IMPRESSE CORP, S-1/A, 2000-02-17

IMPRESSE CORP
S-1/A, 2000-02-17
BUSINESS SERVICES, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 2000

REGISTRATION NO. 333-95923

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------------

IMPRESSE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 7389 94-3288153
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification Number)
Incorporation or Organization)
</TABLE>

1309 SOUTH MARY AVENUE
SUNNYVALE, CA 94087
(408) 530-2000

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

NIMISH MEHTA
CHIEF EXECUTIVE OFFICER
1309 SOUTH MARY AVENUE
SUNNYVALE, CA 94087
(408) 530-2000

(Name, Address Including Zip Code, and Telephone Number Including Area Code, of
Agent for Service)
------------------------------

COPIES TO:

<TABLE>
<S> <C>
JOSHUA L. GREEN BRUCE DALLAS
JON E. GAVENMAN DAVIS POLK & WARDWELL
VENTURE LAW GROUP 1600 El Camino Real
A Professional Corporation Menlo Park, CA 94025
2800 Sand Hill Road (650) 752-2000
Menlo Park, CA 94025
(650) 854-4488
</TABLE>

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ______

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM AGGREGATE
OF SECURITIES TO BE REGISTERED OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE
<S> <C> <C>
Common Stock, par value $0.001........................ $65,000,000 $17,160
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(o) under the Securities Act.
--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Impresse Corporation in
connection with the sale of common stock being registered. All amounts are
estimates except the SEC registration fee and the NASD filing fee and the Nasdaq
National Market listing fee.

<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
----------
<S> <C>
SEC registration fee........................................ $ 17,160
NASD filing fee............................................. 7,000
Nasdaq National Market listing fee.......................... 1,000
Printing and engraving expenses............................. 300,000
Legal fees and expenses..................................... 400,000
Accounting fees and expenses................................ 250,000
Blue Sky qualification fees and expenses.................... 5,000
Transfer Agent and Registrar fees........................... 15,000
Miscellaneous fees and expenses............................. 14,840
----------
Total................................................... $1,010,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "Delaware Law")
authorizes a court to award, or a corporation's Board of Directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article Four of Impresse's Certificate of
Incorporation (Exhibit 3.2 hereto) and Article V of Impresse's Bylaws
(Exhibit 3.4 hereto) provide for indemnification of Impresse's directors,
officers, employees and other agents to the maximum extent permitted by Delaware
Law. In addition, prior to the closing of the offering, Impresse will enter into
Indemnification Agreements (Exhibit 10.3 hereto) with its officers and
directors. The Underwriting Agreement (Exhibit 1.1 hereto) also provides for
cross-indemnification among Impresse, and the underwriters with respect to
certain matters, including matters arising under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since inception in October 1997, Impresse has issued and sold the following
unregistered securities:

1. Since inception Impresse has issued 6,835,700 options net of repurchases
and cancellations to purchase common stock of Impresse with a weighted average
exercise price of $.44 per share to a number of employees and directors of and
consultants to Impresse.

2. In October and December 1997, Impresse issued and sold 3,760,000 shares
of its common stock, net of repurchases, to its founders and employees.

3. In December 1997, April 1998 and August 1998, Impresse issued and sold
8,530,000 shares of its Series A preferred stock to investors for a total cash
consideration of $4,265,480. In December 1998, February 1999 and May 1999,
Impresse issued and sold 3,507,928 shares of its Series B preferred stock to
investors for a total cash consideration of $11,049,973. In November 1999 and
January 2000, Impresse issued and sold 4,399,100 shares of its Series C
preferred stock for a total cash consideration of $54,504,849.

II-1
<PAGE>
4. In June 1998, Impresse issued a warrant to purchase 50,000 shares of its
Series A preferred stock with an exercise price of $.50 per share to Lighthouse
Capital Partners in connection with the attainment of an equipment lease line.
In June 1999, Impresse issued warrants to purchase 171,428 shares of its
Series B preferred stock with an exercise price of $3.15 per share to entities
affiliated with Meier Mitchell in connection with the attainment of a credit
facility. In November 1999, Impresse issued a warrant to purchase 240,000 shares
of common stock at an exercise price of $.50 per share to Adobe Ventures III in
connection with a co-branding agreement with Adobe Systems Incorporated in
November 1999. In December 1999, Impresse, in connection with the execution of a
lease, issued a warrant to De Anza Properties to purchase 22,000 shares of
Impresse's Series C preferred stock at a price of $12.39 per share.

The issuances of the above securities were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as transactions by an issuer not involving any public offering.
In addition, certain issuances described in Item 2 were deemed exempt from
registration under the Securities Act in reliance upon Rule 701 promulgated
under the Securities Act. The recipients of securities in each such transaction
represented their intentions to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the share certificates and warrants issued
in such transactions. All recipients had adequate access, through their
relationships with Impresse, to information about Impresse.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
1.1** Form of Underwriting Agreement (subject to negotiation).
3.1** Certificate of Incorporation of Impresse.
3.2* First Amended and Restated Certificate of Incorporation of
Impresse (proposed).
3.3** Bylaws of Impresse.
3.4* Amended and Restated Bylaws of Impresse (proposed).
4.1** Specimen Stock Certificate.
5.1* Opinion of Venture Law Group regarding the legality of the
common stock being registered.
10.1+ Alliance Agreement dated November 15, 1999 between Impresse
and Adobe Systems Incorporated.
10.2+ Strategic Supply, Services and Promotion Agreement dated
August 29, 1999 between Impresse and Hewlett-Packard
Company.
10.3* Form of Indemnification Agreement between Impresse and each
of its Officers and Directors.
10.4* 1997 Stock Option Plan (as amended).
10.5* 2000 Employee Stock Purchase Plan.
10.6* 2000 Directors' Stock Option Plan.
10.7 Standard Office Lease dated May 15, 1998 and amendments.
10.8* Offer Letter dated June 24, 1999 with Sanjai Bijawat.
10.9* Offer Letter dated January 29, 1999 with Scott Yetter.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2* Consent of Counsel (see Exhibit 5.1).
24.1* Power of Attorney (see page II-4).
27.1* Financial Data Schedule (EDGAR-filed version only).
</TABLE>

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* Previously filed.

** To be supplied by amendment.

+ Confidential treatment requested as to certain portions of this Exhibit.

II-2
<PAGE>
(b) Financial Statement Schedules

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 1 to Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Sunnyvale, State of California on February 17, 2000.

IMPRESSE CORPORATION

By: /s/ SANJAI BIJAWAT
--------------------------------------

Sanjai Bijawat
CHIEF FINANCIAL OFFICER

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints, jointly and severally, Nimish Mehta and
Sanjai Bijawat, and each of them, as his attorney-in-fact, with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement (including post-effective amendments), and any
and all Registration Statements filed pursuant to Rule 462 under the Securities
Act, as amended, in connection with or related to the offering contemplated by
this Registration Statement and its amendments, if any, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorney to any and all amendments
to said Registration Statement.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
*/s/ NIMISH MEHTA
---------------------------- President, Chief Executive Officer and February 17, 2000
Nimish Mehta Director (Principal Executive Officer)

/s/ SANJAI BIJAWAT
---------------------------- Chief Financial Officer (Principal February 17, 2000
Sanjai Bijawat Financial and Accounting Officer)

*/s/ SIVA KUMAR
---------------------------- Vice President, Marketing and Chairman February 17, 2000
Siva Kumar of the Board

*/s/ ERIC ARCHAMBEAU
---------------------------- Director February 17, 2000
Eric Archambeau

*/s/ BRUCE DUNLEVIE
---------------------------- Director February 17, 2000
Bruce Dunlevie

*/s/ STEVEN J. GILBERT
---------------------------- Director February 17, 2000
Steven J. Gilbert

*/s/ PAUL LEVY
---------------------------- Director February 17, 2000
Paul Levy

*/s/ RUSSELL SIEGELMAN
---------------------------- Director February 17, 2000
Russell Siegelman

*/s/ HATIM TYABJI
---------------------------- Director February 17, 2000
Hatim Tyabji
</TABLE>

<TABLE>
<S> <C> <C> <C>
*By: /s/ SANJAI BIJAWAT
-----------------------
Sanjai Bijawat
ATTORNEY-IN-FACT
</TABLE>

II-4
<PAGE>
EXHIBIT INDEX

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* Previously filed.

** To be supplied by amendment.

+ Confidential treatment requested as to certain portions of this Exhibit.

<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]
Exhibit 10.1

ALLIANCE AGREEMENT

This Alliance Agreement (this "Agreement") is made effective as of
November 15, 1999 (the "Effective Date") by and between Adobe Systems
Incorporated, a Delaware corporation, with a business address of 345 Park
Avenue, San Jose, CA 95110 ("Adobe") and Impresse Corporation, a California
corporation, with a business address of 1309 South Mary Avenue, Sunnyvale, CA
94087 ("Impresse").

RECITALS

1. Adobe operates a web site located at www.adobe.com (the "Adobe
Site"), which is designed to appeal to creative professionals and other users
that may have an interest in the services provided by Impresse.

2. Impresse operates a web site located at www.impresse.com (the
"Impresse Site"), at which users can register for an online print procurement
service (the "Printing Service"). The Printing Service is more fully
described on the Impresse Site.

3. Adobe and Impresse are interested in a business relationship in
which visitors to the Adobe Site are given the opportunity to learn about,
register for, and regularly use the Printing Service and Adobe and Impresse
share in the revenue generating from registrants to the Printing Service.

AGREEMENT

Now therefore, in consideration of the mutual promises and
consideration set forth herein, the parties agree as follows:

1.0 DEFINITIONS. The following terms as they are used in this Agreement
shall have the meanings set forth below:

1.1 "ADOBE SOURCED CUSTOMER" means a user who originates at the
Adobe site and becomes a customer of the Printing Service, either by a)
following a Link from the Adobe Site to the Information Page and indicating a
desire to be contacted by or receive information from Impresse and
subsequently registering for the Printing Service, or (b) following a Link
from the Adobe Site to the Co-Branded Area and registering for the Printing
Service at the Co-Branded Area.

1.2 "CO-BRANDED AREA" means a set of online sales, marketing and
help pages linked directly to the Adobe Site on which trademarks and other
branding of each of Adobe and Impresse exist and where users may register for
and use the Printing Service.

1.3 "INFORMATION PAGE" means an internet location which is linked to
the Adobe Site and which provides information about the Printing Service.

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

-1-
<PAGE>

1.4 "INTELLECTUAL PROPERTY RIGHTS" means any patents, copyrights,
trademarks, moral rights, rights of publicity or other intellectual property
or proprietary rights of any kind (and any application or registration
respecting the foregoing), now known or hereafter existing.

1.5 "LAUNCH DATE" means the date on which the Co-Branded Area
becomes operational and available to end users.

1.6 "LINK" means a URL hidden behind a formatting option that may
take the form of some or all of the following: a colored item of text (such
as a URL description), logo or other trademark, or image, which allows a user
to automatically move to or between pages or sites on the Web.

1.7 "NET REVENUE" means transaction or service fees collected by
Impresse from Adobe Sourced Customers, less sales, use or any other taxes and
duties.

1.8 "REFERRAL FEES" mean the fees paid to Adobe by Impresse based on
Net Revenues.

1.9 "TERM" means the initial term of this Agreement as set forth in
Section 13 and any renewals or extensions thereof.

2.0 ESTABLISHMENT OF INFORMATION PAGE AND CO-BRANDED AREA.

2.1 INFORMATION PAGE. Promptly following the Effective Date, the
parties will establish and make operational the Information Page, the look
and feel and contents of which will be mutually agreed upon. Visitors to the
Information Page can request to be contacted by Impresse, The Information
Page will become inoperative upon the Launch Date.

2.2 CO-BRANDED AREA. By January 31, 2000, the parties will establish
and make operational the Co-Branded Area, the look and feel and contents of
which will be mutually agreed upon. The Co-Branded area will contain
information about the Printing Service and will provide a mechanism for users
to register directly for the Printing Service. Adobe Sourced Customers will
pass through the Co-Branded Area each time they use the Printing Service.

3.0 OBLIGATIONS OF ADOBE.

3.1 LINKS TO CO-BRANDED AREA. For the duration of the Term, Adobe
shall place one or more Links from the Adobe Site to the Co-Branded Area.

3.2 PROMOTION OF IMPRESSE SITE. Adobe will promote Impresse and the
Printing Service to users of its products, visitors to the Adobe Site and to
the Adobe Solutions Network of printers and service bureaus in the following
ways:

3.2.1 Adobe will promote the Printing Service to Adobe
applications users via Adobe Online (a palette that
links the desktop directly to Adobe.com).

2
<PAGE>

3.2.2 Adobe will make reasonable efforts to include
Impresse in co-marketing programs and activities
including, for example, newsletters, seminars, road
shows, and promotions.

3.2.3 Adobe will provide to Impresse partner booth space at
least one trade show per year.

3.3 LIAISON. Adobe shall designate an individual as the primary
contact with respect to this Agreement. The initial Adobe liaison shall be
Gloria T. Chen. Adobe may change the Adobe liaison from time to time.

3.4 EXCLUSIVITY. During the initial one-year-term of this Agreement,
Adobe will not promote on the Adobe Site, or provide links from the Adobe
Site to, any online print procurement service provider identified in Exhibit
E (each, an "Impresse Named Competitor").

3.5 IMPRESSE CUSTOMER. Within a commercially reasonable time, Adobe
will become a customer of the Printing Service or Impresse.com by entering
into a separate Customer Agreement; substantially in the form attached hereto
as Exhibit F. Adobe will not enter into any agreement to become a customer of
an Impresse Named Competitor in a manner similar to that contemplated herein
for a period of 6 months from the Effective Date.

4.0 OBLIGATIONS OF IMPRESSE

4.1 PROMOTION OF ADOBE. Impresse will educate its customers on the
benefits of Adobe products, technologies, and workflows through the posting
on the Impresse Site and in the Co-Branded Area of content provided by Adobe.

4.2 EXCLUSIVITY. Impresse will link to the Adobe Site and Adobe.com
content as its exclusive graphics and publishing partner Web site. Impresse
will not link to or promote in any way a web site that is owned or operated
by the entities identified in Exhibit E (the "Adobe Named Competitors").

4.3 LIAISON. Impresse shall designate an individual as the primary
contact with respect to this Agreement. The initial Impresse liaison shall be
Brett E. Battles. Impresse may change the Impresse liaison from time to time.

4.4 OPERATION OF INFORMATION PAGE AND IMPRESSE SITE. Subject to
Section 2.0 and with respect to the Information Page, Impresse Site and the
Printing Service, Impresse agrees that it shall be solely responsible for:
(a) customer service and support; (b) hosting and maintenance; (c) quality
and delivery of all services operated by Impresse as part of the Printing
Service to Adobe Sourced Customers, Impresse acknowledges that all of the
foregoing shall be at the sole expense of Impresse. In addition, Impresse
agrees that it will not intentionally conduct any illegal activities at the
Impresse Site.

3
<PAGE>

5.0 LICENSE GRANTS

5.1 BY ADOBE.

5.1.1 LINK. Adobe hereby grants to Impresse a limited,
royalty-free, non-exclusive, non-sublicensable and non-transferable license
to establish a Link(s) from the Impresse Site to the Adobe Site during the
term of this Agreement solely for the purposes of this Agreement.

5.1.2 ADOBE MARKS. Adobe hereby grants to Impresse a
limited, royalty-free, non-exclusive, non-sublicensable and non-transferable
license to use in connection with the activities contemplated by this
Agreement the trademarks identified in Exhibit A (the "Adobe Marks") in
accordance with any trademark usage guidelines provided to Impresse by Adobe
from time to time. Prior to Impresse using any Adobe Marks, Impresse shall
provide Adobe the opportunity to review and approve the use of the Adobe
Marks. If Impresse has not received any notice of Adobe's approval or
disapproval within three business days after Adobe's receipt of the proposed
usage of the Adobe Marks, Adobe shall be deemed to have approved such usage.
Any substantive changes in previously approved materials must be resubmitted
to Adobe for approval.

5.1.3 PROPRIETARY RIGHTS. Impresse acknowledges Adobe's
ownership of the Adobe Marks, and that all use by Impresse of the Adobe Marks
shall inure to the benefit of Adobe. Impresse shall at any time execute any
documents reasonably required by Adobe in connection with Adobe's ownership
rights. All of Adobe's rights in the Adobe Marks other than those
specifically licensed herein are reserved by Adobe for its own use and benefit.

5.2 BY IMPRESSE.

5.2.1 LINK. Impresse hereby grants to Adobe a limited,
royalty-free, non-exclusive, non-sublicensable and non-transferable license
to establish a Link(s) from the Adobe Site to the Co-Branded Area and the
Impresse Site during the term of this Agreement solely for the purposes of
this Agreement.

5.2.2 IMPRESSE MARKS. Impresse hereby grants to Adobe a
limited, royalty-free, non-exclusive, non-sublicensable and non-transferable
license to use the trademarks identified in Exhibit B (the "Impresse Marks")
") in accordance with any trademark usage guidelines provided to Adobe by
Impresse from time to time. Prior to Adobe using any Impresse Marks, Adobe
shall provide Impresse the opportunity to review and approve the use of the
Impresse Marks. If Adobe has not received any notice of Impresse's approval
or disapproval within three business days after Impresse's receipt of the
proposed usage of the Impresse Marks, Impresse shall be deemed to have
approved such usage. Any substantive changes in previously approved materials
must be resubmitted to Impresse for approval.

5.2.3 PROPRIETARY RIGHTS. Adobe acknowledges Impresse's
ownership of the Impresse Marks, and that all use by Adobe of the Impresse
Marks shall inure to the benefit of Impresse. Adobe shall at any time execute
any documents reasonably required by Impresse in connection with Impresse's
ownership rights. All of Impresse's rights in the Impresse Marks other than
those specifically licensed herein are reserved by Impresse for its own use
and benefit.

4
<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]

6.0 PAYMENTS AND REPORTING

6.1 REFERRAL FEES.

6.1.1 PRIOR TO LAUNCH DATE. During the period from the
Effective Date to the Launch Date, Impresse will pay Adobe [*] for each
Adobe Sourced Customer. These payments will be made on a monthly basis and
within thirty days of the end of the month in which the Adobe Sourced
Customer registered for the Printing Service.

6.1.2 SUBSEQUENT TO LAUNCH DATE. Following the Launch Date,
Impresse will pay to Adobe on a quarterly basis Referral Fees according to
the schedule outlined in Table A below. The Referral Fees with respect to
each year that an Adobe Sourced Customer remains a customer of the Printing
Service will be calculated by multiplying the "Applicable Percentage" by the
Net Revenue received by Impresse from Adobe Sourced Customers for such year.
The Applicable Percentage for a particular year shall be as set forth in
Table A below. Year 1 of customer activity begins when the customer account
is opened in the Co-Branded Area. These payments will be made within thirty
days of the end of each quarter, Impresse will only be required to make such
payments to the extent that they exceed the guaranteed minimum payments set
forth in Table B of Section 6.1.3.

TABLE A

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
% OF NET REVENUE
FROM ADOBE SOURCED
YEAR OF CUSTOMER ACTIVITY CUSTOMERS
- ------------------------------------------------------------------------------
<S> <C>
1 [*]
- ------------------------------------------------------------------------------
2 [*]
- ------------------------------------------------------------------------------
3 [*]
- ------------------------------------------------------------------------------
4 and beyond [*]
- ------------------------------------------------------------------------------
</TABLE>

6.1.3 GUARANTEED MINIMUM. During the twelve month period
following the Effective Date, Impresse will pay Adobe the nonrefundable,
guaranteed minimum customer Referral Fees set forth in Table B. The first
[*] per year of payments made by Impresse to Adobe Magazine will be
credited toward the guaranteed minimum Referral Fees.

TABLE B
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------
QUARTER OF ALLIANCE GUARANTEED MINIMUM
AGREEMENT PAYMENT
- ------------------------------------------------------------------------------
<S> <C>
1 [*]
- ------------------------------------------------------------------------------
2 [*]
- ------------------------------------------------------------------------------
3 [*]
- ------------------------------------------------------------------------------
4 [*]
- ------------------------------------------------------------------------------
</TABLE>

6.2 REPORTING. Impresse will provide Adobe with a monthly report on
Adobe Sourced Customers, including accounts opened and closed, active
customer accounts, and

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

5
<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]

transaction amounts. Impresse will provide the names of all Adobe Sourced
Customers as well as physical and email addresses and all other information
collected from such customers.

6.3 AUDITS. During the term of this Agreement and for one (1) year
thereafter, Impresse will keep and maintain the information and records
related to each Adobe Sourced Customer, including the information necessary
for the calculation of applicable Referral Fees. Upon Adobe's request, and
with at least five (5) business days notice, Impresse will provide access to
such information and records for examination and audit by an independent
Certified Public Accountant designated by Adobe. Notwithstanding the
foregoing, Adobe shall not be entitled to examine and audit the specified
information more than one (1) time per quarter. Adobe will pay all costs of
such examination and audit unless such audit discovers a discrepancy of ten
percent (10%) or more between the amount of Referral Fees paid to Adobe for
the quarter in question and the amount of Referral Fees due to Adobe by
Impresse hereunder during such calendar quarter, in which case the reasonable
costs of the audit shall be borne by Impresse. In addition, Impresse Shall
promptly remit such discrepancy to Adobe for the applicable quarter.

7.0 CUSTOMER DATA.

7.1 INFORMED CONSENT. The parties will provide that Adobe Sourced
Customers are made aware that any personal information they disclose when
registering for or using the Printing Service will be made available to each
of Adobe and Impresse. Both parties will protect customer data pursuant to a
privacy policy to be mutually agreed upon and in accordance with U.S. and
international privacy laws and regulations.

8.0 CONFIDENTIALITY.

8.1 CONFIDENTIALITY AGREEMENT. Any and all information,
correspondence, financial statements and records and other documents
transmitted or communicated by either party to the other party in conjunction
with this Agreement shall be governed by the Master Agreement for Mutual
Non-Disclosure of Information, dated November 10, 1999 by and between Adobe
and Impresse (the "NDA") and attached as Exhibit D hereto. The terms of this
Agreement shall be considered "Confidential Information" pursuant to the NDA.

9.0 FUTURE COLLABORATION. Adobe and Impresse will use reasonable
commercial efforts to collaborate on the investigation of additional
integration opportunities for Adobe applications into both the pre press
workflow and the collaborative document authoring workflow. These services may
include, but are not limited to:

[*]

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

6
<PAGE>

Failure by the parties to agree on additional collaborative efforts shall not
be deemed a breach of this Agreement.

10.0 WARRANTIES

10.1 BY IMPRESSE. Impresse warrants that:

10.1.1 it is a corporation duly organized and validly
existing under the laws of the state identified in the first introductory
paragraph of this Agreement;

10.1.2 the execution, delivery and performance by Impresse
of this Agreement are within the corporate powers of Impresse and have been
duly authorized by all necessary corporate action on the part of Impresse;

10.1.3 the Printing Service will perform in accordance with
the description and specifications for the Printing Service set forth on the
Impresse Site;

10.1.4 it has or will have entered into binding, written
agreements with all third party providers of any software, technology,
content or other materials used in the Printing Service that provide Impresse
all necessary rights, licenses or authorizations to provide the Printing
Service to end users;

10.1.5 the operation of the Printing Service does not
infringe upon any third party Intellectual Property Rights.

10.1.6 The Printing Service will be Year 2000 compliant to
the ANSI, FIPS, ISO, etc. nationally accepted standards and will correctly
store, process and present calendar dates beyond December 31,1999 in the same
manner and with the same functionality as on or before December 31, 1999.

10.2 BY ADOBE. Adobe warrants that:

10.2.1 it is a corporation duly organized and validly
existing under the laws of the state identified in the first introductory
paragraph of this Agreement;

10.2.2 the execution, delivery and performance by Adobe of
this Agreement are within the corporate powers of Adobe and have been duly
authorized by all necessary corporate action on the part of Adobe.

11.0 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABLITY

11.1 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN,
NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF

7
<PAGE>

MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR
ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE
OF PERFORMANCE.

11.2 LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH HEREIN,
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF
DATA, PROFITS, USE OF THE ADOBE OR IMPRESSE SITES OR ANY ADOBE OR IMPRESSE
PRODUCTS OR SERVICES, OR FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH
ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

12.0 INDEMNIFICATION

12.1 INDEMNITY BY ADOBE. Adobe will defend, indemnify and hold
Impresse, its affiliates and their respective officers, directors, and
employees, harmless from and against any and all liabilities, losses,
damages, costs and expenses (including legal fees) associated with any third
party claim brought against Impresse in connection with or related to any
allegation that the Adobe Site or materials provided by Adobe for use in the
Co-Branded Area infringes any Intellectual Property Rights of any third party
or defames or invades any right of publicity or privacy of any third party.

12.2 INDEMNITY BY IMPRESSE. Impresse will defend, indemnify and hold
Adobe, its affiliates and their respective officers, directors, and
employees, harmless from and against any and all liabilities, losses,
damages, costs and expenses (including legal fees) associated with any third
party claim brought against Adobe in connection with or related to any
allegation that the Impresse Site, the products and services offered on the
Impresse Site, including without limitation, the Printing Service, or
materials provided by Impresse for use in the Co-Branded Area, infringe any
Intellectual Property Rights of any third party or defames or invades any
right of publicity or privacy of any third party.

12.3 CONDITIONS TO INDEMNITY. The obligations of either party to
provide indemnification under this Agreement shall be contingent upon the
party seeking indemnification (i) providing the indemnifying party with
prompt written notice of any claim for which indemnification is sought, (ii)
cooperating fully with the indemnifying party (at the indemnifying party's
expense), and (iii) allowing the indemnifying party to control the defense
and settlement of such claim.

13.0 TERM AND TERMINATION

13.1 TERM. The initial term of this Agreement shall be for a period
of one year, commencing on the Effective Date. The parties may renew or
extend this Agreement for any mutually agreeable term.

13.2 TERMINATION BY EITHER PARTY. This Agreement may be terminated
by either party prior to the completion of the Term for the following reasons:

- after the first 12 months of the Agreement, for any or no
cause upon 30 days' written notice to the other party;

8
<PAGE>

- immediately upon written notice if the other party makes a
general assignment for the benefit of its creditors, files a voluntary
petition in bankruptcy or for reorganization under the bankruptcy laws or if
a petition is filed against it, or if a receiver or trustee is appointed for
such other party;

- upon written notice if the other party is in material
breach of a material term or condition of this Agreement and fails to remedy
such breach within thirty (30) business days of written notice.

13.3 TERMINATION BY ADOBE. Adobe may terminate this Agreement if, in
Adobe's good faith judgement, the Printing Service is not consistently
operated in a reliable, professional manner that reflects favorably upon
Adobe.

13.4 EFFECT OF TERMINATION. Upon termination of this Agreement for
any reason, each party shall immediately (i) cease all use of the Marks of
the other party, and (ii) remove Links to the other party's site from its
site..

13.5 SURVIVAL. The following sections shall survive termination or
expiration of this Agreement: 1.0, 6.1 (only with respect to payment
obligations for fees accrued up to the Termination Date), 6.3, 7.0, 8.0,
10.0, 11.0, 12.0, 13.3, 13.4, and 14.

14. GENERAL

14.1 ENTIRE AGREEMENT. This Agreement, together with all Exhibits
hereto, sets forth the entire agreement between the parties in connection
with the subject matter hereof and it incorporates, replaces, and supersedes
all prior agreements, promises, proposals, representations, understandings
and negotiations, written or oral, between the parties in connection
therewith.

14.2 NOTICES. All notices under this Agreement shall be given in
writing via overnight courier or first class mail, postage prepaid, return
receipt requested, to the addresses set forth above or such other address as
either party may substitute by notice hereunder and all such notices given in
accordance hereunder shall be deemed given as of the date of mailing. Notices
to Impresse shall be sent to the attention of Brett E. Battles or such other
person as Impresse may from time to time designate Notices to Adobe shall be
sent to the attention of Gloria T. Chen or such other person as Adobe may
from time to time designate with a copy to the Adobe Systems Incorporated
Legal Department, each at the address set forth above.

14.3 CHOICE OF LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without
regard to its conflict of laws roles.

14.4 MODIFICATION; WAIVER. No modification, amendment, supplement to
or waiver of any provision of this Agreement shall be binding upon the
parties hereto unless made in writing and duly signed by both parties. A
failure of either party to exercise any right provided for herein shall not
be deemed to be a waiver of any right hereunder. Any waiver must be in
writing and signed by the party against whom it is to be enforced.

14.5 ASSIGNMENT. Neither party shall have the right to assign or
sublicense the rights or obligations set forth in this Agreement without the
other party's written consent. Any

9
<PAGE>

attempted assignment of the rights or obligations set forth in this Agreement
without the other party's written consent shall be void.

14.6 SEVERABILITY. In the event that any provision of this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, the remaining provisions shall remain in full force and effect and
the affected provision shall be modified in a manner which comes closest to
the intention of the parties at the time the original provision was agreed
upon.

14.7 PRESS RELEASES. After the Effective Date, the parties will
issue one or more joint press releases to announce the relationship described
in this Agreement. A party that plans to issue a press release that mentions
the other party shall provide an advance copy of the press release to the
other party and obtain the approval of such party, not to be unreasonably
withheld.

14.8 FORCE MAJEURE. Neither party shall be liable to the other party
for any delay or default hereunder to the extent due to any cause beyond its
reasonable control if such party notifies the other of the cause and the
expected duration of such delay or default. All such obligations shall return
to full force and effect upon the termination of such cause. A "cause beyond
the reasonable control" of a party includes any act of God, act of any
government authority, industrial dispute, fire, explosion, accident, power
failure, flood, riot or war (declared or undeclared).

14.9 RELATIONSHIP BETWEEN THE PARTIES. There is no joint venture,
partnership, agency or fiduciary relationship existing between the parties
and the parties do not intend to create any such relationship by this
Agreement. Neither party shall have the authority to bind the other party.

14.10 ATTORNEY'S FEES. In any legal proceeding between the parties,
the prevailing party shall be entitled to recover attorney's fees and
expenses.

14.11 COUNTERPARTS. This Agreement may be signed in counterparts.

10
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Agreement as of the Effective Date.

IMPRESSE CORPORATION ADOBE SYSTEMS INCORPORATED

By: /s/ Brett E. Battles By: /s/ Jim Stephens
----------------------------------- -----------------------------

Name: BRETT BATTLES Name: JIM STEPHENS
--------------------------------- ---------------------------

Title: VP, MARKET & BUS. DEV. Title: SVP E-BUSINESS
-------------------------------- --------------------------

11
<PAGE>

EXHIBIT A

ADOBE MARKS

ADOBE
THE ADOBE LOGO

12
<PAGE>

EXHIBIT B

IMPRESSE MARKS

[LOGO]

13
<PAGE>

EXHIBIT C

PRIVACY STATEMENT

TO BE MUTUALLY AGREED UPON

<PAGE>

EXHIBIT D

MASTER AGREEMENT FOR MUTUAL NON-DISCLOSURE OF INFORMATION

<PAGE>

ADOBE SYSTEMS INCORPORATED

MASTER AGREEMENT
FOR
MUTUAL DISCLOSURE OF INFORMATION

Effective Date: NOV / 10 / 1999
(Month Day Year)

This Agreement governs the disclosure of information by and between
IMPRESSE CORP. (ENTER COMPANY NAME) having a principal place of business or
residing at 1309 S. MARY AVE, SUNNYVALE CA 94087 (the "Company") and Adobe
Systems Incorporated and its subsidiaries and affiliates, having a principal
place of business at 345 Park Avenue, San Jose, CA 95110-2704 ("Adobe").

1. "Confidential Information" as used in this Agreement shall mean any and
all technical and non-technical information including patent, trade
secret, and proprietary information, techniques, sketches, drawings,
models, inventions, know-how, processes, apparatus, equipment,
algorithms, software programs, software source documents, and formulae
related to the current, future and proposed products and services of
each of the parties, and includes, without limitation, their respective
information concerning research, experimental work, development, design
details and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing, customer lists,
business forecasts, sales and merchandising, and marketing plans and
information.

2. If the Confidential Information is contained in a writing, it will be
marked as Confidential or proprietary information of the disclosing
party. If the Confidential Information is disclosed orally or visually,
it shall be identified as such at the time of disclosure and confirmed
in a writing to the recipient within 30 days of such disclosure.

3. Each of the parties agrees that it will not make use of, disseminate,
or in any way disclose any Confidential Information of the other party
to any person, firm or business, except to the extent necessary for
negotiations, discussions, and consultations with personnel or
authorized representatives of the other party and any purpose the other
party may hereafter authorize in writing. Furthermore, the existence of
any business discussions, negotiations or agreements in progress
between the parties shall not be released to any form of public media
without approval of both parties.

4. Each of the parties agrees that it shall disclose Confidential
Information of the other party only to those of its employees who need
to know such information and who have previously agreed,

MASTER AGREEMENT FOR MUTUAL DISCLOSURE OF INFORMATION 1

<PAGE>

either as a condition to employment or in order to obtain the
Confidential Information, to be bound by terms and conditions
substantially similar to those of this Agreement.

5. Each of the parties agrees that it shall treat all Confidential
Information of the other party with the same degree of care as it
accords to its own Confidential Information, and each of the parties
represents that it exercises reasonable care to protect its own
Confidential Information.

6. Each of the parties agrees that it will not modify, reverse engineer,
decompile, create other works from, or disassemble any software
programs contained in the Confidential Information of the other party
unless otherwise specified in writing by the disclosing party.

7. Each party's obligations under PARAGRAPHS 3, 4, and 5 with respect to
any portion of the other party's Confidential Information shall
terminate when the party to whom Confidential Information was disclosed
(the "Recipient") can document that: (a) it was in the public domain at
the time it was communicated to the Recipient by the other party; (b)
it entered the public domain subsequent to the time it was communicated
to the Recipient by the other party through no fault of the Recipient;
(c) it was in the Recipient's possession free of any obligation of
confidence at the time it was communicated to the Recipient by the
other party; (d) it was rightfully communicated to the Recipient free
of any obligation of confidence subsequent to the time it was
communicated to the Recipient by the other party; (e) it was developed
by employees or agents of the Recipient independently of and without
reference to any information communicated to the Recipient by the other
party; (f) it was communicated by the other party to an unaffiliated
third party free of any obligation of confidence; (g) the communication
was in response to a valid order by a court or other governmental body,
was otherwise required by law, or was necessary to establish the rights
of either party under this Agreement; or (h) it was not legended as
Confidential Information of the disclosing party and if disclosed
orally or visually, it was not identified as Confidential Information
of the disclosing party at the time of such communication and followed
by a writing within thirty (30) days of such disclosure.

8. All materials (including, without limitation, documents, drawings,
models, apparatus, sketches, designs and lists) furnished to one party
by the other, and which are designated in writing to be the property of
such party, shall remain the property of such party and shall be
returned to it promptly at its request, together with any copies
thereof.

9. Neither party shall communicate any information to the other in
violation of the proprietary rights of any third party.

10. Neither party acquires any licenses under any intellectual property
rights of the other party under this Agreement.

11. Neither party shall export, directly or indirectly, any technical data
acquired from the other pursuant to this Agreement or any product
utilizing any such data to any country for which the

<PAGE>

U.S. Government or any agency thereof at the time of export requires
an export license or other government approval without first obtaining
such license or approval.

12. Neither party will assign or transfer any rights or obligations under
this Agreement without the prior written consent of the other party.

13. This Agreement shall govern all communications between the parties that
are made during the period from the effective date of this Agreement to
the date on which either party receives from the other written notice
that subsequent communications shall not be so governed, provided,
however, that each party's obligations under PARAGRAPHS 3, 4 and 5 with
respect to Confidential Information of the other party which it has
previously received shall continue unless and until terminated pursuant
to PARAGRAPH 7.

14. This Agreement shall be governed in all respects by the laws of the
United States of America and by the laws of the State of California as
such laws are applied to agreements entered into and to be performed
entirely within California between California residents.

15. This Agreement may only be changed by mutual agreement of authorized
representatives of the parties in writing.

16. All notices or reports permitted or required under this Agreement
shall be in writing and shall be by personal delivery, telegram,
telex, telecopier, facsimile transmission or by certified or
registered mail, return receipt requested, and shall be deemed given
upon personal delivery, five (5) days after deposit in the mail, or
upon acknowledgment of receipt of electronic transmission. Notices
shall be sent to the addresses set forth at the end of this Agreement
or such other address as either party may specify in writing. If
notice is sent to Adobe, it shall be sent to the signatory, with a
copy to its General Counsel.

IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate as of the date first written above.

"Adobe" "Company"

ADOBE SYSTEMS INCORPORATED IMPRESSE CORPORATION
*SIGNATURE OF OFFICER IS REQUIRED. ----------------------------------

Signature: /s/ JIM STEPHENS Signature: /s/ PHIL C. NELSON
----------------------- -------------------------
Print Print
Name: JIM STEPHENS Name: PHIL C. NELSON
----------------------- -----------------------------
Title: SR. VP E-BUSINESS Title: CHIEF TECHNOLOGY OFFICER
----------------------- ----------------------------
345 Park Avenue Address: 1309 S. MARY AVE
----------------------------
San Jose, CA 95110-2704 SUNNYVALE, CA 94087
------------------------------------
------------------------------------

<PAGE>

EXHIBIT E

IMPRESSE AND ADOBE DIRECT COMPETITORS

ONLINE PRINT PROCUREMENT SERVICE PROVIDERS

NOOSH
COLLABRIA
PRINTCHANNEL
MEDIAFLEX
IMAGEX

ADOBE NAMED COMPETITORS

QUARK
MACROMEDIA
MICROSOFT
CREATIVEPRO.COM

<PAGE>
[CONFIDENTIAL TREATMENT REQUESTED]
Exhibit 10.2

STRATEGIC SUPPLY, SERVICES AND PROMOTION AGREEMENT

This Strategic Supply, Services and Promotion Agreement (this
"AGREEMENT") is entered into as of August 29, 1999 (the "EFFECTIVE DATE"),
between IMPRESSE CORPORATION, a California corporation ("IMPRESSE") and
HEWLETT-PACKARD COMPANY, a Delaware corporation ("HP").

1 DEFINITIONS

1.1 "COMPETITOR OF HP" means any entity with a product or service
that competes with HP UNIX services (including IBM and Sun), NT-based servers
(including Compaq and Dell), LaserJets, DeskJets, OfficeJets, ScanJets
(including IBM and Xerox), OpenView, MC/Service Guard, Espeak, WebQoS and
storage products (including EMC).

1.2 "BILLING REVENUE" means revenue recognized or accrued by
Impresse from the billing of a buyer End User for the product or service of a
vendor End User where Impresse bears the risk of collection, provided that
such revenue will not exceed the amount remitted by Impresse to such vendor
End User for such product or service billed. Fees or commissions charged by
Impresse for performance of the billing service are not included in Billing
Revenue and are deemed "Other Fees" for purposes of this Agreement. For
example, where a vendor End User fulfills a [*] print job for a buyer End
User and Impresse bills the buyer End User for the print job, the total
amount of revenue recognized by Impresse would be [*], less any credits,
discounts, returns and reasonable reserves for bad debt. Impresse would then
remit to the vendor [*] less a transaction fee. If the transaction fee
charged to the vendor End User were [*], then [*] of the revenue would be
deemed "Other Fees" and [*] would be deemed "Billing Revenue" for purposes of
this Agreement. For accounting purposes, in the event of a billing service
transaction, the only 'Cost of Goods Sold' recorded and reported by Impresse
will be the remittance to a vendor End User that utilizes the Impresse
billing service and under no other circumstances will any other expenses be
classified as 'Cost of Goods Sold'.

1.3 "DELIVERY" means standard HP shipping to and arrival at the
receiving area at the "Ship To" address in the country where Impresse's order
is placed, unless otherwise indicated on the quotation.

1.4 "END USER" means any third party end user of the Impresse
Service. The term "End User" includes but is not limited to HP End Users.

1.5 "FEES" has the meaning given to such term in SECTION 5.1.

1.6 "FISCAL QUARTER" means a fiscal quarter of Impresse as of the
Effective Date.

1.7 "HP END USERS" means an End User that is an HP Registered Lead,
as defined in Section 4.7.

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

<PAGE>

1.8 "HP LOGOS" shall mean HP's name and such logo(s) as HP shall
designate from time to time, including all artwork, graphics, icons and other
content, to be displayed on the Impresse Service.

1.9 "IMPRESSE LOGOS" means Impresse's name and logo(s), including
all artwork, graphics, icons and other content to be displayed, at Impresse's
sole discretion, on the Impresse Service.

1.10 "IMPRESSE SERVICE" means the Internet based commerce service
currently known as Impresse.com that facilitates the automated corporate
print procurement for the enterprise environment.

1.11 "INDIVIDUAL NET REVENUE" has the meaning set forth in SECTION 5.1.

1.12 "LAUNCH DATE" means the date on which the Impresse service is
generally commercially available to End Users.

1.13 "LOGOS" means the Impresse Logos or the HP Logos as appropriate.

1.14 "MANAGEMENT TEAM" has the meaning given to such term in
SECTION 6.1(a).

1.15 "NET REVENUES" means, with respect to any Fiscal Quarter, the
amount of revenue recognized or accrued by Impresse under GAAP from Other
Fees (defined below) generated from the Impresse Service for such month, less
any credits, discounts, returns and reasonable reserves for bad debt related
to such revenues. For purposes of this Agreement "Other Fees" means all fees
and charges which are recognized or accrued by Impresse under GAAP as revenue
generated from the Impresse Service, including but not limited to: (a) all
amounts charged to customers, vendors and all other third parties for use of
the Impresse Service, (b) those fees and commissions for product sales or
services transacted through the Impresse Service including subscriptions, (c)
those fees for support provided to suppliers subscribing to the Impresse
Service, and (d) transaction fees. Notwithstanding the foregoing, "Other
Fees" shall not include any Promotional Revenue or Billing Revenue.

1.16 "PARTY" means HP or Impresse.

1.17 "PRODUCTS" means hardware, Software, documentation,
accessories, supplies, parts and upgrades that are determined by HP to be
available from HP upon receipt of an Impresse order. "CUSTOM PRODUCTS" means
Products modified, designed or manufactured to meet Impresse requirements.

1.18 "PROFESSIONAL SERVICES" means implementation, installation,
consulting and other professional services to be provided by HP and to be
agreed upon by the parties.

1.19 "PROMOTION RATIO" has the meaning set forth in SECTION 5.2.

<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]

1.20 "PROMOTIONAL REVENUE" means fees and charges which are
recognized by Impresse under GAAP as revenue generated from the Impresse
Service for advertising and other promotion on the Impresse Service website
by third parties that are not End Users.

1.21 "SOFTWARE" means one or more programs capable of operating on a
controller, processor or other hardware Product ("DEVICE"). Software is
either a separate Product, included with another Product ("BUNDLED
SOFTWARE"), or fixed in a Device and not removable in normal operation
("FIRMWARE").

1.22 "SPECIFICATIONS" means specific technical information about the
Products which is published in the Product manuals and technical data sheets
in effect on the date HP ships the order.

1.23 "SUPPORT" means hardware maintenance and repair; Software
updates and maintenance; training; and other standard support services
provided by HP in connection with the Products. The term "Support" does not
include Professional Services.

1.24 "TERM" shall mean the period beginning on the Effective Date
and ending on the fifth anniversary of the Effective Date, or such shorter
period as may occur in the event of termination under SECTION 11.

1.25 "TOTAL FEES" means Net Revenue and Promotional Revenue.

2 SUPPLY OF PRODUCTS AND SERVICES

2.1 PRODUCTS AND PROFESSIONAL SERVICE PURCHASES. Impresse shall specify
to HP from time to time which Products and Professional Services Impresse
wishes to purchase. Product and Professional Service prices shall be HP's
current published list price at the time of order less the discount or at the
special rates, if any, specified in EXHIBIT D ("Product Discounts"). In
consideration of such discount, Impresse agrees to spend a minimum of
[*] on the purchase of Products and Professional Services under this
Agreement within one (1) year of the Effective Date. The volume of products
purchased under this Agreement shall not count towards the volume of
purchases under any other agreement Impresse may have with HP. Product prices
include HP's standard warranty coverage upon installation.

2.2 PURCHASE ORDERS. All purchase orders from Impresse shall reference
this Agreement and must be issued to HP during the Term. All orders must be
issued to HP with a requested delivery date not to exceed six months from the
date of order. All Product purchases made by Impresse under this Agreement
shall be in accordance with EXHIBIT E16 ("HP Terms and Conditions of Sale and
Service") and EXHIBIT SS ("HP System Support Options"), attached to this
Agreement. All purchases of Professional Services made by Impresse under this
Agreement shall be in accordance with a separate Professional Services
agreement to be entered into by the parties and that will contain the
standard terms and conditions HP generally offers to comparable customers
purchasing similar professional services.

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

<PAGE>

2.3 TECHNOLOGY INSERTION AND SUBSTITUTION. HP reserves the right to sell
and ship newer generation Products that are functionally equivalent and
greater or equal in performance as they become available.

2.4 LEASE OPTIONS. HP will use commercially reasonable efforts to
complete, within thirty (30) days of the Effective Date, the due diligence
necessary to offer Impresse a commercial financing lease for the purchases to
be made by Impresse under this Agreement. HP will offer Impresse an operating
lease with a technical refresh option, provided that HP determines, in its
sole discretion, that such offer is commercially viable.

2.5 REQUIREMENTS FOR THE IMPRESSE SERVICE. Impresse may only use UNIX
and NT servers and associated products supplied by HP to operate the Impresse
Service to the extent the price, performance, functionality and availability
can, in Impresse's reasonable good faith judgement, be fully satisfied with
the then available UNIX and NT servers and associated products supplied by
HP. Provided, however, (i) before Impresse may purchase non-HP supplied UNIX
and NT servers and associated products for use on the Impresse Service,
Impresse must indicate to HP Impresse's price, performance, functionality and
availability needs and allow HP to provide a proposal to satisfy such
requirements, and (ii) Impresse may only use non-HP supplied UNIX and NT
servers and associated products if: (a) HP does not provide such proposal
within fifteen (15) days after notification from Impresse; or (b) HP is
unable to provide competitive price, performance, functional or availability.

Impresse shall have forty-five (45) days from the date HP delivers a product
purchased under this Agreement to remove the equivalent product then
currently being utilized for the Impresse Service and to replace such
equivalent product with the HP supplied product.

2.6 Impresse will use commercially reasonable efforts to evaluate HP
technologies such as Web QoS, OpenView and MC/Service Guard for integration
into the Impresse Service.

3 PORTING OBLIGATIONS AND PROJECT SCHEDULE

3.1 Impresse shall use commercially reasonable efforts to port the
Impresse Service to HP-UX computer systems in all their supported
configurations and with all associated peripherals and the computer
programs in accordance with the terms and other requirements
contained in EXHIBIT A ("Porting Equipment and Terms") and according
to the Schedule in EXHIBIT B ("PROJECT SCHEDULE"). If such completed
port of the Impresse Service achieves levels of performance,
operability and functionality equivalent to the levels achieved by
the Impresse Service on its then current environment, Impresse
agrees that it will operate a substantial portion of Impresse
Service on the HP-UX platform.

3.2 HP will provide the equipment specified in EXHIBIT A ("Porting
Equipment and Terms") under the terms specified therein. HP shall
provide technical assistance at no charge to Impresse for the port of
the Impresse Service to HP-UX computer systems commencing on the date
Impresse receives the equipment specified in EXHIBIT A and continuing
for a period of six (6) months thereafter (the "Porting Period").
During the Porting Period, HP shall provide six (6) engineering weeks
of technical assistance. Upon

<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]

completion of the quality assurance testing, HP shall provide
performance and/or tuning assistance using HP facilities and equipment
as mutually agreed upon by both Parties.

4 MARKETING; BRANDING; LOGOS; PROMOTION: CO-SELLING

4.1 ADVERTISING AND MARKETING BUDGET. HP and Impresse each agree to fund
co-marketing activities for the Impresse Service (the "CO-MARKETING
ACTIVITIES"). During the four (4) calendar quarters following the Launch
Date, HP and Impresse each agree to spend [*] in each of such quarters on the
Co-Marketing Activities. In each of the following calendar quarters, HP and
Impresse each agree to spend on Co-Marketing Activities an amount equal to
either: (i) [*] of the Fees received by HP from Impresse during the previous
quarter, or (ii) [*], whichever is less. All Co-Marketing Activities funded
under this Section 4.1 must be approved by both Parties.

4.2 BRANDING OF THE IMPRESSE SERVICE AND RELATED MATERIALS. The Impresse
Service will be co-branded with the HP Logos and the Impresse Logos. The
appropriate HP Logos shall be prominently displayed on all applicable web
pages, in all applicable written collateral and applicable advertisements
where the Impresse Logo resides and other locations as mutually agreed by
both parties. Impresse agrees that the HP Logo will appear `above the fold'
on the initial page of the Impresse Service. Impresse will adhere to HP's
trademark guidelines for use of the HP Logo. HP reserves the right to require
that the HP Logos be removed from any or all such locations.

4.3 LOGOS. HP and Impresse each will have the right, without separate
charge, to use solely as expressly allowed under the terms of this Agreement
the other Party's Logos. Each Party's use of the other Party's Logos will
adhere to the respective owner's trademark guidelines for such Logos, as
revised from time to time with reasonable notice. Neither Party is granted
any ownership in or, except as expressly provided herein, license to the
trademarks or trade names of the other Party, including the Logos. Each Party
agrees (a) to always identify the other's Logos as being the property of such
other Party, and (b) that all use of the other's Party's Logos will inure to
the benefit of, and be on behalf of, such other Party.

4.4 PROMOTION BY HP. HP will use commercially reasonable efforts to
promote the Impresse Service through HP's marketing activities (including
descriptive material on HP's external e-services web site) as HP's premier
eservices partner for the corporate print procurement marketplace. HP will
use commercially reasonable efforts to promote the Impresse Service to its
internal sales force through field communication vehicles such as e-services
seminars. HP will make the information available as soon as is commercially
reasonable following the Launch Date. The information provided by HP will be
updated periodically subject to Impresse providing HP the Impresse Service
related content.

4.5 PROMOTION BY IMPRESSE. Impresse will promote the Impresse Service as
an HP e-services partner and as `powered by HP' or similar wording as
mutually agreed to by the Parties. Impresse agrees to assist HP to develop
appropriate testimonials, datasheets, "success stories"

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]

and other HP marketing materials for successful implementation of HP-based
solutions in Impresse's business. Impresse agrees to cooperate with HP to
host a reasonable number of visits at Impresse's site by prior arrangement
with Impresse, by other HP customers or prospective customers to view
Impresse's implementation of HP Products. Impresse shall create the marketing
collateral and sales tools for the Impresse Service.

4.6 CO-SELLING. The Parties agree to co-sell the Impresse Service.
Co-selling may include activities such as Impresse participating in HP
e-services seminars and sales training for both HP sales representatives and
distributors, as well as joint account planning, sales calls and mutual
assistance in converting Leads into HP End Users. HP and Impresse each agree
to identify a focal point, such as an E-services program manager, to work
together on co-selling activities. Impresse shall identify initial prospects
in specific geographies and work with the HP focal point to develop a joint
funnel. Impresse will provide at no cost to HP, assistance and training to HP
personnel as may be reasonably requested in order for HP to use, demonstrate
and co-sell the Impresse Service. Impresse will use commercially reasonable
efforts to integrate the Impresse Service with the Ariba Network to
facilitate HP co-selling effort. Impresse shall provide HP with free access
to the Impresse Service including all associated documentation. Such access
shall be for demonstration, training and co-selling purposes.

4.7 LEAD REGISTRATION. HP will notify the Management Team in writing or
by electronic mail of the identity of each thirty party to whom HP is
promoting the Impresse Service (each, a "Lead"). Impresse may reject any Lead
upon a determination in good faith that Impresse is already engaged in
discussions relating to the Impresse Service with such Lead, and provided
that such rejection must be received HP in writing or by electronic mail
within five (5) business days after receipt of the notification of such Lead
from HP. If notification of rejection is not received by HP from Impresse
within five (5) business days, such Lead shall be deemed a "HP REGISTERED
LEAD" for purposes of this Agreement.

5 FEES AND REPORTING

5.1 FEES. In consideration for HP's performance of its obligations
under this Agreement, Impresse shall pay HP within thirty (30) days of the
end of each month, for each HP End User that used the Impresse Service in
such month, an amount equal to [*] of the Individual Net Revenue for such End
User (the "FEES"). The "INDIVIDUAL NET REVENUE" for a particular HP End User
is Net Revenue recognized or accrued by Impresse as a result of the use by
such HP End User of the Impresse Service. Individual Net Revenue includes but
is not limited to: (i) all fees charged to such HP End User for the use of
the Impresse Service; and (ii) any payments made to Impresse, by the HP End
User or any other party, for the use of the Impresse Service in connection
with a transaction in which such HP End User was a participant. The payments
are exclusive of sales, use, service, value added or like taxes, or customs
duties.

5.2 PROMOTIONAL REVENUE. The parties acknowledge that the parties
have agreed to the above Fees based on the understanding that Promotional
Revenue is expected to be [*] of the Total Revenue (the "PROMOTION RATIO"). In
the event that the Promotion Ratio is

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]

[*] or greater, then the parties shall meet and confer in
good faith to renegotiate the Fees to include Promotional Revenue in Net
Revenue.

5.3 REPORTING; INTEREST.

(a) IMPRESSE'S REPORTING. Within fifteen (15) days following
the end of each month of the Term, Impresse will provide to HP a report for
HP to determine the Fees and other amounts agreed to after the Effective Date
to which it is entitled under SECTION 5.1 or otherwise under this Agreement.
Such report will include but is not limited to: (i) the total number of End
Users that used the Impresse Service in such month; (ii) total number of HP
End Users that used the Impresse Service in such month; (iii) the Individual
Net Revenue for each HP End User in such month and (iv) the Fees due to HP
under this Agreement; and (v) the Promotion Ratio.

(b) OVERDUE INTEREST. All amounts due hereunder which are
not paid when due shall accrue interest from the date due until paid at the
per annum rate of ten percent (10%) or the maximum rate permitted by
applicable law, whichever is less.

5.4 TAXES. HP shall be responsible for, and shall pay, all taxes,
duties, charges, fees, deductions or withholdings (other than taxes based on
Impresse's net income) on any amounts payable to HP hereunder.
Notwithstanding the above, no withholding taxes or similar taxes may be
deducted from amounts paid to HP hereunder.

5.5 AUDIT BY HP. Impresse agrees to maintain for at least three (3)
years from the date each payment under this Agreement is due, complete books,
records, invoices and accounts with respect to the amounts due to HP
hereunder. Upon fifteen (15) days prior written notice to Impresse, HP may,
at its own expense, appoint a nationally recognized independent auditor to
audit Impresse's records relevant to this Agreement at Impresse's offices
during normal business hours, solely for the purpose of confirming the
accuracy of the Fees and other amounts payable to HP hereunder. Any such
auditors shall (i) agree to be bound by Impresse's standard nondisclosure
agreement, and (ii) only report to HP whether or not the payments were
accurate, and if not accurate, the amount of the deficiency or surplus, and
(iii) provide the same information to Impresse, as well as their basis for
their conclusions. Such audit may be no more often than once every calendar
year. If an audit reveals an overpayment by Impresse, HP agrees to promptly
refund Impresse for such overpaid amount. If an audit reveals an underpayment
by Impresse, Impresse agrees to promptly pay HP the amount of such
underpayment, together with overdue interest thereon as specified above. In
addition, if such underpayment is greater than 5% of the amounts due for the
period so audited, Impresse will also promptly reimburse HP for the cost of
the audit as evidenced from such independent auditors bill.

5.6 NON-DISCRIMINATORY TREATMENT. Impresse agrees that the features
which it adds to other portions of its business rather than the Impresse
Service, including the design and architecture of the Impresse Service, will
not be allocated in a manner which intentionally treats HP in a manner which
unreasonably and adversely affects the calculation of Fees. Nothing in the
preceding sentence shall be construed to provide HP with an approval right
related to Impresse's selection of features, additions or changes to the
design and architecture of the Impresse Service. In the event that HP
determines that the calculation of Fees has been unreasonably or adversely

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

<PAGE>

affected as set forth herein, the parties shall meet in good faith to
renegotiate the Fees under this Agreement.

6 MANAGEMENT TEAM; OTHER OPPORTUNITIES

6.1 MANAGEMENT TEAM

(a) TEAM MEMBERS. Impresse and HP shall each appoint members
to a project management team to oversee the relationship between the Parties
(the "MANAGEMENT TEAM") and each Party's performance under this agreement.
Each Party shall specify the initial Management Team members within ten days
of the Effective Date. Each Party may substitute members of the Management
Team upon fourteen (14) days prior written notice to the other.

(b) DUTIES. The Management Team shall meet periodically
according to a mutually agreed upon schedule but no less frequently than
every six (6) months. Among the responsibilities of the Management Team shall
be managing the relationship between the Parties with respect to performance
under this Agreement.

Each Party may substitute these contacts upon fourteen (14) days prior
written notice to the other.

6.2 OTHER OPPORTUNITIES. No joint development is contemplated by
virtue of this Agreement. If the Parties agree to participate in joint
development activities, the rights and obligations resulting from such
activities will be covered in a separate agreement.

7 CONFIDENTIAL INFORMATION

7.1 CONFIDENTIAL INFORMATION. During the term of this Agreement,
either Party may receive or have access to technical information, including
without limitation source code, as well as information about product plans
and strategies, promotions, customers and related non-technical business
information which the disclosing Party considers to be confidential and which
is marked as confidential at the time of disclosure or which, if disclosed
orally, is identified as confidential at the time of disclosure and is
followed within thirty (30) days of disclosure with a written memorandum so
stating to the receiving party's Designated Recipient for Notice
("Confidential Information"). Confidential Information will be used by only
those employees of the receiving party who have a need to know such
information for purposes related to this Agreement.

7.2 PROTECTION OF CONFIDENTIAL INFORMATION. The receiving party will
protect any such Confidential Information of the disclosing party from
unauthorized disclosure to third parties with the same degree of care as the
receiving Party uses for its own similar information for a period of three
(3) years from the date of disclosure, unless otherwise provided in this
Agreement. The foregoing restriction will not apply to any information which
is (i) already known by the receiving Party prior to disclosure, (ii)
independently developed by the receiving Party prior to or independent of the
disclosure, (iii) publicly available, (iv) rightfully received

<PAGE>

from a third party without a duty of confidentiality, (v) disclosed under
operation of law, or (vi) disclosed by the receiving Party with the
disclosing Party's prior written approval.

8 WARRANTIES

8.1 HP WARRANTIES.

(a) Product warranty period and additional information is
available with Products, on quotations, or upon request.

(b) Products purchased from HP outside the U.S. will receive
the standard warranty in the country of purchase. If Impresse moves such
Products to another country where HP has Support presence, then Impresse will
receive the destination country standard warranty.

(c) Products purchased in the U.S. based on the U.S. list
prices will only receive standard warranty in the U.S., except for Products
with a global warranty. All Products purchased in the U.S. based on
international prices will include a global warranty. A global warranty means
that the Product will include the destination country's standard warranty in
any country where the Product is moved provided that HP has Support presence
in that country.

(d) Additional warranty coverage may be purchased and that
warranty will be limited to the country in which the additional coverage was
purchased. Impresse may receive a different warranty when the Product is
purchased as part of a system. HP reserves the right to change the warranty.
Such changes will affect only new orders.

(e) The warranty period begins on the date of Delivery, or
the date of installation if installed by HP. If Impresse schedules or delays
installation by HP more than 30 days after Delivery, the warranty period
begins on the 31st day after Delivery.

(f) HP warrants HP hardware Products against defects in
materials and workmanship. HP further warrants that HP hardware Products
conform to Specifications. These warranties do not include periodic
recalibration (recommended for some Products), unless specifically covered in
the warranty terms for such Products.

(g) HP warrants that Software will not fail to execute its
programming instructions due to defects in materials and workmanship when
properly installed and used on the Device designated by HP. HP further
warrants that HP owned standard Software will substantially conform to
Specifications. HP does not warrant that Software will operate in hardware
and software combinations selected by Impresse, or meet requirements
specified by Impresse.

(h) HP does not warrant that the operation of Products will
be uninterrupted or error free.

(i) HP warrants that each HP hardware, software, and firmware
Product delivered under the terms and conditions in this Agreement will be
able to accurately process date data

<PAGE>

(including, but not limited to, calculating, comparing, and sequencing) from,
into, and between the twentieth and twenty-first centuries, and the years
1999 and 2000, including leap year calculations, when used in accordance with
the Product documentation provided by HP (including any instructions for
installing patches or upgrades), provided that all other products (e.g.
hardware, software, firmware) used in combination with such Product(s)
properly exchange date data with it. If the Specifications require that
specific Products must perform as a system in accordance with the foregoing
warranty, then that warranty will apply to those HP Products as a system, and
Impresse retains sole responsibility to ensure the Year 2000 readiness of its
information technology and business environment. The duration of this
warranty extends through January 31, 2001. To the extent permitted by local
law, this warranty applies only to branded HP Products and not to products
manufactured by others that may be sold or distributed by HP. This warranty
Section 8.1 (i) applies only to HP Products shipped after July 01, 1998. The
remedies applicable to this Section, 8.1 (i), are those provided in Section
8.1 j) below. Nothing in this warranty will be construed to limit any rights
or remedies provided elsewhere in the terms and conditions of this Agreement
with respect to matters other than Year 2000 compliance.

(j) If HP receives notice of defects or non-conformance to
hardware Specifications, or substantial non-conformance to HP owned standard
Software Specifications during the warranty period, HP will, at its option,
repair (and recalibrate only as necessitated by repairs), or replace the
affected Products. If HP is unable, within a reasonable time, to repair,
replace or correct a defect or non-conformance in a Product to a condition as
warranted, Impresse will be entitled to a refund of the purchase price upon
prompt return of the Product to HP. Impresse will pay expenses for return of
such Products to HP. HP will pay expenses for shipment of repaired or
replacement Products, except for Products returned to Impresse from another
country.

(k) HP warrants that Support will be provided in a
professional and workmanlike manner. HP will replace, at no charge, parts
which are defective and returned to HP within 90 days of delivery.

(l) Some newly manufactured Products may contain and Support
may use remanufactured parts which are equivalent to new in performance.

(m) The above warranties do not apply to defects resulting
from improper or inadequate maintenance or calibration by Impresse; Impresse
or third party supplied software, interfacing or supplies; unauthorized
modification; improper use or operation outside of the Specifications for the
Product; abuse, negligence, accident, loss or damage in transit; improper
site preparation; or unauthorized maintenance or repair.

(n) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY,
WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. HP SPECIFICALLY DISCLAIMS
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

<PAGE>

8.2 IMPRESSE WARRANTIES. Impresse represents and warrants to HP that
(a) Impresse has full power and authority to enter into and perform this
Agreement, and (b) neither Impresse's entering nor performing this Agreement
will violate any right of, or breach any obligation to, any third party under
any agreement or arrangement between Impresse and such third party. EXCEPT
FOR THE WARRANTIES PROVIDED ABOVE, IMPRESSE MAKES NO WARRANTIES, WHETHER
EXPRESS OR IMPLIED, TO ANY PERSON OR ENTITY WITH RESPECT TO THE IMPRESSE
SERVICE AND IMPRESSE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.

9 INDEMNIFICATION

9.1 IMPRESSE INDEMNITY.

(a) Impresse will indemnify, defend and hold harmless HP
and its affiliates, suppliers and agents from any liability, damages or costs
(including reasonable attorneys' fees and expenses) arising from, or relating
to, a claim (a) that the Impresse Service, including any technology or method
therein and any product or service provided by Impresse thereunder, violates
the intellectual property rights of a third party, or (b) by a third party
arising from (i) the operation of the Impresse Service or any related product
or service, or (ii) Impresse's advertising and marketing of HP's and
Impresse's joint activities, provided HP

1) promptly notifies Impresse in writing; and

2) cooperates with Impresse in, and grants Impresse sole
control of the defense or settlement.

(b) Impresse has no obligations for any claim of
infringement arising from

1) Products, or the combination of such items into the
Impresse Service, provide such combination is indicated under the applicable
Product documentation or if such claim would have been avoided if such
Product had not been so included

2) any modification of the Impresse Service by HP if
such claim would have been avoided if such modifciation had not occurred, and

3) any HP Logos or other materials provided by HP.

9.2 HP INDEMNITY

(a) HP will defend or settle any claim against Impresse, that
Products or Support (excluding Custom Products and Professional Services),
delivered under the terms and conditions of this Agreement infringe a patent,
utility model, industrial design, copyright, trade

<PAGE>

secret, mask work or trademark in the country where Products are used, sold
or receive Support, provided Impresse

3) promptly notifies HP in writing; and

4) cooperates with HP in, and grants HP sole control of the defense
or settlement.

(b) HP will pay infringement claim defense costs, settlement
amounts and court-awarded damages. If such a claim appears likely, HP may
modify the Product, procure any necessary license, or replace it. If HP
determines that none of these alternatives is reasonably available, HP will
refund Impresse's purchase price upon return of the Product if within one
year of Delivery, or the Product's net book value thereafter.

1) HP's compliance with Impresse's designs, specifications or
instructions;

2) HP's use of technical information or technology provided by
Impresse;

3) Product modifications by Impresse or a third party;

4) Product use prohibited by Specifications or related application
notes; or

5) use of the Product with products not supplied by HP.

(d) These terms state HP's entire liability for claims of
intellectual property infringement.

10 LIABILITY LIMITATIONS

10.1 HP Liability Limitations

(a) Products are not specifically designed, manufactured or
intended for sale as parts, components or assemblies for the planning,
construction, maintenance, or direct operation of a nuclear facility.
Impresse is solely liable if Products or Support purchased by Impresse are
used for these applications. Impresse will indemnify and hold HP harmless
from all loss, damage, expense or liability in connection with such use.

(b) To the extent HP is held legally liable to Impresse under this
Agreement, HP's liability is limited to:

1) payments described in Sections 8 and 9 above;

2) damages for bodily injury;

3) direct damages to tangible property up to a limit of
U.S.$750,000;

4) other direct damages for any claim based on a material breach
of Support services, up to a maximum of 12 months of the related Support charges
paid by Impresse during the period of material breach; and

<PAGE>

5) other direct damages for any claim based on a material
breach of any other term of the terms and conditions of this Agreement, up to
a limit of U.S.$750,000 or the amount paid to HP for the associated Product,
whichever is less.

(c) Notwithstanding Section 10 b) above, in no event will HP or
its affiliates, subcontractors or suppliers be liable for any of the
following:

1) actual loss or direct damage that is not listed in 10.1b)
above;
2) damages for loss of data, or software restoration;
3) damages relating to Impresse's procurement of substitute
products or services (i.e., "cost of cover"); or
4) incidental, special or consequential damages (including
downtime costs or lost profits, but excluding payments described in Section 9
above and damages for bodily injury).

(d) THE REMEDIES IN THIS AGREEMENT ARE IMPRESSE'S SOLE AND
EXCLUSIVE REMEDIES.

10.2 Impresse Liability Limitations

(a) To the extent Impresse is held legally liable to HP under this
Agreement, Impresse's liability is limited to:

6) payments described in Sections 8 and 9 above;

7) damages for bodily injury;

8) direct damages to tangible property up to a limit of U.S.
$750,000;

9) other direct damages for any claim based on a material breach
of any other term of the terms and conditions of this Agreement, up to a limit
of U.S.$750,000.

(b) Notwithstanding Section 10.2 b) above, in no event will
Impresse or its affiliates, subcontractors or suppliers be liable for any of
the following:

1) actual loss or direct damage that is not listed in 10.2b)
above;

2) damages for loss of data, or software restoration;

3) damages relating to HP's procurement of substitute products
or services (i.e. "cost of cover")

4) incidental, special or consequential damages (including
downtime costs or lost profits, but excluding payments described in Section 9
above and damages for bodily injury).

THE REMEDIES IN THIS AGREEMENT ARE HP'S SOLE AND EXCLUSIVE REMEDIES.

11 TERM AND TERMINATION

<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]

11.1 TERM. This Agreement shall expire at the end of the Term
unless the Parties agree to extend the Term.

11.2 TERMINATION FOR BREACH. Either Party may terminate this
Agreement if:

(a) The other Party is in material breach of this Agreement
and fails to cure such breach within forty five (45) days of
notice by the terminating Party of such breach; or

(b) The other Party becomes the subject of a petition in
bankruptcy, whether voluntary or involuntary, which if
involuntary is not dismissed within sixty (60) days, or becomes
insolvent, or ceases to do business in the normal course.

11.3 TERMINATION DUE TO FAILURE TO ACHIEVE MINIMUM FEES. Either
Party may terminate this Agreement upon thirty (30) days written notice to
the other Party, if the total Fees received by HP for each calendar years
listed below do not equal the amounts as follows:

<TABLE>

<S> <C>
(a) calendar year 2000 [*]

(b) calendar year 2001 [*]

(d) calendar year 2003 [*]

</TABLE>

11.4 TERMINATION DUE TO A CHANGE OF CONTROL. HP may terminate this
Agreement if any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), which is
a Competitor of HP, shall own or control by proxy or otherwise, or shall be a
party to any agreement or arrangement to obtain any right to acquire, a
majority of the total Voting Securities of Impresse. "VOTING SECURITIES"
means all of the capital stock of Impresse which is entitled to vote for the
election of directors, all warrants, options, and other rights to immediately
acquire such voting capital stock, and all other securities of Impresse which
are immediately convertible at the option of the holder into any class of
such voting capital stock.

11.5 COMPENSATION FOR TERMINATION DUE TO A CHANGE OF CONTROL Upon
termination under SECTION 11.4 above, Impresse will pay to HP, HP's monetary
investment (excluding equity investment, if any, made by HP in Impresse under
the terms of a separate agreement) plus thirteen percent (13%) compound
interest, less net revenues paid to HP during the term of the Agreement. Such
amount is due fifteen (15) days after termination.

11.6 SURVIVAL. Termination or expiration of this Agreement shall not
affect Impresse's obligation to pay all Fees and other amounts due to HP
hereunder accrued prior to termination (or, where applicable, after
termination). Neither the expiration nor termination of this Agreement
(however occasioned) shall affect SECTIONS 1, 7, 8, 9, 10, 11, AND 12 each of
which shall continue in full force and effect.

12 MISCELLANEOUS

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

<PAGE>

12.1 HEADINGS; PLURAL TERMS. Headings in this Agreement are for
convenience of reference only and are not part of the substance hereof. All
terms defined in this Agreement in the singular form shall have comparable
meanings when used in the plural form and VICE VERSA.

12.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
regard to its provisions concerning the applicability of the laws of other
jurisdictions and without regard to the United Nations Convention on the
International Sale of Goods.

12.3 CONSTRUCTION. This Agreement is the result of negotiations
among, and has been reviewed by, HP, Impresse and their respective counsel.
Accordingly, this Agreement shall be deemed to be the product of both
Parties, and no ambiguity shall be construed in favor of or against HP or
Impresse.

12.4 ENTIRE AGREEMENT; PRIORITY. This Agreement constitutes and
contains the entire agreement of HP and Impresse and supersedes any and all
prior agreements, negotiations, correspondence, understandings and
communications between the Parties, whether written or oral, respecting the
subject matter hereof. This Agreement shall supersede any provision of any
purchase order or other document submitted by Impresse or any invoice or
other document provided by HP hereunder, notwithstanding any provision in
such purchase order or document to the contrary In the event of any conflict
between the terms and conditions of this Agreement and the terms and
conditions of any Exhibits attached hereto or incorporated herein, the terms
and conditions of this Agreement shall take precedence.

12.5 OTHER INTERPRETIVE PROVISIONS. References in this Agreement to
"Sections," and "Exhibits" are to sections and exhibits herein and hereto
unless otherwise indicated. The words "include" and "including" and words of
similar import when used in this Agreement shall not be construed to be
limiting or exclusive.

12.6 NON-RESTRICTIVE RELATIONSHIP. This Agreement does not prevent
either Party from (a) entering into similar agreements with others, whether
or not in the same industry, or (b) independently developing (without breach
of SECTION 7) materials, products and services the same as or similar to the
materials, products or services provided by the other Party hereunder.

12.7 NO PUBLICATION. Except with the prior written consent of both
Parties (a) neither Party may publicize or disclose to any third party the
terms of this Agreement, and (b) no press releases may be made regarding this
Agreement or the relationship of the Parties.

12.8 RELATIONSHIP OF THE PARTIES. Notwithstanding any provision
hereof, this Agreement does not create, and is not intended to create, a
joint venture, partnership or agency relationship between the Parties. For
all purposes of this Agreement, each Party shall be and act as an independent
contractor and not as partner, joint venturer, or agent of the other and
shall not bind nor attempt to bind the other to any contract. Neither Party
shall have any responsibility or liability of any kind to any subcontractors
or third parties providing services to or for the benefit of the other Party.
Each Party shall be free to manage and control its business as it sees fit,

<PAGE>

without the management, control or assistance of the other Party, except as
otherwise prescribed herein.

12.9 OWNERSHIP. Neither Party is granted any right, title nor
interest to intellectual property owned by the other Party, either express or
implied, except as may be explicitly provided herein.

12.10 EXPORT ADMINISTRATION. It is Impresse's responsibility to
comply with all relevant export control laws and regulations of the United
States with respect to the Impresse Service and the products and services
provided by HP to Impresse hereunder, and to assure that such products are
not (a) exported, directly or indirectly, in violation of such export control
laws, or (b) intended to be used for any purposes prohibited by such export
control laws, including, without limitation, nuclear, chemical or biological
weapons proliferation.

12.11 ASSIGNMENT/SALE.

(a) GENERALLY. Either party, or its permitted successive
assignees or transferees, may assign or transfer this Agreement or delegate any
rights or obligations hereunder and thereunder without consent of the other: (i)
to any entity controlled by, or under common control with, such Party, or its
permitted successive assignees or transferees; or (ii) in connection with a
merger, reorganization, transfer, sale of assets or product lines, or change of
control or ownership of such Party, or its permitted successive assignees or
transferees; PROVIDED that if Impresse assigns this Agreement to a Competitor of
HP, HP has the option to terminate this Agreement as set forth in Section 11.4.
Except as provided above, this Agreement may not be assigned or delegated by
either Party without the prior written consent of the other Party.

(b) GENERALLY. Without limiting the foregoing, this Agreement
will be binding upon and inure to the benefit of the Parties and their permitted
successors and assigns. Any permitted successor or assign shall execute such
instruments and agreements as the non-assigning Party shall reasonably request
to evidence the assumption by the assignee of all of the obligations of the
assigning party hereunder.

12.12 NOTICES. All notices that are required to be given under
this Agreement shall be in writing and shall be sent to the respective
address set forth below, or such other address as each Party may designate by
notice given in accordance with this Section. Any such notice may be
delivered by hand, by overnight courier, by first class pre-paid letter or by
facsimile transmission, and shall be deemed to have been received: (a) by
hand delivery, at the time of delivery; (b) by overnight courier, on the
succeeding business day; (c) by first class mail, two business days after the
date of mailing; and (d) by facsimile, immediately upon confirmation of
transmission provided a confirmatory copy is sent by first class pre-paid, by
overnight courier or by hand by the end of the next business day.

NOTICES.

<PAGE>

<TABLE>

<S> <C>
For HP: For Impresse:
Hewlett-Packard Company Impresse Corporation.
19411 Pruneridge Road, MS 44M5 1309 S. Mary Ave
Cupertino, CA 95014 Sunnyvale, CA 94087
Attention: Gina Cassinelli Attention: Brett E. Battles
Telephone: 408-447-1622 Telephone: 408-530-2026
Facsimile: 408-447-7237 Facsimile: 408-245-8336

With a copy of all notices (other
than notices of a primarily technical
nature) to:
Hewlett-Packard Legal Chief Financial Officer
Hewlett-Packard Company ImpresseCorporation
19411 Pruneridge Road, MS 44L19 1309 S. Mary Ave
Cupertino, CA 9501 Sunnyvale, CA 94087
Telephone: 408-725-8900 Telephone: 408-530-2000
Facsimile: 408-447-5104

</TABLE>

12.13 WAIVER AND MODIFICATION. The failure of either Party to
enforce its rights under this Agreement at any time for any period shall not
be construed as a waiver of such rights. No changes, modifications or waivers
are to be made to this Agreement unless evidenced in writing and signed for
and on behalf of both Parties by an authorized representative.

12.14 SEVERABILITY. If any provision in this Agreement is found
or held to be invalid or unenforceable, then the meaning of such provision
shall be construed, to the extent feasible, so as to render the provision
enforceable, and if no feasible interpretation would save such provision, it
shall be severed from the remainder of this Agreement which shall remain in
full force and effect. However, if the severed provision is essential and
material to the rights or benefits received by either Party, the Parties
shall use their best efforts to negotiate, in good faith, a substitute, valid
and enforceable provision or agreement which most nearly effects their intent
in entering into this Agreement.

12.15 FORCE MAJEURE. Nonperformance of either Party will be
excused to the extent that performance is rendered impossible by earthquake,
strike, fire, flood, governmental acts or order or restrictions or other
similar reason where failure to perform is beyond the control and not caused
by the negligence of the non-performing Party, PROVIDED that the
non-performing Party gives prompt notice of such conditions to the other
Party and makes all reasonable efforts to perform.

12.16 JURISDICTION; PREVAILING PARTY. Any legal action or
proceeding relating to this Agreement shall be instituted in a state or
federal court in, Santa Clara County, California. In any action or proceeding
to enforce rights under this Agreement, the prevailing Party will be entitled
to recover costs and attorneys fees.

12.17 EXHIBITS. The attached Exhibits are hereby incorporated
into this Agreement:

<PAGE>

<TABLE>

<S> <C>
Exhibit A Porting Requirements and Terms

Exhibit B Project Schedule

Exhibit C Account Managers

Exhibit D Product Discount

Exhibit E16 HP Terms and Conditions of Sales and Service

Exhibit SS HP System Support Options

</TABLE>

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

HEWLETT-PACKARD COMPANY IMPRESSE CORPORATION.

By: By:
--------------------------------- -------------------------------

Name: Name:

Title: Title:

<PAGE>

EXHIBIT A
PORTING REQUIREMENTS AND TERMS

1. "HP EQUIPMENT" means the following equipment provided to Impresse by HP
to assist Supplier in its porting obligations under the Agreement:

2 HP9000 R390 SERVERS for porting, including Web QoS 2.0, HP-UX, CD-Rom disk,
100 BaseT LAN connection.

2. TERMS OF EQUIPMENT LOAN

1. LOAN OF EQUIPMENT. HP hereby loans to Impresse, for the applicable
Loan Term defined below, the HP Equipment as defined above. HP may, from time
to time, add, upgrade, or remove HP Equipment from Impresse's site during the
Loan Term. All HP Equipment received by Impresse during the Loan Term will be
described in an amendment to this Exhibit A signed by both parties. Impresse
agrees, by its receipt of HP Equipment, that all HP Equipment is subject to
the provisions of this Agreement.

2. LOAN TERM FOR PORT. The terms of this Exhibit A with respect to the
HP Equipment will begin as of the Effective Date and run for a term of nine
(9) months (the "Port Loan Term"), unless earlier terminated by HP or
Impresse upon thirty (30) days written notice to the other. HP may in writing
extend the Port Loan Term, or establish a separate Term with respect to
particular items of HP Equipment.

3. USE FOR PORT. Impresse may use the HP Equipment solely in to port
the Impresse Service to the HP-UX computer systems as set forth in the
Agreement. Impresse may not move any HP Equipment from the location specified
in the HP Equipment Schedule without the prior written consent of HP.
Impresse's right to use the HP Equipment is non-transferable.

4. SOFTWARE AND DOCUMENTATION. All software provided with the HP
Equipment is hereby licensed to Impresse under HP's standard Software License
Terms. If Impresse requires a license to use any software other than as
stated in the Software License Terms, that license must be specified in a HP
Equipment Schedule. Any documentation listed in the HP Equipment Schedule is
licensed to Impresse for its use solely for the purposes stated in Section 3
above. If Impresse wishes to make copies of any documentation, it must first
obtain HP's prior written consent.

5. OWNERSHIP. HP retains all right, title and ownership to the HP
Equipment, unless any such HP Equipment is purchased by Impresse. Impresse
hereby nominates and appoints HP as its attorney-in-fact for the sole purpose
of executing and filing, on Impresse's behalf, UCC-1 financing statements
(and any appropriate amendments thereto) or a suitable substitute document
(including this Agreement) under the provisions of the Uniform Commercial
Code for the HP Equipment loaned to Impresse hereunder. If requested by HP,
Impresse will affix any label or marking supplied by HP evidencing HP's
ownership of the HP Equipment. HP may, from time to time, inspect the HP
Equipment. Impresse may not sell, transfer, assign, pledge, or in any way
encumber or convey the HP Equipment or any portion or component of such
equipment.

<PAGE>

6. WARRANTY DISCLAIMER. ALL HP EQUIPMENT IS PROVIDED "AS IS", WITHOUT
WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. Impresse understands that some newly manufactured HP Equipment may
contain remanufactured parts equivalent to new in performance.

7. INDEMNIFICATION. Impresse hereby agrees to defend, indemnify and
hold HP harmless from any claims or suits against HP arising from Impresse's
use of the HP Equipment, including use by its employees, agents or
subcontractors. Impresse will pay all costs, damages, losses and expenses
(including reasonable attorneys' fees) incurred by HP and will pay any award
with respect to any such claim or agreed to in any settlement.

8. MAINTENANCE. During the Term, Impresse will maintain all HP
Equipment in good operating order and condition. All maintenance must be
provided by personnel authorized by HP. HP will provide standard
installation, support and maintenance for the HP Equipment at HP's standard
rates to Impresse during the Term; however, all maintenance costs and
expenses due to Impresse's negligence will be borne by Impresse. Impresse
will be responsible for providing HP personnel ready and safe access to the
HP Equipment for such maintenance and support.

9. RISK OF LOSS. Impresse will bear all risk of loss with respect to
the HP Equipment from receipt until such HP Equipment is returned to HP. All
HP Equipment returned to HP must include the same components as received by
Impresse, and must be in good operating order and condition. Charges may be
imposed by HP if Impresse fails to return the HP Equipment in such condition
or within the return timeframe set forth herein.

10. SHIPPING COSTS. Unless otherwise agreed in writing by HP, Impresse
will be responsible for and pay all delivery, freight and rigging charges,
all taxes and duties, and all other shipping costs and expenses with respect
to the delivery or return of any HP Equipment hereunder.

11. LIMITATION OF LIABILITY. HP WILL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF THIS EXHIBIT A OR
IMPRESSE'S USE OF THE HP EQUIPMENT.

12. TERMINATION. Upon expiration or earlier termination of the Port Loan
Term, Impresse will return to HP all HP Equipment within 10 work days. HP may
permit Impresse to purchase certain items of the HP Equipment upon
termination under the purchase terms set forth below. In the event that
Impresse is permitted to purchase any of the HP Equipment and fails to return
that Equipment to HP upon expiration of the Port Loan Term within such 10-day
period, Impresse will be deemed to have elected to purchase the HP Equipment,
and HP will invoice Impresse accordingly.

<PAGE>

EXHIBIT B

PROJECT SCHEDULE

------ --------------------------------------------- --------------------------------
DELIVERABLE DUE DATE
------ --------------------------------------------- --------------------------------
<S> <C> <C>
A Impresse requests shipment of Within 1 month of Effective Date
equipment specified in Exhibit A
------ --------------------------------------------- --------------------------------
B HP 9000 Servers identified in ASAP after item A due date.
Exhibit A delivered to Impresse
------ --------------------------------------------- --------------------------------
C Launch Date September 6, 1999
------ --------------------------------------------- --------------------------------
D Port of Impresse Service to HP-UX Within 6 months of item B due
complete (including QA and testing) date.
------ --------------------------------------------- --------------------------------
E Impresse Service operating on HP- Within 8 months of item B due
UX platform as set forth in Section date.
3.1
------ --------------------------------------------- --------------------------------

</TABLE>

<PAGE>

EXHIBIT C

ACCOUNT MANAGERS

Impresse HP
<S> <C>
Name Brett E. Battles, Ph.D. Name Betsy Youngdahl/Alix Gotthard

Address 1309 South Mary Avenue Address 19111 Pruneridge Avenue, Bldg.
44

Sunnyvale, CA 94087 Cupertino, CA 95014

Telephone Number 408 530 2026 Telephone Number 408 447 3115

Fax Number 408 245 8336 Fax Number 408 447 1917

Email Address [email protected] EmailAddress [email protected],
[email protected]

</TABLE>

<PAGE>

[CONFIDENTIAL TREATMENT REQUESTED]

EXHIBIT D
PRODUCT DISCOUNTS

A. Impresse will receive the following discounts on the Products indicated
solely on purchases made under this Agreement within one (1) year after
effective date:

PRODUCT DISCOUNT
--------------------------------------------------------------------------------------- ----------------------
<S> <C>
HP9000 Servers
--------------------------------------------------------------------------------------- ----------------------
K, N, V and L class systems and future systems of similar size and performance [*]
--------------------------------------------------------------------------------------- ----------------------
A, R class systems and future systems of similar size and performance [*]
--------------------------------------------------------------------------------------- ----------------------

</TABLE>

B. HP will provide Impresse with an enterprise storage solution at a
maximum per MB rate of [*]. This negotiated price point is based upon the
purchase by Impresse of a fully configured XP256 disk array with the
following components and features:

1 - XP256 DKC
4 - XP256 DKU
9.2 TB Raw Capacity
8.1 TB Usable Capacity
62 - 36.9GB Array Groups
8 - 1 GB cache
4 - 128MB shared memory
4 - ACP pairs
2 - CHIP pair
1 - LUN Configuration Mgr XP
1 - Business Copy XP
1 - RAID Mgr XP
1 - LUN Configuration Manager XP
1 - Remote Control XP

Note: The 36.9GB disk drives quoted are to be replaced with 45GB disk
drives upon product availability.

The total price for the proposed XP256 Disk Array is [*] (i.e., [*]). The
initial purchase for the configured XP256 will be [*]. The terms provided in
this paragraph B will apply only to a purchase of an enterprise storage
solution prior to one (1) year after the Effective Date.

C. HP reserves the right to add products to this Exhibit D as they become
available on HP's corporate price list, and likewise, HP reserves the right
to delete products off of this Exhibit D as they are obsoleted from HP's
corporate price list.

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

<PAGE>

EXHIBIT E16
HP TERMS AND CONDITIONS OF SALES AND SERVICES

HP's sale of Products and Support and HP's license of Software are
governed by these HP Terms and Conditions of Sale and Service.

1. PRICES

a) Prices include Delivery charges, unless otherwise indicated on the
quotation, and are valid for the period indicated on the quotation or
for the applicable purchase agreement ordering period, whichever expires
first. Prices remain valid for 180 days from the original order date
unless otherwise indicated on the quotation. Change orders that extend
Delivery beyond those validity periods become new orders at prices in
effect when HP receives the change orders. Support prices, except for
Custom and prepaid Support, may be changed by HP upon 60 days written
notice.

b) Prices are exclusive of, and Impresse will pay, applicable sales, use,
service, value added or like taxes, unless Impresse has provided HP with
an appropriate exemption certificate for the Delivery jurisdiction.

2. ORDERS

a) Impresse will specify Ship To addresses within the country where the
order is placed, unless otherwise agreed.

b) Impresse may cancel orders for Products (except Custom Products) prior
to shipment at no charge. Impresse will pay all charges for returning
Products to HP's shipping location if Product orders are cancelled after
shipment.

3. DELIVERY

HP will make reasonable efforts to meet Impresse's Delivery requirements.
If HP is unable to meet Impresse's Delivery requirements, alternative
arrangements may be agreed. In the absence of such agreement, Impresse's
sole remedy is to cancel the order.

4. SHIPMENT AND RISK OF LOSS

HP will ship according to HP's standard commercial practice, and risk of
loss and damage will pass to Impresse at Ship To address. If special
packing or shipping instructions are agreed, charges will be billed
separately to Impresse, and risk of loss and damage will pass to Impresse
on delivery to Impresse's carrier.

5. INSTALLATION AND ACCEPTANCE

a) Product installation information is available with Products, on
quotations or upon request. Installation by HP, when included in the
purchase price, is complete when the Product passes HP's installation
and test procedures.

b) For Products with installation included in the purchase price,
acceptance by Impresse occurs upon completion of installation by HP. For
Products without installation included in the purchase price, acceptance
by Impresse occurs upon Delivery, and will be presumed unless Impresse
demonstrates within 14 days after Delivery that the Product does not
pass HP's established test procedures or programs.

c) If Impresse schedules or delays installation by HP more than 30 days
after Delivery, Impresse acceptance of the Product(s) will occur on the
31st day after Delivery.

6. PAYMENT

a) Payment terms are subject to HP credit approval. Payment is due 30 days
from HP's invoice date. Invoices for contractual support services and
maintenance will be issued in advance of the Support period. HP may
change credit or payment terms at any time when, in HP's opinion,
Impresse's financial condition, previous payment record, or the nature
of Impresse's relationship with HP so warrants.

<PAGE>

b) HP may discontinue performance if Impresse fails to pay any sum due, or
fails to perform under this or any other HP agreement if, after 10 days
written notice, the failure has not been cured.

c) Title to hardware Products will pass upon the later of full payment or
Delivery of Products.

7. SUPPORT

a) Impresse may order Support from HP's then current Support offering. Some
Support (and related Products) may not be available in all countries.
Orders for Support are subject to the terms of the Support exhibit or
quotation in effect on the date of order.

b) To be eligible for Support, Products must be at current specified
revision levels and, in HP's reasonable opinion, in good operating
condition.

c) HP may, at no additional charge, modify Products to improve operation,
supportability and reliability, or to meet legal requirements.

d) Relocation of Products is Impresse's responsibility. Relocation may
result in additional Support charges and modified service response
times. Support of Products moved to another country is subject to
availability.

e) HP will provide Support for products not supplied by HP when approved by
HP in writing. HP will provide Support for HP Products when Impresse
allows HP to perform modifications if requested by HP under Section 8.
c) above. Impresse is responsible for removing any products not eligible
for Support to allow HP to perform Support services. If Support services
are made more difficult because of such product(s), HP will charge
Impresse for the extra work at HP's standard rates.

f) Support does not cover any damage or failure caused by:

1) use of non-HP media, supplies and other products; or

2) site conditions that do not conform to HP's site specifications; or

3) neglect, improper use, fire or water damage, electrical
disturbances, transportation by Impresse, work or modification by
people other than HP employees or subcontractors, or other causes
beyond HP's control; or

4) inability of any non-HP products in Impresse's environment to
correctly process, provide or receive date data (i.e.,
representations for month, day, and year), and to properly exchange
date data with the Products supplied by HP.

g) Impresse is responsible for maintaining a procedure external to the
Products to reconstruct lost or altered Impresse files, data or
programs. Impresse will have a representative present when HP provides
Support services at Impresse's site. Impresse will notify HP if Products
are being used in an environment which poses a potential health hazard
to HP employees or subcontractors; HP may require Impresse to maintain
such Products under HP supervision.

h) Impresse may delete Products under Support or cancel Support orders upon
30 days written notice. Upon 60 days written notice, HP may cancel
Support orders or delete Products no longer included in HP's Support
offering.

8. LICENSES

"Use" means storing, loading, installing, executing or displaying Software
on a Device.

"Software License" means the Use authorization(s) for the Software
specified by HP in its quotation, invoice or other documentation. Each
Software License has a corresponding License Fee.

"License Fee" means the fee or fees designated by HP for Use of Software.
Different License Fees may apply to particular Software if more than one
Software License is available for that Software.

a) In return for the License Fee, HP grants Impresse a non-exclusive
license to Use the Software listed in Impresse's order in conformance
with the applicable Software License. Details of the types of Software
Licenses offered are available from HP on request. If no Software
License is specified, then, in return for the applicable fee, HP grants
Impresse a license to Use one copy of the Software on one Device at any
one time. All Software Licenses will be perpetual unless terminated,
transferred or otherwise specified.

If Impresse is an HP authorized reseller, Impresse may sublicense the
Software to an end-user for its Use, or (if applicable) sublicense the
Software to an HP authorized reseller for subsequent distribution to an
end-user for its Use. These sublicenses must incorporate

<PAGE>

the terms of this Section 10 in a written sublicense agreement, which
will be made available to HP upon request.

b) Unless otherwise permitted by HP, Impresse may only make copies or
adaptations of the Software for archival purposes or when copying or
adaptation is an essential step in the authorized Use of the Software on
a backup Device, provided that copies and adaptations are used in no
other manner and provided further that the Use on the backup Device is
discontinued when the original or replacement Device becomes operable.

c) Impresse must reproduce all copyright notices in or on the original
Software on all permitted copies or adaptations. Impresse may not copy
the Software onto any public or distributed network.

d) Bundled Software or Firmware provided to Impresse may only be used when
operating the associated Device in configurations as sold or
subsequently upgraded by HP. Impresse may transfer Firmware only upon
transfer of the associated Device.

e) Updates, upgrades or other enhancements are available under HP Support
agreements. HP reserves the right to require additional licenses and
fees for Use of the Software on upgraded Devices.

f) The Software is owned and copyrighted by HP or by third party suppliers.
Impresse's license confers no title or ownership and is not a sale of
any rights in the Software, its documentation, or the media on which
they are recorded or printed. Third party suppliers may protect their
rights in the Software in the event of any infringement.

g) Impresse will not disassemble or decompile the Software without HP's
prior written consent. Where Impresse has other rights under statute,
Impresse will provide HP with reasonably detailed information regarding
any intended disassembly or decompilation. Impresse will not decrypt the
Software unless necessary for legitimate use of the Software.

h) Impresse's Software License is transferable subject to HP's prior
written authorization and payment to HP of any applicable fees. Impresse
will immediately upon transfer deliver all copies of the Software to the
transferee. The transferee must agree in writing to the terms of
Impresse's license. All license terms will be binding on involuntary
transferees, notice of which is hereby given. Impresse's license will
automatically terminate upon transfer.

i) HP may terminate Impresse's or any transferee's or sublicensee's
Software License upon notice for failure to comply with any applicable
license terms. Immediately upon termination, the Software and all copies
of the Software will be destroyed or returned to HP. Copies of the
Software that are merged into adaptations, except for individual pieces
of data in Impresse's or transferee's or sublicensee's data base, will
be removed and destroyed or returned to HP. With HP's written consent,
one copy of the Software may be retained subsequent to termination for
archival purposes.

j) If the Software is licensed for use in the performance of a U.S.
government prime contract or subcontract, Impresse agrees that Software
is delivered as "Commercial computer software" as defined in DFARS
252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS
252.227-7014 (Jun 1995), or as a "commercial item" as defined in FAR
2.101(a), or as "Restricted computer software" as defined in FAR
52.227-19 (Jun 1987), whichever is applicable. Impresse agrees that the
regulations and obligations in Exhibit U1 apply to all such Software and
that the Software is adequately marked when the Restricted Rights legend
in Exhibit U1 is affixed to the Software media. Impresse further agrees
that the Software has been developed entirely at private expense.

9. GENERAL

a) Transactions may be conducted through Electronic Data Interchange
("EDI") or other electronic methods, as agreed.

b) HP will not be liable for performance delays or for non-performance, due
to causes beyond its reasonable control.

g) Provisions herein which by their nature extend beyond the termination of
any sale or license of Products or Support will remain in effect until
fulfilled.

h) Impresse's purchase or license of Products and Support will constitute
Impresse's acceptance of these HP Terms and Conditions of Sale and
Service, which may not be changed except by an amendment signed by an
authorized representative of each party.

<PAGE>

EXIBIT SS
HP SYSTEM SUPPORT OPTIONS

HP System Support Options are governed by this Exhibit and the (HP)
Terms and Conditions of Sale and Service or HP Business Terms.

1. SERVICES INCLUDED

HP System Support Options are offered in one year and three year
increments. HP System Support Options provide the following features for HP
Products. Not all of the features are offered with every option or
supported Product. Features for each option will be provided as described
in the specifications sheet for HP System Support Options. Some service
features have prerequisites. Service features may include one or more of
the following:

- On-site hardware support during warranty
- Flexible call submittal
- Phone-in software assistance
- License to Use software updates
- Software media and documentation updates
- HP SupportLine electronic support
- Escalation management
- Remote support (for selected HP Products)
- HP PowerPatch tapes (for selected HP Products)
- Assigned account support engineer
- Assigned HP Response Center account advocate
- Patch management assistance
- Operational reviews
- System release planning seminars and assistance
- Installation of software updates
- Installation, configuration, and verification of systems and network

2. PREREQUISITES

HP reserves the right to make the final judgment as to whether Impresse
adequately meets the prerequisites for HP System Support Options outlined
in this exhibit.

a. MINIMUM SYSTEM CONFIGURATION. Except for systems capable of diagnostic
self-test, HP System Support Options require, at a minimum, that a
system include a central processing unit (CPU), a peripheral capable of
reading standard HP diagnostics and verification tests, and a peripheral
that allows HP to interact fully with the covered Products.

b. UNIFORM COVERAGE. All Products that constitute the minimum system
configuration must be covered at the same HP System Support Options
service level.

Options 0S0 - 0S6 AND 3Y0 - 3Y6 may not be combined on the same contract
for software-only Products.

c. CONNECTORS AND CABLES. All Products covered by HP System Support Options
must be interconnected by cables or connectors listed in the appropriate
Manufacturer's HP documentation as compatible with the CPU. For HP
Products not meeting this requirement, service is available at HP's
standard service rates.

d. SOFTWARE SUPPORT. All HP systems for which execution of diagnostic tests
is software-dependent must, at a minimum, be covered by an HP System
Support option that provides periodic software updates.

e. COVERAGE REQUIREMENTS. For HP System Support Options orders that include
software support, all systems supported by one system manager, except PC
systems, must be covered by an HP System Support Option or by an
existing contractual HP software support service.

f. RIGHT TO COPY DOCUMENTATION. Impresse may copy documentation updates for
use with other systems covered by an HP System Support option that
provides software support.

g. SOFTWARE LICENSES. Impresse can purchase HP System Support Options only
for HP Software for which Impresse has rightfully acquired an
appropriate HP Software License.

h. SOFTWARE AND DOCUMENTATION UPDATES. For each software product covered
under HP System Support service, Impresse must select, if applicable, at
least one copy of software and documentation by designating the
appropriate media options. This prerequisite does not apply to PC
systems, except PC software whose functionality depends on software that
resides on systems covered by HP System Support Options.

<PAGE>

i. DESIGNATED CALLERS AND TRAINING REQUIREMENTS. The following contacts for
HP must be designated and trained through completion of the appropriate
HP training courses as defined by HP: system manager and alternate;
after normal business hours authorized caller; if applicable, network
operator and alternate; if applicable, application software manager and
alternate; and if applicable, additional HP Response Center callers.
Only the designated callers can use the HP Response Center.

i. ORDERING OPTIONS. For HP System Support Options that provides software
support, Impresse must purchase the HP System Support service product
option(s) that correspond to Impresse's processor, maximum number of
users for the supported HP system, and application software.

j. REMOTE SUPPORT. For HP to provide remote support, Impresse must give
authorization and provide access to a qualified modem, as well as access
to one voice-grade telephone and one data-quality telephone line or
network with terminations near the system. For Support using either the
High Availability Observatory or remote network support tools, Impresse
must allow HP to install and provide HP adequate space for and access to
an HP-owned workstation, as well as provide a dedicated ISDN line and an
Internet e-mail connection, and for High Availability Observatory, an HP
or Impresse-owned router. For services with a call to repair commitment
on network interconnect devices, Impresses must also provide an
alternative, non-dedicated data-quality telephone line and modem or a
network connection to the console port of the network device. If HP
cannot access a system remotely, HP may charge standard service rates if
on-site service is needed.

k. HP ELECTRONIC SUPPORT CENTER. HP Electronic Support Center is available
via the WorldWide Web. With a Web Browser, Impresse can access the HP
Electronic Support Center. FTP access is required for some electronic
services. Designated callers who submit HP Response Center calls via HP
Electronic Support center must meet the same training requirements as
the system manager.

l. MINIMUM NETWORK CONFIGURATION. Impresse must have at least one system
on the network covered under HP System Support Service.

m. COUNTRY BOUNDARIES. All systems supported by one system manager must
be located within the same country.

n. PRIORITY PLUS SUPPORT. Products may be covered by the Priority Plus
hardware service level if HP System Support Options charges for a site
exceed a minimum amount. If remote support is available on the Products,
Impresse must allow remote access to receive Priority Plus Support.

o. ELIGIBILITY. For certain coverage levels, Impresse must meet the
HP-specified minimum monthly billing to be eligible.

3. SERVICE LIMITATIONS

a. HARDWARE, SOFTWARE, AND NETWORK SUPPORT. Any services involving
hardware, software or network-related problems not covered by the
contractual service ordered will be subject to HP's standard service
rates.

b. MAXIMUM USE LIMITATIONS. Products operated in excess of their maximum
usage rate (as specified in the Product's data sheet or operating
manual) cannot be covered by HP System Support Options, but can be
serviced at HP's standard service rates.

c. OBSOLETE PRODUCTS. HP may cover obsolete hardware and software products
that are beyond their specified support period using reasonable efforts
as determined by HP.

d. INTERFACES AND ACCESSORIES. HP may cover cables, connectors,
accessories, and interfaces under the same hardware service level
purchased for the Products with which they are used.

e. SUPPORTED SOFTWARE VERSIONS. Unless otherwise specified by HP, HP
provides contractual support only for the current and immediately
preceding versions of HP Software, and only when the Software is used
with hardware that is included in HP-specified configurations. If
support coverage lapses, additional fees may be required to resume
support coverage. HP will support specified versions of selected non-HP
Software, but will not support the Software any longer than the vendor
supports it. For non-HP Software, HP provides contractual support only
for Software versions that are documented as supported on specified
configurations.

f. NON-HP SOFTWARE. Support for non-HP Software covered by HP contractual
support services is limited, unless otherwise specified by HP, to
telephone assistance and, if available to HP from the third-party
software vendor, patches, workarounds, and updates. HP's decision on how
long to offer HP Support on selected versions of non-HP Software is
final.

<PAGE>

g. NON-HP PRODUCTS. HP is not liable for the performance or non-performance
of third-party software vendors, their products, or their support
services including design flaws in and/or incompatibility with non-HP
products.

h. HP SOFTWARE ON NON-HP SYSTEMS. HP System Support Options for specified
HP Software Products used with designated non-HP systems provides the
following features: phone-in assistance, software problem reporting, HP
Electronic Support Center, HP information access and call submittal,
license for software updates, and patches.

i. ESCALATION MANAGEMENT. On-site assistance for critical software problems
is limited to systems supported by one system manager and situated
within a 12.5 mile (20 kilometers) radius of each other. Systems
situated beyond this limit that require on-site assistance will be
subject to additional charges at HP's standard service rates.

j. ACCESS TO THE HP RESPONSE CENTER. HP Response Center use is limited to
the system manager for the operating system and subsystem software; if
applicable, the network operator for the network; if applicable, the
application software manager(s) for each family of HP application
software; and, if purchased, the after-hours coverage system manager,
and additional HP Response Center callers. In the absence of any of
these managers, the HP Response Center is available to their designated
alternates.

k. SOURCE CODE SUPPORT. For HP source code software covered under HP System
Support Options, assistance is limited to problems that can be
duplicated on the current version of the object code of the particular
software. HP charges Impresse at HP's standard service rates for any
other assistance required.

l. HP PREDICTIVE SUPPORT AND HP HIGH AVAILABILITY OBSERVATORY (SELECTED
SYSTEMS). HP is not responsible if HP Predictive Support Software or HP
High Availability Observatory does not identify, track, or remedy system
or peripheral problems prior to actual occurrence.

m. NETWORK SOFTWARE COVERAGE WITHOUT NETWORK SUPPORT. Support for HP
network software that provides multivendor node connectivity is limited
to product-usage and problem-solving assistance and software update
materials, unless network support is purchased.

n. TRAVEL ZONES. Impresse sites located beyond 100 miles (160 kilometers)
of a primary HP Support Responsible Office may be subject to travel
charges, longer response times, reduced restoration or repair
commitments and reduced coverage hours as specified in HP's Worldwide
Impresse Support Travel and Office Directory. Availability of some
coverage levels is based on distance from a primary HP Support
Responsible Office.

o. EXCLUSIONS. HP System Support Options do not include assistance that
involves program development, coding, isolation of coding problems,
implementation assistance, data recovery regardless of the cause of data
loss or hardware malfunctions and problems or investigation time
relating to the use of privileged mode code on HP 3000 systems. HP
System Support Options do not include consulting unless a consulting
option has been purchased. HP System Support Options are not a
substitute for any formal training offered by HP.

p. AVAILABILITY. Some HP System Support Options service features and
coverage levels are subject to local availability.

q. CONSUMABLES, USER REPLACEABLE PARTS, AND MAINTENANCE KITS. HP System
Support services do not include the provision and installation by HP of
consumables, user replaceable parts or maintenance kits.

r. OUT OF COVERAGE HOURS. Impresse requests for hardware and software
support services or installation and configuration services scheduled
after HP's normal business hours may be subject to local availability
and additional charges.

4. IMPRESSE RESPONSIBILITIES

a. PRODUCT LIST. Impresse must maintain and provide to HP a current list of
products supported under HP System Support service.

b. ACCESS. Impresse must provide HP with the following:

1) Access to the Products covered under HP System Support Options

2) Adequate working space and facilities within a reasonable distance
of the Products

3) Access to and use of all information, internal resources, and
facilities determined necessary by HP to service the Products

4) For the Schedule support level, Impresse must designate a single
work area acceptable to HP at Impresse site. This area must include
shelves or racks for incoming and outgoing products, adequate open
bench work space, adequate power and lighting, and

<PAGE>

access to a telephone. Before having a product serviced under the
scheduled support level, Impresse must:

a) Maintain a written log of model number, serial number, and
current failure symptoms and be prepared to provide this
information to HP upon request before the scheduled visit

b) Locate all failed units to be repaired during a scheduled visit
at the designated work area before the HP Impresse engineer
arrives

c) Call HP the workday before the day of the scheduled visit to
provide information regarding the number and type of products
requiring repair

c. OPERATING PROCEDURES. Impresse must follow routine operating procedures
as specified in the HP manufacturer's product operating manual.

d. USAGE-LEVEL CHARGES. Impresse must allow HP to install or remove usage
meters on specified electromechanical devices. Usage charges may be
invoiced separately.

e. DIAGNOSTIC/MAINTENANCE SOFTWARE (SELECTED SYSTEMS). Impresse must allow
HP to keep system and network diagnostic and maintenance programs
resident on Impresse's system or site for the exclusive purpose of
performing diagnostics and maintenance. Prior to submitting a software
problem report to HP, Impresse may be required to assist HP in running
these HP-supplied programs. Impresses with HP High Availability
Observatory or with HP Predictive Support Software must use the
electronic data transfer capability it provides to inform HP of events
identified by the Software. Impresse acknowledges that Impresse has no
ownership interest in diagnostic software provided by HP and that HP may
remove these diagnostic programs and any HP-loaned modems upon
termination of HP System Support Options.

f. SERVICE REQUESTS. Prior to placing a service request with HP, Impresse
may be required to run HP-supplied diagnostic programs.

g. REVISION LEVELS. Impresse must maintain all associated system hardware
and firmware, except PC systems, at the latest HP-specified
configuration and code revision level. For PC systems, Impresse must
maintain all associated system hardware and firmware at a revision level
specified by HP. Impresse must maintain HP-supported non-HP Software at
a code revision level specified by HP.

h. TELECOMMUNICATIONS CHARGES. Impresse is responsible for all
telecommunications charges associated with using HP Electronic Support
Center and with installing and maintaining ISDN links to HP Response
Centers.

i. TEMPORARY PROCEDURES. Impresse is responsible for implementing temporary
procedures or workarounds while permanent solutions are being sought.

j. YEAR 2000 PREPARATION. Impresse must ensure that its environment is Year
2000 compliant. HP System Support Service coverage is limited to the
ability of HP branded products specified as Year 2000 compliant to
correctly process, provide, or receive date data (i.e., representations
for month, day and year). Impresse must promptly apply and test in its
environment all Year 2000 updates and patches made available by HP. HP
System Support service does not cover the inability of products not
manufactured by HP and non-compliant HP products to correctly process,
provide, or receive date data or the inability of these products to
properly exchange date data with any products covered by HP System
Support service.

5. SOFTWARE LICENSE AND COPYRIGHTS

a. UPDATES.

1) HP grants Impresse a license to use software updates provided by HP
under an HP System Support Option.

2) In addition, HP grants Impresse a license to use and copy one copy
of the updates received from HP for each HP Software Product license
for which Impresse has purchased an HP System Support Option that
provides software support. The license to copy updates on additional
systems is not available for HP 9000 Series 1500 systems.

3) Impresse agrees that the license to use and copy of the updates is
governed by the HP Software License Terms (Exhibit E36) in effect on
the date HP ships the update to Impresse. The HP Software License
Terms are a part of this Exhibit.

b. HP UPDATE OWNERSHIP. Impresse acknowledges that it does not own and has
no right to, title to, or interest in the updates except as set forth in
the HP Software License Terms.

c. COPYRIGHT AND TRADEMARK NOTICES. Impresse agrees to reproduce and
conspicuously affix those copyright and trademark notices from the
original software or documentation on each

<PAGE>

copy of an update that Impresse makes or obtains from an electronic
data source, such as HP Electronic Support Center support.

6. MISCELLANEOUS

a. CANCELLATION. If HP System Support Options are canceled, Impresse will
receive a prorata refund only for the unused prepaid services. Charges
for HP System Support Options cover a 12 month period for one year
options and a 36 month period for three-year options.

b. FINANCING. If HP System Support Options are financed as part of an HP
Financing Agreement, the HP Financing Agreement terms and conditions
regarding cancellation will govern.

c. SUBCONTRACTORS. Notwithstanding anything to the contrary in HP Terms and
Conditions of Sale and Service, HP reserves the right and Impresse
consents to HP's use of subcontractors to assist in the provision of HP
System Support service as HP deems appropriate, without notice to
Impresse.

d. REPLACEMENT PARTS. Replacement parts provided under HP System Support
service may include new parts, equivalent to new parts, parts that are
functionally equivalent to or better than the replaced part, or whole
unit replacements. Replacement parts may or may not be manufactured in
Trade Agreement Act compliant countries.

<PAGE>

ASSIGNMENT OF LEASE

<TABLE>
<CAPTION>
RECITALS
<S> <C>
Section 1. Assignment
Section 2. Payment for Assignment
Section 3. Assumption of Lease Obligations
Section 4. Assignor's Covenants
Section 5. Lease Security Deposit
Section 6. Assignment Security Deposit
Section 7. Brokers
Section 8. Condition of Premises
Section 9. Landlord's Expenses
Section 10. Successors and Assigns
Section 11. Governing Law

Exhibit A. Original Lease
Exhibit B. First Amendment of Lease
</TABLE>

This Assignment of Lease ("ASSIGNMENT") is made as of December 1,
1998 between JUNGLEE CORP., a Delaware corporation ("ASSIGNOR"), and IMPRESSE
CORPORATION, a California corporation ("ASSIGNEE").

RECITALS

A. DE ANZA PROPERTIES, a California limited partnership as
landlord ("LANDLORD"), and Assignor, as lessee, executed a lease dated as of
May 15, 1998 ("ORIGINAL LEASE"), a copy of which is attached and incorporated
by reference as Exhibit A, pursuant to which Landlord leased to Assignor and
Assignor leased from Landlord certain premises ("PREMISES") described in the
Original Lease and located on property commonly known as 1309 South Mary
Avenue, Sunnyvale, California for a term commencing on June 15, 1998 and
ending on June 14, 2005, subject to earlier termination as provided in the
Original Lease.

B. The Original Lease was amended by a first amendment of lease,
dated as of December 1, 1998 ("FIRST AMENDMENT OF LEASE"), a copy of which is
attached and incorporated by reference as Exhibit B.

C. The Original Lease and the First Amendment of Lease are
hereinafter collectively referred to as the "LEASE."

D. Assignor desires to assign the Lease to Assignee, and Assignee
desires to accept the assignment of the Lease from Assignor and assume
obligations under the Lease.

<PAGE>

Therefore, for good and valuable consideration, the receipt
and adequacy of which are acknowledged, Assignor and Assignee agree as
follows:

SECTION 1. ASSIGNMENT

Assignor hereby assigns and transfers to Assignee all of Assignor's
right, title, and interest in the Lease and Assignee hereby accepts from
Assignor all of Assignor's right, title, and interest, subject to the terms
and conditions set forth in this Assignment.

SECTION 2. PAYMENT FOR ASSIGNMENT

In exchange for Assignor's assignment of the Lease to Assignee,
Assignee shall make the following payments for each of the first six (6)
months commencing with the date first above written: (i) the amount of
$6,000/month to Assignor, and (ii) the amount of $6,000/month to Landlord.
Each such payment shall be made on or before the tenth (10th) day of the
calendar month immediately following the calendar month to which the payment
in question relates. In the event that a payment is not made in full on or
before such tenth (10th) day, then any unpaid balance shall bear interest at
the lesser of ten percent (10%) per annum or the highest legally permissible
rate calculated from such tenth (10th) day to the date of payment. In the
event Assignor or Landlord is required to pursue legal action to collect any
overdue amount, Assignee shall be liable to Assignor or Landlord, as the case
may be, for its legal expenses incurred in connection therewith including
reasonable attorneys' fees.

Assignee's payment obligations under this Section 2. shall cease
with respect to months subsequent to the expiration or termination of the
Term of the Lease.

SECTION 3. ASSUMPTION OF LEASE OBLIGATIONS

Assignee assumes and agrees to perform and fulfill all the terms,
covenants, conditions, and obligations required to be performed and fulfilled
by Assignor as lessee under the Lease, including the making of all payments
due to or payable on behalf of Landlord under the Lease as they become due
and payable.

SECTION 4. ASSIGNOR'S COVENANTS

(a) Assignor covenants that the copy of the Lease attached as
Exhibit A is a true and accurate copy of the Lease as of the date first
written above and that there exists no other agreement affecting Assignor's
tenancy under the Lease.

(b) Assignor covenants that as of the date first written above the
Lease is in full effect and no defaults exist under the Lease, nor any acts
or events which, with the passage of time or the giving of notice or both,
could become defaults.

SECTION 5. LEASE SECURITY DEPOSIT

Within five (5) days from Assignee's receipt of a copy of this
Assignment which has been executed by both Assignor and by Landlord to signify
that its consent has been given

2
<PAGE>

("CONSENT OF LANDLORD"), Assignee shall pay Assignor $150,000 in cash in the
form of a bank check in exchange for Assignor's assignment to Assignee of all
of Assignor's right, title and interest in the $150,000 security deposit
provided for in paragraph 1.9 of the Lease ("LEASE SECURITY DEPOSIT").
Assignor's assignment, transfer, conveyance and set over of all its right,
title and interest in the Lease Security Deposit will become effective upon
Assignor's receipt of the $150,000 in cash in the form of a bank check as
provided for in the immediately preceding sentence. Landlord may conclusively
presume that the assignment of Assignor's interest in the Lease Security
Deposit has taken effect unless Assignor delivers written notice to the
contrary to Landlord no later than ten (10) business days after Assignor's
receipt of a copy of the Consent of Landlord.

SECTION 6. ASSIGNMENT SECURITY DEPOSIT

Within five (5) days from Assignee's receipt of a copy of the
Consent of Landlord, Assignee shall cause to be delivered to Assignor all
right, title, and interest in a payment bond certificate at the Union Bank of
California in the face amount of $150,000 ("FIRST PAYMENT BOND CERTIFICATE").
Upon the occurrence of a default by Assignee, including, without limitation,
any of Assignee's obligations under the Lease, in respect to any of the
terms, provisions, covenants or conditions of this Assignment, Assignor shall
thereupon be entitled to draw down on the First Payment Bond Certificate a
draw of one hundred percent (100%) of any amount required by Assignor to
remedy Assignee's default plus an additional amount to compensate Union Bank
of California for any early withdrawal penalty. Assignor shall be entitled,
without prejudice to any other remedy, to apply the proceeds of that portion
of the First Payment Bond Certificate so drawn to satisfy any obligation of
Assignee and any early withdrawal penalty. Within ten (10) days of any draw
on the First Payment Bond Certificate, Assignee shall replenish the First
Payment Bond Certificate to its previous amount by arranging for the issuance
of a new First Payment Bond Certificate. Within five (5) business days after
any drawing down upon the First Payment Bond Certificate, Assignor shall
deliver to Assignee a written certificate signed by an authorized
representative of Assignor describing in reasonable detail the reasons for
the draw down in question. If Assignor fails to deliver such written
certificate by the end of such fifth (5th) business day, then it shall
immediately pay to Assignee the full amount of the draw down together with
interest computed from the date of the draw down to the date of repayment on
the unpaid balance at the interest rate of the lesser of ten percent (10%)
per annum or the highest legally permissible rate. Promptly upon termination
of the Lease, Assignor shall pay, or cause to be paid, to Assignee the amount
represented by the First Payment Bond Certificate less any amounts required
to remedy Assignee's defaults under this Assignment, or, alternatively, if no
amounts are required to remedy any Assignee defaults upon termination of the
Lease, Assignor may transfer the First Payment Bond Certificate to Assignee.

SECTION 7. BROKERS

Assignor and Assignee acknowledge that no real estate broker brought
about this assignment transaction. Each party hereby agrees to indemnify the
other party against claims of

3
<PAGE>

any person claiming by, through or under the first party in connection with
this assignment transaction.

SECTION 8. CONDITION OF PREMISES

Assignor represents and warrants that, to Assignor's knowledge, as
of the date first above written (i) the building systems (for example, HVAC,
mechanical, electrical, plumbing, water and gas) are in good working order
and repair, (ii) the Premises are not in violation of any ordinance, rule,
code or regulation of any governmental agency and Assignor has not received
any notice of a possible violation, and (iii) the Premises complies with the
provisions of the Americans with Disabilities Act. Assignor and Assignee
acknowledge that another occupant of the "Building" (as defined in the Lease)
has asserted the right to make exclusive use of the bathrooms located on the
second floor.

SECTION 9. LANDLORD'S EXPENSES

Assignor shall pay Landlord's reasonable and actual expenses
incurred with respect to this request for Consent, subject to the limitations
contained in Paragraph 59.3(2) of the Addendum to the Lease.

SECTION 10. SUCCESSORS AND ASSIGNS

This Assignment shall be binding on and inure to the benefit of the
parties to it, their successors-in-interest, and assigns.

SECTION 11. GOVERNING LAW

This Assignment shall be governed by and construed in accordance
with California law.

The parties have executed this Assignment as of the date first
above written.

Assignor: JUNGLEE CORP.

By: /s/ [ILLEGIBLE]
------------------------------
Title: Treasurer
----------------------------

Assignee: IMPRESSE CORPORATION

By: /s/ [ILLEGIBLE]
------------------------------
Title: President & CEO
----------------------------

4
<PAGE>

CONSENT OF LANDLORD

The undersigned, as Landlord under the Lease, consents to this
Assignment of the Lease to Assignee, provided, however, that notwithstanding
this Assignment and the undersigned's consent to this Assignment, Assignor
shall remain primarily obligated as tenant under the Lease and the
undersigned does not waive or relinquish any rights under the Lease against
Assignor or Assignee.

DE ANZA PROPERTIES,
a California limited partnership

By: /s/ [ILLEGIBLE]
-----------------------------------
Title: Managing Partner
---------------------------------

5
<PAGE>

FIRST AMENDMENT

LEASE

This First Amendment of Lease ("FIRST AMENDMENT") is made and
entered into as of this 1st day of December 1998 by and between DE ANZA
PROPERTIES, a California limited partnership ("LESSOR"), and JUNGLEE CORP., a
Delaware corporation ("LESSEE").

RECITALS

A. Lessor and Lessee entered into a lease, dated as of May 15,
1998 ("LEASE"), covering certain premises located at 1309 South Mary Avenue,
Sunnyvale, California which premises are further described in the Lease.

B. Lessor desires to assign the Lease to Impresse Corporation
("IMPRESSE") by means of an assignment of lease between Lessor and Impresse,
a copy of which assignment of lease is attached hereto as Exhibit A
("ASSIGNMENT OF LEASE").

C. Impresse desires to have Paragraph 66. of the Lease deleted so
that it will not be transferred to Impresse by the Assignment of Lease.

D. Impresse and Lessee desire to have Lessor acknowledge that
Lessor is working, and will continue to work, to resolve the issue with
regard to the second floor bathrooms so that Lessee and Impresse will have
clear rights to use the second floor bathrooms despite assertions by an
occupant of the Building that such occupant has exclusive rights to use the
second floor bathrooms.

NOW, THEREFORE, the parties hereto agree as follows:

FIRST, paragraph 66. of the Lease is hereby deleted;

SECOND, Lessee hereby acknowledges and confirms that the warrant
identified in Paragraph 66. of the Lease (deleted pursuant to the foregoing
paragraph) has been issued to Lessor and Lessee further confirms that this
First Amendment shall have no effect upon Lessor's rights with respect to the
warrant;

THIRD, Lessor has worked diligently, and will continue to work
diligently, to resolve the issue regarding the second floor bathrooms to confirm
that Lessee/Impresse have clear rights to use such second floor bathrooms on a
non-exclusive basis; this Amendment shall

<PAGE>

not, however, be deemed to be an admission by Lessor that Lessor has any
obligation to provide non-exclusive access to the second floor to Lessee or
to Impresse nor shall it be deemed to be an admission by Lessee or by
Impresse that it does not have the right to require Lessor to provide
non-exclusive access to the bathrooms on the second floor; and

FOURTH, this First Amendment shall go into effect at the moment
that assignment of the Lease to Impresse occurs in accordance with the terms
of the Assignment of Lease.

IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed as of the day and year first above written.

DE ANZA PROPERTIES,
a California limited partnership

By: /s/ [ILLEGIBLE]
-----------------------------------
Title: Managing Partner
---------------------------------

JUNGLEE CORPORATION,
a Delaware corporation

By: /s/ [ILLEGIBLE]
-----------------------------------
Title: Treasurer
---------------------------------

2
<PAGE>

STANDARD OFFICE LEASE-NET
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
[LOGO]

1. BASIC LEASE PROVISIONS ("Basic Lease Provisions")

1.1 PARTIES: This Lease, dated, for reference purposes only, MAY 15,
1998 is made by and between DE ANZA PROPERTIES, A CALIFORNIA LIMITED
PARTNERSHIP (herein called "Lessor") and JUNGLEE CORPORATION, A DELAWARE
CORPORATION doing business under the name of JUNGLEE (herein called "Lessee").

1.2 PREMISES: Suite Number(s) 2 floors, consisting of approximately
20,000 square feet, more or less as defined in paragraph 2 and as shown on
Exhibit "A" hereto (the "Premises").

1.3 BUILDING: Commonly described as being located at 1309 SOUTH MARY
AVENUE in the City of SUNNYVALE County of SANTA CLARA State of California as
more particularly described in Exhibit N/A hereto, and as defined in
paragraph 2.

1.4 USE: GENERAL OFFICE subject to paragraph 6.

1.5 TERM: SEVEN (7) YEARS commencing SEE ADDENDUM ("Commencement Date")
and ending SEE ADDENDUM as defined in paragraph 3.

1.6 BASE RENT: SEE ADDENDUM per month, payable on the 1ST day of each
month per paragraph 4.1.

1.7 BASE RENT INCREASE: On SEE ADDENDUM the monthly Base Rent payable
under paragraph 1.6 above shall be adjusted as provided in paragraph 4.3
below.

1.8 RENT PAID UPON EXECUTION: FOURTEEN THOUSAND DOLLARS AND 00/100
CENTS ($14,000.00) for FIRST MONTHS RENT

1.9 SECURITY DEPOSIT: ONE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100
CENTS ($150,000.00)

1.10 LESSEE'S SHARE OF OPERATING EXPENSES: 40% as defined in paragraph
4.2.

2. PREMISES, PARKING AND COMMON AREAS.

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

2.2 VEHICLE PARKING: So long as Lessee is not in default, and subject to
the rules and regulations attached hereto, and as established by Lessor from
time to time, Lessee shall be entitled to rent and use 80 parking spaces in
the Office Building Project at the monthly rate applicable from time to time
for monthly parking as set by Lessor and/or its licensee.

2.2.1 If Lessee commits, permits or allows any of the prohibited
activities describes in the Lease or the rules then in effect, then Lessor
shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove or tow away the vehicle involved and
charge the cost to Lessee, which cost shall be immediately payable upon
demand by Lessor.

2.2.2 The monthly parking rate per parking space will be $0.00 per month
at the commencement of the term of this Lease, and is subject to change upon
five (5) days prior written notice to Lessee. Monthly parking fees shall be
payable one month in advance prior to the first day of each calendar month.

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

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

2.5 COMMON AREAS - CHANGES. Lessor shall have the right, in Lessor's
sole discretion, from time to time:

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

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

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

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

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

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

3. TERM.

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

3.2 DELAY IN POSSESSION. Notwithstanding said Commencement Date, if for
any reason Lessor cannot deliver possession of the Premises to Leasee on said
date and subject to paragraph 3.2.2, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease
or the obligations of Lessee hereunder or extend the term hereof; but in such
case, Lessee shall not be obligated to pay rent or perform any other
obligation of Lessee under the terms of this Lease, except as may be
otherwise provided in this Lease, until possession of the Premises is
tendered to Lessee, as hereinafter declined; provided, however, that if
Lessor shall not have delivered possession of the Premises within sixty (60)
days following said Commencement Date, as the same may be extended under the
terms of a Work Letter executed by Lessor and Lessee, Lessee may, at Lessee's
option, by notice in writing to Lessor within ten (10) days thereafter,
cancel this Lease, in which event the parties shall be discharged from all
obligations hereunder; provided, however, that, as to Lease's obligation,
Lessee first reimburses Lessor for all costs incurred for Non-Standard
Improvements and, as to Lessor's obligations, Lessor shall return any money
previously deposited by Lessee (less any offsets due Lessor for Non-Standard
Improvements); and provided further, that is such written notice by Lessee is
not received by Lessor within said ten (10) day period, Lessee's right to
cancel this Lease hereunder shall terminate and be of no further force or
effect.
Initials /s/ [ILLEGIBLE]
----------------
/s/ [ILLEGIBLE]
----------------

PAGE 1 OF 10 PAGES
<PAGE>

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

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

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

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

4. RENT.

4.1 BASE RENT. Except as may be otherwise expressly provided in this
Lease, Lessee shall pay to Lessor the Base Rent for the Premises set forth in
paragraph 1.6 of the Basic Lease Provisions, without offset or deduction
Lessee shall pay Lessor upon execution hereof the advance Base Rent described
in paragraph 1.8 of the Basic Lease Provisions. Rent for any period during
the term hereof which is for less than one month shall be prorated based upon
the actual number of days of the calendar month involved. Rent shall be
payable in lawful money of the United States to Lessor at the address stated
herein or to such other persons or at such other places as Lessor may
designate in writing.

4.2 OPERATING EXPENSES. Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent, Lessee's Share, as hereinafter defined,
of all Operating Expenses, as hereinafter defined, during each calendar year
of the term of this Lease, in accordance with the following provisions:

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

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

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

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

(bb) All heating, air conditioning, plumbing, electrical
systems, life safety equipment, telecommunication and other equipment used in
common by, or for the benefit of, lessees or occupants of the Office Building
Project, including elevators and escalators, tenant directories, fire
detection systems including sprinkler system maintenance and repair.

(ii) Trash disposal, janitorial and security services.

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

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

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

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

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

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

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

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

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

(e) Lessee's Share of Operating Expenses shall be payable by Lessee
within ten (10) days after a reasonably detailed statement of actual expenses
is presented to Lessee by Lessor. At Lessor's option, however, an amount may
be estimated by Lessor from time to time of Lessee's Share of annual
Operating Expenses and the same shall be payable monthly or quarterly, as
Lessor shall designate, during each calendar year of the Lease form, on the
same day as the Base Rent is due hereunder. In the event that Lessee pays
Lessor's estimate of Lessee's Share of Operating Expenses as aforesaid,
Lessor shall deliver to Lessee within sixty (60) days after the expiration of
each calendar year a reasonably detailed statement showing Lessee's Share of
the actual Operating Expenses incurred during the preceding year. If Lessee's
payments under this paragraph 4.2(e) during said preceding calendar year
exceed Lessee's Share as indicated on said statement, Lessee shall be
entitled to credit the amount of such overpayment against Lessee's Share of
Operating Expenses next falling due. If Lessee's payments under this
paragraph during said preceding calendar year were less than Lessee's Share
as indicated on said statement, Lessee shall pay to Lessor the amount of the
deficiency within ten (10) days after delivery by Lessor to Lessee of said
statement.

4.3 RENT INCREASES.

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

6. USE.

6.1 USE. The Premises shall be used and occupied only for the purpose
set forth in paragraph 1.4 of the Basic Lease Provisions or any other use
which is reasonably comparable or related to those uses and for no other
purpose.

6.2 COMPLIANCE WITH LAW.

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

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

6.3 CONDITION OF PREMISES.

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

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

7. MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

7.1 LESSOR'S OBLIGATIONS. Lessor shall keep the Office Building
Project, including the Premises, interior and exterior walls, roof, and
common areas, and the equipment whether used exclusively for the Premises or
in common with other premises, in good condition and repair; provided,
however, Lessor shall not be obligated to paint, repair or replace wall
coverings, or to repair or replace any improvements that are not ordinarily a
part of the Building or are above then Building standards. Except as provided
in paragraph 9.5, there shall be to abatement of rent or liability of Lessee
on account of any injury or interference with Lessee's business with respect
to any improvements, alterations or repairs made by Lessor to the Office
Building Project or any part thereof. Lessee expressly waives the benefits of
any statute now or hereafter in effect which would otherwise afford Lessee
the right to make repairs at Lessor's expense or to terminate this Lease
because of Lessor's failure to keep the Premises in good order, condition and
repair.

7.2 LESSEE'S OBLIGATIONS.

(a) Notwithstanding Lessor's obligation to keep the Premises in good
condition and repair, Lessee shall be responsible for payment of the cost
thereof to Lessor as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located)
that serves only Lessee or the Premises, to the extent such cost is
attributable to causes beyond normal wear and tear. Lessee shall be
responsible for the cost of painting, repairing or replacing wall coverings,
and to repair or replace any Premises improvements that are not ordinarily a
part of the Building or that are above then Building standards. Lessor may
at its option, upon reasonable notice, elect to have Lessee perform any
particular such maintenance or repairs the cost of which is otherwise
Lessee's responsibility hereunder.

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

7.3 ALTERATIONS AND ADDITIONS.

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

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

(c) Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use in
the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises, the Building or the Office Building
Project, or any interest therein.

(d) Lessee shall give Lessor not less than ten (10) days' notice prior
to the commencement of any work in the Premises by Lessee, and Lessor shall
have the right to post notices of non-responsibility in or on the Premises or
the Building as provided by law. If Lessee shall, in good faith, contest the
validity of any such lien, claim or demand, then Lessee shall, at its sole
expense defend itself and Lessor against the same and shall pay and satisfy
any such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, the Building or the Office
Building Project, upon the condition that if Lessor shall require, Lessee
shall furnish to Lessor a surety bond satisfactory to Lessor in an amount
equal to such contested lien claim or demand indemnifying Lessor against
liability for the same and holding the Premises, the Building and the Office
Building Project free from the effect of such lien or claim. In addition,
Lessor may require Lessee to pay Lessor's reasonable attorneys fees and costs
in participating in such action if Lessor shall decide it is to Lessor's best
interest so to do.

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

(f) Lessee shall provide Lessor with as-built plans and specifications
for any alterations, improvements, additions or Utility Installations.
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7.4 UTILITY ADDITIONS. Lessor reserves the right to install new or
additional utility facilities throughout the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building
Project, including, but not by way of limitation, such utilities as plumbing,
electrical systems, security systems, communication systems, and fire
protection and detection systems, so long as such installations do not
unreasonably interfere with Lessee's use or access to the Common Areas and of
the Premises.

8. INSURANCE; INDEMNITY.

8.1 LIABILITY INSURANCE-LESSEE. Lessee shall at Lessee's expense,
obtain and keep in force during the term of this Lease a policy of
Comprehensive General Liability Insurance utilizing an Insurance Services
Office standard form with Broad Form General Liability Endorsement (GL0404)
or equivalent, in an amount of not less than $1,000,000 per occurrence of
bodily injury and property damage combined or in a greater amount as
reasonably determined by Lessor and shall insure Lessee with Lessor as an
additional insured against liability arising out of the use, occupancy or
maintenance of the Premises. Compliance with the above requirement shall
not, however, limit the liability of Lessee hereunder.

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

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

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

8.5 INSURANCE POLICIES. Lessee shall deliver to Lessor copies of
liability insurance policies required under paragraph 6.1 or certificates
evidencing the existence and amounts of such insurance within seven (7) days
after the Commencement Date of this Lease. No such policy shall be
cancelable or subject to reduction of coverage or other modification except
after thirty (30) days prior written notice to Lessor. Lessee shall at least
thirty (30) days prior to the expiration of such policies, furnish Lessor
with renewals thereof.

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

8.7 INDEMNITY. Lessee shall indemnify and hold harmless Lessor and its
agents. Lessor's master or ground lessor, partners and lenders, from and
against any and all claims for damage to the person or property of anyone or
any entity arising from Lessee's use of the Office Building Project or from
the conduct of Lessee's business or from any activity, work or things done,
permitted or suffered by Lessee in or about the Premises or elsewhere and
shall further indemnify and hold harmless Lessor from and against any and all
claims, costs and expenses arising from any breach or default in the
performance of any obligation on Lessee's part to be performed under the
terms of this Lease or arising from any act or omission of Lessee, or any of
Lessee's agents, contractors, employees or invitees and from and against all
costs, reasonable attorney's fees, expenses and liabilities incurred by
Lessor as the result of any such use, conduct, activity, work, things done,
permitted or suffered, breach, default or negligence, and in dealing
reasonably therewith, including but not limited to the defense of any claim or
any action or proceeding involved therein: and in case any action or
proceeding be brought against Lessor by reason of any such matter. Lessee
upon notice from Lessor shall defend the same at Lessee's expense by counsel
reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in
such defense. Lessor need not have first paid any such claim in order to be
so indemnified Except as provided in paragraph 57 of the Addendum. Lessee,
as a material part of the consideration to Lessor, hereby assumes all risk of
damage to property of Lessee or injury to persons, in upon or about the
Office Building Project arising from any cause and Lessee hereby waives all
claims in respect thereof against Lessor.

8.8 EXEMPTION OF LESSOR FROM LIABILITY. Lessee hereby agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of
income therefrom or for loss of or damage to the goods, wares, merchandise or
other property of Lessee, Lessee's employees, invitees, customers, or any
other person in or about the Premises or the Office Building Project, nor
shall Lessor be liable for injury to the person of Lessee. Lessee's
employees, agents or contractors, whether such damage or injury is caused by
or results from theft, fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures, or from
any other cause, whether said damage or injury results from conditions arising
upon the Premises or upon other portions of the Office Building Project, or
from other sources or places, or from new construction or the repair
alteration or improvement of any part of the Office Building Project, or of
the equipment fixtures or appurtenances applicable thereto. Except as
provided in Paragraph 58 of the Addendum. Lessor shall not be liable for any
damages arising from any act or neglect of any other lessee, occupant or user
of the Office Building Project, nor from the failure of Lessor to enforce the
provisions of any other lease of any other lessee of the Office Building
Project.

8.9 NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no
representation that the limits or forms of coverage of insurance specified in
this paragraph 8 are adequate to cover Lessee's property or obligations under
this Lease.

9. DAMAGE OR DESTRUCTION.

9.1 DEFINITIONS.

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

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

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

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

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

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

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

9.2 PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

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

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

9.3 PREMISES BUILDING TOTAL DESTRUCTION: OFFICE BUILDING PROJECT TOTAL
DESTRUCTION. Subject to the provisions of paragraphs 9.4 and 9.5. If at any
time during the term of this Lease there is damage, whether or not it is an
insured Loss, which falls into the classifications of either (i) Premises

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

9.4 DAMAGE NEAR END OF TERM.

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

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

9.5 ABATEMENT OF RENT; LESSEE'S REMEDIES.

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

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

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

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

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

10. REAL PROPERTY TAXES.

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

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

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

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

10.5 PERSONAL PROPERTY TAXES.

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

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

11. UTILITIES.

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

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

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

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

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

12. ASSIGNMENT AND SUBLETTING.

12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by
operation of law, assign, transfer, mortgage, sublet, or otherwise transfer
or encumber all or any part of Lessee's interest in the Lease or in the
Premises, without Lessor's prior written consent, which Lessor shall not
unreasonably withhold. Lessor shall respond to Lessee's request for consent
hereunder in a timely manner and any attempted assignment, transfer,
mortgage, encumbrance or subletting without such consent shall be void, and
shall constitute a material default and breach of this Lease without the need
for notice to Lessee under paragraph 13.1.

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12.2 LESSEE AFFILIATE. Notwithstanding the provisions of paragraph 12
hereof, Lessee may assign or sublet the Premises or any portion thereof
without Lessor's consent, to any corporation which controls is controlled by
or is under common control with Lessee or to any corporation resulting from
the merger or consolidation with Lessee, or to any person or entity which
acquires all the assets of Lessee as a going concern of the business that is
being conducted on the Premises, all of which are referred to as "Lessee
Affiliate" or substantially all of provided that before such assignment shall
be effective (a) said assignee shall assume, in full, the obligations of
Lessee under this Lease and (b) Lessor shall be given written notice of such
assignment and assumption. Any such assignment shall not, in any way affect
or limit the liability of Lessee under the terms of this Lease even if after
such assignment or subletting the terms of this Lease are materially changed
or altered without the consent of Lessee, the consent of whom shall not be
necessary.

12.3 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

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

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

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

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

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

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

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

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

12.4 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.
Regardless of Lessor's consent, the following terms and conditions shall
apply to any subletting by Lessee of all or any part of the Premises and
shall be deemed included in all subleases under this Lease whether or not
expressly incorporated therein.

(a) Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income arising from any sublease heretofore or
hereafter made by Lessee, and Lessor may collect such rent and income and
apply same toward Lessee's obligations under this Lease, provided however,
that until a default shall occur in the performance of Lessee's obligations
under this Lease Lessee may receive collect and enjoy the rents accruing
under such sublease. Lessee hereby irrevocably authorizes and directs any
such sublessee, upon receipt of a written notice from Lessor stating that a
default exists in the performance of Lessee's obligations under this Lease,
to pay to Lessor the rents due and to become due under the sublease. Lessee
agrees that such sublessee shall have the right to rely upon any such
statement and request from Lessor and that such sublessee shall pay such
rents to Lessor without any obligation or right to inquire as to whether such
default exists and notwithstanding any notice from or claim from Lessee to
the contrary Lessee shall have no right or claim against said sublessee or
Lessor for any such rents so paid by said sublessee to Lessor.

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

(c) In the event Lessee shall default in the performance of its
obligations under this Lease. Lessor at its option and without any
obligation to do so, may require any sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of Lessee under such sublease
from the time of the exercise of said action to termination of such
sublease: provided, however, Lessor shall not be liable for any prepaid rents
or security deposit paid by such sublessee to Lessee or for any other prior
defaults of Lessee under such sublease.

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

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

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

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

13. DEFAULT; REMEDIES

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

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

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

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

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

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

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

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

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

(b) Maintain Lessee's right to possession in which case this Lease shall
continue to effect whether or not Lessee shall have vacated or abandoned the
Premises. In such event Lessor shall be entitled to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent
as it becomes due hereunder.

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

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

13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee
to Lessor of Base Rent, Lessee's Share of Operating Expenses or other sums
due hereunder will cause Lessor to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain.
Such costs include, but are not limited to, processing and accounting
charges, and late charges which may be imposed on Lessor by the terms of any
mortgage or trust deed covering the Office Building Project. Accordingly, if
any installment of Base Rent, Operating Expenses, or any other sum due from
Lessee shall not be received by Lessor or Lessor's designee within ten (10)
days after such amount shall be due, then, without any requirement for notice
to Lessee, Lessee shall pay to Lessor a late charge equal to 3% of such
overdue amount. The parties hereby agree that such late charge The parties
hereby agree that such late charge represents a fair and reasonable estimate
of the costs Lessor will incur by reason of late parment by Lessee Acceptance
of such late charge by Lessor shall in no event constitute a waiver of
Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

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

15. BROKER'S FEE.

16. ESTOPPEL CERTIFICATE.

(a) Each party (as "responding party") shall at any time upon not less
than ten (10) day's prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement
in writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, and
(ii) acknowledging that there are not, to the responding party's knowledge,
any uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied
upon by any prospective purchaser or encumbrancer of the Office Building
Project or of the business of Lessee.

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

(c) If Lessor desires to finance, refinance, or sell the Office Building
Project, or any part thereof, Lessee hereby agrees to deliver to any lender
or purchaser designated by Lessor such customary financial statements of
Lessee as may be reasonably required by such lender or purchaser. Such
statements shall include the past three (3) years' financial statements of
Lessee. All such financial statements shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the purposes
herein set forth, and not disclosed to any third-parties.

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

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

19. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided,
any amount due to Lessor or Lessee not paid when due shall bear interest at
the maximum rate then allowable by law or judgments from the date due.
Payment of such interest shall not excuse or cure any default by Lessee under
this Lease; provided, however, that interest shall not be payable on late
charges incurred by Lessee or Lessor nor on any amounts upon which late
charges are paid by Lessee or Lessor.

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

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

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

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

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

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

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

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

28. COVENANTS AND CONDITIONS. Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

29. BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions
of paragraph 17, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the State where the Office Building Project is located and any
litigation concerning this Lease between the parties hereto shall be
initiated in the county in which the Office Building Project is located.

30. SUBORDINATION.

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

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

31. ATTORNEYS' FEES.

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

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

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

32. LESSOR'S ACCESS.

32.1 On reasonable advance notice, Lessor and Lessor's agents shall have
the right to enter the Premises at reasonable times for the purpose of
inspecting the same, performing any services required of Lessor, showing the
same to prospective purchasers, lenders, or lessees, taking such safety
measures, erecting such scaffolding or other necessary structures, making
such alterations, repairs, improvements or additions to the Premises or to
the Office Building Project as Lessor may reasonably deem necessary or
desirable and the erecting, using and maintaining of utilities, services,
pipes and conduits through the Premises and/or other premises as long as
there is no material adverse effect to Lessee's use or access to the Premises
or the Common Areas. Lessor may at any time place on or about the Premises or
the Building any ordinary "For Sale" signs and Lessor may at any time during
the last 120 days of the term hereof place on or about the Premises any
ordinary "For Lease" signs.

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

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

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

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

Initials: /s/
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/s/
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<PAGE>

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

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

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

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

39. OPTIONS.

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

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

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

39.4 EFFECT OF DEFAULT ON OPTIONS.

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

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

(c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due
and timely exercise of the Option, if, after such exercise and during the
term of this Lease, (i) Lessee fails to pay to Lessor a monetary obligation
of Lessee for a period of thirty (30) days after such obligation becomes due
(without any necessity of Lessor to give notice thereof to Lessee), or (ii)
Lessee fails to commence to cure a default specified in paragraph 13.1(d)
within thirty (30) days after the date that Lessor gives notice to Lessee of
such default and/or Lessee fails thereafter to diligently prosecute said cure
to completion, (iii) Lessor gives to Lessee three or more notices of default
under paragraph 13.1(c), or paragraph 13.1(d), whether or not the defaults
are cured, or (iv) if Lessee has committed any non-curable breach, including
without limitation those described in paragraph 13.1(b), or is otherwise in
default of any of the terms, covenants and conditions of this Lease.

40. SECURITY MEASURES--LESSOR'S RESERVATIONS.

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

40.2 Lessor shall have the following rights on reasonable notice to
Lessee

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

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

(c) To permit any lessee the exclusive right to conduct any business as
long as such exclusive does not conflict with any rights expressly given
herein or the Lessee's use of the Premises.

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

40.3 LESSEE SHALL NOT:

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

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

41. EASEMENTS.

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

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

42. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the
provisions hereof, the party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such
payment shall not be regarded as a voluntary payment, and there shall survive
the right on the part of said party to institute suit for recovery of such
sum. If it shall be adjudged that there was no legal obligation on the part
of said party to pay such sum or any part thereof, said party shall be
entitled to recover such sum or so much thereof as it was not legally
required to pay under the provisions of this Lease.

43. AUTHORITY. If Lessee is a corporation, trust, or general or limited
partnership, Lessee, and each individual executing this Lease on behalf of
such entity, represent and warrant that such individual is duly authorized to
execute and deliver this Lease on behalf of said entity. If Lessee is a
corporation, trust or partnership, Lessee shall, within thirty (30) days
after execution of this Lease, deliver to Lessor evidence of such authority
satisfactory to Lessor.

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

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

46. LENDER MODIFICATION. Lessee agrees to make such reasonable modifications
to this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the
Office Building Project, provided such modifications do not on the balance
adversely impact Lessee's use or access to the Premises.

Initials: /s/
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/s/
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PAGE 9 OF 10 PAGES

<PAGE>

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

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

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

SEE ADDENDUM

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

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

LESSOR LESSEE

De Anza Properties, Junglee Corporation,
a California limited partnership a Delaware corporation
- -------------------------------- ------------------------------
By: /s/ By /s/ Clyde R. Walli
----------------------------- ------------------------------
Its General Partner Its CFO
------------------------ ------------------------

By: By
----------------------------- ------------------------------
Its Its
------------------------ ------------------------

Executed at Executed at
--------------------- -----------------------
on on
----------------------------- --------------------------------

Address Address
------------------------- ---------------------------

Initials: /s/
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/s/
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<PAGE>

STANDARD OFFICE LEASE

FLOOR PLAN

[Floor Plan] FIRST FLOOR

[Floor Plan] SECOND FLOOR

1309 S. MARY AVENUE, SUNNYVALE

EXHIBIT A

<PAGE>

STANDARD OFFICE LEASE
COMMON AREA
(Conference Rooms / Restrooms)

EXHIBIT B

[Floor Plan] FIRST FLOOR [Floor Plan] SECOND FLOOR

<PAGE>

ADDENDUM TO LEASE

This is an Addendum to that certain lease dated for reference purposes only
May 15, 1998 between De Anza Properties as Lessor and Junglee Corp. as
Lessee. To the extent of a conflict between the Lease and this Addendum, the
provisions of this Addendum shall prevail. Unless otherwise expressly stated,
the provisions of this Addendum supplement the Lease provisions rather than
replace them.

50. PREMISES
Paragraph 1.2 is modified by adding the following:
The Premises shall constitute the West Wing as depicted in the attached
Exhibit A. For purpose of the, the West Wing assumed to comprise of 20,000
square feet, with each floor comprising of 10,000 square feet.

During the first six (6) months, Lessee shall occupy approximately 7,000
square feet of the West Wing, depicted as Phase I on Exhibit A.

During the next six (6) months, Lessee shall occupy approximately 14,000
square feet of the West Wing depicted as Phase I and Phase II on Exhibit A.

After 12 months, Lessee shall occupy the entire West Wing consisting of
approximately 20,000 square feet.

51. TERM
Paragraph 2 is modified by adding the following:
The Lease shall commence (the "Commencement Date") on the earlier of (a) the
date that is five (5) business days after Lessor Tenders Possession of the
Premises to Lessee; or (b) the date that Lessee occupies and operates its
business at the Premises. Tender of Possession shall not be deemed to occur
unless Lessor has obtained a lease termination agreement from the current
lessee of the Premises and a waiver of any right of OnLive! to the Premises.

Lessor and Lessee shall execute a certificate confirming the Commencement
Date. If the Commencement Date is on a day other than the first day of the
month, then Base Rent for that partial month shall be prorated at the rate of
fourteen thousand dollars ($14,000.00) per month, and the Term shall be
extended to eighty four (84) months plus the partial month resulting from a
Commencement Date other than the first day of the month.

Lessor shall not be liable to Lessee for any delay in the commencement of the
this Lease, unless Lessor willfully withholds the delivery of possession of
the Premises to Lessee in violation of the requirements of this Lease.

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June 3, 1998

<PAGE>

Lessor shall have no obligation to make any improvements or changes to the
Premises, except as expressly provided in the Lease.

52. RENT
Unless changed as the result of Lessee's expansion or as provided below, Base
Rent shall be as follows:

<TABLE>
<S> <C> <C>
Partial Month plus Months 1-6 $14,000 per month
Months 7-12 $28,000 per month
Months 13-24 $51,000 per month
Months 25-36 $52,000 per month
Months 37-48 $53,000 per month
Months 49-60 $54,000 per month
Months 61-72 $60,000 per month
Months 73-84 $65,000 per month
</TABLE>

In addition to the Base Rent, Lessee shall pay Lessee's Share of the
increases, if any, in Operating Expenses compared to the Operating Expenses
for Calendar Year 1997.

53. VEHICLE PARKING
Paragraph 2.2 is modified by adding the following:
Lessor shall make no charge for parking, unless required to do so by a future
governmental regulation or law. If Lessor is required by law to impose a parking
charge, Lessor shall impose the lowest charge allowed by law.

54. COMMON AREA
Paragraph 2.5 is modified by adding the following:
The Common Area shall include the lobby, two large conference rooms and
restrooms that include showers all as shown on Exhibit B. The large
conference rooms and restrooms with showers shall be available for use by
Lessee on a non-exclusive basis, subject to such reasonable rules that Lessor
may adopt.

Changes to the Common Areas by Lessor shall not materially adversely impact
Lessee's access to or use of the Premises and/or the Common Areas, or result in
the imposition of additional obligations on Lessee (rent or otherwise).

55. OPERATING EXPENSES
Paragraph 4.2 is amended as follows:
Lessee's obligation to pay Operating Expenses shall be limited to Lessee's Share
in increases in Operating Expenses over the Operating Expenses incurred for the
Building during the calendar year 1997. The increase shall be calculated by
treating the Operating Expenses collectively, so that an increase in one
category of Operating Expenses may be offset by a decrease in another category
of Operating Expenses.

To the extent an Operating Expense includes a calculation of useful life for

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June 3, 1998

<PAGE>

depreciation purposes according to Federal income tax guidelines, Lessor
shall calculate the useful life using the maximum useful life.

Lessor may not elect to require Lessee to make estimated payment of Lessee's
Share of increase in Operating Expenses, unless Lessor reasonably estimates
that Lessee's Share of the increases will exceed twenty five thousand dollars
($25,000.00) for the calendar year.

56. ALTERATIONS AND ADDITIONS
Paragraph 7.3(b) is amended as follows:
Lessor understands and hereby consents to the Utility Installation reflected on
Exhibit___, which Lessee will undertake at the commencement of the lease.

Utility Installations can be removed by Lessee, if they can be removed without
injury to the premises and without diminishing the value of the Premises to
Lessor.

Lessee may remove its computer, telephone and communication hardware, but shall
leave in place any cables, wiring, junction boxes or other installations that
are placed behind walls, under floors, or above the ceilings and shall leave in
place any panels which allow ready connection to such cables and wiring.

57. INDEMNITY
Paragraph 8.7 is modified by adding the following:
Lessor shall indemnify, defend and hold Lessee and its agents, officers,
directors, employees, and permitted assigns and successors, harmless from any
and all claims, losses, damages, expenses (Costs) to the extent such Costs are
caused by the gross negligence or recklessness of Lessor or Lessor's agents,
contractors or employees or default by Lessor of its obligations under the
Lease.

58. EXEMPTION OF LESSOR FROM LIABILITY
Paragraph 8.8 is modified by adding the following:
This exemption from liability shall not apply to the extent that such damage or
loss was caused by the gross negligence or recklessness of Lessor or Lessor's
agents, contractors or employees or default by Lessor of its obligations under
the Lease.

59. ASSIGNMENT AND SUBLETTING
These provisions supplement the provisions in the preprinted portion of the
Lease regarding assignments and subletting.

59.1 Lessee's Request for Consent. At least fifteen (15) days before Lessee
enters into an assignment or sublease, Lessee shall deliver to Lessor the
following information: (1) the name of the proposed subtenant or assignee
(the "New Lessee"); (2) the New Lessee's proposed use; (3) the most recent
financial statement of the New Lessee; (4) terms and conditions of the
proposed assignment or sublease.

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June 3, 1998

<PAGE>

59.2 Timing of Decisions. Within ten (10) business days after Lessor
receives the information described in Paragraph 59.1, Lessor shall either
(a) request additional information or (b) give or deny its consent. If
Lessor requests additional information (which shall be reasonably related
to the information under Paragraph 59.1), Lessor shall give or deny its
consent within ten (10) business days after Lessor receives the additional
information.

59.3 Standard for Granting Consent. Lessor's consent shall not be
unreasonably withheld; unless Lessee proposes to sublease only a portion of
the Premises and not the entire Premises, in which case, Lessor may grant
or withhold consent in its sole discretion. It shall be reasonable for
Lessor to impose conditions to its consent to the assignment or sublease.
Without limiting the possible conditions to the consent, it shall be
reasonable for Lessor to condition its consent on the basis of any one or
more of the following:

(1) Lessor may require that a Security Deposit be reasonably decreased
or increased.

(2) Lessor may require that it be reimbursed for the expense of
reviewing the approval request, provided that such expense shall not
exceed five hundred dollars ($500), unless the circumstances of the
proposed assignment are highly unusual and Lessor provides prior
written notice to Lessee that it anticipates that the cost of review
will exceed five hundred dollars ($500). Lessor shall not incur
architect's, engineer's fees or other consultant's fees without prior
notice to Lessee, together with a good faith estimate of those fees.

(3) Lessor may require that it receive fifty percent (50%) of the sum
paid to Lessee attributable to the "bonus value" of the Lease, as
reasonably determined by Lessor, without regard to how Lessee and New
Lessee describe the sum. This may include any amount paid to Lessee in
excess of the Base Rent paid to Lessor. The actual out-of-pocket
expenses incurred by lessee in connection with the assignment or
sublease, including, but not limited to, brokerage commissions, lease
concessions, and costs of improvements, shall be deducted from the
gross amount. Lessor shall be paid at the same time as the Lessee is
paid.

(4) Reasonable written consent to the assignment or sublease by any
guarantors.

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June 3, 1998

<PAGE>

60. REMEDIES
Paragraph 13.2 of the Lease is deleted in its entirety. The following
paragraphs, numbered 60.1 trough 60.3, replace Paragraph 13.2 of the Lease.

60.1 Lessor's Remedies. If Lessee materially defaults, Lessor may elect to
pursue any of the following remedies:

60.1.1 Elect to terminate this lease by giving written notice of the
termination. In that event, Lessor may recover from Lessee:

a. The worth at the time of award of any unpaid rent which had
been earned at the time of such termination; plus,

b. The worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until
the time of award exceeds the amount of such rental loss that the
Lessee proves could have been reasonably avoided; plus,

c. The worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that Lessee proves could
be reasonably avoided; plus,

d. Any other amount necessary to compensate Lessor for all the
detriment proximately caused by Lessee's failure to perform its
obligations under this lease or which in the ordinary course of
things would be likely to result therefrom; The "worth at the
time of award" referred to in subparagraphs (a) and (b) is
computed by allowing interest at the lesser of the reference rate
of the Bank of America plus two percent (2%) per annum, or the
maximum interest rate allowed by law. The "worth at the time of
award" referred to subparagraph (c) is computed by discounting
such amount at the discount rate on the Federal Reserve Bank of
San Francisco at the time of award plus one percent (1%).

60.1.2 Continue the lease in effect and recover the rent as it becomes
due.

60.1.3 Exercise any other right allowed by law or in equity.

60.1.4 Lessor has the remedy provided in California Civil Code Section
1951.4 (Lessor may continue lease in effect after Lessee's breach and
abandonment and recover rent as it becomes due, if Lessee has right to
sublet or assign, subject only to reasonable limitations).

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June 3, 1998

<PAGE>

60.2 Default and Abandonment. If rent is due and unpaid for at lease 14
consecutive days, and Lessor reasonably believes that Lessee has abandoned
the Premises, then Lessor may terminate the lease in the manner provided in
California Civil Code Section 1951.3, or Lessor may continue the lease and
enforce all of its remedies under the lease, or Lessor may exercise any
other right allowed by law or in equity.

60.3 Termination, Surrender. In no event shall Lessor be deemed to have
accepted a surrender of the Lease or terminated the Lessee's right to
possession unless Lessor provides a written notice to Lessee expressly
stating that it has accepted a surrender of the Lease and expressly stating
that it is terminating the Lease.

61. DEFAULT BY LESSOR
Paragraph 13.3 of the Lease is amended by adding the following:
Subject to the foregoing, the material failure to observe or perform any
covenant, term or condition of this Lease required to be performed by Lessor
shall constitute a material default by Lessor.

62. BROKERS
Lessor has not employed or authorized a Broker and shall not have any liability
for any commissions or finders fees under this Lease. Lessor may voluntarily
assume a liability for a commission or finders fee, but only if Lessor has
executed a separate agreement directly with the person or entity seeking a
commission or finders fee in which Lessor expressly agrees to pay a commission
or finders fee to that person or entity.

63. AUTHORITY
Paragraph 43 of the Lease is amended by adding the following:
All corporate or partnership action on the part of Lessor necessary for the
authorization, execution, delivery of, and the performance of all obligations of
Lessor hereunder has been taken, and this Lease when executed and delivered,
will constitute a valid and legally binding obligation of Lessor, enforceable
in accordance with its respective terms.

64. EXPANSION TO NEW PREMISES.
If at anytime during the term of this Lease, Lessee shall in its sole discretion
require additional space in the County of Santa Clara for its business as
presently conducted, Lessee shall notify Lessor of such additional space
requirements, and if Lessee's space requirements (including, but not limited to,
permitted uses, premises size, and premises location within Santa Clara County)
can be fully met (in Lessee's good faith judgment) by additional rentable space
which is available within the Office Building Project or by other first class
office space in the County of Santa Clara owned or controlled by Lessor or by an
entity controlled by John T. Vidovich (the

Page 6 of 8

June 3, 1998

<PAGE>

"New Premises"), then Lessee shall lease such New Premises from Lessor on the
same terms and conditions as are reflected in this Lease, except that (i) the
location of, size of and uses permitted at the New Premises shall be
consistent with Lessee's space and business requirements at such time; (ii)
the term of the lease for the New Premises shall be negotiated in good faith
by Lessee and Lessor; (iii) the rent payable for such New Premises shall be
adjusted to reflect the fair market rent of the New Premises based upon the
square footage of the rentable space of the New Premises that Lessee intends
to rent and the current rent being paid by tenants of comparable office space
within the County of Santa Clara; (iv) Lessor shall not be entitled to
receive any additional securities of Lessee (including any option, warrant or
convertible securities of Lessee); (v) the base year for purposes of
calculating increases in Operating Expenses (as defined herein) shall be
adjusted to be the year in which the lease agreement for the New Premises is
executed; and (vi) the obligations reflected in this Section 64 shall not be
carried forward in the lease covering the New Premises.

Notwithstanding the foregoing, if at such time additional rentable space in
the Office Building Project or other first class office space in the County
of Santa Clara owned or controlled by Lessor or by an entity controlled by
John T. Vidovich is not available or otherwise does not fully meet Lessee's
space requirements (as defined above) then, Lessee shall be free to lease
additional space from any third-party wherever located, including the County
of Santa Clara.

If at any time, Lessee has available to it expansion space controlled by
Lessee or an affiliate of Lessee that will accomodate Lessee's space
requirements, then Lessee may expand into and/or lease such space without
violating this provision of the Lease. For this purpose, an "affiliate" shall
include an entity or person that has a material or significant ownership
interest in Lessee, a subsidiary of Lessee, or an entity or person with which
Lessee has entered a strategic alliance, joint venture, partnership, or
similar business relationship or agreement for the development or marketing
of the goods or services offered by Lessee.

All of Lessee's obligations under this Section 64 shall terminate on the
earlier of (i) May 5, 2005, or (ii) the termination of the Lease.

65. CONTINGENCY
Lessor's and Lessee's obligations under this Lease are contingent upon (1)
Lessor entering into a lease termination agreement with the current lessee of
the Premises on terms and conditions acceptable to Lessor and (2) Lessor
receiving a waiver of OnLive!'s Right of First Refusal. Lessor must make
diligent efforts to obtain termination agreement by June 5, 1998. If Lessor
fails to acquire the termination agreement and the waiver by June 5, 1998,
Lessee has the right to terminate this Lease, but must exercise that right prior
to the commencement of this Lease.

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June 3, 1998

<PAGE>

66. WARRANT
Subject to compliance with State and Federal securities laws, and appropriate
corporate authorization, Lessee shall issue to Lessor a warrant to purchase
Lessee's Series C preferred stock under the terms and conditions reflected and
substantially in the form attached as Exhibit ___________.

67. SEPARATE AGREEMENT WITH ONLIVE! TECHNOLOGIES, INC.
Lessee shall use reasonable efforts to negotiate and enter into a separate
agreement with OnLive! Technologies, Inc. regarding the use of the lobby,
conference rooms and restrooms with showers and other matters of mutual concern
with regard to their shared use of the common area and such other matters that
they deem appropriate. Lessor is informed that OnLive! Technologies and the
prior occupant have entered into a written agreement regarding use of such
Common Areas. Lessee is advised to confirm the status of that agreement as that
agreement may affect Lessees use of the Premises and Building.

If Lessee fails to reach a new agreement with Onlive! Technologies, Inc.,
regarding such matters, Lessee's use of the Common Area shall be governed by
this Lease, subject to any existing rights of OnLive! Technologies.

68. NON-RECOURSE AS TO LESSOR
Neither Lessor nor any of its partners, employees, or agents shall have any
personal liability under this Lease. Lessee's sole recourse for any liability of
Lessor or of any partner, employee or agent of Lessor under this Lease shall be
limited to Lessor's interest in the Office Building Project provided that this
provision shall only be effective if Lessor's unencumbered equity interest in
the Office Building Project is at least twenty percent (20%) of the current fair
market value of the Office Building Project.

No officer, director, employee or agent of Lessee shall have any personal
liability under this Lease.

LESSOR: LESSEE:

De Anza Properties, a California Junglee Corp, a Delaware
limited partnership corporation

By: /s/ [ILLEGIBLE] By: /s/ Clyde R. Walli
----------------------------- ----------------------------
Its: General Partner Its: CFO
---------------------------- ---------------------------
Dated: Dated: 6/3/98
-------------------------- -------------------------

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June 3, 1998

<PAGE>

CONSENT TO SUBLEASE

Whereas:

A. De Anza Properties, a California general partnership ("Master Landlord")
is the Lessor and Impresse Corporation., a California corporation
("Sublandlord") is the Lessee of a portion of that building located at 1309
S. Mary Avenue, Sunnyvale, California (the "Premises") pursuant to a Lease
dated as of May 15, 1998 (the "Master Lease"). The Master Lease was
originally between Master Landlord and Junglee Corporation ("Junglee").
Lessee's interest in the Master Lease was assigned by Junglee to Sublandlord;
and

B. Sublandlord has requested Master Landlord to consent to a sublease (the
"Sublease") between Sublandlord and Callnet Communications., a Delaware
corporation (the "Subtenant") for a portion of the Premises (the "Sublease
Premises"); and

C. Master Landlord is willing to consent to the Sublease, subject to
certain conditions as set forth in this consent.

Therefore, Master Landlord consents to the Sublease, subject to the following
mutual agreements between Master Landlord, Sublandlord, and Subtenant; and
subject to the consent of Junglee:

1. Character of Consent. This consent ("Consent") is not, and will not
be deemed or construed as a consent to any future sublease, a consent to any
other assignment, subletting, or other transfer, a consent to a sublease term
beyond the term of the Master Lease. This Consent is not, and will not be
deemed or construed to modify, waive, or affect any of the provisions,
covenants, or conditions of the Master Lease, waive any breach of the Master
Lease or any of the rights of Master Landlord, or enlarge or increase Master
Landlord's obligations under the Master Lease.

2. Scope and Conditions of Consent. In granting this Consent, it is
agreed that (a) to the extent that the Sublease imposes obligations other
than the obligations of the Master Landlord expressed in the Master Lease,
Master Landlord does not consent to or approve of any such term, provision,
covenant, or condition in the Sublease, and Master Landlord will not be bound
by any such term in the Sublease, (b) no rights will be granted to Subtenant
under the Sublease that are greater than those granted to Sublandlord under
the Master Lease, and (c) the Sublease will be subordinate to the Master
Lease and this consent. In the event of any conflict between the terms and
provisions of the Master Lease or this Consent and the terms and provisions
of the Sublease, the terms and provisions of the Master Lease or this
Consent, as applicable, will prevail.

3. Assumption of Sublandlord's Obligations. For the benefit of Master
Landlord and Sublandlord, Subtenant expressly assumes and agrees to perform
and comply with every obligation of Sublandlord under the Master Lease
applicable to the Sublease Premises, including, without limitation,
Sublandlord's obligation to indemnify Master Landlord pursuant to Section 8.7
of the Master Lease. Neither this assumption by Subtenant, the Sublease, nor
this Consent will release or discharge Sublandlord from any liability under
the Master Lease, including, without limitation, the payment of rent and
other amounts when due under the Master Lease, and

<PAGE>

Sublandlord will remain liable and responsible for the full performance and
observance of all the provisions, covenants, and conditions in the Master
Lease to be performed and observed by Sublandlord. Sublandlord will not be
released from any liability under the Master Lease because of Master
Landlord's failure to give notice of default under or in respect of any of
the terms, covenants, conditions, provisions, or agreements by the Master
Lease. Any breach or violation of any provision of the Master Lease by
Sublandlord or Subtenant or both, constitutes a default by Sublandlord under
the Master Lease. Master Landlord may proceed directly against Sublandlord
without first exhausting Master Landlord's remedies against Subtenant, or
Master Landlord may proceed directly against Subtenant without exhausting
Master Landlord's remedies against Sublandlord.

4. Obligations of Master Landlord. Master Landlord will not be liable
for any cost or obligation of any kind arising in connection with the
Sublease to the extent that such arises from the Sublease and not from the
Master Lease, including, without limitation, brokerage commissions,
improvements to the Sublease Premises, or the security deposit required to be
made by Subtenant under the Sublease. Sublandlord and Subtenant jointly and
severally agree to indemnify, protect, defend, and hold Master Landlord
harmless from all claims, losses, liabilities, costs, and expenses (including
attorney fees) that Master Landlord may incur as a result of any claim to pay
any person or entity any commission, finder's fee, or other charge in
connection with the Sublease.

5. Termination of Sublease. On the effective date of the expiration of
the term of the Master Lease, or Sublandlord's surrender of the premises
under the Master Lease to Master Landlord, the Sublease and its term will
immediately terminate, and Subtenant must vacate the Sublease Premises on or
before the effective date of the termination. If Subtenant fails to vacate
the Sublease Premises, Master Landlord will be entitled to all of the rights
and remedies available to a landlord against a tenant wrongfully holding over
after expiration of the term of a lease without the Master Landlord's
Consent, including, without limitation, the rights and remedies available to
Master Landlord under the Master Lease. Master Landlord will not be liable to
Sublandlord or Subtenant for any claim or damage because of the termination.

6. Continuation of Sublease. Regardless of anything stated in Paragraph
5 above, if the Master Lease expires or terminates for any reason during the
term of the Sublease, or if the Sublandlord surrenders the Master Lease to
Master Landlord during the term of the Sublease, Master Landlord has the
option, on written notice delivered to Subtenant not more than thirty (30)
days after the effective date of the expiration, termination, or surrender,
and without any additional or further agreement of any kind by Subtenant, to
elect to continue the Sublease with the same effect as if Master Landlord and
Subtenant had entered into a lease for that date and for a term equal to the
then unexpired term of the Sublease, and on the same terms and conditions in
the Sublease. In that event, Subtenant will attorn to Master Landlord, and
Master Landlord and Subtenant will have the same rights, obligations, and
remedies under the Sublease as were had by Sublandlord and Subtenant.
However, in no event will Master Landlord (a) be liable for any act or
omission of Sublandlord, (b) be subject to any offsets or defenses that
Subtenant had or might have against Sublandlord, (c) be obligated to cure any
default of Sublandlord that occurred prior to the time that Master Landlord
succeeded to the interest of Sublandlord under the Sublease, (d) be bound by
any payment of rent or other payment paid by Subtenant to

<PAGE>

Sublandlord in advance of any periods reserved for that in the Sublease, (e)
be bound by any modification or amendment of the Sublease made without the
written consent of Master Landlord, or (f) be liable for the return of any
security deposit not actually received by Master Landlord. Neither Master
Landlord's election under this paragraph nor its acceptance of any rent from
Subtenant will be deemed a waiver by Master Landlord of any provisions of the
Master Lease or this Consent.

7. Compliance with Sublease. If Master Landlord elects to continue the
Sublease pursuant to Paragraph 6, Master Landlord and Subtenant will observe
and perform the terms, covenants, and conditions of the Sublease, and (b) any
other terms, covenants, and conditions to which the parties may agree.

8. Insurance. Subtenant will carry the insurance policies required to be
carried by Sublandlord pursuant to Section 8 of the Master Lease and will
deliver evidence of that to Master Landlord prior to occupancy. The insurance
will (a) name Master Landlord and Sublandlord as additional insured; and (b)
provide that the policy will not be subject to cancellation or change except
after thirty (30) days' prior written notice to Master Landlord and
Sublandlord.

9. Absolute Assignment of Rents. Sublandlord unconditionally assigns to
Master Landlord all rents now due, or which may later become due, under the
Sublease (collectively, Rents). Sublandlord acknowledges that the assignment
is present, absolute, and unconditional. Accordingly, Master Landlord will
have the right to collect the Rents and to apply them in payment of any sums
payable by Sublandlord under the Master Lease. However, Sublandlord will have
a license to collect the Rents until the occurrence of an act of default by
Sublandlord under the Master Lease. If the act of default occurs,
Sublandlord's right to collect the Rent will be suspended until the default
is cured. During the period in which Sublandlord's right to collect the Rents
is suspended, Master Landlord, as assignee and attorney-in-fact for
Sublandlord under the Master Lease, or a receiver for Sublandlord appointed
pursuant to Master Landlord's application, will have the right to collect the
Rents and apply them toward Sublandlord's obligations under the Master Lease.
Master Landlord's acceptance of any payment on account of Rent from Subtenant
as a result of any act of default does not release Sublandlord from any
liability under the terms, covenants, conditions, provisions, or agreement
under the Master Lease. If Master Landlord receives payment from Subtenant in
excess of the amount due from Sublandlord under the Master Lease, Master
Landlord shall promptly transmit that excess to Sublandlord.

10. No Consent to Alterations. Sublandlord and Subtenant acknowledge (a)
that Master Landlord's Consent is not a consent to any improvement or
alteration work to be performed in the Sublease Premises, (b) that Master
Landlord's Consent must be separately sought and will not necessarily be
given with regard to alteration work being performed in the Sublease
Premises; (c) and that if consent is given it will be subject to
Sublandlord's signing Master Landlord's standard form of agreement with
respect to work being performed by persons other than Master Landlord, unless
otherwise agreed to in writing by Master Landlord.

<PAGE>

STANDARD OFFICE LEASE-NET

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. BASIC LEASE PROVISIONS ("Basic Lease Provisions")

1.1 PARTIES: This Lease, dated, for reference purposes only, October
8th 1999 is made by and between De Anza Properties, A California Limited
Partnership (herein called "Lessor") and Impresse Corporation, A California
Corporation doing business under the name of Impresse (herein called
"Lessee").

1.2 PREMISES: Suite Number(s) Two floor, consisting of approximately
35,000 square feet, more or less, as defined in paragraph 2 and as shown on
Exhibit "A" hereto (the "Premises").

1.3 BUILDING: Commonly described as being located at 1309 South Mary
Avenue in the City of Sunnyvale County of Santa Clara State of California as
more particularly described in Exhibit A hereto, and as defined in paragraph
2.

1.4 USE: General Office subject to paragraph 6.

1.5 TERM: Seven (7) Years commencing June 1, 2000 ("Commencement
Date") and ending May 31, 2007 as defined in paragraph 3.

1.6 BASE RENT: See Addendum per month, payable on the 1st day of
each month, per paragraph 4.1

1.7 BASE RENT INCREASE: On See Addendum the monthly Base Rent payable
under paragraph 1.6 above shall be adjusted as provided in paragraph 4.3 below

1.8 RENT PAID UPON EXECUTION: None for __________________________________

1.9 SECURITY DEPOSIT: See Addendum

1.10 LESSEE'S SHARE OF OPERATING EXPENSES: 60% as defined in paragraph
4.2.

2. PREMISES, PARKING AND COMMON AREAS.

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

2.2 VEHICLE PARKING: So long as Lessee is not in default, and subject to
the rules and regulations attached hereto, and as established by Lessor from
time to time, Lessee shall be entitled to rent and use 120 parking spaces in
the Office Building Project at the monthly rate applicable from time to time
for monthly parking as set by Lessor and/or its licensee.

2.2.1 If Lessee commits, permits or allows any of the
prohibited activities described in the Lease or the rules then in effect,
then Lessor shall have the right, without notice, in addition to such other
rights and remedies that it may have, to remove or tow away the vehicle
involved and charge the cost to Lessee, which cost shall be immediately
payable upon demand by Lessor.

2.2.2 The monthly parking rate per parking space will be $0.00
per month at the commencement of the term of this Lease, and is subject to
change upon five (5) days prior written notice to Lessee. Monthly parking
fees shall be payable one month in advance prior to the first day of each
calendar month.

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

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

2.5 COMMON AREAS-CHANGES. Lessor shall have the right, in Lessor's sole
discretion, from time to time:

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

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

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

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

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

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

3. TERM.

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

3.2 DELAY IN POSSESSION. Notwithstanding said Commencement Date, if for
any reason Lessor cannot deliver possession of the Premises to Lessee on said
date and subject to paragraph 3.2.2, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or
the obligations of Lessee hereunder or extend the term hereof; but in such case,
Lessee shall not be obligated to pay rent or perform any other obligation of
Lessee under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement
Date, as the same may be extended under the terms of a Work Letter executed by
Lessor and Lessee, Lessee may, at Lessee's option, by notice in writing to
Lessor within ten (10) days thereafter, cancel this Lease, in which event the
parties shall be discharged from all obligations hereunder; provided, however,
that, as to Lessee's obligations, Lessee first reimburses Lessor for all costs
incurred for Non-Standard improvements and, as to Lessor's obligations, Lessor
shall return any money previously deposited by Lessee (less any offsets due
Lessor for Non-Standard improvements); and provided further, that if such
written notice by Lessee is not received by Lessor within said ten (10) day
period, Lessee's right to cancel this Lease hereunder shall terminate and be of
no further force or effect.

Initials: /s/ J.V.
---------
/s/ SKB
FULL SERVICE--NET ---------

PAGE 1 of 10 PAGES

<PAGE>

3 2.1 POSSESSION TENDERED-DEFINED. Possession of the Premises
shall be deemed tendered to Lessee ("Tender of Possession") when (1) the
improvements to be provided by Lessor under this Lease are substantially
completed, (2) the Building utilities are ready for use in the Premises, (3)
Lessee has reasonable access to the Premises, and (4) ten (10) days
[ILLEGIBLE] expired following advance written notice to Lessee of the
occurrence of the matters described in (1), (2) and (3), above of this
paragraph 3.2.1.

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

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

4. RENT.

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

4.2 OPERATING EXPENSES. Lessee shall pay to Lessor during the term hereof,
in addition to the Base Rent, Lessee's Share, as hereinafter defined, of all
Operating Expenses, as hereinafter defined, during each calendar year of the
term of this Lease, in accordance with the following provisions:

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

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

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

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

(ii) Trash disposal, janitorial and security services;

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

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

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

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

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

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

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

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

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

(e) Lessee's Share of Operating Expenses shall be payable by Lessee
within ten (10) days after a reasonably detailed statement of actual expenses
is presented to Lessee by Lessor. At Lessor's option, however, an amount may
be estimated by Lessor from time to time of Lessee's Share of annual
Operating Expenses and the same shall be payable monthly or quarterly, as
Lessor shall designate, during each calendar year of the Lease term, on the
same day as the Base Rent is due hereunder. In the event that Lessee pays
Lessor's estimate of Lessee's Share of Operating Expenses as aforesaid,
Lessor shall deliver to Lessee within sixty (60) days after the expiration of
each calendar year a reasonably detailed statement showing Lessee's Share of
the actual Operating Expenses incurred during the preceding year. If Lessee's
payments under this paragraph 4.2(e) during said preceding calendar year
exceed Lessee's Share as indicated on said statement, Lessee shall be
entitled to credit the amount of such overpayment against Lessee's Share of
Operating Expenses next falling due. If Lessee's payments under this
paragraph during said preceding calendar year were less than Lessee's Share
as indicated on said statement, Lessee shall pay to Lessor the amount of the
deficiency within ten (10) days after delivery by Lessor to Lessee of said
statement.

4.3 RENT INCREASE.

5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof
the security deposit set forth in paragraph 1.9 of the Basic Lease provisions
as security for Lessee's faithful performance of Lessee's obligations
hereunder. If Lessee fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provision of this Lease, Lessor may
use, apply or retain all or any portion of said deposit for the payment of
any rent or other charge in default for the payment of any other sum to which
Lessor may become obligated by reason of Lessee's default, or to

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compensate Lessor for any loss or damage which Lessor may suffer ???. If
Lessor so uses or applies all or any portion of said deposit, Lessee shall
within ten (10) days after written demand therefor deposit ??? ??? in an
amount sufficient to restore said deposit to the full amount then required of
Lessee. If the monthly Base Rent shall, from time to time increase during the
term of this Lease, Lessee shall, at the time of such increase, deposit with
Lessor additional money as a security deposit so that the total amount of
the security deposit held by Lessor shall at all times bear the same
proportion to the then current Base Rent as the initial security deposit
bears to the initial Base Rent set forth in paragraph 1.6 of the Basic Lease
Provisions. Lessor shall not be required to keep said security deposit
separate from its general accounts. If Lessee performs all of Lessee's
obligations hereunder, said deposit, or so much thereof as has not heretofore
been applied by Lessor, shall be returned, without payment of interest or
other increment for its use, to Lessee (or at Lessor's option, to the last
assignee, if any, of Lessee's interest hereunder) at the expiration of the
term hereof, and after Lessee has vacated the Premises. No trust relationship
is created herein between Lessor and Lessee with respect to said Security
Deposit.

6. USE.

6.1 USE. The Premises shall be used and occupied only for the purpose
set forth in paragraph 1.4 of the Basic Lease Provisions or any other use
which is reasonably comparable to that use and for no other purpose.

6.2 COMPLIANCE WITH LAW.

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

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

6.3 CONDITION OF PREMISES.

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

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

7. MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

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

7.2 LESSEE'S OBLIGATIONS.

(a) Notwithstanding Lessor's obligation to keep the Premises in
good condition and repair, Lessee shall be responsible for payment of the
cost thereof to Lessor as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located)
that serves only Lessee or the Premises, to the extent such cost is
attributable to causes beyond normal wear and tear. Lessee shall be
responsible for the cost of painting, repairing or replacing wall coverings,
and to repair or replace any Premises improvements that are not ordinarily a
part of the Building or that are above then Building standards. Lessor may,
at its option, upon reasonable notice, elect to have Lessee perform any
particular such maintenance or repairs the cost of which is otherwise
Lessee's responsibility hereunder.

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

7.3 ALTERATIONS AND ADDITIONS.

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

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

(d) Lessee shall give Lessor not less than ten (10) days' notice
prior to the commencement of any work in the Premises by Lessee, and Lessor
shall have the right to post notices of non-responsibility in or on the
Premises or the Building as provided by law. If Lessee shall, in good faith,
contest the validity of any such lien, claim or demand, then Lessee shall, at
its sole expense defend itself and Lessor against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof against the Lessor or the Premises, the Building or the
Office Building Project, upon the condition that if Lessor shall require,
Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an
amount equal to such contested lien claim or demand indemnifying Lessor
against liability for the same and holding the Premises, the Building and the
Office Building Project free from the effect of such lien or claim. In
addition, Lessor may require Lessee to pay Lessor's reasonable attorneys fees
and costs in participating in such action if Lessor shall decide it is to
Lessor's best interest so to do.

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

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

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

8. INSURANCE; INDEMNITY.

8.1 LIABILITY INSURANCE-LESSEE. Lessee shall, at Lessee's expense,
obtain and keep in force during the term of this Lease a policy of
Comprehensive General Liability insurance utilizing an Insurance Services
Office standard form with Broad Form General Liability Endorsement (GL0404),
or equivalent, in an amount of not less than $1,000,000 per occurrence of
bodily injury and property damage combined or in a greater amount as
reasonably determined by Lessor and shall insure Lessee with Lessor as an
additional insured against liability arising out of the use, occupancy or
maintenance of the Premises. Compliance with the above requirement shall not,
however, limit the liability of Lessee hereunder.

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

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

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

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

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

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

9. DAMAGE OR DESTRUCTION.

9.1 DEFINITIONS.

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

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

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

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

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

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

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

9.2 PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE.

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

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

9.3 PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING PROJECT TOTAL
DESTRUCTION. Subject to the provisions of paragraphs 9.4 and 9.5, if at any
time during the term of this Lease there is damage, whether or not it is an
Insured Loss, which falls into the classifications of either (i) Premises

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Building Total Destruction, or (ii) Office Building Project Total
Destruction, then Lessor may at Lessor's option either (i) repair such damage
or destruction as soon as reasonably possible at Lessor's expense [ILLEGIBLE]
the required materials are readily available through usual commercial
channels) to its condition existing at the time of the damage, but [ILLEGIBLE]
fixtures, equipment or tenant improvements, and this Lease shall continue in
full force and effect, or (ii) give written notice to Lessee within thirty
(30) days after the date of occurrence of such damage of Lessor's intention
to cancel and terminate this Lease, in which case this Lease shall terminate
as of the date of the occurrence of such damage.

9.4 DAMAGE NEAR END OF TERM.

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

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

9.5 ABATEMENT OF RENT; LESSEE'S REMEDIES.

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

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

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

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

10. REAL PROPERTY TAXES.

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

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

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

10.5 PERSONAL PROPERTY TAXES.

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

11. UTILITIES.

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

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

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

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

12. ASSIGNMENT AND SUBLETTING.

12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in the Lease or in the
Premises, without Lessor's prior written consent, which Lessor shall not
unreasonably withhold. Lessor shall respond to Lessee's request for consent
hereunder in a timely manner and any attempted assignment, transfer,
mortgage, encumbrance or subletting without such consent shall be void, and
shall constitute a material default and breach of this Lease without the need
for notice to Lessee under paragraph 13.1.

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

12.3 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

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

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

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

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

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

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

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

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

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

(c) In the event Lessee shall default in the performance of its
obligations under this Lease, Lessor, at its option and without any
obligation to do so, may require any sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of Lessee under such sublease
from the time of the exercise of said option to the termination of such
sublease; provided, however, Lessor shall not be liable for any prepaid rents
or security deposit paid by such sublessee to Lessee or for any other prior
defaults of Lessee under such sublease.

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

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

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

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

13. DEFAULT; REMEDIES.

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

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

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

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

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

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

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

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

(b) Maintain Lessee's right to possession in which case this Lease
shall continue in effect whether or not Lessee shall have vacated or aban-
doned the Premises. In such event Lessor shall be entitled to enforce all of
Lessor's rights and remedies under this Lease, including the right to recover
the rent as it becomes due hereunder.

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

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

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

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

15. BROKER'S FEE.

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

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

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

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

16. ESTOPPEL CERTIFICATE.

(a) Each party (as "responding party") shall at any time upon not less
than ten (10) days' prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement
in writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, and
(ii) acknowledging that there are not, to the responding party's knowledge,
any uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied
upon by any prospective purchaser or encumbrancer of the Office Building
Project or of the business of Lessee.

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

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17. LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean only
[ILLEGIBLE] or owners, at the time in question, of the fee title or a
lessee's interest in a ground lease of the Office Building Project, and
except as [ILLEGIBLE] provided in paragraph 16, in the event of any transfer
of such title or interest, Lessor herein named (and in case of any subsequent
transfers [ILLEGIBLE] grantor) shall be relieved from and after the date of
such transfer of all liability as respects Lessor's obligations thereafter to
be performed, provided that any funds in the hands of Lessor or the then
grantor at the time of such transfer, in which Lessee has an interest, shall
be delivered to the grantee. The obligations contained in this Lease to be
performed by Lessor shall, subject as aforesaid, be binding on Lessor's
successors and assigns, only during their respective periods of ownership.

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

19. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided,
any amount due to Lessor not paid when due shall bear interest at the maximum
rate then allowable by law or judgments from the date due. Payment of such
interest shall not excuse or cure any default by Lessee under this Lease;
provided, however, that interest shall not be payable on late charges
incurred by Lessee nor on any amounts upon which late charges are paid by
Lessee.

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

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

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

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

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

28. COVENANTS AND CONDITIONS. Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

30. SUBORDINATION.

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

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

31. ATTORNEYS' FEES.

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

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

32. LESSOR'S ACCESS

32.1 Lessor and Lessor's agents shall have the right to enter the
Premises at reasonable times for the purpose of inspecting the same,
performing any services required of Lessor, showing the same to prospective
purchasers, lenders, or lessees, taking such safety measures, erecting such
scaffolding or other necessary structures, making such alterations, repairs,
improvements or additions to the Premises or to the Office Building Project
Lessor may reasonably deem necessary or desirable and the erecting, using and
maintaining of utilities, services, pipes and conduits through the premises
and/or other premises as long as there is no material adverse effect to
Lessee's use of the Premises. Lessor may at any time place on or about the
Premises or the Building any ordinary "For Sale" signs and Lessor may at any
time during the last 120 days of the term hereof place on about the Premises
any ordinary "For Lease" signs.

00.0106.4206

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

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

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

Initials: /s/ J.V.
-----------
/s/ SKB
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<PAGE>

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

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

39. OPTIONS

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

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

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

39.4 EFFECT OF DEFAULT ON OPTIONS.

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

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

(c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due
and timely exercise of the Option, if, after such exercise and during the
term of this Lease, (i) Lessee fails to pay to Lessor a monetary obligation
of Lessee for a period of thirty (30) days after such obligation becomes due
(without any necessity of Lessor to give notice thereof to Lessee), or (ii)
Lessee fails to commence to cure a default specified In paragraph 13.1(d)
within thirty (30) days after the date that Lessor gives notice to Lessee of
such default and/or Lessee fails thereafter to diligently prosecute said cure
to completion, (iii) Lessor gives to Lessee three or more notices of default
under paragraph 13.1(c), or paragraph 13.1(d), whether or not the defaults
are cured, or (iv) if Lessee has committed any non-curable breach, including
without limitation those described In paragraph 13.1(b), or is otherwise in
default of any of the terms, covenants and conditions of this Lease.

40. SECURITY MEASURES - LESSOR'S RESERVATIONS.

40.2 Lessor shall have the following rights:

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

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

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

40.3 Lessee shall not:

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

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

41. EASEMENTS.

41.1 Lessor reserves to itself the right, from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or
desirable, and to cause the recordation of Parcel Maps and restrictions, so
long as such easements, rights, dedications, Maps and restrictions do not
unreasonably interfere with the use or access of the Premises on common areas
by Lessee. Lessee shall sign any of the aforementioned documents upon request
of Lessor and failure to do so shall constitute a material default of this
Lease by Lessee.

42. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to
any amount or sum of money to be paid by one party to the other under the
provisions hereof, the party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such
payment shall not be regarded as a voluntary payment, and there shall survive
the right on the part of said party to institute suit for recovery of sum. If
it shall be adjudged that there was no legal obligation on the part of said
party to pay such sum or any part thereof, said party shall be entitled to
recover such sum or so much thereof as it was not legally required to pay
under the provisions of this Lease.

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

Provided such modifications do not, on the balance, adversely impact Lessee's
use or access to the premises.

Initials: /s/ J.V.
-----------
/s/ SKB
-----------

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<PAGE>

48. WORK LETTER. This Lease is supplemented by that certain Work Letter
[ILLEGIBLE] executed by Lessor and Lessee attached hereto as Exhibit C and
incorporated herein by this reference.

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

Addendum

Exhibit "A" Site Plan

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

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

LESSOR LESSEE

De Anza Properties, A California Impresse Corporation
Limited Partnership A California Corporation
----------------------------------- --------------------------------

By /s/ By /s/
-------------------------------- -----------------------------

Its General Partner Its Chief Financial Officer
----------------------------- --------------------------

By By
-------------------------------- -----------------------------

Its Its
----------------------------- -------------------------

Executed at Executed at
------------------------ ---------------------

on on
--------------------------------- -----------------------------

Address Address
---------------------------- -------------------------

FULL SERVICE-NET

PAGE 10 OF 10 PAGES

For these forms write or call the American Industrial Real Estate
Association, 350 South Figuerda Street, Suite 275, Los Angeles, CA 90071
(213) 687-8777

<PAGE>

[MAP]

<PAGE>

ADDENDUM TO LEASE

This is an Addendum to that certain lease dated for reference purposes only
October 8, 1999 between De Anza Properties as Lessor and Impresse Corporation
as Lessee. To the extent of a conflict between the Lease and this Addendum,
the provisions of this Addendum shall prevail. Unless otherwise expressly
stated, the provisions of this Addendum supplement the Lease provisions
rather than replace them.

50. PREMISES
Paragraph 1.2 is modified by adding the following: The Premises shall constitute
the East Wing as depicted in the attached Exhibit A. Lessee also occupies the
West Wing under a separate lease, which Lease will expire on or about June 30,
2005. Upon the expiration of the separate lease for the West Wing, the Premises
under this Lease shall expand to include the West Wing and the exclusive use of
the Lobby Area. Lessor shall have no obligation to make any improvements or
changes to the Premises, except as expressly provided in the Lease. Lessee's
share of the Operating Expenses shall change to 100% upon expiration of the
existing Lease.

51. RENT
Base Rent per month shall be as follows:

<TABLE>

<S> <C>
June, 2000 to May, 2001 $87,015
June, 2001 to May, 2002 $99,545
June, 2002 to May, 2003 $103,527
June, 2003 to May, 2004 $107,668
June, 2004 to May, 2005 $111,975
June, 2005 to May, 2006 $116,454
June, 2006 to May, 2007 $121,112

</TABLE>

In addition to the Base Rent described above, upon the expiration of the
existing lease for the West Wing, the Base Rent per month payable under this
Lease shall increase by the following additional amounts:

<TABLE>

<S> <C>
July, 2005 to May, 2006 $72,437
June, 2006 to May, 2007 $75,334

</TABLE>

This calculation assumes that the existing lease for the West Wing expires on
June 30, 2005. The calculation shall be adjusted by prorating on a daily
basis for a different expiration date.

In addition to the Base Rent, Lessee shall pay Lessee's Share of the
increases, if any, in Operating Expenses compared to the Operating Expenses
for Calendar Year 2000.

52. SECURITY DEPOSIT
A security deposit in the amount of three (3) times the monthly Base Rent shall
be maintained at all times, with Lessee making increases in the security deposit
from time to time as the Base Rent Increases. The security deposit may take the
form of an assignment of a certificate of

<PAGE>

deposit placed with Silicon Valley Bank, or such other financial institution
reasonably acceptable to Lessor, with interest on the account to accrue to
the benefit of the Lessee. The security deposit existing under the existing
lease for the West Wing shall be applied to the security deposit under this
lease upon the expiration of the existing lease for the West Wing.

If Lessor should draw any mount from the security deposit and apply them to
any sum due and owing to Lessor by Lessee, Lessor shall maintain complete and
accurate records of such amounts and the basis for such amounts, and shall
make those records available to Lessee upon written request by Lessee.

54. OPERATING EXPENSES
Paragraph 4.2 is amended as follows:
Lessee's obligation to pay Operating Expenses shall be limited to Lessee's Share
in increases in Operating Expenses over the Operating Expenses incurred for the
Building during the calendar year 2000. The increase shall be calculated by
treating the Operating Expenses collectively, so that an increase in one
category of Operating Expenses may be offset by a decrease in another category
of Operating Expenses.

To the extent an Operating Expense includes a calculation of useful life for
depreciation purposes according to Federal income tax guidelines, Lessor shall
calculate the useful life using the maximum useful life.

Lessor may not elect to require Lessee to make estimated payment of Lessee's
Share of increase in Operating Expenses, unless Lessor reasonably estimates that
Lessee's Share of the increases will exceed twenty five thousand dollars
($25,000.00) for the calendar year.

55. USE
Paragraph 6.1 is amended to provide that an allowable use shall also include
uses that are reasonably related to the General Office use described in
Paragraph 1.4.

56. CONDITION OF PREMISES
Paragraph 6.3(a) is amended by deleting Lessor's warranty regarding the good
operating condition of the plumbing, lighting, air conditioning and heating
systems. Lessee shall accept the Premises in their then "as is" condition,
excepting only casualty damage.

57. LESSEE'S MAINTENANCE AND REPAIR
Paragraph 7.2(b) is amended by changing the phrase "good maintenance practices"
to "customary and reasonable" maintenance practices and by adding the phrase
"ordinary wear and tear excepted" to the end of the last sentence.

<PAGE>

58. ALTERATIONS AND ADDITIONS
Paragraph 7.3(b) is amended as follows:
Lessee may remove its computer, telephone and communication hardware, but shall
leave in place any cables, wiring, junction boxes or other installations that
are placed behind walls, under floors, or above the ceilings and shall leave in
place any panels which allow ready connection to such cables and wiring.

Also, Lessee shall only be required to obtain a building permit for work
performed by or for Lessee if a building permit is required by law for that
work.

Changing the phrase "Lessee's use of the Premises" at the end of the last
sentence to "Lessee's use of and access to the Premises and Common Area" amends
paragraph 7.4(f).

59. INDEMNITY
Paragraph 8.7 is modified by adding the following:
Lessor shall indemnify, defend and hold Lessee and its agents, officers,
directors, employees, and permitted assigns and successors, harmless from any
and all claims, losses, damages, expenses (Costs) to the extent such Costs are
caused by the negligence or recklessness of Lessor or Lessor's agents,
contractors or employees or default by Lessor of its obligations under the
Lease.

60. EXEMPTION OF LESSOR FROM LIABILITY
Paragraph 8.8 is modified by adding the following:
This exemption from liability shall not apply to the extent that such damage or
loss was caused by the negligence or recklessness of Lessor or Lessor's agents,
contractors or employees or default by Lessor of its Obligations under the
Lease.

61. PREMISES BUILDING TOTAL DESTRUCTION
Paragraph 9.3 is amended to provide that Lessee may by written notice to Lessor,
require Lessor to exercise its option to terminate the lease no later than ten
(10) business days after Lessor's receipt of a written demand from Lessee,
provided that in no case shall Lessor be required to make such an election
sooner than thirty (30) days after the occurrence of the damage.

62. DAMAGE NEAR END OF TERM
Paragraph 9.4 is amended to provide that either Lessor or Lessee may terminate
the Lease if there is substantial damage during the last twelve (12) months of
the Term. For this purpose, the phrase "substantial damage" shall not include
damage with an estimated cost of repair that is less than six hundred thousand
dollars ($600,000).

63. REAL PROPERTY TAXES
Paragraph 10.3 is amended by adding the following:
To the extent that real property taxes are payable in installments, then Lessor
shall elect to pay the taxes in installments, provided that if the installment
period extends beyond the Term of this Lease, then, to the extent that the real
property taxes relate to the period of time included within the Term of this
Lease, Lessee shall pay the full amount of the real property tax to Lessor no

<PAGE>

later than the due date of real property taxes that occurs immediately prior
to the expiration or termination date of the Lease. Nothing in this Lease
shall require Lessee to pay real property taxes that relate to a period of
time that is not included within the Term of this Lease.

64. ASSIGNMENT AND SUBLETTING
These provisions supplement the provisions in the preprinted portion of the
Lease regarding assignments and subletting.

64.1 Lessee's Request for Consent. At least fifteen (15) days before Lessee
enters into an assignment or sublease, Lessee shall deliver to Lessor the
following information: (1) the name of the proposed subtenant or assignee
(the "New Lessee"); (2) the New Lessee's proposed use; (3) the most recent
financial statement of the New Lessee; (4) terms and conditions of the
proposed assignment or sublease.

64.2 Timing of Decisions. Within ten (10) business days after Lessor
receives the information described in Paragraph 62.1, Lessor shall either
(a) request additional information or (b) give or deny its consent. If
Lessor requests additional information (which shall be reasonably related
to the information under Paragraph 62.1), Lessor shall give or deny its
consent within ten (10) business days after Lessor receives the additional
information.

64.3 Standard for Granting Consent. Lessor's consent shall not be
unreasonably withheld; unless Lessee proposes to sublease only a portion of
the Premises and not the entire Premises, in which case, Lessor may grant
or withhold consent in its sole discretion. It shall be reasonable for
Lessor to impose conditions to its consent to the assignment or sublease.
Without limiting the possible conditions to the consent, it shall be
reasonable for Lessor to condition its consent on the basis of any one or
more of the following:

(1) Lessor may require that a Security Deposit be reasonably
decreased or increased.

(2) Lessor may require that it be reimbursed for the reasonable
expense of reviewing the approval request.

(4) Reasonable written consent to the assignment or sublease by any
guarantors.

<PAGE>

64.4 Notwithstanding the foregoing, Lessor's consent shall not be required
in connection with an assignment or a sublease of part or all of the
Premises to a Lessee Affiliate. "Lessee Affiliate" shall be defined as any
person or entity controlled by, controlling or under common control with,
directly or indirectly with Lessee.

65. REMEDIES
Paragraph 13.2 of the Lease is deleted in its entirety. The following
paragraphs, numbered 63.1 trough 63.3, replace Paragraph 13.2 of the Lease.

65.1 Lessor's Remedies. If Lessee materially defaults, Lessor may elect to
pursue any of the following remedies:

65.1.1 Elect to terminate this lease by giving written notice of
the termination. In that event, Lessor may recover from Lessee:

a. The worth at the time of award of any unpaid rent which had
been earned at the time of such termination; plus,

65.1.2 Continue the lease in effect and recover the rent as it
becomes due.

65.1.3 Exercise any other right allowed by law or in equity.

65.1.4 Lessor has the remedy provided in California Civil Code
Section 1951.4 (Lessor may continue lease in effect after Lessee's
breach and abandonment and

<PAGE>

recover rent as it becomes due, if Lessee has right to sublet or
assign, subject only to reasonable limitations).

65.2 Default and Abandonment. If rent is due and unpaid for at lease 14
consecutive days, and Lessor reasonably believes that Lessee has abandoned
the Premises, then Lessor may terminate the lease in the manner provided in
California Civil Code Section 1951.3, or Lessor may continue the lease and
enforce all of its remedies under the lease, or Lessor may exercise any
other right allowed by law or in equity.

65.3 Termination, Surrender. In no event shall Lessor be deemed to have
accepted a surrender of the Lease or terminated the Lessee's right to
possession unless Lessor provides a written notice to Lessee expressly
stating that it has accepted a surrender of the Lease and expressly stating
that it is terminating the Lease.

66. DEFAULT BY LESSOR
Paragraph 13.3 is amended by adding the following:
Subject to the foregoing, the material failure to observe or perform any
covenant, term or condition of this Lease required to be performed by Lessor
shall constitute a default by Lessor.

67. INTEREST ON PAST DUE OBLIGATIONS
Paragraph 19 is amended to provided that interest shall accrue on amounts
payable by Lessor to Lessee that is not paid when due.

68. LESSOR'S ACCESS
Except in an emergency, there shall be reasonable advance notice to Lessee prior
to entry by Lessor. Upon such entry, Lessor shall cooperate with Lessee with
respect to Lessee's reasonable security requirements.

69. AUTHORITY
Paragraph 43 is amended by adding the following:
All corporate or partnership action on the part of Lessor necessary for the
authorization, execution, delivery of, and the performance of all obligations of
Lessor hereunder has been taken, and this Lease when executed and delivered,
will constitute a valid and legally binding obligation of Lessor, enforceable in
accordance with its respective terms.

70. BROKERS
Lessor has not employed or authorized a Broker and shall not have any liability
for any commissions or finders fees under this Lease. Lessor may voluntarily
assume a liability for a commission or finders fee, but only if Lessor has
executed a separate agreement directly with the person or entity seeking a
commission or finders fee in which Lessor expressly agrees to pay a commission
or finders fee to that person or entity.

71. WARRANTS
Subject to compliance with State and Federal securities laws, and appropriate
corporate authorization, all of which Lessee agrees to diligently pursue at its
own expense, Lessee shall issue to Lessor on the commencement date of this
Lease, warrants to purchase either (i) if at such

<PAGE>

such time the Lessee is a private company, 22,000 shares of the series of
Lessee's preferred stock sold in the latest equity financing round with and
exercise price equal to the price per share that such stock was sold in that
round and otherwise on the same terms then in effect for such series of
preferred stock, or (ii) if at such time the Lessee is a public company,
22,000 shares of Lessee's common stock as reported by the Nasdaq National
Market or the securities exchange on which shares are traded on the trading
day which precedes the commencement date of this Lease. The form of the
warrants to be issued to Lessor pursuant to this paragraph 69 is attached
hereto as Exhibit "B".

70. NON-RECOURSE AS TO LESSOR
Neither Lessor nor any of its partners, employees, or agents shall have any
personal liability under this Lease. Lessee's sole recourse for any liability of
Lessor or of any partner, employee or agent of Lessor under this Lease shall be
limited to Lessor's interest in the Office Building Project.

LESSOR: LESSEE:

De Anza Properties Impresse Corporation

By: /s/ By: /s/
--------------------------- -----------------------------
Its: General Partner Its: Chief Financial Officer
-------------------------- ----------------------------
Dated: 12/10/99 Dated: 12/10/99
------------------------ --------------------------