TENERA INC, 10-Q, EX-10.2, 2000-08-14

TENERA INC
10-Q, EX-10.2, 2000-08-14
ENGINEERING SERVICES

Previous: TENERA INC, 10-Q, EX-10.1, 2000-08-14

Next: TENERA INC, 10-Q, EX-27.0, 2000-08-14

THE SHELL BUILDING

LANDLORD: 100 Bush Corporation, a California corporation

TENANT: Tenera, Inc.

DATE: May 30, 2000

<PAGE>

THE SHELL BUILDING OFFICE LEASE

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
<S> <C>

1. Definitions..............................................................................................1
A. Premises...............................................................................1
B. Building...............................................................................1
C. Term...................................................................................1
D. Base Monthly Rental....................................................................1
E. Additional Rental......................................................................1
F. Rent...................................................................................1
G. Security Deposit.......................................................................1
H. Purpose................................................................................1
I. Tenant's Address for Notices...........................................................1
J. Landlord's Address for Notices.........................................................1
K. Business Hours.........................................................................1
L. Broker.................................................................................1
M. Guarantor..............................................................................1
N. Addendums and Exhibits to Lease........................................................1
2. Lease....................................................................................................1
3. Possession...............................................................................................1
4. Base Monthly Rental......................................................................................1
5. Additional Rental........................................................................................2
6. Security Deposit; Late Charge............................................................................3
7. Use of Premises..........................................................................................3
8. Alterations; Mechanics' Liens............................................................................3
9. Work to be Performed by Landlord.........................................................................4
10. Restrictions on Use......................................................................................4
11. Compliance with Law, Environmental.......................................................................4
12. Indemnity and Exculpation................................................................................5
13. Public Liability and Property Damage Insurance...........................................................5
A. Public Liability and Property Damage Insurance.........................................6
B. Business Interruption Insurance........................................................6
C. Workers' Compensation Insurance........................................................6
D. Extended Coverage and "All Risk" Insurance.............................................6
E. Builder's Risk Insurance...............................................................6
F. Waiver of Subrogation..................................................................6
G. Other Insurance Matters................................................................6
H. Construction...........................................................................6
14. Rules and Regulations....................................................................................6
15. Utilities................................................................................................7
16. Personal Property Taxes..................................................................................7
17. Maintenance..............................................................................................8
18. Restoration of Premises..................................................................................8
19. Entry by Landlord........................................................................................8
20. Estoppel Certificates....................................................................................8
21. Abandonment of Premises..................................................................................9
22. Removal of Trade Fixtures of Tenant at End of Term.......................................................9
23. Surrender of Lease.......................................................................................9
24. Holding Over.............................................................................................9
25. Grace Period.............................................................................................9
26. Landlord's Remedies Upon Default.........................................................................9
27. Attorneys' Fees on Default..............................................................................10
28. Insolvency..............................................................................................10
29. Assignment or Subletting................................................................................11
30. Transfer by Landlord - Release from Liability...........................................................12
31. Damage..................................................................................................12
32. Condemnation............................................................................................13
</TABLE>

33. Subordination to Encumbrances...........................................................................13
34. Relocation..............................................................................................14
35. Communications and Computer Lines.......................................................................14
36. Effect of Exercise of or Failure to Exercise Privilege..................................................14
37. Waiver..................................................................................................15
38. Labor Relations.........................................................................................15
39. Notices.................................................................................................15
40. Entire Agreement; Amendments............................................................................15
41. Landmark................................................................................................15
42. Light and Air...........................................................................................15
43. Auctions and Signs......................................................................................15
44. Execution, Recordation..................................................................................15
45. Tenant's Authority......................................................................................15
46. Limitation of Tenant's Remedies.........................................................................15
47. Time and Applicable Law.................................................................................15
48. Name....................................................................................................16
49. Provisions are Covenants and Conditions.................................................................16
50. Severability............................................................................................16
51. Captions................................................................................................16
52. Successors..............................................................................................16
53. Relationship of Parties.................................................................................16
54. Temporary Space.........................................................................................16
55. Brokers.................................................................................................16
56. Interpretation..........................................................................................16
57. Force Majeure...........................................................................................16
58. Asbestos................................................................................................16
EXHIBIT AFloor Plan.............................................................................................A-1
EXHIBIT BWork Letter Agreement .................................................................................B-1
EXHIBIT CRules and Regulations of the Building..................................................................C-1
A. Signs................................................................................C-1
B. Window Coverings.....................................................................C-1
C. Building Directory...................................................................C-1
D. Hallways and Passages................................................................C-1
E. Locks................................................................................C-1
F. Restrooms............................................................................C-1
G. Moving In and Out of Premises; Heavy Equipment.......................................C-1
H. Janitorial Services and Cleaning.....................................................C-2
I. Use of Premises......................................................................C-2
J. Communications and Computer Equipment................................................C-2
K. Floor Coverings......................................................................C-2
L. Deliveries...........................................................................C-2
M. Access Refused.......................................................................C-2
N. Soliciting on Premises...............................................................C-2
O. Landlord's Employees.................................................................C-2
P. Vending Machines.....................................................................C-3
Q. Building Name and Address............................................................C-3
R. Trash................................................................................C-3
S. Doors................................................................................C-3
T. Equipment............................................................................C-3
U. Air Conditioning.....................................................................C-3
V. Energy Conservation..................................................................C-3
W. Disorderly Persons...................................................................C-3
X. Smoking..............................................................................C-3
Y. Water Conservation...................................................................C-3
Z. Safety and Security Devices..........................................................C-3
AA. Amendments...........................................................................C-3
EXHIBIT DGuarantee..............................................................................................D-1
EXHIBIT ETerm Commencement Agreement............................................................................E-1
EXHIBIT FProposition 65 NoticeandMaterial Safety Data Sheet.....................................................F-1
EXHIBIT GSpace Plan.............................................................................................G-1
OTHER EXHIBITS (if any):...........................................................................................
</TABLE>

<PAGE>

............................................................................---

<PAGE>

THE SHELL BUILDING OFFICE LEASE

This lease ("Lease") is made in San Francisco, California, on May __,
2000, between 100 BUSH CORPORATION, a California corporation ("Landlord") and
Tenera, Inc., a Delaware Corporation ("Tenant"). If Tenant consists of more than
one person or entity, the obligations under this Lease imposed on Tenant will be
joint and several.

1. Definitions. As used throughout this Lease, the following words have the
stated meanings.
1. Premises: Suite 850, consisting of 4,101 rentable square feet, and Suite 820,
consisting of 1,284 rentable square feet, for a total of 5,385 rentable square
feet, as shown on Exhibit A attached, being a portion of the 8th floor of the
Building. The rentable square feet have been stipulated to between Landlord and
Tenant. The rentable square feet includes the usable area, without deduction for
columns or projections, multiplied by a load factor to reflect a share of
certain areas, which may include lobbies, corridors, mechanical, utility,
janitorial, boiler and service rooms and closets, restrooms and other public,
common and service areas of the Building.

2. Building: The Shell Building, 100 Bush Street, San Francisco, California
94104.
3. Term: For Suite 820, commencing on the later of September 1, 2000 or
upon Landlord's substantial completion of the Tenant Improvements described in
Paragraph 9 hereof for Suite 820; and for Suite 850, commencing on the later of
November 15, 2000 or upon Landlord's substantial completion of the Tenant
Improvements described in Paragraph 9 hereof for Suite 850 ( "Commencement
Date"); for both Suites 820 and 850, the lease shall terminate 60 months after
the Commencement Date on the day before the anniversary of such Commencement
Date ("Termination Date").

4. Base Monthly Rental: $70.00 per rentable square foot of Premises per
annum, which isr $31,412.50 per month. The rent shall increase by $1.00 per
rentable square foot per annum, on the anniversary of the Commencement Date.
5. Additional Rental: 2.504% of the increase in "Direct Expenses" and
2.418% of the increase in "Direct Tax Expenses" (as Paragraphs 5D, 5E and 5F
define those terms) of the Building over said expenses in the calendar year 2000
(the "Base Year"); provided, however, there shall be no Additional Rent for the
first twelve (12) months of the term. The percentage for Direct Expenses is the
rentable square feet of the Premises divided by the Building rentable square
footage of 215,055 and for Direct Tax Expenses is the rentable square feet of
the Premises divided by the Building Total Rentable Square Footage of 222,667.
Landlord may recalculate this percentage from time to time to reflect
reconfigirations, additions or modifications to the Building.
6. Rent: Base Monthly Rental, Additional Rental, and all other charges
payable by Tenant to Landlord.
7. Security Deposit: An amount equal to $31,412.50.
8. Purpose: General office and executive administration.
9. Tenant's Address for Notices: 100 Bush Street, Suite 850, San Francisco,
California 94104.
10. Landlord's Address for Notices: The term "Landlord's Address for
Notices" shall mean 100 Bush Corporation, 100 Bush Street, San Francisco,
California 94104.
11. Business Hours: The term "Normal Business Hours" shall mean reasonable
hours determined by Landlord from time to time (federal and state holidays
excepted) during which the building is serviced.
12. Broker: The term "Broker" shall mean Colliers International as the
Listing Broker and Insignia ESG as the Procuring Broker.
13. Guarantor: N/A.
14. Addendums and Exhibits to Lease: Exhibit A (Floor Plan), Exhibit B
(Work Letter Agreement or Tenant Improvement Agreement), Exhibit C (Rules and
Regulations of the Building), Exhibit D (Guarantee), Exhibit E (Term
Commencement Agreement), Exhibit F (Proposition 65 Notice and Material Safety
Data Sheet) and Exhibit G (Renewal Option).
O.

<PAGE>

2. Lease. Landlord leases to Tenant and Tenant leases from Landlord the Premises
upon and subject to the terms, covenants and conditions herein set forth. Tenant
covenants as a material part of the consideration for this Lease to keep and
perform each and all of said terms, covenants and conditions. Tenant agrees that
this Lease is made upon the condition of such performance. Except as set forth
in this Lease, Tenant accepts the Premises in their "as is" state of repair and
condition, and Landlord has made no representations to Tenant regarding the
condition of the Premises or the Building.

3. Possession. If Landlord, for any reason whatever, is unable to deliver
possession of the Premises to Tenant by the Commencement Date (a "Delay"),
Landlord will not be liable for any loss resulting therefrom, and this Lease
will not be either void or voidable but the Commencement Date and the
Termination Date, unless the Work Letter Agreement or Tenant Improvement
Agreement referred to in Paragraph 9 specifically provides otherwise, will be
deferred for the number of days of the Delay. If Landlord tenders possession of
the Premises to Tenant before the Commencement Date, and Tenant accepts such
prior tender, such occupancy will be subject to all of the terms, covenants and
conditions of this Lease including, without limitation, the payment of Rent.

4. Base Monthly Rental.
1. Tenant agrees to pay Base Monthly Rental, without notice, in advance, on the
first day of each calendar month of the Term. The Base Monthly Rental for the
first month of the Term will be paid upon execution of the Lease. In the event
the Term commences or ends on a day other than the first day of a calendar
month, then the Base Monthly Rental for such fractional month will be prorated
based on a 30-day month.

2. Base Monthly Rental will be paid by Tenant to Landlord, without deduction or
offset, in lawful money of the United States of America, at the Building office
or to such other person and/or at such other place as Landlord may from time to
time designate in a notice to Tenant.

3. All other charges payable by Tenant under the Lease shall be due as of the
first day of the following calendar month and paid as part of Base Monthly
Rental unless a different payment date is specified in this Lease.

<PAGE>

5. Additional Rental.

1. Tenant further agrees to pay Additional Rental, in monthly installments, on
the first day of each month of the Term commencing on the first day of the
calendar year following the calendar year set forth in Paragraph 1E. If the Term
ends on a day other than the last day of a calendar month, then, upon the first
day of the last calendar month of the Term, Tenant will pay Landlord a portion
of Additional Rental for such fractional month prorated based on a 30-day month.

2. Additional Rental will be paid by Tenant to Landlord, without notice and
without deduction or offset, in lawful money of the United States of America, at
the Building office or to such other person and/or at such other place as
Landlord may from time to time designate in a notice to Tenant.

3. Landlord will try to give Tenant advance notice of Additional Rental payable
by Tenant, but failure by Landlord to give advance notice is not a waiver by
Landlord of its right to receive from Tenant any Additional Rental. In addition,
Landlord may, but is not required to, at or after the start of the calendar year
following the calendar year set forth in Paragraph 1E, notify Tenant of
Landlord's estimate of Tenant's liability for Additional Rental for the ensuing
year, which amount will be divided into twelve (12) equal portions and added to
the monthly payments of rent required to be made by Tenant in such year. If
Tenant's actual payment of Additional Rental is finally determined by Landlord
to be greater or less than the total amounts actually paid by Tenant pursuant to
this paragraph during the applicable year ("Landlord's Statement"), a credit or
payment will be made by Landlord or Tenant, whichever the case may be, within
the thirty (30) days following the issuance of Landlord's Statement. Upon
written request by Tenant within thirty (30) days of issuance of Landlord's
Statement, Landlord will make its prior year records pertaining to Direct
Expenses available to Tenant to allow Tenant, at its sole cost and expense, to
verify their accuracy. Absent such request, Landlord's Statement shall be final
as to such year.

4. Direct Expenses include all costs of operation and maintenance of the
Building as determined by Landlord including, but not limited to, the following
costs by way of illustration only: premiums for property, casualty, liability,
rent interruption or any other insurance carried by Landlord; salaries, wages
and other amounts paid or payable for personnel including the Building manager,
superintendent, operation and maintenance staff, and other employees of Landlord
involved in the maintenance, management and operation of the Building, including
contributions and premiums towards fringe benefits, unemployment, disability
insurance, worker's compensation insurance, pension plan contributions and
similar premiums and contributions and the total charges of any independent
contractors or property managers engaged in the operation, repair, care,
maintenance and cleaning of any portion of the Building; fair market rental and
other costs with respect to Building Management office; costs of accounting
services incurred in the preparation of statements and financial reports, audit
fees; cleaning expenses, including without limitation janitorial services,
window cleaning and garbage and refuse removal; landscaping expenses, including
without limitation irrigating, trimming, fertilizing, replacing plants and
floral arrangements; heating, plumbing, mechanical, elevator, sprinklers,
fire/life safety systems, security and energy management systems and
steam/utilities expenses, including fuel, gas, electricity, water, sewer,
telephone, advertising, public relations, tenant relations and activities and
other services, maintaining, operating and repairing components of any equipment
or machinery used in connection with the Building, and the rental of same or any
office or other equipment for the management of the Building; any other items of
repair and maintenance of the Building; cost of policing, security and
supervision of the Building; audit and accounting fees; any capital improvements
(or amortization thereof) (i) made primarily to reduce Direct Expenses or to
comply with governmental requirements, (ii) for replacements (as opposed to
additions or new improvements) of nonstructural items located in the common
areas of the Property required to keep such areas in good condition or (iii)
expenditures that are consistent with Direct Expenses as defined above, although
the benefits of the expenditures survive the current year; payments under any
easement, operating agreement, declaration, restrictive covenant or instrument
pertaining to sharing of costs in a planned development; fee for administration
and management of the building as determined by Landlord. Direct Expenses do not
include depreciation on the Building loan payments, real estate brokerage
commissions, and costs directly attributed to one tenant and not to other
tenants of the Building generally. Permitted capital improvements and repairs
may be amortized in the Landlord's reasonable discretion over: (i) their useful
lives, (ii) the period during which capital improvements reduce Direct Expenses
or (iii) three (3) years. Landlord may allocate costs of operation and
maintenance between the building where the Premises are located and other
properties owned by landlord or its affiliates and under common management, as
determined by landlord in the exercise of its reasonable discretion. Similarly,
Landlord may make other allocations of Direct Expenses in accordance with sound
management and accounting principles.

<PAGE>

5. Direct Tax Expenses include all real property taxes and annual installments
of real estate assessments on the Building; personal property taxes on personal
property of Landlord used in the operation or maintenance of the Building;
supplemental assessments that may result from changes in ownership or from the
completion of new construction; escape assessments; taxes on the gross or net
rental income of Landlord derived from the Building (excluding, however, state
and federal personal or corporate income taxes measured by the income of
Landlord from all sources); impositions created to pay for or supplement the
cost of governmental services that the Building or its tenants may use; transit
or transportation charges; housing subsidies and/or housing fund assessments;
possessory interest taxes; business or license taxes or fees; job training
subsidies and/or assessments; open space charges; excises; business or other
license or use fees; and the reasonable costs of contesting by appropriate
proceedings the amount or validity of any of the foregoing. If, during the Term
of this Lease, the present real property tax is wholly or partly replaced or
supplemented by another form of tax, there will be included within the
definition of Direct Tax Expenses any such tax, levy, or assessment (other than
federal, state, or city and county net income taxes or estate, gift, or other
similar taxes) that, whether or not now customary or within the contemplation of
the parties to this Lease, may be charged to Landlord and is by way of example
and not limitation (i) levied upon, allocable to, or measured by the Rent
payable hereunder; (ii) levied upon the business of owning and operating rental
properties to the extent such tax is applicable to the Premises; (iii) levied
upon or with respect to the possession, leasing, operation, management, or
occupancy by Tenant of the Premises or any portion thereof, or (iv) levied upon
or measured by the value of Tenant's personal property or leasehold
improvements. Direct Tax Expenses also include all expenses incurred, including
attorneys' and consultants' fees, in seeking a reassessment, reduction of, or
limit on the increase in any Direct Tax Expenses, whether or not successful.
Property taxes for any calendar year shall include property taxes which are due
for payment as well as those paid in such year.

6. If the Building rentable square footage is not one hundred percent (100%)
occupied during an entire calendar year, including the Base Year, then the
variable component of Direct Expenses and Direct Tax Expenses will be equitably
adjusted so that the total amount of Direct Tax Expenses and Direct Expenses
equals the amount which would have been paid or incurred by Landlord had the
Building been one hundred percent (100%) occupied for the entire calendar year.
In no event will Landlord be entitled to receive from Tenant and the other
tenants in the Building an aggregate amount in excess of actual Direct Expenses
and Direct Tax Expenses as a result of the foregoing provision.

6. Security Deposit; Late Charge. Upon the execution of this Lease, Tenant will
pay Landlord the Security Deposit to secure the faithful performance by Tenant
of all of the terms, covenants, and conditions of this Lease to be kept and
performed by Tenant. The Security Deposit is not being held in trust, and
Landlord is not required to segregate the Security Deposit from its other funds
or pay interest or any other return on such Security Deposit. Landlord has the
right (but not the obligation) at any time or times to apply the Security
Deposit, or any portion thereof, to any Rent or other sums due and unpaid by
Tenant under this Lease. If Landlord elects to so apply, Landlord will deliver
notice to Tenant of the nature and amount so applied. Tenant must then deposit
with Landlord an amount sufficient to replace the amount so applied to return
such funds to an amount equal to the original Security Deposit. If Tenant fails
to make such deposit within five (5) days after Landlord's notice, Landlord at
its option may resort to any or all remedies available to it for the nonpayment
of Rent. Following the termination of the Term of this Lease or, if Tenant has
held over beyond such termination, following the end of such hold over, provided
Tenant has vacated the Premises and fully performed all of its obligations
hereunder, Landlord will return to Tenant the Security Deposit, or such portion
thereof then held by Landlord, after all applications have been made by Landlord
on account of Tenant's breach or default hereunder; provided, however, any such
return is not an admission by Landlord that Tenant has performed all of its
obligations hereunder. It is specifically understood that Tenant has no right at
any time to apply the Security Deposit, or any portion thereof, to any of its
Rent obligations (including its last months Rent) or to any other sums due and
payable by Tenant under this Lease. No beneficiary, mortgagee, secured party, or
other holder of any encumbrance (hereinafter, "lender"), nor any purchaser at
any judicial or private foreclosure sale of the Building, will ever be
responsible to Tenant for its Security Deposit unless the lender or purchaser
has actually received the same.

<PAGE>

Tenant acknowledges that late payment by Tenant to Landlord of Rent or
other sums due hereunder will cause Landlord to incur costs not contemplated by
this Lease, the exact amount of which would be extremely difficult to ascertain.
Such costs include, but are not limited to, processing and accounting charges,
and late charges that may be imposed upon Landlord. Accordingly, if Landlord
does not receive any installment of Rent or any other sum due from Tenant within
ten (10) days after due, Tenant will pay to Landlord, in addition to any other
sums payable hereunder, a late charge of ten percent (10%) of the amount due,
plus any attorneys' fees incurred by Landlord because of Tenant's failure to pay
Rent and/or other charges when due hereunder; provided, however, that in the
first instance of late payment only, Tenant will pay a late charge of five
percent (5%). The parties agree that such late charge represents a fair and
reasonable estimate of the costs that Landlord will incur because of the late
payment by Tenant. Acceptance of such late charges by the Landlord will in no
event be a waiver of Tenant's default with respect to any such overdue amount,
nor prevent Landlord from exercising any of the other rights and remedies
granted hereunder.

In addition, Tenant will pay Landlord $50.00 as additional Rent for
each check tendered by Tenant that is not honored for payment by Tenant's bank
for whatever reason.

7. Use of Premises. The Premises will be used for the Purpose and for no
other purposes without the prior written consent of Landlord, which consent
Landlord may withhold in its absolute discretion.

8. Alterations; Mechanics' Liens.

1. Tenant will not make or suffer to be made, directly or indirectly, any
addition or change to or modification of the Premises, including, without
limitation, the installation of fixtures, trade fixtures, and leasehold
improvements (hereinafter, "alteration") without first obtaining the written
consent of Landlord, which consent will not be unreasonably withheld and which
consent may be conditioned upon such matters as Landlord's prior written
approval of the reasonable time or times when the alterations are to be
performed, employment only of contractors and subcontractors who will not cause
labor disharmony, and other reasonable conditions prior to Landlord's approval.
However, no alteration will be permitted if it is structural or will affect the
Building's HVAC, electrical, or plumbing systems. Any alteration (excluding
trade fixtures and movable furniture installed by Tenant that belongs to Tenant)
becomes at once a part of the realty and belongs to Landlord subject to
Landlord's rights under Paragraph 17. Any alterations will be done in accordance
with plans and specifications approved by Landlord. Landlord may charge Tenant a
reasonable amount for approval of plans and specifications for alterations
costing more than $5,000.

2.All alterations will be made by fully licensed, insured and bonded contractors
approved in writing by Landlord in advance.

<PAGE>

3. If Tenant makes alterations, it will obtain all permits required and perform
the work in accordance with all applicable laws, rules, regulations and
ordinances. All such work will be performed in a first class manner causing no
interference with the operation of the Building and no unreasonable noise, odors
or inconvenience to Landlord or the other tenants of the Building.

4. In making any alterations, Tenant will keep the Premises and the Building
free from any liens arising out of any work performed, materials furnished, or
obligations incurred by Tenant. Tenant may not make any alterations of the
Premises until seven (7) days after receipt by it of the written consent of
Landlord in order that Landlord may post or request Tenant to post any
appropriate notices to avoid any possible liability with respect to liens.
Tenant will, at Landlord's request, prepare, record and post such notices and at
all times permit such notices to be posted and to remain posted until the
completion and acceptance of such work. In addition, at Landlord's request,
Tenant will secure at Tenant's own cost and expense a completion and lien
indemnity bond, satisfactory to Landlord, for all such work. Tenant further
agrees that there will be no construction, partitions, or other obstructions
which might interfere with Landlord's free access to mechanical installations or
service facilities of the Building or with the moving of Landlord's equipment to
or from the enclosures containing said installations or facilities. Tenant must
notify Landlord if the Alterations include the handling of any Hazardous
Materials1 and whether these materials are of a customary and typical nature for
industry practices. Upon completion of the Alterations, Tenant will provide
Landlord with copies of as-built plans. Neither the approval by Landlord of
plans and specifications relating to any Alterations nor Landlord's supervision
or monitoring of any Alterations constitute any warranty by Landlord to Tenant
of the adequacy of the design for Tenant's intended use or the proper
performance of the Alterations.

5. If, as a result of any alterations made by Tenant it is necessary for
Landlord to make any other improvements or repairs to the Building, whether
within or without the Premises, such work will be at Tenant's expense.

9. Work to be Performed by Landlord. Landlord is not required to perform any
work upon the Premises of any type or nature, unless there is attached to this
Lease upon execution a Work Letter Agreement or Tenant Improvement Agreement
initialed by the Landlord which specifies such work (the "Tenant Improvements").
The cost of any Tenant Improvements is borne by the Tenant unless the Work
Letter Agreement specifies otherwise. Upon substantial completion of the Tenant
Improvements, Landlord will so notify Tenant. Such notice will constitute
delivery of possession by the Landlord.

<PAGE>

10. Restrictions on Use.

1. No use will be made or permitted to be made of the Premises, nor acts done,
that will increase the existing rate of insurance upon the Building or cause a
cancellation of any insurance policy covering the Building or any part thereof,
nor may Tenant sell, or permit to be kept, used, or sold in, on or about the
Premises, any article that may be prohibited by the standard form of fire
insurance policy. Tenant will, at its sole cost and expense, comply with all
requirements pertaining to the Premises of any insurance organization or company
necessary for the maintenance of reasonable fire and public liability insurance
covering the Building and its appurtenances.

2. Tenant will not do or permit anything to be done in or about the Premises
which will in any way obstruct or interfere with the rights of other tenants or
occupants of the Building or injure or annoy them, nor shall Tenant use or allow
the Premises to be used for any immoral, unlawful, or objectionable purposes,
without limiting the generality of the foregoing, Tenant will not make or permit
any unreasonable or unnecessary noises or odors in or upon the Premises. Tenant
will not commit, or suffer to be committed, any waste upon the Premises or any
nuisance (public or private) or other act or thing of any kind or nature
whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance
of any other tenant in the Building. The provisions of this paragraph are for
the benefit of Landlord only and are not, and will not be construed to be, for
the benefit of any tenant or occupant of the Building or any third party.

11. Compliance with Law, Environmental.

1. Tenant will, at its sole cost and expense, comply with all laws pertaining to
Tenant's use of the Premises, and faithfully observe all laws and the provisions
of all recorded documents in the use of the Premises and all requirements of any
board of fire underwriters or other similar body now or hereafter constituted
related to or affecting the condition, use, or occupancy of the Premises. The
judgment of any court of competent jurisdiction, or the admission of Tenant in
any action or proceeding against Tenant, whether or not Landlord is a party
thereto, that Tenant has violated any law pertaining to the Purpose of this
Lease or Tenant's use of the Premises will be conclusive of that fact as between
Landlord and Tenant. Without limiting the generality of the foregoing, the
duties of Tenant under this provision will include the making of all such
alterations of the Premises as may be required by law by reason of Tenant's use
of the Premises, or occasioned by reason of the failure of Tenant to effect
repairs, maintenance, replacement or cleaning of the Premises as required under
this Lease.

<PAGE>

2. As used herein, the following items have the following meanings:

(1) Environmental Activity is any actual, proposed or threatened use, storage,
treatment, existence, release, emission, discharge, generation, manufacture,
disposal or transportation of any Hazardous Materials from, into, on, under or
about the Premises, or any other activity or occurrence that causes or would
cause any such event to exist.

(2) Environmental Requirements means all present and future federal, state,
regional or local laws relating to the use, storage, treatment, existence,
release, emission, discharge, generation, manufacture, disposal or
transportation of any Hazardous Materials.

(3) Hazardous Material is any chemical, substance or material which is
classified or considered to be hazardous or toxic under any present of future
federal, state, regional or local laws, regulations or guidelines.

Tenant will not engage in nor permit the occurrence of any
Environmental Activity except in the ordinary course of Tenant's business and
only in compliance with all Environmental Requirements and prudent industry
practices. Tenant will, at its own expense, procure, maintain in effect and
comply with all conditions of any and all permits, licenses, and other
governmental and regulatory approvals required under any Environmental
Requirements for any Environmental Activity by Tenant, including, without
limitation, the discharge of (appropriately treated) materials or wastes into or
through any sanitary sewer serving the Premises, and upon termination of this
Lease will cause all of its Hazardous Materials to be removed from the Premises
in accordance with and in compliance with all applicable Environmental
Requirements.

3. Upon having knowledge thereof, Tenant will immediately notify Landlord in
writing of (i)any regulatory action that has been instituted, or threatened by
any governmental agency or court with respect to Tenant that relates to any
Environmental Activity; (ii) any claim relating to any Environmental Activity by
Tenant in, on or about the Premises, or that arises out of or in connection with
any Hazardous Materials in, on, under or about the Premises or removed from the
Premises; or (iii) any actual or threatened material release on, under or about
the Premises or any adjacent property of any Hazardous Material, except any
Hazardous Material whose discharge or emission is expressly authorized by and in
compliance with a permit issued by a federal, state, regional or local
governmental agency pursuant to Environmental Requirements.

4. Tenant will provide Landlord with copies of any communications with federal,
state, regional or local governments, agencies or courts with respect to any
Environmental Activity or Environmental Requirement relating to the Premises and
any communications with any third party relating to any claim made or threatened
with respect to any Environmental Activity by Tenant in, on or about the
Premises.

5. Tenant will indemnify, defend (by counsel reasonably acceptable to Landlord),
protect, and hold Landlord and each of Landlord's partners, employees, agents,
attorneys, successors and assigns, free and harmless from and against any and
all claims, liabilities, penalties, forfeitures, losses or expenses (including
attorneys' fees) arising from or caused in whole or in part, directly or
indirectly, by (i) an Environmental Activity by Tenant or Tenant's agents,
contractors, invitees, employees or partners; or (ii) Tenant's failure to comply
with any Environmental Requirement. Tenant's obligations under this Section 11
includes, without limitation, and whether foreseeable or unforeseeable, all
costs of any repair or cleanup, removal or remediation action, or detoxification
or decontamination of the Premises, or the preparation and implementation of any
closure, remedial action or other plans in connection therewith that are
required as a result of any Environmental Activity by Tenant, and survives the
expiration or earlier termination of the Term.

<PAGE>

12. Indemnity and Exculpation. As a material part of the consideration for this
Lease, Tenant hereby agrees that Landlord and any lender holding a mortgage or
deed of trust covering the Premises will not be liable to Tenant for any damage
to Tenant's property, and Tenant waives all claims against such persons for
damage to property from any cause whatsoever. Tenant further agrees that, except
to the extent arising from the intentional or negligent acts of Landlord or
Landlord's agents or employees, Tenant will indemnify, defend, and hold Landlord
harmless from and against any and all claims, demands, liabilities, damages,
judgments, orders, decrees, actions, proceedings, fines, penalties, costs and
expenses, including without limitation, court costs and attorneys' fees arising
from or relating to any loss of life, damage or injury to person, property or
business occurring in or from the Premises, or caused by or in connection with
any violation of this Lease or the use of the Premises or the Building by, or
any other act or omission of, Tenant, any other occupant of the Premises, or any
of their respective agents, employees, contractors or guests. Without limiting
the generality of the foregoing, Tenant specifically acknowledges that this
indemnity will apply to claims in connection with or arising out of any
alterations or improvements to the Premises and the transportation, use,
storage, maintenance, generation, manufacturing, handling, disposal, release or
discharge of any hazardous materials, except to the extent that any of the same
arises from the intentional or negligent acts of Landlord or Landlord's agents
or employees.

13. Public Liability and Property Damage Insurance.

1. Public Liability and Property Damage Insurance.

(1) Tenant at its sole cost and expense will maintain during the entire Term
(including any additional period that Tenant will have possession of or
otherwise occupy or conduct activities in or about the Premises whether before
or after the Term) public liability and property damage insurance with liability
limits of not less than $2,000,000 per occurrence, combined single limit bodily
injury and/or property damage liability. Landlord will be named as an additional
insured under such policy or policies, and the policy or policies will be
primary insurance insofar as Landlord is concerned.

(2) If Tenant fails, at any time during the Term, to keep such insurance in full
force and effect, Landlord may pay the necessary premiums therefor and the
repayment thereof will be deemed to be a part of the Rent due hereunder, payable
as such on the next date upon which Base Rental becomes due.

(3) All public liability insurance and property damage insurance will insure
performance by Tenant of the indemnity provisions of Paragraph 12; however, the
procuring of insurance within the limits herein set forth is not satisfaction of
Tenant's obligation to indemnify under Paragraph 12.

(4) Not more frequently than every three years, if, in the opinion of Landlord's
lender or of the insurance broker retained by Landlord, the amount of public
liability and/or property damage insurance coverage at that time is not
adequate, Tenant will increase the insurance coverage as reasonably required by
either such lender or insurance broker.

<PAGE>

2. Business Interruption Insurance. At all times during the Lease Term,
Tenant shall procure and maintain business interruption insurance in such amount
as will reimburse Tenant for direct or indirect loss of earnings attributable to
all perils.

3. Workers' Compensation Insurance. Tenant will also carry and maintain in full
force and effect during the entire Term hereof (and during any additional period
that Tenant will have possession of or otherwise occupy or conduct activities in
or about the Premises whether before or after the Term) employer's liability and
workers' compensation insurance as required by law.

4. Extended Coverage and "All Risk" Insurance. Tenant will also carry and
maintain in full force and effect during the entire Term hereof (and during any
additional period that Tenant will have possession of or otherwise occupy or
conduct activities in, on or about the Premises whether before or after the
Term), at Tenant's sole cost and expense, a policy or policies of insurance for
damage caused by the perils insured under Standard Fire, Extended Coverage and
"All Risk" coverage forms on Tenant's furniture, fixtures, equipment,
improvements, alterations, trade fixtures, and other personal property. Landlord
will be named as an additional insured on such policy or policies, to the extent
of its interest in such property, and the limits of coverage will be equal to
90% of the full current replacement value of such property.

5. Builder's Risk Insurance. If Tenant makes any alterations of the
Premises, Tenant will, at Tenant's sole cost and expense, carry "All-Risk"
builder's risk insurance, completed value form, in an amount satisfactory to
Landlord.

6. Waiver of Subrogation. With respect to any loss or damage to property, the
parties each hereby waive all rights of subrogation of their respective
insurers, provided such waiver of subrogation will not affect the right of the
insured to recover thereunder. The parties agree that their respective insurance
policies are now, or will be, endorsed such that said waiver of subrogation will
not affect the right of the insured to recover thereunder, so long as no
material additional premium is charged therefor.

<PAGE>

7. Other Insurance Matters. All the insurance required under this Lease will:

(1) Be issued by insurance companies authorized to do business in California,
with a financial rating of at least an A-10 status as rated in the most recent
edition of Best's Insurance Reports.

(2) Contain an endorsement requiring thirty (30) days' written notice from the
insurance company to both parties and to Landlord's lender before cancellation
or change in coverage, scope, or amount of any policy.

(3) Be renewed not less than twenty (20) days before expiration of the term
of the policy.

(4) If Tenant fails to obtain Business Interruption Insurance as provided in
subparagraph B above, Tenant waives all claims against Landlord for losses that
would have been covered by such insurance, and Tenant covenants not to sue
Landlord for any reason whatsoever on account of any direct or indirect loss of
earnings .

Each policy of insurance required under this Lease, or a certificate of
the policy, together with evidence of payment of premiums, will be deposited
with Landlord at the commencement of the Term and on each renewal of the policy.

8. Construction. Nothing in this Paragraph 13 will be construed as creating
or implying the existence of (i) any ownership by Tenant of any alterations in,
on or about the Premises or (ii) any right of Tenant to make any alterations in,
on or about the Premises.
1.

14. Rules and Regulations. The Rules and Regulations attached hereto as Exhibit
C are hereby incorporated by reference herein and made a part hereof. Tenant
shall abide by, and faithfully observe and comply with the Rules and Regulations
and any reasonable and non-discriminatory amendments, modifications and/or
additions thereto as may hereafter be adopted and published by written notice to
tenants by Landlord for the safety, care, security, good order and/or
cleanliness of the Premises and/or the Building. Landlord shall not be liable to
Tenant for any violations of such rules and regulations by any other tenant or
occupant of the Building.

<PAGE>

15. Utilities and Services.

1. Landlord agrees to furnish or cause to be furnished to the Premises, during
reasonable hours determined by Landlord and subject to applicable law and the
rules and regulations of the Building, the following utilities and services,
subject to the conditions and standards set forth herein: (i) non-attended
automatic elevator service (if the Building has such equipment serving the
Premises), in common with Landlord and other tenants and occupants and their
agents and invitees, (ii) water for drinking and rest room purposes, (iii)
reasonable janitorial and cleaning services, provided that the Premises are used
exclusively for office purposes and are kept reasonably in order by Tenant (if
the Premises are not used exclusively as offices, Landlord, at Landlord's sole
discretion, may require that the Premises be kept clean and in order by Tenant,
at Tenant's expense, to the satisfaction of Landlord and by persons approved by
Landlord; and, in all events, Tenant will pay Landlord for the cost of removing
Tenant's refuse and rubbish, to the extent the same exceeds the refuse and
rubbish attendant to normal office usage), (iv) radiant heat and air
conditioning, (v) at all reasonable times, electric current as required for
building standard lighting and customary office equipment. However: (a) without
Landlord's consent, Tenant may not install, or permit the installation, in the
Premises of any space heaters, air conditioning equipment, electronic equipment
or other type of equipment or machines which will increase Tenant's use of
electric current in excess of that which Landlord is obligated to provide
hereunder (provided, however, that the foregoing will not preclude the normal
use of personal computers or similar office equipment); (b) if Tenant requires
electric current which may disrupt the provision of electrical services to other
Tenants or which exceeds normal usage for Tenants in the Building, Landlord may
refuse to grant its consent or may condition its consent upon Tenant's paying
the cost of installing and providing any additional facilities required to
furnish such excess power to the Premises and upon the installation in the
Premises of electric current meters to measure the amount of electric current
consumed, Tenant will pay for the cost of such meter(s) and the cost of
installation, maintenance and repair thereof, as well as for all excess electric
current consumed at the rates charged by the applicable local public utility,
plus a reasonable amount to cover the additional expenses incurred by Landlord
in keeping account of the electric current so consumed; and (c) if Tenant's
increased electrical requirements will materially affect the temperature level
in the Premises or the Building, Landlord's consent may be conditioned upon
Tenant's requirement to pay such amounts as will be incurred by Landlord to
install and operate any machinery or equipment necessary to restore the
temperature level to that otherwise required to be provided by Landlord,
including but not limited to the cost of modifications to any air conditioning
system. Landlord will not, in any way, be liable or responsible to Tenant for
any loss or damage or expense which Tenant may incur or sustain if, for any
reasons beyond Landlord's reasonable control, either the quantity or character
of electric service is changed or is no longer available or suitable for
Tenant's requirements. Tenant covenants that at all times its use of electric
current will never exceed the capacity of the feeders, risers or electrical
installations of the Building. If submetering of electricity in the Building
will not be permitted under future laws or regulations, the Rent will be
equitably and periodically adjusted to include an additional payment to Landlord
reflecting the cost to Landlord for furnishing electricity to Tenant in the
Premises. Any amounts which Tenant is required to pay to Landlord pursuant to
this section are due within ten (10) business days after demand by Landlord and
are Additional Rental.

2. Landlord is not liable for any failure to furnish, stoppage of, or
interruption in furnishing any of services or utilities, when such failure is
caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor
disturbances, governmental regulation, civil disturbances, acts of war,
moratorium or other governmental action, or any other cause beyond Landlord's
reasonable control, and, in such event, Tenant is not entitled to any damages
nor will any failure or interruption abate or suspend Tenant's obligation to pay
Base Monthly Rental and Additional Rental or be construed as a constructive or
other eviction of Tenant. Further, in the event any governmental authority or
public utility promulgates or revises any law, ordinance, rule or regulation, or
issues mandatory controls, or voluntary controls relating to the use or
conservation of energy, water, gas, light or electricity, the reduction of
automobile or other emissions, or the provision of any other utility or service,
Landlord may take any reasonably appropriate action to comply with such law,
ordinance, rule, regulation, mandatory control or voluntary guideline and
Tenant's obligations hereunder will not be affected by any such action of
Landlord. The parties acknowledge that safety and security devices, services and
programs provided by Landlord, if any, while intended to deter crime and ensure
safety, may not in given instances prevent theft or other criminal acts, or
ensure safety of persons or property. The risk that any safety or security
device, service or program may not be effective, or may malfunction, or be
circumvented by a criminal, is assumed by Tenant with respect to Tenant's
property and interests, and Tenant must obtain insurance coverage to the extent
Tenant desires protection against such criminal acts and other losses, as
further described in this Lease. Tenant agrees to cooperate in any reasonable
safety or security program developed by Landlord or required by Law. The
foregoing notwithstanding, in the event that such services are interrupted for a
period of more than ten (10) consecutive days and such interruption prevents
Tenant from conducting its business at the Premises, Tenant's Base Rent
hereunder will be abated for the period of interruption.

<PAGE>

16. Personal Property Taxes. Tenant is responsible for and will pay before
delinquency all taxes and other governmental charges and impositions levied
against Tenant, Tenant's improvements, fixtures, trade fixtures, alterations,
furniture, fixtures, equipment, or other personal property, Tenant's leasehold
interest, the Rent or other charges payable by Tenant, any business carried on
at the Premises, or in connection with the use or occupancy thereof, including,
without limitation, City of San Francisco Gross Receipts Taxes, payroll taxes,
any general or special assessments, levies, fees or charges, transit or
transportation charges, housing subsidies and/or housing fund assessments,
possessory interest taxes, business or license taxes or fees, job training
subsidies and/or assessments, or open space charges, irrespective of whether any
of the foregoing is assessed or designated as a real or personal property tax,
and irrespective of whether any of the foregoing is assessed to or against
Landlord or Tenant. Should any of the foregoing be applied in any manner to the
real property taxes levied on the Building or appurtenances thereto, Tenant,
upon demand, will pay such personal property taxes to Landlord who in turn will
pay the same to the property tax collector.

17. Maintenance.

1. Upon occupancy, Tenant accepts the Premises as being in good and sanitary
order, condition and repair. Tenant, at its sole cost and expense, will keep the
Premises and every part thereof in good and sanitary condition and repair,
damage thereto by fire, earthquake, act of God or the elements excepted unless
caused by Tenant's negligence or willful act. Tenant agrees to carry out
promptly all maintenance that at any time may become necessary to put and keep
the Premises in as good and sanitary a condition as when received by Tenant from
Landlord, reasonable wear and tear excepted, and, the preceding sentence
notwithstanding, to replace immediately all interior glass now or hereafter
installed in the Premises, however broken. Maintenance or repair required
because of burglary or vandalism will be the sole responsibility of Tenant,
unless required as a result of Landlord's grossly negligent or intentional
misconduct.

2. If, during the Term, because of the Tenant's use of the Premises, any
alterations or improvements to the Premises are required by law, whether or not
such law was within the contemplation of the parties upon execution of this
Lease, Tenant will be obligated to make such alterations or improvements at its
sole cost and expense. However, if such alterations are required on a
Building-wide basis, and are not related to Tenant's particular use of the
Premises, Tenant's obligation under this Paragraph B will be limited to $5,000.

3. Tenant hereby waives all rights under, and the benefits of, Subsection 1 of
Section 1932 and Sections 1941 and 1942 of the California Civil Code, and under
any similar law, permitting Tenant to make repairs at the expense of Landlord or
to terminate a lease by reason of the condition of the leased premises.

18. Restoration of Premises. Tenant agrees that upon the expiration of the Term,
the earlier termination of the Lease for whatever reason, or Tenant's
abandonment of the Premises, whichever occurs first, Tenant will surrender or
leave the Premises in the same condition as when received, reasonable wear and
tear excepted, and damage by fire, earthquake, acts of God, or the elements
excepted, unless caused by Tenant's negligent or willful act or omission, and if
Tenant has made any alteration or improvement of the Premises, without
Landlord's consent as required by this Lease, Tenant will effect the restoration
of the Premises unless Landlord has expressly set forth in writing that a
particular alteration or improvement will not be removed. As used throughout
this paragraph, "restoration" means the reconstruction, rebuilding,
rehabilitation, and repairs necessary to return altered, improved, or damaged
portions of the Premises and other damaged property in, on or about the Premises
to substantially the same physical condition in which they were immediately
before the alteration, improvement, or damage.

<PAGE>

19. Entry by Landlord. Landlord reserves the right and Tenant will permit
Landlord and its authorized representatives to enter the Premises at all
reasonable times for purposes of (i) inspecting, performing maintenance or
making alterations of the Premises or any other portion of the Building,
including the erection and maintenance of such scaffolding, canopies, fences,
and props as Landlord may reasonably require; (ii) posting notices of
nonresponsibility or nonliability for alterations or repairs; (iii) placing upon
the Premises any usual or ordinary "for rent" signs; or (iv) showing or
submitting the Premises to prospective purchasers or tenants, all of which
actions Landlord may take without any abatement of Rent. Tenant hereby waives
any claim for damages for any injury or inconvenience to or interferences with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned by such entry. Landlord will use reasonable efforts in
order that the entrance to the Premises will not be blocked by the making of
such alterations or the performing of such maintenance and that the business of
Tenant will not thereby be interfered with unreasonably. For each of the
aforesaid purposes, Landlord will at all times have and retain a key with which
to unlock all of the doors in, upon, and about the Premises, excluding Tenant's
vaults, safes, file cabinets and desks, and Landlord may use any means which
Landlord deems proper to open said doors in an emergency in order to obtain
entry to the Premises. Any entry to the Premises obtained by Landlord by any of
said means, or otherwise, will not under any circumstances be construed or
deemed to be a forcible or unlawful entry into or a detainer of the Premises, or
an eviction of Tenant from the Premises or any portion thereof. Landlord has the
right to make alterations to or demolish the Building or erect other buildings
on the real property adjacent thereto. Tenant will not in such event be entitled
to any direct or consequential damages for any damage or inconvenience
occasioned thereby, but Landlord will use its best efforts to accomplish such
work in such a manner as to inconvenience Tenant as little as possible. In the
event Tenant is deprived of the use of the Premises by reason of the demolition
of the Building, this Lease will terminate without any liability of Landlord to
Tenant.

20. Estoppel Certificates. At any time not more than ten (10) days after a
request is received from Landlord, Tenant will execute, acknowledge and deliver
to Landlord, or to such party as Landlord may designate a written statement
certifying the date of commencement of this Lease, that this Lease is unmodified
and in full force and effect (or, if there have been any modifications of this
Lease, that the Lease is in full force and effect as modified and stating the
date and nature of the modification or modifications), that Landlord is not in
default under this Lease (or, if there is any claimed default, stating the
nature and extent thereof), that Tenant is not in default under this Lease (or,
if Tenant is in default, specifying the nature and extent thereof), the current
amounts of and the dates up to which Rent has been paid, the period for which
Rent and other charges have been paid in advance, and any additional matters or
information that may reasonably be requested by Landlord. It is expressly
understood and agreed that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective purchaser of the Building or any
lender, prospective lender, or any assignee or prospective assignee of any
lender, and by any third person. Tenant's failure to deliver such a statement
within said 10-day period will be conclusive against Tenant (i) that this Lease
is in full force and effect, without modifications except as may be represented
by Landlord, (ii) that there are no defaults in Landlord's performance
hereunder, and (iii) that not more than one month's Rent has been paid in
advance.

<PAGE>

21. Abandonment of Premises. Tenant will not vacate or abandon the Premises at
any time during the Term. If Tenant abandons, vacates or surrenders the
Premises, or is dispossessed by process of law or otherwise, any personal
property belonging to Tenant and left in or on the Premises will be deemed to be
abandoned, except as to such property as may be mortgaged to Landlord, and, at
the option of Landlord, such property may be removed and stored in any public
warehouse or elsewhere at the cost of and for the account of Tenant, and
Landlord shall have a lien thereupon for the costs of removal and storage as
well as all other sums which Tenant owes Landlord. At Landlord's option, such
property shall conclusively be deemed to have been conveyed by Tenant to
Landlord as if by bill of sale without payment by Landlord.

22. Removal of Trade Fixtures of Tenant at End of Term. If Tenant fully and
faithfully performs all of Tenant's obligations under this Lease, then Tenant
may remove, and upon the request of Landlord will remove, at Tenant's sole cost
and expense, all trade fixtures and movable furniture installed in, on or about
the Premises by Tenant, provided that such removal may be effected without
damage to the Premises.

23. Surrender of Lease. The voluntary or other surrender of this Lease by
Tenant, accepted by Landlord, or the mutual cancellation hereof, will not work a
merger and, at the option of Landlord, will either terminate any or all existing
subleases or subtenancies or operate as an assignment to Landlord of any or all
of such subleases or subtenancies.

24. Holding Over. Any holding over after the expiration of the Term with the
written consent of Landlord will be construed to be a tenancy from month to
month at a rent equal to 150% of the Rent payable under this Lease during the
last full month before the date of such expiration, provided that Landlord may
specify a higher rent upon thirty (30) day's notice. In addition, Tenant will
indemnify Landlord and hold it harmless from and against all damages, costs,
claims, causes of action, liabilities, and expenses (including, without
limitation attorneys' fees and expenses and claims for damages by any other
person to whom Landlord may have leased all or any part of the Premises
effective upon such expiration) sustained by Landlord by reason of such
retention.

25. Grace Period.

1. No default or breach of any of the terms, covenants or conditions of this
Lease will exist on the part of Landlord until (i) Tenant serves Landlord with a
notice specifying with particularity the default or breach alleged to exist and
(ii) Landlord fails to perform or observe said term, covenant or condition, as
the case may be, within a reasonable time not to exceed thirty (30) days after
receiving the notice.

2. If the Landlord is delayed or prevented from performing the act required by
reason of acts of God, strikes, lockouts, labor troubles, inability to procure
materials, restrictive laws, or any other cause beyond Landlord's reasonable
control, the performance of the act will be excused for the period of the delay,
and the period for the performance of the act will be extended for a period
equivalent to the period of such delay.

26. Landlord's Remedies Upon Default. Landlord has the following remedies
if Tenant breaches or defaults on this Lease. These remedies are not exclusive
but are in addition to any rights and remedies now or later allowed by law or in
equity.

<PAGE>

1. Landlord may either terminate Tenant's right of possession to the Premises,
thereby terminating this Lease, or have this Lease continue in full force and
effect with Tenant having the right of possession to the Premises. If Landlord
elects to terminate Tenant's right of possession to the Premises, then Landlord
will have the immediate right of entry to and may remove all persons and
property from the Premises. Such property so removed may be stored in a public
warehouse or elsewhere at the cost and for the account of Tenant. Upon such
termination Landlord, in addition to any other rights and remedies, including
rights and remedies under Subparagraphs (1), (2) and (4) of Subdivision (a) of
Section 1951.2 of the California Civil Code, or any amendment to or any
successor law of that section, will be entitled to recover from Tenant 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 the award exceeds the amount of such rental loss that
the Tenant proves could be reasonably avoided. The amount Landlord may recover
under Subparagraph (4) of Subdivision (a) of Section 1951.2 of the California
Civil Code will include, without limitation, the cost of recovering possession
of the Premises, expenses of reletting (including advertising), brokerage
commissions and fees, costs of placing the Premises in good order, condition and
repair, including necessary maintenance and restoration of the Premises,
attorneys' fees, court costs and costs incurred in the appointment of and
performance by a receiver to protect the Premises or Landlord's interest under
this Lease. The worth at the time of the award of the amount referred to in
Subparagraph (3) of Subdivision (a) of Section 1951.2 of the California Civil
Code will be computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of the award plus one percent
(1%). The worth at the time of the award referred to in Subparagraphs (1) and
(2) of Subdivision (a) of Section 1951.2 of the California Civil Code will be
computed by allowing interest at the maximum rate permitted by law. Prior to
such award, Landlord may relet the Premises for the purpose of mitigating
damages suffered by Landlord because of Tenant's failure to perform its
obligations hereunder.

2. Any proof by Tenant under Subparagraphs (2) or (3) of Subdivision (a) of
Section 1951.2 of the California Civil Code of the amount of rental loss that
could be reasonably avoided will be made in the following manner: Landlord and
Tenant will each select a licensed real estate broker in the business of renting
property of the same type and Purpose as the Premises and in the same geographic
vicinity; these two brokers will select a third licensed real estate broker of
similar qualifications; the two brokers selected by the parties will determine
the amount of rental loss that could be reasonably avoided for the balance of
the Term after the time of the award. The third broker will then decide which of
the two brokers has made the better determination of the worth at the time of
the award, and his decision will be final and binding on the parties.

3. If Landlord elects to keep this Lease in full force and effect with Tenant
retaining the right of possession to the Premises (notwithstanding the fact that
Tenant may have vacated or abandoned the Premises), Landlord may enforce all of
its rights and remedies under this Lease or allowed by law or in equity
including, but not limited to, the right to recover the installments of Rent as
they become due under this Lease; additionally, the Landlord has the remedy
described in California Civil Code Section 1951.4 (lessor may continue lease in
effect after lessee's breach and abandonment and recover rent as it becomes due,
if lessee has right to sublet or assign, subject only to reasonable
limitations). Notwithstanding any such election to have this Lease remain in
full force and effect, Landlord may at any time thereafter elect to terminate
Tenant's right of possession to the Premises, thereby terminating this Lease,
for any previous breach or default which remains uncured, or for any existing or
subsequent breach or default. For purposes of Landlord's right to continue this
Lease in effect upon Tenant's breach or default, acts of maintenance or
preservation or efforts by Landlord to relet the Premises or the appointment of
a receiver on initiative of Landlord to protect its interest under this Lease do
not constitute a termination of Tenant's right of possession.

<PAGE>

4. If Landlord elects to keep this Lease in full force and effect, Landlord may,
as attorney-in-fact of Tenant, sublet the Premises, or any part thereof, from
time to time and for such tenant, at such rent, and upon such other terms,
covenants and conditions as Landlord in its sole discretion may deem advisable
with the unqualified right to make alterations, effect restoration, and perform
maintenance to the Premises. Upon each such subletting (i) Tenant will be
responsible for, in addition to Tenant's indebtedness to Landlord other than
Rent due hereunder, the costs of such subletting and of such alterations,
restoration and maintenance incurred by Landlord, and the amount by which the
Rent hereunder for the period of such subletting (to the extent such period does
not exceed the Term hereof) exceeds the amount agreed to be paid as Rent for the
Premises for the period of such subletting, or (ii) at the option of Landlord,
rents received from such subletting will be applied: first, to the payment of
Tenant's indebtedness to Landlord other than Rent due hereunder; second, to the
payment of costs of such subletting and of such alterations, restoration and
maintenance; third, to the payment of Rent due and unpaid hereunder; and fourth,
the residue, if any, to be held by Landlord and applied in payment of future
Rent as the same becomes due hereunder. If Tenant has been credited with any
rent to be received by such subletting and such rent is not promptly paid to
Landlord by the subtenant(s), or if such rent received from such subletting
during any month is less than the Rent to be paid during that month by Tenant
hereunder, Tenant will pay any such deficiency to Landlord. Such deficiency will
be calculated and paid monthly on the date Rent is due and payable hereunder. No
taking possession of the Premises by Landlord, as attorney-in-fact for Tenant,
will be construed as an election on Landlord's part to terminate this Lease
unless a notice of such election is given to Tenant. Notwithstanding any such
subletting without termination of this Lease, Landlord may at any time
thereafter elect to terminate this Lease for any previous, existing or
subsequent breach or default. At Landlord's option and application, a receiver
for Tenant will be appointed to take possession of the Premises, to exercise
Landlord's right to sublet the Premises as attorney-in-fact for Tenant, and to
apply any rent collected from the Premises as provided herein.

5. Nothing in this paragraph affects Landlord's right of to indemnification
for liability arising prior to the termination of the Lease for damage to person
or property.

6. If Tenant is in default in the performance of any term, covenant or condition
to be performed by it under this Lease, then, after notice and without waiving
or releasing Tenant from the performance of such term, covenant or condition,
Landlord may, but will not be obligated to, perform the same, and, in exercising
any such right, may pay necessary and incidental costs and expenses in
connection therewith. All sums so paid by Landlord, together with interest
thereon at the maximum rate of interest allowed by law, will be deemed
Additional Rent hereunder and will be payable to Landlord by Tenant on the next
rent-paying day.

7. Rent not paid when due bears interest, in addition to any late charge
provided hereunder, at the maximum rate of interest allowed by law from the date
due until paid.

8. No security or guaranty which may now or hereafter be furnished Landlord for
the payment of the Base Rental or for performance by Tenant of the other terms,
covenants or conditions of this Lease will in any way be a bar or defense to any
action in unlawful detainer, for the recovery of the Premises, or to any action
which Landlord may at any time commence for a breach of any of the terms,
covenants or conditions of this Lease.

<PAGE>

27. Attorneys' Fees on Default. If either Landlord or Tenant obtain legal
counsel or bring an action against the other for any reason relating to or
arising out of this Lease, the unsuccessful party will pay to the prevailing
party its attorneys' fees, which will be payable whether or not such action is
prosecuted to judgment. The term "prevailing party" includes, without
limitation, a party who obtains substantially the relief sought whether by
compromise, settlement or judgment.

28. Insolvency. Any of the following is a breach of this Lease by Tenant and
a default hereunder:

1. The appointment of a receiver to take possession of all or substantially
all of the assets of Tenant; or

2. A general assignment by Tenant for the benefit of creditors; or

3. Any action taken or suffered by Tenant under any insolvency, bankruptcy,
or reorganization act; or

4. The admission by Tenant in writing of its inability to pay its debts as
they become due; or

5. The levying of execution upon any interest of Tenant in or under this Lease
or upon the property of Tenant within the Premises, unless the same will be
bonded against or discharged within twenty (20) days following the levy or
within five (5) days prior to the proposed sale thereunder, whichever is
earlier; or

6. The attachment or garnishment of any interest of Tenant in, to, or under this
Lease or upon the property of Tenant in the Premises, unless it is discharged
within twenty (20) days after the levy thereof.

Upon any such event, this Lease terminates five (5) days after receipt by
Tenant of notice of termination; provided, however, that notwithstanding such
termination, Landlord may enforce its remedies under Paragraph 26 and provided
further that neither such termination nor such exercise of remedies will
terminate the right of Landlord or any lender to enforce any indemnities given
by Tenant under this Lease. In no event will this Lease be assigned or
assignable by reason of any voluntary or involuntary bankruptcy proceedings, nor
will any rights or privileges hereunder be an asset of Tenant in any bankruptcy,
insolvency, or reorganization proceedings, except at the election of Landlord so
to treat the same. In the event this Lease is assumed and assigned by Tenant's
trustee in bankruptcy, Landlord will require that such assignee deposit with it
security in an amount equal to Landlord's then standard security deposit
requirements for similar tenants of the Building.

<PAGE>

29. Assignment or Subletting.

1. Tenant will not, directly or indirectly, voluntarily or involuntarily,
assign, pledge, encumber, or otherwise transfer this Lease or any interest
therein, and will not sublet the Premises or any part thereof or any right or
privilege appurtenant thereto, or permit any other person (the authorized
representatives of Tenant excepted) to occupy or use the Premises or any portion
thereof (collectively "assign") without first receiving the written consent of
Landlord. Landlord agrees not to unreasonably withhold such consent, but may in
lieu of granting such consent terminate this Lease or exercise its other rights
as hereinafter provided. Any such assignment without Landlord's consent will be
void and will, at the option of Landlord, constitute a default hereunder
entitling Landlord to terminate this Lease and giving rise to all other remedies
available to Landlord for breach of this Lease. A consent to one assignment will
not be deemed to be a consent to any other or further assignment. This Lease and
any interest in it will not be assignable as to the interest of Tenant by
operation of law without the prior written consent of Landlord.

2. If Tenant contemplates an action under Subparagraph A, Tenant will give
Landlord forty-five (45) days' notice thereof, designating the terms proposed
and, if a sublease, the term thereof and space proposed to be sublet. Tenant
will also provide a current financial statement of any proposed assignee and any
further information which Landlord may reasonably request . Landlord may, upon
notice to Tenant within thirty (30) days after receipt of Tenant's notice of
intention to assign, (i) assign from Tenant any portion of the Premises proposed
by Tenant to be assigned, for the term for which such portion is proposed to be
assigned, but at the same Rent as Tenant is required to pay to Landlord under
this Lease for the same space, computed on a pro rata share of rentable square
footage basis, (ii) terminate this Lease as it pertains to the portion of the
Premises so proposed by Tenant to be assigned, (iii) approve Tenant's proposal
to assign, subject to Landlord's subsequent written approval of the specific
agreement between Tenant and the proposed assignee, or (iv) terminate this Lease
in its entirety if, after said subleasing or assignment, Tenant will have then
subleased or assigned more than 25% of the original square footage of the
Premises. Upon acceptance of the offer to terminate this Lease as it pertains to
the portion of the Premises Tenant seeks to assign or upon acceptance of the
offer to terminate this Lease in its entirety, this Lease (in its entirety or as
it pertains to said portion, as the case may be) will terminate as of the end of
the calendar month in which such notice of acceptance is given to Tenant. Tenant
must then vacate and surrender all or such portion of the Premises and the
provisions of this Lease applicable to termination upon expiration of the Term
will apply to all or to such portion of the Premises. Such termination will not
relieve Tenant from liability for any breach or default with respect to all or
such portion of the Premises occurring prior to termination.

<PAGE>

3. For purposes of this paragraph, the following events will be deemed an
assignment of this Lease or a sublease of the Premises, as appropriate: (i) the
issuance of an equity interest (whether a stock or partnership interest or
otherwise) to any person or group of related persons, in a single transaction or
a series of related or unrelated transactions such that, following such
issuance, such person or group will have control of Tenant; or (ii) a transfer
of control in a single transaction or a series of related or unrelated
transactions (including, without limitation, by consolidation, merger, or
reorganization), except that the transfer of the outstanding stock of any
corporate Tenant by persons or parties other than "insiders" within the meaning
of the Securities Exchange Act of 1934, as amended, through any recognized
national or international securities exchange or through the "over-the-counter"
market will not be included in the determination of whether control has been
transferred. For purposes of this paragraph, "control" will mean ownership of
not less than 50% of the voting stock of a corporation or of not less than 50%
of the legal or equitable interest in any other business entity.

4. A corporate Tenant will have the right in the event of a merger,
consolidation, reorganization, or recapitalization, whether or not Tenant
survives as the surviving corporation, to assign or transfer this Lease to such
surviving corporation; provided, however, such right of assignment or transfer
will be limited to an assignee whose net worth is equal to or greater than the
net worth of Tenant at the time of such assignment or transfer. In the event
Tenant contemplates making an assignment or transfer as provided in this
subparagraph, Tenant will give thirty (30) days' notice to Landlord of its
intention to make such assignment or transfer and will furnish Landlord with all
pertinent information as to the net worth of the proposed assignee or
transferee.

5. In all events, if this Lease is assigned other than to Landlord, Tenant will
continue to be primarily liable under this Lease and the assignee will execute
an agreement by which it assumes and agrees to be jointly and severally liable
for the complete performance by Tenant of its obligations hereunder.

6. Tenant irrevocably assigns to Landlord, as security for the performance of
Tenant's obligations under this Lease, all rent from any assignment of all or
any part of the Premises. A receiver for Tenant, appointed on Landlord's
application, may collect such rent and apply it toward Tenant's obligations
under this Lease except that, until the occurrence of an act of default by
Tenant, Tenant will have the right to collect such rent.

7. In no event may Tenant assign this Lease or sublet the Premises, or any
portion thereof, to any then-existing or prospective tenant of the Building. In
addition, neither Tenant nor any other person having an interest in the
possession, use, occupancy, or utilization of the Premises will enter into any
lease, sublease, license, concession, or other agreement for use, occupancy, or
utilization of space in the Premises which provides for rental or other payment
for such use, occupancy, or utilization based in whole or in part on the net
income or profits derived by any person from the property leased, used,
occupied, or utilized (other than an amount based on a fixed percentage or
percentages of receipt or sales) and any such purported lease, sublease,
license, concession, or other agreement is void and ineffective as a conveyance
of any right or interest in the possession, use, occupancy, or utilization of
any part of the Premises.

<PAGE>

8. Tenant will pay to Landlord the amount of Landlord's reasonable cost of
processing every proposed assignment (including, without limitation, the cost of
attorneys' and other professional fees and the administrative, accounting, and
clerical time of Landlord), and the amount of all reasonable direct and indirect
expenses as well as a minimum fee to Landlord of $500 arising from any
assignee's or subtenant's taking occupancy (including, without limitation, the
expenses of freight elevator operation for the moving of furnishings, trade
fixtures and other personal property, security service, janitorial and cleaning
service, and rubbish removal service). Notwithstanding anything to the contrary
contained in this Lease, Landlord will have no obligation to process any request
for its consent to assignment or sublease prior to Landlord's receipt of payment
by Tenant of the amount of Landlord's estimate of the processing costs and
expenses and all other direct and indirect costs and expenses of Landlord and
its authorized representatives arising from such matter.

9. If Landlord consents to any assignment or subletting, sixty-six (66) percent
of the amount by which all consideration received by Tenant in connection with
such assignment or subletting, whether denominated as rent or otherwise, exceeds
the consideration which Tenant is obligated to pay Landlord under this Lease
will be paid to Landlord promptly after receipt as additional Rent under the
Lease without affecting or reducing any other obligation of Tenant hereunder. If
less than the entire Premises is assigned or sublet, Tenant's rental obligations
shall be prorated based upon the amount of space assigned or sublet. (For
example, if Tenant was leasing space at $3.00 per rentable square foot per month
and subleased four (4) offices in the Premises, containing a total of 1,000
rentable square feet, for $4,000 per month, Tenant would owe the Landlord the
sum of $666.00 per month, calculated as follows: Sublease rent of $4000 minus
Tenant's prorated rent for that space of $3000 (1,000 sq. ft. sublet times
$3.00/sq. ft. times .66).

30. Transfer by Landlord - Release from Liability. If Landlord sells or
transfers the Building, or assigns its interest as Landlord in this Lease, then,
from the effective date of such sale, assignment or transfer, Landlord will be
released from all further liability to Tenant, express or implied, under this
Lease, and Tenant agrees to look solely to the successor in interest of Landlord
in and to the Building or this Lease, except as to any matters of liability
based upon Landlord's action prior to transfer or that have accrued and remain
unsatisfied as of the date of such sale, assignment or transfer. It is intended
that the covenants and obligations contained in this Lease on the part of
Landlord will be binding upon Landlord and its successors and assigns only
during their respective periods of ownership of the fee or leasehold estate, as
the case may be. If any security is given by Tenant to secure the faithful
performance of all or any part of the terms, covenants and conditions of this
Lease on the part of Tenant, Landlord may transfer and deliver the security to
the successor in interest of Landlord, and thereupon Landlord will be discharged
from any further liability in reference thereto. Landlord may enter into any
transaction described in this paragraph without the consent of Tenant.

<PAGE>

31. Damage. If the Premises or the Building is damaged from any cause covered by
Landlord's standard fire and extended coverage insurance, Landlord will
forthwith repair such damage provided the cost of repair does not exceed the
insurance proceeds and provided further such repairs can be made within sixty
(60) days after such damage occurs. This Lease will remain in full force and
effect during the period such repairs are being made. Such damage will not in
any way void or render voidable this Lease or any provision hereof, and provided
such damage was not caused by Tenant's negligent or willful act, Tenant will be
entitled to a proportionate reduction of Rent while such repairs are being made
in an amount that is in the same proportion to the Rent as the rentable area of
the portion of the Premises so damaged bears to the total rentable area of the
Premises. If such damage was caused by any risk not covered by Landlord's
insurance, or if the cost of repairs exceeds the insurance proceeds payable,
Landlord may, at its option, make such repairs, provided the repairs can be made
within sixty (60) days after such damage occurs, and, in such event, this Lease
will remain in full force and effect and will be neither void nor voidable, but
Tenant will be entitled to a proportionate reduction of Rent while such repairs
are being made in an amount that is in the same proportion to the Rent as the
rentable area of the portion of the Premises so damaged bears to the total
rentable area of the Premises. If Landlord elects not to make repairs it is not
obligated to make, or if such repairs cannot be made within the 60-day period,
this Lease may be terminated by either party upon notice and without liability
to the other party. If either Landlord or Tenant gives notice of termination as
provided herein, this Lease and all interests of Tenant in the Premises will
terminate on the date specified in the notice. Landlord will under no
circumstances be required to repair any damage by fire or any other cause,
whether of a similar or dissimilar nature, to the property of Tenant. Tenant
hereby specifically waives the provisions of Section 1932, Subdivision 2 and
Section 1933, Subdivision 4, of the California Civil Code. In the event the
Building is damaged to the extent of more than twenty percent (20%) of the then
replacement cost thereof, Landlord (or Tenant if Tenant will be unable to
conduct its business on the Premises for more than sixty (60) consecutive days)
may elect to terminate this Lease, whether the Premises are damaged or not and
without liability to Tenant. A total destruction of the Premises or of the
Building will terminate this Lease without liability to Tenant.

32. Condemnation.

1. As used in this Lease, "condemn" is coextensive with the phrase "right of
eminent domain", i.e., the right of people or government to take property for
government or public use, and will include the intention to condemn expressed in
writing as well as the filing of any action or proceeding for condemnation.

2. If any action or proceeding is commenced for the condemnation of the Building
or any part thereof, or if Landlord is advised in writing by any agency, entity
or body having the right or power of condemnation of its intention to condemn
the same, then Landlord may:

(1) Without any obligation or liability to Tenant, and without affecting the
validity and existence of this Lease other than as hereinafter provided, agree
to sell or convey to the condemnor the part or portion of the Premises or
Building sought by the condemnor free from this Lease and the rights of Tenant
hereunder. Such agreement may be made without first requiring that any action or
proceeding be instituted, or if such action or proceeding will have been
instituted, without requiring any trial or hearing thereof, and Landlord is
expressly empowered to stipulate to judgment therein.

<PAGE>

(2) Terminate this Lease and all rights of Tenant hereunder.

(3) Continue this Lease in full force and effect, provided that such
condemnation does not result in a taking of the Premises. If this Lease
continues in full force and effect and by reason of the condemnation an
alteration of the Building is required, and such alteration materially
interferes with Tenant's business in the Premises, then Tenant will be entitled
to a reasonable abatement in Rent during the period of such modification or
alteration to the extent such work interferes with Tenant's business.

3. If a portion of the Premises is permanently condemned and taken, and such
condemnation and taking materially affects Tenant's business in the Premises,
then Tenant will have the option of either terminating all of its obligations
under this Lease or continuing this Lease in full force and effect with respect
to such portion of the Premises not taken. In such latter event, Rent for the
remainder of the Term will be reduced in the proportion which the rentable
square footage of the Premises taken bears to the total rentable square footage
of the original Premises.

4. If, as a result of any such condemnation proceedings, a leasehold interest or
right of possession only is so condemned or taken for a period of time less than
the then unexpired Term of this Lease, this Lease will continue in full force
and effect and any condemnation award will be payable to Landlord and will be
credited by Landlord against the Rent payable by Tenant for said period. If the
amount received by Landlord is in excess of said Rent, Tenant will be entitled
to receive such excess, and, if the amount so received by Landlord is less than
said Rent, then Tenant will pay the amount of such deficiency to Landlord, if
such condemnation is for a period of time extending beyond the expiration of the
Term of this Lease, the foregoing provisions will apply only up to the date of
expiration of the Term. Upon said expiration, Landlord will receive all awards
thereafter payable, and no accounting will be made to Tenant for such period
extending beyond said expiration.

5. All compensation and damages awarded for the taking of the Premises,
Building, or any portion or portions thereof, will, except as otherwise herein
provided, belong to and be the sole property of Landlord, and Tenant will not
have any claim or be entitled to any award for diminution in value of its
leasehold interest hereunder or for the value of any unexpired Term of this
Lease; provided, however, Tenant will be entitled to any separate award that may
be made for the taking of or damage to, or on account of any cost or damage
Tenant may sustain in the removal of, Tenant's merchandise, fixtures, trade
fixtures, equipment and furnishings.

6. If this Lease is terminated, in whole or in part, under this paragraph, all
Rent and other charges payable by Tenant to Landlord hereunder and attributable
to the Premises taken will be paid up to the date upon which actual physical
possession will be taken by the condemnor, and the parties will thereupon be
released from all further liability in relation thereto.

<PAGE>

33. Subordination to Encumbrances. This Lease, and the leasehold estate created
hereby, is at all times subject to and subordinate to any lien or encumbrance,
and replacements thereof, in any amount whatsoever now existing or hereafter
placed on or against the Building or any part thereof, or against Landlord's
interest or estate therein, without the necessity of having further instruments
executed on the part of Tenant to effectuate such subordination. However,
Landlord or any lender may elect to make this Lease prior and superior to any
lien and encumbrance placed or to be placed by Landlord upon or against the
Premises or Building, or any part thereof, which election will, of and by itself
and without further notice to or act or agreement of Tenant, make this Lease and
the estate created hereby prior and superior to any lien or encumbrance, whether
presently existing or hereinafter created. Notwithstanding the foregoing, Tenant
covenants and agrees to execute and deliver upon demand such further instruments
evidencing such superiority or subordination of this Lease to such liens or
encumbrances as may be required by Landlord or any lender. Tenant hereby
irrevocably appoints Landlord its attorney-in-fact to execute and deliver any
instrument or instruments for or in the name of Tenant to effectuate such
actions. In the event of foreclosure or exercise of any power of sale under any
lien or encumbrance superior to this Lease or to which this Lease is subject or
subordinate, Tenant will, upon demand, attorn to the purchaser at any
foreclosure sale or pursuant to the exercise of any power of sale, in which
event this Lease will not terminate, and Tenant will automatically be and become
the Tenant of said purchaser upon the same terms, covenants and conditions as
are contained in this Lease. In the event of attornment, no lender shall be: (i)
liable for any act or omission of Landlord, or subject to any offsets or
defenses which Tenant might have against Landlord (prior to such lender becoming
Landlord under such attornment), (ii) liable for any security deposit or bound
by any prepaid Rent not actually received by lender, or (iii) bound by any
future modifications of this Lease not consented to by such lender. If, in
connection with Landlord's obtaining financing for the Building, the lender
requests reasonable modifications in this Lease as a condition to such
financing, Tenant will not unreasonably withhold, delay or defer its consent
thereto, provided that such modifications do not increase the obligations of
Tenant hereunder or materially adversely affect the leasehold interest hereby
created or Tenant's rights hereunder. In the event of any default on the part of
Landlord, Tenant will file notice by registered or certified mail to any
beneficiary of a deed of trust or mortgagee under a mortgage covering the
Property or the Building whose address has been disclosed to Tenant, and offer
such beneficiary or mortgagee a reasonable opportunity to cure the default, not
less than thirty (30) days in any event, including time to obtain possession of
the Property or the Building by power of sale or a judicial foreclosure, if such
should prove necessary to effect a cure. Tenant shall execute such documentation
as Landlord may reasonably request from time to time, in order to confirm the
matters set forth in this paragraph in recordable form.

34. Relocation. Landlord shall have the right, at its option upon not less than
sixty (60) days prior written notice to Tenant, to relocate Tenant and to
substitute for the Premises described above other space in the Building
containing at least as much rentable area as the Premises described in Section
1A above. If Tenant is already in occupancy of the Premises, then Landlord shall
approve in advance the relocation expenses for purposes of reimbursement for
Tenant's reasonable moving and telephone relocation expenses and for reasonable
quantities of new stationery upon submission to Landlord of receipts for such
expenditures incurred by Tenant. The relocation premises will then become the
Premises hereunder and the Rent and other sums payable hereunder will be
adjusted, if necessary, to reflect any increase or decrease in the square
footage of the Premises. Notwithstanding the foregoing, if Tenant is unwilling
to accept any relocation premises proposed by Landlord, Tenant may terminate
this Lease upon written notice to Landlord delivered within ten days following
the date Tenant receives Landlord's notice as set forth above. In the event of
such termination, Tenant will vacate the Premises within sixty (60) days
following the date written notice of termination is delivered to Landlord and,
in such event, this Lease will be terminated on the date the Premises are
vacated and possession thereof is returned to Landlord.

<PAGE>

35. Communications and Computer Lines.

1. Tenant may, in a manner consistent with the provisions and requirements of
this Lease, install, maintain, replace, remove or use any communications or
computer wires, cable and related devices (collectively the "Lines") at the
Building in or serving the Premises, provided: (a) Tenant obtains Landlord's
prior written consent, which consent may be conditioned as required by Landlord,
(b) if Tenant at any time uses any equipment that may create an electromagnetic
field exceeding the normal insulation ratings of ordinary twisted pair riser
cable or cause radiation higher than normal background radiation, the Lines
therefor (including riser cables) must be appropriately insulated to prevent
such excessive electromagnetic fields or radiation, and (c) Tenant will pay all
costs in connection therewith. Landlord reserves the right to require that
Tenant remove any Lines which are installed in violation of these provisions.

2. Landlord may, but is not obligated to: (i) install new Lines at the Property,
and (ii) create additional space for Lines at the Property, and adopt reasonable
and uniform rules and regulations with respect to the Lines.

3. Tenant may not, without the prior written consent of Landlord in each
instance, grant to any third party a security interest or lien in or on the
Lines, and any such security interest or lien granted without Landlord's written
consent is null and void. Except to the extent arising from the intentional or
negligent acts of Landlord or Landlord's agents or employees, Landlord has no
liability for damages arising from, and Landlord does not warrant that Tenant's
use of any Lines will be free from the following (collectively called "Line
Problems'): (x) any eavesdropping or wire-tapping by unauthorized parties, (y)
any failure of any Lines to satisfy Tenant's requirements, or (z) any shortages,
failures, variations, interruptions, disconnections, loss or damage caused by
the installation, maintenance, replacement, use or removal of Lines by or for
other tenants or occupants at the Property. Under no circumstances will any Line
Problems be deemed an actual or constructive eviction of Tenant, render Landlord
liable to Tenant for abatement of Rent, or relieve Tenant from performance of
Tenant's obligations under this Lease. Landlord will in no event be liable for
damages by reason of loss of profits, business interruption or other
consequential damage arising from any Line Problems.

36. Effect of Exercise of or Failure to Exercise Privilege. Neither the exercise
of nor failure to exercise any right, option, or privilege hereunder by Landlord
or Tenant will exclude such party from exercising any and all other rights,
options, or privileges hereunder at any other time, nor will such exercise or
nonexercise relieve Landlord or Tenant from their obligation to perform each and
every term, covenant and condition to be performed hereunder, or from damages or
other remedy for failure to perform or meet their obligations under this Lease.

37. Waiver. The waiver by Landlord or Tenant of any performance or breach of any
term, covenant or condition contained herein will not be deemed to be a waiver
of such term, covenant or condition, or of any subsequent or continuing breach
of the same, or of any other term, covenant or condition contained herein. Nor
will any custom or practice that may arise between the parties in the
administration of the provisions of this Lease be deemed a waiver of, or in any
way affect, the right of Landlord or Tenant to insist upon the performance by
the other party hereto in strict accordance with the provisions of this Lease.
The subsequent acceptance of Rent hereunder by Landlord will not be deemed to be
a waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease other than Tenant's breach in failing to pay the particular Rent so
accepted regardless of Landlord's knowledge of such additional preceding breach
at the time of the acceptance of such Rent.

<PAGE>

38. Labor Relations. Tenant will conduct its labor relations and its relations
with its employees so as to attempt to avoid all strikes, picketing, and
boycotts of, on, or about the Premises or the Building. If any of Tenant's
employees strike or if a picket line or a boycott is established, conducted or
carried out against Tenant or its employees, or any of them, Tenant, on
Landlord's request, will forthwith cease operations in and upon the Premises and
remain closed until all disputes are settled.

39. Notices. All notices under this Lease will be in writing personally
delivered or sent by United States certified or registered mail, postage
prepaid, return receipt requested, and addressed: if to Tenant, at the Premises,
or at such other address as Tenant may from time to time designate by giving
notice thereof to Landlord under this paragraph; and if to Landlord, at the
Building office, or at such other address as Landlord may from time to time
designate by giving notice thereof to Tenant under this paragraph. Mailed notice
will be deemed given 48 hours after the date of postmark.

40. Entire Agreement; Amendments. This Lease represents the entire agreement of
the parties with respect to the parties' rights and duties under this Lease, and
no promises or representations, express or implied, whether written or oral, not
set forth herein will be binding upon or inure to the benefit of Landlord or
Tenant. Tenant acknowledges that neither Landlord nor any authorized
representative of Landlord, or any other person purporting to act on Landlord's
behalf, has made any representation, warranty, or statement with respect to the
amount of taxes that may or will be assessed against the Premises, the cost of
any insurance required to be maintained by Tenant hereunder, or any other matter
relating to this Lease that is not expressly covered in this Lease. With respect
to such matters, Tenant is relying upon its own independent investigation and
sources of information, and Tenant expressly waives any right Tenant might
otherwise have to rescind this Lease or to claim damages by reason of Tenant's
misunderstanding or mistake. This Lease will not be amended or modified by any
oral agreement, either express or implied; all amendments and modifications
hereof will be in writing and signed by both Landlord and Tenant.

41. Landmark. Tenant acknowledges that the Building has been declared a
Historical Landmark in the City and County of San Francisco, and agrees to be
bound by all of the applicable rules and regulations related thereto.

42. Light and Air. Tenant covenants and agrees that no diminution of light, air
or view by any structure which may hereafter be erected (whether or not by
Landlord) will entitle Tenant to any reduction of Rent hereunder, result in any
liability of Landlord to Tenant, or in any other way affect this Lease.

43. Auctions and Signs. Tenant will not conduct any auctions in, upon, or from
the Premises, affix any signs, awnings, notices, or other advertising matter to
the Premises, or issue or circulate any advertising matter in the Building
without the prior written consent of Landlord. The design and character of any
such signs, awnings, notices, or other advertising matter will also be subject
to Landlord's prior written approval.

44. Execution, Recordation. Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of an option for a lease,
and this instrument will not be effective as a lease or otherwise until
execution and delivery by both Landlord and Tenant. Tenant will not record this
Lease or any memorandum of this Lease.

<PAGE>

45. Tenant's Authority. If Tenant is a corporation, partnership, trust,
association, or other entity, Tenant and each person executing this Lease on
behalf of Tenant hereby covenant and warrant that (i) Tenant is duly
incorporated or otherwise established or formed and validly existing under the
laws of its state of incorporation, establishment, or formation; (ii) Tenant has
and is duly qualified to do business in California; (iii) Tenant has full
corporate, partnership, trust, association, or other appropriate power and
authority to enter into this Lease and to perform all of Tenant's obligations
hereunder; (iv) each person (and all persons if more than one signs) signing
this Lease on behalf of Tenant is duly and validly authorized to do so; and (v)
when executed by both parties, this Lease and all of the terms and conditions
contained herein will be binding and enforceable against Tenant.

46. Limitation of Tenant's Remedies. If Tenant obtains a judgment against
Landlord, Tenant agrees to look solely to Landlord's interest in the Building
for recovery.

47. Time and Applicable Law. Time is of the essence of this Lease and each and
all of its provisions. This Lease will be construed and interpreted in
accordance with the laws of the State of California. Tenant, Landlord and any
Guarantor, consent to the exclusive jurisdiction of any federal or state court
located within the City and County of San Francisco, California and any other
court in which Landlord may initiate equitable or legal proceedings which has
subject matter jurisdiction over the matter in controversy. Borrower waives any
objection of forum non conveniens and venue. Tenant, and any guarantor, waives
personal service of process and consents to service of process being made in the
same manner as notices are given.

48. Name. Tenant will not use the name of the Building for any purpose other
than as the address of the business conducted by Tenant in the Premises.

49. Provisions are Covenants and Conditions. All provisions, whether set forth
herein as covenants or conditions on the part of Tenant, are deemed both
covenants and conditions.

50. Severability. The unenforceability, invalidity, or illegality of any
provision of this Lease, for any reason, will not render its other provisions
unenforceable, invalid, or illegal. In such an event, this Lease will be
equitably construed as if it did not contain the invalid, illegal, or
unenforceable provision to the extent permitted by applicable law, it being the
intent of the parties that this Lease will be enforced to the greatest extent
possible.

51. Captions. The table of contents and the headings to the paragraphs of this
Lease are for convenience only, are not part of this Lease, and will have no
effect on the construction or interpretation hereof.

52. Successors. This Lease, subject to the provisions as to assignment and
sublease, apply to, inure to the benefit of, and bind the heirs, successors,
administrators, executors, and assigns of the parties hereto.

53. Relationship of Parties. Neither anything contained in this Lease nor any
acts of the parties will be construed to create any relationship between the
parties other than that of Landlord and Tenant.

<PAGE>

54. Temporary Space. If the Premises are not ready for Tenant's occupancy by
____________________, then Landlord may, if available, provide Tenant with
temporary space in the Building to be used and occupied by Tenant, at its sole
cost and expense, with the obligation to pay Rent at a discounted rate of 75% of
market as determined by Landlord in its sole and absolute discretion, until such
time as possession of the Premises is delivered to Tenant.

55. Brokers. Tenant warrants and represents to Landlord that it has had no
dealings with any real estate broker or agent or any other party who could be
entitled to a commission or finder's fee in connection with the negotiation of
this lease, except as set forth in paragraph 1.L. above.

56. Interpretation. The parties acknowledge that each party has reviewed and
revised, and has been provided the opportunity of its respective counsel to
review and revise, this Lease, and no rule of construction to the effect that
any ambiguities are to be resolved against the drafting party may be employed in
the interpretation or construction of this Lease, or any amendments or exhibits
hereto, or any other document executed and delivered by either party in
connection herewith.

57. Force Majeure. Except as may be otherwise specifically provided herein, time
periods for performance under this Lease not involving the payment of money will
be extended for periods of time during which the nonperforming party's
performance is prevented due to circumstances beyond the party's control,
including, without limitation, strikes, embargoes, governmental regulations,
inability to obtain permits, acts of God, war or other strife. Tenant waives its
right to terminate this Lease under Section 1932(l) of the California Civil Code
or under any similar law, statute or ordinance now or hereafter in effect.

58. Asbestos. Tenant acknowledges that it has been expressly disclosed to Tenant
by Landlord's Managing Agent that the Building and the Premises contain
asbestos-containing materials ("ACM"). The acknowledgment by Tenant of the ACM
does not in any manner impose any liability or responsibility on Tenant for
removal, treatment or abatement of such ACM or any responsibility whatsoever
regarding such ACM provided, however, that Tenant shall comply with all
applicable laws and regulations in connection with any work in the Premises
including, but not limited to, work which requires entry into the ceiling and
Exhibit F.

<PAGE>

59. Accuracy of Tenant Information. Tenant represents and warrants that all
information which Tenant has provided to Landlord prior to execution of this
Lease is true and complete in all material respects; tenant further represents
and warrants that all information provided to Landlord by Tenant during the term
of the Lease shall be true and correct in all material respects.

Executed as of the date first above written.

LANDLORD: _____________________________ 100 BUSH CORPORATION

By: Unreadable

Its: President

TENANT: _____________________________

By: /s/ Jeffrey R. Hazarian
Its: Executive Vice President
(Chairman, President or Vice President)

By: /s/ James A. Robison
Its: Treasurer
(Secretary or Chief Financial Officer)

<PAGE>

EXHIBIT A

Floor Plan

<PAGE>

EXHIBIT B

Tenant Improvement Agreement

(Landlord performs work)

Landlord at its cost shall provide new Building Standard paint and
carpet. Landlord shall install sprinklers and air conditioning in any portion of
the Premises that currently does not have them.

<PAGE>

EXHIBIT C

Rules and Regulations of the Building

1. Signs. No sign, placard, picture, advertisement, name or notice will be
inscribed, displayed, printed, or affixed on or to any part of the outside or
inside of the Building without the prior written consent of Landlord, and
Landlord will have the right to remove any such sign, placard, picture,
advertisement, name, or notice without notice to and at the expense of Tenant.
All approved signs or approved lettering on doors will be printed, painted,
affixed or inscribed at the expense of Tenant by a person approved by Landlord.
All signs located in the interior of the Premises shall be in good taste so as
not to detract from the general appearance of the Premises or the Building.
Tenant shall not place on or permit to be suspended from the ceiling and
interior walls of the Premises any pennants, banners or other advertising.
Tenant shall not solicit business in the lobby or other common areas nor
distribute any advertising matter to, in or upon the common areas or other
tenants' premises nor use handbills, balloons or other giveaways or promotional
items for advertising at or around the Building. In the event of the violation
of the foregoing by any tenant, Landlord may remove the same without any
liability, and may charge the expense incurred in such removal to the tenant
violating this rule.

2. Window Coverings. Only the standard Building window coverings as established
by Landlord will be hung in the windows in the Premises and the use of any other
curtains, blinds, shades, or screens attached to or hung in or used in
connection with any window or door of the Premises will be discontinued
immediately by the Tenant. No awning will be permitted on any part of the
Premises. Except as otherwise specifically approved by Landlord, all electrical
ceiling fixtures along the perimeter of the Building must be fluorescent and of
a quality, type, design and bulb color approved by Landlord. Tenant shall not
place anything or allow anything to be placed near the glass of any window,
door, partition or wall which may appear unsightly from outside the Premises.

3. Building Directory. The bulletin board or directory of the Building will be
provided exclusively for the display of the name and location of tenants, and
Landlord reserves the right to exclude any other names therefrom, including
subtenants. Additional names, if approved by Landlord, and name changes are to
be paid by Tenant.

4. Hallways and Passages. The sidewalks, halls, passages, exits, entrances,
elevators, and stairways in the Building will not be obstructed by Tenant or
used for any purpose other than for ingress to and egress from the Premises. The
halls, passages, exits, entrances, elevators, stairways, balconies and roof are
not for the use of the general public, and the Landlord will in all cases retain
the right to control and prevent access thereto by all persons whose presence in
the judgment of the Landlord will be prejudicial to the safety, character,
reputation, and interest of the Building and its tenants, provided that nothing
herein contained will be construed to prevent such access to persons with whom
the Tenant normally deals in the ordinary course of Tenant's business unless
such persons are engaged in illegal or improper activities. The doors, windows,
glass lights, and any lights or skylights that reflect or admit light into the
halls or other places of the Building will not be covered or obstructed. Neither
Tenant nor any employees or invitees of Tenant will go upon the roof of the
Building.

5. Locks. Tenant will not alter any lock nor install any new or additional locks
or any bolts on any door on the Premises. Tenant will make sure that Landlord,
at all times, has a key to each lock on the Premises. Tenant, upon the
termination of the tenancy, will deliver to the Landlord the keys to all
offices, rooms, and toilet rooms which will have been furnished to the Tenant or
which the Tenant will have made. Tenant shall pay to Landlord the cost of
replacing lost keys or of changing the lock or locks opened by such lost key if
Landlord shall deem it necessary to make such change.

<PAGE>

6. Restrooms. The toilet rooms, toilets, urinals, wash bowls, and other restroom
apparatus within the Building will not be used for any purpose other than that
for which they were constructed, and no foreign substance of any kind whatsoever
will be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from the violation of this rule by Tenant or his employees or invitees
will be borne by Tenant.

7. Moving In and Out of Premises; Heavy Equipment. No furniture, freight, or
equipment of any kind will be brought into the Building without the consent of
Landlord, and all moving of the same into or out of the Building will be done at
such time and in such manner as Landlord will designate. All persons employed to
move furniture,freight or equipment of any kind must be approved by Landlord in
writing in advance. No hand trucks except those equipped with rubber tires and
side guards or such other material handling equipment as Landlord may approve
will be used in any space, including the common areas, of the Building, either
by Tenant or by others. No other vehicles of any kind will be brought by Tenant
into the Building or kept in, on or about the Premises. Tenant will not overload
the floor of the Premises and Landlord will have the right to prescribe the
weight, size, and position of all safes and other heavy equipment brought into
the Building and also the times and manner of moving the same in and out of the
Building. Safes or other heavy objects will, if considered necessary by
Landlord, stand on wood strips of such thickness as is necessary to properly
distribute the weight. Landlord reserves the right to inspect all safes, freight
or other bulky articles to be brought into the Building and to exclude from the
Building all safes, freight or other bulky articles which violate any of these
Rules and Regulations or the Lease of which these Rules and Regulations are a
part. Landlord reserves the right to prohibit or impose conditions upon the
installation in the Premises of heavy objects which might overload the building
floors. Landlord will not be responsible for loss of or damage to any such safe
or property from any cause. All damage done to the Building by moving or
maintaining any such safe or other property will be repaired at the expense of
Tenant.

1.
8. Janitorial Services and Cleaning. Tenant will not employ any person or
persons other than the janitor of Landlord for the purpose of cleaning the
Premises unless otherwise agreed by Landlord. Except with the written consent of
Landlord, no person or persons other than those approved by Landlord will be
permitted to enter the Building for the purpose of cleaning the same. Tenant
will not cause any unnecessary labor by reason of Tenant's carelessness or
indifference in the preservation of good order and cleanliness. Landlord will
not be responsible to Tenant for any loss of property on the Premises, however
occurring, or for any damage done to the effects of Tenant by the janitor or any
other employee or any other person. Janitor service will include ordinary
dusting and cleaning by the janitor assigned to such work, and janitor service
will not be furnished on Saturdays, Sundays or holidays. Window cleaning will be
done only by Landlord's employees, and only between 6:00 a.m. and 5:00 p.m. No
article will be hung out of any window of the Building, and Tenant will not
sweep or throw or permit to be swept or thrown from the Premises any dirt or
other substance into any of the corridors, halls, elevators, or stairways, or
out of the doors or windows of the Building.

<PAGE>

9. Use of Premises. Tenant will not mark, drive nails, screw, or drill into the
partitions, woodwork, or plaster, (except in connection with the installation of
normal office wall art) or in any way deface the Premises or any part thereof.
No loudspeaker or other similar device, system, or apparatus which can be heard
or experienced outside the Premises will, without the prior written approval of
Landlord, be used in or at the Premises. No tenant or its officers, agents,
employees or invitees shall mark, paint, drill into, or in any way deface any
part of the Premises or the Building. Tenant will not use, keep, or permit to be
used or kept any foul or noxious gas or substance in or on the Premises; permit
any odor, smell, or vapor to escape from the Premises to other portions of the
Building; or permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to the Landlord or other occupants of the Building by
reason of noise, odors, and/or vibrations, or interfere in any way with other
tenants or those having business therein, nor will any animals or birds be
brought in or kept in or about the Premises or the Building. No cooking will be
done or permitted by Tenant on the Premises, (with the exception of ordinary
office coffee brewing and microwave cooking) nor will the Premises be used for
the storage of merchandise, for washing clothes, for lodging, or for any
improper, objectionable, or immoral purposes. Tenant will not use or keep in or
on the Premises or in the Building any kerosene, gasoline, or inflammable or
combustible fluid or material, or use any method of heating or air conditioning
other than that supplied by the Landlord. Tenant will close and securely lock
the windows, transoms, and doors of the Premises before leaving the Building and
observe strict care not to leave windows open when it rains. Tenant will
exercise care and caution that all water faucets or water apparatus are entirely
shut off before Tenant or Tenant's employees leave the Building and that all
electricity, gas, or air conditioning will likewise be carefully shut off, so as
to prevent waste or damage. For any default or carelessness Tenant will make
good all injuries sustained by Landlord or other tenants or occupants of the
Building.

10. Communications and Computer Equipment. If Tenant desires telephone or other
communications or computer connections, the Landlord will direct electricians at
Tenant's expense as to where and how the wires are to be introduced. No boring,
cutting or stringing of wires will be allowed without the consent of Landlord.
The location of telephones, call boxes, and other office equipment and computer
or communications equipment affixed to or installed in the Premises will be
subject to the approval of Landlord. All costs of installation will be paid for
by Tenant.

11. Floor Coverings. Tenant will not lay linoleum, tile, carpet, or other floor
covering so that the same will be affixed to the floor of the Premises in any
manner except as approved by the Landlord. The expense of repairing any damage
resulting from a violation of this rule or removal of any floor covering by
Tenant or his contractors, employees, or invitees will be borne by Tenant.

12. Deliveries. No furniture, packages, supplies, equipment, or merchandise will
be received in the Building or carried up or down in the elevators, except
between such hours and in such elevators as will be designated by the Landlord.

<PAGE>

13. Access Refused. On Sundays and legal holidays, and on other days between the
hours of 6:30 p.m. and 6:00 a.m., access to the Building, or to the halls,
corridors, elevators, or stairways in the Building, or to the Premises, may be
refused unless the person seeking access complies with the requirements of
Landlord's security personnel. Landlord shall furnish and approve passes to
persons for whom any tenant requests the same in writing. Each tenant shall be
responsible for all persons for whom he requests passes and shall be liable to
Landlord for all acts of such persons. In the case of invasion, mob, riot,
public excitement or other commotion, Landlord reserves the right to prevent
access to the Building during the continuance of the same, by the closing of the
gates and doors or otherwise, for the safety of the tenants and others and the
protection of the Building and the property therein. Landlord will in no case be
liable for damages for any error with regard to the admission to or exclusion
from the Building of any person.

14. Soliciting on Premises. Canvassing, peddling, soliciting and the
distribution of handbills or any other written materials in the Building are
prohibited, and Tenant will cooperate to prevent the same.

15. Landlord's Employees. The requirements of Tenant will be attended to only
upon application at the office of the Building. Employees of Landlord will not
perform any work or do anything outside of their regular duties unless under
special instructions from the Landlord, and no employee will admit any person
(Tenant or otherwise) to any office without specific instructions from the
Landlord. The costs of Landlord's employees or agents performing services for a
particular tenant and not for all tenants in general shall be billed to the
particular tenant together with a reasonable administration fee and payable as
additional rent.

16. Vending Machines. No vending machines or similar machines of any description
will be installed, maintained, or operated upon the Premises without the written
consent of the Landlord.

17. Building Name and Address. Landlord will have the right, exercisable without
notice and without liability to Tenant, to change the name and the street
address of the Building.

18. Trash. Tenant will store all of its trash and garbage within its Premises.
No material will be placed in the trash boxes or receptacles if such material is
of such nature that it may not be removed or disposed of in the ordinary and
customary manner of removing or disposing of trash and garbage in the City and
County of San Francisco. All garbage and refuse removal and disposal will be
made only through entrances and elevators provided for such purposes and at such
times as Landlord will designate. Landlord will have the right to charge Tenant
for the removal of any trash and garbage in excess of that resulting from normal
office use.

<PAGE>

19. Doors. All doors opening onto service corridors shall be kept closed, except
when in use for ingress and egress, and left locked when not in use.

20. Equipment. All equipment of any electrical or mechanical nature shall be
placed by tenants in the premises in settings approved by Landlord, to absorb or
prevent any vibration, noise or annoyance.

21. Air Conditioning. No air conditioning unit or other similar apparatus shall
be installed or used by any tenant without the written consent of Landlord.

22. Energy Conservation. Tenants shall cooperate with Landlord in the
conservation of energy used in or about the Building. Tenant shall not obstruct,
alter or in any way impair the efficient operation of Landlord's heating,
lighting, ventilating and air conditioning system, if any, and shall not place
bottles, machines, parcels or any other articles on the induction unit enclosure
so as to interfere with air flow. Tenant shall not tamper with or change the
setting of any thermostats or temperature control valves, and shall in general
use heat, gas, electricity, air conditioning equipment, if any, and heating
equipment in a manner compatible with sound energy conservation practices and
standards.

23. Disorderly Persons. Landlord reserves the right to exclude or expel from the
Building any person who, in the judgment of Landlord, is intoxicated or under
the influence of liquor or drugs, or who shall in any manner do any act in
violation of any of the rules and regulations of the Building.

24. Smoking. Tenant and its employees, agents, subtenants, contractors and
invitees shall comply with all applicable "no-smoking" ordinances and,
irrespective of such ordinances, shall not smoke or permit smoking of
cigarettes, cigars or pipes outside of Tenant's Premises (including plaza areas)
in any portions of the Building except areas specifically designated as smoking
areas by Landlord. If required by applicable ordinance, Tenant shall provide
smoking areas within Tenant's Premises.

25. Water Conservation. Tenants shall cooperate with Landlord in the
conservation of water and avoidance of penalties for water used in or about the
Building, including without limitation installation of low flow toilets, water
sub-meters if applicable, and water conservation devices of any kind. The tenant
shall have total responsibility for such compliance relating to its Premises.

26. Safety and Security Devices. Tenant acknowledges that safety and security
devices, services and programs provided by Landlord, if any, while intended to
deter crime and ensure safety, may not in given instances prevent theft or other
criminal acts or ensure the safety of persons or property. The risk that any
safety or security device may not be effective, or may malfunction or may be
circumvented by a criminal, is assumed by Tenant, and Tenant shall obtain
insurance coverage to the extent Tenant desires protection against such criminal
acts and other losses. Tenant agrees to cooperate with any easonable safety
program developed by Landlord

27. Amendments. Landlord reserves the right to expand, modify or otherwise
change or amend these Rules and Regulations from time to time with or without
notice to Tenant, but provided that any such changes will not unreasonable
affect Tenant's ability to conduct its business in the Premises, and such
changed rules and regulations will be complied with by all tenants in the
Building. Each tenant may obtain a copy of the most current Rules and
Regulations at the Building Office.

<PAGE>

EXHIBIT D

Guarantee

<PAGE>

EXHIBIT E

Term Commencement Agreement

THIS AGREEMENT, made as of the _____ day of ____________________, 19___, by
and between ("Landlord") and - ("Tenant").
--------------------------------------------

A. Landlord and Tenant are parties to that certain lease agreement dated
____________________, 19___, for premises described as

("Premises") located in the property ("Property") commonly known as

B. The Lease contemplated a Term commencing on ____________________, 19___,
and ending on ____________________, 20___ (subject to any extensions provided
for in the Lease).

C. The parties desire to enter this Agreement confirming an adjustment to
the commencement and/or expiration dates of the Term, all on the terms and
conditions set forth hereinafter.

NOW, THEREFORE, in consideration of the foregoing recitals, the parties
agree as follows.

1. The parties hereby confirm and agree that the Term commenced on
___________________, 19___, and shall expire on ____________________, 20___,
unless sooner terminated, or extended pursuant to the terms of the Lease.

2. The parties confirm and agree that all work and improvements, if
any, required to be performed by Landlord under the Lease or any other agreement
or document entered in connection therewith, relating to the Premises, have been
completed, except as may be specified in any Schedule 1 attached hereto, which
may set forth certain additional "punch list items," which Landlord agrees to
complete promptly hereafter.

<PAGE>

LANDLORD TENANT

_________________________ __________________________

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

Its: Its:
----------------------------- ---------------------------------

<PAGE>

EXHIBIT F

Proposition 65 Notice

and

Material Safety Data Sheet

At the time the Shell Building was constructed and during the time when
some of the interior spaces were built out or remodeled, asbestos was commonly
used in the construction industry throughout the United States for insulation,
fireproofing, floor tiling and acoustical ceiling. Accordingly, as described in
the following report, asbestos may be present in one or more products in the
Shell Building. Under the California Safe Drinking Water and Toxic Enforcement
Act of 1986 (Proposition 65, or the "Act"), asbestos is one of the many
chemicals known to cause cancer.

Pursuant to the Act, if any product, including but not limited to
asbestos, contains certain chemical substances which the State of California
believes can cause cancer, birth defects or other reproductive defects, an
appropriate warning must be given to individuals exposed to these products--even
if such chemical substances are present at extremely low levels. Therefore, in
compliance with the Act, the 100 Bush Corporation, the Landlord, issues this
notice:

WARNING

Detectable amounts of chemicals known to the State of California to cause
cancer, birth defects and/or other reproductive harm may be found around this
facility. (Health and Safety Codess. 25249.6)

PROJECT DESCRIPTION

100 Bush Corporation, requested Health Science Associates (HSA) to conduct
an updated comprehensive Asbestos Survey, and to provide a written report on the
Shell Building located at 100 Bush Street, San Francisco, California. The survey
was designed to augment the previous building asbestos surveys. The survey was
conducted March 27 through April 3,1997.

ASBESTOS-CONTAINING MATERIALS (ACM) ASSESSMENT

The ACM (asbestos-containing materials) survey focuses attention on
friable and non-friable, asbestos-containing building materials (ACBM). The
Environmental Protection Agency (EPA) defines asbestos-containing materials
(ACM) as materials which contain one percent (1.0%) or greater concentrations of
asbestos.

An ACM assessment generally consists of three distinct phases: 1) review
of the facility historical records, as available; 2) physical inspection of the
facility; and 3) the identification and collection of suspect ACM specimens for
subsequent laboratory analysis (dispersion staining/polarized light microscopy -
EPA 600/M4-82-020).

The general approach was to conduct the assessment by building systems
such as the floor, interior walls, HVAC, roof, mechanical rooms, etc. HSA's
survey focused on the interior walls, ceilings, floor covering materials and
exterior surfacing materials. A total of one-hundred-eight (108) suspect ACM
samples were collected and delivered to HSA's accredited laboratory (AIHA,
NVLAP, NIST, and the state of California).

<PAGE>

ASSESSMENT RESULTS

ASBESTOS-CONTAINING MATERIALS (ACM) SUMMARY

The following section of this report contains a simplified description of
the asbestos-containing materials discovered by building systems.

Ceilings & Walls - A total of eighteen (18) suspect bulk samples
were collected from ceiling and walls from various locations. Of these,
three (3) were positive for asbestos: two (2) transit wall panels and a
plaster skim coat. Unless otherwise tested, assume all skim coat to
contain asbestos.

Floor Covering/Mastic - Twelve (12) different types vinyl
asbestos tile (VAT) and their associated mastic are positive for
asbestos. Twenty (20) vinyl floor tile samples and cove-base and two
(2) floor leveling compound materials tested negative.

Thermal Systems Insulation (TSI) - Abatement of various TSI pipe
runs and elbows have taken place during the previous 1 0 years which
include the parking structure, pipe chases, and several floors. The
canvas jacket around the 'cork" insulated pipe system was negative for
asbestos. However, TSI is still present in various locations throughout
the building including: pipe chases; above the suspended ceilings; and
the boiler. All TSI concealed in walls, columns, above the suspended
ceiling and pipe chases not previously abated are assumed to contain
asbestos.

Roofing Systems - The built-up and roll-up type roofs located on
the 29th floor contain asbestos. The 11th and 29th floor roofing
associated components, such as pipe vent flashing and caulking also
contain asbestos. The 11th floor roof membrane and the 29th floor roof
walking "pads" were negative.

Window Caulking & Glazing - The exterior window caulking on the
second floor tested positive. All exterior window caulking, therefore,
must be assumed to be positive. The window materials tested negative.

Miscellaneous Materials - The following miscellaneous materials
tested negative: electrical wire insulation; parapet wall grout; HVAC
duct expansion joint; and fire door insulation. The gasket material
located in the Sub-basement mechanical room was found to contain 60%
Chrysotile asbestos.

<PAGE>

NON-ASBESTOS MATERIALS SUMMARY

The following section of this report contains a simplified description of
the non-asbestos materials discovered during the assessment. The results
generally are described by building system.

The major systems materials determined not to contain asbestos include:

o Vinyl cove bases and associated adhesive
o Roof walking pads
o Floor white leveling compound
o Pipe (cork) insulation canvas jacket
o Parapet wall grout
o Plaster walls
o Plaster walls - skim coat (one tested at <1 %)
o Sheet-rock walls - drywall and taping compound
o Concrete walls and skim coat
o Concrete ceiling - skim coat
o Stucco wall
o Electrical system wiring insulation
o Exterior window glazing

MATERIALS NOT SAMPLED

Following are the materials not sampled and a brief explanation of why
they were not sampled:

Concrete Roof Slab - No samples were collected and typically this material
does not contain asbestos.

Building Exterior - No samples were collected and typically this material
does not contain asbestos.

Pipe Insulation - This system was extensively sampled in previous surveys
and was shown to contain asbestos except where recently abated.

CONCLUSIONS

ACM Conclusion - The ACM assessment survey performed at the Shell
Building shows that both friable and non-friable ACM were found in numerous
building systems. HSA recommends complete removal of any ACM prior to demolition
or construction activity which may impact the ACM.

o All asbestos-containing materials (ACM) which are friable, or
could become friable during renovation activities, should be
removed prior to scheduled major renovations or demolition.

o All ACM removed should be considered for disposal as asbestos waste even of
nonfriable.

o ? All ACM in the building should be protected and left undisturbed to the
extent possible until abatement.

o All ACM should only be handled by qualified and registered asbestos abatement
companies.

o ? Any and all persons who come in contact with ACM should be
advised of the hazardous nature of asbestos and only qualified
properly equipped persons should work with ACM.

o Continued implementation of the building O&M (Operations& Maintenance)
Program.

This report present HSA's professional determinations, which are dependent
upon information obtained during performance of consulting services. HSA assumes
no responsibility for omissions or errors resulting from inaccurate information
provided by sources outside of HSA.

No warranty or guarantee, expressed or implied, is made regarding the
finding, conclusions or recommendations contained in this report. The
limitations presented above supersede those stated or acknowledged herein.

<PAGE>

EXHIBIT G

Renewal Option

1. Renewal Option. Tenant shall have an option (the "Renewal Option") to
renew the initial term with respect to all (but not less than all) of
the Premises demised under or pursuant to this Lease as of the
expiration date of the Term for one additional term (the "Renewal
Term") of five (5) years, commencing on the day immediately following
the expiration date of the initial Term, under the following terms and
conditions and subject to credit approval by Landlord:

(1) Tenant gives Landlord written notice of its election to
exercise the Renewal Option no earlier than the date which is
two hundred seventy (270) days prior to the expiration date of
the initial Term and no later than the date which is one
hundred eighty (180) days prior to the expiration date of the
initial Term.

2) Tenant has not been in breach or default under this Lease
through the date Tenant exercise the Renewal Option and does
not breach the Lease or become in default at any time through
and including the proposed commencement date of the Renewal
Term.

(3) Tenant's notice of election shall be binding, and Tenant shall
thereupon be obligated to renew the Lease for the Rent as
determined below.

<PAGE>

2. Term. If tenant timely and properly exercises the Renewal Option in
accordance with the provisions of Section 1:

The Rent payable for the Renewal Term shall be based on
the then prevailing rent for comparable deals in the market
place, but in no event shall the rental rate be less than the
adjusted rental rate payable under this Lease on the
expiration date of the initial Term. Landlord agrees to
provide a written notice setting forth the prevailing rental
rate for comparable deals for the Tenant's space within thirty
(30) days after receiving a written request from Tenant for
such information. The request for information must be made no
earlier than two hundred seventy (270) days prior to the
expiration date and no later than one hundred eighty (180)
days prior to the expiration date of the initial term.
"Comparable deals" shall mean leases which are approximately
as long, and commencing at approximately the same time, as the
Renewal Term and are for comparable space in comparable
buildings (with occupancy rates similar to the Building)
subject to reasonable adjustments for (1) the desirability of
the applicable floor or location in the building, and (2) the
desirability of the geographic location of the applicable
building. "Comparable deals" shall explicitly exclude from
consideration any transactions where the landlord of the
subject building is in default of its mortgage or other
indebtedness on the building, or is currently, or has within
the prior six months, been involved in foreclosure proceedings
on the applicable building. "Comparable deals" shall also
exclude transactions whereby the Tenant has some form of
equity participation in the deal. Landlord's good faith
determination of the "prevailing rental rate" shall be
conclusive and binding as to Landlord and Tenant.

3. No Improvements. Landlord shall not be obligated to perform any
leasehold improvement work in the Premises or give Tenant an allowance
or other economic concession for any such work or for any other
purposes for the Renewal Term.

4. Tenant shall have no further options to renew the term of this Lease
beyond the expiration date of the Renewal Term.

5. Except as otherwise provided herein, all of the terms and provisions of
this Lease shall remain the same and in full force and effect during
the Renewal term.

6. Amendment. If Tenant exercises the Renewal Option, Landlord and Tenant
shall execute and deliver an amendment to this Lease (or, at Landlord's
option, a new Lease on the form then in use for the Building)
reflecting the lease of the Premises by Landlord to Tenant for the
Renewal Term on the terms provided above, which amendment (or new
lease, as the case may be) shall be executed and delivered at least
sixty (60) days before the commencement date of the Renewal Term.

7. Termination. The Renewal Option shall automatically terminate and
become null and void and of no force or effect upon the earlier to
occur of (1) the expiration or termination of this Lease, (2) the
termination of the Tenant's right to possession of the Premises, (3)
the assignment of this Lease by Tenant, (4) the sublease by Tenant of
all or part of the Premises, (5) the failure of Tenant to timely or
properly exercise the Renewal Option, or (6) the default by Tenant
under the Lease.