        COLUMN SCHEDULE AND DETAILS                  10\/6\/97\nS5.5        BRACED FRAME ELEVATIONS AND DETAILS          10\/6\/97\nS5.6        STEEL DETAILS NO. 1                          10\/6\/97\nS5.7        STEEL DETAILS NO. 2                          10\/6\/97\nS9.1        PRECAST PANEL SUPPORT PLAN                   10\/6\/97\nS9.2        PRECAST PANEL SUPPORT PLAN                   7\/30\/97\nS9.3        PRECAST PANEL SUPPORT DETAILS                10\/6\/97\n\nLANDSCAPE\nL-1         PHASE ONE NOTES AND LEGEND                   2\/6\/98\nL-2         PHASE ONE LAYOUT AND GRADING PLAN            2\/6\/98\nL-3         PHASE ONE PLATING PLAN                       2\/6\/98\nL-4         PHASE ONE IRRIGATION                         2\/6\/98\nL-5         PHASE ONE DETAILS                            7\/28\/97\nL-6         PHASE ONE DETAILS                            11\/26\/97\nL-7         PHASE ONE DETAILS                            2\/6\/98\n\nMECHANICAL\nAC0.01      TITLE 24, DRAWING SCHEDULE, MANDATORY        3\/10\/98\n            MEASURES, AND GENERAL NOTES                  3\/10\/98\nAC0.02      EQUIPMENT SCHEDULE                           3\/10\/98\nAC1.01      FIRST FLOOR HVAC PLAN                        3\/10\/98\nAC1.02      SECOND FLOOR HVAC PLAN                       3\/10\/98\nAC1.03      THIRD FLOOR HVAC PLAN                        3\/10\/98\nAC1.04      FOURTH FLOOR HVAC PLAN                       3\/10\/98\nAC1.05      ROOF PLAN                                    3\/10\/98\nAC1.06      ROOF COORDINATION PLAN                       3\/10\/98\nAC2.01      PIPING SCHEMATICS AND DETAILS                3\/10\/98\n\n\n                                  EXHIBIT \"B-1\"\n                                       2\n\n\nAC7.01      WIRING AND CONTROLS                          3\/10\/98\n\nELECTRICAL\nCIR-E0      COVER SHEET                                  7\/23\/97\nCIR-SE1     SITE LIGHTING PLAN                           7\/23\/97\nCIR-SE2     SITE LIGHTING PLAN                           7\/23\/97\nCIR-E1      FIRST FLOOR LIGHTING PLAN                    7\/23\/97\nCIR-E2      SECOND FLOOR LIGHTING PLAN                   7\/23\/97\nCIR-E3      THIRD FLOOR LIGHTING PLAN                    7\/23\/97\nCIR-E4      FOURTH FLOOR LIGHTING PLAN                   7\/23\/97\nCIR-E5      FIRST FLOOR POWER PLAN                       7\/23\/97\nCIR-E6      SECOND FLOOR POWER PLAN                      7\/23\/97\nCIR-E7      THIRD FLOOR POWER PLAN                       7\/23\/97\nCIR-E8      FOURTH FLOOR POWER PLAN                      7\/23\/97\nCIR-E9      FIRST FLOOR MECHANICAL PLAN                  7\/23\/97\nCIR-E10     SECOND FLOOR MECHANICAL PLAN                 7\/23\/97\nCIR-E11     THIRD FLOOR MECHANICAL PLAN                  7\/23\/97\nCIR-E12     FOURTH FLOOR MECHANICAL PLAN                 7\/23\/97\nCIR-E13     ROOF MECHANICAL PLAN                         7\/23\/97\nCIR-E14     SINGLE LINE DIAGRAM                          11\/24\/97\nCIR-E15     PANEL SCHEDULES                              7\/23\/97\nCIR-E16     PANEL SCHEDULES                              7\/23\/97\nCIR-E17     TITLE 24                                     7\/23\/97\n\nPLUMBING\nP1A         1ST FLOOR BELOW GRADE                        12\/18\/97\nP1B         1ST FLOOR ABOVE GRADE                        12\/18\/97\nP2          2ND FLOOR                                    12\/18\/97\nP3          3RD FLOOR                                    12\/18\/97\nP4          4TH FLOOR                                    12\/18\/97\nP5          ROOF PLAN                                    12\/18\/97\n\nFIRE ALARM SYSTEM\nFA-1        FIRST FLOOR BUILDING ONE                     12\/5\/97\nFA-2        SECOND FLOOR BUILDING ONE                    12\/5\/97\nFA-3        THIRD FLOOR BUILDING ONE                     12\/5\/97\nFA-4        FOURTH FLOOR BUILDING ONE                    12\/5\/97\nFA-5        ROOF PLAN BUILDING ONE                       12\/5\/97\n\n\n                                  EXHIBIT \"B-1\"\n                                       3\n\n\nEXHIBIT \"B-2\"\n--------------------------------------------------------------------------------\n\n                          MINIMUM INFORMATION REQUIRED\n\nFLOOR PLANS INDICATING:\n\n      1.    Location and type of all partitions;\n\n      2.    Location and type of all doors. Indicate hardware and provide keying\n            schedule;\n\n      3.    Location and type of glass partitions, windows and doors. Indicate\n            framing if not Building Standard;\n\n      4.    Location of telephone equipment room;\n\n      5.    Indicate critical dimensions necessary for construction;\n\n      6.    Location of all Building Standard electrical items (outlets,\n            switches, telephone outlets). Building Standard lighting will be\n            subject to approval by Landlord's architect and contractor;\n\n      7.    Location and type of all non-Building Standard electrical items,\n            including lighting.\n\n      8.    Location and type of equipment that will require special electrical\n            requirements. Provide manufacturer's specifications for use and\n            operation;\n\n      9.    Location, weight per square foot, and description of any\n            exceptionally heavy equipment or filing system exceeding 50 lbs. psf\n            live load;\n\n      10.   Requirements for special air conditioning or ventilation;\n\n      11.   Type and color of floor covering;\n\n      12.   Location, type, and color of wall covering;\n\n      13.   Locations, type and color of; Building Standard and non-Building\n            Standard paint or finishes;\n\n      14.   Location and type of plumbing;\n\n      15.   Location and type of kitchen equipment.\n\n\n                                  EXHIBIT \"B-2\"\n                                       1\n\n\nDETAILS SHOWING:\n\n      1.    All millwork with verified dimensions (such dimensions to be\n            verified by Landlord's contractor in the field) and dimensions of\n            all equipment to be built in;\n\n      2.    Corridor entrance;\n\n      3.    Bracing or support of special walls, glass partitions, etc., if\n            desired.\n\n\n                                  EXHIBIT \"B-2\"\n                                       2\n\n\n                                   EXHIBIT \"C\"\n--------------------------------------------------------------------------------\n\n                              RULES AND REGULATIONS\n\n      1. Sidewalks, halls, passages, exits, entrances, elevators, escalators and\nstairways shall not be obstructed by Tenant or used by Tenant for any purpose\nother than for ingress to and egress from the Premises. The halls, passages,\nexits, entrances, elevators and stairways are not for the use of the general\npublic and Landlord shall in all cases retain the right to control and prevent\naccess thereto by all persons whose presence, in the judgment of Landlord, shall\nbe prejudicial to the safety, character, reputation and interests of the\nBuilding and its tenants, provided that nothing herein contained shall be\nconstrued to prevent such access to persons with whom Tenant normally deals in\nthe ordinary course of Tenant's business unless such persons are engaged in\nillegal activities. Tenant, and Tenant's employees or invitees, shall not go\nupon the roof of the Building, except as authorized by Landlord.\n\n      2. No sign, placard, picture, name, advertisement or notice visible from\nthe exterior of the Premises shall be inscribed, painted, affixed, installed or\notherwise displayed by Tenant either on the Premises or any part of the Building\nwithout the prior written consent of Landlord, and Landlord shall have the right\nto remove any such sign, placard, picture, name, advertisement or notice without\nnotice to and at the expense of Tenant.\n\n            If Landlord shall have given such consent to Tenant at any time,\nwhether before or after the execution of the Lease, such consent shall not in\nany way operate as a waiver or release of any of the provisions hereof or of the\nLease, and shall be deemed to relate only to the particular sign, placard,\npicture, name, advertisement or notice so consented to by Landlord and shall not\nbe construed as dispensing with the necessity of obtaining the specific written\nconsent of Landlord with respect to any other such sign, placard, picture, name,\nadvertisement or notice. All approved signs or lettering on doors and walls\nshall be printed, painted, affixed or inscribed at the expense of Tenant by a\nperson approved by Landlord.\n\n      3. The bulletin board or directory of the Building will be provided\nexclusively for the display of the name and location of tenants (including\nsubtenants) only and Landlord reserves the right to exclude any other names\ntherefrom.\n\n      4. No curtains, draperies, blinds, shutters, shades, screens or other\ncoverings, awnings, hangings or decorations shall be attached to, hung or placed\nin, or used in connection with, any window, door or patio on the Premises\nwithout the prior written consent of Landlord. In any event with the prior\nwritten consent of Landlord, all such items shall be installed inboard of\nLandlord's window coverings and shall not in any way be visible from the\nexterior of the Building. No articles shall be placed or kept on the window\nsills so as to be visible from the exterior of the Building. No articles shall\nbe placed against glass partitions or doors which might appear unsightly from\noutside the Building.\n\n      5. Landlord reserves the right to exclude from the Building between the\nhours of 6:00 p.m. and 8:00 a.m. and at all hours on Saturdays, Sundays and\nholidays all persons who do not possess a building access card provided by\nLandlord or who are not accompanied by Tenant's employees. Landlord will furnish\naccess cards to persons for whom Tenant requests the same in writing. Tenant\nshall be responsible for all persons from who it requests access cards and shall\nbe liable to Landlord for all\n\n\n                                   EXHIBIT \"C\"\n                                        1\n\n\nacts of such persons. Landlord shall in no case be liable for damages for error\nwith regard to the admission to or exclusion from the Building of any person.\n\n            During the continuance of any invasion, mob, riot, public excitement\nor other circumstance rendering such action advisable in Landlord's opinion,\nLandlord reserves the right to prevent access to the Building by closing the\ndoors, or otherwise, for the safety of tenants and protection of the Building\nand property in the Building.\n\n      6. Tenant shall not employ any person or persons other than the janitor of\nLandlord for the purpose of cleaning the Premises unless otherwise agreed to by\nLandlord in writing. Except with the written consent of Landlord, no person or\npersons other than those approved by Landlord shall be permitted to enter the\nBuilding for the purpose of cleaning the same. Tenant shall not cause any\nunnecessary labor by reason of Tenant's carelessness or indifference in the\npreservation of good order and cleanliness of the Premises. Landlord shall not\nin any way be responsible to Tenant for any loss of property on the Premises,\nhowever occurring, or for any damage done to the effects of Tenant by the\njanitor or any other employee or any other person.\n\n      7. Tenant shall not obtain for use upon the Premises ice, drinking water,\nfood, beverage, towel or other similar services except through facilities\napproved in writing by Landlord and under regulations fixed by Landlord, or\naccept barbering or bootblacking services in the Premises except from persons\nauthorized by Landlord. Tenant may have a Lunchroom\/Break room in the Premises\nthat has a refrigerator and microwave.\n\n      8. Tenant shall see that the doors of the Premises are closed and securely\nlocked and must observe strict care and caution that all water faucets or water\napparatus are entirely shut off before Tenant or its employees leave such\nPremises, and that all utilities shall likewise be carefully shut off, so as to\nprevent waste or damage. On multiple-tenancy floors, all tenants shall keep the\ndoor or doors to the Building corridors closed at all times except for ingress\nand egress.\n\n      9. As more specifically provided in the Lease, Tenant shall not waste\nelectricity, water or air conditioning and agrees to cooperate fully with\nLandlord to assure the most effective operation of the Building's heating and\nair conditioning, and shall refrain from attempting to adjust any controls other\nthan room thermostats installed for Tenant's use.\n\n      10. Tenant shall not alter any lock or access device or install a new or\nadditional lock or access device or any bolt on any door of the Premises without\nthe prior written consent of Landlord. If Landlord shall give its consent,\nTenant shall in each case furnish Landlord with a key for any such lock.\n\n      11. Tenant shall not make or have made additional copies of any keys or\naccess devices provided by Landlord. Tenant, upon the termination of the\ntenancy, shall deliver to Landlord all the keys or access devices for the\nBuilding, offices, rooms and toilet rooms which shall have been furnished to\nTenant or which Tenant shall have had made. In the event of the loss of any keys\nor access devices so furnished by Landlord, Tenant shall pay Landlord therefor.\n\n      12. The toilet rooms, toilets, urinals, wash bowls and other apparatus\nshall not be used for any purpose other than that for which they were\nconstructed and no foreign substance of any kind\n\n\n                                   EXHIBIT \"C\"\n                                       2\n\n\nwhatsoever shall be thrown therein, and the expense of any breakage, stoppage or\ndamage resulting from the violation of this rule by Tenant or Tenant's employees\nor invitees shall be borne by Tenant.\n\n      13. Tenant shall not use or keep in the Premises or the Building any\nkerosene, gasoline or inflammable or combustible fluid or material other than\nlimited quantities necessary for the operation or maintenance of office or\noffice equipment. Tenant shall not use any method of heating or air conditioning\nother than supplied by Landlord.\n\n      14. Tenant shall not use, keep or permit to be used or kept in the\nPremises any foul or noxious gas or substance or permit or suffer the Premises\nto be occupied or used in a manner offensive or objectionable to Landlord or\nother occupants of the Building by reason of noise, odors and\/or vibrations or\ninterfere in any way with other tenants or those having business therein, nor\nshall any animals or birds be brought or kept in or about the Premises or the\nBuilding.\n\n      15. No cooking shall be done or permitted by Tenant on the Premises\n(except that use by the Tenant of Underwriter's Laboratory approved equipment\nfor the preparation of coffee, tea, hot chocolate and similar beverages for\nTenant and its employees shall be permitted, provided that such equipment and\nuse are in accordance with all applicable federal, state and city laws, codes,\nordinances, rules and regulations), nor shall Premises be used for lodging. See\nParagraph 7.\n\n      16. Except with the prior written consent of Landlord, Tenant shall not\nsell, or permit the sale, at retail, of newspapers, magazines, periodicals,\ntheater tickets or any other goods or merchandise in or on the Premises, nor\nshall Tenant carry on, or permit or allow any employee or other person to carry\non, the business of stenography, typewriting or any similar business in or from\nthe Premises for the service or accommodation of occupants of any other portion\nof the Building, nor shall the Premises be used for the storage of merchandise\n(other than incidental merchandise that Tenant may have on hand from time to\ntime) or for manufacturing of any kind, or the business of a public barber shop\nor beauty parlor, nor shall the Premises be used for any improper, immoral or\nobjectionable purpose, or any business or activity other than that specifically\nprovided for in Tenant's Lease.\n\n      17. If Tenant requires telegraphic, telephonic, burglar alarm or similar\nservices, it shall first obtain and comply with Landlord's reasonable\ninstructions in their installation.\n\n      18. Landlord will direct electricians as to where and how telephone,\ntelegraph and electrical wires are to be introduced or installed. No boring or\ncutting for wires will be allowed without the prior written consent of Landlord.\nThe location of burglar alarms, telephones, call boxes and other office\nequipment affixed to the Premises shall be subject to the written approval of\nLandlord, which shall not be unreasonably withheld.\n\n      19. Tenant shall not install any radio or television antenna (not\nincluding the satellite antenna referred to in Paragraph 44 of the Lease),\nloudspeaker or any other device on the exterior walls or the roof of the\nBuilding. Tenant shall not interfere with radio or television broadcasting or\nreception from or in the Building or elsewhere.\n\n      20. Tenant shall not lay linoleum, tile, carpet or any other floor\ncovering so that the same shall be affixed to the floor of the Premises in any\nmanner except as approved in writing by Landlord.\n\n\n                                   EXHIBIT \"C\"\n                                       3\n\n\nThe expense of repairing any damage resulting from a violation of this rule by\nTenant or Tenant's contractors, employees or invitees or the removal of any\nfloor covering shall be borne by Tenant.\n\n      21. The freight elevator shall be available for use by all tenants in the\nBuilding, subject to such reasonable scheduling as Landlord in its discretion\nshall deem appropriate. No furniture, freight, equipment, materials, supplies,\npackages, merchandise or other property will be received in the Building or\ncarried up or down the elevators except between such hours and in such elevators\nas shall be designed by Landlord.\n\n            Landlord shall have the right to prescribe the weight, size, and\nposition of all safes, furniture or other heavy equipment brought into the\nBuilding. Safes or other heavy objects shall, if considered necessary by\nLandlord, stand on wood strips of such thickness as determined by Landlord to be\nnecessary to properly distribute the weight thereof. Landlord will not be\nresponsible for loss of or damage to any such safe, equipment or property from\nany cause, and all damage done to the Building by moving or maintaining any such\nsafe, equipment or other property shall be repaired at the expense of Tenant.\n\n            Business machines and mechanical equipment belonging to Tenant which\ncause noise or vibration that may be transmitted to the structure of the\nBuilding or to any space therein to such a degree as to be objectionable to\nLandlord or to any tenants in the Building shall be placed and maintained by\nTenant, at Tenant's expense, on vibration eliminators or other devices\nsufficient to eliminate noise or vibration. The persons employed to move such\nequipment in or out of the Building must be acceptable to Landlord.\n\n      22. Tenant shall not place a load upon any floor of the Premises which\nexceeds the load per square foot which such floor was designed to carry and\nwhich is allowed by law. Tenant shall not mark, use double-sided adhesive tape\non, or drive nails, screw or drill into, the partitions, woodwork or plaster or\nin any way deface the Premises or any part thereof, without repairing any\nresulting damage. Tenant may hang pictures on walls in the Premises. Any damage\nto the walls caused by molley bolts, or like hanging materials, will be repaired\nby Tenant.\n\n      23. There shall not be used in any space, or in the public areas of the\nBuilding, either by Tenant or others, any hand trucks except those equipped with\nrubber tires and side guards or such other material-handling equipment as\nLandlord may approve. No other vehicles of any kind shall be brought by Tenant\ninto or kept in or about the Premises.\n\n      24. Tenant shall store all trash and garbage within the interior of the\nPremises. No material shall be placed in the trash boxes or receptacles if such\nmaterial is of such nature that it may not be disposed of in the ordinary and\ncustomary manner of removing and disposing of trash and garbage in the\njurisdiction in which the Premises is located, without violation of any law or\nordinance governing such disposal. All trash, garbage and refuse disposal shall\nbe made only through entryways and elevators provided for such purposes and at\nsuch times as Landlord shall designate.\n\n      25. Canvassing, soliciting, distribution of handbills or any other written\nmaterial and peddling in the Building are prohibited, and Tenant shall cooperate\nto prevent the same. Tenant shall not make room-to-room solicitation of business\nfrom other tenants in the Building.\n\n\n                                   EXHIBIT \"C\"\n                                       4\n\n\n      26. Landlord shall have the right, exercisable without notice and without\nliability to Tenant, to change the name and address of the Building.\n\n      27. Landlord reserves the right to exclude or expel from the Building any\nperson who, in Landlord's judgment, is intoxicated or under the influence of\nliquor or drugs or who is in violation of any of the rules or regulations of the\nBuilding.\n\n      28. Without the prior written consent of Landlord, Tenant shall not use\nthe name of the Building in connection with or in promoting or advertising the\nbusiness of Tenant except as Tenant's address. Tenant may Use Project's name on\nits stationery and business cards.\n\n      29. Tenant shall comply with all safety, fire protection and evacuation\nprocedures and regulations established by Landlord or any governmental agency.\n\n      30. Tenant assumes any and all responsibility for protecting the Premises\nfrom theft, robbery and pilferage, which includes keeping doors locked and other\nmeans of entry to the Premises closed, unless caused by the gross negligence or\nwillful misconduct of Landlord, its agents, servants, or employees (\"Landlord\nParties\").\n\n      31. The requirements of Tenant will be attended to only upon application\nat the office of the Building by an authorized individual. Employees of Landlord\nshall not perform any work or do anything outside of their regular duties unless\nunder special instructions from Landlord, and no employees will admit any person\n(Tenant or otherwise) to any office without specific instructions from Landlord.\n\n      32. Landlord may waive any one or more of these Rules and Regulations for\nthe benefit of any particular tenant or tenants, but no such waiver by Landlord\nshall be construed as a waiver of such Rules and Regulations in favor of any\nother tenant or tenants, nor prevent Landlord from thereafter enforcing any such\nRules and Regulations against any or all tenants of the Building.\n\n      33. Landlord reserves the right to make such other and reasonable rules\nand regulations as in its judgment may from time to time be needed for safety\nand security, for care and cleanliness of the Building and for the preservation\nof good order therein. Tenant agrees to abide by all such Rules and Regulations\nhereinafter stated and any additional rules and regulations which are adopted.\nNo new Rule or Regulation shall be designed to discriminate solely against\nTenant.\n\n      34. Tenant shall be responsible for the observance of all of the foregoing\nRules and Regulations by Tenant's employees, agents, clients, customers,\ninvitees and guests.\n\n      35. Unless otherwise defined, terms used in these Rules and Regulations\nshall have the same meaning as in the Lease.\n\n\n                                   EXHIBIT \"C\"\n                                       5\n\n\n                                   EXHIBIT \"D\"\n--------------------------------------------------------------------------------\n\n                       FORM OF TENANT ESTOPPEL CERTIFICATE\n\nTO: _________________________________, or Assignee (\"Lender\"), and\/or whom else\nit may concern:\n\nTHIS IS TO CERTIFY THAT:\n\n1.    The undersigned is the lessee (\"Tenant\") under that certain lease dated\n      ________________, 19 __, (\"Lease\"), by and between\n      ___________________________________________ as lessor (\"Landlord\") and\n      ________________________________________ as Tenant, covering those certain\n      premises commonly known and designated as ________________________________\n      ___ (\"Premises\").\n\n2.    The Lease has not been modified, changed, altered, assigned, supplemented\n      or amended in any respect (except as indicated below; if none, state\n      \"none\"). To the best of Tenant's knowledge, the Lease is not in default\n      and is valid and in full force and effect on the date hereof. The Lease is\n      the only Lease or agreement between the Tenant and the Landlord affecting\n      or relating to the Premises. The Lease represents the entire agreement\n      between the Landlord and the Tenant with respect to the Premises.\n      ______________.\n\n3.    The Tenant is not entitled to, and has made no agreement(s) with the\n      Landlord or its agents or employees concerning free rent, partial rent,\n      rebate of rent payments, credit or offset or deduction in rent, or any\n      other type of rental concession, including, without limitation, lease\n      support payments or lease buy-outs (except as indicated below; if none,\n      state \"none\"). ___________________________________________________________\n      _________________________________________________________________________.\n\n4.    The Tenant has accepted and now occupies the Premises, and is and has been\n      open for business since ______________, 19 ____. The Lease term began\n      ____________________, 19 ___. The termination date of the present term of\n      the Lease, excluding unexercised renewals, is ________________________,\n      19____.\n\n5.    The Tenant has paid rent for the Premises for the period up to and\n      including ______________ __, 19 ____. The fixed minimum rent and any\n      additional rent (including the Tenant's share of tax increases and cost of\n      living increases) payable by the Tenant presently is $ ____________ per\n      month. No such rent has been paid more than two (2) months in advance of\n      its due date, except as indicated below (if none, state \"none\"). The\n      Tenant's security deposit is $ ________\n      _________________________________________________________________________.\n\n6.    To the best of Tenant's knowledge, no event has occurred and no condition\n      exists which, with the giving notice or the lapse of time or both, will\n      constitute a default under the Lease. To the\n\n\n                                   EXHIBIT \"D\"\n                                       1\n\n\n      best of Tenant's knowledge, the Tenant has no existing defenses or offsets\n      against the enforcement of this Lease by the Landlord, except\n      ______________________________.\n\n7.    The Tenant has received or will receive payment or credit for tenant\n      improvement work in the total amount of $ ______________________________\n      (or if other than cash, describe below; if none, state \"none\"). To the\n      best of Tenant's knowledge, all conditions under this Lease to be\n      performed to date by the Landlord have been satisfied. All required\n      contributions by the Landlord to the Tenant on account of the Tenant's\n      tenant improvements have been received by the Tenant, except _____________\n      _________________________________________________________________________.\n\n8.    The Lease contains, and the Tenant has, no outstanding options or rights\n      of first refusal to purchase the Premises or any part thereof or all or\n      any part of the real property of which the Premises are a part.\n\n9.    No actions, whether voluntary or otherwise, are pending against the Tenant\n      or any general partner of the Tenant under the bankruptcy laws of the\n      United States or any state thereof.\n\n10.   The Tenant has not sublet the Premises to any sublessee and has not\n      assigned any of its rights under the Lease, except as indicated below (if\n      none, state \"none\"). No one except the Tenant and its employees occupies\n      the Premises. _____________________________________ ______________.\n\n11.   The address for notices to be sent to the Tenant is as set forth in the\n      Lease.\n\n12.   Except as otherwise provided in the Lease, the Premises have not been used\n      and the Tenant does not plan to use the Premises for any activities which,\n      directly or indirectly, involve the use, generation, treatment, storage,\n      transportation or disposal of any petroleum product or any toxic or\n      hazardous chemical, material, substance, pollutant or waste.\n\n13.   (INCLUDE THIS PARAGRAPH FOR LOAN TRANSACTIONS.) The Tenant acknowledges\n      that all the interest of the Landlord in and to the Lease is being duly\n      assigned to Lender, and that pursuant to the terms thereof, all rent\n      payments under the Lease shall continue to be paid to the Landlord in\n      accordance with the terms of the Lease unless and until the Tenant is\n      notified otherwise in writing by Lender or its successors or assigns.\n\n      It is particularly noted that:\n\n      (a)   Under the provisions of this assignment, the Lease cannot be\n            terminated (either directly or by the exercise of any option which\n            could lead to termination) or modified in any of its terms, or\n            consent be given to the release of any party having liability\n            thereon, without the prior written consent of Lender or it\n            successors or assigns, and without such consent, no rent may be\n            collected or accepted more than two (2) months in advance.\n\n      (b)   The interest of the Landlord in the Lease has been assigned to\n            Lender for the purposes specified in the assignment. Lender, or its\n            successors or assigns, assumes no duty, liability or obligation\n            whatsoever under the Lease or any extension or renewal thereof.\n\n\n                                   EXHIBIT \"D\"\n                                       2\n\n\n      (c)   Any notices sent to Lender or its affiliates should be sent by\n            registered mail and addressed as follows: _________________________.\n\n14.   Tenant agrees to give any Mortgagee and\/or Trust Deed Holders\n      (\"Mortgagee\"), by registered mail, a copy of any notice of default served\n      upon the Landlord, provided that prior to such notice Tenant has been\n      notified in writing (by way of Notice of Assignment of Rents and Leases,\n      or otherwise), of the address of such Mortgagee. Tenant further agrees\n      that if Landlord shall have failed to cure such default within the time\n      provided for in this Lease, then the Mortgagee shall have an additional\n      sixty (60) days within which to cure such default of it such default\n      cannot be cured within that time, then such additional time as may be\n      necessary to cure such default shall be granted if within such sixty (60)\n      days Mortgagee has commenced and is diligently pursuing the remedies\n      necessary to cure such default (including, but not limited to,\n      commencement of foreclosure proceedings, if necessary to effect such\n      cure), in which event the Lease shall not be terminated while such\n      remedies are being so diligently pursued.\n\n15.   This certification is made to induce Lender to make certain fundings,\n      knowing that Lender relies upon the truth of this certification in\n      disbursing said funds.\n\n16.   The undersigned is authorized to execute this Tenant Estoppel Certificate\n      on behalf of the Tenant.\n\nDATED THIS ____________________ DAY OF __________________, 19________.\n\n                                        ________________________________________\n                                        (Tenant)\n\n\n                                        By: ____________________________________\n                                            Its:________________________________\n                                            Date:\n\n\n                                   EXHIBIT \"D\"\n                                       3\n\n\nThe undersigned hereby certifies that the certifications set forth above are\ntrue as of the date hereof.\n\n                                        ________________________________________\n                                        (Owner\/Landlord)\n\n\n                                        By: ____________________________________\n                                            Its:________________________________\n                                            Date:\n\n\n                                   EXHIBIT \"D\"\n                                       4\n\n\n                                   EXHIBIT \"E\"\n--------------------------------------------------------------------------------\n                                  ENCUMBRANCES\n\n1. Ground Lease:  That certain Lease between Mozad, L.P., as Lessor and\n                  Circle Star Center Associates, L.P., as Lessee, dated\n                  October 15, 1997.\n\n2. C,C&R's:       \"Declaration of Covenants, Conditions and Restrictions\"\n                  dated June 24, 1997 by and between Mozad, L.P. and\n                  Homestead Village Incorporated.\n\n3. Other:         \"Approved Conditional Use Permit - Office Complex, 1717\n                  Industrial Road, San Carlos, CA 94070\" effective date\n                  June 12, 1997.\n\n\n                                   EXHIBIT \"E\"\n                                       1\n\n\n                            FORM OF LETTER OF CREDIT\n\nDATE: ____________________\n\nIRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: _________________\n\n             BENEFICIARY                                   APPLICANT\n\n_____________________________________        ___________________________________\n_____________________________________        ___________________________________\n_____________________________________        ___________________________________\n_____________________________________        ___________________________________\nATTN:________________________________        ___________________________________\n\n                                             AMOUNT: $__________________________\n\n                                             EXPIRATION:________________________\n\n      We hereby establish in your favor our irrevocable standby letter of credit\nno. ___________ which is available with [bank] by payment against presentation\nof the original of this letter of credit and your draft at sight drawn on\n[bank].\n\n      This letter of credit shall be deemed automatically extended without\namendment for periods of one (1) year unless at least 30 (thirty) days prior to\nthe then current expiration date, we notify you by registered mail or overnight\ncourier service at the above address, that we elect not to renew this letter of\ncredit.\n\n      This letter of credit is transferable. Transfer of this letter of credit\nis subject to our receipt of our standard form of beneficiary's instructions\nregarding the transfer accompanied by the original letter of credit and\namendment(s) if any. Costs or expenses of such transfer shall be for the account\nof the beneficiary.\n\n      We hereby agree with the beneficiary that the draft drawn under and in\ncompliance with the terms of this letter of credit will be duly honored upon\npresentation, as specified herein.\n\n      This letter of credit is subject to the uniform customs and practice for\ndocumentary letter of credit (1993 revision) international chamber of commerce\npublication no. 500 and engaged us pursuant to the terms therein.\n\n\n                                   EXHIBIT \"F\"\n\n\n                                   Exhibit \"G\"\n\nDescription of Second Building: The Second Building is the same size and a\nmirror image of the Building and will be located as set forth on Schedule 1\nattached hereto and incorporated herein by reference.\n\n\n                                   EXHIBIT \"G\"\n\n\n                                  [MAP OMITTED]\n\n                                  SCHEDULE 1 TO\n                                   EXHIBIT \"G\"\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051,8419],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9583,9579],"class_list":["post-41975","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_companies-oracle-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41975","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41975"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41975"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41975"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41975"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}